20100601Affiliated Interest Report 2009.pdf

~~l~OUNTAIN
June 1,2010
r~'(ÇCE/ill~!l
2fJlfJ Jf 111' 201 SoutIÌ Main, Suite 2300
Uii -I AM Salt Lake City, Utah 84111
1M, ia:~~U.i.' U" ¡.' ~, i: i:¡Li"'~," ¡( ,. I/f:n""-""'tJ
VI OVERNIGHT DELIVERY
Idaho Public Utilities Commission
4 72 West Washigton Street
Boise, ID 83720-5983
Attention: Jean Jewell
Commission Secreta
RE: Aff'i1iated Interest Report for the calendar year 2009
In accordace with MidAerican Energy Holdings Company Transaction Commitment #8
approved in Case No. P AC-E-05-08, enclosed for filing is an original and seven (7) copies of
PacifiCorp's (d.b.a. Rocky Mounta Power) Affiliated Interest Report for calendar year 2009.
By copy of ths letter other paries are being provided notice ofthis filing.
It is respectfully requested that all formal correspondence and Staff requests regarding this filing
be addressed to the following:
By E-mail (preferred):dataeguest(ßpacificorp.com
By Fax:[phone]
By reguar mail:Data Request Response Center
PacifiCorp
825 NE Multnomah, Suite 2000
Portland, OR 97232
Informal inquiries regarding this fiing, or requests for copies of the report, can be directed to
Ted Weston at [phone].
Sincerely,~~/~
Vice President, Regulation
Enclosures
cc w/o enclosure: Service List in Case No. PAC-E-05-08
I hereby certfy that on ths 1 st day of June, 2010, I caused to be served, via E-
mail, if address available or U.S mal, a tre and correct copy ofPacifiCorp's cover letter
accompanying the Compliance Filng Pusuat to Commitment 49 and Commtment I 36
of Stipulation Appendix A in Cas No. P AC-E-05-8.
Andrea L. Kelley R. Scott Pasley
Vice President, Reguation Assistat Genera Counsel
PACIFICORP J.R. Simplot Company
825 NE Multnomah, Suite 2000 P.O. Box 27
Portland, OR 97232 Boise, ID 83702
E-Mail: andrea.kellyaYacificorp.com E-Mai: spasley(ßsimplot.com
Douglas L. Andersn Mark C. Moench
Senior Vice President & Genera Senior Vice President - Law
Counel MidAercan Energy Holdings Company
MidAerican Energy Holdings 201 S. Mai Suite 2300
Company Salt Lae City, UT 84111
302 S. 36th Street, Suite 400 E-Mail: mark.moench(ßpacificorp.com
Omaha, NE 68131
E-Mai: danderson~midamerican.com
Eric L. Olsen Anthony Yanel
Racine, Olson, Nye, Budge & Bailey,29814 Lake Road
Charered Bay Vilage, OH 44140
201 E. Center E-Mail: tony~yankei.net
P.O. Box 1391
Pocatello,ID 83204-1391
E-Mail: elo~racinelaw.net
Baron L. Kline, Senor Attorney JohnR. Gale
Monica B. Moen, Attorney II Vice President, Reguatory Afai
Idaho Power Compay Idao Power Company
P.O. Box 70 P.O. Box 70
Boise, il 83707 Boise,ID 83707
E-Mail: bkline(ßidahopower.com e-Mail: rgale~idahopower.com
mmoen(ßidahopower.com
Brad M. Pudy Arur F. Sandak, Esq.
Attorney at Law 8 E. Broadway, Suite 510
2019 N. 17th Street Salt Lake City, UT 84111
Boise, il 83702 E-Mail: asandack(ßmsn.com
E-Mail: bmpurdy~hotmaii.com
Donald L. Howell, II Terr Carlock
Deputy Attorney General Accountig Supervisor
Idaho Public Utilities Commission Idaho Public Utilties Commssion
472 W. Washigton (83702)472 W. Washigton
P.O. Box 83720 P.O. Box 83720
Boise,ID 83720-0074 Boise,ID 83720-0074
E-Mail: donlhowell~puc.idaho.gov E-Mail: terr.carlock(ßpuc.idaho.gov
Radal C. Budge James R. Smith
Racine, Olson, Nye, Budge & Bailey,Monsanto Compay
Chaered Highway 34 Nort
201 E. Center P.O. Box 816
P.O. Box 1391 Soda Sprigs, ID 83726
Pocatello, il 83204-1391 E-Mail: jim.r.smith~monsanto.com
E-Mail: rcb~racinelaw.net
Katie Iverson Alan Herzfeld
Brubaker & Associates Herzeld & Piotrowski LLP
17244 W. Cordova Cour 713 W. Frain
Surrise, AZ 85387 P.O. Box 2864
E-Mail: kiverson~consultbai.com Boise, ID 83701
E-Mail: aherzfeld~hpllp.net
David Hawk
Director, Energy Natual Resources
J.R. Simplot Company
P.O. Box 27
Boise, il 83702
E-Mail: dhawk~simplot.com
~~
Care Meyer
Coordiator, Adminstrtive Servces
PacifiCorp
Affiliated Interest Report
F or the year ended December 31, 2009
Table of Contents
i. Organization
i. A. Officers and Directors
I. PacifiCorp Board of Directors and Committees of the
Board of Directors
2. PacifiCorp Officers
3. PacifiCorp Officers and Directors with Affiliated
Positions
i. B. Changes in Ownership
i. C. Affiliate Descriptions
i. D. Financial Statements
II. Transactions
III. Loans
iV. Debt Guarantees
V. Other Transactions
VI. Employee Transfers
VII. Cost Allocations
Intercompany Administrative Services Agreement
i. ORGANIZATION
PacifiCorp, which includes PacifiCorp and its subsidiaries, is a United States regulated electric company
serving 1.7 millon retail customers, including residential, commercial, industrial and other customers in
portions of the states of Utah, Oregon, Wyoming, Washington, Idaho and California. PacifiCorp owns, or
has interests in, 78 thermal, hydroelectric, wind-powered and geothermal generating facilities, with a net
owned capacity of 10,483 megawatts. PacifiCorp also owns, or has interests in, electric transmission and
distribution assets, and transmits electricity through approximately 15,900 miles of transmission lines.
PacifiCorp also buys and sells electricity on the wholesale market with public and private utilties, energy
marketing companies and incorporated municipalities as a result of excess electricity generation or other
system balancing activities. PacifiCorp is subject to comprehensive state and federal regulation.
PacifiCorp's principal executive offces are located at 825 N.E. Multnomah Street, Suite 2000, Portland,
Oregon 97232, and its telephone number is [phone]. PacifiCorp was initially incorporated in 1910
under the laws of the state of Maine under the name Pacific Power & Light Company. In 1984, Pacific
Power & Light Company changed its name to PacifiCorp. In 1989, it merged with Utah Power and Light
Company, a Utah corporation, in a transaction wherein both corporations merged into a newly-formed
Oregon corporation. The resulting Oregon corporation was re-named PacifiCorp, which is the operating
entity today.
PacifiCorp's subsidiaries support its electric utilty operations by providing coal mining facilities and
services and environmental remediation services. 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's electric generation,
commercial and trading, and coal mining functions are operated under the trade name PacifiCorp Energy.
PacifiCorp is an indirect subsidiar of MidAmerican Energy Holdings Company ("MEHC"), a holding
company based in Des Moines, Iowa, that owns subsidiaries principally engaged in energy businesses.
MEHC is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway"). MEHC controls
substantially all ofPacifiCorp's voting securities, which include both common and preferred stock.
The following pages provide organization charts ofPacifiCorp's and MEHC's subsidiaries. See section I.C.
Affliate Descriptions for discussion of affliates with which PacifiCorp did business during the year ended
December 3 I, 2009, including Berkshire Hathaway affliates.
Subsidiaries ofPacifiCorp as of December 31,2009
Approximate State of Jurisdiction
Percentage of Voting of Incorporation or
Name of SubsidiarY Securities Owned Orl!anization
Centralia Mining Comoanv 100%Washimrton
Energy West Mining Comoanv 100%Utah
Glenrock Coal Companv 100%Wvoming
Interwest Mining Company 100%Oregon
Pacific Minerals, Inc.100%Wvoming
- Bridger Coal Companv, a ioint venture 66.67%WYoming
Trapper Mining, Inc.21.40%Colorado
PacifiCom Environmental Remediation Company 100%Oregon
PacifiCom Future Generations, Inc. (a)(a)-
- Canopy Botanicals, Inc.W (a)-
PacifiCorp Investment Management, Inc.100%Oregon
(a) Effective December 31, 2009, PacifiCorp Future Generations, Inc. and its subsidiar Canopy
Botanicals, Inc. were dissolved.
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I. A. Officers and Directors
Information regarding directors and offcers common to the regulated utilty and affliated interest
are described in these categories:
1. PacifiCorp board of directors and committees of the board of directors during the year ended
December 31, 2009
2. PacifiCorp offcers during the year ended December 31, 2009
3, PacifiCorp offcers and directors with affliated positions as of December 31, 2009
The positions listed for the directors and offcers in each of these sections are those positions that were held
as of or during the year ended December 31, 2009, as indicated. Changes that occurred subsequent to
December 31, 2009 (if any) are annotated.
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3. PacifiCorp Offcers and Directors with Affliated Positions as of December 31, 2009
Abel, Gregory E.
Business Entity
American Pacific Finance Company
American Pacific Finance Company II
CalEnergy Capital Trust
Cal Energy Capital Trust II
CalEnergy Capital Trust II
CalEnergy Capital Trust iv
CalEnergy Capital Trust V
CalEnergy Company, Inc.
Cal Energy Holdings, Inc.
CalEnergy Imperial Valley Company, Inc.
Cal Energy Pacific Holdings Corp.
CalEnergy Resources Limited
CalEnergy U.K. Inc.
CE Administrative Services, Inc.
CE Casecnan Ltd.
CE Casecnan Ltd.
CE Electric UK Funding Company
CE Electric UK Holdings
CE Electric UK Holdings
CE Electric UK Limited
CE Electric, Inc.
CE Exploration Company
CE Geothermal, Inc.
CE Geothermal, LLC
CE Indonesia Geothermal, Inc.
CE International Investments, Inc.
CE Luzon Geothermal Power Company, Inc.
CE Luzon Geothermal Power Company, Inc.
CE Power, Inc.
CE Power, LLC
CE Resource, LLC
CEITA LLC
Constellation Energy Holdings LLC
Cordova Funding Corporation
HomeServices of America, Inc.
Kern River Gas Transmission Company
KR Acquisition 1, LLC
KR Acquisition 2, LLC
KR Holding, LLC
Magma Netherlands B.V.
MEHC Investment, Inc.
MHCInc.
MHC Inc.
MidAmerican Energy Foundation
MidAmerican Energy Foundation
MidAmerican Energy Holdings Company
MidAmerican Energy Holdings Company
MidAmerican Energy Machining Services LLC
MidAmerican Funding, LLC
MidAmerican Nuclear Energy Holdings
Company, LLC
NNGC Acquisition, LLC
Title
President
President
Trustee
Trustee
Trustee
Trustee
Trustee
President
President
President
President
Director
President
President
Chairman, President & Chief Executive Offcer
Director
Director
Chief Executive Offcer
Director
Director
President
President
President
President
President
President
Chairman & Chief Executive Offcer
Director
President
President
President
President
President
President
Director
Executive Committee Member
President
President
President
Director
President
President
Director
President
Director
President & Chief Executive Officer
Director
President
President
Chairman & Chief Executive Officer
President
Abel, Gregory E, (continued)
Business Entity
Norming Investments B.V.
Northern Aurora, Inc.
Northern Electric Finance pIc.
Northern Electric pIc.
Northern Natural Gas Company
PPW Holdings LLC
Quad Cities Energy Company
Salton Sea Minerals Corp.
Tongonan Power Investment, Inc.
Tongonan Power Investment, Inc.
Visayas Geothermal Power Company
Yorkshire Cayman Holding Limited
Yorkshire Power Finance Limited
Anderson, Douglas L.
Business Entity
American Pacific Finance Company
American Pacific Finance Company II
BG Energy Holding LLC
BG Energy LLC
CalEnergy Capital Trust II
CalEnergy Capital Trust VI
Cal Energy Company, Inc.
CalEnergy Generation Operating Company
CalEnergy Holdings, Inc.
CalEnergy Imperial Valley Company, Inc.
CalEnergy International Ltd.
CalEnergy International Ltd.
CalEnergy International Services, Inc.
Cal Energy International, Inc.
CalEnergy Pacific Holdings Corp.
CalEnergy U.K. Inc.
CBEC Railway Inc.
CE (Bermuda) Financing Ltd.
CE (Bermuda) Financing Ltd.
CE Administrative Services, Inc.
CE Asia Limited
CE Asia Limited
CE Casecnan II, Inc.
CE Casecnan Ltd.
CE Casecnan Ltd.
CE Casecnan Water and Energy Company, Inc.
CE Casecnan Water and Energy Company, Inc.
CE Electric (NY), Inc.
CE Electric UK Funding Company
CE Electric UK Holdings
CE Electric UK Limited
CE Electric, Inc.
CE Exploration Company
CE Geothermal, Inc.
CE Indonesia Geothermal, Inc.
CE Indonesia Ltd.
CE Indonesia Ltd.
Title
Chairman, President & Chief Executive Offcer
President
Director
Director
Djrector
President
President
President
Chairman & Chief Executive Offcer
Director
Chairman & Chief Executive Officer
Director
Director
Title
Director
Director
Director
Director
Trustee
Trustee
Director
Director
Director
Director
President & Assistant Secretar
Director
Director
Director
Director
Director
Director
President & Assistat Secreta
Director
Director
President & Assistant Secretar
Director
Director
Senior Vice President, General Counsel & Assistant
Secretary
Director
Chairman
Director
Director
Director
Director
Director
Director
Director
Director
Director
President & Assistant Secretar
Director
Anderson, Douglas L. (continued)
Business Entity
CE International (Bermuda) Limited
CE International (Bermuda) Limited
CE International Investments, Inc.
CE Luzon Geothermal Power Company, Inc.
CE Luzon Geothermal Power Company, Inc.
CE Mahanagdong II, Inc.
CE Mahanagdong Ltd.
CE Mahanagdong Ltd.
CE Philippines II, Inc.
CE Philppines Ltd.
CE Philppines Ltd.
CE Power, Inc.
Cimmred Leasing Company
Cordova Funding Corporation
Dakota Dunes Development Company
DCCO Inc.
HomeServices of America, Inc.
InterCoast Energy Company
Kern River Funding Corporation
Kern River Gas Transmission Company
KR Acquisition I, LLC
KR Acquisition 2, LLC
KR Holding, LLC
M & M Ranch Holding Company, LLC
Magma Netherlands B.V.
Magma Netherlands B.V.
MEC Construction Services Co.
MEHC Investment, Inc.
MEHC Investment, Inc.
MEHC Merger Sub Inc.
MHC Inc.
MHC Inc.
MHC Investment Company
MidAmerican Energy Holdings Company
MidAmerican Nuclear Energy Company, LLC
MidAmerican Nuclear Energy Holdings
Company, LLC
Midwest Capital Group, Inc.
Midwest Gas Company
MWR Capital Inc.
Norming Investments B.V.
Northern Aurora, Inc.
Northern Natural Gas Company
Ormoc Cebu Ltd.
Ormoc Cebu Ltd.
PacifiCorp Environmental Remediation Company
Quad Cities Energy Company
Tongonan Power Investment, Inc.
Tongonan Power Investment, Inc.
Two Rivers Inc.
Visayas Geothermal Power Company
Title
President & Assistant Secretary
Director
Director
Senior Vice President & General Counsel
Director
Senior Vice President
President & Assistant Secretar
Director
Senior Vice President
President & Assistant Secretar
Director
Director
Director
Director
Director
Director
Director
Director
Director
Executive Committee Member
Vice President & Secretary
Vice President & Secretary
Vice President & Secretary
Director
Senior Vice President
Director
Director
Senior Vice President
Director
Corporate Secreta
Senior Vice President, General Counsel & Assistant
Secretary
Director
Director
Senior Vice President, General Counsel & Corporate
Secretary
Director
Director
Director
Director
Director
Senior Vice President & General Counsel
Director
Director
President & Assistant Secretary
Director
Director
Director
Senior Vice President & General Counsel
Director
Director
Senior Vice President, General Counsel & Assistant
Secretar
Gale, Brent E.
Business Entity
PacifiCorp Future Generations, Inc. (a)
PacifiCorp Future Generations, Inc. (a)
MidAmerican Energy Holdings Company
Goodman, Patrick J.
Business Entity
American Pacific Finance Company
American Pacific Finance Company II
BG Energy Holding LLC
BG Energy LLC
Big Spring Pipeline Company
CalEnergy Capital Trust
CalEnergy Capital Trust II
CalEnergy Capital Trust II
CalEnergy Capital Trust IV
CalEnergy Capital Trust V
CalEnergy Capital Trust VI
CalEnergy Company, Inc.
CalEnergy Generation Operating Company
CalEnergy Holdings, Inc.
CalEnergy Imperial Valley Company, Inc.
CalEnergy International Ltd.
CalEnergy International Ltd.
CalEnergy International Services, Inc.
CalEnergy International, Inc.
CalEnergy Operating Corporation
CalEnergy Pacific Holdings Corp.
CalEnergy U.K. Inc.
California Energy Development Corporation
California Energy Management Company
California Energy Yuma Corporation
CBEC Railway Inc.
CE (Bermuda) Financing Ltd.
CE (Bermuda) Financing Ltd.
CE Administrative Services, Inc.
CE Asia Limited
CE Asia Limited
CE Casecnan II, Inc.
CE Casecnan Ltd.
CE Casecnan Ltd.
CE Casecnan Water and Energy Company, Inc.
CE Casecnan Water and Energy Company, Inc.
CE Electric (NY), Inc.
CE Electric UK Funding Company
CE Electric UK Holdings
CE Electric UK Limited
CE Electric, Inc.
CE Exploration Company
CE Gen Oil Company
CE Gen Pipeline Corporation
CE Gen Power Corporation
CE Geothermal, Inc.
CE Indonesia Geothermal, Inc.
CE Indonesia Ltd.
Title
President
Director
Senior Vice President
Title
Director
Director
Director
Director
Director
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
Director
Director
Director
Director
Senior Vice President & Chief Financial Offcer
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Senior Vice President & Chief Financial Officer
Director
Director
Senior Vice President & Chief Financial Offcer
Director
Director
Senior Vice President & Chief Financial Offcer
Director
Senior Vice President & Chief Financial Offcer
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Senior Vice President & Chief Financial Offcer
Goodman, Patrick J. (continued)
Business Entity
CE Indonesia Ltd.
CE International (Bermuda) Limited
CE International (Bermuda) Limited
CE International Investments, Inc.
CE Leathers Company
CE Luzon Geothermal Power Company, Inc.
CE Luzon Geothermal Power Company, Inc.
CE Mahanagdong II, Inc.
CE Mahanagdong Ltd.
CE Mahanagdong Ltd.
CE Philppines II, Inc.
CE Philppines Ltd.
CE Philppines Ltd.
CE Power, Inc.
CE Salton Sea Inc.
Cimmred Leasing Company
Conejo Energy Company
Cordova Funding Corporation
Dakota Dunes Development Company
DCCO Inc.
Del Ranch Company
Desert Valley Company
Elmore Company
Falcon Power Operating Company
FSRI Holdings, Inc.
HomeServices of America, Inc.
InterCoast Energy Company
Kern River Funding Corporation
Kern River Gas Transmission Company
KR Acquisition I, LLC
KR Acquisition 2, LLC
KR Holding, LLC
M & M Ranch Holding Company, LLC
Magma Land Company I
Magma Netherlands B. V.
Magma Netherlands B. V.
Magma Power Company
MEC Construction Services Co.
MEHC Insurance Services Ltd.
MEHC Insurance Services Ltd.
MEHC Investment, Inc.
MEHC Investment, Inc.
MEHC Merger Sub Inc.
MHC Inc.
MHC Investment Company
MidAmerican Energy Holdings Company
MidAmerican Nuclear Energy Company, LLC
MidAmerican Nuclear Energy Holdings
Company, LLC
Midwest Capital Group, Inc.
Midwest Gas Company
MWR Capital Inc.
Niguel Energy Company
NorCon Holdings, Inc.
Title
Director
Senior Vice President & Chief Financial Offcer
Director
Director
Director
Senior Vice President & Chief Financial Officer
Director
Senior Vice President & Chief Financial Offcer
Senior Vice President & Chief Financial Offcer
Director
Senior Vice President & Chief Financial Offcer
Senior Vice President & Chief Financial Officer
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Executive Committee Member
Vice President, Treasurer & Assistat Secreta
Vice President, Treasurer & Assistant Secretar
Vice President & Treasurer
Director
Director
Senior Vice President
Director
Director
Director
President & Treasurer
Director
Vice President, Chief Financial Offcer & Treasurer
Director
Senior Vice President
Director
Director
Senior Vice President & Chief Financial Officer
Director
Director
Director
Director
Director
Director
Director
Goodman, Patrick J. (continued)
Business Entity
Norming Investments B.V.
North Countr Gas Pipeline Corporation
Northern Aurora, Inc.
Northern Consolidated Power, Inc.
Northern Electric pic.
Northern Natural Gas Company
Ormoc Cebu Ltd.
Ormoc Cebu Ltd.
Quad Cities Energy Company
S.W. Hydro, Inc.
Salton Sea Brine Processing Company
Salton Sea Funding Corporation
Salton Sea Minerals Corp.
Salton Sea Power Company
Salton Sea Royalty Company
San Felipe Energy Company
Saranac Energy Company, Inc.
SECI Holdings, Inc.
Tongonan Power Investment, Inc.
Two Rivers Inc.
Visayas Geothermal Power Company
Vulcan Power Company
Vulcan/BN Geothermal Power Company
Wailuku River Hydroelectric Power Company, Inc.
Yorkshire Cayman Holding Limited
Yorkshire Electricity Group pic
Yorkshire Power Finance Limited
Yorkshire Power Group Limited
Lasich, A. Robert
Business Entity
Centralia Mining Company
Centralia Mining Company
Energy West Mining Company
Energy West Mining Company
Glenrock Coal Company
Glenrock Coal Company
Interwest Mining Company
Interwest Mining Company
Pacific Minerals, Inc.
Pacific Minerals, Inc.
Moench, Mark C.
Business Entity
PacifiCorp Foundation
Reiten, R. Patrick
Business Entity
PacifiCorp Foundation
Title
Senior Vice President & Chief Financial Offcer
Director
Director
Director
Director
Director
Senior Vice President & Chief Financial Officer
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Senior Vice President & Chief Accounting åffcer
Director
Senior Vice President & Chief Financial Offcer
Director
Director
Director
Director
Director
Director
Director
Title
President
Director
President
Director
President
Director
President
Director
President
Director
Title
Senior Vice President, General Counsel & Corporate
Secreta
Title
Director
Walje, A. Richard
Business Entity
PacifiCorp Foundation
Title
Chairman
(a) Effective December 31, 2009, PacifiCorp Future Generations, Inc. was dissolved.
I. B. Changes in Ownership
Changes in successive ownership between the regulated utilty and affliated interest.
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I. C. Affiliate Descriptions
A nàrrative description of each affliated entity with which the regulated utilty does business. State
the factor(s) giving rise to the affliation,
Narrative Descriptions for Each Affliated Entity
Affliated interests of PacifiCorp are defined by ORS 757.015, RCW 80.16.010 and California Public
Utilties Commission Decision 97-12-088, as amended by Decision 98-08-035, as having two or more
offcers or directors in common with PacifiCorp, or by meeting the ownership requirements of 5% direct or
indirect ownership.
In the ordinar course of business, PacifiCorp engaged in various transactions with several of its affiliated
companies during the year ended December 31, 2009. Services provided by PacifiCorp and charged to
affiiates related primarily to administrative services, financial statement preparation and direct-assigned
employees, as well as wholesale energy sales. Services provided by affliates and charged to PacifiCorp
related primarily to the transporttion of natural gas and coal, wholesale energy purchases, captive
insurance services, relocation services, and administrative services provided under the Intercompany
Administrative Services Agreement ("IASA") among MEHC and its affliates. Refer to Section V for a
discussion of the tax allocation agreement between PacifiCorp and its affliates.
PacifiCorp provides electricity to certin affliates within its service territory at tariff rates. Such
transactions are excluded from this report. Due to the volume and breadth of the Berkshire Hathaway
family of companies, it is possible that employees of PacifiCorp have made purchases from certin
Berkshire Hathaway affliates not listed here, and 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.
BNSF Railway Company ("BNSF Railway") - At December 3 1, 2009, Berkshire Hathaway held a
22.5% ownership interest in Burlington Northern Santa Fe Corporation. On February 10,2010, Berkshire
Hathaway acquired the remaining 77.5% of Burlington Northern Santa Fe Corporation's outstanding
common stock and changed its name to Burlington Northern Santa Fe, LLC ("BNSF"). As of Februar 10,
2010, BNSF is an indirect wholly owned subsidiar of Berkshire Hathaway. PacifiCorp has long-term coal
transporttion contracts with BNSF Railway, a principal operating subsidiary ofBNSF, including indirectly
through a generation plant that is jointly owned by PacifiCorp and another utilty, as well as right-of-way
agreements.
Marmon Holdings, Inc. ("Marmon") - At December 31, 2009, Berkshire Hathaway held a 63.6%
ownership interest in Maron. Marmon is an international association of numerous manufacturing and
service businesses in energy-related and other markets. Certin Maron affliates provide equipment pars
and repairs to PacifiCorp in the normal course of business.
Wells Fargo & Company ("Wells Fargo") - At December 31,2009, Berkshire Hathaway held a 6.7%
ownership interest in Wells Fargo. Wells Fargo & Company is a financial services company providing
banking, insurance, investments, mortgage banking, investment banking, retail banking, brokerage and
consumer finance to consumers, businesses and institutions. Wells Fargo provides PacifiCorp various
financial services, including commodity swaps and banking services.
Nalco Holding Company ("Nalco"). At December 31, 2009, Berkshire Hathaway held a 6.5% ownership
interest in Nalco. Nalco is engaged in the worldwide manufacture and sale of highly specialized service
chemical programs. This includes production and service related to the sale and application of chemicals
and technology used in water treatment, pollution control, energy conservation, oil production and refining,
steelmaking, papermaking, mining, and other industrial processes. Nalco provides water treatment services
for PacifiCorp.
NetJets Inc, ("NetJets") - a wholly owned subsidiar of Berkshire Hathaway and a private aviation
company. PacifiCorp provides administrative services to MidAmerican Energy Holdings Company
"MEHC," the ultimate beneficiary of which is NetJets.
Constellation Energy Group, Inc. ("Constellation") - On December 17,2008, MEHC and Constellation
agreed to terminate a merger agreement that was entered into in September 2008. As a result of the
termination, among other things, MEHC received 19.9 milion shares of Constellation's common stock,
representing 9.99% of outstanding shares. As a result, Constellation became a PacifiCorp affiliate on
December 17, 2008. On June I, 2009, MEHC sold all of its shares of Constellation's common stock, at
which point Constellation ceased being an affliate of PacifiCorp. Accordingly, this report reflects
transactions between PacifiCorp and Constellation that occurred between January I, 2009 and May 3 I,
2009. During this. time period, Constellation Energy Commodities Group, Inc., a subsidiary of
Constellation, purchased wholesale energy and transmission services from PacifiCorp, and sold wholesale
energy to PacifiCorp.
MidAmerican Energy Holdings Company - a holding company owning subsidiaries that are principally
engaged in energy businesses. MEHC is a consolidated subsidiar of Berkshire Hathaway. As of
January 31, 2009, Berkshire Hathaway owned approximately 89.5% of MEHC's common stock. The
remainder ofMEHC's common stock is owned by a private investor group that includes Walter Scott, Jr., (I)
a director of MEHC (6.3% ownership interest as of Januar 31, 2010) and Gregory E. Abel, PacifiCorp's
Chairman of the Board of Directors and Chief Executive Offcer (0.8% ownership interest as of Januar 3 i,
2010). MEHC and its subsidiaries provide management and administrative services to PacifiCorp under the
IASA. PacifiCorp also provides management and administrative services to MEHC and its subsidiaries and
its unconsolidated investments under the IASA. Refer to Section VII for further discussion.
(I) Excludes 2,528,000 shares held by family members and family controlled trsts and corporations, or Scott Family
Interests, as to which Mr. Scott disclaims beneficial ownership.
HomeServices of America, Inc. - a majority-owned subsidiary ofMEHC. HomeServices of America, Inc.
is a full-service residential real estate brokerage firm that provides relocation services and traditional
residential real estate brokerage services to employees ofPacifiCorp and its affiliates.
Kern River Gas Transmission Company - an indirect wholly owned subsidiar of MEHC, owns an
interstate natural gas pipeline system consisting of approximately 1,700 miles of pipeline, extending from
supply areas in the Rocky Mountains to consuming markets in Utah, Nevada and California. Kern River's
transportation operations are subject to a regulated tariff that is on fie with the Federal Energy Regulatory
Commission (the "FERC"). Kern River provides services for the transportation of natural gas to certin of
PacifiCorp's generating facilities in Utah.
MEHC Insurance Services Ltd. ("MISL") - a wholly owned subsidiary ofMEHC that provides a captive
insurance program to PacifiCorp. MISL covers all or significant portions of the propert damage and
liabilty insurance deductibles in many of PacifiCorp's current policies, as well as overhead transmission
and distribution ("T&D") line propert damage. Claims for T&D propert, after an aggregate deductible of
$5 milion, are capped at $10 milion per anual policy coverage period. Claims for non-T&D propert,
after a $1.5 millon deductible, are capped at $6 milion per occurrence. Claims for general liabilty, after a
$250,000 deductible, are capped at $750,000 per occurrence. PacifiCorp has no equity interest in MISL and
has no obligation to contribute equity or loan funds to MISL. Premium amounts are established based on a
combination of actuarial assessments and market rates to cover loss claims, administrative expenses and
appropriate reserves, but as a result of regulatory commitments are capped through December 31,2010.
Certain costs associated with the program are prepaid and amortized over the policy coverage period
lapsing March 20, 2010.
PPW Holdings LLC - the holding company for PacifiCorp and direct subsidiar of MEHC. PPW
Holdings LLC remits income taxes to MEHC on behalf ofPacifiCorp.
PacifCorp 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 affiliates have
operations, employees or interests. PacifiCorp Foundation operates as the Rocky Mountain Power
Foundation and the Pacific Power Foundation.
Energy West Mining Company - a wholly owned subsidiar of PacifiCorp engaged in coal-mining
related services at the company-owned mines in Emery County, Utah.
Interwest Mining Company - a wholly owned subsidiar of PacifiCorp providing technical, management
and administrative services to Energy West Mining Company and Pacific Minerals, Inc.
PacifiCorp Environmental Remediation Company - a wholly owned subsidiar of PacífiCorp that
evaluates, manages and resolves certain environmental remediation activities.
Pacific Minerals, Inc. ("PMI") - a wholly owned subsidiar of PacifiCorp that owns 66.67% of Bridger
Coal Company, the coal mining joint venture with Idaho Energy Resources Company ("JERC"), a
subsidiary ofIdaho Power Company.
Bridger Coal Company - Coal mining joint venture between PMI and JERC. PMI owns 66.67% and
IERC owns 33.33% of Bridger Coal Company.
Trapper Mining, Inc. - PacifiCorp owns a 2 i .40% interest in Trapper Mining, Inc., which operates a coal
mine at the Craig "mine-mouth" operation (generating station located next to mine) outside Craig,
Colorado. The remaining ownership in Trapper Mining, Inc. is as follows: Salt River Project Agricultural
Improvement and Power District (32.10%), Tri-State Generation and Transmission Association, Inc.
(26.57%), and Platte River Power Authority (19.93%).
Huntington Cleveland Irrigation Company ("HCIC") is a non-profit mutual irrigation company, which
is a privately owned water stock company. PacifiCorp holds approximately 34% of its water shares.
PacifiCorp pays anual assessment fees to HCIC to cover its operating and maintenance costs, in exchange
for receiving access to water used by PacifiCorp's Huntington plant. PacifiCorp is also making capital
investments in HCIC to ensure a long-term, firm water supply for its Huntington plant.
I. D. Financial Statements
Financial statements or trial balances for the year ended December 31, 2009 are included in Section
II. Transactions for each affliate.
II. Transactions
The following summary of services rendered by the regulated utilty to the affliate and vice versa
includes:
1. A description ofthe nature ofservices in reasonable detail.
2. The annual charges by type of service (exclude all joint/common costs reported in
Section VII).
3. The basis used to determine pricing.
4. In total, for each affliated entity whether receiving or providing services:
A. Total charges or bilings.
B. The cost of providing service, including applicable taxes.
C. The margin of charges over costs.
D. Assets allocable to the services.
E. The achieved rate of return on assets.
F. The accounts charged.
Affliated Interest Transactions Summary (a)
For the Year Ended December 31, 2009
Requirements BNSF Railway Company Marmon Holdings, Inc.Wells Fargo & Company
A. A description of the nature of services in Long-term coal transporttion Certin Marmon Holdings, Inc.Financial services including
reasonable detail:contrcts and right-of-way fees afliates provide equipment pars commodity swaps and baning
and repairs to PacifiCorp services
B. The annual charges by type of service
(exclude all joint/common costs reported in
Section VII)
PacifiCorp Received Services $29,090,996 $54,528 $41,676,948
PacifiCorp Provided Services None None None
C. The basis used to determine pricing:
PacifiCorp Received Services (b)(c)(d)
PacifiCorp Provided Services None None None
D. In total for each affliated entity whether
receiving or providing services, show:
Receiving Services:
1. Total charges or billings $29,090,996 $54,528 $41,676,948
2. Cost of providing service, incl. ta (b)(c)(d)
3. The margin of charges over costs (b)(c)(d)
4. Assets allocable to the services (b)(c)(d)
5. Achieved rate of return on assets (b)(c)(d)
6. Account charged Refer to detail under separate tab Refer to detail under separate tab Refer to detail under separate tab
Providing Services:
i. Total charges or bilings N/A N/A N/A
2. Cost of providing service, incl. ta N/A N/A N/A
3. The margin of charges over costs N/A N/A N/A
4. Assets allocable to the services N/A N/A N/A
5. Achieved rate of return on assets N/A N/A N/A
6. Account charged N/A N/A N/A
Allocation Refer to detail under separate tab Refer to detail under separate tab Refer to detail under separate tab
(a) Detailed financial information for each affliated company is included following this summary.
(b) Coal transporttion services are priced at Surface Transporttion Board-approved tariff rates under long-term contracts. Right-of-way fees
are based on factors such as square footage.
(c) Transactions with Marmon Holdings, Inc. affliates are provided to PacifiCorp in the normal course of business, at standard pricing.
(d) Wells Fargo & Company provides financial services to PacifiCorp in the normal course of business at standard pricing.
Affliated Interest Transactions Summary (a)
For the Year Ended December 31, 2009
Requirements Nalco Holding Company NetJets Inc.Constellation Energy Group, Inc.
A. A description of the nature of services in Water treatment services Administrative services Wholesale energy purchases and
reasonable detail:sales and trnsmission services
B. The annual charges by type of service
(exclude all joint/common costs reported in
Section VII)
PacifiCorp Received Services $3,848,332 None $11,382,516
PacifiCorp Provided Services None $27,359 $2,859,985
C. The basis used to determine pricing:
PacifiCorp Received Services (b)None (d)
PacifiCorp Provided Services None (c)(d)
D. In total for each afliated entity whether
receiving or providing services, show:
Receiving Services:
I. Total charges or billings $3,848,332 N/A $11,382,516
2. Cost of providing service, incl. ta (b)N/A (d)
3. The margin of charges over costs (b)N/A (d)
4. Assets allocable to the services (b)N/A (d)
5. Achieved rate of return on assets (b)N/A (d)
6. Account charged Refer to detail under separate tab N/A Refer to detail under separate tab
Providing Services:
1. Total charges or billings N/A $27,359 $2,859,985
2. Cost of providing service, incl. ta N/A (c)(d)
3. The margin of charges over costs N/A (c)(d)
4. Assets allocable to the services N/A (c)(d)
5. Achieved rate ofretum on assets N/A (c)(d)
6. Account charged N/A (c)Refer to detail under separate tab
Allocation Refer to detail under separate tab Refer to detail under separate tab Refer to detail under separate tab
(a) Detailed financial information for each affliated company is included following this summary.
(b) Nalco Holding Company provides goods and services to PacifiCorp in the normal coure of business at stadard pricing.
(c) During the year ended December 31, 2009, PacifiCorp provided services to NetJets Inc. at PacifiCorp's cost. Subsequent to December 31,2009, PacifiCorp billed an additional $1,226 representing the profit on services provided to NetJets Inc. during the year ended
December 31, 2009.
(d) Wholesale energy purchases and sales and transmission services are priced at FERC-approved market rates. Also refer to Section VII for
discussion of transactions between PacifiCorp and MEHC and its subsidiaries and its unconsolidated investments, pursuant to the
Intercompany Administrative Services Agreement. This report includes Constellation Energy Group, Inc. activity between January I, 2009
and May 31, 2009. Constellation Energy Group, Inc. ceased being a PacifiCorp affliate on June 1,2009.
Affliated Interest Transactions Summary (0)
For the Year Ended December 31, 2009
Requirements MidAmerica Energy Holdings HomeServices of America, Inc.Kern River Gas Transmission
Company Company
A. A description of the nature of services in Management and administrtive Residential real estate brokerage Natural gas transporttion services
reasonable detail:services and relocation services to
PacifiCom emnlovees
B. The annual charges by type of service
(exclude all joint/common costs reported in
Section VII)
PacifiCorp Received Services $9,000,000 (b)$(786,589)$3,310,174
PacifiCorp Provided Services $1,380,059 (b)None None
C. The basis used to determine pricing:
PacifiCorp Received Services (b)(c)(d)
PacifiCorp Provided Services (b)None (b)
D. In total for each affliated entity whether
receiving or providing services, show:
Receiving Services:
I. Total charges or billings $9,000,000 (b)$(786,589) (c)$3,310,174
2. Cost of providing service, incl. ta $9,000,000 (b)(c)(d)
3. The margin of charges over costs None (c)(d)
4. Assets allocable to the services None (c)(d)
5. Achieved rate of return on assets None (c)(d)
6. Account charged Refer to detil under separate tab Refer to detail under separate tab Refer to detil under separate tab
Providing Services:
f. Total charges or bilings $1,380,059 (b)N/A (b)
2. Cost of providing service, incl. ta $1,380,059 (b)N/A (b)
3. The margin of charges over costs None N/A N/A
4. Assets allocable to the services None N/A N/A
5. Achieved rate of return on assets None N/A N/A
6. Account charged Refer to detil under separte tab N/A N/A
Allocation Refer to detail under separate tab Refer to detail under separate tab Refer to detail under separate tab
(al Detailed financial information for each affliated company is included following this summary.
(b) Refer to Section VII for further discussion of transactions between PacifiCorp and MEHC and its subsidiaries and its unconsolidated
investments, pursuant to the Intercompany Administrative Services Agreement.
(c) As discussed in the application requesting approval of the relocation services contract with HomeServices of America, Inc. fied with the
Oregon Public Utility Commission (the "OPUC") on April 3,2007, Docket No. UI264, HomeServices of America, Inc. charges PacifiCorp
a flat fee per relocation for its services, plus the actual costs of services procured from its vendors and service providers. The OPUC
approved this application on June 11,2007, Order No. 07-269.
(d) Gas transportation services are priced at tariffs established by the FERC.
Affliated Interest Transactions Summary (oj
For the Year Ended December 31, 2009
Requirements MEHC Insurance Services Ltd.PPW Holdings LLC PacifiCorp Foundation
A. A description of the nature of services in Captive insurance covering Holding company for PacifiCorp Administrative services
reasonable detail significant portions of propert
damage and liability insurance
deductibles for PacifiCorp
B. The annual charges by tye of service
(exclude all joint/common costs reportd in
Section VII)
PacifiCorp Received Services $7,161,477 (b)None (c)None
PacifiCorp Provided Services None None (c)$173,553
C. The basis used to determine pricing:
PacifiCorp Received Services Premium amounts are established None (c)None
based on a combination of
actuarial assessments and market
rates to cover loss claims,
administrative expenses and Costs incurred by PacifiCorp on
appropriate reserves but as a result behalf of affliates are charged at
of regulatory commitments are direct cost. Labor is charged at
PacifiCorp Provided Services capped through December 3 I ,None (c)PacifiCorp's fully loaded cost plus
2010.administrative and general
expense.
None
D. In total for each affliated entity whether
receiving or providing services, show:
Receiving Services:
I. Total charges or billings $7,161,477 (b)None (c)N/A
2. Cost of providing service, incl tax Refer to financial statements None (c)N/A
3. The margin of charges over costs Refer to financial statements N/A N/A
4. Assets allocable to the services None N/A N/A
5. Achieved rate of return on assets None N/A N/A
6. Account charged Refer to detail under sepaate tab N/A N/A
Providing Services:
I. Total charges or bilings N/A None (c)$173,553
2. Cost of providing service, incl ta N/A None (c)$173,553
3. The margin of charges over costs N/A N/A None
4. Assets allocable to the services N/A N/A None
5. Achieved rate of return on assets N/A N/A None
6. Account charged N/A N/A Refer to detail under separate tab
Allocation Refer to detail under separate tab Refer to detail under separate tab Refer to detail under sepaate tab
(a) Detailed financial information for each affiiated company is included following this summary.
(b) At December 31, 2009, PacifiCorp had prepaid $1,195,867 and $340,31 I for captive propert and captive liability insurance, respectively.
The $7, I 6 1,477 in services received represents prepaid amounts amortized to expense during the year ended December 3 I, 2009. PacifiCorp
had $9,816,403 in claims receivable at year end reflecting $20,017,575 of claims made and $16,704,230 of payments received during the
year ended December 3 I, 2009.
(c) Refer to Section V for a discussion of income-tax related transactions between PacifiCôrp and PPW Holdings LLC. Refer to Section VII for
further discussion of transactions between PacifiCorp and MEHC and its subsidiaries and its unconsolidated investments, pursuant to the
Intercompany Administrative Services Agreement.
Affliated Interest Transactions Summary (a)
For the Year Ended December 31, 2009
Requirements Energy West Mining Company Interwest Mining Company PacifiCorp Environmental
Remediation Company
A. A description of the nature of services in Energy West Mining Company Interwest Mining Company Administrative services
reasonable detail:provides coal from company-provides PacifiCorp with
owned mines in Emery County,technical, management and
Utah to the Huntington, Hunter administrative services.
and Carbon power plants.PacifiCorp provides management
PacifiCorp provides management and administrative services to
and administrative services to Interwest Mining Company.
Energy West Mining Company.
B. The annual charges by type of service
(exclude all joint/common costs reported in
Section VII)
PacifiCorp Received Services $103,43 i ,321 $17,402 None
PacifiCorp Provided Services $357,370 $614,648 $234,026
C. The basis used to detennine pricing:
PacifiCorp Received Services Charges are baed on actual and Interwest Mining Company None
reasonable costs incurred by charges are based on labor,
Energy West Mining Company in benefits and operational cost. No
mining. No profit is allowed.profit is allowed.
PacifiCorp Provided Services Costs incurred by PacifiCorp on Costs incurred by PacifiCorp on Costs incurred by PacifiCorp on
behalf of subsidiaries are charged behalf of subsidiaries are charged behalf of subsidiaries are charged
at direct cost. Labor is charged at at direct cost. Labor is charged at at direct cost. Labor is charged at
PacifiCorp's fully loaded cost plus PacifiCorp's fully loaded cost plus PacifiCorp's fully loaded cost plus
administrative and general administrative and general administrative and general
expense.expense.expense.
D. In total for each affliated entity whether
receiving or providing services, show:
Receiving Services:
i. Total charges or billings $103,431,321 $17,402 N/A
2. Cost of providing service, incl. ta $103,431,321 $17,402 N/A
3. The margin of charges over costs None None N/A
4 Assets allocable to the services None None N/A
5. Achieved rate of return on assets None None N/A
6. Account charged Refer to detail under separate tab Refer to detail under separate tab N/A
Providing Services:
I. Total charges or billings $357,370 $614,648 $234,026
2. Cost of providing service, incl. ta $357,370 $614,68 $234,026
3. The margin of charges over costs None None None
4. Assets allocable to the services None None None
5. Achieved rate of retu on assets None None None
6. Account charged Refer to detail under separate tab Refer to detail under separate tab Refer to detail under sepaate tab
Allocation Refer to detail under separate tab Refer to detail under separate tab Refer to detail under separate tab
(a) Detailed finlmcial infonnation for each affliate company is included following this summary.
Affliated Interest Transactions Summary (a)
For the Year Ended December 31, 2009
Requirements Pacific Minerals, Inc. / Bridger Coal Trapper Mining, Inc.Hurtington Cleveland Irrgation
Company Company ("HCIC")
A. A description of the nature of services in Bridger Coal Company provides Trapper Mining, Inc. holds Provides access to water for
reasonable detail:coal from the Bridger mine to the PacifiCorp's interest in the Trapper PacifiCorp's Huntington plant
Jim Bridger power plant. PacifiCorp coal mine that supplies coal to the
provides management and Craig power plant
administrative services to Pacific
Minerals, Inc. / Bridger Coal
Companv
B. The annual charges by type of service
(exclude all joint/common costs reportd in
Section VII)
PacifiCorp Received Services $116,391,789 (b)$9,944,629 $95,926 (c)
PacifiCorp Provided Services $3,621,756 None None
C. The basis used to determine pricing:
PacifiCorp Received Services Coal delivered is recorded on Coal delivered is recorded on Under section 50 i (c) i 2 of the
PacifiCorp's books at the affliate's PacifiCorp's books at the affliate's Internal Revenue Code, HCIC
cost.cost.operates at cost which meas it
must allocate the excess of revenues
over expenses among its memben;.
PacifiCorp Provided Services Costs incurred by PacifiCorp on None None
behalf of affliates are charged at
direct cost. Labor is charged at
PacifiCorp's fully loaded cost plus
administrtive and general expense.
D. In total for each affliated entity whether
receiving or providing services, show:
Receiving Services:
1. Total charges or billings $116,391,789 $9,944,629 $95,926 (c)
2. Cost of providing service, inel ta $116,391,789 $9,944,629 $95,926 (c)
3. The margin of charges over costs None None None
4. Assets allocable to the services None None None
5. Achieved rate of return on assets None None None
6. Account charged Refer to detail under separate tab Refer to detail under separate tab Refer to detail under separate tab
Providing Services:
I. Total charges or bil ings $3,621,756 N/A N/A
2. Cost of providing service, inel ta $3,621,756 N/A N/A
3. The margin of charges over costs None N/A N/A
4. Assets allocable to the services None N/A N/A
5. Achieved rate of return on assets None N/A N/A
6. Account charged Refer to detail under separate tab N/A N/A
Allocation Refer to detail under separate tab Refer to detail under separate tab Refer to detail under separate tab
(a) Detailed financial information for each affliated company is included following this summary.
(b) PacifiCorp received services represent PacifiCorp's 66.67% share equal to its ownen;hip interest in Bridger Coal Company.
(c) During the year ended December 31, 2009, PacifiCorp incurred $95,926 in anual assessment and canal pump maintenance expenses, of
which $23,565 was recorded as a prepaid expense at December 31, 2009, and paid $4,826,729 of capital costs associated with the water
supply project. At December 31, 2009, PacifiCorp's balance sheet reflecte the following assets: for the water supply project (amounts
include capitalized interest and capital surcharge), $15,168,012 recorded as plant in service and $4,953,348 recorded as constrction work in
progrss; for the water rights, $1,471,639 recorded as plant in service.
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Consolidated Statements of Income
In millons
Year ended December 31,2009 2008 2007
Revenues $13,848 $17,787 $15,610
Operating expenses:
Compensation and benefits 3,458 3,859 3,754
Fuel 2,372 4,640 3,327
Purchased servces 1,859 2,074 1,995
Depreciation and amortization 1,534 1,395 1,292
Equipment rents 777 901 942
Materials and other 640 1,022 790
Total operating expenses 10,640 13,891 12,100
Operating income 3,208 3,896 3,510
Interest expense 124 97 87
Interest income, related parties (3)(19)(191)
Other expense, net 6 18 31
Income before income taxes 3,081 3,800 3,583
Income tax expense 1,067 1,438 1,384
Net income $2,014 $2,362 $2,199
See acmpanying Notes to Consolidated Financial Statements.
17
BNSF Railway Company and Subsidiaries
Consolidated Balance Sheets
Dollars in milions
December 31,2009 2008
Assets
Current assets:
Cash and cash equivalents $20 $209
Accounts receivable, net 810 873
Materials and supplies 632 524
Current portion of deferred income taxes 282 434
Other current assets 375 337
Total current assets 2,119 2,377
Propert and equipment, net of accumulated depreciation of $10,731 and $9,908, respectively 32,278 30,838
Other assets 3,193 2,910
Total assets $37,590 $36,125
Liabilties and Stockholder's Equity
Current liabilties:
Accounts payable and other current liabilties $2,548 $3,114
Long-term debt due within one year 335 254
Total current liabilties 2,883 3,368
Long-term debt 2,118 1,821
Deferred income taxes 9,360 8,672
Casualty and environmental liabilties 899 959
Pension and retiree health and welfare liabilty 783 1,047
Other liabilties 1,799 1,892
Total liabilities 17,842 17,759
Commitments and contingencies (see Notes 3. 9 and 10)
Stockholder's equity:
Common stock, $1 par value, 1,000 shares authorized;
issued and outstanding and paid-in-capital 6,331 6,331
Retained earnings 14,866 12,852
Intercompany notes receivable (948)(6)
Accumulated other comprehensive loss (501)(811)
Total stockholder's equity 19,748 18,366
Total liabilties and stockholder's equity $37,590 $36,125
See accmpanying Notes to Consolidated Financial Sttements.
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Financial Statements
Wells Fargo & Company and Subsidiaries
Consolidated Statement of Income
(in millions, except per share amounts)
Interest income
Trading assets
Securities available for sale
Mortgages held for sale
Loans held for sale
Loans
Other interest income
Total interest income
Interest expense
Deposits
ShorHerm borrowings
Long,term debt
Other interest expense
Total interest expense
Net interest income
Provision for credit losses
Net interest income after provision for credit losses
Noninterest income
Service charges on deposit accounts
Trust and investment fees
Card fees
Other fees
Mortgage banking
Insurance
Net gains from trading activities
Net gains (losses) on debt securities available for sale
(includes impairment losses of $1,012, consisting of $2,352 of total
othel'han-temporary impairment losses, net of $1,340 recognized
in other comprehensive income, for the year ended December 31,2009)
Net gains (losses) from equity investments
(includes impairment losses of $655 for the year ended December 31,2009)
Operating leases
Other
Total noninterest income
Noninterest expense
Salaries
Commission and incentive compensation
Employee benefits
Equipment
Net occupancy
Core deposit and other intangibles
FDIC and other deposit assessments
Other
Total noninterest expense
Income before income tax expense
Income tax expense
Net income before noncontrollng interests
Less: Net income from noncontroJlng interests
Wells Fargo net income
Wells Fargo net income applicable to common stock
Per share information
Earnings per common share
Diluted earnings per common share
Dividends declared per common share
Average common shares outstanding
Diluted average common shares outstanding
Year ended December 31,
2009 2008 2007
$918 177 173
11.319 5,287 3,451
1,930 1,573 2,150
183 48 70
41.589 27,632 29,040
335 181 293
56.274 34,898 35,177
3,774 4,521 8,152
222 1,478 1,245
5,782 3,756 4,806
172
9,950 9,755 14,203
46,324 25,143 20,974
21,668 15,979 4,939
24,656 9,164 16,035
5,741 3,190 3,050
9,735 2,924 3,149
3,683 2,336 2,136
3,804 2,097 2,292
12.028 2,525 3,133
2,126 1,830 1,530
2,674 275 544
(127)1,037 209
185 (757)864
685 427 703
1,828 850 936
42,362 16,734 18,546
13.757 8,260 7,762
8,021 2,676 3,284
4,689 2,004 2,322
2,506 1,57 1,294
3,127 1,619 1,545
2,577 186 158
1,849 120 34
12,494 6,376 6,347
49.020 22,598 22746
17,998 3,300 11,835
5,331 602 3,570
12.667 2,698 8,265
392 43 208
$ 12,275 2,655 8,057
$7,990 2,369 8,057
$1.76 0.70 2.41
1.75 0.70 2.38
0.49 1.0 1.8
4.545.2 3,378.1 3,348.5
4.562.7 3,391.3 3,382.8
The accompanying notes are an integral part of these statements.
90
Wells Fargo & Company and Subsidiaries
Consolidated Balance Sheet
(in millons, except shares)
Assets
Cash and due from banks
Federal funds sold, securities purchased under
resale agreements and other short-term investments
Trading assets
Securities available for sale
Mortgages held for sale (includes $36.962 and $18,754 carried at fair value)
Loans held for sale (includes $149 and $398 carried at fair value)
Loans
Allowance for loan losses
Net loans
Mortgage servicing rights:
Measured at fair value (residential MSRs)
Amortized
Premises and equipment, net
Goodwill
Other assets
Total assets
Liabilties
Noninterest-bearing deposits
Interest-bearing deposits
Total deposits
Short-term borrowings
Accrued expenses and other liabilities
Long-term debt
Total liabilities
Equity
Wells Fargo stockholders' equity:
Preferred stock
Common stock - $1 21i par value, authorized 6,000,000,000 shares;
issued 5,245.971,422 shares and 4.36~,921,429 shares
Additional paid-in capital
Retained earnings
Cumulative other comprehensive income (loss)
Treasury stock - 67,346.829 shares and 135,290,540 shares
Unearned ESOP shares
Total Wells Fargo stockholders' equity
Noncontrolling interests
Total eguity
Total liabilities and eguity
The accompanying notes are an inregral part of these statements.
December 31,
2009 2008
$27080 23.763
40,885 49,433
43,039 54,884
172,710 151,569
39,094 20,088
5,733 6.228
782,770 864,830
(24,516)(21,013)
758,254 843.817
16,004 14,714
1,119 1,446
10,736 11,269
24,812 22,627
104,180 109,801
$1,243,646 1,309,639
$181,356 150,837
642,662 630,565
824,018 781,402
38/966 108.074
62,442 50.689
203,861 267,158
1/129,287 1,207,323
8,485 31,332
8,743 7.273
52,878 36,026
41,563 36.543
3,009 (6,869).
(2,450)(4.666)
(442)(555)
111,786 99.084
2,573 3,232
114/359 102.316
$1/243,646 1,309.639
91
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Table of Contept
Nalco Holding Company and Subsidiaries
Consolidated Balance Sheets
(dol/ars in millons)
Assets
Cuient assets:
Cash and casheqwvalerits
Trade accounts receivable, less allowances of$17.8 and $2.8 in 2009 and 2008, respectively
Inventories
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Goodwil
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Deferred financing costs
Reeeiviible frol1foi:ershiholdér
Other noncurnt assets
Tota assets
Liabilties and equity
Cuìelitllibilties:
Accounts payable
Accriêdexpêiies
Accrued compesation
Shórt-teriidebt
Income taxes
Tota curnt liabilties
Long-tenn debt
Deferrediiíoometaes
Accrued pension benefits
Other lìabilìties
Equity:
Niioo Holdiig Coiipany.shllholdets' equity:
Common stock
Additioiialpaid-ineapital
Treasury stock
Accumulated deficit
Accumulated other comprehensive income
Niico HôldIgCómpanY shihoIder'eqwty
Noncontrlling interests
Total êquity
Totallìabilties and equity
Deembe 31,
200
$ 127.6
681.2
313.8
25.6
96.6
1,244.8
678;1
1,800.0
1,055;9
60.9
125.1
$4;964.8
$61.8
774.0
411.8
25.7
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1,387.7
703,7
1,700.1
1,076.4
24.4
3.4
146.3
$5,042.0
See notes to consolidatedftnancial statements.
58
Source: Nalco Holding CO. 10-K, February 26,2010 P('\\'eH~d by' MnmV;':~:Ja~';;-- O;,;cunli'mt R~.f)eL~!T3isv
Table of Contnt
Net sales
Operating costs and expenses:
Cosofpròductsold
Seiiii,administratiy~an~reseiich expenses
Amortation of intangible ,.asets
Res~cturi~gexp~nses
Gainon'divestite
Impairment of goodwil
Total óperatiiigcotS ard expenses
Operatig earings (loss)
Other income(expense),net
Interest income
Interestexpènse
Eamings(loss) before income taxes
Income ta provision . ,
Net earings (loss)
Less: Net'eiûirgS'åtbûfuleto'..riol1contillirl ',interess
Net earings (loss) attbutable to Nalco Holding Company
Netêaings(loss)peishareitttibutâbieto NalcóHolding CÓlll'aícollmol1shiiholdetS~
Basic
Diluted
Weighted-average shares
outsanding (milions):
Basic
Diluted
Source: Nalco Holding CO, 10-K, February 26,2010
Nalco Holding Company and Subsidiaries
Consolidated Statements of Operations
(dollars in millons, except per share amounts)
2009
$ 3,746,8
2,037,0
1,210.2
47.9
47.8
See notes to consolidatedfinancial statements,
59
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138,2
138.6
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$ 4,212.4
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$ 0.90
$ 0.88
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Constellation Energy Group, Inc, and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
Year Ended December 3/,
Revenues
Nonregulated revenues
Regulated electric revenues
Regulated gas revenues
Total revenues
Expenses
Fuel and purchased energy expenses
Operating expenses
Merger termination and strategic alternatives costs
Impairment losses and orher costs
Workforce reduction costs
Depreciation, depletion, and amortization
Accretion of asset retirement obligations
Taxes other than income taxes
Total expenses
Equity Investment (Losses) Earings
Gain on Sale of Interet in CENG
Net (Loss) Gai on Divestitures
Income (Loss) from Operations
Gan on Sales of CEP LLC Equity
Other (Expense) Income
Fixed Charges
Interest expense
Interest capitalized and allowance for borrowed funds used during
construction
Total fixed charges
Income (Loss) from Continuing Operations Beore Income Taxes
Income Tax Expense (Benefit)
Income (Loss) from Continuing Operations
Loss from discontinued operations, net of income taxes of $ i. 5
Net Income (Loss)
Net Income (Loss) Attributable to Noncontrollng Interests and BGE
Preferencè Stock Dividends
Net Income (Loss) Attibutable to Common Stock
Average Shares of Common Stock Outstanding-Basic
Average Shares of Common Stock Outstanding-Diluted
Earnings (Loss) Per Common Share from Continuing Operations-
Basic
Loss from discontinued operations
Earnings (Loss) Per Common ShareBasic
Earings (Loss) Per Common Shar from Continuing Operations-
Diluted
Loss from discontinued operations
Earings (Loss) Per Common SharDiluted
Dividends Declard Per Common Shar
2009 2008 2007
(In milliom, except per share amounts)
$12,024.3 $16,057.6 $17,786.5
2,820.7 2,679.5 2,455.6
753.8 1,004.8 943.0
15,598,8 19,741.9 2U85.1
11,135,6 15,521.16,473.9
2,228,0 2,378.8 2,447.4
145,8 1,204.4
124,7 741.8 20.2
12,6 22.2 2.3
589.1 583.2 557.8
62.3 68.4 68.3
290.4 301.8 288.9
14,588,5 20,821.9 19,858.8
(6.1)76.4 8.1
7,445,6
(468.8)25.5
7,981.0 (98. l)1,34.4
63.3
(140,7)(6?5)157.4
437.2 399.1 311.8
(87.1)(50.0)(19.4)
350,1 349.1 292.4
7,490,2 (1,396.7)1,262.7
2,986.8 (78.3)42.8.3
4,503,4 (1,18.4)834.4
(0.9)
4,503,4 (1,318.4)833.5
60,0 (4.0)12.0
$ 4,443.$ (1,314.4)$821.5
199,3 179.1 180.2
200,3 179.1 182.5
$22,29 $(7.34)$4.56
(0.0l)
$22.29 $(7.34)$4.55
$22,19 $(7.34)$4.51
(O.OJ)
$22.19 $(7.34)$4.50
$0,96 $1.91 $1.74
See Notes to Consolidated Financial Statements.
Certain prior-period amounts have been reclassifed to confrm with the current year's presentation.
81
Constellation Energy Group, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
At December 3 ¡.2009
(In millons)
$3,440.0
2,137.6
314.9
93.3
639,1
436,5
27.0
127,9
244.4
7,460.7
2008
Assets
Current Assets
Cash and cash equivalents
Accounts receivable (net of allowance for uncollectibles of $160,6 and $240.6,
respectively)
Fuel stocks
Materials and supplies
Derivative assets
Unamortized energy contract assets (includes $371.3 millon related to CENG)
Restricted cash
Deferred income taxes
Other
Total current assets
$202.2
3.389.9
717.9
224.5
1,465.0
81.3
1,030.5
268.0
815.5
8,194.8
Investments and Other Noncurrent Assets
Nuclear decommissioning trust funds
Investment in CENG
Other investments
Regulatory assets (net)
Goodwil
Derivative assets
Unamortized energy contract assets (includes $400.9 milion related to CENG)
Other
Total investments and other noncurrent assets
1.006.3
5,222.9
424,3
414.4
25.5
633.9
604,7
304,2
7,629.9
421.0
494.7
4.6
851.8
173.1
421.
3.372.8
Propert Plant and Equipment
Nontegulated property, plant and equipment
Regulated property. plant and equipment
Nuclear fuel (net of amortization)
Accumulated depreciation
Net property, plant and equipment
5,784.6
6,749.9
8.866.2
6,419.4
443.0
(5.012.1)
10.716.5
(4,080.7)
8,453.8
Total Asset $23,544,4 $22,284.1
See Notes to Consolidated Financial Statements.
Certain prior-year amounts have been reclassifed to confirm with the current year's presentation.
82
CONSOLIDATED BALANCE SHEETS
Constellation Energy Group, Inc. and Subsidiaries
At December 31.2009 2008
(In mílians)
Liabilities and Equity
Current Liabilties
Short-term borrowings
Current portion of long-term debt
Accounts payable and accrued liabilties
Customer deposits and collateral
Derivative liabilities
Unamortized energy contract liabilities
Accrued taxes
Accrued expenses
Other
Total current liabilties
$ 46,0
56,9
1,262,4
103.3
632,6
390,1
877,3
297.9
374.2
4,040,7
$ 855.7
2.591.5
2,370.1
120.3
1,241.8
393.5
51.
322.0
514.2
8,460.2
Deferred Credits and Other Noncurrent Liabilties
Deferred income taxes
Asset retirement obligations
Derivative liabilities
Unamortized energy contract liabilties
Defined benefit obligations
Deferred investment tax credits
Other
Total deferred credits and other noncurrent liabilties
3,205,5 677.0
29,3 987.3
674.1 1,115.0
653,7 906.4
743,9 1,354.3
32.0 44.1
388.8 249.6
5,727,3 5,333.7
Long-term Debt, Net of Current Portion 4,814.0 5,098.7
8,697,1 3,181.4
190,0 190.0
75.3 20.1
8,962,4 3,391.5
Equity
Common shareholders' equity
BGE preference stock not subject to mandatory redemption
Noncontrollng interests
Total equity
Commitments, Guarantees, and Contigencies (see Note 12)
Tota Liabilties and Equity $23,544.4 $22,284.1
See Nott:s to Consolidated Financial Statements.
Certain prior-year amounts have been redassifed to conjòrm with the current year's presentation.
83
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CONSOLIDATED BALANCE SHEETS (Amounts in milions)
As of December 31,
2009 2008
ASSETS
Curent assets:
Cash and cash equivalents $429 $280
Trade receivables, net 1,308 1,310
Inventories 591 566
Derivative contracts 136 227
Investments and restricted cash and investments 83 1,589
Other current assets 546 445
Total current assets 3,093 4,417
Propert, plant and equipment, net 30,936 28,454
Goodwil 5,078 5,023
Investments and restricted cash and investments 2,702 624
Regulatory assets 2,093 2,156
Derivative contracts 52 97
Other assets 730 670
Total assets $44,684 $41.441
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85
MIDAMERICAN ENERGY HOLDINGS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
(Amounts in millons)
As of December 31,
2009 2008
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
Accrued interest
Accrued propert, income and other taxes
Derivative contracts
Short-term debt
Current portion of long-term debt
Other curent liabilities
Total current liabilties
$918 $1,240
344 340
277 561
123 183
179 836
379 1,155
683 578
2,903 4,893
1,603 1,506
458 546
5,371 5,121
402 587
13,600 12,533
5,604 3,949
1,900 1,829
31,841 30,964
Regulatory liabilities
Derivative contracts
MEHC senior debt
MEHC subordinated debt
Subsidiary debt
Deferred income taxes
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note 16)
Equity:
MEHC shareholders' equity:
Common stock - 115 shares authorized, no par value, 75 shares issued and outstanding
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income (loss), net
Total MEHC shareholders' equity
Noncontrolling interests
Total equity
5,453 5,455
6,788 5,631
335 (879)
12,576 10,207
267 270
12,843 10,477
$44.684 $41,441Total liabilties and equity
The accompanying notes are an integral par of these consolidated financial statements.
86
MIDAMERICAN ENERGY HOLDINGS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in millons)
Years Ended December 31,
2009 2008 2007
Operating revenue:
Energy $10,167 $11,535 $10,876
Real estate 1.037 1.33 1.00
Total operating revenue 11,04 12,668 12,376
Operating costs and expenses:
Energy:
Cost of sales 3,904 5,170 4,649
Operating expense 2,571 2,369 2,442
Depreciation and amortization 1,238 1,110 1,130
Real estate 1,026 1.91 1,467
Total operating costs and expenses 8,739 9,840 9,688
Operating income 2,465 2,828 2,688
Other income (expense):
Interest expense (1,275)(1,333)(1,320)
Capitalized interest 41 54 54
Interest and dividend income 38 75 105
Other, net 146 1.88 112
Total other income (expense)(1.050)(6)(1.049)
Income before income tax expense and equity income 1,415 '.2,812 1,639
Income tax expense 282 982 456
Equity income (55)(41)(36)
Net income 1,188 1,871 1,219
Net income attributable to noncontrolIng interests 3 i 21 30
Net income attributable to MEHC $LI57 $1850 $1 189
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED BALANCE SHEETS
(In thousands)
As of Decem ber 31,
2009 2008
ASSETS
Current assets:
Cash and cash equivalents
Commissions and other trade receivables, net
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Deferred income taes
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Total current assets
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$36,676 $6,652
14,268 19,070
64,249 80,698
1,552 15,027
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9,755 13,924
134,675 143,317
58,684 65,838
290,170 289,479
41,539 43,494
19,003 15,050
1 ~,492 14,957
$ 555.563 $ 572,135Total assets
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4
HOMESERVICES OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
(In thousands, except share and per share amounts)
LIABILITIES AND EQUITY
Current liabilties:
Accounts and commissions payable
Accrued expenses
Income taxes payable
Amounts held in trst
Accrued restructuring
Current portion of long-term debt
Other current liabilties
Total current liabilties
Agent profit sharing
Accrued restructuring
Long-term debt
Deferred income taxes
Other long-term liabilties
Total liabilties
Commitments and contingencies (Note 14)
Equity:
HomeServices shareholders' equity:
Series A redeemable preferred stock, $0.01 par value, 4,000 shares authorized;
2,000 shares issued and outstanding as of December 31, 2008
Common stock, $0.01 par value, 38,000 shares authorized; 13,200 shares issued
Additional paid-in capital
Retained earings
Accumulated other comprehensive loss, net
Less treasury stock, 1,950 common shares, at cost
Total HomeServices shareholders' equity
Noncontrollng interests
Total equity
Total liabilties and equity
As of December 31,
2009 2008
$9,003 $13,703
33,150 29,629
5,375
64,249 80,698
9,385 14,434
296 6,320
11,725 12,491
133,183 157,275
16,358 18,510
14,100 18,234
445 733
24,491 14,315
29,666 30,909
218,243 239,976
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337.320
133,427
213,444
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398
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$ 555,563 $ 572,135
The accompanying notes are an integral par of these consolidated financial statements.
5
HOMESERVICES OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
Years Ended December 31,
2009 2008
Operating revenue:
Commission revenue $919,476 $1,023,561
Title and escrow closing fees 68,683 63,648
Other 49,246 45.578
Total operating revenue 1.037.405 1.32,787
Operating costs and expenses:
Commission expense 687,124 763,427
Salaries and employee benefits 159,559 171,371
Occupancy 69,091 82,735
Business promotion and advertising 28,423 41,314
Restructuring expenses 8,721 39,138
Depreciation and amortization 15,387 18,609
Amortization of pending real estate contracts and home listings 2,794 59
Other operating expense 55,6 11 73,715
Total operating costs and expenses \,026,710 l. 90.368
Equity earnings 27,939 1 \,48
Operating income (loss)38,634 (46,033)
Other income (expense):
Interest expense (489)(1,789)
Other, net 5,174 2.456
Total other income (expense)4,685 667
Income (loss) before income tax expense (benefit)43,319 (45,366)
Income tax expense (benefit)16,723 (20,265)
Net income (loss)26,596 (25,101)
Net income attributable to noncontrollng interests 1.42 892
Net income (loss) attributable to HomeServices 25,454 (25,993)
Preferred dividend \,557
Earnings (loss) available to HomeServices common shareholders $23,897 $(25,933)
The accompanying notes are an integral par of these consolidated financial statements.
6
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KERN RIVER GAS TRANSMISSION COMPANY
BALANCE SHEETS - REGULATORY BASIS
(Amounts in thousands)
As of December 31,2009 2008
ASSETS
Utilty plant, net $1,622,773 $1,606,757
Other propert and investments 2,022 1,254
Current and accrued assets:
Cash and cash equivalents 27,636 17,924
Trade receivables 34,308 35,704
Transportation and exchange gas receivables 1,933 3,437
Inventories 7,962 6,816
Other current and accrued assets 2,212 1,955
Total current and accrued assets 74,051 65,836
Deferred debits:
Deferred income taxes 33,770 19,269
Regulatory assets 116,510 132,635
Other deferred debits 17,005 21,892
Total assets $1 866.131 $1.847.643
PARTNERS' CAPITAL AND LIABILITIES
Parners' capital:
Contributed capital $783,871 $783,871
Retained deficit (215,592)(185,024)
Accumulated other comprehensive income, net 97
Total parters' capital 568.376 598,847
Long-term debt - notes payable to subsidiar - less current portion 790,034 868,702
Other non-current liabilties:
Provision for rate refunds 45,338 24,632
Other non-current liabilties 20 2,939
Total other non-current liabilities 45.358 27,571
Current and accrued liabilties:
Current portion of long-term notes payable to subsidiar 78,668 74,906
Accounts payable 9,163 2,790
Accrued interest 602 555
Income taxes payable (receivable)8,333 (37,017)
Accrued propert and other taxes 3,697 3,624
Other current and accrued liabilties 2,759 4,269
Total current and accrued liabilities 103,222 49.127
Deferred credits:
Deferred income taxes 330,881 300,719
Regulatory liabilties 27,301 1,653
Other deferred credits 959 1,024
Total liabilties 1,297,755 1,248,796
Total partners' capital and liabilties $1.866131 $I 847643
The accompanying notes are an integral par of these financial statements.
7
KERN RIVER GAS TRANSMISSION COMPANY
STATEMENTS OF INCOME - REGULATORY BASIS
(Amounts in thousands)
Years Ended December 31,
2009 2008
Operating revenue -transportation $371,951 $443,062
Operating costs and expenses:
Operation and maintenance 34,662 36,577
Depreciation and amortization 63,368 72,281
Regulatory debits and credits 38,168 14,634
Propert and other taes 15,909 16,364
Income tax expense 64.435 90.412
Total operating costs and expenses 216,542 230,268
Operating income 155,409 212,794
Other income:
Interest income 136 426
Other, net 2,011 306
Income tax benefit 1,278 33
Total other income 3,425 765
Interest charge:
Interest on long-term notes payable to subsidiar 50,251 54,325
Amortization of deferred financing costs 3,768 4,072
Miscellaneous interest expense 2,438 8,614
Allowance for borrowed funds used during construction (1,055)(Il5)
Total interest charges 55,402 66,896
Net income $103.432 $146.63
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8
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MEHC Insurance Services Ltd.
Balance Sheets
December 31, 2009 and 2008
2009 2008
Assets
Cash and cash equivalents
Accrued interest
Deferred policy acquisition costs
Federal income tax receivable
$16,973,529
320
5,804
$14,240,663
12,468
5,805
76
Total assets $16,979,653 $14,259,012
Liabilties and Shareholder's Deficit
Liabilties:
Unpaid losses and loss adjustment expenses $13,187,008 $11,588,869
Claims payable to affiiate 7,744,157 4,726,547
Premium deficiency reserve 154,000 2,300,000
Unearned premiums 1,527,452 1,527,452
Accrued expenses 70,482 66,232
Federal income tax payable 1,168
Total liabilities 22,684,267 20,209,100
Shareholder's deficit:
Common stock, no par value, 1,000,000 shares
authorized, 100,000 shares issued and outstanding
Additional paid-in capital 26,256,461 13,726,461
Accumulated deficit (31,961,075)(19,676,549)
Total shareholder's deficit (5,704,614)(5,950,088)
Total liabilities and shareholder's deficit $16,979,653 $14,259,012
The accompanying notes are an integral part of these financial statements.
2
MEHC Insurance Services Ltd.
Statements of Operations
For the Years Ended December 31, 2009 and 2008
2009 2008
Revenues:
Premium written and earned $6,969,001 $6,969,001
Investment income 16,456 201,172
Total revenues 6,985,457 7,170,173
Losses and expenses:
Losses and loss adjustment expenses incurred 21,319,980 11,626,662
Premium deficiency (income) expense (2,146,000)2,300,000
General and administrative expenses 138,835 135,675
Total losses and expenses 19,312,815 14,062,337
Net loss before federal income tax (benefit) expense (12,327,358)(6,892,164 )
Federal income tax (benefit) expense (42,832)22,924
Net loss $(12,284,526)$( 6,915,088)
The accompanying notes are an integral par of these financial statements.
3
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PPW HOLDINGS LLC
BALANCE SHEET
December 31, 2009
(in thousand of dollars)
ASSETS
Accounts receivable, net of allowance for
doubtful accounts
Amounts due from affliates
TOTAL CURNT ASSETS
Propert, plant and equipment
Provision for depreciation and amortization
Net Propert, plant and equipment
Construction work in process
TOTAL PROPERTY, PLANT AND EQUIMENT, NET
OTHER ASSETS
Investment in subsidiaries
Intangible assets
Deferred charges and other
TOTAL OTHR ASSETS
TOTAL ASSETS
LIABILITIES
Amounts due to affliates
Long-term debt and capital lease obligations,
currently maturing
Other current liabilities
TOTAL CURNT LIABILITES
DEFERRED CREDITS
Deferred . Income taxes
Other
TOTAL DEFERRD CREDITS
LONG-TERM DEBT AND OTHER LONG-TERM OBLIGA nONS
Long-term debt and other capital lease obligations,
net of current maturities
TOTAL LONG TERM DEBT & CAPITAL LEASES
TOTAL LIABILITS
Common stock
Retained earings
Accumulated other comprehensive loss, net
Total Common Equity
TOTAL STOCKHOLDERS EQUIY
TOTAL LIABILITIES & STOCKHOLDERS EQUITY
PPW Holdings
$3,268
91
3,359
137,590
(27,734)
109,856
109,856
6,612,941
1,126,642
46,081
7,785,664
$7,898,879
11
10,566
2,550
13,127
786
(165)
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99,290
99,290
113,038
6,117,086
1,664,041
4,714
7,785,841
7,785,841
$7,898,879
PPW HOLDINGS LLC
STATEMENT OF INCOME
For the year ended December 31, 2009
(in thousands of dollars)
PPW Holdings
REVENUES
Revenue $
EXPENSES
Energy costs (28,849)
Operations and maintenance (44)
Depreciation and amortization 9,042
Taxes other than income taxes
Total (19,851)
Income from continuing operations
before income taxes 19,85 I
Interest expense and other
Interest expense 18,009
Interest income (2,963)
Equity earnings (541,880)
Total (526,834)
Income from continuing operations
before income taxes 546,685
Provision for income taxes 2,548
Net income (loss)544,137
Net income attributable to noncontrollng interests 2,084
Net income attributable to the company $542,053
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PacifiCorp Foundation
Statement of Income and Changes in Net Assets
For the Period Ended December 31, 2009
(in dollars)
(Unaudited. Internal Use Only)
Year-to-Date
Revenue and contributions:
Deposits - tax/bank refunds
Interest income
Dividends
Realized gain/(Ioss) on sale of investment
Unrealized gain/(Ioss) on investment
Capital gains on investments
Miscellaneous income
Total revenues/(Iosses) and contributions
$5,651
632
823,146
(2,648,232)
8,677,437
140,584
11,535
7,010,753
Expenses:
Grants:
Health, welfare and social services
Education
Culture and arts
Civic and community betterment
Giving campaign match
Matching gift program
Small community capital projects
Rocky Mountain Power Foundation special grants
Pacific Power Foundation special grants
PacifiCorp Foundation special grants
Global Days of Service
Other Community Pledge
Grants approved for future periods
Total grants
Administrative expenses
Investment management fees
Taxes
Bank fees
Miscellaneous expenses
Total expenses
205,000
257,000
103,600
88,000
299,890
64,456
99,850
17,500
14,500
50,000
80,000
637,500
(387,500)
1,529,796
173,553
69,548
14,451
1,240
1,788,588
Net assets increase (decrease)
Net assets beginning of period
Net assets end of period
5,222,165
31,616,399
36,838,564$
PacifiCorp Foundation
Statement of Financial Position
(in dollars)
(Unaudited. Internal Use Only)
12/31/2009
Assets:
Cash $48,584
Restricted investments:
Cash and cash equivalents 112,587
Interest receivable 21
Dividend receivable 6,771
Tax receivable 907
Receivable for investments sold 17,664
State Street investments 37,248,205
Total restricted investments 37,386,155
Total assets 37,434,739
Liabilities:
Accounts payable 21,175
Grants payable 575,000
Total liabilties 596,175
Net assets $36,838,564
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ENERGY WEST MIG COMPANY
BALANCE SHEET
December 31,2009
(in thousands of dollars)
ASSETS
Cash and cash equivalents
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doubtful accounts
Unbiled revenue
Amounts due from affliates
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Other current assets
TOTAL CURRNT ASSETS
OTHER ASSETS
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TOTAL OTHR ASSETS
TOTAL ASSETS
LIABILITIES
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TOTAL CURRNT LIABILITES
DEFERRD CREDITS
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TOTAL DEFERRD CREDITS
TOTAL LIABILITIES
STOCKHOLDERS' EQUITY
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TOTAL STOCKHOLDERS EQUlTY
TOTAL LIABILITIES & STOCKHOLDERS EQUITY
Energy West
Mining Company
$(198)
5
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23,834
139
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$5,495
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INTERWEST MINING COMPANY
BALANCE SHEET
December 3 i, 2009
(in thousands of dollars)
ASSETS
Amounts due from affliates
TOTAL CURRNT ASSETS
TOTAL ASSETS
LIABILITIES
Accounts payable
Accrued employee expenses
Taxes payable
Other liabilties
TOTAL LIABILITES
STOCKHOLDERS' EQUITY
Common stock
TOTAL STOCKHOLDERS EQUITY
TOTAL LIABILITIES & STOCKHOLDERS EQUITY
Interwest
Mining Company'
$368
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$368
$17
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PACIFICORP ENVIRONMENTAL REMEDIATION COMPAN
BALANCE SHEET
December 31, 2009
(in thousands of dollars)
ASSETS
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Amounts due from affliates
Deferred income taxes
TOTAL CURRNT ASSETS
PacifiCorp
Environmental
$29,030
31
2,391
31,452
TOTAL ASSETS $31,452
LIABILITIES
Accounts payable
Other current liabilities
TOTAL CURRNT LIABILITIES
$27
5,843
5,870
DEFERRD CREDITS
Deferred income taxes
Other
TOTAL DEFERRED CREDITS
(2,289)
4,821
2,532
TOTAL LIABILITES 8,402
STOCKHOLDERS' EQUITY
Common stock
Retained earings
Total Common Equity
14,720
8,330
23,050
TOTAL STOCKHOLDERS EQUITY 23,050
TOTAL LIABILITIES & STOCKHOLDERS EQUITY $31,452
PACIFICORP ENVIRONMENTAL REMEDIATION COMPANY
STATEMENT OF INCOME
For the year ended December 31, 2009
(in thousands of dollars)
REVENUES
Revenue
EXPENSES
Energy costs
Operations and maintenance
Depreciation and amortization
Taxes other than income taes
Total
Income from continuing operations
before income taxes
Interest expense and other
Interest expense
Interest income
Allowance for borrowed funds
Allowance for equity funds
Other
Total
Income from continuing operations
before income taxes
Provision for income taxes
Net income (loss)
Net income attributable to non controllng interests
Net income attributable to the company
Preferred dividends
Earnings (loss) on common shares
PacifiCorp
Environmental
$
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2,701
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1,812
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PACIFIC MINERIALS, INC./BRIDGER COAL COMPANY (1)
BALANCE SHEETS
December 31, 2009
(m thousands 01 dollars)
ASSETS
Cash and cah equivalents
Accounts receivable, net of allowace for
doubtful accounts
Amounts due from afliats
Materials and supplies
Fuel
Other curent asse
TOTAL CURRENT ASSETS
Propert, plant and equipment
Provision for depreciation and amortization
Net Propert, plant and equipment
Constrction work in process
TOTAL PROPERTY, PLAN AND EQUIPMENT, NET
Deferred charges and other
TOTAL OTHER ASSETS
TOTAL ASSETS
LIABILITIES
Accounts payable
Amounts due to affi liates
Accrued employee expenses
Taxes payable
Other current liabilities
TOTAL CURRENT LIABILmES
DEFERRED CREDITS
Regulatory liability
Pension and other post employmenlliabilities
Other
TOTAL DEFERRED CREDITS
TOTAL LIABILITS
STOCKHOLDERS' EQUITY
BCC Contrbution
BCC Distribution
BCC Retained Earings
Parer's Capital - Bridger Coal Company
Preferred stock
Common stock
Retaned earings
Total Common Equity
Noncontrolling Interest
TOTAL STOCKHOLDERS EQUITY
TOTAL LIABILITIES & STOCKHOLDERS EQUITY
(I) Each entity is presented on a stand-alone basis.
Pacific
Minerals, Inc.
Bridger Coal
Company
$44 1,928
5,601
4,858
9,712
13,463
16,213
5,404
51,578
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436,615
(214,938)
221,677
27,807
249,484
167,938
167,938
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75,170
376,232
18,293
6,712
8,252
5,404
38,661
10,469
75,195
85,664
124,325
83,355
(II 5,515)
284,067
251,907
47,960
113,708
161,668
161,668 251,907
$173,582 $376,232
PACIFIC MINE RIALS, INC./BRIDGER COAL COMPANY (1)
STATEMENTS OF INCOME
December 31,2009
(in thousands of dollars)
Pacific
Minerals, Inc.
Bridger Coal
Company
REVENUES
Revenue $$198,904
EXPENSES
Energy costs
Operations and maintenance
Depreciation and amortization
Taxes other than income taes
Total
7 107,755
30,528
35,852
174,135
94
101
Income from continuing operations
before income taxes (101)24,769
Interest expense and other
Interest expense
Interest income
Allowance for borrowed funds
Allowance for equity funds
Other
Total
52
o
(16,512)
(16,460)
Income from continuing operations
before income taxes
Provision for income taxes
Net income (loss)
16,359
4,973
11,386
24,769
24,769
Net income attributable to non controllng interests
Net income attributable to the company $11,386 $24,769
(1) Each entity is presented on a stand-alone basis.
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Trapper Mining Inc.
Consolidated Balance Sheet
December 31 , 2009
(Unaudited)
Assets:
Current Assets:
Cash & Cash Equivalents
Accounts Receivable
Inventories
Prepaid and Other Current Assets
Total Current Assets. . . . . . . . . . . . . . . . . . . . . .
Property Plant and Equipment before FAS 143:
Lands and Leases
Development Costs
Equipment and Facilities
Total Property Plant and Equipment (Cost) . . . . .
Less Depreciation and Amortization
Total Property Plant and Equipment (Net) . . . . . .
FAS 143 Property Plant and Equipment (Net). . .
Grand Total Propert Plant and Equipment (Net)
Acquired GE Royalty
Reclamation Receivable from Buyers
Restricted Funds - Black Lung
Total Assets. . . . , , . . . . , , , . . , , . . . . , . . , , , . . .
Liabilties and Members' Equity:
Current Liabilities:
Accounts Payable
Accrued Royalties
Accrued Payroll Expenses
Accrued Production Taxes
Deferred Reclamation Revenue
Current Portion Long-Term Debt
Total Current Liabilties. . . . . . . . . . . . . . . . . . . .
Long-Term Debt
Asset Retirement Liabilty
Long-Term Black Lung Liabilty
Total Liabilities. . . . . . . . . . . . . . . . . .. . . . . . . .
Members' Equity
Paid in Capital (l 1/1/98
Patronage Equity - Prior Year
Non-Patronage Equity - Prior Year
Patronage Equity - Current Year
Non-Patronage Equity - Current Year
Total Members' Equity. . . . . . . . . . . . . . . . . . . . . .
Total Liabilties and Members' Equity. . , , , . . . ,
$ 7,911,084
7,996,240
5,798,271
473,622
$ 22,179,217
$ 9,531,921
2,834,815
108,741,632
$ 121,108,368
(82,314,368)
$ 38,794,000
5,634,339
$ 44,428,339
6,818,182
10,503,172
500,000
$ 84,428,910
$1,993,196
241,943
2,578,102
1,323,650
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$10,221,750
15,824,119
16,371,595
277,953
$42,695,417
$20,324,925
10,637,110
940,300
8,724,267
1,106,891
$41,733,493
$84,428,910
TRAPPER MINING INC
CONSOLIDATED NET INCOME
AS OF: DECEMBER 31,2009
NET INCOME
FOR THE MONTH
NET INCOME
YEAR TO DATE
TRAPPER MINING $ 1,040,611.93 9,880,692.20
NET INCOME (LOSS) BEFORE TAX
CURRENT TAX PROVISION
$ 1,040,611.93
(55,745.40)
$ 9,824,946.80
WILLIAMS FORK MINING
6,211.00
TOTAL TAX PROVISION 0.00 6,211.00
NET INCOME (LOSS) AFTER TAX $ 1,040,611.93 9,831,157.80
SALT RIVER 32.10%15,725.37 355,311.93
TRI-STATE 26.57%13,016.30 294,100.87
PACIFICORP 21.40%10,483.58 236,874.62
PLATTE RIVER 19.93%9,763.45 220,603.33
TOTAL NONPATRONAGE INCOME (LOSS)48,988.70 1,106,890.75
SALT RIVER 32.10%318,311.05 2,800,489.72
TRI-STATE 26.57%263,474.30 2,318,037.76
PACIFICORP 21.40%212,207.37 1,866,993.15
PLATTE RIVER 19.93%197,630.51 1,738,746.42
TOTAL PATRONAGE INCOME (LOSS)991,623.23 8,724,267.05
TOTAL INCOME (LOSS)1,040,611.93 9,831,157.80
TRAPPER MINING INC
CONSOLIDATED PATRONAGE & NONPATRONAGE INCOME ALLOCATION
DECEMBER 31, 2009
NET INCOME $
FOR THE MONTH
NET INCOME
YEAR TO DATE
TRAPPER PATRONAGE INCOME
TRAPPER NONPATRON INCOME
991,623.23
48,988.70
TOTAL TRAPPER INCOME
WFMC NONPATRONAGE INCOME
1,040,611.93
TOTAL CONSOLIDATED INCOME 1,040,611.93
SALT RIVER
TRI-STATE
PACIFICORP
PLATTE RIVER
32.10%
26.57%
21.40%
19.93%
318,311.05
263,474.30
212,207.37
197,630.51
2,800,489.72
2,318,037.76
1,866,993.15
1,738,746.42
TOTAL TRAPPER PATRONAGE 991,623.23 8,724,267.05
SALT RIVER
TRI-STATE
PACIFICORP
PLATTE RIVER
32.10%
26.57%
21.40%
19.93%
15,725.37
13,016.30
10,483.58
9,763.45
373,206.20
308,912.42
248,804.14
231,713.39
TOTAL TRAPPER NONPATRON 48,988.70 1,162,636.15
TOTAL TRAPPER INCOME 1,040,611.93 9,886,903.20
SALT RIVER
TRI-STATE
PACIFICORP
PLATTE RIVER
32.10%
26.57%
21.40%
19.93%
(17,894.27)
(14,811.55)
(11,929.52)
(11,110.06)
(55,745.40)TOTAL WFMC NONPATRONAGE
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EXHIBIT A
HUNTINGTON-CLEVELAND IRRIGA nON COMPANY
STATEMENTS OF FlNANCIAL POSITION
AS OF DECEMBER 31, 2009 AND 2008
TOTAL ALL FUNDS
2009 2008
ASSETS
CURRNT ASSETS:
Cash and cash equivalent $118,703 $164,962
Restricted cash 859,971 229.747
Undeposited funds 71,500
Accounts receivable:
Shareholder assessments 21,915 16,275
Contracts receivable:
Division of Water Resources 283,743
Rocky Mountain Power 150,393 2.061,041
Bureau of Reclamation 173,727 2,488
NRCS 589,038
Total current assets $1,679,952 $3,063.551
NONCURRENT ASSETS:
Fixed Assets:
Land $41,722 $17,901
Easements 81,790 49,674
Water rights 3,096,469 3,096,469
Vehicles 23,563 14,826
Offce equipment 1,383
Diverion strctures 55,000 55,000
Storage facilties improvements 3,072,833 3,072,833
Construction in progress
Salinity project 39,380,479 30,637,470
Miler flat dam safety upgrade 468,252
Accumulated depreciation (2,346,305)(2,307,876)
Total noncurrent a~sets 43,875,186 34,636,297
Total assets $45,555,1311 $37,699,848
"The accompanying notes are an integral par ofthís statement."
3
EXHIBIT A
(Continued)
HUNTINGTON-CLEVELAND IRRIGATION COMPANY
STATEMENTS OF FINANCIAL POSITION
AS OF DECEMBER 31. 2009 AND 2008
TOTAL ALL FUNDS
2009 2008
LIABILITIES AND NET ASSETS
CURRENT LIABILITIES:
Accounts payable $998,391 $2,706,955
Wages payable 4,255
Payroll taes payable 3,689 2.595
Current portion of long-term liabilties 50,000 50,000
Total currnt liabilties $1,056,335 $2,759,550
LONG-TERM LIABILITIES:
Note payable $1,343,241 $324,441
Accrued interest payable 11,281
Total long-term liabilities 1,354,522 324,441
Total liabilties $2,410,857 $3,083,991
NET ASSETS:
Unrestricted:$3,944,922 $3.633,858
Restricted:
Salinity Project 39,199,359 30,981,999
Total net assets $43.144,281 $34,615,857
Totalliabìlties and net assets $45,555,138 $37,699,848
"The accompanying notes are an integrl par of this statement."
4
EXHIBJTB
HliNTINGTON.cLEYELAND IRRIGATION COMPANY
, STATEMEJlTSOF ACTIVIT
FOR THE YEA!l ENDED DECEMBER ll, 200 AND 2008
TOTAL ALL FUDS
UNESICTD RESTRICTD
OPERATIONS &SALINITY
MAINTENANCE PROJECT 2009 2008
Charges for Services:
A Water Assessment S 105,210 $105,210 S 103.946
B Water Assessment 17,660 17,660 17,128
Municipal and Industry Assessment 51,117 51,117 52,953
Dam Repayment Assessment 51,068 51,068 51,080
Project Repaymenl/O & M Assessment 41,940 41,940 41,957
Minimal Assessment Adjustments 2,014 2,014 1,976
Net chares for services $269,009 S $269,00 $269,040
Govermental grnts $342,476 $2,920,717 $3,263,193 $2,972,820
Other Revenue:
Private Contribution. Rocky Mountain Power $3,632,479 $3,632,479 $5,249,190
Payments from Stockholders (NReS)1,667,738 1,667,738 1,173,419
Certi ñcate Transfers $1,210 1,210 2,110
Late Fees 574 574 758
Interet 4,118 8,007 12,125 14,656
Reimbursements 7,739 7,739 9,500
Miscellaneous 1,059 1,059 959
Total other revenue $14,700 $5,308,224 S 5,322,924 $6,450,592
Total revenues $626,185 $8,228,941 $8,855,126 $9,692,452
Expenses:
Proram setices:
Water Master Wage $42,210 $42,210 $41,531
Reseoir Manager Wage 11,754 11,54 11,484
System Tech Wage 34,628 34,628
Payroll Benefits 8,456 8,456 5,997
Machine Hire 9,407 9,407 1,654
Non Employe Labor 2,860 2,860 1,571
Joe's Valley Dam Repayment 26,266 26,266 26,266
O&M.EWCD 18,093 \8,093 15,632
O&M - EWCD . RRA Admin 15,430 15,430
Water Rights Assessments 23,524 23,524 23,296
Beaver & Muskrat Control 2,125 2,125 1,380
Vehicle and Equipment Expense 17,855 17,855 16,533
Material and Suppl ies 3,842 3,842 2,264
Insurance 6,007 6,007 4,938
Depreciation 38,129 S 300 38,429 36,687
Total program expenses $260,586 $300 S 260,886 $189,233
''The accompanying notes are an integral pa of this statement. .
5
EXHIBIT B
(Continued)
HUNTINGTON-CLEVELAND IRRICA nON COMPANY
STATEMENTS OF ACTIVITIES
FOR THE YEARS ENDED DECEMBER 31, 200 AND 200
TOTAL ALL FUNDS
UNR.ESTRICTED RETRICTD
OPERA nONS &SALINITY
MAINTENANCE PROJET 2009 2008
Supprt Services:
Secretary Wage S 24,808 $24,808 $24,000
Payroll Benefits 2,812 2,812 2,720
Offce Rent 3,600 3,00 3,60
Accounting and Auditing 4,100 4,100 4,040
Legal Pees 4,104 4,104 2,379
Telephone arnlntemel 5,4S8 5.458 3,616
Offce Supplies 3,231 3,23 i 2,450
Posage 1,058 1,058 1,046
Meetings 841 841 2,553
Bank Charges and Pees 548 548 330
¡merest $11,281 11,281
Miscellaneous 3,975 3,975 1,500
Total supprt services $54,535 $11,281 $65,816 48,234
Totl expenses S 315,121 $11,581 $326,702 $237,467
Change in net asets $311,064 S 8,217,360 $8,528,424 S 9,454,985
Net assets, beginning of year 3,633,858 30,981,999 34,615,857 25,173,130
Prior peiod adjustment (12,258)
Net asets, end of year $3,944,922 $39,199,359 $43,144,281 $34,615,S57
"T accompanying notes are an integrl part ofllis statement.'
6
III. Loans
The following information on loans to and from affliates of PacifiCorp includes the
following:
1. The month-end amounts outstanding.
2. The highest amount outstanding during the year, separately for short-term and
long-term loans.
3. A description of the terms and conditions, including basis for interest rates.
4. The total amount of interest charged or credited and the weighted-average
interest rate.
Loan Summary
2009
PACIFIC
REOUIRMENTS MIERALS INC.
II. For inter-company loans to I from afliates:
A.The month-end amounts outstanding for short-term
and long-term loans:
Short-term loans:
Januar - December (a)
Long-tenn loans:N/A
B.The highest amount during the year separately for
short-term and long-tenn loans:
Maximum loan to affliate:
Short-tenn loans:
Amount $23,824,223
Date Januar 6, 2009
Maximum loan to affliate:
Long-term loans:
Amount N/A
Date N/A
Maximum loan from affliate:
Short-term loans:
Amount $ -
Date N/A
Maximum loan from affliate:
Long-term loans:
Amount N/A
Date N/A
C.A description of the terms and Pursuat to the
conditions for loans including the terms and conditions of the
bais for interest rates:Umbrella Loan Agreement
D.The total amount of interest charged or credited and
the weighted average rate of interest separately for
short-tenn and long-tenn loans:
Short-term loans:
Interest paid $ -
Interest received $50,646
(b)
Long-term loans:
Interest charged or credited N/A
(a) Refer to the following schedule for the detail of month-end loan amounts outstading.
(b) Refer to the following schedule for the detail of interest charged or credited and the rates of interest.
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iv. Debt Guarantees
If the parent guarantees any debt of affliated interests, identify the entities involved,
the nature of the debt, the original amount, the highest amount during the year ended
December 31, 2009 and the balance as of December 31, 2009.
PacifiCorp does not guarantee the debt of its subsidiaries or any of its affiiates.
v. Other Transactions
A description of affliated interest transactions other than services, loans or debt
guarantees. Such transactions might include, among other things, asset transfers or
equipment leases. State the annual charges or values used for assets and the basis used to
determine pricing.
PacifiCorp is part to a ta-sharing arangement and is par of the Berkshire Hathaway United
States federal income tax return. PacifiCorp's provision for income taes has been computed
on a stand-alone basis. PacifiCorp remits federal and certain state income tax payments to
PacifiCorp's direct parent company, PPW Holdings LLC. The ta payments are then remitted
to MidAmerican Energy Holdings Company. At December31, 2009, MidAmerican Energy
Holdings Company owed PacifiCorp and its subsidiaries $249,161,010 under this arangement.
As of December 31, 2009, Pacific Minerals, Inc. ("PM1") owed PacifiCorp $3,216,325 related
to amounts paid by PacifiCorp on behalf of and subsequently reimbursed by PMl for payroll,
benefits and other transactions, and also includes amounts biled for income taxes paid by
PacifiCorp.
VI. Employee Transfers
By affliate and job title, provide the total number of executive, management and
professional/technical employees transferred to and from the utilty. By affliate,
provide the total number of other employees transferred to and from the utilty.
Report of PacifiCorp Employee Transfers to Affiliates
During the Year Ended December 31, 2009
Executive, Management and Professional/Technical Employees
Affliate Job Title Count
MidAmerican Energy Company Managing Director, Plant
MidAmerican Energy Holdings Company Manager, Transmission Strategy and Policy
Toml 2
Report of PacifCorp Employee Transfers from Affiliates
During the Year Ended December 31,2009
Executive, Management and Professional/echnical Employees
Affliate Job Title Count
Northern Natural Gas Company Director, Procurementlaterials
Northern Natural Gas Company VP, Resource Development and
Construction
Total 2
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 ofthe company.
PacifiCorp
Cost Allocation Manual
For the Year Ended December 31,2009
Overview/Introduction
This section describes the allocation of costs between PacifiCorp and its non-regulated affliates.
On March 3 i, 2006, PacifiCorp entered into an Intercompany Administrative Services Agreement
("IASA") between MEHC and its subsidiaries. PacifiCorp is an indirect subsidiar of MEHC, 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 facilties, including but not limited to office space,. conference rooms,
furniture, equipment, machinery, supplies, computers and computer softare, insurance
policies and other personal propert; and
d) the use of automobiles, airplanes, other vehicles and equipment.
PacifiCorp's Non-Regulated Activities and Affliates
The following is a list ofPacifiCorp's Non-Regulated Activities:
. During the year ended December 31, 2009, PacifiCorp did not allocate costs to any non-
regulated subsidiaries.
. During the year ended December 3 1,2009, PacifiCorp was allocated costs by only one non-
regulated affliate: MEHC. Refer to section I.C. for a description ofMEHC.
For PacifiCorp's affliates and subsidiaries that meet the requirements ofORS 757.015:
. Refer to section I for a list of PacifiCorp's and a partial list of MEHC's subsidiaries as of
December 31,2009. Refer to Exhibit 21. of the MEHC Form 10-K for a complete list of
MEHC's subsidiaries as of December 3 1,2009.
. Refer to Exhibit 21 of the Berkshire Hathaway Form 10-K for a list of subsidiaries of
MEHC's parent company, Berkshire Hathaway, as of December 3 1,2009.
Allocation Methods
MEHC to subsidiaries
In connection with the March 2006 acquisition of PacifiCorp by MEHC, MEHC committed to
PacifiCorp's state regulatory commissions to limit the amount of management fees that PacifiCorp
pays to MEHC each year to $9,000,000. This acquisition commitment expires December 3 1,2010.
For the year ended December 31,2009, MEHC invoiced PacifiCorp a total of $11,568,011 in
management service fees for services performed by MEHC and subsidiaries under the IASA.
Pursuant to the commitment to state regulators, MEHC and PacifiCorp mutually agreed that
PacifCorp's total liability to MEHC for management services provided for the year ended
December 3 i, 2009 was a total of $9,000,000. Refer to the attched IASA schedule for description of
types of services provided. These services are based on the following:
. MEHC used six different formulae for allocating $2,523,908 of management costs to
PacifiCorp during the year ended December 31, 2009. These formulae are as follows:
o LOI: a two factor formula based on the labor and assets of each of MEHC's
subsidiaries. PacifiCorp's allocation percentage during the year ended
December 31, 2009 was 44.37%.
o LOI excluding HomeServices of America, Inc.: the same two factor formula as
LOI, except excluding the labor and assets of HomeServices of America, Inc.
PacifiCorp's allocation percentage during the year ended December 31,2009 was
47.30%.
o L03: the same two factor formula as LO 1, except excluding the labor and assets of
MEHC's international subsidiaries. PacifiCorp's allocation percentage during the
year ended December 31, 2009 was 50.33%.
o L05: the same two factor formula as L03 except excluding the labor and assets of
HomeServices of America, Inc. PacifiCorp's allocation percentage during the year
ended December 31, 2009 was 54.4 1 %.
o LRI: a formula to allocate legislative and regulatory costs to each of MEHC's
subsidiaries based on where the legislative and regulatory employees spent their
time. PacifiCorp's allocation percentage during the year ended December 31,2009
was 30%.
o Plant: a formula based on the gross plant asset amounts of each of MEHC's
subsidiaries. PacifiCorp's allocation percentage during the year ended
December 31, 2009 was 46.34%.
. In addition to the above allocated costs, PacifiCorp was apportioned $6,476,092 in costs
specifically identifiable to the management ofPacifiCorp by MEHC and subsidiaries. These
charges were based on actual labor, benefits and operational costs incurred.
Direct Charges
During the year ended December 31, 2009, PacifiCorp charged MEHC $1,380,059, primarily for
management, regulatory and financial services performed for MEHC and certain of its subsidiaries
and unconsolidated investments pursuant to the IASA. During the year ended December 31, 2009,
these subsidiaries and unconsolidated investments were MidAmerican Energy Company, Kern River
Gas Transmission Company, BYD Company Ltd., M&M Ranch Holding Company LLC,
MidAmerican Nuclear Energy Company LLC, PPW Holdings LLC and Constellation Energy Group,
Inc. These charges were based on actual labor, benefits and operational costs incurred. Please see
"Payroll Loadings and Overheads" below.
During the year ended December 31,2009, PacifiCorp charged MEHC for administrative services,
the ultimate beneficiary of which was NetJets. Services provided outside of the IASA are priced
consistent with state and federal transfer pricing rules.
Payroll Loadings and Overheads
PacifiCorp includes the following types of charges in its labor rates charged to affliates: salaries,
pension, 40I(k), medical benefits, payroll taes and other administrative and general overheads.
Service Provider and Administrative Allocations
Refer to the attched IASA schedule for list of services provided by MEHC under the IASA.
Organization Chart
Refer to Section I for the organization char.
INTRCOMPANY ADMINISATIE SERVIES AGREEMENT
BETN
MIDAMERICAN ENERGY HOLDINGS COMPANY
AND
ITS SUBSIDIRIES
This Intercompany Administrative Services Agreement ("Agreement") is entered into as of March 31, 2006
by ànd between MidArrican Energy Holdings Company (hereinafter the "Compny") and it direct and
indirect subsidianes (hereinafter the .Subsidiaries") (each a .Part" and together the .Parties").
WHEREA, the Company provides senior management, executive oversight and other administrative
services that provide value to and benefi the Subsidiaries as entRies in the consolidated group;
WHEREA, the Subsidianes have access to professional, technical and other specialized resources that
the Company may wish to utilze from time to time in the provision of such administrative services; and
WHEREAS, the Company and Subsidiaries may desire to utilze the professional, technical and other
specialized resources of certain Subsidiaries;
NOW, THEREFORE, in consideration of the premises and mutual agreement set forth herein, the
Company and Subsidiaries agree as follows:
ARTICLE 1. PROVISION OF ADMINISTRATIYE SERVICES
Upon and subject to the terms of tbis Agreement, services will be provided between and among the
Company and ns Subsidiaries that are not directly applicble to the production, distribution or sale of a
product or service available to customers of the Col1any or ns subsidiaries ("Administrative Services").
For purposes of this Agreement, Administrative Services shall include, but not be limned to the following:
a) services by executive, management, professional, technical and clerical employees;
b) financial services, payroll processing services, employee benefi 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 offe facilnies, including but not limned to offe space, conference rooms, furnfture,
equipment, machinery, supplies, computers and computer softare, insurance policies and other
personal propert;
d) the use of automobiles, airplanes, other vehicles and equipment;
To obtain specialized expertise or to achieve effiencies, the following sftuations may arise under this
Agreement whereby Administrative Services may be provided between and among the Company and fts
Subsidiaries:
a) The CO"1any may directly assign or alloate common costs to the Subsidiaries,
b) The CO"1any may procure Administrative Services from the Subsidiaries for fts own benefi,
c) The Company may procure Administrative Services from the Subsidiaries for subsequent
allocation to some or all Subsidiaries commonly benefiing, or
d) The Subsidiaries may procure Administrative Services from each other,
ARTICLE 2. DEFINITONS
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 utilty commsion or state public service
commission wfth jurisdiction over a rate-regulated Part, .
(c) "Subsidiaries" shall mean current and fuure direct and indirect majori-owned subsidiaries of the
Company.
ARTICLE 3. EFFECTIVE DATE
This Agreement shall be effe as of the date set forth aboe; proed, however, tht in thoe jurisicions in
which regulatory approval is required before the Ageement beom effive, the efftie 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:
(Q Direct Charges: The Part receivng the benefi of Administrtive Services ("Recipient Part") wil
be charged for the operating costs incurred by the Part providing the Administrative Services
("Providing Part"), including, but not limied to, allocable salary and wages, incentives, paid
absences, payroll taxes, payroll addftives (insurance premiums, heatth care and retirement
benefis and the like), direct non-labor costs, if any, and similar expenses, and reimbursement of
out-of-pocket third part costs and expenses,
(iQ Service Charges: Costs that are impractical to charge directly but for which a costlenefi
relationship can be reasonably identified. A practical allocation method wil be established by
Providing Part that allocates the cost of this service equftably and consistently to the Recipient
Part, Any changes in the methodology will be communicated in wrfting to rate-regulated
subsidiaries at least 180 days before the impll!mentation of the change.
(iii) Allocations: Costs incurred for the general benefi of the entire corporate group for which direct
charging and service charges are not practical. An allocation methodology wil be established
and used consistently from year to year. Any changes to the methodology wil be communicated
Page 2
in wrRing to rate-regulated subsidiaries at least 180 days before the implementation of the
change.
The charges constitute full compensation to the Providing Part for all charges, costs and expenses
incurred by the Providing Part on behalf ofthe Recipient Part in providing the Administratie Services,
unless otherwise specificlly agreed to in wrning 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 specifc rate or formulas shall be equttably adjusted to take into account such events or changed
circumstances,
Providing Parties wil bil each and all Recipient Parties, as appropriate, for Administrative Services
rendered under this Agreement in as specif a manner as practicable. To the extent that direct charging
for services rèndered is not practicable, the Providing Part may utilize allocation methodologies to assign
charges for services rendered to the Recipient Part, reflective of the drivers of such costs. Such
allocation methodologies may utilze allocation bases that include, but are not limited to: employee labor,
employee counts, assets, and muKi-factor allocation formulae.
Any cost allocation methodology. for the assignment of corporate and affliate costs will COJT1y wit the
following principles:
i) For Administrative Services rendered to a rate-regulated subsidiary of the CoJTany 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 co category is reasonable for the
rate-regulated subsidiary for the perfrmance of its regulated operations, is not duplicative of
Administrative Services already being perfrmed within the rate-regulated subsidiary, and is
reasonable and prudent.
ii) The Company and Providing Parties will have in place positive 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 suffcient to specifically identi costs subject to allocation,
particularly with respect to their origin, In addition, 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 responsibilit 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 identifed and segregated in the books of the regulated
operatin.
(b) PAYMENT.
(i) Each Providing Part shall bil the Recipient Part monthly for all charges pursuant to
this Agreement via billngs to the Company. The Company, in it capacit as a clearinghouse for
Page 3
intercompany charges wRhin the CorJany shall aggregate all charges and bil all Recipient Parties in a
single bil. 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; SIANDARD OF CARE
Rate-regulated Parties will comply wRh 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 busineses 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 perfrm their obligations hereunder in a commercially reasonable manner.
ARTICLE 6. ~
Each Part shall bear all taxes, dutes and other similar charges except taxes based upon "s gross income
(and any related interest and penalties), imposed as a resun of fts receipt of Administrative Services under
this Agreement, including wfthout limittion sales, use, and value-added taes,
ARTICLE 7. ACCOUNTING AND AUD!TNG
Providing Parties and the Company shall maintain such books and records as are necessary to support the
charges for Administrative Services, in sufient detail as may be necesary 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 wfth go recrd management practices and w"h at
least the same degree of completeness, accuracy and care as it maintains for fts own records; and
(c) shall maintain it own accounting records, separate from the other Part's accounting records.
Subject to the provisions of this Agreement, Records supporting intercompny billings shall be available for
inspection and copying by any qualifed representative or agent of either Part or it affliates, at the
expense of the inquiring Part. In addition, State Commission staff or agents may audft the accounting
records of Providing Parties that form the basis for charges to rate-regulated subsidiaries, to determine the
reasonableness of allotion factors used by the Providing Part to assign costs to the Recipient Party and
amounts subject to alloction or direct charges. All Parties agree to cooperate fully with such audKs.
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ARTICLE 8. BUDGETNG
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 perfrmed 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 Part shall promptly notify
the other Part in writng of any requested material change to the budget costs for any service being
provided.
ARTICLE 9. COOPERATION WITH OTHERS
The Parties wil use good taRh effrts to cooperate wRh each other in all matters relating to the provision
and receipt of Administratie Services. Such good taRh cooperation wil include providing electronic access
in the same manner as provided other vendors and contractors to systems used in connection wRh
Administrative Services and using commercially reasonable effrt to obtain all consents, licenses,
sublicenses or approvals necessry to permR each Part to perfrm Rs obligations. Each Part shall make
available to the other Part any information required or reasonably requested by the other Part regarding
the penormance of any Administratie Service and shall be responsible fortimely providing that information
and for the accuracy and completeness of that information; provided, however, that a Part shall not be
liable for not providing any information that is subject to a confientialit obligation owed by R to a person or
regulatory body other than an affliate of R or the other Part. Either Part shall not be liable for any
impairment of any Administrative Service caused by R not receiving information, either timely or at all, or by
R receiving inaccurate or incomplete information from the other Part that is required or reasonably
requested regarding that Administrative Service, The Parties wil cooperate wRh each other in making such
information available as needed in the event of any and all internal or external audit, utilit regulatory
proceedings, legal actions or dispute resolution, Each Part shall fully cooperate and coordinate with each
othets employees and contractors who may be awarded other work, The Parties shall not commi or permit
any act, which wil interfere wRh the perfrmance of or receipt of Administrative Services by either
Part's
employees or contractors.
ARTICLE 10. COMPLIANCE WITH ALL LAWS
Each Part shall be responsible for (i) it compliance wih all laws and governmental regulations affecting
Rs business, including but not limited to, laws and governmental regulations governing federal and state
affliate transactions,. workers' compensation, health, safety and securit, and (iO any use R may make of
the Administrative Services to assist R in complying with such laws and governmental regulations.
ARTICLE 11. LIMITATION OF LIABILI
Notwithstanding any other provision of this Agreement and except for (a) rights provided under Aricle 12 in
connection with Third-Part Claims, (b) direct or actual damages as a result of a breach of this Agreement,
and (c) liabilit caused by a Part's negligence or willfl misconduct, no Part nor their respective directors,
offers, employees and agents, will have any liabilit to any other Part, or their respetive directors,
offers, employees and agents, whether based on contract, warranty, tort, strict liabilit, or any other
theory, for any indirect, incidental, consequential, special damages, and no Part, as a resuR of providing a
Service pursuant to this Agreement, shall be liable to any other Part for more than the cost of the
Administrative Service(s) related to the claim or damages.
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ARICLE 12. INDEMNIFICATION
Each of the Parties wil indemnif, defend, and hold harmless each other Part, members of ns Board of
Directors, offcers, employees and agents against and from any third-part claims resuhing from any
negligence or willfl misonduct of a Part's employees, agents, representatives or subcntractors of any
tier, their employees, agents or representatives in the perfrmance or nonperfrmance of ns obligations
under this Agreement or in any way related to this Agreement. If a Third-Part claim arising out of or in
connection wnh this Agreement resutts from negligence of muttiple Parties (including their employees,
agents, suppliers and subcntractors), each Part wil bear liabilit wnh respect to the Third-Part Claim in
proportion to ns 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 wil be made as required to reflect the disovery of errors or
omissions in the charges, If the Parties are unable to relve any serve, perfmince or budget isues or if
there is a materil breach of this Agreement that has not ben correced witin ninety (90) days, representatives
of the affted Partie wil met prol1tly to review and resolve those isues in god fanh,
ARTICLE 14. TERMINATION FOR CONVENIENCE
A Part 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 givng notic of termination at least six (60) days in advance of the effective date
of the termination to enable the other Part to adjust its available staffng and facilüies, In the event of any
termination wit 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 efft an effcient transülon and to minimize the disruption to the business
of all Parties, including the assignment or transfer of the rights and obligations under any contracts.
Transüional 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 Part,
ARTICLE 15. CONRDNTIA INORMATIONI0NDISCLOSRE
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 enher Part in connection with the Administrative Service, its provision or
reimbursement for the Administrative Service.
All Parties wil maintain in confience Confidential Information provided to each other in connection with this
Agreement and will use the Confidential Information solely for the purpose of carrying out it obligations
under this Agreement. The term Confiential Information mens any oral or wren infomition, (including
witut limition, computer programs, coe, macro or instuctns) which Is made available to the Coßlany, it
Page 6
Subsidiaries or one of it representtives, regardles of th manner in which suc informtin is furnished,
Cofiential Informatin als includes the folowing:
a, All Information regarding the Administrative services, including, but not limited to, price, costs,
methods of operation and softare, shall be maintained in confidence.
b, . Systems used to perfrm the Administrative Services provided hereunder are confidential and
proprietary to the COfTany, it Subsidiaries or third parties. Both Parties shall treat these systems and all
related procedures and documentation as confiential and proprietary to the Company, it Subsidiaries or
it third part vendors.
c. All systems, procedures and related materials provided to either Part 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,
Notwithsnding anything in this Aricle 15 to the contrary, the term "Confientillnformtin" does not include
any informtion which (Q at the time of disbsure is generall available to an known by the public (other than as
a resuR of an unpermited dislosure made directl or indirec by a Part), (iQ was available to a Part on a non.
confental basis frm anothr sourc (provided that such source is not or was not bound by a confientili
agreement with a Part or had any other duty of confientli to a Part), or (no has ben independentl
acquired or devebped wihou violating any of the obligatins under this Agreement.
The Parties shall use go faith effrt at the terminatin or expiratin of this Agreement to ensure.that all user
access and passwrds are cancelled.
All Confiential Information supplied or developed by a Part shall be and remain the sole and exclusive
propert of the Part who supplied or developed it.
ARTICLE 16. PERMRTD DISCLOSURE
Notwithstanding provisions of this Agreement to the contrary, each Part may disclose Confiential
Information (i) to the extent required by a State Commission, a court of competent jurisdiction or other
governmental authorit or otherwise as required by law, including without limitation disclosure obligations
imposed under the federal securities laws, provided that such Part has given the other Part prior notice
of such requirement when legally permissible to permit the other Part to take such legal action to prevent
the disclosure as it deems reasonable, appropriate or necessary, or (ii) on a 'need-to-know" basis under
an obligation of confientiality to its consultants, legal counsel, affliates, 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 subcntractors and shall maintain complete
Page 7
control over all such subcontractors, " 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. NONWAIYER
The failure of a Part to insist upon or enforce strict perfrmance 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 it right to
enforce such terms or rights on any future occasion,
ARTICLE 19. SEVERABILIT
Any provision of this Agreement prohibned or rendered unenforceable by operation of law shall be
ineffective only to the extent of such prohibition or unenforceabilit without invalidating the remaining
provisions of this Agreement.
ARTICLE 20. ENTIRE AGREEMENTIDOCYMENTS INCORPORATED BY REFERENCE
All understandings, representations, warranties, agreements and any referenced attchments, if any,
exising between the Parties regarding the subject matter hereof are merged into this Agreement, which
fully and completely expres the agreement of the Parties with respect to the subject matter hereof.
ARTICLE 21. QTHER AGREEMENTS
This Agreement does not addres or govern the Parties' relatinship involvng: (a) the ta allocation
agreement nor (b) any other relationships not specifially identifed herein, All such relationships not
addressed or governed by this Agreement wil be governed and controlled by a separate agreement or
tarif specifally addressing and governing those relationships or by applicable Laws or orders,
PageS
This Agreent has ben duly exe on behal of th Pai as folo:
PtCAN ENY HOGS COMPANBy~
Patrick J. Goodman
Til Sr. Vice President &
Chief Financial Officer
:-
PPtKGS~
By~4
Brian K. Hankel
Til Vice President & Treasurer
~
CE ELEC UK FUNDING COANBy~
Patrick J. Goodman
Til: Director
:O~
Brian K. Hankel
Til: vice President & Treasurer
KR HOG, LLCBy-~
Patrick J. Goodman
Til: vice President & TreasurerC#~ÄdE
By &6("4
Brian K. Hankel
Til: Vice President & Treasurer
CE CACN WATER AND ENY COMPAN,~~~;J
Brian K. Hankel
Til Vice President & Treasurer
Page 9