20120531Affiliated Interest Report 2011.pdf

øROCKY MOUNTAIN
POWER
A OMSION Of PACIFICORP
May 31, 2012
ViA OVERNIGHT DELIVERY
Idaho Public Utilities Commission
472 West Washington Street
Boise, ID 83720-5983
Attention: Jean Jewell
Commission Secretary
RECEIVED
2012 MAY 31 AM I j: 18
UTI iMjSSOi
201 South Main, Suite 2300
Salt Lake City, Utah 84111
RE: CASE NO. PAC-E-05-08
AFFILIATED INTEREST REPORT FOR CALENDAR YEAR 2011
In accordance with MidAmerican Energy Holdings Company's Transaction Commitment #8
approved in Case No. PAC-E-05-08, enclosed for filing is an original and seven (7) copies of the
confidential and redacted versions of PaciflCorp's (d.b.a. Rocky Mountain Power) calendar year
2011 Affiliated Interest report.
This report contains confidential information that if made public individuals could possibly
derive independent economic value, actual or potential, from not being generally known to, and
not being readily ascertainable by proper means by other persons who could obtain economic
value from its disclosure or use.
By copy of this letter other parties are being provided notice of this filing.
It is respectfully requested that all formal correspondence and Staff requests regarding this filing
be addressed to the following:
By E-mail (preferred):
By regular mail:
datareguest(2ipacificorp.com
Data Request Response Center
PacifiCorp
825 NE Multnomah, Suite 2000
Portland, OR 97232
Idaho Public Utilities Commission
May 31, 2102
Page 2
Informal inquiries regarding this filing, or requests for copies of the report, can be directed to
Ted Weston at [phone].
Sincerely,
<;~~ 715--.' X"" -j / 5`1
Jeffrey K. Larsen
Vice President, Regulation & Government Affairs
Enclosures
cc w/o enclosure: Service List in Case No. PAC-E-05-08
I hereby certify that on this 31 S day of May, 2011, I caused to be served, via E-
mail, if address available or U.S mail, a true and correct copy of PacifiCorp's cover letter
accompanying the Compliance Filing, Affiliated Interest Report for Calendar Year 2011
(Commitment #8) in Case No. PAC-E-05-8.
Andrea L. Kelly R. Scott Pasley
Vice President, Regulation Assistant General Counsel
PacifiCorp J.R. Simplot Company
825 NE Multnomah, Suite 2000 P.O. Box 27
Portland, OR 97232 Boise, ID 83702
E-Mail: andrea.kelly@i,acificorp.com E-Mail: [e-mail]
Douglas L. Anderson Mark C. Moench
Senior Vice President & General Counsel Senior Vice President - General Counsel
MidAinerican Energy Holdings Company Rocky Mountain Power
666 Grand Avenue, Suite 500 201 S. Main, Suite 2400
Des Moines, IA 50309-2580 Salt Lake City, UT 84111
E-Mail; [e-mail] E-Mail: [e-mail]
Eric L. Olsen Anthony Yankel
Racine, Olson, Nye, Budge & Bailey, 29814 Lake Road
Chartered Bay Village, OH 44140
201 E. Center E-Mail: [e-mail]
P.O. Box 1391
Pocatello, ID 83204-1391
E-Mail: [e-mail]
Lisa Nordstrom David Hawk
Gregory Said Director, Energy Natural Resources
Idaho Power Company J.R. Simplot Company
P.O. Box 70 P.O. Box 27
Boise, ID 83707 Boise, ID 83702
E-Mail: [e-mail] E-Mail: [e-mail]
[e-mail]
Brad M. Purdy Arthur F. Sandack, Esq.
Attorney at Law 8 E. Broadway, Suite 510
2019 N. 17th Street Salt Lake City, UT 84111
Boise, ID 83702 E-Mail: [e-mail]
E-Mail: [e-mail]
Alan Herzfeld Terri Carlock
Herzfeld & Piotrowski LLP Accounting Supervisor
713 W. Franklin Idaho Public Utilities Commission
P.O. Box 2864 472 W. Washington
Boise, ID 83701 P.O. Box 83720
E-Mail: [e-mail] Boise, ID 83720-0074
E-Mail tern carlock(puc idaho gov
Randall C. Budge James R. Smith
Racine, Olson, Nye, Budge & Bailey, Monsanto Company
Chartered Highway 34 North
201 E. Center P.O. Box 816
P.O. Box 1391 Soda Springs, ID 83726
Pocatello, ID 83204-1391 E-Mail: [e-mail]
E-Mail: [e-mail]
Katie Iverson
Brubaker & Associates
17244 W. Cordova Court
Surprise, AZ 85387
E-Mail: [e-mail]
Carrie Meyer
Coordinator, Administrative Services
PacifiCorp
Affiliated Interest Report
For the year ended December 31, 2011
Table of Contents
I. Organization
I. A. Officers and Directors
1.PacifiC orp 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
Intercompany Mutual Assistance Agreement
Appendix A - Oregon Public Utility Commission orders approving affiliate
transactions
I. ORGANIZATION
PacifiCorp, which includes PacifiCorp and its subsidiaries, is a United States regulated, vertically
integrated electric company serving 1.7 million 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, 75 thermal, hydroelectric, wind-powered and geothermal
generating facilities, with a net owned capacity of 10,597 megawatts. PaciflCorp also owns, or has interests
in, electric transmission and distribution assets, and transmits electricity through approximately 16,200
miles of transmission lines. PaciflCorp also buys and sells electricity on the wholesale market with other
utilities, energy marketing companies, financial institutions and other market participants as a result of
excess electricity generation or other system balancing activities. PacifiCorp is subject to comprehensive
state and federal regulation.
PaciflCorp's principal executive offices are located at 825 N.E. Multnomah Street, 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 utility operations by providing coal mining 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 subsidiary 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 of PacifiCorp's voting securities, which include both common and preferred stock.
The following pages provide organization charts of PacifiCorp's and MEHC's subsidiaries. See section I.C.
Affiliate Descriptions for discussion of affiliates with which PacifiCorp did business during the year ended
December 31, 2011, including Berkshire Hathaway affiliates.
Subsidiaries of PacifiCorp as of December 31, 2011
Name of Subsidiary
Approximate
Percentage of Voting
Securities Owned
State of Jurisdiction
of Incorporation or
Organization
Centralia Mining Company (a) 100% Washington
Energy West Mining Company 100% Utah
Fossil Rock Fuels, LLC 100% Delaware
Glenrock Coal Company 100% Wyoming
Interwest Mining Company 100% Oregon
Pacific Minerals, Inc. (e) 100% Wyoming
- Bridger Coal Company, a joint venture 66.67% Wyoming
PacifiCorp Environmental Remediation Company 100% Oregon
PacifiCorp Investment Management, Inc. 100% Oregon
Trapper Mining Inc. (g) 21.40% Colorado
(a)In May 2000, the assets Of Centralia Mining Company were sold to TransAlta. The entity is no longer active.
(b)Energy West Mining Company provides coal-mining services to PacifiCorp utilizing PacifiCorp's assets. Energy West
Mining Company's costs are fully absorbed by PacifiCorp.
(c)In June 2011, PacifiCorp formed a wholly owned subsidiary, Fossil Rock Fuels, LLC, to acquire certain coal reserve leases
and ultimately provide coal-mining services to PacifiCorp.
(d)Glenrock Coal Company ceased mining operations in October 1999.
(e)Pacific Minerals, Inc. is a wholly owned subsidiary of PacifiCorp that holds a 66.67% ownership interest in Bridger Coal
Company, a coal mining joint venture with Idaho Energy Resources Company, a subsidiary of Idaho Power Company.
(f)PacifiCorp Investment Management, Inc. previously performed management services for PacifiCorp Environmental
Remediation Company and is no longer active.
(g)PacifiCorp is a minority owner in Trapper Mining Inc., a cooperative. The members are Salt River Project Agricultural
Improvement and Power District (32.10%), Tri-State Generation and Transmission Association, Inc. (26.571/o), PacifiCorp
(21.40%) and Platte River Power Authority (19.93%).
MidAmerican Energy Holdings C omp any *
Organization Chart
As of December31, 2011
Berkshire
Hathaway Inc.
I 4 1 89.8%
MidAmerican
Energy Holdings
Company
i '
Northern I I MidAmerican I I I I I I I Kern River Gas Northern HomeServices Powergrid I I Renewables,

CalEnergy I I MidAmerican I PPW Transmission Natural Gas of Holdings LLC Philippines Funding, LLC Holdings LLC Company Company America, Inc.
MidAmerican
Energy PacifiCorp
Company
*This chart does not include all subsidiaries of PacifiCorp or of its affiliates. For a list of subsidiaries of MEHC, refer to Exhibit
21.1 included in MEHC's Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 001-14881).
I. A. Officers and Directors
Information regarding directors and officers common to the regulated utility and affiliated interest
are described in these categories:
1.PacifiCorp board of directors and committees of the board of directors during the year ended
December 31, 2011
2.PacifiCorp officers during the year ended December 31, 2011
3.PacifiCorp officers and directors with affiliated positions as of December 31, 2011
The positions listed for the directors and officers in each of these sections are those positions that were held
as of or during the year ended December 31, 2011, as indicated. Changes that occurred subsequent to
December 31, 2011 (if any) are annotated.
1. PacifiCorp Board of Directors and Committees of the Board of Directors During the Year Ended December 31, 2011
Elected During the Resigned During the
Director at Year Ended Year Ended
Director Address From To 12/31/2011 12/31/2011 12/31/2011
Gregory E. Abel (a) 666 Grand Avenue 3/21/2006 Yes No No
29th Floor
Des Moines, Iowa 50309
Douglas L. Anderson 666 Grand Avenue 3/21/2006 Yes No No
29th Floor
Des Moines, Iowa 50309
Brent E. Gale 825 NE Multnomah 3/21/2006 Yes No No
Suite 2000
Portland, Oregon 97232
Patrick J. Goodman 666 Grand Avenue 3/21/2006 Yes No No
29th Floor
Des Moines, Iowa 50309
Natalie L. Hocken 825 NE Multnomah 8/30/2007 Yes No No
Suite 2000
Portland, Oregon 97232
Micheal G. Dunn 1407 West North Temple 2/1/2010 Yes No No
Suite 320
Salt Lake City, Utah 84116
Mark C. Moench 201 South Main 3/21/2006 Yes No No
Suite 2400
Salt Lake City, Utah 84111
R. Patrick Reiten 825 NE Multnomah 9/15/2006 Yes No No
Suite 2000
Portland, Oregon 97232
A. Richard Walje 201 South Main 7/2/2001 Yes No No
Suite 2300
Salt Lake City, Utah 84111
(a) Committees of the Board of Directors: The Compensation Committee is the only PacifiCorp board committee. Gregory E. Abel, PacifiCorp's Chairman of the Board of Directors and Chief
Executive Officer, is the sole member of the Compensation Committee. All other board committees are at the MEHC level.
2. PacifiCorp Officers During the Year Ended December 31, 2011
Title Officer Address From To
Chairman of the Board of Gregory E. Abel 666 Grand Avenue 3/21/2006
Directors and Chief Executive 29th Floor
Officer Des Moines, Iowa 50309
President and Chief Executive Micheal G. Dunn 1407 West North Temple 2/1/2010
Officer, PacifiCorp Energy Suite 320
Salt Lake City, Utah 84116
President and Chief Executive A. Richard Walje 201 South Main 3/21/2006
Officer, Rocky Mountain Suite 2300
Power Salt Lake City, Utah 84111
President and Chief Executive R. Patrick Reiten 825 NE Multnomah 9/15/2006
Officer, Pacific Power Suite 2000
Portland, Oregon 97232
Senior Vice President and Douglas K. Stuver 825 NE Multnomah 3/1/2008
Chief Financial Officer Suite 1900
Portland, Oregon 97232
Officer at Elected During the Year Resigned During the
12/31/2011 Ended 12/31/2011 Year Ended 12/31/2011
Yes No No
Yes No No
Yes No No
Yes No No
Yes No No
3. PacifiCorp Officers and Directors with Affiliated Positions as of December 31, 2011
Abel, Gregory E.
Business Entity Title
American Pacific Finance Company President
American Pacific Finance Company II President
CalEnergy Capital Trust Trustee
CalEnergy Capital Trust W Trustee
CalEnergy Capital Trust V Trustee
CalEnergy Company, Inc. President
CalEnergy Holdings, Inc. President
CalEnergy Pacific Holdings Corp. President
CalEnergy Resources Limited Director
CalEnergy U.K. Inc. President
CE Administrative Services, Inc. President
CE Casecnan Ltd. Chairman, President & Chief Executive Officer
CE Casecnan Ltd. Director
CE Electric UK Holdings Chief Executive Officer
CE Electric UK Holdings Director
CE Electric, Inc. President
CE Exploration Company President
CE Geothermal, LLC President
CE Indonesia Geothermal, Inc. President
CE International Investments, Inc. President
CE Power, Inc. President
CE Power, LLC President
CE Resource, LLC President
CE/TA LLC President
Constellation Energy Holdings LLC President
Cordova Funding Corporation President
HomeServices of America, Inc. Chairman
HomeServices of America, Inc. Director
Kern River Gas Transmission Company Executive Committee Member
KR Acquisition 1, LLC President
KR Acquisition 2, LLC President
KR Holding, LLC President
MEHC Investment, Inc. President
MHC Inc. President
MHC Inc. Director
MidAmerican Energy Foundation President
MidAmerican Energy Foundation Director
MidAmerican Energy Holdings Company Chairman, President & Chief Executive Officer
MidAmerican Energy Holdings Company Director
MidAmerican Energy Machining Services LLC President
MidAmerican Funding, LLC President
MidAmerican Nuclear Energy Holdings
Company, LLC Chairman & Chief Executive Officer
NNGC Acquisition, LLC President
Norming Investments B.V. Chairman, President & Chief Executive Officer
Northern Aurora, Inc. President
Northern Electric Finance plc. Director
Northern Electric plc. Director
Northern Natural Gas Company Director
Northern Powergrid Holdings Company Chairman
Northern Powergrid Holdings Company Director
Northern Powergrid Limited Director
Abel, Gregory E. (continued)
Business Entity
PPW Holdings LLC
Quad Cities Energy Company
Salton Sea Minerals Corp.
Yorkshire Cayman Holding Limited
Yorkshire Power Finance Limited
Anderson, Douglas L.
Business Entity
Alaska Gas Pipeline Company, LLC
Alaska Gas Transmission Company, LLC
Alaska Storage Holding Company, LLC
American Pacific Finance Company
American Pacific Finance Company II
BG Energy Holding LLC
BG Energy LLC
Bishop Hill II Holdings, LLC
Black Rock 1, LLC
Black Rock 2, LLC
Black Rock 3, LLC
Black Rock 4, LLC
Black Rock 5, LLC
Black Rock 6, LLC
Broken Bow Wind II Holdings, LLC
CalEnergy Capital Trust VI
CalEnergy Company, Inc.
CalEnergy Generation Operating Company
CalEnergy Holdings, Inc.
CalEnergy International Ltd.
CalEnergy International Ltd.
CalEnergy International Services, Inc.
CalEnergy International, Inc.
CalEnergy Pacific Holdings Corp.
CalEnergy U.K. Inc.
CBEC Railway Inc.
CE Administrative Services, Inc.
CE Asia Limited
CE Asia Limited
CE Black Rock Holdings LLC
CE Butte Energy Holdings LLC
CE Butte Energy LLC
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 Cebu Geothermal Power Company, Inc.
CE Cebu Geothermal Power Company, Inc.
CE Electric (NY), Inc.
CE Electric UK Holdings
CE Electric, Inc.
CE Exploration Company
CE Geothermal, Inc.
CE Geothermal, LLC
Title
President
President
President
Director
Director
Title
Manager (')
Manager (1)
Manager (1)
Director
Director
Director
Director
Manager (1)
Manager (1)
Manager (1)
Manager (1)
Manager (1)
Manager (1)
Manager
Manager (1)
Trustee
Director
Director
Director
President & Assistant Secretary
Director
Director
Director
Director
Director
Director
Director
President & Assistant Secretary
Director
Manager (1)
Manager (1)
Manager (1)
Director
Senior Vice President, General Counsel & Assistant
Secretary
Director
Chairman
Director
Senior Vice President
Director
Director
Director
Director
Director
Director
Manager (1)
Anderson, Douglas L. (continued)
Business Entity
CE Indonesia Geothermal, Inc.
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 Obsidian Energy LLC
CE Obsidian Holding LLC
CE Philippines II, Inc.
CE Philippines Ltd.
CE Philippines Ltd.
CE Power, Inc.
CE Power, LLC
CE Red Island Energy Holdings LLC
CE Red Island Energy LLC
CE Resource, LLC
CE/TA LLC
Cimmred Leasing Company
Constellation Energy Holdings LLC
Cook Inlet Natural Gas Storage Alaska, LLC
Cordova Funding Corporation
Dakota Dunes Development Company
DCCO Inc.
HomeServices of America, Inc.
HomeServices Relocation, LLC
Kern River Funding Corporation
Kern River Gas Transmission Company
KR Acquisition 1, LLC
KR Acquisition 1, LLC
KR Acquisition 2, LLC
KR Acquisition 2, LLC
KR Holding, LLC
KR Holding, LLC
M&M Ranch Acquisition Company, 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 AC Holding, LLC
MidAmerican Energy Holdings Company
MidAmerican Energy Machining Services LLC
MidAmerican Funding, LLC
MidAmerican Geothermal, LLC
Title
Director
President & Assistant Secretary
Director
Director
Senior Vice President
Director
Senior Vice President
President & Assistant Secretary
Director
Manager (1)
Manager (1)
Senior Vice President
President & Assistant Secretary
Director
Director
Manager (1)
Manager (1)
Manager (1)
Manager (1)
Manager
Director
Manager
Manager (')
Director
Director
Director
Director
Manager (1)
Director
Executive Committee Member
Vice President & Secretary
Manager (1)
Vice President & Secretary
Manager (1)
Vice President & Secretary
Manager (1)
Manager (1)
Manager (1)
Chairman & Chief Executive Officer
Director
Director
Senior Vice President
Director
Corporate Secretary
Senior Vice President, General Counsel & Assistant
Secretary
Director
Director
Manager (1)
Senior Vice President, General Counsel & Corporate
Secretary
Manager (1)
Manager (1)
Manager (1)
Anderson, Douglas L. (continued)
Business Entity
MidAmerican Hydro, LLC
MidAmerican Nuclear Energy Company, LLC
MidAmerican Nuclear Energy Holdings
Company, LLC
MidAmerican Renewables, LLC
MidAmerican Transmission, LLC
MidAmerican Wind, LLC
Midwest Capital Group, Inc.
MWR Capital Inc.
NNGC Acquisition, LLC
Nonning Investments B.V.
Northern Aurora, Inc.
Northern Natural Gas Company
Northern Powergrid Holdings Company
Northern Powergrid Limited
Ormoc Cebu Ltd.
Ormoc Cebu Ltd.
PacifiCorp Environmental Remediat ion Company
PPW Holdings, LLC
Quad Cities Energy Company
Sundial Holding, LLC
Tongonan Power Investment, Inc.
Tongonan Power Investment, Inc.
TPZ Holding, LLC
Two Rivers Inc.
Visayas Geothermal Power Company
Dunn, Micheal G.
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.
Gale, Brent E.
Business Entity
MidAmerican Energy Holdings Company
Goodman, Patrick J.
Business Entity
Alaska Gas Pipeline Company, LLC
Alaska Gas Transmission Company, LLC
Alaska Storage Holding Company, LLC
American Pacific Finance Company
American Pacific Finance Company II
BG Energy Holding LLC
Title
Manager
Director
Director
Manager ')
Manager (')
Manager (1)
Director
Director
Manager (1)
Senior Vice President & General Counsel
Director
Director
Director
Director
President & Assistant Secretary
Director
Director
Manager (1)
Director
Manager (1)
Chairman & Senior Vice President
Director
Manager (1)
Director
Senior Vice President & Assistant Corporate
Secretary
Title
President
Director
President
Director
President
Director
President
Director
President
Director
Title
Senior Vice President
Title
Manager
Manager (1)
Manager (1)
Director
Director
Director
Goodman, Patrick J. (continued)
Business Entity
BG Energy LLC
Bishop Hill II Holdings, LLC
Black Rock 1, LLC
Black Rock 2, LLC
Black Rock 3, LLC
Black Rock 4, LLC
Black Rock 5, LLC
Black Rock 6, LLC
Broken Bow Wind II Holdings, LLC
CalEnergy Capital Trust
CalEnergy Capital Trust IV
CalEnergy Capital Trust V
CalEnergy Capital Trust VI
CalEnergy Company, Inc.
CalEnergy Generation Operating Company
CalEnergy Holdings, Inc.
CalEnergy International Ltd.
CalEnergy International Ltd.
CalEnergy International Services, Inc.
CalEnergy International, Inc.
CalEnergy Pacific Holdings Corp.
CalEnergy U.K. Inc.
CE Administrative Services, Inc.
CE Asia Limited
CE Asia Limited
CE Black Rock Holdings LLC
CE Butte Energy Holdings LLC
CE Butte Energy LLC
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 Cebu Geothermal Power Company, Inc.
CE Cebu Geothermal Power Company, Inc.
CE Electric (NY), Inc.
CE Electric UK Holdings
CE Electric, Inc.
CE Exploration Company
CE Geothermal, Inc.
CE Geothermal, LLC
CE Indonesia Geothermal, Inc.
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 Obsidian Energy LLC
CE Obsidian Holding LLC
CE Philippines II, Inc.
CE Philippines Ltd.
Title
Director
Manager (1)
Manager (1)
Manager'
Manager (I)
Manager (1)
Manager (1)
Manager (1)
Manager (1)
Trustee
Trustee
Trustee
Trustee
Director
Director
Director
Senior Vice President & Chief Financial Officer
Director
Director
Director
Director
Director
Director
Senior Vice President & Chief Financial Officer
Director
Manager (1)
Manager (1)
Manager (1)
Director
Senior Vice President & Chief Financial Officer
Director
Senior Vice President & Chief Financial Officer
Director
Senior Vice President & Chief Financial Officer
Director
Director
Director
Director
Director
Director
Manager (1)
Director
Senior Vice President & Chief Financial Officer
Director
Director
Senior Vice President & Chief Financial Officer
Director
Senior Vice President & Chief Financial Officer
Senior Vice President & Chief Financial Officer
Director
Manager (1)
Manager (1)
Senior Vice President & Chief Financial Officer
Senior Vice President & Chief Financial Officer
Goodman, Patrick J. (continued)
Business Entity
CE Philippines Ltd.
CE Power, Inc.
CE Power, LLC
CE Resource, LLC
CE/TA LLC
Constellation Energy Holdings LLC
Cook Inlet Natural Gas Storage Alaska, LLC
HomeServices of America, Inc.
HomeServices Relocation, LLC
Kern River Funding Corporation
Kern River Gas Transmission Company
KR Acquisition 1, LLC
KR Acquisition 1, LLC
KR Acquisition 2, LLC
KR Acquisition 2, LLC
KR Holding, LLC
KR Holding, LLC
M&M Ranch Acquisition Company, LLC
M&M Ranch Holding Company, LLC
Magma Netherlands B.V.
Magma Netherlands B.V.
MEHC Insurance Services Ltd.
MEHC Insurance Services Ltd.
MEHC Investment, Inc.
MEHC Investment, Inc.
MEHC Merger Sub Inc.
MidAmerican AC Holding, LLC
MidAmerican Energy Holdings Company
MidAmerican Energy Machining Services LLC
MidAmerican Funding, LLC
MidAmerican Geothermal, LLC
MidAmerican Hydro, LLC
MidAmerican Nuclear Energy Company, LLC
MidAmerican Nuclear Energy Holdings
Company, LLC
MidAmerican Solar, LLC
MidAmerican Transmission, LLC
MidAmerican Wind, LLC
NNGC Acquisition, LLC
Norming Investments B.V.
Northern Aurora, Inc.
Northern Electric plc.
Northern Natural Gas Company
Northern Powergrid Holdings Company
Northern Powergrid Limited
Ormoc Cebu Ltd.
Ormoc Cebu Ltd.
PPW Holdings, LLC
Sundial Holding, LLC
Tongonan Power Investment, Inc.
Tongonan Power Investment, Inc.
TPZ Holding, LLC
Visayas Geothermal Power Company
Yorkshire Cayman Holding Limited
Title
Director
Director
Manager (1)
Manager (1)
Manager (1)
Manager (1)
Manager (1)
Director
Manager (1)
Director
Executive Committee Member
Vice President, Treasurer & Assistant Secretary
Manager (1)
Vice President, Treasurer & Assistant Secretary
Manager (1)
Vice President & Treasurer
Manager (1)
Manager ')
Member
Senior Vice President
Director
President & Treasurer
Director
Vice President, Chief Financial Officer & Treasurer
Director
Senior Vice President
Manager (')
Senior Vice President & Chief Financial Officer
Manager (1)
Manager (1)
Manager (1)
Manager (1)
Director
Director
ManagerW
Manager (1)
Manager
Manager (1)
Senior Vice President & Chief Financial Officer
Director
Director
Director
Director
Director
Senior Vice President & Chief Financial Officer
Director
Manager (1)
Manager (I)
Senior Vice President & Chief Financial Officer
Director
Manager (1)
Senior Vice President & Chief Financial Officer
Director
Goodman, Patrick J. (continued)
Business Entity Title
Yorkshire Electricity Group plc Director
Yorkshire Power Finance Limited Director
Yorkshire Power Group Limited Director
Moench, Mark C.
Business Entity Title
PacifiCorp Foundation Secretary
PacifiCorp Investment Management, Inc. Secretary
Reiten, R. Patrick
Business Entity Title
PacifiCorp Foundation Director
Stuver, Douglas K.
Business Entity Title
Fossil Rock Fuels, LLC Manager 0)
Fossil Rock Fuels, LLC Assistant Treasurer
Waije, A. Richard
Business Entity Title
PacifiCorp Foundation Chairman
(1) For LLCs, a manager is the equivalent of a director.
1. B. Changes in Ownership
Changes in successive ownership between the regulated utility and affiliated interest.
Changes in Successive Ownership Between the Regulated Utility and Affiliated Interest
For the Year Ended December 31, 2011
On June 9, 2011, PacifiCorp formed a wholly owned subsidiary, Fossil Rock Fuels, LLC, to acquire certain
coal reserve leases and that may ultimately provide coal-mining services to PacifiCorp.
Refer to Exhibit 21 of the Berkshire Hathaway Form 10-K (File No. 001-14905) for a list of subsidiaries of
MEHC's parent company, Berkshire Hathaway, as of December 31, 2011. Refer to Exhibit 21.1 of the
MEHC Form 10-K (File No. 001-14881) for a list of subsidiaries of MEHC as of December 31, 2011.
I. C. Affiliate Descriptions
A narrative description of each affiliated entity with which the regulated utility does business. State the factor(s)
giving rise to the affiliation.
Narrative Descriptions for Each Afffliated Entity
Affiliated interests of PacifiCorp are defmed by Oregon Revised Statutes 757.015, Revised Code of Washington
80.16.010 and California Public Utilities Commission Decision 97-12-088, as amended by Decision 98-08-035, as
having two or more officers or directors in common with PacifiCorp, or by meeting the ownership requirements of 5%
direct or indirect ownership.
In the ordinary course of business, PacifiCorp engaged in various transactions with several of its affiliated companies
during the year ended December 31, 2011. Services provided by PacifiCorp and charged to affiliates related primarily to
information technology, finance and administrative support services. Services provided by affiliates and charged to
PacifiCorp related primarily to coal mining, the transportation of natural gas and coal, financial services, relocation
services, and administrative services provided under the Intercompany Administrative Services Agreement ("IASA")
among MEHC and its affiliates. Refer to Section V for a discussion of the tax allocation agreement between PacifiCorp
and its affiliates. Throughout this report, the term "services" includes labor as well as overheads and related employee
expenses.
Although PacifiCorp provides electricity to certain affiliates within its service territory, such transactions are excluded
from this report as they are billed at tariff rates. Due to the volume and breadth of the Berkshire Hathaway family of
companies, it is possible that employees of PacifiCorp have made purchases from certain Berkshire Hathaway affiliates
not listed here, and have been reimbursed by PacifiCorp for those purchases as a valid business expense. PaciflCorp does
not believe those transactions would be material individually or in aggregate.
BNSF Railway Company ("BNSF") - BNSF is an indirect wholly owned subsidiary of Berkshire Hathaway. BNSF
operates one of the largest railroad networks in North America. PacifiCorp has long-term coal transportation contracts
with BNSF, including indirectly through a generating facility that is jointly owned by PacifiCorp and another utility, as
well as right-of-way agreements.
Marmon Holdings, Inc. ("Marmon") - At December 31, 2011, Berkshire Hathaway held an 80.2% ownership interest
in Marion. Marmon is an international association of numerous manufacturing and service businesses in energy-related
and other markets. During the year ended December 31, 2011, the following Marion affiliates provided installation of
transmission cable as well as materials and equipment parts to PacifiCorp in the normal course of business: Marmon
Utility LLC, Graver Water Systems, LLC, Marmon/Keystone Corporation and Penn Machine Company LLC.
Wells Fargo & Company ("Wells Fargo") - At December 31, 2011, Berkshire Hathaway held a 7.7% ownership
interest in Wells Fargo. Wells Fargo is a financial services company providing banking, insurance, trust and investments,
mortgage banking, investment banking, retail banking, brokerage and consumer and commercial finance to consumers,
businesses and institutions. Wells Fargo provides PacifiCorp various financial services, including commodity swaps and
banking services. Wells Fargo Third Party Administrators, Inc., the medical third-party administration business of Wells
Fargo Insurance Services USA, Inc., a subsidiary of Wells Fargo provides medical claims administration services to
Energy West Mining Company. Effective January 1, 2012, Wells Fargo Third Party Administrators, Inc. is no longer an
affiliate, as it was acquired by HealthSmart Holdings Inc.
Cable ONE - Cable ONE is a wholly owned subsidiary of The Washington Post Company. At December 31, 2011,
Berkshire Hathaway held 1,727,765 of the 6,361,617 outstanding shares of Class B common stock of The Washington
Post Company. Pursuant to an agreement, which has a termination date of February 24, 2017, Berkshire Hathaway has
granted Donald Graham, Chairman of the Board and Chief Executive Officer of The Washington Post Company, a proxy
to vote these Class B shares at his discretion. Class B common stock elects three of the ten directors on the board of
directors; Class A common stock elects seven of the ten directors. Warren Buffet was on the Board of Directors of The
Washington Post Company until his term expired in May 2011. Cable ONE is an operator of cable systems including
cable television, telephone and high-speed internet service. Cable ONE provides PaciflCorp with cable re-routing
services.
The Hartford Steam Boiler Inspection and Insurance Company ("Hartford Steam Boiler") - At December 31,
2011, Berkshire Hathaway held a 10.2% ownership interest in Munich Re, which indirectly wholly owns Hartford Steam
Boiler. Hartford Steam Boiler is a specialty insurer and also provides inspection services, loss reduction and engineering-
based risk management. Hartford Steam Boiler provides PacifiCorp with transformer oil and gas analysis.
Moody's Investors Service ("Moody's") - At December 31, 2011, Berkshire Hathaway held a 12.8% ownership
interest in Moody's Corporation, which wholly owns Moody's. Moody's provides credit ratings and research covering
debt instruments and securities. Moody's provides PaciflCorp with credit rating services.
International Business Machines Corporation ("IBM") - During the fourth quarter of 2011, Berkshire Hathaway's
ownership in IBM surpassed 5% of IBM's outstanding shares. As a result, IBM became an affiliate of PacifiCorp in the
fourth quarter of 2011. Accordingly, this report reflects transactions between PacifiCorp and IBM that occurred between
October 1, 2011 and December 31, 2011. At December 31, 2011, Berkshire Hathaway held a 5.5% ownership interest in
IBM. IBM provides integrated solutions that leverage information technology and knowledge of business processes,
drawing from a portfolio of consulting, delivery and implementation services, enterprise software, systems and
financing. From October 1, 2011 to December 31, 2011, IBM provided PacifiCorp with computer hardware and software
and computer systems consulting and maintenance services.
Symetra Life Insurance Company ("Symetra") - At December 31, 2011, Berkshire Hathaway held a 12.6%
ownership interest in Syrnefra Financial Corporation, which wholly owns Symetra Life Insurance Company. Symetra
Financial Corporation is a financial services company in the life insurance industry. Symetra provides Energy West
Mining Company with excess loss insurance coverage.
MidAmerican Energy Holdings Company - a holding company owning subsidiaries that are principally engaged in
energy businesses. MEHC is a consolidated subsidiary of Berkshire Hathaway. As of January 31, 2012,
Berkshire Hathaway owned approximately 89.8% of MEHC's common stock. The remainder of MEHC's common stock
is owned by a private investor group that includes Walter Scott, a director of MEHC (5.6% ownership interest as of
January 31, 2012) and Gregory E. Abel, PacifiCorp's Chairman of the Board of Directors and Chief Executive Officer
(0.8% ownership interest as of January 31, 2012). MIEHC and its subsidiaries provide management and administrative
services to PacifiCorp pursuant to the IASA. PacifiCorp also provides management and administrative services to
MEHC and its subsidiaries pursuant to the IASA. Refer to Section VII for further discussion.
Excludes 2,778,000 shares held by family members and family controlled trusts and corporations, or Scott Family Interests, as to
which Mr. Scott disclaims beneficial ownership.
MHC Inc. - a holding company owning all of the common stock of MidAmerican Energy Company. MHC Inc. provides
administrative services to PacifiCorp pursuant to the IASA.
MidAmerican Energy Company ("MEC") - an indirect wholly owned subsidiary of MEHC. MEC is principally
engaged in the business of generating, transmitting, distributing and selling electricity and in distributing, selling and
transporting natural gas. Additionally, MEC transports natural gas through its distribution system for a number of end-
use customers who have independently secured their supply of natural gas. In addition to retail sales and natural gas
transportation, MEC sells electricity and natural gas to other utilities and market participants on a wholesale basis. MEC
provides administrative services to PacifiCorp pursuant to the IASA. PacifiCorp also provides services to MEC pursuant
to the JASA.
HomeServices of America, Inc. ("HomeServices") - a majority-owned subsidiary of MEHC. HomeServices is a full-
service residential real estate brokerage firm that provides relocation services and traditional residential real estate
brokerage services, including to employees of PacifiCorp and its affiliates. PacifiCorp provides services to
HomeServices pursuant to the JASA.
Kern River Gas Transmission Company ("Kern River") - an indirect wholly owned subsidiary of MEHC, owns an
interstate natural gas pipeline system that extends from supply areas in the Rocky Mountains to consuming markets in
Utah, Nevada and California. Kern River's pipeline system consists of 1,700 miles of natural gas pipelines. Kern River's
transportation operations are subject to a regulated tariff that is on file with the Federal Energy Regulatory Commission
(the "FERC"). Kern River provides services for the transportation of natural gas to certain of PacifiCorp's generating
facilities in Utah and provides services to PacifiCorp pursuant to the IASA. PacifiCorp also provides services to Kern
River pursuant to the IASA.
MEHC Insurance Services Ltd. ("MEISL") - a wholly owned subsidiary of MEHC that provided a captive insurance
program to PacifiCorp. MEISL covered all or significant portions of the property damage and liability insurance
deductibles in many of PacifiCorp's policies, as well as overhead distribution and transmission line property damage.
Claims for distribution and transmission line property, after an aggregate deductible of $5 million, were capped at $10
million per annual policy coverage period. Claims for non-distribution and transmission line property, after a $1.5
million deductible, were capped at $6 million per occurrence. Claims for general liability, after a $250,000 deductible,
were capped at $750,000 per occurrence. PacifiCorp has no equity interest in MIEISL and has no obligation to contribute
equity or loan funds to MEISL. Premium amounts were established in March 2006 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 were capped during the term of the insurance policy coverage period. Certain costs associated
with the program were prepaid and amortized over the policy coverage period that expired March 20, 2011. Coverage
under the captive was not renewed.
CalEnergy Generation Operating Company ("CalEnergy Generation") - a wholly owned subsidiary of MEHC.
CalEnergy Generation is organized to manage and operate independent power projects in the United States. PacifiCorp
provides services to CalEnergy Generation pursuant to the IASA.
Northern Natural Gas Company ("Northern Natural") - an indirect, wholly owned subsidiary of MEHC. Northern
Natural owns one of the largest interstate natural gas pipeline systems in the United States, which reaches from southern
Texas to Michigan's Upper Peninsula. Northern Natural Gas primarily transports and stores natural gas for utilities,
municipalities, other pipeline companies, gas marketing companies, industrial and commercial users and other end-users.
PacifiCorp provides services to Northern Natural pursuant to the JASA.
Midwest Capital Group Inc. ("MCG") - an indirect, wholly owned subsidiary of MEHC. MCG holds a 100% interest
in M}IC Investment Company as well as interests in other operating, financing and development companies. PacifiCorp
provides services to MCG pursuant to the JASA.
MEC Construction Services Co. ("MCS") - an indirect, wholly owned subsidiary of MEHC. MCS provides non-
regulated utility construction services. PacifiCorp provides services to MCS pursuant to the JASA.
MEHC Investment, Inc. ("MEHCI") - a wholly owned subsidiary of MEHC. MEHCI invests in, develops and
manages financial business ventures. PaciflCorp provides services to MEHCI pursuant to the JASA.
Cordova Energy Company LLC ("Cordova") - an indirect, wholly owned subsidiary of MEHC. Cordova owns a 537
megawatt gas-fired electric generation facility in Illinois. Cordova provides services to PacifiCorp pursuant to the IASA.
PacifiCorp also provides services to Cordova pursuant to the IASA.
Northern Powergrid Holdings Company ("Northern Powergrid") - an indirect wholly owned subsidiary of MEHC.
Northern Powergrid (formerly known as CE Electric UK Funding Company) owns two companies that distribute
electricity in Great Britain: Northern Powergrid (Northeast) Limited and Northern Powergrid (Yorkshire) plc. Northern
Powergrid Holdings also owns an engineering contracting business that provides electrical infrastructure contracting
services to third parties and a hydrocarbon exploration and development business that is focused on developing
integrated upstream gas projects in Europe and Australia. PacifiCorp provides services to Northern Powergrid pursuant
to the IASA.
CE Philippines Ltd. ("CEP") - an indirect, wholly owned subsidiary of MEHC. CEP holds an 85% interest in CE
Casecnan Water and Energy Company, Inc., which owns and operates a combined irrigation and 150 megawatt
hydroelectric power generation project in the Philippines. PacifiCorp provides services to CEP pursuant to the IASA.
Iowa Realty Co., Inc. ("Iowa Realty") - a wholly owned subsidiary of HomeServices of America, Inc. Iowa Realty
provides real estate brokerage and relocation services in Iowa. PacifiCorp provides services to Iowa Realty pursuant to
the IASA.
M&M Ranch Acquisition Company, LLC ("M&M Ranch") - an indirect, wholly owned subsidiary of MEHC, holds
real property and certain other development assets in Johnson County, Wyoming. M&M Ranch provides administrative
services to PacifiCorp pursuant to the IASA.
Racom Corporation ("Racom") - At December 31, 2011, MHC Investment Company, an indirect, wholly owned
subsidiary of MEHC, held a 17% ownership interest in Racom. Racom provides two-way radio communication,
broadband mobile data and wireless point-to-point solutions. Racom provides radio installation services to PacifiCorp.
PPW Holdings LLC - the holding company for PacifiCorp and direct subsidiary of MEHC. PPW Holdings LLC remits
income taxes to MEHC on behalf of PacifiCorp.
PacifiCorp Foundation - an independent non-profit foundation created by PacifiCorp in 1988. PacifiCorp Foundation
supports the growth and vitality of the communities where PacifiCorp and its affiliates have operations, employees or
interests. PacifiCorp Foundation operates as the Rocky Mountain Power Foundation and the Pacific Power Foundation.
PacifiCorp provides administrative services to the PacifiCorp Foundation.
Energy West Mining Company ("Energy West") - a wholly owned subsidiary of PaciflCorp, Energy West provides
coal-mining services to PacifiCorp utilizing PacifiCorp's assets and mines coal from PacifiCorp-owned mines in Emery
County, Utah to supply PacifiCorp's Huntington, Hunter and Carbon generating facilities. PaciflCorp provides
administrative services to Energy West Mining Company. Energy West costs are fully absorbed by PacifiCorp.
Interwest Mining Company ("Interwest Mining") - a wholly owned subsidiary of PaciflCorp, Interwest Mining
manages PacifiCorp's mining operations and charges management services to Pacific Minerals, Inc., Bridger Coal
Company, Energy West Mining Company and Fossil Rock Fuels, LLC. Interwest Mining charges a management fee to
Energy West Mining Company and Pacific Minerals, Inc. that is intended to compensate it, without profit, for its cost of
managing these entities. PacifiCorp provides financial, administrative support and technical services to Interwest Mining
and these costs are included in the management services that Interwest Mining charges. Interwest Mining provides
administrative services to PacifiCorp. All costs incurred by Interwest Mining Company are absorbed by PacifiCorp,
Pacific Minerals, Inc., Bridger Coal Company, Energy West Mining Company and Fossil Rock Fuels, LLC.
Fossil Rock Fuels, LLC ("Fossil Rock") - a wholly owned subsidiary of PaciflCorp. Fossil Rock serves as the
leaseholder for certain coal reserves and may ultimately provide coal-mining services to PacifiCorp.
PacifiCorp Environmental Remediation Company ("PERC0") - a wholly owned subsidiary of PacifiCorp that
evaluates, manages and resolves certain environmental remediation activities on behalf of PacifiCorp utilizing
PacifiCorp's employees.
Pacific Minerals, Inc. ("PM!") - a wholly owned subsidiary of PacifiCorp that owns 66.67% of Bridger Coal
Company, the coal mining joint venture with Idaho Energy Resources Company ("IERC"), a subsidiary of Idaho Power
Company. PMI is the entity that employs the individuals that work for Bridger Coal Company.
Bridger Coal Company ("Bridger Coal") - a coal mining joint venture between PMI and IERC. PMT owns 66.67%
and IERC owns 33.33% of Bridger Coal. Bridger Coal provides coal from the Bridger mine to the Jim Bridger
generating facility. PacifiCorp provides administrative services to Bridger Coal.
Trapper Mining Inc. - PacifiCorp owns a 21.40% 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%). Two of PacifiCorp's employees serve on the Trapper Mining Inc. board of directors. PacifiCorp is
compensated for this service.
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 annual
assessment fees to HCIC to help cover its operating and maintenance costs, as well as other costs pertinent to conducting
its business, in exchange for receiving access to water used by PacifiCorp's Huntington generating facility. PacifiCorp
also made capital investments in HCIC through December 31, 2010 to ensure a long-term, firm water supply for its
Huntington generating facility.
Ferron Canal & Reservoir Company ("FC&RC") is a non-profit mutual irrigation company, which is a privately
owned water stock company. PacifiCorp holds approximately 37% of the outstanding stock in FC&RC. PacifiCorp pays
annual assessment fees to FC&RC to help cover its operating and maintenance costs, as well as other costs pertinent to
conducting its business, in exchange for receiving access to water used by PacifiCorp's Hunter generating facility.
PacifiCorp also contracts additional water from FC&RC, which is made available to the Hunter generating facility
through a long-term agreement between FC&RC and PacifiCorp. The agreement calls for PacifiCorp to make an annual
payment to FC&RC and in return, FC&RC provides PacifiCorp up to 7,000 acre-feet of water.
Cottonwood Creek Consolidated Irrigation Company ("CCCIC") is a non-profit mutual irrigation company, which
is a privately owned water stock company. PacifiCorp holds approximately 26% of the outstanding stock in CCCIC.
PacifiCorp pays annual assessment fees to CCCIC to help cover its operating and maintenance costs, as well as other
costs pertinent to conducting its business, in exchange for receiving access to water used by PacifiCorp's Hunter
generating facility. PacifiCorp is also making capital investments in CCCIC to ensure a long-term, firm water supply for
its Hunter generating facility.
I. D. Financial Statements
Financial statements or trial balances for the year ended December 31, 2011 are included in Section II.
Transactions.
II. Transactions
The following pages include the following information about services rendered by the regulated utility to the
affiliate and vice versa:
• A description of the nature of the transactions
• Total charges or billings
• Information about the basis of pricing, cost of service, the margin of charges over costs, assets allocable to
the services and the overall rate of return on assets
Refer to Appendix A for a discussion of commission orders approving transactions with affiliates.
BNSF Railway Company
Affiliated Transactions
For the Year Ended December 31, 2011
PacifiCorp Received
Account Description Services
Rail services $ 33,223,956
Right-of-way fees 25,963
Total $ 33.249.919
PacifiCorp Provided
Services
$
Basis of pricing (a) N/A
Cost of service (a) N/A
The margin of charges over costs (a) N/A
Assets allocable to the services (a) N/A
The overall rate of return on assets (a) N/A
(a) Rail services are priced at Surface Transportation Board-approved tariff rates under long-term contracts. Right-of-way fees are based on factors such as square footage.
For further information on the following financial statements, refer to BNSF Railway Company's Form 10-K for the year ended December 31, 2011 (File No. 1-
63 24) at www.sec.gov .
Table of Contents
BNSF Railway Company and Subsidiaries
Consolidated Statements of Income
In millions
Successor Predecessor
Year Ended February 13— January 1 - Year Ended
December 31, December 31, February 12, December 31,
2011 2010 2010 2009
Operating expenses:
Fuel 4,267 2,687 329 2,372
Depreciation and amortization 1,807 1,531 192 1,534
Mãterials and other -. 808 652 1 1 640
Operating income 5,271 3,964 499 3,208
Interest income, related parties (32) (15) (1) (3)
Income before income taxes 5,220 3,899 482 3,081
Net income $ 3,273 $ 2,382 $ 282 $ 2,014
See accompanying Notes to Consolidated Financial Statements.
16
Table of Contents
BNSF Railway Company and Subsidiaries
Consolidated Balance Sheets
In millions
Successor
December 31, December 31,
2011. 2010
Current assets:
Accounts receivable, net . .•. 1,265 1,031
Current portion of deferred income taxes . 295 . •. . 309
Total current assets . 2,782 2,274
Goodwill . . . . . .14,803 14,803
Other assets - .. .. 1j49 2,574
Liabilities and Stockholder's Equity .. .
Accounts -payable and other current liabilities $ . 3,093 $ 2,831
Total current liabilities . . . - 3,319 3,130
eferred income taxes . . . 15,847 14,553
Intangible liabilities, net . 1,496 1,790
Pension and retiree health and welthre liability .. 769 . 490
Stockholder's
Retained earnings 5,655
Accumulated other comprehensive (loss) income (203) . . .. 27
Total liabilities and stockholder's equity $ 68,987
See accompanying Notes to Consolidated Financial Statements.
17
Marmon Utility LLC
Affiliated Transactions
For the Year Ended December 31, 2011
PacifiCorp Received
Account Description Services
Installation of transmission cable 509,231
Total S 509,231
Basis of pricing (a)
Cost of service (a)
The margin of charges over costs (a)
Assets allocable to the services (a)
The overall rate of return on assets (a)
(a) Transactions with Marmon Utility LLC are provided to PacifiCorp in the normal course of business, at standard pricing.
Marmon Utility LLC is not a public company, and its financial statements are not available.
PacifiCorp Provided
Services
N/A
N/A
N/A
N/A
N/A
Graver Water Systems, LLC
Affiliated Transactions
For the Year Ended December 31, 2011
PacifiCorp Received PacifiCorp Provided
Account Description Services Services
Equipment parts 5.716
Total 5.716
Basis of pricing (a)
Cost of service (a)
The margin of charges over costs (a)
Assets allocable to the services (a)
The overall rate of return on assets (a)
(a) Transactions with Graver Water Systems, LLC are provided to PacifiCorp in the normal course of business, at standard pricing.
Graver Water Systems, LLC is not a public company, and its financial statements are not available.
N/A
N/A
N/A
N/A
N/A
Marmon/Keystone Corporation
Affiliated Transactions
For the Year Ended December 31, 2011
PacifiCorp Received PacifiCorp Provided
Account Description Services Services
Materials 591
Total S 591
Basis of pricing (a) N/A
Cost of service (a) N/A
The margin of charges over costs (a) N/A
Assets allocable to the services (a) N/A
The overall rate of return on assets (a) N/A
(a) Transactions with Marmon/Keystone Corporation are provided to PacifiCorp in the normal course of business, at standard pricing.
Marmon/Keystone Corporation is not a public company, and its financial statements are not available.
Penn Machine Company LLC
Affiliated Transactions
For the Year Ended December 31, 2011
PacifiCorp Received PacifiCorp Provided
Account Description Services Services
Equipment parts 53 -
Total 53 $ -
Basis of pricing (a) N/A
Cost of service (a) N/A
The margin of charges over costs (a) N/A
Assets allocable to the services (a) N/A
The overall rate of return on assets (a) N/A
(a) Transactions with Penn Machine Company LLC are provided to PacifiCorp in the normal course of business, at standard pricing.
Penn Machine Company LLC is not a public company, and its financial statements are not available.
Wells Fargo & Company
Affiliated Transactions
For the Year Ended December 31, 2011
PacifiCorp Received PacifiCorp Provided
Account Description Services Services
Natural gas swaps (a) $ 45,453,465 $ -
Natural gas futures charting and consulting services 6,000 -
Banking fees 2,309,566 -
Interest earned (20.283) -
Total $ 47.748.748 -
Basis of pricing (c) N/A
Cost of service (c) N/A
The margin of charges over costs (c) N/A
Assets allocable to the services (c) N/A
The overall rate of return on assets (c) N/A
(a)Represents the financial impact realized on natural gas swaps during the year ended December 31, 2011. In conjunction with these swap arrangements, PacifiCorp had no collateral at Wells
Fargo at December 31, 2011. Please refer to further discussion below.
(b)Represents interest earned on collateral posted during the year ended December 31, 2011 in conjunction with the natural gas swaps discussed in (a) above.
(c)Wells Fargo & Company provides financial services to PaciflCorp in the normal course of business at standard pricing.
The costs incurred with Wells Fargo & Company for the natural gas swaps included above are only one component of PacifiCorp's overall risk management
process, which is designed to identify, assess, monitor, report, manage and mitigate each of the various types of risk involved in PacifiCorp's business, including
commodity risk. PacifiCorp manages certain risks, including price risk, relating to its supply of electricity and fuel requirements by entering into various
contracts, which may be derivatives, including forwards, futures, options, swaps and other agreements. PacifiCorp's energy costs are subject to numerous
operational and economic factors such as planned and unplanned outages; fuel commodity prices; fuel transportation costs; weather; environmental
considerations; transmission constraints; and wholesale market prices of electricity. For further information regarding PacifiCorp's risk management process and
hedging activities, including its use of commodity derivative contracts, please refer to PacifiCorp's Annual Report on Form 10-K for the year ended
December 31, 2011.
Excluded from the table are medical claims administration fees charged by Wells Fargo Third Party Administrators, Inc. to Energy West in the amount of
$267,029.
For further information on the following financial statements, refer to Wells Fargo & Company's Form 10-K for the year ended December 31, 2011 (File No.
001-2979) at www.sec.gov .
Financial Statements
Wells Fargo & Company and Subsidiaries
Consolidated Statement of Income
Year ended December 31,
(in millions, except per share amounts) 2011 2010 2009
Interest income
Trading assets $ 1,440 1,098 918
Securities available for sale 8,475 9,666 11,319
Mortgages held for sale 1,644 1,736 1,930
Loans held for sale 58 101 183
Loans 37,247 39,760 41,589
Other interest income 548 435 335
Total interest income 49,412 52,796 56,274
Interest expense
Deposits 2,275 2,832 3,774
Short-term borrowings 80 92 222
Long-term debt 3,978 4,888 5,782
Other interest expense 316 227 172
Total interest expense 6,649 8,039 9,950
Net interest income 42,763 44,757 46,324
Provision for credit losses 7,899 15,753 21,668
Net interest income after provision for credit losses 34,864 29,004 24,656
Noninterest income
Service charges on deposit accounts 4,280 4,916 5,741
Trust and investment fees 11,304 10,934 9,735
Card fees 3,653 3,652 3,683
Other fees 4,193 3,990 3,804
Mortgage banking 7,832 9,737 12,028
Insurance 1,960 2,126 2,126
Net gains from trading activities 1,014 1,648 2,674
Net gains (losses) on debt securities available for sale (1) 54 (324) (127)
Net gains from equity investments (2) 1,482 779 185
Operating leases 524 815 685
Other 1,889 2,180 1,828
Total nonnterest income 38,185 40,453 42,362
Noninterest expense
Salaries 14,462 13,869 13,757
Commission and incentive compensation 8,857 8,692 8,021
Employee benefits 4,348 4,651 4,689
Equipment 2,283 2,636 2,506
Net occupancy 3,011 3,030 3,127
Core deposit and other intangibles 1,880 2,199 2,577
FDIC and other deposit assessments 1,266 1,197 1,849
Other 13,286 14,182 12,494
Total noninterest expense 49,393 50,456 49,020
Income before income tax expense 23,656 19,001 17,998
Income tax expense 7,445 6,338 5,331
Net income before noncontrolling interests 16,211 12,663 12,667
Less: Net income from noncontrolling interests 342 301 392
Wells Fargo net income $ 15,869 12,362 12,275
Less: Preferred stock dividends and other 844 730 4,285
Wells Fargo net income applicable to common stock $ 15,025 11,632 7,990
Per share information
Earnings per common share $ 2.85 2.23 1.76
Diluted earnings per common share 2.82 2.21 1.75
Dividends declared per common share 0.48 0.20 0.49
Average common shares outstanding 5,278.1 5,226.8 4,545.2
Diluted average common shares outstanding 5,323.4 5,263.1 4,562.7
(1)Total other-than-temporary impairment (OTTI) losses (gains) were $349 million, $500 million and $2,352 million for the year ended December31, 2011, 2010 and 2009,
respectively. Of total OTT!, $423 million, $672 million and $1,012 million were recognized in earnings, and $(74) million, $(172) million and $1,340 million were recognized
as non-credit related OTT! in other comprehensive income for the year ended December 31, 2011, 2010 and 2009, respectively.
(2)Includes OTT! losses of $288 million, $268 million and $655 million for the year ended December 31, 2011, 2010 and 2009, respectively.
The accompanying notes are an integral part of these statements.
114
Wells Fargo & Company and Subsidiaries
Consolidated Balance Sheet
December 31,
(in millions, except shares) 2011 2010
Assets
Cash and due from banks $ 19,440 16,044
Federal funds sold, securities purchased under resale agreements and other short-term investments 44,367 80,637
Trading assets 77,814 51,414
Securities available for sale 222,613 172,654
Mortgages held for sale (includes $44,791 and $47,531 carried at fair value) 48,357 51,763
Loans held for sale (includes $1,176 and $873 carried at fair value) 1,338 1,290
Loans (includes $5,916 and $309 carried at fair value) 769,631 757,267
Allowance for loan losses (19,372) (23,022)
Net loans 750,259 734,245
Mortgage servicing rights:
Measured at fair value 12,603 14,467
Amortized 1,408 1,419
Premises and equipment, net 9,531 9,644
Goodwill 25,115 24,770
Other assets 101,022 99,781
Total assets (1) $ 1,313,867 1,258,128
Liabilities
Noninterest-bearing deposits $ 244,003 191,256
Interest-bearing deposits 676,067 656,686
Total deposits 920,070 847,942
Short-term borrowings 49,091 55,401
Accrued expenses and other liabilities 77,665 69,913
Long-term debt (includes $0 and $306 carried at fair value) 125,354 156,983
Total liabilities (2) 1,172,180 1,130,239
Equity
Wells Fargo stockholders equity:
Preferred stock 11;431 8,689
Common stock - $1-2/3 par value, authorized 9,000,000,000 shares;
issued 5,358,522,061 shares and 5,272,414,622 shares 8,931 8,787
Additional paid-in capital 55,957 53,426
Retained earnings 64,385 51,918
Cumulative other comprehensive income 3,207 4,738
Treasury stock - 95,910,425 shares and 10,131,394 shares (2,744) (487)
Unearned ESOP shares (926) (663)
Total Wells Fargo stockholders' equity 140,241 126,408
Noncontrolling interests 1,446 1,481
Total equity 141,687 127,889
Total liabilities and eauitv $ 1.313.867 1.258.128
(1)Our consolidated assets at December 31, 2011 and at December 31, 2010, include the following assets of certain variable interest entities (VIEs) that can only be used to
settle the liabilities of those VIEs: Cash and due from banks, $321 million and $200 million; Trading assets, $293 million and $143 million; Securities available for sale,
$3.3 billion and $2.2 billion; Mortgages held for sale, $444 million and $634 million; Net loans, $12.0 billion and $16.7 billion; Other assets, $1.9 billion and $2.1 billion; and
Total assets, $18.2 billion and $21.9 billion.
(2)Our consolidated liabilities at December 31, 2011 and at December 31, 2010, include the following VIE liabilities for which the VIE creditors do not have recourse to Wells
Fargo: Short-term borrowings, $24 million and $7 million; Accrued expenses and other liabilities, $175 million and $98 million; Long-term debt, $4.9 billion and $8.3 billion;
and Total liabilities, $5.1 billion and $8.4 billion.
The accompanying notes are an integral part of these statements.
115
Cable ONE
Affiliated Transactions
For the Year Ended December 31, 2011
Account Description
Cable re-routing services
Total
PacifiCorp Received PacffiCorp Provided
Services Services

2.126 -

2.126 -
(a) N/A
(a) N/A
(a) N/A
(a) N/A
(a) N/A
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate of return on assets
(a) Cable ONE provides goods and services to PacifiCorp in the normal course of business at standard pricing.
Cable ONE is not a public company, and its financial statements are not available.
The Hartford Steam Boiler Inspection and Insurance Company
Affiliated Transactions
For the Year Ended December 31, 2011
PacifiCorp Provided
Services
PacifiCorp Received
Account Description Services
Transformer oil and gas analysis 24.978
Total 24,978
N/A
N/A
N/A
N/A
N/A
Basis of pricing (a)
Cost of service (a)
The margin of charges over costs (a)
Assets allocable to the services (a)
The overall rate of return on assets (a)
(a) The Hartford Steam Boiler Inspection and Insurance Company provides services to PacifiCorp in the normal course of business at standard pricing.
The Hartford Steam Boiler Inspection and Insurance Company is not a public company, and its financial statements are not available.
Moody's Investors Service
Affiliated Transactions
For the Year Ended December 31, 2011
PacifiCorp Received PacifiCorp Provided
Account Description Services Services
Rating agency fees 306.137 -
Total 306A37 -
Basis of pricing (a) N/A
Cost of service (a) N/A
The margin of charges over costs (a) N/A
Assets allocable to the services (a) N/A
The overall rate of return on assets (a) N/A
(a) Moody's Investors Service provides services to PacifiCorp in the normal course of business at standard pricing.
Moody's Investors Service is not a public company, and its financial statements are not available. The financial statements of its parent company, Moody's
Corporation, are included. For further information on the following financial statements, refer to Moody's Corporation's Form 10-K for the year ended
December 31, 2011 (File No. 1-14037) at www.sec.uov.
MOODY'S CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN MILLIONS, EXCEPT PER SNARE DATA)
Revenue
Expenses
Operating
Selling, general and administrative
Restructuring
Depreciation and amortization
Total expenses
Operating income
Interest income (expense), net
Other non-operating income (expense), net
Non-operating income (expense), net
Income before provision for income taxes
Provision for income taxes
Net income
Less: Net income attributable to nóncontrolling interests
Net income attributable to Moody's
Earnings per share
Basic
Diluted
Weighted average shares outstanding
Basic
Diluted
The accompanying notes are an integral part of the consolidated financial statements.
Year Ended December 31,
2011 2010 2009
$ 2,280.7 $ 2,032.0 S 1,797.2
683.5 604.8 532.4
629.6 588.0 495.7
- 0.1 17.5
79.2 66.3 64.1
1,392.3 1,259.2 1,109.7
888.4 772.8 687.5
(62.1) (52.5) (33.4)
13.5 (5.9) (7.9)
(48.6) (58.4) (41.3)
839.8 714.4 646.2
261.8 201.0 239.1
578.0 513.4 407.1
6.6 5.6 5.1
$ 571.4 S 507.8 S 402.0
$ 2.52 $ 2.16 $ 1.70
$ 2.49 $ 2.15 $ 1.69
226.3 235.0 236.1
229.4 236.6 237.8
MOODY'S 2011 10-K
MOODY'S CORPORATION
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN MILLIONS, EXPECT SHARE AND PER SHARE DATA)
Assets
Current assets:
Cash and cash equivalents
Short-term investments
Accounts receivable, net of allowances of $28.0 in 2011 and S33.0 in 2010
Deferred tax assets, net
Other current assets
Total Current assets
Property and equipment, net
Goodwill
Intangible assets, net
Deferred tax assets, net
Other assets
Total assets
Liabilities, redeemable noncontroUing interest and shareholders' deficit
Current liabilities:
Accounts payable and accrued liabilities
Unrecognized tax benefits
Current portion of long-term debt
Deferred revenue
Total current liabilities
Non-current portion of deferred revenue
Long-term debt
Deferred tax liabilities, net
Unrecognized tax benefits
Other liabilities
Total liabilities
Contingencies (Note 18)
Redeemable noncontrolling interest
Shareholders' deficit:
Preferred stock, par value $.01 per share; 10,000,000 shares authorized; no shares issued
and outstanding
Series common stock, par value S.01 per share; 10,000,000 shares authorized; no shares
issued and outstanding
Common stock, par value $01 per share; 1,000,000,000 shares authorized; 342,902,272
shares issued at December 31, 2011 and December 31, 2010, respectively.
Capital surplus
Retained earnings
Treasury stock, at cost; 120,462,232 and 112,116,581 shares of common stock at
December 31, 2011 and December 31, 2010, respectively
Accumulated other comprehensive loss
Total Moody's shareholders' deficit
Noncontrolling interests
Total shareholders' deficit
Total liabilities, redeemable noncontrolling interest and shareholders' deficit
December 31,
2011 2010
$ 760.0 $ 659.6
14.8 12.7
489.8 497.5
82.2 45.3
77.6 127.9
1,424.4 1,343.0
326.8 319.3
642.9 465.5
253.6 168.8
146.4 187.9
82.0 55.8
$ 2,876.1 $ 2,540.3
$ 452.3 $ 414.4
90.0 -
71.3 113
520.4 508.1
1,134.0 933.8
97.7 96.6
1,172.5 1,228.3
49.6 36.9
115.4 180.8
404.8 362.3
60.5 -
3.4 3.4
394.5 391.5
4,176.1 3,736.2
(4,635.5) (4,407.3)
(107.5) (33.4)
(169.0) (309.6)
10.6 11.2
(158.4) (298.4)
$ 2,876.1 $ 2,540.3
The accompanying notes are an integral part of the consolidated financial statements.
MOODY'S 2011 10-K 65
International Business Machines Corporation
Affiliated Transactions
For the Year Ended December 31, 2011
Account Description
Computer hardware and software and computer systems consulting and
maintenance services
Total
PacifiCorp Received PacifiCorp Provided
Services (a) Services
$ 315,951
315.951
Basis of pricing (b) N/A
Cost of service (b) N/A
The margin of charges over costs (b) N/A
Assets allocable to the services (b) N/A
The overall rate of return on assets (b) N/A
(a)During the fourth quarter of 2011, Berkshire Hathaway's ownership in IBM surpassed 5% of IBM's outstanding shares. As a result, IBM became a PacifiCorp affiliate in the fourth quarter of
2011. Accordingly, this report reflects transactions between PacifiCorp and IBM that occurred between October 1, 2011 and December 31, 2011.
(b)IBM provides services to PacifiCorp in the normal course of business at standard pricing.
For further information on the following financial statements, refer to International Business Machines Corporation's Form 10-K for the year ended December
31, 2011 (File No. 1-2360) at www.sec.gov.
-
Consolidated Statement of Earnings
70 International Business Machines Corporation and Subsidiary Companies
$ in millions except per share amounts)
For the year ended December 31; Notes 2011 2010 2009
Revenue
Services $ 60,721 $58,868 $55,128
Sales 44,063 40,736 38,300
Financing 2,132 2,267 2,331
Total revenue 106,916 99,870 95,758
Cost
740 38.383 37.146
Sales 14,973 14,374 13,606
Financing 1,065 1,100 1,220
Total cost 56,778 53,857 51,973
Gross profit 60,138 46,014 43,785
Expense and other income
Selling, general and administrative 23,594 21,837 20,952
Research, development 09(ern.
property and custom development income
Other (income) and expense
0 6,258
(I,108)
(20)
- 6,026
(1,154)
(787)
5,820
(1,177)
(351)
Interest expense D&J 411 368 402
Total expense and other income 29,135 26,291 25,647
Income before income taxes 21,003 19,723 18,138
Provision for income taxes N 5,148 4,890 4,713
Net income $ 15,855 $14,833 $13,425
Earnings per share of common stock
Assuming dilution
Basic
P
P
$13.06
$ 13.25
$11.52
$ 11.69
$10.01
$ 10.12
Weighted-average number of common shares outstanding
Assumi ion _________________
Basic
1,213,767,985 1,287,355,3881,341,352,754
1,196,951,006 1,268,789,202 1,327,157,410
Amounts may not add due to rounding.
The sccompsnvinanotes onpages 76through139 are an integral part of the financial statements
Consolidated Statement of Financial Position
72 International Business Machines Corporation and Subsidiary Companies
)$ in millions except per share amounts)
At December 3l: Notes 2011 2010
Assets
Current assets
Cash and cash equivalents $ 11,922 $ 10,661
Marketable securities D 0 990
Notes and accounts receivable-trade (net of allowances of $256 in 2011 and $324 in 2010) 11,179 10,834
Short-term financing receivables (net of allowances of $311 in 2011 and $342 in 2010) F 16,901 16,257
Otheraccounts receivable (net of allowances of $11 in 2011 and $10 i
Inventories E
1,481
2,585
1,134
2,450
Deferred taxes N I AI I CR4
Prepaid expenses and other current assets 5,249 4,226
Total current assets 50,928 48,116
Propertyant and equipment ______..---.-----------___ 40,124 40 9
Less: Accumulated depreciation G 26,241 26,193
Property, plant and equipment-net G 13,883 14,096
Long-term finandn..rec.vabs (net of allowances of $38 in 2011 and $58 in 2010)- - - f07
Prepaid pension assets . S 2,843 3,068
Deferred taxes N 3,220
Goodwill ____________ I 26,213 25,136
(pppepsets-net I 3,392 3,488
Investments and sundry assets H 4,895 5,778
Total assets 8116,433 $113,42
Liabilities and equity
Current liabilities
Taxes - N S 3,313 $ 4,216
Short-term debt . D&J 8,463 6,778
Accounts payable ______
90mpgp9pn(peflts
______ 8,517
5,099
7,804
5,028
Deferred income 12,197 11,580
Other accrued expenses and liabilities 4,535 5,156
Total current liabilities 42,123 40,562
D&J
S
22,857
18,374
21,846
15,978
Deferred income ______ __________
Other liabilities K
3,847
8,996
3,666
8,226
Total liabilities 96.197 90.279
and commitments M
IBM stockholders' equity ________
Common stock, par value $20 per share, and addi
Shares authorized: 4,687,500,000
48,129 45,418
2919.-?,,8O0,054)
Retairwdearning - -
Treasury stock, at cost (shares: 2011-1,019,287,274; 2010-933,806,510)
.
104,857
(110,863)
-92,532
(961161)
Accumulated other comprehensive income/(loss) (21,885) (18,743)
Total IBM stockholders" e, ullit 20,138 23,046
Noncontrolling interests A 97 126
Total equity 20,236 23,172
Total liabilities and equity $116,433 $113,452
Amounts may not add due to rounding.
The accompanying notes on pages 76 through 139 are an integral part of the financial statements.
Symetra Life Insurance Company
Affiliated Transactions
For the Year Ended December 31, 2011
PacifiCorp Received PacifiCorp Provided
Account Description Services Services
N/A
Total
Basis of pricing (a) N/A
Cost of service (a) N/A
The margin of charges over costs (a) N/A
Assets allocable to the services (a) N/A
The overall rate of return on assets (a) N/A
(a) Symetra Life Insurance Company provides services to Energy West Mining Company in the normal course of business at standard pricing.
Excluded from the table is premium expense for an excess loss insurance policy charged by Symetra Life Insurance Company to Energy West Mining Company
in the amount of $24,898.
Symetra Life Insurance Company is not a public company, and its financial statements are not available. The financial statements for its parent company,
Symetra Financial Corporation, are included. For further information on the following financial statements, refer to Symetra Financial Corporation's Form 10-K
for the year ended December 31, 2011 (File No. 001-33808) at www.sec.gov .
CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)
ASSETS
Investments:
Available-for-sale securities:
Fixed maturities, at fair value (amortized cost: $21,061.4 and $20,416.5,
respectively) ...............................................
Marketable equity securities, at fair value (cost: $52.4 and $52.8,
respectively) ..............................................
Trading securities:
Marketable equity securities, at fair value (cost: $365.4 and $168.0,
respectively) ..............................................
Mortgage loans, net ...............................................
Policy loans .....................................................
Investments in limited partnerships (includes $27.8 and $36.5 measured at fair
value, respectively) .............................................
Other invested assets ...............................................
Total investments ....................................................
Cash and cash equivalents ...............................................
Accrued investment income .............................................
Accounts receivable and other receivables .................................
Reinsurance recoverables ..............................................
Deferred policy acquisition costs ........................................
Goodwill...........................................................
Otherassets .........................................................
Separate account assets ................................................
As of December 31,
2011 2010
$22,905.2 $21,281.8
50.3 45.1
381.7 189.3
2,517.6 1,713.0
69.0 71.5
226.9
21.0
26,171.7
242.3
269.4
82.5
295.6
215.4
30.4
109.6
795.8
186.9
12.6
23,500.2
274.6
257.6
68.6
280.8
250.0
28.4
95.0
881.7
$25.636.9 Total assets ..............................................................$28,212.7
LIABILITIES AND STOCKHOLDERS' EQUITY
Funds held under deposit contracts ........................................ $22,449.5 $20,953.3
Future policy benefits .................................................. 391.2 398.4
Policy and contract claims ............................................. 170.9 116.6
Unearned premiums .................................................. 12.3 12.2
Other policyholders' funds ............................................. 116.7 111.0
Notes payable ........................................................ 449.2 449.0
Deferred income tax liabilities, net ....................................... 405.3 99.0
Other liabilities ...................................................... 287.8 235.1
Separate account liabilities .............................................. 795.8 881.7
Total liabilities .......................................................... 25,078.7 23,256.3
Commitments and contingencies (Note 14)
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued - -
Common stock, $0.01 par value; 750,000,000 shares authorized; 118,637,379
issued and outstanding as of December 31, 2011; 118,216,470 issued and
118,215,701 outstanding as of December 31, 2010 ........................ 1.2 1.2
Additional paid-in capital .............................................. 1,454.6 1,450.2
Retained earnings .................................................... 664.7 496.7
Accumulated other comprehensive income, net of taxes ...................... 1,013.5 432.5
Total stockholders' equity .................................................. 3.134.0 2,380.6
Total liabilities and stockholders' equity ...................................... $28,212.7 $25,636.9
See accompanying notes.
108
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share data)
Years Ended December 31,
2011 2010 2009
Revenues:
Premiums .............................................. $ 540.5 $ 473.0 $ 470.1
Net investment income .................................... 1,270.9 1,199.4 1,113.6
Policy fees, contract charges, and other ........................ 180.7 166.3 159.9
Net realized investment gains (losses):
Total other-than-temporary impairment losses on
securities ...................................... (13.2) (53.3) (191.2)
Less: portion recognized in other comprehensive
income ...................................... (0.9) 32.4 104.7
Net impairment losses recognized in earnings .............. (14.1) (20.9) (86.5)
Other net realized investment gains ....................... 21.1 60.7 57.2
Total net realized investment gains (losses) .................... 7.0 39.8 (29.3)
Total revenues .............................................. 1,999.1 1,878.5 1,714.3
Benefits and expenses:
Policyholder benefits and claims ............................ 381.4 335.1 350.5
Interest credited ........................................... 925.9 899.5 846.8
Other underwriting and operating expenses ..................... 2961 256.7 252.7
Interest expense ......................................... 32.1 31.9 31.8
Amortization of deferred policy acquisition costs ............... 84.6 66.2 51.4
Total benefits and expenses .................................... 1,720.1 1,589.4 1,533.2
Income from operations before income taxes .......................... 279.0 289.1 181.1
Provision (benefit) for income taxes:
Current ................................................ 86.0 57.7 6.7
Deferred ............................................... (6.6) 30.5 46.1
Total provision for income taxes ................................ 79.4 88.2 52.8
Net income ..................................................... $ 199.6 $ 200.9 $ 128.3
Net income per common share:
Basic ...................................................... $ 1.45 $ 1.48 $ 1.15
Diluted ...................................................... $ 1.45 $ 1.48 $ 1.15
Weighted-average number of common shares outstanding:
Basic ....................................................... 137.491 135.609 111.622
Diluted .................................................... 137.503 135.618 111.626
Cash dividends declared per common share ........................... $ 0.23 $ 0.15 $ -
See accompanying notes.
109
MidAmerican Energy Holdings Company
Affiliated Transactions
For the Year Ended December 31, 2011
PacifiCorp Received PacfflCorp Provided
Account Description Services Services
Affiliate services pursuant to the IASA $ 11,191,276
$
Legal, resource and construction development, information technology support
and other administrative support services 319,378
Total S 11.191.276 319.378
Basis of pricing (a) (a)
Cost of service (a) (a)
The margin of charges over costs None None
Assets allocable to the services None None
The overall rate of return on assets None None
(a) Services were performed pursuant to the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based
on allocation factors. The amounts in the table above reflect the cost of the services.
Excluded from the table are convenience payments made to vendors by one entity on behalf of, and charged to, other entities within the MEHC group. During the
year ended December 31, 2011, MEHC paid $1,740,504 on behalf of PacifiCorp primarily for software license costs. Also excluded from the table are
reimbursements by MEHC for payments made by PacifiCorp to its employees under a long-term incentive plan ("LTIP") maintained by MEHC and annual
incentive payments associated with transferred employees. Amounts paid by PacifiCorp to fund the LTIP are included in the MEHC affiliate services above.
Also excluded from the table are services provided by MEHC to PacifiCorp Environmental Remediation Company in the amount of $13,892.
For further information on the following financial statements, refer to MidAmerican Energy Holdings Company's Form 10-K for the year ended December 31,
2011 (File No. 001-14881) at www.sec.gov .
MIDAMERICAN ENERGY HOLDINGS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Amounts in millions)
As of December 31,
2011 2010
ASSETS
Current assets:
Trade receivables, net 1,270 1,225
Inventories •690 - 585
Investments and restricted cash and investments 51 44
Total current assets 3,283 3,352
Property, plant and equipment, net 34,167 31,899
Investments and restricted cash and investments 1,948 2,469
Derivative contracts 9 13
The accompanying notes are an integral part of these consolidated financial statements.
82
MIDAMERICAN ENERGY HOLDINGS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
(Amounts in millions)
As of December 31,
2011 2010
LIABILITIES AND EQUITY
Current liabilities:
Accrued employee expenses . 155 159
Accrued property,mcomeandothertaxes . 340 287
Short-term debt . . . . 865 320
Other current liabilities . . . 514 . 450
Derivative contracts . . . . . 176 458
MEHC subordinated debt .. . . - 172
Deferred income taxes . 7,076 6,298
Total liabilities . . . . . 33,453 32,260
Coñunitinents and contingencies (Note 16) .. . . .
Equity: .
Common stock - 115 shares authorized, no per value, 75 shares issued and outstanding
Retained earnings . . . 9,310 . .7,979
Total MEHC shareholders'
Total equity 14,265 13,408
Total liabilities and equity $ 47,718 $ 45,668
The accompanying notes are an integral part of these consolidated financial statements.
83
MIDAMERICAN ENERGY HOLDINGS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in millions)
Years Ended December 31,
2011 2010 2009
Operating revenue:
Real estate 992 1,020 1,037
Eng
• Operatingexpense 2,544 2,470 2,571
Realeslate 968 1,003 1,026
Interest expense . . . . .. (1,196). • • (1,225) • (1,275)
Interest and dividend income . - 14 •, 24 38
Income before Income tax expense and equity Income
Equity income
Net income attributable to nonconirouing interests •
1,593
53
21 •
1,465
43
72
1,415
55
31
The accompanying notes are an integral part of these consolidated financial statements.
84
MHC Inc.
Affiliated Transactions
For the Year Ended December 31, 2011
Account Description
Affiliate services pursuant to the IASA
Charges over the cost cap - retained by MHC Inc. (a)
Total
PacifiCorp Received
Services
$ 730,726
(47.726)
683,000
PacifiCorp Provided
Services
$
Basis of pricing (b) N/A
Cost of service (b) N/A
The margin of charges over costs None N/A
Assets allocable to the services None N/A
The overall rate of return on assets None N/A
(a)Refer to Section VII for discussion of the cap on charges from MEHC and subsidiaries, which expired March 20, 2011.
(b)Services were performed pursuant to the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based
on allocation factors. The amounts in the table above reflect the cost of the services.
For further information on the following financial statements, refer to MidAmerican Funding LLC's Form 10-K for the year ended December 31, 2011 (File No.
333-90553) at www.sec.gov .
MHC INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in millions)
As of December 31,
2011 2010
ASSETS
net:
Gas
Accumulated depreciation and amortization
Construction work in progress . . 173 151
Curient assets:
Receivables, net . . . ... . 374 383

201 . 159
Total current assets . 904 856
- Receivable from affiliate . . . . . . 235 17
Goodwill . . - . 1,270 1,270
Other . . . . . . 175 168
Total assets .. . . $ 11,838 $ 10,324
interests . 28
Total capitalization . . 7,681 . 7,118
Note payable to affiliate . . .. 231. 14
Other . . . . 421 374
Total capitalization and liabilities - $ 11,838 $ 10,324
The accompanying notes are an integral part of these consolidated financial statements.
118
MHC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in millions)
Years Ended December 31,
2011 2010 2009
revenue:
769 852 857
costs and expenses:
Cost offi energy and capacity 491 566 522
Other operating expenses 413 421 417
Depreciation and amortization - 336 ..344 335
Total regulated operating costs and expenses 2,071 2,249 2,173
Cost of sales . : 972 - 1,076 1,026
Tàtal nonregulated operating costs and expenses 1,004 1,106 1,057
Interest and dividend income
Other, not . . . 10 4 . 12
Interest on long-term debt 157 155. . .1.55.
Allowance for borrowed funds : (7) (2) (1)
Income tax benefit .
1 11111
(16) (46) (27)
Net Income . . . 319 361 350
The accompanying notes are an integral part of these consolidated fmancial statements.
119
MidAmerican Energy Company
Affiliated Transactions
For the Year Ended December 31, 2011
Account Description
Affiliate services pursuant to the IASA
Charges over the cost cap - retained by MEC (b)
Information technology support, insurance and risk management services and
other administrative support services
PacifiCorp Received
Services (a)
$ 3,717,182
(15,097)
PacifiCorp Provided
Services
$
862.267
Total $ 1702.085 $ 862.267
Basis of pricing (c) (c)
Cost of service (c) (c)
The margin of charges over costs None None
Assets allocable to the services None None
The overall rate of return on assets None None
(a)PacifiCorp received services includes $427,055 of charges that were capitalized and $32,085 of amounts that were ultimately reimbursed by joint owners of PacifiCorp's generating facilities.
(b)Refer to Section VII for discussion of the cap on charges from MEHC and subsidiaries, which expired March 20, 2011.
(c)Services were performed pursuant to the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based
on allocation factors. The amounts in the table above reflect the cost of the services.
Excluded from the table above are convenience payments made to vendors by one entity on behalf of, and charged to, the other. During the year ended December
31, 2011, MEC paid $359,713 on behalf of PacifiCorp primarily for software license costs.
Also, excluded from the table are services provided by MEC to PacifiCorp Foundation in the amount of $580, Energy West Mining Company in the amount of
$55,053, Interwest Mining Company in the amount of $29,435 and Bridger Coal Company in the amount of $68,549.
For further information on the following financial statements, refer to MidAmerican Energy Company's Form 10-K for the year ended December 31, 2011 (File
No. 333-15387) at www.sec.gov .
MIDAMERICAN ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in millions)
As of December 31,
2011 2010
ASSETS
Utility plant, net:
Gas .. . 1,255 1,214
Accumulated depreciation and amortization . . . (4,120) . (39849)
Construction work in progress . . . 173 . 151
Current assets:
Receivables, net . . . . . 373 . 383
Inventories . 201 . 159
Total current assetS . . . 904 855
Investments and nonregulated property, net . . 503 490
Other : . . 177. 168
Preferred securities . 27 . 27
—I.
Long-term debt . . . . 3,115 2,865
The accompanying notes are an integral part of these consolidated financial statements.
57
MIDAMERICAN ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in millions)
Years Ended December 31,
2011 2010 2009
revenue:
Regulated gas 769 852 857
Total operating revenue 3,501 3,810 •3,693
Operating costs and expenses:
Cost of fuel, energy and capacity 491 566 522
Other operating expenses 413 421 417
Depreciationandamàrtization 336 344 335
Total regulated operating costs and expenses 2,071 2,249 2,173
Cost of sales 972 - 1,076
Total nonregulated operating costs and expenses 1,001 1,102 1,052
Interest on long-term debt 157 155 155
Allowance for borrowed funds
pIuI
(7) (2)
Income tax benefit (17) (49) (27)
Net income 319 357 350
The accompanying notes are an integral part of these consolidated financial statements.
58
HomeServices of America, Inc.
Affiliated Transactions
For the Year Ended December 31, 2011
PacfflCorp Received PacifiCorp Provided
Account Description Services Services
Relocation services $ 2,490,590 $
Information technology support, insurance and risk management and other
administrative support services - 147.116
Total S 2.490.590 147.116
Basis of pricing (a) (b)
Cost of service (a) (b)
The margin of charges over costs (a) None
Assets allocable to the services (a) None
The overall rate of return on assets (a) None
(a)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.
(b)Services were performed pursuant to the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based
on allocation factors. The amount in the table above reflects the cost of the services.
The HomeServices of America, Inc. financial statements are confidential and provided under separate cover.
Kern River Gas Transmission Company
Affiliated Transactions
For the Year Ended December 31, 2011
PacifiCorp Received PacifiCorp Provided
Account Description Services Services
Natural gas transportation services $ 3,212,163 $ -
Affiliate services pursuant to the IASA (a) (c) 150,711 -
Information technology support, corporate aircraft, insurance and risk
management and other administrative support services - 168,331
Temporary easement (d) - 11.057
Total 3.362.874 179.388
Basis of pricing (b) (c) (c) (d)
Cost of service (b) (c) (c) (d)
The margin of charges over costs (b) None None (d)
Assets allocable to the services (b) None None (d)
The overall rate of return on assets (b) None None (d)
(a)PacifiCorp received services includes $9,529 of charges that were capitalized.
(b)Natural gas transportation services are priced at tariffs established by the FERC.
(c)Services were performed pursuant to the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were
based on allocation factors. The amounts in the table above reflect the cost of the services.
(d)The temporary easement granted by PacifiCorp to Kern River Gas Transmission Company was priced based on common commercial real estate industry practices using 10% of the property's
value.
Name of Respondent
Kern River Gas Transmission Company
This Re ort Is: Date of Report
(Mo, Da, Yr)
Year/Period of Report
End of 2011/04
Comparative Balance Sheet (Assets and OtherDebits) -
Line
No.
-
Title of Account
(a)
Reference
Page Number
(b)
Current Year End of
Quarter/Year Balance
(C)
Prior Year
End Balance
12/31
(d)
1 UTILITY PLANT
2 Utility Plant (101-106, 114) 200-201 2,749,393,310 2,418,392,512
3 Construction Work in Progress (107) 200-201 13,659,977 146,591,211
4 TOTAL Utility Plant (Total of lines 2 and 3) 200-201 2,763,053,287 2,564,983,723
5 (Less) Accum. Provision for Depr., Amort., DepI. (108, 111, 115) 910,117,587 856,935,002
6 Net Utility Plant (Total of line 4 less 5) 1,852,935,700 1,708,048,721
7 Nuclear Fuel (120.1 thru 120.4, and 120.6) 0 0
8 (Less) Accum. Provision for Amort., of Nuclear Fuel Assemblies (120.5) 0 0
9 Nuclear Fuel (Total of line 7 less 8) 0 0
10 Net Utility Plant (Total of lines 6 and 9) 1,852,935,700 1,708,048,721
11 Utility Plant Adjustments (116) 122 0 0
12 Gas Stored-Base Gas (117.1) 220 0 0
13 System Balancing Gas (117.2) 220 0 0
14 Gas Stored in Reservoirs and Pipelines-Noncurrent (117.3) 220 01 0
15 Gas Owed to System Gas (117.4) 220 0 0
16 OTHER PROPERTY AND INVESTMENTS
17 Nonutility Property (121) 0 0
18 (Less) Accum. Provision for Depreciation and Amortization (122) 0 0
19 Investments in Associated Companies (123) 222-223 0 0
20 Investments in Subsidiary Companies (123.1) 224-225 0 0
21 (For Cost of Account 123.1 See Footnote Page 224, line 40)
22 Noncurrent Portion of Allowances 0 0
23 Other Investments (124) 222-223 0 0
24 Sinking Funds (125) 0 0
25 Depreciation Fund (126) 0 0
26 Amortization Fund - Federal (127) 0 0
27 Other Special Funds (128) 22,801,653 11,858,066
28 Long-Term Portion of Derivative Assets (175) 0 0
29 Long-Term Portion of Derivative Assets - Hedges (176) 0 0
30 TOTAL Other Property and Investments (Total of lines 17-20, 22-29) 22,801,653 11,858,066
31 CURRENT AND ACCRUED ASSETS
32 Cash (131) 23,657,946 0
33 Special Deposits (132-134) ljxywml 2,141,629
34 Working Funds (135) 0 0
35 Temporary Cash Investments (136) 222-223 0 13,035,975
36 Notes Receivable (141) 0 0
37 Customer Accounts Receivable (142) 33,467,567 31,203,058
38 Other Accounts Receivable (143) 481,073 1,598,151
39 (Less) Accum. Provision for Uncollectible Accounts - Credit (144) 0 47,323
40 Notes Receivable from Associated Companies (145) 0 0
41 Accounts Receivable from Associated Companies (146) 331,746 432,099
42 Fuel Stock (15 1) 0 0
43 Fuel Stock Expenses Undistributed (152) 0 0
FERC FORM NO. 2 (REV 06-04) Page 110
Name of Respondent
Kern River Gas Transmission Company
This Report Is: Date of Report (Mo, Da, Yr) Year/Period of Report
End of 2011 /Q4
Comparative Balance Sheet (Assets and Other_Debits)(continued) -
Line
No.
Title of Account
(a)
Reference
Page Number
(b)
Current Year End of
Quarter/Year Balance
(c)
Prior Year
End Balance
12/31
(d)
-
44 Residuals (Elec) and Extracted Products (Gas) (153) 0 0
45 Plant Materials and Operating Supplies (154) 9,900,034 8,012,852
46 Merchandise (155) 0 0
47 Other Materials and Supplies (156) 0 0
48 Nuclear Materials Held for Sale (157) 0 0
49 Allowances (158.1 and 158.2) 0 0
50 (Less) Noncurrent Portion of Allowances 0 0
51 Stores Expense Undistributed (163) 0 0
52 Gas Stored Underground-Current (164.1) 220 0 0
53 Liquefied Natural Gas Stored and Held for Processing (164.2 thru 164.3) 220 0 0
54 Prepayments (165) 230 753,965 1,333,296
55 Advances for Gas (166 thru 167) 0 0
56 Interest and Dividends Receivable (171) 0 0
57 Rents Receivable (172) 0 0
58 Accrued Utility Revenues (173) 0 0
59 Miscellaneous Current and Accrued Assets (174) 1,555,054 1,903,180
60 Derivative Instrument Assets (175) 0 0
61 (Less) Long-Term Portion of Derivative Instrument Assets (175) 0 0
62 Derivative Instrument Assets - Hedges (176) 53,644 35,140
63 (Less) Long-Term Portion of Derivative Instrument Assests - Hedges (176) 0 0
64 TOTAL Current and Accrued Assets (Total of lines 32 thru 63) 76,715,455 59,648,057
65 DEFERRED DEBITS
66 Unamortized Debt Expense (181) 10,328,987 13,472,107
67 Extraordinary Property Losses (182.1) 230 0 0
68 Unrecovered Plant and Regulatory Study Costs (182.2) 230 0 0
69 Other Regulatory Assets (182.3) 232 98,311,723 - 105,802,259
70 Preliminary Survey and Investigation Charges (Electric)(183) 0 0
71 Preliminary Survey and Investigation Charges (Gas)(1 83.1 and 183.2) 331,277 0
72 Clearing Accounts (184) 0 0
73 Temporary Facilities (185) . 0 0
74 Miscellaneous Deferred Debits (186) 233 60,358 wyzljjf1f1
75 Deferred Losses from Disposition of Utility Plant (187) 0 0
76 Research, Development, and Demonstration Expend. (188) 0 0
77 Unamortized Loss on Reacquired Debt (189) 0 0
78 Accumulated Deferred Income Taxes (190) 234-235 131,544,055 27,487,000
79 Unrecovered Purchased Gas Costs (191) 0 0
80 TOTAL Deferred Debits (Total of lines 66 thru 79) 240,576,400 146,849,705
81 TOTAL Assets and Other Debits (Total of lines 10-1 5,30,64,and 80) 2,193,029,208 1,926,404,549
FERC FORM NO. 2 (REV 06-04) - Page 111
Name of Respondent
Kern River Gas Transmission Company
This Report Is:
(2) [:]A Resubmission
Date of Report
(Mo, Da, Yr)
Year/Period of Report
End of 201 1/Q4
Comparative Balance Sheet (Liabilities and Other Credits) -
Line
No.
-
Title of Account
(a)
Reference
Page Number
(b)
Current Year
End of
Quarter/Year
Balance
Prior Year
End Balance
12/31
(d)
1 PROPRIETARY CAPITAL
2 Common Stock Issued (201) 250-251 0 0
3 Preferred Stock Issued (204) 250-251 0 0
4 Capital Stock Subscribed (202, 205) 252 0 0
5 Stock Liability for Conversion (203, 206) 252 0 0
6 Premium on Capital Stock (207) 252 0 0
7 Other Paid-In Capital (208-211) 253 893,871,247 838,871,247
8 Installments Received on Capital Stock (212) 252 0 0
9 (Less) Discount on Capital Stock (213) 254 0 0
10 (Less) Capital Stock Expense (214) 254 0 0
11 Retained Earnings (215, 215.1, 216) 118-119 ( 26,223,740) ( 134,439,392)
12 Unappropriated Undistributed Subsidiary Earnings (216.1) 118-119 0 0
13 (Less) Reacquired Capital Stock (217) 250-251 0 0
14 Accumulated Other Comprehensive Income (219) 117 33,644 22,140
15 TOTAL Proprietary Capital (Total of lines 2 thru 14) 867,681,151 704,453,995
16 LONGTERM DEBT
17 Bonds(221) 256-257 0 0
18 (Less) Reacquired Bonds (222) 256-257 0 0
19 Advances from Associated Companies (223) 256-257 0 0
20 Other Long-Term Debt (224) 256-257 715,705,160 790,033,994
21 Unamortized Premium on Long-Term Debt (225) 258-259 0 0
22 (Less) Unamortized Discount on Long-Term Debt-Dr (226) 258-259 0 0
23 (Less) Current Portion of Long-Term Debt 87,843,149 81,085,991
24 TOTAL Long-Term Debt (Total of lines 17 thru 23) 627,862,011 708,948,003
25 OTHER NONCURRENT LIABILITIES
26 Obligations Under Capital Leases-Noncurrent (227) 0 0
27 Accumulated Provision for Property Insurance (228.1) 0 0
28 Accumulated Provision for Injuries and Damages (228.2) 3,879 0
29 Accumulated Provision for Pensions and Benefits (228.3) 581,243 0
30 Accumulated Miscellaneous Operating Provisions (228.4) 0 0
31 Accumulated Provision for Rate Refunds (229) 516,359 0
FERC FORM NO. 2 (REV 06-04) Page 112
Name of Respondent
Kern River Gas Transmission Company
This Re ort Is: Date of Report
(Mo, Da, Yr)
Year/Period of Report
[
End of 2011/04
- Comparative Balance Sheet (Liabilities and Other Credits)(continued)
Line
No.
-
Title of Account
(a)
Reference
Page Number
(b)
Current Year
End of
Quarter/Year
Balance
Prior Year
End Balance
12/31
(d)
32 Long-Term Portion of Derivative Instrument Liabilities 0 0
33 Long-Term Portion of Derivative Instrument Liabilities - Hedges 0 0
34 Asset Retirement Obligations (230) 0 0
35 TOTAL Other Noncurrent Liabilities (Total of lines 26 thru 34) 1,101,481 0
36 CURRENT AND ACCRUED LIABILITIES
37 Current Portion of Long-Term Debt 87,843,149 81,085,991
38 Notes Payable (231) 0 0
39 Accounts Payable (232) 8,147,494 6,233,738
40 Notes Payable to Associated Companies (233) 0 0
41 Accounts Payable to Associated Companies (234) 1370,848 736,387
42 Customer Deposits (235) 22,554,101
43 Taxes Accrued (236) 262-263 8,023,700 5,403,908
44 Interest Accrued (237) 4,256,049 729,431
45 Dividends Declared (238) 0 0
46 Matured Long-Term Debt (239) 0 0
47 Matured Interest (240) 0 0
48 Tax Collections Payable (241) 155,354 112,607
49 Miscellaneous Current and Accrued Liabilities (242) 268 9,189,589 4,887,878
50 Obligations Under Capital Leases-Current (243) 0 0
51 Derivative Instrument Liabilities (244) 0 0
52 (Less) Long-Term Portion of Derivative Instrument Liabilities 0 0
53 Deilvative Instrument Liabilities - Hedges (245) 0 0
54 (Less) Long-Term Portion of Derivative Instrument Liabilities - Hedges 0 0
55 TOTAL Current and Accrued Liabilities (Total of lines 37 thru 54) 141,540,284 108,663,487
56 DEFERRED CREDITS
57 Customer Advances for Construction (252) 1,347,118 4,675
58 Accumulated Deferred Investment Tax Credits (255) 0 0
59 Deferred Gains from Disposition of Utility Plant (256) 0 0
60 Other Deferred Credits (253) 269 119
61 Other Regulatory Liabilities (254) 278 82,969,612 53,570,470
62 Unamortized Gain on Reacquired Debt (257) 260 0 0
63 Accumulated Deferred Income Taxes - Accelerated Amortization (281) 0 0
64 Accumulated Deferred Income Taxes - Other Property (282) 448,300,432 326,325,919
65 Accumulated Deferred Income Taxes - Other (283) 22,227,000 24,438,000
66 TOTAL Deferred Credits (Total of lines 57 thru 65) 554,844,281 404,339,064
67 TOTAL Liabilities and Other Credits (Total of lines I 5,24,35,55,and 66) 2,193,029,208 1,926,404,549
FERC FORM NO. 2 (REV 06-04) Page 113
Name of Respondent This Re ort Is: Date of Report Year/Period of Report
Kern River Gas Transmission Company (MO, Da, Yr)
End of 201 1/Q4 DA Resubmission
Statement of Income
Quarterly
1.Enter in column (d) the balance for the reporting quarter and in column (e) the balance for the same three month period for the prior year.
2.Report in column (f) the quarter to date amounts for electric utility function; in column (h) the quarter to date amounts for gas utility, and in 0) the quarter to date amounts for
other utility function for the current year quarter.
3.Report in column (g) the quarter to date amounts for electric utility function; in column (i) the quarter to date amounts for gas utility, and in (k) the quarter to date amounts for
other utility function for the prior year quarter.
4.If additional columns are needed place them in a footnote.
Annual or Quarterly, if applicable
5.Do not report fourth quarter data in columns (e) and (f)
6.Report amounts for accounts 412 and 413, Revenues and Expenses from Utility Plant Leased to Others, in another utility columnin a similar manner to a utility department.
Spread the amount(s) over lines 2 thru 26 as appropriate. Include these amounts in columns (c) and (d) totals.
7.Report amounts in account 414, Other Utility Operating Income, in the same manner as accounts 412 and 413 above.
8.Report data for lines 8, 10 and 11 for Natural Gas companies using accounts 404.1, 404.2, 404.3, 407.1 and 407.2.
9.Use page 122 for important notes regarding the statement of income for any account thereof.
10.Give concise explanations concerning unsettled rate proceedings where a contingency exists such that refunds of a material amount may need to be made to the utility's
customers or which may result in material refund to the utility with respect to power or gas purchases. State for each year effected the gross revenues or costs to which the
contingency relates and the tax effects together with an explanation of the major factors which affect the rights of the utility to retain such revenues or recover amounts paid
with respect to power or gas purchases.
11 Give concise explanations concerning significant amounts of any refunds made or received during the year resulting from settlement of any rate proceeding affecting
revenues received or costs incurred for power or gas purches, and a summary of the adjustments made to balance sheet, income, and expense accounts.
12.If any notes appearing in the report to stokholders are applicable to the Statement of Income, such notes may be included at page 122.
13.Enter on page 122 a concise explanation of only those changes in accounting mehods made during the year which had an effect on net income, including the basis of
allocations and apportionments from those used in the preceding year. Also, give the appropriate dollar effect of such changes.
14.Explain in a footnote if the previous years/quarter's figures are different from that reported in prior reports.
15.If the columns are insufficient for reporting additional utility departments, supply the appropriate account titles report the information in a footnote to this schedule.
Tide of Account Reference Total Total Current Three Prior Three
Page Current Year to Prior Year to Date Months Ended Months Ended
Number Date Balance Balance Quarterly Only Quarterly Only
Line (a) for Quarter/Year for Quarter/Year No Fourth Quarter No Fourth Quarter
No. (b) (c) (d) (e) (I
1 UTILITY OPERATING INCOME
2 Gas Operating Revenues (400) 300-301 364,869,095 357,322,140 0 0
3 Operating Expenses ME
4 Operation Expenses (401) 317-325 32,532,096 32,060,815 0 0
5 Maintenance Expenses (402) 317-325 1,020,069 999,964 0 0
6 Depreciation Expense (403) 336-338 68,061,918 0 0
7 Depreciation Expense for Asset Retrement Costs (403.1) 336-338 0 0 0 0
8 Amortization and Depletion of Utility Plant (404-405) 336-338 1815,288 0 0
9 Amortization of Utility Plant Acu. Adjustment (406) 336-338 0 0 0 0
It) Amort. of Prop. Losses, Unrecovered Plant and Reg. Study Costs (407.1) 0 0 0 0
11 Amortization of Conversion Expenses (407.2) 0 0 0 0
12 Regulatory Debits (407.3) 51,180,691 62,176,290 0 0
13 (Less) Regulatory Credits (407.4) 11,808,619 23,774,000 0 0
14 Taxes Other than Income Taxes (408.1) 262-263 15,663,905 16,463,204 0 0
15 Income Taxes-Federal (409.1) 262-263 43,956,400 28,160,629 0 0
16 Income Taxes-Other (409.1) 262-263 6,417,954 3,979,385 0 0
17 Provision of Deferred Income Taxes (410.1) 234-235 128,018,513 39,904,069 0 0
18 (Less) Provision for Deferred Income Taxes-Credit (411.1) 234-235 115,427,132 14,988,000 0 0
19 Investment Tax Credit Adjustment-Net (411.4) 0 0 0 0
20 (Less) Gains from Disposition of Utility Plant (411.6) 0 0 0 0
21 Losses from Disposition of Utility Plant (411.7) 0 0 0 0
22 (Less) Gains from Disposition of Allowances (411.8) 0 0 0 0
23 Losses from Disposition of Allowances (411.9) 0 0 0 0
24 Accretion Expense (411.10) 0 0 0 0
25 TOTAL Utility Operating Expenses (Total of lines 4 lhru 24) 221,431.083 215,394,908 0 0
26 Net Utility Operating Income (Total of lines 2 less 25) (Carry forward to page 116,
- line 27) 143,438,012 141,927,232 0 0
FERC FORM NO.2 (REV 06-04) Page 114
Name of Respondent
Kem River Gas Transmission Company
This Re ort Is:
2ssi on
Date of Report
(Mo, Da, Yr)
Year/Period of Report
End of 2011 /Q4
Statement of Income(continued)
Line
No.
Title of Account Reference
Page
Number
(a) (b)
Total Total
Current Year to Prior Year to Date
Date Balance Balance
for Quarter/Year for QuarterlYear
(c) (d)
Current Three
Months Ended
Quarterly Only
No Fourth Quarter
(e)
Prior Three
Months Ended
Quarterly Only
No Fourth Quarter
(f)
27 Net Utility Operating Income (Carded forward from page 114) 143,438,0121 141,927,232 01 0
28
29
OTHER INCOME AND DEDUCTIONS
Other Income
30 Nonutility Operating Income
31 Revenues form Merchandising, Jobbing and Contract Work (415) 0' O 0' 01
32 (Less) Costs and Expense of Merchandising, Job & Contract Work (416) 0 0 0 0
33 Revenues from Nonutility Operations (417) 0 0 0 0
34 (Less) Expenses of Nonutility, Operations (417.1) 0 0 0 0
35 Nonoperating Rental Income (418) 0 0 0 0
36 Equity in Earnings of Subsidiary Companies (418.1) 119 0 0 0 0
37 Interest and Dividend Income (419) 14,438 20,140 0 0
38 Allowance for Other Funds Used During Construction (419.1) 8,639,627 3,324,776 0 0
39 Miscellaneous Nonoperating Income (421) 2,311 75,353 0 0
40 Gain on Disposition of Property (421.1) 01 0 0 0
41 TOTAL Other Income (Total of lines 31 thru 40) 8,656,376 3,420,269 0
42 10ther Income Deductions i
43 Loss on Disposition of Property (421.2) 0 0 0 0
44 Miscellaneous Amortization (425) 0 0 0 0
45 Donations (426.1) 340 66,100 48,354 0 0
46 Life Insurance (426.2) 0 0 0 0
47 Penalties (426.3) 0 0 0 0
48 Expenditures for Certain Civic, Political and Related Activities (426.4) 52,181 0 01 0
49 Other Deductions (426.5) 6,903 ( 1,500) 01 0
50 TOTAL Other Income Deductions (Total of lines 43 thru 49) 340 125,184 46,8541 01 0
51 Taxes Applic. to Other Income and Deductions
52 Taxes Other than Income Taxes (408.2) 262-263 0 0 0 0
53 Income Taxes-Federal (409.2) 262.263 ( 18,000 16,000 0 0
54 Income Taxes-Other (409.2) 262-263 ( 2,000 2,000 0 0
55 Provision for Deferred Income Taxes (410.2) 234.235 3,298,000 1,261,000 0 0
56 (Less) Provision for Deferred Income Taxes-Credit (411.2) 234-235 22,000 0 0 0
57 Investment Tax Credit Adjustments-Net (411.5) 01 01 01 0
56 (Less) Investment Tax Credits (420) 01 0 0 0
59 TOTAL Taxes on Other Income and Deductions (Total of lines 52-58) 3,256,000 1,279,000 0 0
60 Net Other Income and Deductions (Total of lines 41,50,59) 5,275,1921 2,094,4151 0 0
61
62 Interest on Long-Term Debt (427)
INTEREST CHARGES
41,654,980 46,038,356 0 0
63 Amortization of Debt Disc, and Expense (428) 258-259 3,143,120 3,461,198 0 0
64 Amortization of Loss on Reacquired Debt (428.1) 0 0 0 0
65 (Less) Amortization of Premium on Debt-Credit (429) 258-259 0 0 0 0
66 (Less) Amortization of Gain on Reacquired Debt-Credit (429.1) 0 0 0 0
67 Interest on Debt to Associated Companies (430) 340 0 0 0 0
68 Other Interest Expense (431) 340 954,910 1,135,783 0 0
69 (Less) Allowance for Borrowed Funds Used During Construction-Credit (432) 5,255,458 2,765,982 0 0
70 Net Interest Charges (Total of lines 62 thru 69) 40,497,552 47,869,355 0 0
71 Income Before Extraordinary Items (Total of lines 27,60 and 70) 108,215,652 96,152,292 0 0
72
73
EXTRAORDINARY ITEMS
Extraordinary Income (434) 0 0 0 0
74 (Less) Extraordinary Deductions (435) 0 0 0 0
75 Net Extraordinary Items (Total of line 73 less line 74) 0 0 0 0
76 Income Taxes-Federal and Other (409.3) 262-263 0 0 0 0
77 Extraordinary Items after Taxes (Total of line 75 less line 76) 0 0 0 0
78 Net Income (Total of lines 71 and 77) 108,215,65 96,152,292 01 0
FERC FORM NO 2 (REV 06-04) Page 116
MEHC Insurance Services Ltd.
Affiliated Transactions
For the Year Ended December 31, 2011
Account Description
Captive property insurance premiums expense
Captive liability insurance premiums expense
Total
PacifiCorp Received
Services (a)
$ 1,195,867
340,311
S 1.536.178
PacifiCorp Provided
Services
$
Basis of pricing (b) N/A
Cost of service (c) N/A
The margin of charges over costs (c) N/A
Assets allocable to the services None N/A
The overall rate of return on assets None N/A
(a)PacifiCorp received services represent prepaid amounts amortized to expense during the year ended December 31, 2011. At December 31, 2011, PacifiCorp had claims receivable of
$5,536,560, reflecting $8,945,768 of claims made and $15,820,760 of payments received during the year ended December 31, 2011. The policy coverage period expired on March 20, 2011 and
will not be renewed.
(b)Premium amounts were 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 were capped during the term of the insurance policy coverage period.
(c)Refer to financial statements.
The MEHC Insurance Services Ltd. financial statements are confidential and provided under separate cover.
CalEnergy Generation Operating Company
Affiliated Transactions
For the Year Ended December 31, 2011
Account Description
Legal, insurance and risk management, information technology support and
other administrative support services
Total
PacifiCorp Received PacifiCorp Provided
Services Services
133.593
133.593
Basis of pricing N/A (a)
Cost of service N/A (a)
The margin of charges over costs N/A None
Assets allocable to the services N/A None
The overall rate of return on assets N/A None
(a) Services were performed pursuant to the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based
on allocation factors. The amount in the table above reflects the cost of the services.
Refer to the financial statements of MEHC, the parent company of CalEnergy Generation Operating Company.
Northern Natural Gas Company
Affiliated Transactions
For the Year Ended December 31, 2011
PacifiCorp Received PacifiCorp Provided
Account Description Services Services
Information technology support, insurance and risk management and other
administrative support services - $ 191,604
Total - S 191,604
Basis of pricing N/A (a)
Cost of service N/A (a)
The margin of charges over costs N/A None
Assets allocable to the services N/A None
The overall rate of return on assets N/A None
(a) Services were performed pursuant to the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based
on allocation factors. The amount in the table above reflects the cost of the services.
Name of Respondent
Northern Natural Gas Company
This Report Is:
(2) []A esubmission
Date of Report
(Mo, Da, Yr)
Year/Period of Report
End of 2011 /Q4
- Comparative Balance Sheet (Assets and OtherDebits)
Line
No.
-
Title of Account
(a)
Reference
Page Number
(b)
Current Year End of
Quarter/Year Balance
(c)
Prior Year
End Balance
12/31
(d)
I UTILITY PLANT
2 Utility Plant (101-1 06, 114) 200-201 3,337,995,599 3,332,876,290
3 Construction Work in Progress (107) 200-201 9,533,862 16,956,918
4 TOTAL Utility Plant (Total of lines 2 and 3) 200-201 3,347,529,461 3,349,833,208
5 (Less) Accum. Provision for Depr., Amort., DepI. (108, 111, 115) 1,192,560,023 1,231,104,888
6 Net Utility Plant (Total of line 4 less 5) 2,154,969,438 2,118,728,320
7 Nuclear Fuel (120.1 thru 120.4, and 120.6) 0 0
8 (Less) Accum. Provision for Amort., of Nuclear Fuel Assemblies (120.5) 0 0
9 Nuclear Fuel (Total of line 7 less 8) 0 0
10 Net Utility Plant (Total of lines 6 and 9) 2,154,969,438 2,118,728,320
11 Utility Plant Adjustments (116) 122 0 0
12 Gas Stored-Base Gas (117.1) 220 27,903,863 27,903,863
13 System Balancing Gas (117.2) 220 41,21,532 41,211,532
14 Gas Stored in Reservoirs and Pipelines-Noncurrent (117.3) 220 0 0
15 Gas Owed to System Gas (117.4) 220 ( 207,581) ( 3,741,134)
16 OTHER PROPERTY AND INVESTMENTS
11 Nonutility Property (121) 0 0
18 (Less) Accum. Provision for Depreciation and Amortization (122) 0 0
19 Investments in Associated Companies (123) 222-223 0 0
20 Investments in Subsidiary Companies (123.1) 224-225 0 0
21 (For Cost of Account 123.1 See Footnote Page 224, line 40)
22 Noncurrent Portion of Allowances 0 0
23 Other Investments (124) 222-223 0 0
24 Sinking Funds (125) 0 0
25 Depreciation Fund (126) 0 0
26 Amortization Fund - Federal (127) 0 0
27 Other Special Funds (128) 28,831,292 22,161,688
28 Long-Term Portion of Derivative Assets (175) 0 0
29 Long-Term Portion of Derivative Assets - Hedges (176) 0 0
30 TOTAL Other Property and Investments (Total of lines 17-20, 22-29) 28,831,292 22,161,688
31 CURRENT AND ACCRUED ASSETS
32 Cash (13 1) 10,890,758 ( 2,748,858)
33 Special Deposits (132-134) 2,090,720 2,433,653
34 Working Funds (135) 24,534 24,650
35 Temporary Cash Investments (136) 222-223 50,000,240 73,363,294
36 Notes Receivable (141) 0 0
37 Customer Accounts Receivable (142) 60,017,312 66,293,962
38 Other Accounts Receivable (143) 3,313,926 320,639
39 (Less) Accum. Provision for Uncollectible Accounts - Credit (144) 0 0
40 Notes Receivable from Associated Companies (145) 230,000,000 150,000,000
41 Accounts Receivable from Associated Companies (146) 7,429,914 7,472,725
42 Fuel Stock (151) 0 0
43 Fuel Stock Expenses Undistributed (152) 0 0
FERC FORM NO. 2 (REV 06-04) Page 110
Name of Respondent
Northern Natural Gas Company
This R ort Is: e
(2)
Date of Report
(Mo, Da, Yr)
I
Year/Period of Report
End of 2011/Q4
- Comparative Balance Sheet (Assets and Other_Debits)(continued)
Line
No.
-
Title of Account
(a)
Reference
Page Number
(b)
Current Year End of
Quarter/Year Balance
(c)
Prior Year
End Balance
12/31
(d)
44 Residuals (Elec) and Extracted Products (Gas) (153) 0 0
45 j Plant Materials and Operating Supplies (154) 24,401,956 22,357,868
46 Merchandise (155) 0 0
47 Other Materials and Supplies (156) 0 0
48 Nuclear Materials Held for Sale (157) 0 0
49 Allowances (158.1 and 158.2) 0 0
50 (Less) Noncurrent Portion of Allowances 0 0
51 Stores Expense Undistributed (163) 0 0
52 Gas Stored Underground-Current (164.1) 220 0 1,561,916
53 Liquefied Natural Gas Stored and Held for Processing (164.2 thru 164.3) 220 0 0
54 Prepayments (165) 230 5,589,173 14,239,619
55 Advances for Gas (166 thru 167) 0 0
56 Interest and Dividends Receivable (171) 0 100,274
57 Rents Receivable (172) 0 0
58 Accrued Utility Revenues (173) 0 0
59 Miscellaneous Current and Accrued Assets (174) 12,452,098 53,995,959
60 Derivative Instrument Assets (175) 1,104,893 48,409
61 (Less) Long-Term Portion of Derivative Instrument Assets (175) 0 0
62 Derivative Instrument Assets - Hedges (176) 1,333,514 0
63 (Less) Long-Term Portion of Derivative Instrument Assests - Hedges (176) 0 0
64 TOTAL Current and Accrued Assets (Total of lines 32 thru 63) 408,649,038 389,464,110
65 DEFERRED DEBITS
66 Unamortized Debt Expense (181) 4,591,171 3,922,496
67 Extraordinary Property Losses (182.1) 230 0 0
68 Unrecovered Plant and Regulatory Study Costs (182.2) 230 0 0
69 Other Regulatory Assets (182.3) 232 142,459,731 146,576,050
70 Preliminary Survey and Investigation Charges (Electric)(183) 0 0
71 Preliminary Survey and Investigation Charges (Gas)(1 83.1 and 183.2) 103,498 0
72 Clearing Accounts (184) 0 0
73 Temporary Facilities (185) 0 0
74 Miscellaneous Deferred Debits (186) 233 5,012,045 6,538,465
75 Deferred Losses from Disposition of Utility Plant (187) 0 0
76 Research, Development, and Demonstration Expend. (188) 0 0
77 Unamortized Loss on Reacquired Debt (1 89) 0 0
78 Accumulated Deferred Income Taxes (190) 234-235 255,510,325 291,492,595
79 Unrecovered Purchased Gas Costs (191) 0 0
80 TOTAL Deferred Debits (Total of lines 66 thru 79) 407,676,770 448,529,606
81 TOTAL Assets and Other Debits (Total of lines 10-15,30,64,and 80) 3,069,034,352 3,044,257,985
FERC FORM NO. 2 (REV 06-04) Page 111
Name of Respondent
Northern Natural Gas Company
This Report Is:
(1) JXJAnOriginal
Date of Report
(Mo, Da, Yr)
Year/Period of Report
End of 2011/Q4
Comparative Balance Sheet (Liabilities - and Other Credits)
Line
No.
-
Title of Account
(a)
Reference
Page Number
(b)
Current Year
End of
Quarter/Year
Balance
Prior Year
End Balance
12131
(d)
I PROPRIETARY CAPITAL
2 Common Stock Issued (201) 250-251 1,002 1,002
3 Preferred Stock Issued (204) 250-251 0 0
4 Capital Stock Subscribed (202, 205) 252 0 0
5 Stock Liability for Conversion (203, 206) 252 0 0
6 Premium on Capital Stock (207) 252 0 0
7 Other Paid-In Capital (208-211) 253 981,867,972 981,867,972
8 Installments Received on Capital Stock (212) 252 0 0
9 (Less) Discount on Capital Stock (213) 254 0 0
10 (Less) Capital Stock Expense (214) 254 0 0
11 Retained Earnings (215, 215.1, 216) 118-119 294,132,010 232,978,353
12 Unappropriated Undistributed Subsidiary Earnings (216.1) 118-119 0 0
13 (Less) Reacquired Capital Stock (217) 250-251 0 0
14 Accumulated Other Comprehensive Income (219) 117 ( 1,595,847) ( 742,993)
15 TOTAL Proprietary Capital (Total of lines 2 thru 14) 1,274,405,137 1,214,104,334
16 LONG TERM DEBT
17 Bonds (221) 256-257 150,000,000 150,000,000
18 (Less) Reacquired Bonds (222) 256-257 0 0
19 Advances from Associated Companies (223) 256-257 0 0
20 Other Long-Term Debt (224) 256-257 800,000,000 850,000,000
21 Unamortized Premium on Long-Term Debt (225) 258-259 0 0
22 (Less) Unamortized Discount on Long-Term Debt-Dr (226) 258-259 270,588 299,841
23 (Less) Current Portion of Long-Term Debt 299,955,414 250,000,000
24 TOTAL Long-Term Debt (Total of lines 17 thru 23) 649,773,998 749,700,159
25 OTHER NONCURRENT LIABILITIES
26 Obligations Under Capital Leases-Noncurrent (227) 0 0
27 Accumulated Provision for Property Insurance (228.1) 0 0
28 Accumulated Provision for Injuries and Damages (228.2) 455,262 19,669
29 Accumulated Provision for Pensions and Benefits (228.3) 5,119,303 2,585,795
30 Accumulated Miscellaneous Operating Provisions (228.4) 0 0
31 Accumulated Provision for Rate Refunds (229) 0 0
FERC FORM NO. 2 (REV 06-04) Page 112
Name of Respondent
Northern Natural Gas Company
This Report Is:
(1)MAn Original
(2)E]A Resubmission
Date of Report
(Mo, Da, Yr) I Year/Period of Report
End of 2011/Q4
Comparative Balance Sheet (Liabilities and Other Credits)(continued) -
Line
No.
-
Title of Account
(a)
Reference
Page Number
(b)
Current Year
End of
Quarter/Year
Balance
Prior Year
End Balance
12/31
(d)
32 Long-Term Portion of Derivative Instrument Liabilities 0 0
33 j Long-Term Portion of Derivative Instrument Liabilities - Hedges 0 j 0
34 Asset Retirement Obligations (230) 49,600,617 60,966,274
35 TOTAL Other Noncurrent Liabilities (Total of lines 26 thru 34) 55,175,182 63,571,738
36 CURRENT AND ACCRUED LIABILITIES
37 Current Portion of Long-Term Debt 299,955,414 250,000,000
38 Notes Payable (231) 0 0
39 Accounts Payable (232) 15,661,528 18,112,978
40 Notes Payable to Associated Companies (233) 0 0
41 Accounts Payable to Associated Companies (234) 2,624,945 1,231,518
42 Customer Deposits (235) 15,680,575 9,494,971
43 Taxes Accrued (236) 262-263 43,958,617 44,960,823
44 Interest Accrued (237) 12,665,749 13,541,446
45 Dividends Declared (238) 0 0
46 Matured Long-Term Debt (239) 0 0
47 Matured Interest (240) 0 0
48 Tax Collections Payable (241) 829,487 796,468
49 Miscellaneous Current and Accrued Liabilities (242) 268 18,227,338 60,768,890
50 Obligations Under Capital Leases-Current (243) 0 0
51 Derivative Instrument Liabilities (244) 53,644 3,480,632
52 (Less) Long-Tern, Portion of Derivative Instrument Liabilities 0 0
53 Derivative Instrument Liabilities - Hedges (245) 69,096,847 63,894,503
54 (Less) Long-Term Portion of Derivative Instrument Liabilities - Hedges 0 0
55 TOTAL Current and Accrued Liabilities (Total of lines 37 thru 54) 478,754,144 466,282,229
56 DEFERRED CREDITS
57 Customer Advances for Construction (252) 1,343,387 600,579
58 Accumulated Deferred Investment Tax Credits (255) 0 0
59 Deferred Gains from Disposition of Utility Plant (256) 0 0
60 Other Deferred Credits (253) 269 1,226,389 1,385,731
61 Other Regulatory Liabilities (254) 278 17,595,364 23,277,783
62 Unamortized Gain on Reacquired Debt (257) 260 0 0
63 Accumulated Deferred Income Taxes - Accelerated Amortization (281) 0 0
64 Accumulated Deferred Income Taxes - Other Property (282) 529,362,108 468,072,290
65 Accumulated Deferred Income Taxes - Other (283) 61,398,643 57,263,142
66 TOTAL Deferred Credits (Total of lines 57 thru 65) 610,925,891 550,599,525
67 TOTAL Liabilities and Other Credits (Total of lines 15,24,35,55,and 66) 3,069,034,352 3,044,257,985
FERC FORM NO. 2 (REV 06-04) Page 113
Name of Respondent This Report Is: Date of Report Year/Period of Report
Northern Natural Gas Company (Mo, Da,
End of 201 1 /Q4 flAResubmission
Statement of Income
Quarterly
1.Enter in column (d) the balance for the reporting quarter and in column (e) the balance for the same three month period for the prior year.
2.Report in column (f) the quarter to date amounts for electric utility function; in column (h) the quarter to date amounts for gas utility, and in (j) the quarter to date amounts for
other utility function for the current year quarter.
3.Report in column (g) the quarter to date amounts for electric utility function; in column (i) the quarter to date amounts for gas utility, and in (k) the quarter to date amounts for
other utility function for the prior year quarter.
4.If additional columns are needed place them in a footnote.
Annual or Quarterly, if applicable
5.Do not report fourth quarter data in columns (e) and (f)
6.Report amounts for accounts 412 and 413. Revenues and Expenses from Utility Plant Leased to Others, in another utility columnin a similar manner to a utility department.
Spread the amount(s) over lines 2 thru 26 as appropriate. Include these amounts in columns (c) and (d) totals.
7.Report amounts in account 414, Other Utility Operating Income, in the same manner as accounts 412 and 413 above.
8.Report data for lines 8, 10 and 11 for Natural Gas companies using accounts 404.1, 404.2, 404.3, 407.1 and 407.2.
9.Use page 122 for important notes regarding the statement of income for any account thereof.
10.Give concise explanations concerning unsettled rate proceedings where a contingency exists such that refunds of a material amount may need to be made to the utility's
customers or which may result in material refund to the utility with respect to power or gas purchases. State for each year effected the gross revenues or costs to which the
contingency relates and the tax effects together with an explanation of the major factors which affect the rights of the utility to retain such revenues or recover amounts paid
with respect to power or gas purchases.
11 Give concise explanations concerning significant amounts of any refunds made or received during the year resulting from settlement of any rate proceeding affecting
revenues received or costs incurred for power or gas purches, and a summary of the adjustments made to balance sheet, income, and expense accounts.
12.If any notes appearing in the report to stokholders are applicable to the Statement of Income, such notes may be included at page 122.
13.Enter on page 122 a concise explanation of only those changes in accounting mehods made during the year which had an effect on net income, including the basis of
allocations and apportionments from those used in the preceding year. Also, give the appropriate dollar effect of such changes.
14.Explain in a footnote if the previous year's/quarter's figures are different from that reported in prior reports.
15.If the columns are insufficient for reporting additional utility departments, supply the appropriate account titles report the information in a footnote to this schedule.
Title of Account Reference Total Total Current Three Prior Three
Page Current Year to Prior Year to Date Months Ended Months Ended
Number Date Balance Balance Quarterly Only Quarterly Only
Line (a) for Quarter/Year for Quarter/Year No Fourth Quarter No Fourth Quarter
(b) (c) (d) (e) ( No.
1 UTILITY OPERATING INCOME
2 Gas Operating Revenues (400) 300-301 617,133,8471 631,958,617 0 0
3 Operating Expenses
4 Operation Expenses (401) 317-325 183,520,004 181,330,185 0 0
5 Maintenance Expenses (402) 317-325 43,806,942 48,385,320 0 0
6 Depreciation Expense (403) 336-338 56,399,248 53,453,375 0 0
7 Depreciation Expense for Asset Retirement Costa (403.1) 336-338 0 0 0 0
8 Amortization and Depletion of Utility Plant (404-405) 336-338 6,981,968 6,648,265 0 0
9 Amortization of Utility Plant Acu. Adjustment (406) 336-338 0 0 0 0
10 Amort. of Prop. Losses, Unrecovered Plant and Reg. Study Costs (407.1) 0 0 0 0
11 Amortization of Conversion Expenses (407.2) 0 0 0 0
12 Regulatory Debits (407.3) 7,863,638 9,400,907 0 0
'13 (Less) Regulatory Credits (407.4) 0 0 0 0
14 Taxes Other than Income Taxes (408.1) 262-263 49,883,161 53,932,462 0 0
15 Income Taxes-Federal (409.1) 262-263 9,885,892 19,870,180 0 0
16 Income Taxes-Other (409.1) 262-263 6,516,154 7,943,930 0 0
17 Provision of Deferred Income Taxes (410.1) 234-235 99,175,706 95,668,902 0 0
18 (Less) Provision for Deferred Income Taxes-Credit (411.1) 234-235 27,386,493 30,982,729 0 0
19 Investment Tax Credit Adjustment-Net (411.4) 0 0 0 0
20 (Less) Gains from Disposition of Utility Plant (411.6) 0 0 0 0
21 Losses from Disposition of Utility Plant (411.7) 0 0 0 0
2_ (Less) Gains from Disposition of Allowances (411.8) 0 0 0 0
3 Losses from Disposition of Allowances (411.9) 0 0 0 0
4 Accretion Expense (411.10) 0 0 0 0
5 TOTAL Utility Operating Expenses (Total of lines 4 thru 24) 436,646,220 445,650,797 0 0
26 Net Utility Operating Income (Total of lines 2 less 25) (Carry forward to page 116,
- ins 27) 180,487,627 186,307,820 0 0
FERC FORM NO. 2 (REV 06-04) Page 114
Name of Respondent
Northern Natural Gas Company
This Report Is:
(2) 0A Resubmission
Date of Report
(Mo, Da, Yr)
Year/Period of Report
End of 2011 /Q4
- Statement of Income(continued)
Line
No.
Title of Account Reference
Page
Number
(a) (b)
Total Total
Current Year to Prior Year to Date
Date Balance Balance
for Quarter/Year for Quarter/Year
(c) (d)
Current Three
Months Ended
Quarterly Only
No Fourth Quarter
(e)
Prior Three
Months Ended
Quarterly Only
No Fourth Quarter
(f)
27 Net Utility Operating Income (Carried forward from page 114) 180,487,6271 186,307,820 1 01 0
28
29
OTHER INCOME AND DEDUCTIONS
Other Income
30
31
Nonutility Operating Income
Revenues form Merchandising, Jobbing and Contract Work (415) 01 0 0 0
32 (Less) Costa and Expense of Merchandising, Job & Contract Work (416) 0 37,592 0 0
33 Revenues from Nonutility Operations (417) 0 0 0 0
34 (Less) Expenses of Nonuthity Operations (417.1) 0 0 0 0
35 Nonoperating Rental Income (418) 0 0 0 0
36 Equity in Earnings of Subsidiary Companies (418.1) 119 0 0 0 0
37 Interest and Dividend Income (419) 1,816,573 4,022,286 0 0
38 Allowance for Other Funds Used During Construction (419.1) 954,977 1,921,279 0 0
39 Miscellaneous Nonoperating Income (421) 1,383,350 9,291,467 0 0
40 Gain on Disposition of Property (421.1) 1,217,092 35,167 0 0
41 TOTAL Other Income (Total of lines 31 thru 40) 5,37199 15,232,607 01
42 Other Income Deductions i 43 Loss on Disposition of Property (421.2) 2,361 ( 158,537) 0 0
44 Miscellaneous Amortization (425) 0 0 0 0
45 Donations (426.1) 340 368,065 284,592 0 0
46 Life Insurance (426.2) 0 0 0 0
47 Penalties (426.3) 0 429 0 0
48 Expenditures for Certain Civic, Political and Related Activities (426.4) 169,785 333,9931 01 0
49 Other Deductions (426.5) 868,732 11,063,937 0 0
50 TOTAL Other Income Deductions (Total of lines 43 thru 49) 340 1,408,9431 11,524,414 01 0
51 Taxes Applic. to Other Income and Deductions
52 Taxes Other than Income Taxes (408.2) 262-263 0 1 0 0 0
53 Income Taxes-Federal (409.2) 262-263 ( 24,217,137) ( 19,885,708) 0 0
54 Income Taxes-Other (409.2) 262-263 ( 5,979,762) ( 5,413,320) 0 0
55 Provision for Deferred Income Taxes (410.2) 234-235 29,282,272 50,717,347 0 0
56 (Less) Provision for Deferred Income Taxes-Credit (411.2) 234-235 0 23,672,826 0 0
57 Investment Tax Credit Adjustments-Net (411.5) 01 0 01 0
58 (Less) Investment Tax Credits (420) 01 0 01 0
59 TOTAL Taxes on Other Income and Deductions (Total of lines 52-58) ( 914,627)1 1,745,493 01 0
60 Net Other Income and Deductions (Total of lines 41,50,59) 4,877,6761 1,962,700 01 0
61
62
INTEREST CHARGES
Interest on Long-Term Debt (427) 54,668,056 58,950,000 0 0
63 Amortization of Debt Disc, and Expense (428) 258-259 894,829 869,349 0 0
64 Amortization of Loss on Reacquired Debt (428.1) 0 0 0 0
65 (Less) Amortization of Premium on Debt-Credit (429) 258-259 0 0 0 0
66 (Less) Amortization of Gain on Reacquired Debt-Credit (429.1) 0 0 0 0
67 Interest on Debt to Associated Companies (430) 340 0 0 0 0
68 Other Interest Expense (431) 340 40,542 47,647 0 0
69 (Less) Allowance for Borrowed Funds Used During Construction-Credit (432) 391,781 892,095 0 0
70 Net Interest Charges (Total of lines 62 thru 69) 55,211,646 58,974,901 0 0
71 Income Before Extraordinary Items (Total of lines 27,60 and 70) 130,153,657 129,295,619 0 0
72
73
EXTRAORDINARY ITEMS
Extraordinary Income (434) 0 0 0 0
74 (Less) Extraordinary Deductions (435) 0 0 0 0
75 Net Extraordinary Items (Total of line 73 less line 74) 0 0 0 0
76 Income Taxes-Federal and Other (409.3) 262-263 0 0 0 0
77 Extraordinary Items after Taxes (Total of line 75 less line 76) 0 0 0 0
78 1 Net Income (Total of lines 71 and 77) 130,153,6571 129,295,6191 01 0
FERC FORM NO. 2 (REV 06-04) Page 116
Midwest Capital Group, Inc.
Affiliated Transactions
For the Year Ended December 31, 2011
Account Description
Information technology support, insurance and risk management and other
administrative support services
Total
PacifiCorp Received
Services
PacifiCorp Provided
Services
1,327
1.327
Basis of pricing N/A (a)
Cost of service N/A (a)
The margin of charges over costs N/A None
Assets allocable to the services N/A None
The overall rate of return on assets N/A None
(a) Services were performed pursuant to the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based
on allocation factors. The amount in the table above reflects the cost of the services.
Refer to the financial statements of MHC Inc., the parent company of Midwest Capital Group, Inc.
MEC Construction Services Co.
Affiliated Transactions
For the Year Ended December 31, 2011
Account Description
Information technology support, insurance and risk management and other
administrative support services
Total
PacifiCorp Received
Services
$
PacifiCorp Provided
Services
196
196
Basis of pricing N/A (a)
Cost of service N/A (a)
The margin of charges over costs N/A None
Assets allocable to the services N/A None
The overall rate of return on assets N/A None
(a) Services were performed pursuant to the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached JASA. Refer to Section VII for discussion of amounts that were based
on allocation factors. The amount in the table above reflects the cost of the services.
Refer to the financial statements of MHC Inc., the parent company of MEC Construction Services Co.
MEHC Investment, Inc.
Affiliated Transactions
For the Year Ended December 31, 2011
Account Description
Information technology support, insurance and risk management and other
administrative support services
Total
PacifiCorp Received
Services
$
PacifiCorp Provided
Services
185
185
Basis of pricing N/A (a)
Cost of service N/A (a)
The margin of charges over costs N/A None
Assets allocable to the services N/A None
The overall rate of return on assets N/A None
(a) Services were performed pursuant to the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based
on allocation factors. The amount in the table above reflects the cost of the services.
Refer to the financial statements of MEHC, the parent company of MEHC Investment, Inc.
Cordova Energy Company LLC
Affiliated Transactions
For the Year Ended December 31, 2011
PacifiCorp Received PacifiCorp Provided
Account Description Services Services
Affiliate services pursuant to the IASA $ 453 $ -
Information technology support, insurance and risk management and other
administrative support services - 7,798
Total 453 $ 7.798
Basis of pricing (a) (a)
Cost of service (a) (a)
The margin of charges over costs None None
Assets allocable to the services None None
The overall rate of return on assets None None
(a) Services were performed pursuant to the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based
on allocation factors. The amounts in the table above reflect the cost of the services.
The Cordova Energy Company LLC financial statements are confidential and provided under separate cover.
Northern Powergrid Holdings Company
Affiliated Transactions
For the Year Ended December 31, 2011
PacifiCorp Received PacifiCorp Provided
Account Description Services Services
Insurance and risk management and other administrative support services 20.647
Total 20.647
Basis of pricing N/A (a)
Cost of service N/A (a)
The margin of charges over costs N/A None
Assets allocable to the services N/A None
The overall rate of return on assets N/A None
(a) Services were performed pursuant to the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached JASA. Refer to Section VII for discussion of amounts that were based
on allocation factors. The amount in the table above reflects the cost of the services. Services were performed on behalf of Northern Powergrid Holdings Company but were billed to MEHC.
Refer to the financial statements of MEHC, the parent company of Northern Powergrid Holdings Company.
CE Philippines Ltd.
Affiliated Transactions
For the Year Ended December 31, 2011
PacifiCorp Received PacifiCorp Provided
Account Description Services Services
Insurance and risk management and other administrative support services 2.817
Total 2.817
Basis of pricing N/A (a)
Cost of service N/A (a)
The margin of charges over costs N/A None
Assets allocable to the services N/A None
The overall rate of return on assets N/A None
(a) Services were performed pursuant to the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based
on allocation factors. The amount in the table above reflects the cost of the services. Services were performed on behalf of CE Philippines Ltd. but were billed to MEHC.
Refer to the financial statements of MEHC, the parent company of CE Philippines Ltd.
Iowa Realty Co., Inc.
Affiliated Transactions
For the Year Ended December 31, 2011
PacifiCorp Received PacifiCorp Provided
Account Description Services Services
Information technology support and other administrative support services - 3,647
Total - 3647
Basis of pricing N/A (a)
Cost of service N/A (a)
The margin of charges over costs N/A None
Assets allocable to the services N/A None
The overall rate of return on assets N/A None
(a) Services were performed pursuant to the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached JASA. Refer to Section VII for discussion of amounts that were based
on allocation factors. The amount in the table above reflects the cost of the services.
Refer to the financial statements of HomeServices of America, Inc., the parent company of Iowa Realty Co., Inc.
M&M Ranch Acquisition Company, LLC
Affiliated Transactions
For the Year Ended December 31, 2011
PacifiCorp Received PacifiCorp Provided
Account Description Services Services
Affiliate services pursuant to the IASA 1,340 -
Total 1.340 -
Basis of pricing (a) N/A
Cost of service (a) N/A
The margin of charges over costs None N/A
Assets allocable to the services None N/A
The overall rate of return on assets None N/A
(a) Services were performed pursuant to the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based
on allocation factors. The amount in the table above reflects the cost of the services.
Refer to the financial statements of MEHC, the parent company of M&M Ranch Acquisition Company, LLC.
Racom Corporation
Affiliated Transactions
For the Year Ended December 31, 2011
PacifiCorp Received PacifiCorp Provided
Account Description Services Services
Installation of radio equipment 981.255
Total $ 981,255
Basis of pricing (a) N/A
Cost of service (a) N/A
The margin of charges over costs (a) N/A
Assets allocable to the services (a) N/A
The overall rate of return on assets (a) N/A
(a) Racom Corporation provides goods and services to PacifiCorp in the normal course of business at standard pricing.
Racom Corporation is not a public company, and its financial statements are not available.
PPW Holdings LLC
Intercompany Transactions
For the Year Ended December 31, 2011
PacifiCorp Received PacifiCorp Provided
Account Description Services Services
N/A
Total
Basis of pricing (a)
Cost of service (a)
The margin of charges over costs N/A
Assets allocable to the services N/A
The overall rate of return on assets N/A
(a) For information regarding income-tax related transactions between PacifiCorp and PPW Holdings LLC, refer to Section V
(a)
(a)
N/A
N/A
N/A
PPW HOLDINGS LLC
BALANCE SHEET
December 31, 2011
(Amounts in thousands)
ASSETS
Current assets:
Accounts receivable, net
Income taxes receivable
Deferred income taxes
Total current assets
Property, plant and equipment, net
Investment in subsidiaries
Goodwill
Other assets
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
Current portion of long-term debt and capital lease obligations
Total current liabilities
Long-term debt and capital lease obligations
Deferred income taxes
Other long-term liabilities
Total liabilities
Equity:
Common stock
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income, net
Total equity
Total liabilities and equity
$ 3,296
256
(18)
3,534
86,942
7,280,222
1,126,642
43,772
$ 8,541,112
$ 20
14,428
14,448
72,514
2,101
(28)
89,035
6,217,086
2,230,644
4,347
8,452,077
$ 8,541,112
PPW HOLDINGS LLC
STATEMENT OF OPERATIONS
For the Year Ended December 31, 2011
(Amounts in thousands)
Operating revenue $ -
Operating costs and expenses:
Energy costs (27,051)
Operations and maintenance (327)
Depreciation and amortization 12,347
Total operating costs and expenses (15,031)
Operating income 15,031
Other income (expense):
Interest expense (14,704)
Interest income 2,826
Other 554,806
Total other income (expense) 542,928
Income before income tax expense 557,959
Income tax expense 2,330
Net income 555,629
Net income attributable to noncontrolling interests 2,050
Net income attributable to PPW Holdings LLC $ 553,579
PacifiCorp Foundation
Affiliated Transactions
For the Year Ended December 31, 2011
PacifiCorp Received PacifiCorp Provided
Account Description Services Services
Administrative support services $ 230,850
Total $ 230.850
Basis of pricing N/A (a)
Cost of service N/A (a)
The margin of charges over costs N/A None
Assets allocable to the services N/A None
The overall rate of return on assets N/A None
(a) Costs incurred by PacifiCorp on behalf of affiliates are charged at direct cost. Labor is charged at PacifiCorp's fully loaded cost plus administrative and general expense
Excluded from the table are services provided by MEC to PacifiCorp Foundation in the amount of $580.
PacifiCorp Foundation
Statement of Financial Position
(in dollars)
(Unaudited - Internal Use Only)
12/31/2011
Assets:
Cash $ 49,437
Restricted investments:
Cash and cash equivalents 320,104
Dividend receivable 7,523
Tax receivable 878
State Street investments 36,268,656
Total restricted investments 36,597,160
Total assets 36,646,598
Liabilities:
Accounts payable 17,978
Grants payable 400,000
Total liabilities 417,978
Net assets $ 36,228,620
1
PacifiCorp Foundation
Statement of Income and Changes in Net Assets
For the Year Ended December 31, 2011
(in dollars)
(Unaudited - Internal Use Only)
Year-to-Date
Revenue and contributions:
Deposits - tax/bank refunds $ 70
Interest income 185
Dividends 682.488
Realized gain/(loss) on sale of investment 583,832
Unrealized gain/(loss) on investment (2,616,616)
Capital gains on partnership investments 344,203
Miscellaneous income: security litigation income 308
Total revenues/(losses) and contributions (1,005,529)
Expenses:
Grants:
Health, welfare and social services 254,600
Education 295,400
Culture and arts 142,500
Civic and community betterment 139,000
Giving campaign match 300,000
Matching gift program 109,700
Small community capital projects 190,000
Rocky Mountain Power Foundation special grants 35,000
Pacific Power Foundation special grants 34,000
Global Days of Service 80,000
Grants approved for future periods 400,000
Total grants 1,980,200
Administrative expenses 248,710
Investment management fees 75,106
Taxes 33.242
Bank fees 2,129
Total expenses 2,339,387
Net assets increase (decrease) (3,344.916)
Net assets beginning of period 39,573.536
Net assets end of period $ 36,228,620
Energy West Mining Company
Intercompany Transactions
For the Year Ended December 31, 2011
Account Description
PacifiCorp Received PacifiCorp Provided
Services Services
Coal mining services $ 80,202,938
$
Information technology support services 337.787
Total $ 80.202.938 S 337.787
Basis of pricing (a) (b)
Cost of service (a) (b)
The margin of charges over costs None None
Assets allocable to the services None None
The overall rate of return on assets None None
(a)Under the terms of the coal mining agreement between PacifiCorp and Energy West, Energy West provides coal mining services to PacifiCorp that are absorbed directly by PacifiCorp. Coal
mining services are based on costs incurred to extract coal from PacifiCorp-owned coal reserves. PacifiCorp owns title to the assets used in the mining process. No profit is allowed. These
expenses are included in the cost of fuel inventory. As coal is consumed, it is charged to fuel expense at PacifiCorp.
(b)Costs incurred by PacifiCorp on behalf of subsidiaries are charged at direct cost. Labor is charged at PacifiCorp's fully loaded cost plus administrative and general expense.
The following amounts are excluded from the table above:
• Convenience payments made to vendors by PacifiCorp on behalf of, and charged to, Energy West in the amount of $284,538.
• A management fee charged by Interwest Mining to Energy West in the amount of $814,200.
• Services provided by Energy West to Bridger Coal in the amount of $149,735.
• Premium expense for an excess loss insurance policy charged by Symetra Life Insurance Company to Energy West in the amount of $24,898.
• Services provided by MEC to Energy West in the amount of $55,053.
• Medical claims administration fees charged by Wells Fargo Third Party Administrators, Inc. to Energy West in the amount of $267,029.
ENERGY WEST MINING COMPANY
BALANCE SHEET
December 31, 2011
(Amounts in thousands)
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable, net
Amounts due from affiliates
Other current assets
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
Accrued employee expenses
Accrued property and other taxes
Total liabilities
Equity:
Common stock
Additional paid-in capital
Total equity
Total liabilities and equity
$ 216
3
13,454
76
$ 13,749
$ 7,147
6,332
269
13,748
$ 13,749
Interwest Mining Company
Intercompany Transactions
For the Year Ended December 31, 2011
Account Description
Administrative support services
Financial and administrative support services
Total
PacifiCorp Received
Services
$ 922,327
922.327
PacifiCorp Provided
Services
$
752.214
$ 752.214
Basis of pricing (a) (b)
Cost of service (a) (b)
The margin of charges over costs None None
Assets allocable to the services None None
The overall rate of return on assets None None
(a)Administrative support services provided by Interwest Mining Company are based on labor, benefits and operational cost. No profit is allowed.
(b)Costs incurred by PacifiCorp on behalf of subsidiaries are charged at direct cost. Labor is charged at PacifiCorp's fully loaded cost plus administrative and general expense.
The following amounts are excluded from the table above:
• Convenience payments made to vendors by PacifiCorp on behalf of, and charged to, Interwest Mining in the amount of $635,570.
• Management fees charged by Interwest Mining to Energy West in the amount of $814,200 and to PMI in the amount of $998,400. The amount charged
to PMI was then charged by PMI to Bridger Coal Company.
• Board of directors fees and associated board meeting costs related to an Interwest Mining employee that serves on the Trapper Mining Inc. board of
directors in the amount of $3,283.
• Services provided by MEC to Interwest Mining in the amount of $29,435.
• Services provided by Interwest Mining to Fossil Rock Fuels, LLC in the amount of $45,147.
LIABILITIES AND EQUITY
Current assets:
Amounts due from affiliates
Total assets
Current liabilities:
Accounts payable
Accrued employee expenses
Accrued property and other taxes
Total liabilities
Equity:
Common stock
Additional paid-in capital
Total equity
Total liabilities and equity
$ 82
$ 82
$ 9
62
10
81
$ 82
INTERWEST MINING COMPANY
BALANCE SHEET
December 31, 2011
(Amounts in thousands)
ASSETS
Fossil Rock Fuels, LLC
Intercompany Transactions
For the Year Ended December 31, 2011
PacifiCorp Received PacifiCorp Provided
Account Description Services Services
N/A
Total
Basis of pricing N/A N/A
Cost of service N/A N/A
The margin of charges over costs N/A N/A
Assets allocable to the services N/A N/A
The overall rate of return on assets N/A N/A
During the year ended December 31, 2011, PacifiCorp made equity contributions to Fossil Rock Fuels, LLC in the amount of $20,320,000.
Excluded from the table above are services provided by Interwest Mining to Fossil Rock Fuels, LLC in the amount of $45,147. Services were provided at cost.
FOSSIL ROCK FUELS, LLC
BALANCE SHEET
December 31, 2011
(Amounts in thousands)
ASSETS
Current assets:
Cash and cash equivalents
Amounts due from affiliates
Total current assets
Property, plant and equipment, net
Total assets
$ 288
(185)
103
25,222
$ 25,325
LIABILITIES AND EQUITY
Current liabilities:
Other current liabilities
Total liabilities
Equity:
Common stock
Additional paid-in capital
Retained earnings
• Total equity
Total liabilities and equity
$ 5,006
5,006
20,320
(1)
20,319
$ 25,325
FOSSIL ROCK FUELS, LLC
STATEMENT OF OPERATIONS
For the Year Ended December 31, 2011
(Amounts in thousands)
Operating revenue $ -
Operating costs and expenses:
Operations and maintenance
Operating loss (1)
Other income (expense):
Interest expense -
Interest income -
Total other income (expense) -
Loss before income tax benefit (1)
Income tax benefit -
Net loss $ (1)
PacifiCorp Environmental Remediation Company
Intercompany Transactions
For the Year Ended December 31, 2011
PacifiCorp Received PacifiCorp Provided
Account Description Services Services
Project management and administrative services - $ 229.546
Total - $ 229.546
Basis of pricing N/A (a)
Cost of service N/A (a)
The margin of charges over costs N/A None
Assets allocable to the services N/A None
The overall rate of return on assets N/A None
(a) Costs incurred by PacifiCorp on behalf of subsidiaries are charged at direct cost. Labor is charged at PacifiCorp's fully loaded cost plus administrative and general expense.
Excluded from the table are services provided by MEHC to PacifiCorp Environmental Remediation Company in the amount of $13,892.
PACIFICORP ENVIRONMENTAL REMEDIATION COMPANY
BALANCE SHEET
December 31, 2011
(Amounts in thousands)
ASSETS
Current assets:
Cash and cash equivalents
Amounts due from affiliates
Deferred income taxes
Total assets
$ 24,209
421
2,329
$ 26,959
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
Amounts due to affiliates
Other current liabilities
Total current liabilities
Deferred income taxes
Other long-term liabilities
Total liabilities
Equity:
Common stock
Additional paid-in capital
Retained earnings
Total equity
Total liabilities and equity
$ 519
5
6,089
6,613
(992)
834
6,455
14,719
5,785
20,504
$ 26,959
Operating revenue
Operating costs and expenses:
Operations and maintenance
Operating loss
Other income (expense):
Interest expense
Interest income
Total other income (expense)
Loss before income tax benefit
Income tax benefit
Net loss
$
317
(740)
(1,057)
(609)
$ (448)
(317)
(742)
2
PACIFICORP ENVIRONMENTAL REMEDIATION COMPANY
STATEMENT OF OPERATIONS
For the Year Ended December 31, 2011
(Amounts in thousands)
Pacific Minerals, Inc.
Intercompany Transactions
For the Year Ended December 31, 2011
PacifiCorp Received PacifiCorp Provided
Account Description Services Services
N/A $ -
Total
Basis of pricing (a) (a)
Cost of service (a) (a)
The margin of charges over costs N/A N/A
Assets allocable to the services N/A N/A
The overall rate of return on assets N/A N/A
(a) Refer to Section III for information regarding loans and associated interest between PacifiCorp and PMI.
During the year ended December 31, 2011, PMI made equity contributions to Bridger Coal and Bridger Coal made equity distributions to PMI in the net amount
of $14,800,000.
Excluded from the table above are transactions between PMI and Bridger Coal, including a management fee in the amount of $998,400 charged by Interwest
Mining to PMI, which is then charged by PMI to Bridger Coal. For additional discussion of these transactions, refer to the Bridger Coal page.
PACIFIC MINERALS, INC.
BALANCE SHEET
December 31, 2011
(Amounts in thousands)
ASSETS
Current assets:
Cash and cash equivalents
Amounts due from affiliates
Total current assets
Investment in unconsolidated subsidiaries
Other assets
Total assets
$ 72
18,065
18,137
204,316
2,148
$ 224,601
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
Amounts due to affiliates
Accrued employee expenses
Accrued property and other taxes
Total current liabilities
Deferred income taxes
Total liabilities
Equity:
Common stock
Additional paid-in capital
Retained earnings
Total equity
Total liabilities and equity
$ 89
22,006
3,265
134
25,494
10,901
36,395
47,960
140,246
188,206
$ 224,601
PACIFIC MINERALS, INC.
STATEMENT OF OPERATIONS
For the Year Ended December 31, 2011
(Amounts in thousands)
Operating revenue
Operating costs and expenses:
Operations and maintenance
Taxes, other than income taxes
Total operating costs and expenses
Operating income
Other income (expense):
Interest expense
Interest income
Other
Total other income (expense)
Income before income tax expense
Income tax expense
Net income
$
(4,297)
37
(4,260)
4,260
(18)
3
18,036
18,021
22,281
8,395
$ 13,886
Bridger Coal Company
Affiliated Transactions
For the Year Ended December 31, 2011
Account Description
PacifiCorp Received PacifiCorp Provided
Services (b) Services
Coal purchases (a)
$ 111,665,723
$
Support services/materials and supplies 37,164
Information technology support and tax support services 420,803
Royalties 126,915
Total $ 111.702.887 547.718
Basis of pricing (c) (d)
Cost of service (c) (d)
The margin of charges over costs None None
Assets allocable to the services None None
The overall rate of return on assets None None
(a)Represents the cost of coal purchased by PacifiCorp from Bridger Coal during the year ended December 31, 2011.
(b)PacifiCorp received services represents PacifiCorp's 66.67% share equal to its ownership interest in Bndger Coal.
(c)Coal purchases are recorded on PacifiCorp's books at Bridger Coal's cost.
(d)Costs incurred by PacifiCorp on behalf of Bridger Coal are charged at direct cost. Labor is charged at PacifiCorp's fully loaded cost plus administrative and general expense.
The following amounts are excluded from the table above:
• Convenience payments made to vendors by PacifiCorp on behalf of, and charged to, Bridger Coal in the amount of $155,353.
• A management fee in the amount of $998,400 that was charged by Interwest Mining to PMI, and then charged by PMI to Bridger Coal.
• Services performed by Energy West for Bridger Coal in the amount of $149,735.
• Services provided by MEC to Bridger Coal in the amount of $68,549.
• Employee services provided by PMI to Bridger Coal. PMI is the entity that employs the individuals that work for Bridger Coal and PMI charges Bridger
Coal for these employees' services, including labor, pensions and benefits costs. Bridger Coal then charges PacifiCorp for its 66.67% share of this
payroll expense as part of the coal purchases shown in the table above.
N GL BOOK Date: 04-3314-12 16:54:14
BCC Balance Sheet SAP VERSION page: 1
Current Period: DEC-11
2011 2010
Currency: ODD
No specific CO requested
CONSENT ASSETS
Cash and Temp Investments
Accounts Receivable Trade
Accounts Receivable Interco
Coal Inventory
Materials and Supplies Inventory
Total Current Assets
PROPERTY, PLANT AND EQUIPMENT
Land
Land Improvements
Nine Developement
Buildings and Improvements
Capitalized Interest
Haul Roads
Mining Equipment
Vehicles
Office Furniture & Equip
Computer H & S
Other Equipment
Mineral Rights
ARO
Non-Utility Property
Total Property, Plant and Equipment
Lens Accumulated Depreciation/Depletion
Construction In Progress
Net Property, Plant and Equipment
OTHER NON-CURRENT ASSETS
Deferred Longwell
Reclamation Trust Fund
Total Other Non-Current Assets
TOTAL - ASSETS
6,219,226 (1,249,249)
9,366,167 6,136,430
26,553,994 16,206,204
45,778,098 22,630,962
15,728,090 15,102,675
103,643,576 60,027,022
6 1 211 6,211
12,200,113 12,102,426
17,478,303 17,100,337
42,565,642 37,365,422
410,400 410,400
10,390,973 15,390,873
189,382,312 185,910,919
120,190,867 127,327,831
399,665 378,731
2,627,906 5,009,979
11,907,574 9,666,791
14,025,624 14,025,624
76,995,622 69,220,156
176,074 176,074
511,757,284 494,093,775
255,430,500 238,025,593
14,944,210 11,054,260
271,270,995 267,118,442
1,878,644 1,653,162
80,012,058 85,532,413
81,690,702 57,195,575
430,807,272 415,131,039
N IL BOOK
3CC Balance Sheet SAP VERSION
Current Period: DEC-11
Currency: CEO
No specific CO requested
2011
CURRENT LIABILITIES
Accounts Payable- Trade 13,388,090
Accounts Payable - Interco 2,719,370
Accrued Royalties 2,557,408
Accrued Payroll 112,290
Accrued Production Taxes 7,805,317
Accrued Property and Sales Tax 047,314
Total Current Liabilities 27,429,990
LONG-TERM LIABILITIES
Accrued Ore Jan 1988 Reclamation 0
Accrued Post Jan 1998 Reclamation 0
Earnings on Reclamation Trust Fund 31,737,905
ARO Regulatory Liability Unrealized GA (1,057,362)
ARO Regulatory Liability 13,884,691
ARO Liability 71,625,695
Production Taxes 6,697,010
Coal Lease Bonus 0
Total Long-Term Liabilities 122,903,018
Total Liabilities 150,333,018
JOINT VENTURE CAPITAL
Pacific l4inerala, Inc. 204,316,176
Idaho Energy Resources 102,158,088
Total Joint Venture Capital 306,474,264
TOTRI, - LIABILITIES/CAPITAL 456,807,272
Date: 04-JAN-12 16:54:14
Page: 2
2010
10,998,791
3,071,223
1,653,738
0
9,350,860
767,207
25,841,819
0
0
38,065,385
2,216,080
14,216,272
59,722,265
3,584,911
117,904,913
143,646,731
180,989,538
90,494,769
271,484,308
415,131,039
N GL 80079
Brider Coal Company Statement Of Income
Current Period. 080-12
Currency. 090
CO-03 (13ridger Coal Company)
One Month Ended Year to Date
DEC-11 DEC-10 DEC-11 DEC-10
REVENUE;
Coal Sales 07,603,839 24,273,897 194,658,181 226,954,976
Interest Revenue 0 0 0 9
Other Revenue (17,769) 0 (207,255) (227,779)
Total Revenue 27,586,070 24,213,897 194,459,926 226,727,197
EXPENSES:
Overburden Removal 2,275,201 323,950 21,342,021 20,947,319
Reclamation 509,864 528,925 5,540,894 5,655,732
Coal Production - Surface 1,255,606 465,604 11,716,158 14,310,967
Coal Production Underground 13,269,599 10,125,752 61,878,129 80,152,302
Other Cost of Mining 363,412 319,272 3,377,177 4,123,018
Depreciation & Amortisation 2,379,638 2,326,174 27,417,998 27,414,162
Royalties 2,246,811 2,053,045 16,482,508 19,415,307
Taxes 2,200,227 2,278,080 18,582,684 19,711,814
Administrative 83,200 85,000 998,400 1,074,000
Interest 0 0 0 0
Total Expenses 24,603,558 18,511,801 167,395,969 192,884,940
NET INCOME 2,982,512 5,762,096 27,054,957 33,842,557
Date; 94-JAN-12 12:36;19
Page: 1
Trapper Mining Inc.
Affiliated Transactions
For the Year Ended December 31, 2011
PacifiC orp Received PacifiCorpiProvided
Account Description Services Services
Coal purchases (a) $ 14,356,036 $ -
Board of directors fees and associated board meeting costs - 3,391
Total S 14.356.036 S 3.391
Basis of pricing (c) (d)
Cost of service (c) (d)
The margin of charges over costs None (d)
Assets allocable to the services None (d)
The overall rate of return on assets None (d)
(a)Represents the cost of coal purchased by PacifiCorp from Trapper Mining Inc. during the year ended December 31, 2011.
(b)PacifiCorp and Interwest Mining each have an employee that serves on the Trapper Mining Inc. board of directors. The table excludes $3,283 related to the Interwest Mining employee.
(c)Coal purchases are recorded on PacifiCorp's books at Trapper Mining Inc.'s cost.
(d)Charges for board of directors fees and associated board meeting costs are based on a flat fee of $500 per board meeting plus lodging expenses.
Trapper Mining Inc.
Consolidated Balance Sheet
December 31, 2011
(Unaudited)
Assets:
Current Assets:
Cash & Cash Equivalents $ 17,285,150
Accounts Receivable 5,328,580
Inventories 6,537,346
Prepaid and Other Current Assets 432,888
Current Reclamation Receivable from Buyers 2,476,585
Total Current Assets ...................... $ 32,060,549
Property Plant and Equipment before FAS 143:
Lands and Leases $ 11,240,186
Development Costs 2,834,815
Equipment and Facilities 117,331,942
Total Property Plant and Equipment (Cost) $ 131,406,943
Less Depreciation and Amortization (94,515,704)
Total Property Plant and Equipment (Net) $ 36,891,239
FAS 143 Property Plant and Equipment (Net)... 7,861,162
Grand Total Property Plant and Equipment (Net) $ 44,752,401
Acquired GE Royalty 4,090,909
Deferred Loan Fees 114,261
Reclamation Receivable from Buyers 11,516,181
Restricted Funds - Black Lung 500,000
Total Assets ..............................$ 93,034,301
Liabilities and Members' Equity:
Current Liabilities:
Accounts Payable $ 2,247,680
Accrued Royalties 538,927
Accrued Payroll Expenses 2,809,048
Accrued Production Taxes 1,774,803
Deferred Reclamation Revenue 0
Current Asset Retirement Liability 2,476,585
Current Portion Long-Term Debt 6,672,451
Total Current Liabilities .................... $ 16,519,494
Long-Term Debt 10,856,033
Asset Retirement Liability 19,377,343
Black Lung Liability 307,337
Total Liabilities .......................... $ 47,060,207
Members' Equity
Paid in Capital @ 1/1/98 $ 20,324,925
Patronage Equity - Prior Year 21,449,549
Non-Patronage Equity - Prior Year 2,192,633
Patronage Equity - Current Year 1,766,873
Non-Patronage Equity - Current Year 240,114
Total Members' Equity ...................... $ 45,974,094
Total Liabilities and Members' Equity .........$ 93,034,301
TRAPPER MINING INC
CONSOLIDATED NET INCOME
AS OF: DECEMBER 31, 2011
NET INCOME NET INCOME
FOR THE MONTH YEAR TO DATE
TRAPPER MINING $ (427,150.74) 2,619,580.96
WILLIAMS FORK MINING (2,061.46) (3,554.30)
WILLIAMS FORK LAND (244,661.11) (543,651.45)
NET INCOME (LOSS) BEFORE TAX $ (673,873.31) $ 2,072,375.21
CURRENT TAX PROVISION (65,388.00) (65,388.00)
TOTAL TAX PROVISION (65,388.00) (65,388.00)
NET INCOME (LOSS) AFTER TAX __L __L739,261.31) 2,006,987.21
rg
SALT RIVER 32.10% (26,734.20) 77,076.65
TRI-STATE 26.57% (22,128.59) 63,798.34
PACIFICORP 21.40% (17,822.79) 51,384.44
PLATTE RIVER 19.93% (16,598.52) 47,854.76
TOTAL NONPATRONAGE INCOME (LOSS) (83,284.10) 240,114.19
SALT RIVER 32.10% (210,568.68) 567,166.24
TRI-STATE 26.57% (174,293.15) 469,458.16
PACIFICORP 21.40% (140,379.12) 378,110.83
PLATTE RIVER 19.93% (130,736.26) 352,137.79
TOTAL PATRONAGE INCOME (LOSS) (655,977.21) 1,766,873.02
TOTAL INCOME (LOSS) (739,261.31) 2,006,987.21
TRAPPER MINING INC
CONSOLIDATED PATRONAGE & NONPATRONAGE INCOME ALLOCATION
DECEMBER 31, 2011
NET INCOME$ NET INCOME
FOR THE MONTH YEAR TO DATE
TRAPPER PATRONAGE INCOME (411,316.10)
TRAPPER NONPATRON INCOME (81,222.64)
TOTAL TRAPPER INCOME (492,538.74)
WFMC NONPATRONAGE INCOME (2,061.46)
WFLC PATRONAGE INCOME (244,661.11)
TOTAL CONSOLIDATED INCOME (739,261.31)
SALT RIVER 32.10% (132,032.46) 741,678.36
TRI-STATE 26.57% (109,286.69) 613,906.35
PACIFICORP 21.40% (88,021.64) 494,452.24
PLATTE RIVER 19.93% (81,975.31) 460,487.52
TOTAL TRAPPER PATRONAGE (411,316.10) 2,310,524.47
SALT RIVER 32.10% (26,072.47) 78,217.58
TRI-STATE 26.57% (21,580.86) 64,742.72
PACIFICORP 21.40% (17,381.64) 52,145.06
PLATTE RIVER 19.93% (16,187.67) 48,563.13
TOTAL TRAPPER NONPATRON (81,222.64) 243,668.49
TOTAL TRAPPER INCOME (492,538.74) 2,554,192.96
SALT RIVER 32.10% (661.73) (1,140.93)
TRI-STATE 26.57% (547.73) (944.38)
PACIFICORP 21.40% (441.15) (760.62)
PLATTE RIVER 19.93% (410.85) (708.37)
TOTAL WFMC NONPATRONAGE (2,061.46) (3,554.30)
SALT RIVER 32.10% (78,536.22) (174,512.12)
TRI-STATE 26.57% (65,006.46) (144,448.19)
PACIFICORP 21.40% (52,357.48) (116,341.41)
PLATTE RIVER 19.93% (48,760.95) (108,349.73)
TOTAL WFLC PATRONAGE (244,661.11) (543,651.45)
Huntington Cleveland Irrigation Company
Affiliated Transactions
For the Year Ended December 31, 2011
PacifiCorp Received PacifiCorp Provided
Account Description Services Services
Annual assessment expenses 107,680
Total 107.680
Basis of pricing (b) N/A
Cost of service (b) N/A
The margin of charges over costs None N/A
Assets allocable to the services None N/A
The overall rate of return on assets None N/A
(a)During the year ended December 31, 2011, PacifiCorp incurred $107,680 of annual assessment expense amortization, and had a prepaid balance of $18,460 at December 31, 2011. At December
31, 2011, PacifiCorp's plant-in-service included the following assets: $22,075,411 for the water supply project (amounts include capitalized interest and capital surcharge) and $1,471,639 for the
water rights.
(b)Under section 501 (c)l 2 of the Internal Revenue Code, Huntington Cleveland Irrigation Company operates at cost
EXHIBIT A
HUNTINGTON-CLEVELAND IRRIGATION COMPANY
STATEMENTS OF FINANCIAL POSITION
AS OF DECEMBER 31,2011 AND 2010
TOTAL ALL FUNDS
2011 2010
ASSETS
CURRENT ASSETS:
Cash and cash equivalent $ 45,447 $ 74,410
Restricted cash 272,404 1,342,090
Accounts receivable:
Shareholder assessments 16,984 76.612
Other 3,803
Contracts receivable:
Bureau of Reclamation - Restricted 143,098
NRCS - Restricted 15,069 77,718
Total current assets $ 353,707 $ 1,713,928
NONCURRENT ASSETS:
Fixed Assets:
Land $ 41.722 8 41,722
Easements 116.708 85,955
Water rights 3,096,469 3,096,469
Vehicles 23,563 23.563
Office equipment 4.105 1,383
Diversion structures 55,000 55,000
Storage facilities improvements 31541,085 3.541,085
Construction in progress
Salinity project 51,607,503 47.930.099
Accumulated depreciation (2.441.376) (2.393,418)
Total noncurrent assets $ 56.044,779 $ 52381.858
Total assets $ 56.398,486 $ 54,095.786
"The accompanying notes are an integral part of this statement-
3
EXHIBIT A
(Continued)
hUNTINGTON-CLEVELAND IRRIGATION COMPANY
STATEMENTS OF FINANCIAL POSITION
AS OF DECEMBER 31., 2011 AND 2010
TOTAL ALL FUNDS
2011 2010
LIABILITIES AND NET ASSETS
CURRENT LIABILITIES:
Accounts payable $ 869,602 S 935,305
Payroll taxes payable 5,545 1,420
Accrued interest payable 22,513 1,749
Current portion of long-terni liabilities 149.192 54,821
Total current liabilities $ 1.046,852 $ 993,295
LONG-TERM LIABILITIES:
Notes payable $ 2,648.157 S 2,541,879
Total long-tenn liabilities $ 2,648,157 5 2,541,879
Total liabilities $ 31695,009 $ 31535,174
NET ASSETS:
Unrestricted: $ 4,032.775 $ 4,076,373
Temporarily Restricted -
Salinity Project 48,670,702 46,484,239
Total net assets $ 52,703,477 $ 50,560,612
Total liabilities and net assets $ 56.398,486 $ 54.095.786
I 'NRI-'SIR!CIIJ) RFSI Rft fl!) t"4RIPS1RIC1ID RFSTRfl.'TFI)
OPERATIONS & SAL1NI FY rurAl. OPERATIONS& SAL INFFY 101At
MAINTENANCE' PROJI-t"l 1011 MAINTENANCE PROJECT 20111
'ices
smeol S 108,060 S 108050 5 99.522 S 99,622
sment 178)19 17.11(19 16.283 16,293
Industry Assessment 37,765 57.765 53,410 53.410
ft Assessment 50,397 50,397 4*i53 48.553
rienvO & M Assessment 63,536 63,36 50.104 50.104
Repamern Assessment 30.671 30671 31,111 31.111
ens I !.50 11,550 7.725 7,725
snIent .\d)usImcnts 1,891 1391 1.829 1,1129
6r services $ 341.679 5 $ 341,679 S 3011,637 5 - $ 308,637
ants S 5.520 S 1.580,431 $ 1.585,951 5 88.286 5 4,378,346 $ 4.466.532
olkrn R(xkv Mountain Power S 1.6-50,S00 S 1.650.800
Stockholders INRcSI $ 550.324 S 569,324 1,212,613 1.212.613
ental Revenue 26,487 26.487
sfcrs 5 1,100 1,100 5 570 570
6.135 6.139
582 4,316 4,89* 1,093 5,633 6.736
94,311 54.311 86.547 85.547
13082 2.000 3.082 916 916
'critic $ 63,210 $ 575,640 $ 638,850 5 89 116 S 2,895,953 S 2.484 669
S 41(1404 S 2,156,071 .5 2.156.481) S 486.039 S 7.273.899 S 7.759938
Vase 5 50.802 5 50.802 5 49,750 5 49,750
iger Wage 14.950 I4.90 13,062 13.062
'age 47,28)) 47.280 47,191 47.191
1.658 108
13.124 13,124 12,762 12.763
14,374 14.374 2.481 2481
labor 10,579 10,978 4,424 4,424
m Repamcni 26,198 26,198 26198 26.198
37,488 37.488 27,790 27.90
Rcpa.rncn 20,922 20,022
mlcuanec 2.35)) 235(1 7 (831) 7(5)
)CSflicflIs .4,fl77 24,077 23.614 21.614
rat Control 4.430 4,430 2,347 2.347
ilpmrnt F onsc 17.919 17.509 8.949 8
i9ICS 7.321 7.321 10.924 10.924
8,999 8,999 8374 8.374
cc 6221 6221
4769* S 47,9R 47 III S I - 47,413
'qsnccs S 480bQ 5 100 5 1.18.360 S l'i'&861 5 100 5 0l) IS!
B
(Continued)
In'Nr1G'roN-cIF.vEL\n IRRIG% LION ('t)S1PAY
STATEM8N1s OF At'i'I%ITWS
FOR THE VEARS ENDED DECFMBER 31, 2011 AND 2019
2011 2640
TEMPORAR 11. Y TEMPORARILY
UNRFSI'RIC)°t).) RESTR4C1EI) UNR1SI'RlC1ED RESTR1C11D
OPERATIONS & SALINITY 1OTAL WFRA'UONS & SALINITY TOtAL
MAINTENANCE PROJECr 2011 MAINThNANCE PROJR'I 3010
Support Services
SecTelarN. Wage 5 19.100 $ 11.100 S 24.184 5 24J84
Other wages 11.045 11.045
Parol1 Benefits 4,409 4.409 1919. 1.919
(>111cc Rent 3.300 3,300 3,600 3,600
Accounting and Auditing 9.950 9,954) 7.550 7.550
Legal Fees 6,227 6227 1.814 1.814
TIephne and Internet 5,344 5,344 6.797 6.797
Office .Supplies 3.8417 3.887 3,731 3.731
Postage .003 1,002 927 927
Meetings 5.732 5.732 884 8414
Training 675 675
Bank Charges and Fees $30 530 649 649
Miscellaneous 4,729 4,729 4.020 4.020
Total nippon services $ 75.255 8 . 8 75.255 $ 56,750 5 . $ 56.150
Total expenses $ 423,315 S 300 S 423.615 $ 356.611 $ 300 $ 356,911
Change in net assets before transfers, S i12,906j S 2.155.771 $ 2,142,865 $ 129,428 5 7,273,599 5 7,403,037
transfers In (Out):
I'ranafers In S 30,692 8 30,692
Transfers Out, S (341,692) (30,692)
Iota) transfers in (nut) 5 00,692) $ 30,692 5 . S S .. S
Change in net assets 8 443,598) $ 2,186,463 S 2,442,865 8 129.428 $ 7,273,599 $ 7.403,027
Net assets, beglnnrngof%ear 4.076.373 46.484.239 50.560.612 3,946.945 39.210640 43,157,585
Net assets, end of scar S 4.032,775 .8 48,670,7482 5 53,703,477 5 4,076,373 8 46,484.239 $ 50,560.012
integral part if thi' "ratemcnt
Ferron Canal & Reservoir Company
Affiliated Transactions
For the Year Ended December 31, 2011
Account Descrintion
Payment for water rights
Annual assessment expenses
Credit received
Total
PacifiCorp Received PacifiCorp Provided
Services Services
$ 612,927 $ -
267,645 -
(226318) -
654.254 S -
Basis of pricing (b) N/A
Cost of service (b) N/A
The margin of charges over costs None N/A
Assets allocable to the services None N/A
The overall rate of return on assets None N/A
(a)During the year ended December 31, 2011, PacifiCorp incurred $267,645 of annual assessment expense amortization, and had a prepaid balance of $223,038 at December 31, 2011. PacifiCorp
also paid $612,927 for the right to obtain 7,000 acre feet of water for the year ended December 31, 2011. PacifiCorp received a credit of $226,318 representing PacifiCorp's share of the water
rights payment based on its percentage ownership in Ferron Canal & Reservoir Company.
(b)Under section 501 (c) 12 of the Internal Revenue Code, Ferron Canal & Reservoir Company operates at cost.
8:49 AM FERRON CANAL & RESERVOIR CO.
03115112 Profit & Loss
Cash Basis January through December 2011
Jan - Dec 11
Income
INCOME 36.57
REVENUE 529,401.28
Total Income 529,437.85
Gross Profit 529,437.85
Expense
EQUIPMENT 5,066.00
GENERAL
BOARDMEMBER 930.00
INSURANCE 16,374.00
PAYROLL EXPENSES 119,424.54
REIMBURSEMENT 4,380.47
GENERAL - Other 248,368.65
Total GENERAL 389,477.66
IRRIGATION
REPAIRS 12,607.98
SUPPLIES 6,364.03
Total IRRIGATION 18,972.01
MAINTENANCE
EQUIPMENT REPAI... 15,098.05
FUEL 6,563.18
SUPPLIES 734.25
Total MAINTENANCE 22,395.48
VEHICLES
REGISTRATION 124.00
Total VEHICLES 124.00
Total Expense 436,035.15
Net Income 93,402.70
Page 1
Cottonwood Creek Consolidated Irrigation Company
Affiliated Transactions
For the Year Ended December 31, 2011
Account Description
Annual assessment expenses (a)
Other expenses
Total
PacifiCorp Received
Services
$ 299,419
5.000
304.419
PacifiCorp Provided
Services
$
Basis of pricing (b) N/A
Cost of service (b) N/A
The margin of charges over costs None N/A
Assets allocable to the services None N/A
The overall rate of return on assets None N/A
(a)During the year ended December 31, 2011, PacifiCorp incurred $299,419 of annual assessment expense amortization, and had a prepaid balance of $213,871 at December 31, 2011. Also during
the year ended December 31, 2011, PacifiCorp paid $3,334,278 of capital costs associated with the water supply contract (of which $510,578 was reimbursed by the joint owners of the Hunter
generating facility). At December 31, 2011, PacifiCorp's construction work-in-progress balance associated with the water supply project was $2,919,994 (amounts include capitalized interest and
capital surcharge).
(b)Cottonwood Creek Consolidated Irrigation Company is a not-for-profit entity that operates at cost.
Cottonwood Creek Consolidated Irrigation Company
Balance Sheet
Date: For The Year Ended 31 December 2011
Beginning Receipts & Disbursements Ending
Account Name Balance Transfers Transfers Balance
Cash On Hand 0.00
Checking - Zións Bank 1,801.51 24,418.06 24,234.94 1,984.63
Checking -Wells Fargo 18,677.91 3,920,574.01 3,663,510.82 275,741.10
Checking - W/F Constr 2,849.97 4,398,798.00 4,401,189.24 458.73
Certificate W/F Bond 10,475.00 10,475,00
Accounts Receivable 260,304.17 388,725.46 639,748.58 9,281.05
Washington Federal 303,051.16 3,976.06 0.00 307,027.22
Certificates - Zions 120,781.24 847.35 121628.59
Short Term - Wells Fargo 17,763.30 162.56 16,600.00 1,325.86
Deferred Credits 118.18 -118.18
Totals 727,804.00 725,229.26 8,747,976.50 8,745,401.76
Cottonwood Creek Consolidated Irrigation Company
General Ledger Report
Date: For The Year Ended 31 December 2011
Beginning Ending
Account Name Balance Receipts Disbursements Balance
General Fund 209,694.00 25,934.14 22,813.73 212,814.41
Mammoth Canal 12,281.46 9,908.02 19,780.99 2,408.49
Clipper & Western Canal 15,829.85 7,278.13 8,054.65 15,053.33
Blue Cut Canal 11,302.37 7,456.10 10,800.40 7,958.07
Project Capitalization 444,779.81 307,594.54 5,892.95 746,481.40
C&W Pipeline Salinity 2,849.97 4,399,068.00 4,401,459.24 458.73
Adobe Wash Reservoir -25,406.27 3,260,856.41 3,411,797.00 -176,346.86
Adobe Wash Pipeline -25,552.50 132,285.00 -157,837.50
Stockwater Pipeline 40,947.31 8549.43 7,328.54 42,168.20
Backhoe Account 7,290.85 4,831.64 8,781.96 3,340.53
Project Water Fund 21,519.00 21,519.00
River Commissioner 23,373.06 24,039.04 22,799.95 24,612.15
Pointer Ditch 1.46 1.46
Swasey Ditch 938.46 938.46
Peacock Ditch 675.97 675.97
Slaughter House Ditch 212.89 212.89
South Ditch 44.10 44.10
Stock Corral 175,18 175.18
Joes Valley 1,324.26 1,213.70 450.00 2,087.96
Black Canyon 4,467.03 890.00 2,800.00 2,557.03
Totals 725,229.26 8,079,138.15 8,076,563.41 727,804.00
III. Loans
The following information on loans to and from affiliates of PacifiCorp includes the
following:
A.The month-end amounts outstanding.
B.The highest amount outstanding during the year, separately for short-term and
long-term loans.
C.A description of the terms and conditions, including basis for interest rates.
D.The total amount of interest charged or credited and the weighted-average
interest rate.
E.Specify the commission order(s) approving the transaction where such
approval is required by law.
Loan Summary
2011
PACIFIC
REQUIREMENTS MINERALS, INC.
III. For inter-company loans to / from affiliates:
A. The month-end amounts outstanding for short-term
and long-term loans:
Short-term loans:
January - December (a)
Long-term loans: N/A
B. The highest amount during the year separately for
short-term and long-term loans:
Maximum loan to affiliate:
Short-term loans:
Amount $18,253,803
Date December 2, 2011
Maximum loan to affiliate:
Long-term loans:
Amount N/A
Date N/A
Maximum loan from affiliate:
Short-term loans:
Amount $5,837,591
Date March 18, 2011
Maximum loan from affiliate:
Long-term loans:
Amount N/A
Date N/A
C. A description of the terms and Pursuant to the
conditions for loans including the terms and conditions of the
basis 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-term and long-term loans:
Short-term loans:
Interest expense charged $2,786
Interest income credited $17,998
(b)
Long-term loans:
Interest charged or credited N/A
E. Specify the commission order(s) approving the transaction where such
approval is required by law: Refer to Appendix A
(a)Refer to the following schedule for the detail of month-end loan amounts outstanding.
(b)Refer to the following schedule for the detail of interest charged or credited and the rates of interest.
PacifiCorp - Pacific Minerals, Inc.
Umbrella Loan Agreement Transactions Statement
Pacific Minerals, Inc. ("PMI")
2011
Interest
Net Principal Net Principal Outstanding Expense Interest Income
Advanced Repaid Principal Advanced Principal Repaid Month End Interest Rate Incurred By Earned
Itrn,th Tn ft., P('n.-.. Tn P5.41 R, P5.41 i.nrn p.,.1fi,..-.. ft.,PfCn.-,
Jan-il $ 98,929 $ - $ 7,400,000 $ 9,381,665 $ (98,929) 0.3300%-0.3500% $ 12 $ 1,463
Feb-11 3,439,571 98,929 6,301,071 6,301,071 (3,439,571) 0.3350% - 03800% 374 1,011
Mar- li 5,598,020 3,200,000 - - (5,837,591) 0.3715% - 0.3983% 1,005 -
Apr-11 3,935,510 9,773,101 3,926,899 2,662,409 1,264,490 0.3454% - 0.3902% 379 531
May-11 4,297,322 4,297,322 8,102,678 1,264,490 8,102,678 0.3100%-0.3600% 474 289
Jun- 11 4,231,671 4,231,671 3,268,329 8,102,678 3,268,329 0.3100% - 0.3100% 474 1,144
Jul-11 608,543 - - 3,268,329 (608,543) 0.3100%-0.3100% 68 507
Aug- li - 608,543 7,991,457 5,133,235 2,858,222 0.3150%-0.3i50% - 1,584
Sep-1 l - - 3,900,000 5,199,726 1,558,496 0.3150% - 0.3275% - 1,126
Oct- il - - 5,420,000 5,675,514 1,302,982 0.3i50%-0.3150% - 1,125
Nov-1 1 - - 15,200,000 5,349,179 11,153,803 0.3i50%-0.3937% - 4,115
Dec- li - - 7,100,000 4,361,601 13,892,202 0.3500%-0.4000% - 5,103
TOTAL $ 22.209.566 $ 22.209.566 $ 68.610.434 $ 56.699.897 2.786 $ 17.998
(a) Outstanding month-end balances advanced to PacifiCorp are shown in parentheses, if applicable.
IV. Debt Guarantees
If the parent guarantees any debt of affiliated interests, identify the entities involved,
the nature of the debt, the original amount, the highest amount during the year ended
December 31, 2011 and the balance as of December 31, 2011.
PacifiCorp does not guarantee the debt of its subsidiaries or any of its affiliates.
V. Other Transactions
Report other transactions (utility leasing of affiliate property, affiliate leasing of utility
property, utility purchase of affiliate property, material or supplies and affiliate purchase
of utility property, material or supplies) as follows:
PacifiCorp is party to a tax-sharing arrangement and is part of the Berkshire Hathaway United
States federal income tax return. PacifiCorp's provision for income taxes has been computed
on a stand-alone basis. PacifiCorp remits federal and certain state income tax payments to PPW
Holdings LLC. The tax payments are then remitted to MEHC. At December 31, 2011, MEHC
owed PacifiCorp $67,080,728, PMI $2,506,467 and PERCo $268,390 under this arrangement.
During 2011, MEC transferred certain generation plant equipment to PacifiCorp, which
PacifiCorp then replaced at a cost to PacifiCorp, of $1,044. Also during 2011, PacifiCorp
transferred certain generation plant equipment to MEC at a cost to PacifiCorp of $700. Both of
these transfers were in response to emergency needs. Refer to the attached Intercompany
Mutual Assistance Agreement which governs intercompany transfers such as these.
Refer to Appendix A for a discussion of commission orders approving transactions with
affiliates.
VI. Employee Transfers
By affiliate and job title, provide the total number of executive, management and
professional/technical employees transferred to and from the utility. By affiliate,
provide the total number of other employees transferred to and from the utility.
Report of PacifiCorp Employee Transfers to Affiliates
During the Year Ended December 31, 2011
Executive, Management and Professional/Technical Employees
Affiliate Job Title Count
MidAmerican Energy Company IT Specialist, Help Desk - Career 1
Total 1
Report of PacifiCorp Employee Transfers from Affiliates
During the Year Ended December 31, 2011
Executive, Management and Professional/Technical Employees
Affiliate Job Title Count
Kern River Gas Transmission Company Engineer - Associate 1
Kern River Gas Transmission Company Specialist, Project Controls - 1
Career
MidAmerican Energy Company Engineer - Career 1
Total 3
VII. Cost Allocations
A description of each ultra-company cost allocation procedure and a schedule of cost amounts,
by account, transferred between regulated and non-regulated segments of the company.
PacifiCorp
Cost Allocation Manual
For the Year Ended December 31, 2011
Overview/Introduction
This section describes the allocation of costs between PacifiCorp and its affiliates.
On March 31, 2006, PacifiCorp entered into an Intercompany Administrative Services Agreement
("JASA") between MEHC and its subsidiaries. PacifiCorp is an indirect subsidiary 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 facilities, including but not limited to office space, conference rooms,
furniture, equipment, machinery, supplies, computers and computer software, insurance
policies and other personal property; and
d)the use of automobiles, airplanes, other vehicles and equipment.
In connection with the March 2006 acquisition of PacifiCorp by MEHC, MEHC committed to
PacifiCorp's state regulatory commissions to limit the amount of affiliate services pursuant to the
IASA that PacifiCorp pays to MEHC each year to $9,000,000. This acquisition commitment expired
March 20, 2011. The $9,000,000 limit was prorated during the period from January 1, 2011 to March
20, 2011.
Allocation Amounts and Methods
MEHC and subsidiaries to PacifiCor
During the year ended December 31, 2011, PacifiCorp was allocated costs by its non-regulated
parent company, MEHC, and certain of MEHC's subsidiaries, some of which are non-regulated, as
part of the affiliate services pursuant to the IASA. The amounts included in Section II - Transactions
include both direct charges and allocated amounts. The allocated amounts were as follows:
- Total services received
as reported in Section Amount of services
Name of entity II- Transactions based on allocations
MidAmerican Energy Holdings Company $ 11,191,276 $ 2,511,372
MIHC Inc. 730,726 302,448
MidAmerican Energy Company 3,717,182 1,698,442
Kern River Gas Transmission Company 150,711 -
Cordova Energy Company LLC 453 -
M&M Ranch Acquisition Company, LLC 1.340 -
Total $ 15.791,688 S 4.512.262
The amounts were allocated by MEHC and its subsidiaries to PacifiCorp using six different formulae
during the year ended December 31, 2011. These formulae are as follows:
a)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, 2011 was 46.25%.
b)The same two factor formula as a) above, except excluding the labor and assets of
HomeServices. PacifiCorp's allocation percentage during the year ended December 31, 2011
was 49.08%.
c)The same two factor formula as a) above, except excluding the labor and assets of MEHC's
international subsidiaries. PacifiCorp's allocation percentage during the year ended
December 31, 2011 was 52.70%.
d)The same two factor formula as c) above, except excluding the labor and assets of
HomeServices. PacifiCorp's allocation percentage during the year ended December 31, 2011
was 56.50%.
e)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, 2011 was 20.00%.
f)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, 2011 was 49.09%.
PacifiCorp to MEHC and subsidiaries
During the year ended December 31, 2011, PacifiCorp allocated costs to its non-regulated parent
company, MEHC, and certain of MEHC's subsidiaries, some of which are non-regulated, as part of
the affiliate services pursuant to the JASA. The amounts included in Section II - Transactions
include both direct charges and allocated amounts. The allocated amounts were as follows:
Name of entity
Total services provided
as reported in Section
II - Transactions
Amount of services
based on allocations
MidAmerican Energy Holdings Company $ 319,378 $ 47,579
MidAmerican Energy Company 862,267 509,696
HomeServices of America, Inc. 147,116 128,221
Kern River Gas Transmission Company 168,331 63,266
CalEnergy Generation Operating Company 133,593 18,282
Northern Natural Gas Company 191,604 161,499
Midwest Capital Group, Inc. 1,327 1,283
MEC Construction Services Co. 196 188
MEHC Investment, Inc. 185 180
Cordova Energy Company LLC 7,798 7,543
Northern Powergrid Holdings Company 20,647 18,626
CE Philippines Ltd. 2,817 971
Iowa Realty Co., Inc. 3.647 2.915
Total $ 1.858.906 S 960.249
The amounts were allocated by PacifiCorp to MEHC and its subsidiaries using five different
formulae during the year ended December 31, 2011. These formulae are as follows:
a)A two factor formula based on the labor and assets of each of MEHC's subsidiaries. The
percentage that PacifiCorp allocated to MEHC and its subsidiaries during the year ended
December 31, 2011 was 53.75%.
b)The same two factor formula as a) above, except excluding the labor and assets of IvIEHC's
international subsidiaries. The percentage that PacifiCorp allocated to MEHC and its
subsidiaries during the year ended December 31, 2011 was 47.30%.
c)The same two factor formula as b) above, except excluding the labor and assets of
HomeServices. The percentage that PacifiCorp allocated to MEHC and its subsidiaries during
the year ended December 31, 2011 was 43.50%.
d)The same two factor formula as a) above, except excluding the labor and assets of PacifiCorp
and HomeServices. The percentage that PacifiCorp allocated to MEHC and its subsidiaries
during the year ended December 31, 2011 was 100%.
e)A formula based on shared Information Technology infrastructure that is owned and/or managed
by MEC. The percentage that PacifiCorp allocated to MEHC and its subsidiaries was 100%.
INTERCOMPANY ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
MIDAMERICAN ENERGY HOLDINGS COMPANY
AND
ITS SUBSIDIARIES
This Intercompany Administrative Services Agreement ("Agreement") is entered into as of March 31, 2006
by and between MidAmerican Energy Holdings Company (hereinafter the "Company") and its direct and
indirect subsidiaries (hereinafter the "Subsidiaries") (each a "Party" and together the "Parties")
WHEREAS, the Company provides senior management, executive oversight and other administrative
services that provide value to and benefit the Subsidiaries as entities in the consolidated group;
WHEREAS, the Subsidiaries have access to professional, technical and other specialized resources that
the Company may wish to utilize from time to time in the provision of such administrative services; and
WHEREAS, the Company and Subsidiaries may desire to utilize the professional, technical and other
specialized resources of certain Subsidiaries;
NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein, the
Company and Subsidiaries agree as follows
ARTICLE 1. PROVISION OF ADMINISTRATIVE SERVICES
Upon and subject to the terms of this Agreement, services will be provided between and among the
Company and its Subsidiaries that are not directly applicable to the production, distribution or sale of a
product or service available to customers of the Company or its subsidiaries ("Administrative Services").
For purposes of this Agreement, Administrative Services shall include, but not be limed to the following:
a)services by executive, management, professional, technical and clerical employees;
b)financial services, payroll processing services, employee benefits participation, supply chain and
purchase order processing services, tax and accounting services, contract negotiation and
administration services, risk management services, environmental services and engineering and
technical services;
c)the use of office facilities, including but not limed to office space, conference rooms, furniture,
equipment, machinery, supplies, computers and computer software, insurance policies and other
personal property;
d)the use of automobiles, airplanes, other vehicles and equipment;
To obtain specialized expertise or to achieve efficiencies, the following situations may arise under this
Agreement whereby Administrative Services may be provided between and among the Company and its
Subsidiaries:
a)The Company may directly assign or allocate common costs to the Subsidiaries,
b)The Company may procure Administrative Services from the Subsidiaries for its own benefit,
C) The Company may procure Administrative Services from the Subsidiaries for subsequent
allocation to some or all Subsidiaries commonly benefiting, or
d) The Subsidiaries may procure Administrative Services from each other.
ARTICLE 2. DEFINITIONS,
For purposes of this Agreement these terms shall be defined as follows:
(a)"Laws" shall mean any law, statute, rule, regulation or ordinance.
(b)"State Commissions" shall mean any state public utility commission or state public service
commission with jurisdiction over a rate-regulated Party.
(c)"Subsidiaries" shall mean current and future direct and indirect majority-owned subsidiaries of the
Company.
ARTICLE 3. EFFECTIVE DATE
This Agreement shall be effective as of the date set forth above; provided, however, that in those jurisdictions in
which regulatory approval is required before the Agreement becomes effective, the effective date shall be as of
the date of such approval.
ARTICLE 4. CHARGES AND PAYMENT
(a) CHARGES
Parties shall charge for Administrative Services on the following basis:
(i)Direct Charges: The Party receiving the benefit of Administrative Services ("Recipient Party") will
be charged for the operating costs incurred by the Party providing the Administrative Services
("Providing Party"), including, but not limited to, allocable salary and wages, incentives, paid
absences, payroll taxes, payroll additives (insurance premiums, health care and retirement
benefits and the like), direct non-labor costs, if any, and similar expenses, and reimbursement of
out-of-pocket third party costs and expenses.
(ii)Service Charges: Costs that are impractical to charge directly but for which a cost/benefit
relationship can be reasonably identified. A practical allocation method will be established by
Providing Party that allocates the cost of this service equitably and consistently to the Recipient
Party. Any changes in the methodology will be communicated in writing to rate-regulated
subsidiaries at least 180 days before the implementation of the change.
(iii)Allocations: Costs incurred for the general benefit of the entire corporate group for which direct
charging and service charges are not practical. An allocation methodology will be established
and used consistently from year to year. Any changes to the methodology will be communicated
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in writing to rate-regulated subsidiaries at least 180 days before the implementation of the
change.
The charges constitute full compensation to the Providing Party for all charges, costs and expenses
incurred by the Providing Party on behalf of the Recipient Party in providing the Administrative Services,
unless otherwise specifically agreed to in writing between the Parties.
If events or circumstances arise which, in the opinion of the Parties, render the costs of providing any
Administrative Services materially different from those charged under a specific rate or formula then in
effect, the specific rate or formulas shall be equitably adjusted to take into account such events or changed
circumstances.
Providing Parties will bill each and all Recipient Parties, as appropriate, for Administrative Services
rendered under this Agreement in as specific a manner as practicable. To the extent that direct charging
for services rendered is not practicable, the Providing Party may utilize allocation methodologies to assign
charges for services rendered to the Recipient Party, reflective of the drivers of such costs. Such
allocation methodologies may utilize allocation bases that include, but are not limited to: employee labor,
employee counts, assets, and mufti-factor allocation formulae.
Any cost allocation methodology for the assignment of corporate and affiliate costs will comply with the
following principles:
i)For Administrative Services rendered to a rate-regulated subsidiary of the Company or each
cost category subject to allocation to rate-regulated subsidiaries by the Company, the
Company must be able to demonstrate that such service or cost category is reasonable for the
rate-regulated subsidiary for the performance of its regulated operations, is not duplicative of
Administrative Services already being performed within the rate-regulated subsidiary, and is
reasonable and prudent.
ii)The Company and Providing Parties will have in place positive time reporting systems
adequate to support the allocation and assignment of costs of executives and other relevant
personnel to Recipient Parties.
ill) Parties must maintain records sufficient to specifically identify 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 responsibility of rate-regulated Recipient Parties to this Agreement to ensure that costs
which would have been denied recovery in rates had such costs been directly incurred by the
regulated operation are appropriately identified and segregated in the books of the regulated
operation.
(b) PAYMENT.
(i) Each Providing Party shall bill the Recipient Party monthly for all charges pursuant to
this Agreement via billings to the Company. The Company, in its capacity as a clearinghouse for
Page 3.
intercompany charges within the Company shall aggregate all charges and bill all Recipient Parties in a
single bill. Full payment to or by the Company for all Administrative Services shall be made by the end of
the calendar month following the intercompany charge. Charges shall be supported by reasonable
documentation, which may be maintained in electronic form.
(ii) The Parties shall make adjustments to charges as required to reflect the discovery of
errors or omissions or changes in the charges. The Parties shall conduct a true-up process at least
quarterly and more frequently it necessary to adjust charges based on reconciliation of amounts charged
and costs incurred. It is the intent of the Parties that such true-up process will be conducted using
substantially the same process, procedures and methods of review as have been in effect prior to
execution of this Agreement by the Parties.
ARTICLE 5. GENERAL OBLIGATIONS: STANDARD OF CARE
Rate-regulated Parties will comply with all applicable State and Federal Laws regarding affiliated interest
transactions, including timely filing of applications and reports. The Parties agree not to cross-subsidize
between the rate-regulated and non-rate-regulated businesses or between any rate-regulated businesses,
and shall comply with any applicable State Commission Laws and orders. Subject to the terms of this
Agreement, the Parties shall perform their obligations hereunder in a commercially reasonable manner.
ARTICLE 6. TAXES
Each Party shall bear all taxes, duties and other similar charges except taxes based upon its gross income
(and any related interest and penalties), imposed as a result of its receipt of Administrative Services under
this Agreement, including without limitation sales, use, and value-added taxes.
ARTICLE 7. ACCOUNTING AND AUDITING
Providing Parties and the Company shall maintain such books and records as are necessary to support the
charges for Administrative Services, in sufficient detail as may be necessary to enable the Parties to satisfy
applicable regulatory requirements All Parties:
(a)shall provide access to the Records at all reasonable times;
(b)shall maintain the Records in accordance with good record management practices and with at
least the same degree of completeness, accuracy and care as it maintains for its own records; and
(c)shall maintain its own accounting records, separate from the other Party's accounting records.
Subject to the provisions of this Agreement, Records supporting intercompany billings shall be available for
inspection and copying by any qualified representative or agent of either Party or its affiliates, at the
expense of the inquiring Party. In addition, State Commission staff or agents may audit the accounting
records of Providing Parties that form the basis for charges to rate-regulated subsidiaries, to determine the
reasonableness of allocation factors used by the Providing Party to assign costs to the Recipient Party and
amounts subject to allocation or direct charges. All Parties agree to cooperate fully with such audits.
Page 4
ARTICLE B. BUDGETING
In advance of each budget year, Providing Parties shall prepare and deliver to the Recipient Parties, for
their review and approval, a proposed budget for Administrative Services to be performed during that year.
The approved schedule of budgeted Administrative Services shall evidence the base level of
Administrative Services. The schedule shall be updated at least annually. Each Party shall promptly notify
the other Party in writing of any requested material change to the budget costs for any service being
provided.
ARTICLE 9. COOPERATION WITH OTHERS
The Parties will use good faith efforts to cooperate with each other in all matters relating to the provision
and receipt of Administrative Services. Such good faith cooperation will include providing electronic access
in the same manner as provided other vendors and contractors to systems used in connection with
Administrative Services and using commercially reasonable efforts to obtain all consents, licenses,
sublicenses or approvals necessary to permit each Party to perform its obligations. Each Party shall make
available to the other Party any information required or reasonably requested by the other Party regarding
the performance of any Administrative Service and shall be responsible for timely providing that information
and for the accuracy and completeness of that information; provided, however, that a Party shall not be
liable for not providing any information that is subject to a confidentiality obligation owed by it to a person or
regulatory body other than an affiliate of it or the other Party. Either Party shall not be liable for any
impairment of any Administrative Service caused by it not receiving information, either timely or at all, or by
it receiving inaccurate or incomplete information from the other Party that is required or reasonably
requested regarding that Administrative Service. The Parties will cooperate with each other in making such
information available as needed in the event of any and all internal or external audits, utility regulatory
proceedings, legal actions or dispute resolution. Each Party shall fully cooperate and coordinate with each
others employees and contractors who may be awarded other work. The Parties shall not commit or permit
any act, which will interfere with the performance of or receipt of Administrative Services by either Party's
employees or contractors.
ARTICLE 10. COMPLIANCE WITH ALL LAWS
Each Party shall be responsible for (i) its compliance with all laws and governmental regulations affecting
its business, including but not limited to, laws and governmental regulations governing federal and state
affiliate transactions, workers' compensation, health, safety and security, and (ii) any use it may make of
the Administrative Services to assist it in complying with such laws and governmental regulations.
ARTICLE 11 LIMITATION OF LIABILITY
Notwithstanding any other provision of this Agreement and except for (a) rights provided under Article 12 in
connection with Third-Party Claims, (b) direct or actual damages as a result of a breach of this Agreement,
and (C) liability caused by a Party's negligence or willful misconduct, no Party nor their respective directors,
officers, employees and agents, will have any liability to any other Party, or their respective directors,
officers, employees and agents, whether based on contract, warranty, tort, strict liability, or any other
theory, for any indirect, incidental, consequential, special damages, and no Party, as a result of providing a
Service pursuant to this Agreement, shall be liable to any other Party for more than the cost of the
Administrative Service(s) related to the claim or damages.
Page 5
ARTICLE 12. INDEMNIFICATION
Each of the Parties will indemnify, defend, and hold harmless each other Party, members of its Board of
Directors, officers, employees and agents against and from any third-party claims resulting from any
negligence or willful misconduct of a Party's employees, agents, representatives or subcontractors of any
tier, their employees, agents or representatives in the perlbrmance or nonperformance of its obligations
under this Agreement or in any way related to this Agreement. If a Third-Party claim arising out of or in
connection with this Agreement results from negligence of multiple Parties (including their employees,
agents, suppliers and subcontractors), each Party will bear liability with respect to the Third-Party Claim in
proportion to its own negligence.
ARTICLE 13. DISPUTE RESOLUTION
The Parties shall promptly resolve any conflicts arising under this Agreement and such resolution shall be
final. If applicable, adjustments to the charges will be made as required to reflect the discovery of errors or
omissions in the charges. If the Parties are unable to resolve any service, performance or budget issues or if
there is a material breach of this Agreement that has not been corrected within ninety (90) days, representatives
of the affected Parties will meet promptly to review and resolve those issues in good faith.
ARTICLE 14. TERMINATION FOR CONVENIENCE
A Party may terminate its participation in this Agreement either with respect to all, or with respect to any
one or more, of the Administrative Services provided hereunder at any time and from time to time, for any
reason or no reason, by giving notice of termination at least sixty (60) days in advance of the effective date
of the termination to enable the other Party to adjust its available staffing and facilities. In the event of any
termination with respect to one or more, but less than all, Administrative Services, this Agreement shall
continue in full force and effect with respect to any Administrative Services not terminated hereby. If this
Agreement is terminated in whole or in part, the Parties will cooperate in good faith with each other in all
reasonable respects in order to effect an efficient transition and to minimize the disruption to the business
of all Parties, including the assignment or transfer of the rights and obligations under any contracts.
Transitional assistance service shall include organizing and delivering records and documents necessary
to allow continuation of the Administrative Services, including delivering such materials in electronic forms
and versions as reasonably requested by the Party.
ARTICLE 15. CONFIDENTIAL INFORMATIONINONDISCLOSURE
To the fullest extent allowed by law, the provision of any Administrative Service or reimbursement for any
Administrative Service provided pursuant to this Agreement shall not operate to impair or waive any
privilege available to either Party in connection with the Administrative Service, its provision or
reimbursement forth e Administrative Service.
All Parties will maintain in confidence Confidential Information provided to each other in connection with this
Agreement and will use the Confidential Information solely for the purpose of carrying out its obligations
under this Agreement. The term Confidential Information means any oral or written information, (including
without limitation, computer programs, code, macros or instructions) which is made available to the Company, its
Page 6
Subsidiaries or one of its representatives, regardless of the manner in which such information is furnished.
Confidential Information also includes the following:
a.All Information regarding the Administrative Services, including, but not limited to, price, costs,
methods of operation and software, shall be maintained in confidence.
b.Systems used to perform the Administrative Services provided hereunder are confidential and
proprietary to the Company, its Subsidiaries or third parties. Both Parties shall treat these systems and all
related procedures and documentation as confidential and proprietary to the Company, its Subsidiaries or
its third party vendors.
c.All systems, procedures and related materials provided to either Party are for its internal use
only and only as related to the Administrative Services or any of the underlying systems used to provide
the Administrative Services.
Notwithstanding anything in this Article 15 to the contrary, the term "Confidential Information" does not include
any information which (i) at the time of disclosure is generally available to and known by the public (other than as
a result of an unpermitted disclosure made directly or indirectly by a Party), (ii) was available to a Party on a non-
confidential basis from another source (provided that such source is not or was not bound by a confidentiality
agreement with a Party or had any other duty of confidentiality to a Party), or (iii) has been independently
acquired or developed without violating any of the obligations under this Agreement
The Parties shall use good faith efforts at the termination or expiration of this Agreement to ensure that all user
access and passwords are cancelled.
All Confidential Information supplied or developed by a Party shall be and remain the sole and exclusive
property of the Party who supplied or developed it.
ARTICLE 16 PERMuTED DISCLOSURE
Notwithstanding provisions of this Agreement to the contrary, each Party may disclose Confidential
Information (i) to the extent required by a Stale Commission, a court of competent jurisdiction or other
governmental authority or otherwise as required by law, including without limitation disclosure obligations
imposed under the federal securities laws, provided that such Party has given the other Party prior notice
of such requirement when legally permissible to permit the other Party to take such legal action to prevent
the disclosure as it deems reasonable, appropriate or necessary, or (ii) on a "need-to-know" basis under
an obligation of confidentiality to its consultants, legal counsel, affiliates, accountants, banks and other
financing sources and their advisors
ARTICLE 17. SUBCONTRACTORS
To the extent provided herein, the Parties shall be fully responsible for the acts or omissions of any
subcontractors of any tier and of all persons employed by such subcontractors and shall maintain complete
Page 7
control over all such subcontractors. It being understood and agreed that not anything contained herein
shall be deemed to create any contractual relation between the subcontractor of any tier and the Parties.
ARTICLE 18. NON WAI VER
The failure of a Party to insist upon or enforce strict performance of any of the terms of this Agreement or to
exercise any rights herein shall not be construed as a waiver or relinquishment to any extent of its right to
enforce such terms or rights on any future occasion.
ARTICLE 19. SEVERABILITY
Any provision of this Agreement prohibited or rendered unenforceable by operation of law shall be
ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement.
ARTICLE 20. ENTIRE AGREEMENT/DOCUMENTS INCORPORATED BY REFERENCE
All understandings, representations, warranties, agreements and any referenced attachments, if any,
existing between the Parties regarding the subject matter hereof are merged into this Agreement, which
fully and completely express the agreement of the Parties with respect to the subject matter hereof.
ARTICLE 21. OTHER AGREEMENTS
This Agreement does not address or govern the Parties' relationship involving: (a) the tax allocation
agreement nor (b) any other relationships not specifically identified herein. All such relationships not
addressed or governed by this Agreement will be governed and controlled by a separate agreement or
tariff specifically addressing and governing those relationships or by applicable Laws or orders
Page 8
This Agreement has been duly executed on behalf of the Parties as foflows:
PIDAMERICAN ENERGY HOLDINGS COMPANY NNGC ACQUI LLC
By. -_
Patrick S. Goodman Brian K. Hankel
litlesr. Vice President & Title:Vice President & Treasurer
Chief Financial Officer
PPW HOLDINGS LLC KR HOLDING, LLC
c4' By
Brian K. Hankel Patrick S. Goodman
Title: Vice President & Treasuraj Title: Vice President & Treasurer
CE ELECTRIC UK FUNDING COMPANY CALENERGY IN1ERNA1ONAL RINCESONC.
By.
Patrick S. Goodman Brian K. Rankel
Title: Director T* :Vice President & Treasurer
HOME SERVICES OF AMERICA, INC CE CASECNAN WATER AND ENERGY COMPANY,
; LiJ
Paul 3.i.t Brian K. Hankel
Title 4i Title Vice President & Treasurer
MID -UNDIN
Thomas B. pecketer
Title Vice President & Controller
in
INTERCOMPANY MUTUAL ASSISTANCE AGREEMENT
BY AND BETWEEN THE RATE-REGULATED SUBSIDIARIES OF
MIDAMERICAN ENERGY HOLDINGS COMPANY
This intercompany Mutual Assistance Agreement ('Agreemenr) is entered into by and between the rate-
regulated public utility subsidiaries of MidAmerican Energy Holdings Company ("Company") (each a "Party"
and together the "Parties").
WHEREAS, each of the Parties provides public utility services subject to the oversight of regulatory
authorities, such as a state public utility commission and/or the Federal Energy Regulatory Commission
("FERC"):
WHEREAS, a Party may from time to time require mutual aid or assistance from another Party, which may
involve the provision of goods, services and/or specialized resources for temporary emergency purposes,
or the emergency interchange of equipment or goods by one Party to the other, as long as provided without
detriment to the providing Party's public utility obligations ("mutual assistance"); and
WHEREAS, as rate-regulated public utilities, the Parties have obligations to provide reasonably adequate
public utility service, and from time to time may be able to assist one another in providing mutual
assistance; and
WHEREAS, the Parties are some of the signatories of the Intercompany Administrative Services
Agreement (IASA") by and between Company and its Subsidiaries, which permits the sharing of
professional, technical and other specialized resources and wish to enter into an agreement that will allow
mutual assistance on similar terms; and
WHEREAS, in order to minimize any potential for cross-subsidization or affiliate abuse and ensure
appropriate oversight, participation under this Agreement is limited to Rate-Regulated Subsidiaries of the
Company.
NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein, the Parties
agree as follows:
ARTICLE 1. PROVISION OF MUTUAL ASSISTANCE
Upon and subject to the terms of this Agreement, one Party ("Providing Party") may provide mutual
assistance to another Party ("Recipient Party').
Availability and provision of mutual assistance shall be governed by an applicable mutual aid agreement,
which may be the Edison Electric Institute Mutual Aid Agreement, the Western Region Mutual Assistance
Agreement, or such other agreement as may be customarily used in the region where the mutual
assistance is to be provided, except for reimbursement of costs, which shall be governed by Article 4 of this
Agreement
The Parties recognize That there may be several phases of mutual assistance activity, including pre-
notification of a potential need for assistance, a request for information related to the costs and availability
of mutual assistance, and actual mobilization. Only actual mobilization is considered the provision of mutual
assistance.
ARTICLE 2. DEFINITIONS
For purposes of this Agreement, these terms shall be defined as follows:
(a)"Laws" shall mean any law, statute, rule, regulation or ordinance of any governmental authority,
which may be without limitation a federal agency, a state or a governmental subdivision.
(b)"Rate-Regulated Subsidiary" shall mean a subsidiary of the Company ("subsidiary") that is
regulated by one or more State Commissions and/or FERC, in the subsidiary's capacity of
providing regulated public utility services.
(c)"State Commissions" shall mean any state public utility commission or state public service
commission with utility regulatory jurisdiction over a Rate-Regulated Subsidiary.
ARTICLE 3. EFFECTIVE DATE
This Agreement shall be effective as of the date of execution; provided, however, that in those jurisdictions
in which regulatory approval is required before the Agreement becomes effective, the effective date shall
be as of the date of such approval.
ARTICLE 4. CHARGES AND PAYMENT
The Parties recognize that charges for mutual assistance will begin when a request for mobilization of
assistance is submitted to the Providing Party by the Recipient Party. Costs associated with pre-notification
of a potential need or gathering of information associated with a request for mutual assistance will not be
charged to the Recipient Party.
Providing Parties shall bill Recipient Parties, as appropriate, for mutual assistance rendered under this
Agreement in as specific a manner as practicable.
Payments for mutual assistance shall be governed by an applicable mutual aid agreement, which may be the
Edison Electric Institute Mutual Aid Agreement, the Western Region Mutual Assistance Agreement, or such
other agreement as may be customarily used in the region where the mutual assistance is to be provided.
In the event that the mutual assistance consists only of the interchange of a good in an emergency
circumstance, the Recipient Party shall reimburse the Providing Party the replacement cost of the
Page 2
transferred good. Any associated services shall be reimbursed by the Recipient Party as a direct charge,
service charge or allocation as applicable pursuant to the JASA.
ARTICLE 5. STANDARD OF CARE
The Parties shall comply with all applicable Laws regarding affiliated interest transactions, including timely
Ming of regulatory filings and reports. The Parties agree not to cross-subsidize and shall comply with all
applicable Laws and orders issued by State Commissions or FERC. Subject to the terms of this
Agreement, the Parties shall perform their obligations hereunder in a commercially reasonable manner.
ARTICLE 6. TAXES
Each Party shall bear all taxes, duties and other similar charges, except taxes based upon Its gross income
(and any related interest and penalties), imposed as a result of its receipt of mutual assistance under this
Agreement, including without limitation sales, use and value-added taxes.
ARTICLE 7. ACCOUNTING AND AUDITING
Providing Parties shall maintain such books and records as are necessary to support the charges for
mutual assistance, in sufficient detail as may be necessary to enable the Parties to satisfy applicable
regulatory requirements ("Records"). All Parties:
(a)Shall provide access to the Records at all reasonable times;
(b)Shall maintain the Records in accordance with good record management practices and with at least
the same degree of completeness, accuracy and care as it maintains for its own records; and
(c)Shall maintain its own accounting records, separate from the other Parties' accounting records.
Subject to the provisions of this Agreement, Records supporting mutual assistance billings shall be
available for inspection and copying by any qualified representative or agent of a Party, at the expense of
the inquiring Party. In addition, FERC or State Commissions staff or agents may audit the accounting
records of Providing Parties that form the basis for charges to Rate-Regulated Subsidiaries. All Parties
agree to cooperate fully with such audits.
ARTICLE 8. COOPERATION WITH OTHERS
The Parties shall use good faith efforts to cooperate with each other in all matters related to the provision
and receipt of mutual assistance. Such good faith cooperation will include providing electronic access in the
same manner as provided other vendors and contractors to systems used in connection with mutual
assistance and using commercially reasonable efforts to obtain all consents, licenses, sublicenses or
approvals necessary to permit each Party to perform its obligations.
Each Party shall make available to another Party any information required or reasonably requested by the
Party related to the provision of mutual assistance and shall be responsible for timely provision of said
information and for the accuracy and completeness of the information; provided, however, that a Party shall
not be liable for not providing any information that is subject to a confidentiality obligation or a regulatory
obligation not to disclose or be a conduit of information owned by it to a person or regulatory body other
than the other Party.
The Parties shall cooperate with each other in making such information available as needed in the event of
any and all internal or external audits, State Commissions or FERC regulatory proceedings, legal actions,
or dispute resolution.
Page 3
Each Party shall fully cooperate and coordinate with each others employees and contractors in the
performance or provision of mutual assistance. The Parties shall not commit or permit any act that will
interfere with the performance or receipt of mutual assistance by any Party's employees or contractors.
ARTICLE 9. COMPUANCE WITH ALL LAWS
Each Party shall be responsible for (a) its compliance with all Laws affecting its business, including, but not
limited to, laws and governmental regulations governing federal and state affiliate transactions, workers'
compensation, health, safety and security; (b) any use it may make of the mutual assistance to assist it in
complying with such laws and governmental regulations; and (C) compliance with FEAC's Standards of
Conduct, Market-Based Rate Affiliate Restrictions, and any comparable restrictions imposed by FERC or
State Commissions.
ARTICLE 10. LIMITATION OF LIABILITY
Notwithstanding any other provision of this Agreement and except for (a) rights provided under Article 11 in
connection with Third-Party Claims; (b) direct or actual damages as a result of a breach of this Agreement;
and (c) liability caused by a Party's negligence or willful misconduct, no Party, nor its respective directors,
officers, employees and agents, will have any liability to any other Party, nor its respective directors,
officers, employees and agents, whether based on contract, warranty, tort, strict liability or any other theory,
for any indirect, incidental, consequential or special damages, and no Party, as a result of providing mutual
assistance pursuant to this Agreement, shall be liable to any other Party for more than the cost of the
mutual assistance related to the claim or damages.
ARTICLE 11. INDEMNIFICATION
Each of the Parties will indemnify, defend and hold harmless each other Party, members of its Board of
Directors, officers, employees and agents against and from any Third-Party Claims resulting from any
negligence or wilful misconduct of a Party's employees, agents, representatives or subcontractors of any
tier, their employees, agents or representatives in the performance or nonperformance of its obligations
under this Agreement or in any way related to this Agreement If a Third-Party Claim arising out of or in
connection with this Agreement results from the negligence of multiple Parties, including their employees,
agents, suppliers and subcontractors, each Party will bear liability with respect to the Third-Party Claim in
proportion to its own negligence.
ARTICLE 12. DISPUTE RESOLUTION
The Parties shall promptly resolve any conflicts arising under this Agreement and such resolution shall be
final. If applicable, adjustments to the charges will be made as required to reflect the discovery of errors or
omissions in the charges. If the Parties are unable to resolve any service, performance or budget issues or
I there is a material breach of this Agreement that has not been corrected within ninety (90) days,
representatives of the affected Parties will meet promptly to review and resolve those issues in good faith.
ARTICLE 13. TERMINATION FOR CONVENIENCE
A Party may terminate its participation in this Agreement either with respect to all, or part, of the mutual
assistance provided hereunder at any time and from time to time, for any reason or no reason, by giving
notice of termination to the other party as soon as reasonably possible.
4
Page 4
ARTICLE 14. CONFIDENTIAL INFORMATIONJNONDISCLOSURE
To the fullest extent allowed by law, the provision of mutual assistance or reimbursement for mutual
assistance provided pursuant to this Agreement shall not operate to impair or waive any privilege available
to any Party in connection with the mutual assistance, its provision or reimbursement thereof.
The Parties shall handle all information exchanged in the course of performing mutual assistance in
accordance with requirements for documenting and handling critical infrastructure information as defined by
the North American Electric Reliability Corporation Critical Infrastructure Protection Standards and will
further comply with non-disclosure requirements of other applicable regulations.
The Parties shall use good faith efforts at the termination or expiration of this Agreement to ensure that any
user access and passwords related to this Agreement are terminated.
ARTICLE 15. PERMIT1ED DISCLOSURE
Notwithstanding provisions of this Agreement to the contrary, each Party may disclose confidential
information:
(a)To the extant required by State Commissions, FERC, a court of competent jurisdiction or other
governmental authority or otherwise as required by Laws, including without limitation disclosure
obligations imposed under federal securities laws, provided that such Party has given the other
Party prior notice of such requirement when legally permissible to permit the other Party to take
such legal action to prevent the disclosure as It deems reasonable, appropriate or necessary, or
(b)On a need-to-know' basis under an obligation of confidentiality to its consultants, legal counsel,
affiliates, accountants, banks and other financing sources and their advisors.
ARTICLE 16. SUBCONTRACTORS
To the extent provided herein, the Parties shall be fully responsible for the acts or omissions of any
subcontractors of any tier and of all persons employed by such subcontractors and shall maintain complete
control over all such subcontractors, II being understood and agreed that anything not contained herein
shall not be deemed to create any contractual relation between the subcontractor of any tier and the
Parties.
ARTICLE 17. NONWAIVER
The failure of a Party to insist upon or enforce strict performance of any of the terms of this Agreement or to
exercise any rights herein shall not be construed as a waiver or relinquishment to any extent of its right to
enforce such terms or rights on any future occasion.
ARTICLE 18. SEVERABILiTY
Any provision of this Agreement prohibited or rendered unenforceable by operation of law shall be
ineffective only to the extent of such prohibition or unenforceabil'rty without invalidating the remaining
provisions of this Agreement.
ARTICLE 19. EN11RE AGREEMENT/DOCUMENTS INCORPORATED BY REFERENCE
All understandings, representations, warranties, agreements and referenced attachments, if any, existing
between the Parties regarding the subject matter hereof are merged into this Agreement, which fully and
completely express the agreement of the Parties with respect to the subject matter hereof.
This Agreement has been duly executed on behalf of the Parties as follows:
Page
- KERN RIVER GAS-TRANSMISSION COMPANY- MIDAMERICAN ENE ROY COMPANY
By:____________________
The: Title: 11
Name:
Date: Date: TL _/5.? ° / /
NORTHERN NATURAL GAS COMPANY PACIFICORP
By:_______________________ By:
Title: hUe: cyt 2 CFO
Name: __1(S+uvr-
Date: Date: I I
Page 6
KERN RIVER GAS TRANSMISSION COMPANY MJDAMR1OAI4 ENERGY COMPANY
By:Vll _1JiA By._________
Tilte: Chp1f4- Title: _i.iP. 4; t4ru 1i4_
Name: 1Y tLr QiicMa. Name: .
I Date: _Fe-l.raorg 15,
NO HERN NATURAL GAS COMPANY PACIFICORP
By. By:____________________
The:yP
Name: LJL Name:
Dates Z(Z/j/ Date:
Page
Appendix A
December 31, 2011 Affiliated Interest Report
Oregon Public Utility Commission orders approving transactions with affiliates
Affiliate Order No. Docket No. Date Approved
BNSF Railway Company 07-323 UI 269 July 27, 2007
10-090 U1292 March ll,2010
10-089 U1293 March 11, 2010
09-504 UT 288 December 28, 2009
Marmon Utility LLC (a Marmon Holdings, Inc. 11-189 UI 308 June 16, 2011
company) (a)
11-191 U1309 June l6,2011
11-200 U1311 June 22,2011
The Kerite Company (a Marmon Holdings, Inc. 10-409 UI 303 October 18, 2010
company)
Marmon/Keystone Corporation 12-143 UI 319 April 24, 2012
Wells Fargo Home Equity 08-165 UI 277 March 12, 2008
Wells Fargo Securities, LLC 11-423 UI 315 October 26, 2011
International Business Machines Corporation UI 321 Filed for approval in 2012.
Have not received approval yet.
MidAmerican Energy Holdings Company 06-305 UI 249 June 19, 2006
MHC Inc. 06-305 UI 249 June 19, 2006
MidAmerican Energy Company 06-305 UI 249 June 19, 2006
11-190 UI310 June l6,2011
11-400 UI316 October 6, 2011
HomeServices of America, Inc. 11-053 UI 304 February 11, 2011
08-165 UI 277 March 12, 2008
06-305 UI 249 June 19, 2006
Affiliate Order No. Docket No. Date Approved
Kern River Gas Transmission Company 09-503
06-683
06-305
11-400
UI 255 (1)
UT 255
UI 249
U1316
December 28, 2009
December 26, 2006
June 19, 2006
October 6, 2011
MidAmerican Energy Holdings Company Insurance
Services Ltd.
06-498 UI 253 August 24, 2006
CalEnergy Generation Operating Company 06-305 UI 249 June 19, 2006
Northern Natural Gas Company 11-400
06-305
UI 316
UI 249
October 6, 2011
June 19, 2006
Midwest Capital Group, Inc. 06-305 UI 249 June 19, 2006
MEC Construction Services Co. 06-305 UI 249 June 19, 2006
MEHC Investment, Inc. 06-305 UI 249 June 19, 2006
Cordova Energy Company LLC 06-305 UI 249 June 19, 2006
Northern Powergrid Holdings Company (formerly
CE Electric UK Funding Company)
06-305 UI 249 June 19, 2006
CE Philippines Ltd. 06-305 UI 249 June 19, 2006
Iowa Realty Co., Inc. 06-305 UI 249 June 19, 2006.
M&M Ranch Acquisition Company, LLC 06-305 UI 249 June 19, 2006
MidAmerican Funding, LLC 06-305 UI 249 June 19, 2006
Racom Corporation 11-276 UI 313 July 29, 2011
PPW Holdings LLC 06-305 UI 249 June 19, 2006
PacifiCorp Foundation 04-028 UI 223 January 15, 2004
Energy West Mining Company 91-513 UI 105 April 12, 1991
Interwest Mining Company 09-261 UI 286 July 7, 2009
Fossil Rock Fuels, LLC 11-482 UI 317 December 6, 2011
PacifiCorp Environmental Remediation Company 03-664 UI 220 November 18, 2003
Pacific Minerals, Inc. (Umbrella Loan Agreement) 06-353 UI 1 (11) July 7, 2006
Affiliate Order No. Docket No. Date Approved
Bridger Coal Company 01-472 UT 189 June 12, 2001
Trapper Mining Inc. 94-1550 Ui 140 October 12, 1994
Huntington Cleveland Irrigation Company 10-353 UT 300 September 10, 2010
Ferron Canal & Reservoir Company 10-345 UI 301 September 2, 2010
Cottonwood Creek Consolidated Irrigation
Company
11-332 Ui 312 August 26, 2011
(a) Hendrix Wire & Cable Corp., which was listed in Appendix Ain the 2010 Affiliated Interest
Report, was absorbed into Marmon Utility LLC.