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20130531Affiliated Interest Report 2012.pdf
May 31,2013 VIA ELECTRONIC FILING AND OVERNIGHT DELIVERY Idaho Public Utilities Commission 472 W est Washington Street Boise,ID 83720-5983 Attention: Jean Jewell Commission Secretary RE: CASE NO. PAC-E-05-08 AFFILIATED INTEREST REPORT FOR CALENDAR YEAR 2012 In accordance with MidAmerican Energy Holdings Company's Transaction Commitment #8 approved in Case No. PAC-E-05-08, enclosed for filing are two (2) copies of PacifiCorp's (d.b.a. Rocky Mountain Power) calendar year 2012 Affiliated Interest report. An electronic copy is also provided to secretary@puc.idaho.eov. By copy of this letter other parties are being provided notice of this frling. It is respectfully requested that all formal correspondence and Staff requests regarding this filing be addressed to the following: ROCKY MOUNTAIN FOWER By E-mail (prefened): By regular mail: :' -i. , i1r, I ;i t datarequest@pacifi corp. com Data Request Response Center PacifiCorp 825 NE Multnomah, Suite 2000 Portland, OR97232 201 South Main, Suite 2300 3 B safi Lake city, Utah 841 11 Informal inquiries regarding this filing, or requests for copies of the report, can be directed to Ted Weston at (801) 220-2963. Sincerely, *//% 6/a,,rt^,/ea- Jeffrey K. Larsen Vice President, Regulation & Govemment Affairs Enclosures cc do enclosure: Service List in Case No. PAC-E-05-08 ECE1VFD PacifiCorp tMjJ.H DHO R1LITIES CO S 10. Affiliated Interest Report For the year ended December 31,2012 Table of Contents I. Organization I. A. Officers and Directors 1. PacifiCorp Board of Directors and Committees of the Board of Directors 2. PacifiCorp Officers 3. PacifiCorp Officers and Directors with Affiliated Positions I. B. Changes in Ownership I. C. Affiliate Descriptions I. D. Financial Statements II. Transactions III. Loans IV. Debt Guarantees V. Other Transactions VI. Employee Transfers VII. Cost Allocations Intercompany Administrative Services Agreement 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 1.8 million retail customers, including residential, commercial, industrial, irrigation 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 10,579 megawatts. PacifiCorp also owns, or has interests in, electric transmission and distribution assets, and transmits electricity through approximately 16,200 miles of transmission lines. PacifiCorp also buys and sells electricity on the wholesale market with other utilities, energy marketing companies, financial institutions and other market participants to balance and optimize the economic benefits of electricity generation, retail loads and existing wholesale transactions. PacifiCorp is subject to comprehensive state and federal regulation. PacifiCorp’s principal executive offices are located at 825 N.E. Multnomah Street, Portland, Oregon 97232, and its telephone number is (503) 813-5608. 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 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, 2012, including Berkshire Hathaway affiliates. Subsidiaries of PacifiCorp as of December 31, 2012 Name of Subsidiary Approximate Percentage of Voting Securities Owned State of Jurisdiction of Incorporation or Organization (a) (b) (c) (d) (e) (f) (g) (h) (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) Glenrock Coal Company ceased mining operations in October 1999. (d) Pacific Minerals, Inc. is a wholly owned subsidiary of PacifiCorp that holds a 66.67% ownership interest in Bridger Coal Company. (e) Bridger Coal Company is a coal mining joint venture with Idaho Energy Resources Company, a subsidiary of Idaho Power Company, and is jointly controlled by Pacific Minerals, Inc. and Idaho Energy Resources Company. (f) Effective July 1, 2012, PacifiCorp Environmental Remediation Company ("PERCo"), a wholly owned subsidiary of PacifiCorp, was dissolved, and all assets and liabilities of PERCo were assumed by PacifiCorp. (g) PacifiCorp Investment Management, Inc. (“PIMI”) previously performed management services for PERCo. Effective July 1, 2012, PIMI was dissolved. (h) 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. (26.57%), PacifiCorp (21.40%) and Platte River Power Authority (19.93%). MidAmerican Energy Holdings Company* Organization Chart As of December 31, 2012 Berkshire Hathaway Inc. MidAmerican Energy Holdings Company PPW Holdings LLC MidAmerican Funding, LLC Northern Powergrid Holdings Company MidAmerican Renewables, LLC CalEnergy Philippines Kern River Gas Transmission Company Northern Natural Gas Company HomeServices of America, Inc. PacifiCorp 89.8% MidAmerican Energy Company *This chart does not include all subsidiaries of PacifiCorp or of its affiliates. For a list of certain subsidiaries of MEHC, refer to Exhibit 21.1 included in MEHC’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 001-14881). MidAmerican Transmission, LLC 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, 2012 2. PacifiCorp officers during the year ended December 31, 2012 3. PacifiCorp officers and directors with affiliated positions as of December 31, 2012 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, 2012, as indicated. Changes that occurred subsequent to December 31, 2012 (if any) are annotated. 1. PacifiCorp Board of Directors and Committees of the Board of Directors During the Year Ended December 31, 2012 Gregory E. Abel 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 1600 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 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 MidAmerican Energy Holdings Company level. 2. PacifiCorp Officers During the Year Ended December 31, 2012 Title Officer Address From To Officer at 12/31/2012 Elected During the Year Ended 12/31/2012 Resigned During the Year Ended 12/31/2012 Chairman of the Board of Directors and Chief Executive Officer Gregory E. Abel 666 Grand Avenue 29th Floor Des Moines, Iowa 50309 3/21/2006 Yes No No President and Chief Executive Officer, PacifiCorp Energy Micheal G. Dunn 1407 West North Temple Suite 320 2/1/2010 Yes No No Salt Lake City, Utah 84116 President and Chief Executive Officer, Rocky Mountain Power A. Richard Walje 201 South Main Suite 2300 Salt Lake City, Utah 84111 3/21/2006 Yes No No President and Chief Executive Officer, Pacific Power R. Patrick Reiten 825 NE Multnomah Suite 2000 9/15/2006 Yes No No Portland, Oregon 97232 Senior Vice President and Chief Financial Officer Douglas K. Stuver 825 NE Multnomah Suite 1900 3/1/2008 Yes No No Portland, Oregon 97232 3. PacifiCorp Officers and Directors with Affiliated Positions as of December 31, 2012 Abel, Gregory E. Business Entity Title Anderson, Douglas L Business Entity Title (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) Anderson, Douglas L. (continued) Business Entity Title CalEnergy Generation Operating Company Director CalEnergy Holdings, Inc. Director CalEnergy International Ltd. President & Assistant Secretary CalEnergy International Ltd. Director CalEnergy International Services, Inc. Director CalEnergy International, Inc. Director CalEnergy Pacific Holdings Corp. President CalEnergy Pacific Holdings Corp. Director CalEnergy U.K. Inc. Director CE Administrative Services, Inc. Director CE Asia Limited President & Assistant Secretary CE Asia Limited Director CE Black Rock Holdings LLC Manager (1) CE Butte Energy Holdings LLC Manager (1) CE Butte Energy LLC Manager (1) CE Casecnan II, Inc. Director CE Casecnan Ltd. Senior Vice President, General Counsel & Assistant Secretary CE Casecnan Ltd. Director CE Casecnan Water and Energy Company, Inc. Chairman CE Casecnan Water and Energy Company, Inc. Director CE Cebu Geothermal Power Company, Inc. Senior Vice President CE Cebu Geothermal Power Company, Inc. Director CE Electric (NY), Inc. Director CE Electric UK Holdings Director CE Electric, Inc. President CE Electric, Inc. Director CE Geothermal, Inc. Director CE International (Bermuda) Limited President & Assistant Secretary CE International (Bermuda) Limited Director CE International Investments, Inc. Director CE Luzon Geothermal Power Company, Inc. Senior Vice President CE Luzon Geothermal Power Company, Inc. Director CE Mahanagdong II, Inc. Senior Vice President & General Counsel CE Mahanagdong Ltd. President & Assistant Secretary CE Mahanagdong Ltd. Director CE Obsidian Energy LLC Manager (1) CE Obsidian Holding LLC Manager (1) CE Philippines II, Inc. Senior Vice President & General Counsel CE Philippines Ltd. President & Assistant Secretary CE Philippines Ltd. Director CE Power, Inc. President CE Power, Inc. Director CE Red Island Energy Holdings LLC Manager (1) CE Red Island Energy LLC Manager (1) CE Resource, LLC Manager (1) Cimmred Leasing Company Director Constellation Energy Holdings LLC President Constellation Energy Holdings LLC Manager (1) Cook Inlet Natural Gas Storage Alaska, LLC Manager (1) Cordova Funding Corporation Director Dakota Dunes Development Company Director DCCO Inc. Director HomeServices of America, Inc. Director Anderson, Douglas L. (continued) Business Entity Title HomeServices Relocation, LLC Manager (1) Kern River Funding Corporation Director Kern River Gas Transmission Company Executive Committee Member KR Acquisition 1, LLC Vice President & Secretary KR Acquisition 1, LLC Manager (1) KR Acquisition 2, LLC Vice President & Secretary KR Acquisition 2, LLC Manager (1) KR Holding, LLC Vice President & Secretary KR Holding, LLC Manager (1) M&M Ranch Acquisition Company, LLC Manager (1) M&M Ranch Holding Company, LLC Manager (1) Magma Netherlands B.V. Chairman & Chief Executive Officer Magma Netherlands B.V. Director MEC Construction Services Co. Director MEHC Canada, LLC Executive Vice President & General Counsel MEHC Canada, LLC Manager (1) MEHC Investment, Inc. Senior Vice President MEHC Investment, Inc. Director MEHC Merger Sub Inc. Corporate Secretary Metalogic Inspection Services Inc. Director MHC Inc. Senior Vice President, General Counsel & Assistant Secretary MHC Inc. Director MHC Investment Company Director MidAmerican AC Holding, LLC Manager (1) MidAmerican Canada Holdings Corporation Director MidAmerican Energy Holdings Company Executive Vice President, General Counsel & Corporate Secretary MidAmerican Energy Machining Services LLC Manager (1) MidAmerican Funding, LLC Manager (1) MidAmerican Geothermal, LLC Manager (1) MidAmerican Hydro, LLC Manager (1) MidAmerican Nuclear Energy Company, LLC Director MidAmerican Nuclear Energy Holdings Company, LLC Director MidAmerican Renewables, LLC Manager (1) MidAmerican Transmission, LLC Manager (1) MidAmerican Wind, LLC Manager (1) Midwest Capital Group, Inc. Director MWR Capital Inc. Director NNGC Acquisition, LLC Manager (1) Norming Investments B.V. Senior Vice President & General Counsel Northern Aurora, Inc. Director Northern Natural Gas Company Director Northern Powergrid Holdings Company Director Northern Powergrid Limited Director Ormoc Cebu Ltd. President & Assistant Secretary Ormoc Cebu Ltd. Director Pinyon Pines I Holding Company, LLC Manager (1) Pinyon Pines II Holding Company, LLC Manager (1) Pinyon Pines Wind I, LLC Manager (1) Pinyon Pines Wind II, LLC Manager (1) PPW Holdings, LLC Manager (1) Quad Cities Energy Company Director Anderson, Douglas L. (continued) Business Entity Title Stony Creek Holdings, LLC Manager (1) Sundial Holding, LLC Manager (1) Tongonan Power Investment, Inc. Chairman & Senior Vice President Tongonan Power Investment, Inc. Director Topaz Solar Farms LLC Manager (1) TPZ Holding, LLC Manager (1) Two Rivers Inc. Director Visayas Geothermal Power Company Senior Vice President & Assistant Corporate Secretary Dunn, Micheal G. Business Entity Title Centralia Mining Company President Centralia Mining Company Director Energy West Mining Company President Energy West Mining Company Director Glenrock Coal Company President Glenrock Coal Company Director Interwest Mining Company President Interwest Mining Company Director M&M Ranch Acquisition Company, LLC Chairman & President M&M Ranch Acquisition Company, LLC Manager (1) M&M Ranch Holding Company, LLC Chairman & President M&M Ranch Holding Company, LLC Manager (1) Pacific Minerals, Inc. President Pacific Minerals, Inc. Director Gale, Brent E. Business Entity Title MidAmerican Energy Holdings Company Senior Vice President Goodman, Patrick J. Business Entity Title Agua Caliente Solar Holdings LLC Manager (1) Agua Caliente Solar, LLC Manager (1) Alaska Gas Pipeline Company, LLC Manager (1) Alaska Gas Transmission Company, LLC Manager (1) Alaska Storage Holding Company, LLC Manager (1) American Pacific Finance Company President American Pacific Finance Company Director American Pacific Finance Company II President American Pacific Finance Company II Director AVSP 1A, LLC Manager (1) AVSP 1B, LLC Manager (1) AVSP 2A, LLC Manager (1) AVSP 2B, LLC Manager (1) AVSP Holding, LLC Manager (1) BG Energy Holding LLC Director BG Energy LLC Director Bishop Hill II Holdings, LLC Manager (1) Black Rock 1, LLC Manager (1) Black Rock 2, LLC Manager (1) Black Rock 3, LLC Manager (1) Goodman, Patrick J. (continued) Business Entity Title Black Rock 4, LLC Manager (1) Black Rock 5, LLC Manager (1) Black Rock 6, LLC Manager (1) Broken Bow Wind II Holdings, LLC Manager (1) CalEnergy Company, Inc. Director CalEnergy Generation Operating Company Director CalEnergy Holdings, Inc. Director CalEnergy International Ltd. Senior Vice President & Chief Financial Officer CalEnergy International Ltd. Director CalEnergy International Services, Inc. Director CalEnergy International, Inc. Director CalEnergy Pacific Holdings Corp. Director CalEnergy U.K. Inc. President CalEnergy U.K. Inc. Director CE Administrative Services, Inc. Director CE Asia Limited Senior Vice President & Chief Financial Officer CE Asia Limited Director CE Black Rock Holdings LLC Manager (1) CE Butte Energy Holdings LLC Manager (1) CE Butte Energy LLC Manager (1) CE Casecnan II, Inc. Director CE Casecnan Ltd. Senior Vice President & Chief Financial Officer CE Casecnan Ltd. Director CE Casecnan Water and Energy Company, Inc. Senior Vice President & Chief Financial Officer CE Casecnan Water and Energy Company, Inc. Director CE Cebu Geothermal Power Company, Inc. Senior Vice President & Chief Financial Officer CE Cebu Geothermal Power Company, Inc. Director CE Electric (NY), Inc. Director CE Electric UK Holdings Director CE Electric, Inc. Director CE Geothermal, Inc. Director CE International (Bermuda) Limited Senior Vice President & Chief Financial Officer CE International (Bermuda) Limited Director CE International Investments, Inc. President CE International Investments, Inc. Director CE Luzon Geothermal Power Company, Inc. Senior Vice President & Chief Financial Officer CE Luzon Geothermal Power Company, Inc. Director CE Mahanagdong II, Inc. Senior Vice President & Chief Financial Officer CE Mahanagdong Ltd. Senior Vice President & Chief Financial Officer CE Mahanagdong Ltd. Director CE Obsidian Energy LLC Manager (1) CE Obsidian Holding LLC Manager (1) CE Philippines II, Inc. Senior Vice President & Chief Financial Officer CE Philippines Ltd. Senior Vice President & Chief Financial Officer CE Philippines Ltd. Director CE Power, Inc. Director CE Resource, LLC Manager (1) Constellation Energy Holdings LLC Manager (1) Cook Inlet Natural Gas Storage Alaska, LLC Manager (1) HomeServices of America, Inc. Director HomeServices of America, Inc. Finance Committee Member HomeServices Relocation, LLC Manager (1) Kern River Funding Corporation Director Kern River Gas Transmission Company Executive Committee Member Goodman, Patrick J. (continued) Business Entity Title KR Acquisition 1, LLC Vice President, Treasurer & Assistant Secretary KR Acquisition 1, LLC Manager (1) KR Acquisition 2, LLC Vice President, Treasurer & Assistant Secretary KR Acquisition 2, LLC Manager (1) KR Holding, LLC Vice President & Treasurer KR Holding, LLC Manager (1) M&M Ranch Acquisition Company, LLC Manager (1) M&M Ranch Holding Company, LLC Member Magma Netherlands B.V. Senior Vice President Magma Netherlands B.V. Director MEHC Canada, LLC Executive Vice President & Chief Financial Officer MEHC Canada, LLC Manager (1) MEHC Insurance Services Ltd. President & Treasurer MEHC Insurance Services Ltd. Director MEHC Investment, Inc. President, Chief Financial Officer & Treasurer MEHC Investment, Inc. Director MEHC Merger Sub Inc. Senior Vice President MidAmerican AC Holding, LLC Manager (1) MidAmerican Canada Holdings Corporation Director MidAmerican Energy Holdings Company Executive Vice President & Chief Financial Officer MidAmerican Energy Machining Services LLC Manager (1) MidAmerican Funding, LLC Manager (1) MidAmerican Geothermal, LLC Manager (1) MidAmerican Hydro, LLC Manager (1) MidAmerican Nuclear Energy Company, LLC Director MidAmerican Nuclear Energy Holdings Company, LLC Director MidAmerican Solar, LLC Manager (1) MidAmerican Transmission, LLC Manager (1) MidAmerican Wind, LLC Manager (1) NNGC Acquisition, LLC Manager (1) Norming Investments B.V. Senior Vice President & Chief Financial Officer Northern Aurora, Inc. President Northern Aurora, Inc. Director Northern Electric plc. Director Northern Natural Gas Company Director Northern Powergrid Holdings Company Director Northern Powergrid Limited Director Ormoc Cebu Ltd. Senior Vice President & Chief Financial Officer Ormoc Cebu Ltd. Director Pinyon Pines I Holding Company, LLC Manager (1) Pinyon Pines II Holding Company, LLC Manager (1) Pinyon Pines Wind I, LLC Manager (1) Pinyon Pines Wind II, LLC Manager (1) PPW Holdings, LLC Manager (1) Solar Star Arizona Holding, LLC Manager (1) Solar Star Arizona II Holding, LLC Manager (1) Solar Star Arizona III Holding, LLC Manager (1) Solar Star Arizona IV Holding, LLC Manager (1) Solar Star California XIX, LLC Manager (1) Solar Star California XX, LLC Manager (1) Stony Creek Holdings, LLC Manager (1) Sundial Holding, LLC Manager (1) Tongonan Power Investment, Inc. Senior Vice President & Chief Financial Officer Goodman, Patrick J. (continued) Business Entity Title Tongonan Power Investment, Inc. Director Topaz Solar Farms LLC Manager (1) TPZ Holding, LLC Manager (1) Visayas Geothermal Power Company Senior Vice President & Chief Financial Officer Yorkshire Cayman Holding Limited Director Yorkshire Electricity Group plc Director Yorkshire Power Finance Limited Director Yorkshire Power Group Limited Director Moench, Mark C. Business Entity Title Reiten, R. Patrick Business Entity Title Stuver, Douglas K. Business Entity Title (1) Walje, A. Richard Business Entity Title (1) For LLCs, a manager is the equivalent of a director. I. 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, 2012 Effective July 1, 2012, PacifiCorp Environmental Remediation Company (“PERCo”), a wholly owned subsidiary of PacifiCorp, was dissolved, and all assets and liabilities of PERCo were assumed by PacifiCorp. PacifiCorp Investment Management, Inc. (“PIMI”), a wholly owned subsidiary of PacifiCorp, previously performed management services for PERCo. Effective July 1, 2012, PIMI was dissolved. Refer to Exhibit 21 of the Berkshire Hathaway Inc. (“Berkshire Hathaway”) Form 10-K (File No. 001- 14905) for a list of certain subsidiaries of MidAmerican Energy Holdings Company’s parent company, Berkshire Hathaway, as of December 31, 2012. Refer to Exhibit 21.1 of the MidAmerican Energy Holdings Company (“MEHC”) Form 10-K (File No. 001-14881) for a list of certain subsidiaries of MEHC as of December 31, 2012. 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 Affiliated Entity Affiliated interests of PacifiCorp are defined by Oregon Revised Statutes 757.015, Revised Code of Washington 80.16.010 and California Public Utilities Commission Decision 97-12-088, as amended by Decision 98-08-035, as having two or more officers or directors in common with PacifiCorp, or by meeting the ownership requirements of five percent direct or indirect ownership. In the ordinary course of business, PacifiCorp engaged in various transactions with several of its affiliated companies during the year ended December 31, 2012. Services provided by PacifiCorp and charged to affiliates related primarily to administrative services provided under the Intercompany Administrative Services Agreement (“IASA”) among MidAmerican Energy Holdings Company (“MEHC”) and its affiliates, as well as 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 IASA. Refer to Section III for information regarding the Umbrella Loan Agreement between PacifiCorp and Pacific Minerals, Inc. 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 Inc. (“Berskshire 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. PacifiCorp 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, 2012, Berkshire Hathaway held an 87% ownership interest in Marmon. Marmon is an international association of numerous manufacturing and service businesses in energy-related and other markets. During the year ended December 31, 2012, the following Marmon affiliates provided materials and equipment parts to PacifiCorp in the normal course of business: Marmon Utility LLC, Graver Water Systems, LLC and Marmon/Keystone Corporation. Wells Fargo & Company (“Wells Fargo”) – At December 31, 2012, Berkshire Hathaway held a nine percent 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. The Hartford Steam Boiler Inspection and Insurance Company (“Hartford Steam Boiler”) – At December 31, 2012, Berkshire Hathaway held an 11% 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, 2012, Berkshire Hathaway held a 13% 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 PacifiCorp with credit rating services. International Business Machines Corporation (“IBM”) – At December 31, 2012, Berkshire Hathaway held a six percent 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. IBM provides PacifiCorp with computer hardware and software and computer systems consulting and maintenance services. Lee Enterprises, Incorporated (“Lee Enterprises”) – During the second quarter of 2012, Berkshire Hathaway’s ownership in Lee Enterprises surpassed five percent of Lee Enterprises’ outstanding common shares, and subsequently fell to less than five percent during the third quarter of 2012. As a result, Lee Enterprises was an affiliate of PacifiCorp during the second and third quarters of 2012. Accordingly, this report reflects transactions between PacifiCorp and Lee Enterprises that occurred between April 1, 2012 and September 30, 2012. Lee Enterprises is a provider of local news and information and a platform for advertising through both print and digital platforms. Lee Enterprises provides PacifiCorp with job postings and legal notices in newspapers. DIRECTV – During the fourth quarter of 2012, Berkshire Hathaway’s ownership in DIRECTV surpassed five percent of DIRECTV’s outstanding common shares. As a result, DIRECTV became a PacifiCorp affiliate in the fourth quarter of 2012. Accordingly, this report reflects transactions between PacifiCorp and DIRECTV that occurred between October 1, 2012 and December 31, 2012. At December 31, 2012, Berkshire Hathaway held a six percent ownership interest in DIRECTV. DIRECTV is a provider of digital television entertainment. DIRECTV provides PacifiCorp with television programming. Symetra Life Insurance Company (“Symetra”) – At December 31, 2012, Berkshire Hathaway held a 13% ownership interest in Symetra 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, 2013, 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, Jr.,(1) a director of MEHC (5.5% ownership interest as of January 31, 2013) and Gregory E. Abel, PacifiCorp’s Chairman of the Board of Directors and Chief Executive Officer (0.8% ownership interest as of January 31, 2013). MEHC and its subsidiaries provide services to PacifiCorp under the IASA. PacifiCorp also provides services to MEHC and its subsidiaries under the IASA. Refer to Section VII for further discussion. (1) Excludes 2,878,000 shares held by family members and family 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 services to PacifiCorp under 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. MEC provides services to PacifiCorp under the IASA. PacifiCorp also provides services to MEC under the IASA. For information regarding equipment transfers between PacifiCorp and MEC, refer to Section V. HomeServices of America, Inc. (“HomeServices”) – a majority-owned subsidiary of MEHC. HomeServices is a full- service residential real estate brokerage firm whose services include relocation services, including to employees of PacifiCorp and its affiliates. PacifiCorp provides services to HomeServices under the IASA. 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. Kern River provides transportation of natural gas to certain of PacifiCorp’s generating facilities in Utah and provides services to PacifiCorp under the IASA. PacifiCorp also provides services to Kern River under 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. PacifiCorp has no equity interest in MEISL and has no obligation to contribute equity or loan funds to MEISL. The policy coverage period expired on March 20, 2011 and was not renewed; however, MEISL will continue to cover claims by PacifiCorp arising during the prior policy periods. CalEnergy Generation Operating Company (“CalEnergy Generation”) – an indirect 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 under the IASA. Northern Natural Gas Company (“Northern Natural”) – an indirect wholly owned subsidiary of MEHC. Northern Natural owns the largest interstate natural gas pipeline system in the United States, as measured by pipeline miles, which reaches from southern Texas to Michigan's Upper Peninsula. Northern Natural 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 under the IASA. Midwest Capital Group Inc. (“MCG”) – an indirect wholly owned subsidiary of MEHC. MCG holds a 100% interest in MHC Investment Company, as well as interests in other operating, financing and development companies. PacifiCorp provides services to MCG under the IASA. MEC Construction Services Co. (“MCS”) – an indirect wholly owned subsidiary of MEHC. MCS is a provider of non-regulated utility construction services. PacifiCorp provides services to MCS under the IASA. Cordova Energy Company LLC (“Cordova”) – an indirect wholly owned subsidiary of MEHC. Cordova owns a 537- megawatt natural gas-fueled electric generation facility in Illinois. PacifiCorp provides services to Cordova under the IASA. Northern Powergrid Holdings Company (“Northern Powergrid”) – an indirect wholly owned subsidiary of MEHC. Northern Powergrid owns two companies that distribute electricity in Great Britain: Northern Powergrid (Northeast) Limited and Northern Powergrid (Yorkshire) plc. Northern Powergrid 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 under the IASA. CalEnergy Philippines – a group of wholly owned and majority owned subsidiaries of MEHC located in the Philippines. The primary operating asset within this group is a 150-megawatt hydroelectric power generation project owned by CE Casecnan Water and Energy Company, Inc. PacifiCorp provides services to CalEnergy Philippines under 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 under the IASA. M&M Ranch Acquisition Company, LLC (“M&M Ranch”) - an indirect wholly owned subsidiary of MEHC. M&M Ranch holds real property and certain other development assets in Johnson County, Wyoming. M&M Ranch provides services to PacifiCorp under the IASA. MidAmerican Renewables, LLC (“MRE”) – a wholly owned subsidiary of MEHC. MRE was established to identify and invest in renewable energy projects. MRE provides services to PacifiCorp under the IASA. PacifiCorp also provides services to MRE under the IASA. Electric Transmission America, LLC (“ETA”) – a joint venture owned equally by MEHC America Transco, LLC, an indirect wholly owned subsidiary of MEHC, and subsidiaries of American Electric Power Company, Inc. ETA pursues transmission opportunities in North America outside of the Electric Reliability Council of Texas. PacifiCorp provides services to ETA under the IASA. Electric Transmission Texas, LLC (“ETT”) – a joint venture owned equally by MEHC Texas Transco, LLC, an indirect wholly owned subsidiary of MEHC, and subsidiaries of American Electric Power Company, Inc. ETT owns and operates electric transmission assets in the Electric Reliability Council of Texas. PacifiCorp provides services to ETT under the IASA. MEHC Canada, LLC (“MEHC Canada”) – a wholly owned subsidiary of MEHC. MEHC Canada invests in transmission and generation opportunities in Canada. PacifiCorp provides services to MEHC Canada under the IASA. Midwest Power Transmission Iowa, LLC (“MPTIA”) – an indirect wholly owned subsidiary of MEHC. MPTIA was established to identify and invest in transmission projects located in Iowa. PacifiCorp provides services to MPTIA under the IASA. Midwest Power Transmission Illinois, LLC (“MPTIL”) – an indirect wholly owned subsidiary of MEHC. MPTIL was established to identify and invest in transmission projects located in Illinois. PacifiCorp provides services to MPTIL under the IASA. Pinyon Pines Wind I, LLC (“Pinyon Pines I”) – an indirect wholly owned subsidiary of MEHC. Pinyon Pines I owns and operates a 168-megawatt wind project located near Tehachapi, California. PacifiCorp provides services to Pinyon Pines I under the IASA. Pinyon Pines Wind II, LLC (“Pinyon Pines II”) – an indirect wholly owned subsidiary of MEHC. Pinyon Pines II owns and operates a 132-megawatt wind project located near Tehachapi, California. PacifiCorp provides services to Pinyon Pines II under the IASA. Bishop Hill Interconnection LLC (“BH Interconnection”) – 50% owned by Bishop Hill Energy II, LLC, an indirect wholly owned subsidiary of MEHC. BH Interconnection provides transmission service to Bishop Hill Energy II, LLC. PacifiCorp provides services to BH Interconnection under the IASA. MidAmerican Transmission, LLC (“MTL”) – a wholly owned subsidiary of MEHC. MTL is engaged in various joint ventures to develop, own and operate transmission assets and is pursuing additional investment opportunities in both the United States and Canada. PacifiCorp provides services to MTL under the IASA. Topaz Solar Farms LLC (“Topaz”) – an indirect wholly owned subsidiary of MEHC. Topaz is constructing a 586- megawatt solar project in San Luis Obispo County, California. PacifiCorp provides services to Topaz under the IASA. Racom Corporation (“Racom”) – At December 31, 2012, MHC Investment Company, an indirect wholly owned subsidiary of MEHC, held a 17% ownership interest in Racom. Racom is a provider of 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 a 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 PacifiCorp, 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. PacifiCorp provides administrative services to Energy West. Energy West costs are fully absorbed by PacifiCorp. Interwest Mining Company (“Interwest Mining”) – a wholly owned subsidiary of PacifiCorp, Interwest Mining manages PacifiCorp's mining operations and charges management services to Pacific Minerals, Inc., Bridger Coal Company, Energy West and Fossil Rock Fuels, LLC. Interwest Mining charges a management fee to Energy West and Pacific Minerals, Inc. that is intended to compensate it, without profit, for its cost of managing these entities. PacifiCorp provides financial support services and employee benefits 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 are absorbed by PacifiCorp, Pacific Minerals, Inc., Bridger Coal Company, Energy West and Fossil Rock Fuels, LLC. Fossil Rock Fuels, LLC (“Fossil Rock”) – a wholly owned subsidiary of PacifiCorp. Fossil Rock serves as the leaseholder for certain coal reserves and may ultimately provide coal-mining services to PacifiCorp. PacifiCorp Environmental Remediation Company (“PERCo”) – a wholly owned subsidiary of PacifiCorp that evaluated, managed and resolved certain environmental remediation activities on behalf of PacifiCorp utilizing PacifiCorp’s employees. PERCo was dissolved on July 1, 2012 and all assets and liabilities of PERCo were assumed by PacifiCorp. Pacific Minerals, Inc. (“PMI”) – a wholly owned subsidiary of PacifiCorp that owns 66.67% of Bridger Coal Company, the coal mining joint venture with Idaho Energy Resources Company (“IERC”), a subsidiary of Idaho Power Company. PMI is the entity that employs the individuals that work for Bridger Coal Company. Bridger Coal Company (“Bridger Coal”) – a coal mining joint venture between PMI and IERC. PMI 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 the 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 HCIC’s 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. In 2012, CCCIC leased certain property from PacifiCorp. I. D. Financial Statements Financial statements or trial balances for the year ended December 31, 2012 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. At times, entities controlled by PacifiCorp directly transact with one another. Additionally, entities controlled by PacifiCorp may transact directly with MidAmerican Energy Holdings Company and its subsidiaries. As PacifiCorp is not party to these transactions, such transactions have been excluded from the tables presented on the following pages and instead are disclosed in the footnotes to the tables. BNSF Railway Company Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Rail services $ 34,155,587 $ - Right-of-way fees 37,107 - Total $ 34,192,694 $ - 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 based on negotiated prices 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, 2012 (File No. 1-6324) at www.sec.gov. 15 BNSF Railway Company and Subsidiaries Consolidated Statements of Income In millions Successor Predecessor Year Ended Year Ended February 13 – December 31, 2010 January 1 – February 12, 2010 December 31, 2012 December 31, 2011 Revenues $ 20,478 $ 19,229 $ 14,835 $ 1,768 Operating expenses: Compensation and benefits 4,472 4,288 3,544 439 Fuel 4,459 4,267 2,687 329 Purchased services 2,122 2,009 1,787 211 Depreciation and amortization 1,888 1,807 1,531 192 Equipment rents 810 779 670 97 Materials and other 764 808 652 1 Total operating expenses 14,515 13,958 10,871 1,269 Operating income 5,963 5,271 3,964 499 Interest expense 55 73 72 16 Interest income, related parties (57)(32)(15)(1) Other expense, net 11 10 8 2 Income before income taxes 5,954 5,220 3,899 482 Income tax expense 2,234 1,947 1,517 200 Net income $ 3,720 $ 3,273 $ 2,382 $ 282 See accompanying Notes to Consolidated Financial Statements. Table of Contents 17 BNSF Railway Company and Subsidiaries Consolidated Balance Sheets In millions Successor December 31, 2012 December 31, 2011 Assets Current assets: Cash and cash equivalents $ 350 $ 293 Accounts receivable, net 1,146 1,265 Materials and supplies 800 739 Current portion of deferred income taxes 340 295 Other current assets 145 190 Total current assets 2,781 2,782 Property and equipment, net of accumulated depreciation of $1,623 and $1,056, respectively 50,056 48,033 Goodwill 14,803 14,803 Intangible assets, net 1,114 1,420 Other assets 1,870 1,949 Total assets $ 70,624 $ 68,987 Liabilities and Stockholder’s Equity Current liabilities: Accounts payable and other current liabilities $ 2,970 $ 3,093 Long-term debt due within one year 203 226 Total current liabilities 3,173 3,319 Deferred income taxes 16,510 15,847 Long-term debt 1,622 1,845 Intangible liabilities, net 1,214 1,496 Casualty and environmental liabilities 750 905 Pension and retiree health and welfare liability 786 769 Other liabilities 944 998 Total liabilities 24,999 25,179 Commitments and contingencies (see Notes 5, 12 and 13) Stockholder’s equity: Common stock, $1 par value, 1,000 shares authorized; issued and outstanding and paid-in-capital 42,920 42,920 Retained earnings 9,375 5,655 Intercompany notes receivable (6,425)(4,564) Accumulated other comprehensive loss (245)(203) Total stockholder’s equity 45,625 43,808 Total liabilities and stockholder’s equity $ 70,624 $ 68,987 See accompanying Notes to Consolidated Financial Statements. Table of Contents Marmon Utility LLC Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Materials $ 112,701 $ - Total $ 112,701 $ - 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 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. Graver Water Systems, LLC Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Equipment parts $ 3,739 $ - Total $ 3,739 $ - 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 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. Marmon/Keystone Corporation Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Materials $ 354 $ - Total $ 354 $ - 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. Wells Fargo & Company Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Natural gas swaps (a) $ 17,545,110 $ - Banking fees 2,505,567 - Total $ 20,050,677 $ - 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) Represents the financial impact realized on natural gas swaps during the year ended December 31, 2012. In conjunction with these swap arrangements, PacifiCorp had no collateral at Wells Fargo & Company at December 31, 2012. Please refer to further discussion below. (b) Wells Fargo & Company provides financial services to PacifiCorp 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 accounted for as derivatives, including forwards, 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, 2012. For further information on the following financial statements, refer to Wells Fargo & Company’s Form 10-K for the year ended December 31, 2012 (File No. 001-2979) at www.sec.gov. 121 Wells Fargo & Company and Subsidiaries Consolidated Statement of Income Year ended December 31, (in millions, except per share amounts) 2012 2011 2010 Interest income Trading assets $ 1,358 1,440 1,098 Securities available for sale 8,098 8,475 9,666 Mortgages held for sale 1,825 1,644 1,736 Loans held for sale 41 58 101 Loans 36,482 37,247 39,760 Other interest income 587 548 435 Total interest income 48,391 49,412 52,796 Interest expense Deposits 1,727 2,275 2,832 Short-term borrowings 79 80 92 Long-term debt 3,110 3,978 4,888 Other interest expense 245 316 227 Total interest expense 5,161 6,649 8,039 Net interest income 43,230 42,763 44,757 Provision for credit losses 7,217 7,899 15,753 Net interest income after provision for credit losses 36,013 34,864 29,004 Noninterest income Service charges on deposit accounts 4,683 4,280 4,916 Trust and investment fees 11,890 11,304 10,934 Card fees 2,838 3,653 3,652 Other fees 4,519 4,193 3,990 Mortgage banking 11,638 7,832 9,737 Insurance 1,850 1,960 2,126 Net gains from trading activities 1,707 1,014 1,648 Net gains (losses) on debt securities available for sale (1) (128) 54 (324) Net gains from equity investments (2) 1,485 1,482 779 Operating leases 567 524 815 Other 1,807 1,889 2,180 Total noninterest income 42,856 38,185 40,453 Noninterest expense Salaries 14,689 14,462 13,869 Commission and incentive compensation 9,504 8,857 8,692 Employee benefits 4,611 4,348 4,651 Equipment 2,068 2,283 2,636 Net occupancy 2,857 3,011 3,030 Core deposit and other intangibles 1,674 1,880 2,199 FDIC and other deposit assessments 1,356 1,266 1,197 Other 13,639 13,286 14,182 Total noninterest expense 50,398 49,393 50,456 Income before income tax expense 28,471 23,656 19,001 Income tax expense 9,103 7,445 6,338 Net income before noncontrolling interests 19,368 16,211 12,663 Less: Net income from noncontrolling interests 471 342 301 Wells Fargo net income $ 18,897 15,869 12,362 Less: Preferred stock dividends and other 898 844 730 Wells Fargo net income applicable to common stock $ 17,999 15,025 11,632 Per share information Earnings per common share $ 3.40 2.85 2.23 Diluted earnings per common share 3.36 2.82 2.21 Dividends declared per common share 0.88 0.48 0.20 Average common shares outstanding 5,287.6 5,278.1 5,226.8 Diluted average common shares outstanding 5,351.5 5,323.4 5,263.1 (1) Total other-than-temporary impairment (OTTI) losses (gains) were $3 million, $349 million and $500 million for the year ended December 31, 2012, 2011 and 2010, respectively. Of total OTTI, losses of $240 million, $423 million and $672 million were recognized in earnings, and gains of $(237) million, $(74) million and $(172) million were recognized as non-credit-related OTTI in other comprehensive income for the year ended December 31, 2012, 2011 and 2010, respectively. (2) Includes OTTI losses of $176 million, $288 million and $268 million for the year ended December 31, 2012, 2011 and 2010, respectively. The accompanying notes are an integral part of these statements. 123 Wells Fargo & Company and Subsidiaries Consolidated Balance Sheet December 31, (in millions, except shares) 2012 2011 Assets Cash and due from banks $ 21,860 19,440 Federal funds sold, securities purchased under resale agreements and other short-term investments 137,313 44,367 Trading assets 57,482 77,814 Securities available for sale 235,199 222,613 Mortgages held for sale (includes $42,305 and $44,791 carried at fair value) 47,149 48,357 Loans held for sale (includes $6 and $1,176 carried at fair value) 110 1,338 Loans (includes $6,206 and $5,916 carried at fair value) 799,574 769,631 Allowance for loan losses (17,060) (19,372) Net loans 782,514 750,259 Mortgage servicing rights: Measured at fair value 11,538 12,603 Amortized 1,160 1,408 Premises and equipment, net 9,428 9,531 Goodwill 25,637 25,115 Other assets 93,578 101,022 Total assets (1) $ 1,422,968 1,313,867 Liabilities Noninterest-bearing deposits $ 288,207 244,003 Interest-bearing deposits 714,628 676,067 Total deposits 1,002,835 920,070 Short-term borrowings 57,175 49,091 Accrued expenses and other liabilities 76,668 77,665 Long-term debt (includes $1 and $0 carried at fair value) 127,379 125,354 Total liabilities (2) 1,264,057 1,172,180 Equity Wells Fargo stockholders' equity: Preferred stock 12,883 11,431 Common stock – $1-2/3 par value, authorized 9,000,000,000 shares; issued 5,481,811,474 shares and 5,358,522,061 shares 9,136 8,931 Additional paid-in capital 59,802 55,957 Retained earnings 77,679 64,385 Cumulative other comprehensive income 5,650 3,207 Treasury stock – 215,497,298 shares and 95,910,425 shares (6,610) (2,744) Unearned ESOP shares (986) (926) Total Wells Fargo stockholders' equity 157,554 140,241 Noncontrolling interests 1,357 1,446 Total equity 158,911 141,687 Total liabilities and equity $ 1,422,968 1,313,867 (1) Our consolidated assets at December 31, 2012 and December 31, 2011, 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, $260 million and $321 million; Trading assets, $114 million and $293 million; Securities available for sale, $2.8 billion and $3.3 billion; Mortgages held for sale, $469 million and $444 million; Net loans, $10.6 billion and $12.0 billion; Other assets, $457 million and $1.9 billion, and Total assets, $14.6 billion and $18.2 billion, respectively. (2) Our consolidated liabilities at December 31, 2012 and December 31, 2011, include the following VIE liabilities for which the VIE creditors do not have recourse to Wells Fargo: Short-term borrowings, $0 and $24 million; Accrued expenses and other liabilities, $134 million and $175 million; Long-term debt, $3.5 billion and $4.9 billion; and Total liabilities, $3.6 billion and $5.1 billion, respectively. The accompanying notes are an integral part of these statements. The Hartford Steam Boiler Inspection and Insurance Company Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Transformer oil and gas analysis $ 20,741 $ - Total $ 20,741 $ - 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) 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, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Rating agency fees $ 517,067 $ - Total $ 517,067 $ - 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, 2012 (File No. 1-14037) at www.sec.gov. MOODY’S CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in millions, except per share data) Year Ended December 31, 2012 2011 2010 Revenue $ 2,730.3 $ 2,280.7 $ 2,032.0 Expenses Operating 795.0 683.5 604.8 Selling, general and administrative 752.2 629.6 588.0 Goodwill impairment charge 12.2 — — Restructuring —— 0.1 Depreciation and amortization 93.5 79.2 66.3 Total expenses 1,652.9 1,392.3 1,259.2 Operating income 1,077.4 888.4 772.8 Interest income (expense), net (63.8)(62.1) (52.5) Other non-operating income (expense), net 10.4 13.5 (5.9) Non-operating income (expense), net (53.4)(48.6) (58.4) Income before provision for income taxes 1,024.0 839.8 714.4 Provision for income taxes 324.3 261.8 201.0 Net income 699.7 578.0 513.4 Less: Net income attributable to noncontrolling interests 9.7 6.6 5.6 Net income attributable to Moody’s $ 690.0 $ 571.4 $ 507.8 Earnings per share Basic $ 3.09 $ 2.52 $ 2.16 Diluted $ 3.05 $ 2.49 $ 2.15 Weighted average shares outstanding Basic 223.2 226.3 235.0 Diluted 226.6 229.4 236.6 The accompanying notes are an integral part of the consolidated financial statements. MOODY’S 2012 10-K 65 MOODY’S CORPORATION CONSOLIDATED BALANCE SHEETS (Amounts in millions, except share and per share data) December 31, 2012 2011 ASSETS Current assets: Cash and cash equivalents $ 1,755.4 $ 760.0 Short-term investments 17.9 14.8 Accounts receivable, net of allowances of $29.1 in 2012 and $28.0 in 2011 621.8 489.8 Deferred tax assets, net 38.7 82.2 Other current assets 91.9 77.6 Total current assets 2,525.7 1,424.4 Property and equipment, net 307.1 326.8 Goodwill 637.1 642.9 Intangible assets, net 226.5 253.6 Deferred tax assets, net 168.5 146.4 Other assets 96.0 82.0 Total assets $ 3,960.9 $ 2,876.1 LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable and accrued liabilities $ 555.3 $ 452.3 Unrecognized tax benefits —90.0 Current portion of long-term debt 63.8 71.3 Deferred revenue 545.8 520.4 Total current liabilities 1,164.9 1,134.0 Non-current portion of deferred revenue 94.9 97.7 Long-term debt 1,607.4 1,172.5 Deferred tax liabilities, net 58.1 49.6 Unrecognized tax benefits 156.6 115.4 Other liabilities 410.1 404.8 Total liabilities 3,492.0 2,974.0 Contingencies (Note 17) Redeemable noncontrolling interest 72.3 60.5 Shareholders’ equity (deficit): Preferred stock, par value $.01 per share; 10,000,000 shares authorized; no shares issued and outstanding —— Series common stock, par value $.01 per share; 10,000,000 shares authorized; no shares issued and outstanding —— Common stock, par value $.01 per share; 1,000,000,000 shares authorized; 342,902,272 shares issued at December 31, 2012 and December 31, 2011, respectively.3.4 3.4 Capital surplus 365.1 394.5 Retained earnings 4,713.3 4,176.1 Treasury stock, at cost; 119,650,254 and 120,462,232 shares of common stock at December 31, 2012 and December 31, 2011, respectively (4,614.5)(4,635.5) Accumulated other comprehensive loss (82.1)(107.5) Total Moody’s shareholders’ equity (deficit)385.2 (169.0) Noncontrolling interests 11.4 10.6 Total shareholders’ equity (deficit)396.6 (158.4) Total liabilities, redeemable noncontrolling interest and shareholders’ equity (deficit)$ 3,960.9 $ 2,876.1 The accompanying notes are an integral part of the consolidated financial statements. MOODY’S 2012 10-K 67 International Business Machines Corporation Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Computer hardware and software and computer systems consulting and maintenance services $ 2,167,361 $ - Total $ 2,167,361 $ - 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) International Business Machines Corporation 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, 2012 (File No. 1-2360) at www.sec.gov. 7070 Consolidated Statement of Earnings International Business Machines Corporation and Subsidiary Companies ($ in millions except per share amounts) For the year ended December 31:Notes 2012 2011 2010 Revenue Services $ 59,453 $ 60,721 $56,868 Sales 43,014 44,063 40,736 Financing 2,040 2,132 2,267 Total revenue 104,507 106,916 99,870 Cost Services 39,166 40,740 38,383 Sales 13,956 14,973 14,374 Financing 1,087 1,065 1,100 Total cost 54,209 56,778 53,857 Gross profit 50,298 50,138 46,014 Expense and other income Selling, general and administrative 23,553 23,594 21,837 Research, development and engineering O 6,302 6,258 6,026 Intellectual property and custom development income (1,074)(1,108)(1,154) Other (income) and expense (843)(20)(787) Interest expense D&J 459 411 368 Total expense and other income 28,396 29,135 26,291 Income before income taxes 21,902 21,003 19,723 Provision for income taxes N 5,298 5,148 4,890 Net income $ 16,604 $ 15,855 $14,833 Earnings per share of common stock Assuming dilution P $ 14.37 $ 13.06 $ 11.52 Basic P $ 14.53 $ 13.25 $ 11.69 Weighted-average number of common shares outstanding Assuming dilution 1,155,449,317 1,213,767,985 1,287,355,388 Basic 1,142,508,521 1,196,951,006 1,268,789,202 Amounts may not add due to rounding. The accompanying notes on pages 76 through 138 are an integral part of the financial statements. 7272 Consolidated Statement of Financial Position International Business Machines Corporation and Subsidiary Companies ($ in millions except per share amounts) At December 31:Notes 2012 2011 Assets Current assets Cash and cash equivalents $ 10,412 $ 11,922 Marketable securities D 717 0 Notes and accounts receivable—trade (net of allowances of $255 in 2012 and $256 in 2011)10,667 11,179 Short-term financing receivables (net of allowances of $288 in 2012 and $311 in 2011)F 18,038 16,901 Other accounts receivable (net of allowances of $17 in 2012 and $11 in 2011)1,873 1,481 Inventories E 2,287 2,595 Deferred taxes N 1,415 1,601 Prepaid expenses and other current assets 4,024 5,249 Total current assets 49,433 50,928 Property, plant and equipment G 40,501 40,124 Less: Accumulated depreciation G 26,505 26,241 Property, plant and equipment—net G 13,996 13,883 Long-term financing receivables (net of allowances of $66 in 2012 and $38 in 2011)F 12,812 10,776 Prepaid pension assets S 945 2,843 Deferred taxes N 3,973 3,503 Goodwill I 29,247 26,213 Intangible assets—net I 3,787 3,392 Investments and sundry assets H 5,021 4,895 Total assets $ 119,213 $ 116,433 Liabilities and equity Current liabilities Taxes N $ 4,948 $ 3,313 Short-term debt D&J 9,181 8,463 Accounts payable 7,952 8,517 Compensation and benefits 4,745 5,099 Deferred income 11,952 12,197 Other accrued expenses and liabilities 4,847 4,535 Total current liabilities 43,625 42,123 Long-term debt D&J 24,088 22,857 Retirement and nonpension postretirement benefit obligations S 20,418 18,374 Deferred income 4,491 3,847 Other liabilities K 7,607 8,996 Total liabilities 100,229 96,197 Contingencies and commitments M Equity L IBM stockholders’ equity Common stock, par value $.20 per share, and additional paid-in capital 50,110 48,129 Shares authorized: 4,687,500,000 Shares issued (2012—2,197,561,159; 2011—2,182,469,838) Retained earnings 117,641 104,857 Treasury stock, at cost (shares: 2012—1,080,193,483; 2011—1,019,287,274)(123,131)(110,963) Accumulated other comprehensive income/(loss)(25,759)(21,885) Total IBM stockholders’ equity 18,860 20,138 Noncontrolling interests A 124 97 Total equity 18,984 20,236 Total liabilities and equity $ 119,213 $ 116,433 Amounts may not add due to rounding. The accompanying notes on pages 76 through 138 are an integral part of the financial statements. Lee Enterprises, Incorporated Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services (a) PacifiCorp Provided Services Job postings and legal notices $ 7,041 $ - Total $ 7,041 $ - 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 second quarter of 2012, Berkshire Hathaway Inc.’s ownership in Lee Enterprises, Incorporated surpassed five percent of Lee Enterprises, Incorporated’s outstanding common shares, and subsequently fell to less than five percent during the third quarter of 2012. As a result, Lee Enterprises, Incorporated was an affiliate of PacifiCorp during the second and third quarters of 2012. Accordingly, this report reflects transactions between PacifiCorp and Lee Enterprises, Incorporated that occurred between April 1, 2012 and September 30, 2012. (b) Lee Enterprises, Incorporated provides services to PacifiCorp in the normal course of business at standard pricing. For further information on the following financial statements, refer to Lee Enterprises, Incorporated’s Form 10-K for the year ended September 30, 2012 (File No. 1-6227) at www.sec.gov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ffiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services (a) PacifiCorp Provided Services Television programming $ 594 $ - Total $ 594 $ - 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 2012, Berkshire Hathaway Inc.’s ownership in DIRECTV surpassed five percent of DIRECTV’s outstanding common shares. As a result, DIRECTV became a PacifiCorp affiliate in the fourth quarter of 2012. Accordingly, this report reflects transactions between PacifiCorp and DIRECTV that occurred between October 1, 2012 and December 31, 2012. (b) DIRECTV provides services to PacifiCorp in the normal course of business at standard pricing. For further information on the following financial statements, refer to DIRECTV’s Form 10-K for the year ended December 31, 2012 (File No. 1-34554) at www.sec.gov. DIRECTV CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, 2012 2011 2010 (Dollars in Millions, Except Per Share Amounts) Revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $29,740 $27,226 $24,102 Operating costs and expenses Costs of revenues, exclusive of depreciation and amortization expense Broadcast programming and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13,028 11,655 10,074 Subscriber service expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2,137 1,911 1,681 Broadcast operations expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 414 389 350 Selling, general and administrative expenses, exclusive of depreciation and amortization expense Subscriber acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3,397 3,390 3,005 Upgrade and retention costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,427 1,327 1,169 General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,815 1,576 1,445 Depreciation and amortization expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2,437 2,349 2,482 Total operating costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24,655 22,597 20,206 Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5,085 4,629 3,896 Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 34 39 Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .(842) (763) (557) Liberty transaction and related gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 67 Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140 84 69 Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4,442 3,984 3,514 Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .(1,465) (1,348) (1,202) Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2,977 2,636 2,312 Less: Net income attributable to noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .(28) (27) (114) Net income attributable to DIRECTV. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,949 $ 2,609 $ 2,198 60 DIRECTV CONSOLIDATED STATEMENTS OF OPERATIONS—(continued) Years Ended December 31, 2012 2011 2010 (Dollars in Millions, Except Per Share Amounts) Net income attributable to DIRECTV common stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,949 $ 2,609 $ 2,014 Net income attributable to DIRECTV Class B common stockholders, for the period of January 1, 2010 through June 16, 2010, including $160 million exchange inducement value for the Malone Transaction (Note 15). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 184 Net income attributable to DIRECTV. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,949 $ 2,609 $ 2,198 Basic earnings attributable to DIRECTV common stockholders per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4.62 $ 3.49 $ 2.31 Diluted earnings attributable to DIRECTV common stockholders per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4.58 $ 3.47 $ 2.30 Basic and diluted earnings attributable to DIRECTV Class B common stockholders per common share, for the period of January 1, 2010 through June 16, 2010, including $160 million exchange inducement value for the Malone Transaction (Note 15). . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ — $8.44 Weighted average number of common shares outstanding (in millions): Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 638 747 870 Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 644 752 876 Weighted average number of Class B common shares outstanding, for the period of January 1, 2010 through June 16, 2010 (in millions): Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 22 Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 22 Weighted average number of total common shares outstanding (in millions): Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 638 747 880 Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 644 752 886 The accompanying notes are an integral part of these Consolidated Financial Statements. 61 DIRECTV CONSOLIDATED BALANCE SHEETS December 31, 2012 2011 (Dollars in Millions, Except Share Data) ASSETS Current assets Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,902 $ 873 Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2,696 2,474 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 412 280 Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73 62 Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 471 552 Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5,554 4,241 Satellites, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2,357 2,215 Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6,038 5,223 Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4,063 4,097 Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 832 909 Investments and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,711 1,738 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$20,555 $18,423 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,618 $ 4,210 Unearned subscriber revenues and deferred credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 565 533 Short-term borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 358 — Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5,541 4,743 Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17,170 13,464 Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,672 1,771 Other liabilities and deferred credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,203 1,287 Commitments and contingencies Redeemable noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400 265 Stockholders’ deficit Common stock and additional paid-in capital—$0.01 par value, 3,950,000,000 and 3,947,000,000 shares authorized, 586,839,817 and 691,306,695 shares issued and outstanding of DIRECTV common stock at December 31, 2012 and December 31, 2011, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4,021 4,799 Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .(9,210) (7,750) Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .(242) (156) Total stockholders’ deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .(5,431) (3,107) Total liabilities and stockholders’ deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$20,555 $18,423 The accompanying notes are an integral part of these Consolidated Financial Statements. 63 Symetra Life Insurance Company Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided 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 $277,400. 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, 2012 (File No. 001-33808) at www.sec.gov. 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·²½±³» °»® ½±³³±² ¸¿®»æ Þ¿·½ ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ü ïòìç ü ïòìî ü ïòìí Ü·´«¬»¼ ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ü ïòìç ü ïòìî ü ïòìí É»·¹¸¬»¼ó¿ª»®¿¹» ²«³¾»® ±º ½±³³±² ¸¿®» ±«¬¬¿²¼·²¹æ Þ¿·½ ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ïíèòðïè ïíéòìçï ïíëòêðç Ü·´«¬»¼ ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ïíèòðîì ïíéòëðí ïíëòêïè Ý¿¸ ¼·ª·¼»²¼ ¼»½´¿®»¼ °»® ½±³³±² ¸¿®» ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ò ü ðòîè ü ðòîí ü ðòïë Í»» ¿½½±³°¿²§·²¹ ²±¬»ò ïïê MidAmerican Energy Holdings Company Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ 10,423,677 $ 118,447 Total $ 10,423,677 $ 118,447 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amounts in the table above reflect the cost of the services. The following amounts are excluded from the table above: Convenience payments made to vendors by MidAmerican Energy Holdings Company (“MEHC”) on behalf of, and charged to, PacifiCorp in the amount of $201,164. Convenience payments made to vendors by PacifiCorp on behalf of, and charged to, MEHC in the amount of $60,855. Reimbursements by MEHC for payments made by PacifiCorp to its employees under the long-term incentive plan (“LTIP”) maintained by MEHC upon vesting of the awards and reimbursements of deferred compensation and annual incentive payments associated with transferred employees. Amounts charged to PacifiCorp for awards granted to PacifiCorp employees under the LTIP are included in the PacifiCorp received services above. Services provided by MEHC to PacifiCorp Environmental Remediation Company in the amount of $1,554. For information regarding income tax-related transactions between PacifiCorp and MEHC, refer to Section V. For further information on the following financial statements, refer to MEHC’s Form 10-K for the year ended December 31, 2012 (File No. 001-14881) at www.sec.gov. PacifiCorp is included in the following financial statements as a consolidated subsidiary of MEHC. MHC Inc. Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ 756,131 $ - Total $ 756,131 $ - 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The 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, 2012 (File No. 333-90553) at www.sec.gov. MidAmerican Energy Company Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services (a) PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ 3,881,498 $ 1,209,082 Total $ 3,881,498 $ 1,209,082 Basis of pricing (b) (b) Cost of service (b) (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) PacifiCorp received services includes $218,222 of charges that were capitalized and $9,559 of amounts that were ultimately reimbursed by joint owners of PacifiCorp’s generating facilities. (b) Services were performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amounts in the table above reflect the cost of the services. The following amounts are excluded from the table above: Convenience payments made to vendors by MidAmerican Energy Company (“MEC”) on behalf of, and charged to, PacifiCorp in the amount of $304,444. Convenience payments made to vendors by MEC on behalf of, and charged to, Energy West Mining Company in the amount of $700. Services provided by MEC to PacifiCorp Foundation in the amount of $584. Services provided by MEC to Energy West Mining Company in the amount of $98,577. Services provided by MEC to Bridger Coal Company in the amount of $31,630. For information regarding equipment transfers between PacifiCorp and MEC, refer to Section V. For further information on the following financial statements, refer to MEC’s Form 10-K for the year ended December 31, 2012 (File No. 333-15387) at www.sec.gov. HomeServices of America, Inc. Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Relocation services $ 1,870,846 $ - Administrative services under the Intercompany Administrative Services Agreement (“IASA”) - 106,308 Total $ 1,870,846 $ 106,308 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services. Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of HomeServices of America, Inc. Kern River Gas Transmission Company Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Natural gas transportation services (b) $ 3,175,157 $ - Administrative services under the Intercompany Administrative Services Agreement (“IASA”) (a) (c) 169,609 164,272 Total $ 3,344,766 $ 164,272 Basis of pricing (b) (c) (c) Cost of service (b) (c) (c) The margin of charges over costs (b) None None Assets allocable to the services (b) None None The overall rate of return on assets (b) None None (a) PacifiCorp received services includes $2,038 of charges that were capitalized. (b) Natural gas transportation services are priced at a tariff rate on file with the Federal Energy Regulatory Commission. (c) Services were performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amounts in the table above reflect the cost of the services. For further information on the following financial statements, refer to Kern River Gas Transmission Company’s Federal Energy Regulatory Commission Form No. 2 for the year ended December 31, 2012 at www.ferc.gov. MEHC Insurance Services Ltd. Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services (a) PacifiCorp Provided Services N/A $ - $ - Total $ - $ - Basis of pricing N/A N/A Cost of service N/A N/A The margin of charges over costs N/A N/A Assets allocable to the services N/A N/A The overall rate of return on assets N/A N/A (a) At December 31, 2012, PacifiCorp had claims receivable of $1,999,328, reflecting $2,022,305 of claims made and $5,559,537 of payments received during the year ended December 31, 2012. The policy coverage period expired on March 20, 2011 and was not renewed. Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of MEHC Insurance Services Ltd. CalEnergy Generation Operating Company Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ - $ 119,040 Total $ - $ 119,040 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services. Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of CalEnergy Generation Operating Company. Northern Natural Gas Company Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ - $ 309,919 Total $ - $ 309,919 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services. For further information on the following financial statements, refer to Northern Natural Gas Company’s Federal Energy Regulatory Commission Form No. 2 for the year ended December 31, 2012 at www.ferc.gov. Midwest Capital Group, Inc. Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ - $ 593 Total $ - $ 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services. Refer to the financial statements of MHC Inc., the parent company of Midwest Capital Group, Inc. MEC Construction Services Co. Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ - $ 112 Total $ - $ 112 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services. Refer to the financial statements of MHC Inc., the parent company of MEC Construction Services Co. Cordova Energy Company LLC Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ - $ 4,314 Total $ $ 4,314 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amounts in the table above reflect the cost of the services. Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of Cordova Energy Company LLC. Northern Powergrid Holdings Company Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ - $ 100,454 Total $ - $ 100,454 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services. Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of Northern Powergrid Holdings Company. CalEnergy Philippines Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ - $ 32,112 Total $ - $ 32,112 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services. Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of CalEnergy Philippines. Iowa Realty Co., Inc. Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ - $ 10,419 Total $ - $ 10,419 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services. Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of Iowa Realty Co., Inc. M&M Ranch Acquisition Company, LLC Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ 376 $ - Total $ 376 $ - 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services. Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of M&M Ranch Acquisition Company, LLC. MidAmerican Renewables, LLC Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ 2,182 $ 57,558 Total $ 2,182 $ 57,558 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services. Excluded from the table above are convenience payments made to vendors by PacifiCorp on behalf of, and charged to, MidAmerican Renewables, LLC in the amount of $147,380. Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of MidAmerican Renewables, LLC. Electric Transmission America, LLC Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ - $ 9,140 Total $ - $ 9,140 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services. Electric Transmission America, LLC is not a consolidated subsidiary of MidAmerican Energy Holdings Company nor is it a public company. Accordingly, its financial statements are not available. Electric Transmission Texas, LLC Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ - $ 20,235 Total $ - $ 20,235 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services. Electric Transmission Texas, LLC is not a consolidated subsidiary of MidAmerican Energy Holdings Company nor is it a public company. Accordingly, its financial statements are not available. MEHC Canada, LLC Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ - $ 71,963 Total $ - $ 71,963 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services. Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of MEHC Canada, LLC. Midwest Power Transmission Iowa, LLC Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ - $ 40 Total $ - $ 40 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services. Excluded from the table above are convenience payments made to vendors by PacifiCorp on behalf of, and charged to, Midwest Power Transmission Iowa, LLC in the amount of $3,641. Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of Midwest Power Transmission Iowa, LLC. Midwest Power Transmission Illinois, LLC Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ - $ 1,534 Total $ - $ 1,534 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services. Excluded from the table above are convenience payments made to vendors by PacifiCorp on behalf of, and charged to, Midwest Power Transmission Illinois, LLC in the amount of $18,838. Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of Midwest Power Transmission Illinois, LLC. Pinyon Pines Wind I, LLC Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ - $ 20,939 Total $ - $ 20,939 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services. Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of Pinyon Pines Wind I, LLC. Pinyon Pines Wind II, LLC Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ - $ 21,472 Total $ - $ 21,472 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services. Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of Pinyon Pines Wind II, LLC. Bishop Hill Interconnection LLC Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ - $ 897 Total $ - $ 897 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services. Bishop Hill Interconnection LLC is not a consolidated subsidiary of MidAmerican Energy Holdings Company nor is it a public company. Accordingly, its financial statements are not available. MidAmerican Transmission, LLC Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ - $ 535,508 Total $ - $ 535,508 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services. Excluded from the table above are convenience payments made to vendors by PacifiCorp on behalf of, and charged to, MidAmerican Transmission, LLC in the amount of $240,140. Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of MidAmerican Transmission, LLC. Topaz Solar Farms LLC Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement (“IASA”) $ - $ 26,787 Total $ - $ 26,787 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 under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services. Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of Topaz Solar Farms LLC. Racom Corporation Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Installation of radio equipment $ 75,752 $ - Total $ 75,752 $ - 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 Affiliate Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services (a) $ - $ - Total $ - $ - Basis of pricing N/A N/A Cost of service N/A N/A The margin of charges over costs N/A N/A Assets allocable to the services N/A N/A The overall rate of return on assets N/A N/A (a) For information regarding income tax-related transactions between PacifiCorp and PPW Holdings LLC, refer to Section V. Current assets: Accounts receivable, net 3,316$ Deferred income taxes (19) Total current assets 3,297 Property, plant and equipment, net 72,514 Investment in subsidiaries 7,615,509 Goodwill 1,126,642 Other assets 42,508 Total assets 8,860,470$ Current liabilities: Accounts payable 20$ Income taxes payable (280) Current portion of long-term debt and captial lease obligations 16,860 Total current liabilities 16,600 Long-term debt and capital lease obligations 55,654 Deferred income taxes 569 Total liabilities 72,823 Equity: Common stock - Additional paid-in capital 6,217,086 Retained earnings 2,566,475 Accumulated other comprehensive income, net 4,086 Total equity 8,787,647 Total liabilities and equity 8,860,470$ LIABILITIES AND EQUITY PPW HOLDINGS LLC BALANCE SHEET December 31, 2012 (Amounts in thousands) ASSETS Operating revenue -$ Operating costs and expenses: Energy costs (27,051) Operations and maintenance (400) Depreciation and amortization 14,428 Total operating costs and expenses (13,023) Operating income 13,023 Other income (expense): Interest expense (12,623) Interest income 2,756 Other 537,337 Total other income (expense) 527,470 Income before income tax benefit 540,493 Income tax benefit (395) Net income 540,888 Net income attributable to noncontrolling interests 2,050 Net income attributable to PPW Holdings LLC 538,838$ PPW HOLDINGS LLC STATEMENT OF OPERATIONS For the Year Ended December 31, 2012 (Amounts in thousands) PacifiCorp Foundation Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative support services $ - $ 232,607 Total $ - $ 232,607 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 MidAmerican Energy Company to PacifiCorp Foundation in the amount of $584. 12/31/2012 Assets: Cash 115,540$ Restricted investments: Cash and cash equivalents 360,497 Interest receivable 10 Dividend receivable 6,012 Tax receivable 1,115 State Street investments 39,020,619 Total restricted investments 39,388,253 Total assets 39,503,793 Liabilities: Accounts payable 21,280 Grants payable 215,000 Total liabilities 236,280 Net assets 39,267,513$ PacifiCorp Foundation Statement of Financial Position (in dollars) (Unaudited - Internal Use Only) 1 Year-to-Date Revenue and contributions: Interest income 293$ Dividends 659,028 Realized gain/(loss) on sale of investment 1,081,165 Unrealized gain/(loss) on investment 2,614,251 Capital gains on partnership investments 403,447 Miscellaneous income: security litigation income 2,594 Total revenues/(losses) and contributions 4,760,778 Expenses: Grants: Health, welfare and social services 255,000 Education 260,000 Culture and arts 126,250 Civic and community betterment 98,500 Giving campaign match 300,000 Matching gift program 80,000 Small community capital projects 151,750 Rocky Mountain Power Foundation special grants 20,000 Pacific Power Foundation special grants 5,000 Global Days of Service 80,000 Total grants 1,376,500 Administrative expenses 232,607 Investment management fees 88,704 Consulting fees 10,050 Taxes 11,704 Bank fees 2,320 Total expenses 1,721,885 Net assets increase (decrease) 3,038,893 Net assets beginning of period 36,228,620 Net assets end of period 39,267,513$ (in dollars) (Unaudited - Internal Use Only) PacifiCorp Foundation Statement of Income and Changes in Net Assets For the Year Ended December 31, 2012 2 Energy West Mining Company Intercompany Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Coal mining services $ 65,093,351 $ - Information technology support services - 269,154 Total $ 65,093,351 $ 269,154 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 Mining Company (“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 costs are included in PacifiCorp’s fuel inventory, and as coal is consumed, the costs are 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 $286,651. Convenience payments made to vendors by MidAmerican Energy Company on behalf of, and charged to, Energy West in the amount of $700. A management fee charged by Interwest Mining Company to Energy West in the amount of $937,600. Services provided by Energy West to Bridger Coal Company in the amount of $(89,893). Services provided by Energy West to Fossil Rock Fuels, LLC in the amount of $122,453. Premium expense for an excess loss insurance policy charged by Symetra Life Insurance Company to Energy West in the amount of $277,400. Services provided by MidAmerican Energy Company to Energy West in the amount of $98,577. Current assets: Cash and cash equivalents 27$ Accounts receivable, net 16 Amounts due from affiliates 11,533 Other current assets 88 Total assets 11,664$ Current liabilities: Accounts payable 5,995$ Accrued employee expenses 5,431 Accrued property and other taxes 237 Total liabilities 11,663 Equity: Common stock - Additional paid-in capital 1 Total equity 1 Total liabilities and equity 11,664$ - LIABILITIES AND EQUITY ENERGY WEST MINING COMPANY BALANCE SHEET December 31, 2012 (Amounts in thousands) ASSETS Interwest Mining Company Intercompany Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative support services $ 822,352 $ - Financial support services and employee benefits - 508,808 Total $ 822,352 $ 508,808 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 a services agreement between PacifiCorp and Interwest Mining Company (“Interwest Mining”), administrative support services provided by Interwest Mining are fully absorbed by PacifiCorp and its affiliates, and charges for the services 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 $186. Management fees charged by Interwest Mining to Energy West Mining Company in the amount of $937,600 and to Pacific Minerals, Inc. (“PMI”) in the amount of $1,046,400. 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 $3,586. Services provided by Interwest Mining to Fossil Rock Fuels, LLC in the amount of $35,462. Current assets: Amounts due from affiliates 37$ Total assets 37$ Current liabilities: Accounts payable 9$ Accrued employee expenses 19 Accrued property and other taxes 8 Total liabilities 36 Equity: Common stock - Additional paid-in capital 1 Total equity 1 Total liabilities and equity 37$ - LIABILITIES AND EQUITY INTERWEST MINING COMPANY BALANCE SHEET December 31, 2012 (Amounts in thousands) ASSETS Fossil Rock Fuels, LLC Intercompany Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services N/A $ - $ - Total $ - $ - Basis of pricing N/A N/A Cost of service N/A N/A The margin of charges over costs N/A N/A Assets allocable to the services N/A N/A The overall rate of return on assets N/A N/A During the year ended December 31, 2012, PacifiCorp made equity contributions to Fossil Rock Fuels, LLC in the amount of $7,442,429. The following amounts are excluded from the table above: Services provided by Interwest Mining Company to Fossil Rock Fuels, LLC in the amount of $35,462. Services were provided at cost. Services provided by Energy West Mining Company to Fossil Rock Fuels, LLC in the amount of $122,453. Services were provided at cost. Current assets: Cash and cash equivalents 1,520$ Amounts due from affiliates (108) Total current assets 1,412 Property, plant and equipment, net 26,343 Total assets 27,755$ Equity: Common stock -$ Additional paid-in capital 27,762 Retained earnings (7) Total equity 27,755 Total liabilities and equity 27,755$ - LIABILITIES AND EQUITY FOSSIL ROCK FUELS, LLC BALANCE SHEET December 31, 2012 (Amounts in thousands) ASSETS Operating revenue -$ Operating costs and expenses: Operations and maintenance 6 Operating loss (6) Other income (expense): Interest expense - Interest income - Total other income (expense) - Loss before income tax benefit (6) Income tax benefit - Net loss (6)$ FOSSIL ROCK FUELS, LLC STATEMENT OF OPERATIONS For the Year Ended December 31, 2012 (Amounts in thousands) PacifiCorp Environmental Remediation Company Intercompany Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Project management and administrative services $ - $ 99,388 Total $ - $ 99,388 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 MidAmerican Energy Holdings Company to PacifiCorp Environmental Remediation Company (“PERCo”) in the amount of $1,554. Effective July 1, 2012, PERCo, a wholly owned subsidiary of PacifiCorp, was dissolved, and all assets and liabilities of PERCo were assumed by PacifiCorp. Operating revenue -$ Operating costs and expenses: Operations and maintenance (495) Operating income 495 Other income (expense): Interest expense (385) Interest income 1 Total other income (expense)(384) Income before income tax expense 111 Income tax expense 68 Net income 43$ PACIFICORP ENVIRONMENTAL REMEDIATION COMPANY STATEMENT OF OPERATIONS For the Period January 1, 2012 to July 1, 2012 (Amounts in thousands) Pacific Minerals, Inc. Intercompany Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services (a) $ - $ - Total $ - $ - Basis of pricing N/A N/A Cost of service N/A N/A The margin of charges over costs N/A N/A Assets allocable to the services N/A N/A The overall rate of return on assets N/A N/A (a) Refer to Section III for information regarding loans and associated interest between PacifiCorp and Pacific Minerals, Inc. (“PMI”). During the year ended December 31, 2012, Bridger Coal Company (“Bridger Coal”) made equity distributions to PMI and PMI made equity contributions to Bridger Coal for a net distribution of $35,841,551. The following amounts are excluded from the table above: A management fee in the amount of $1,046,400 that was charged by Interwest Mining Company to PMI, and then charged by PMI to Bridger Coal. Employee services provided by PMI to Bridger Coal. PMI is the entity that employs the individuals that work for Bridger Coal and PMI charges Bridger Coal for these employees’ services, including labor, pensions and benefits costs. Bridger Coal then charges PacifiCorp for its 66.67% share of this payroll expense. For information regarding income tax-related transactions between PacifiCorp and PMI, refer to Section V. Current assets: Cash and cash equivalents 113$ Amounts due from affiliates 25,173 Other current assets 2 Total current assets 25,288 Investment in unconsolidated subsidiaries 187,299 Other assets 4,823 Total assets 217,410$ Current liabilities: Accounts payable 349$ Amounts due to affiliates (3,587) Accrued employee expenses 2,559 Accrued property and other taxes 79 Total current liabilities (600) Deferred income taxes 18,661 Total liabilities 18,061 Equity: Common stock - Additional paid-in capital 47,960 Retained earnings 151,389 Total equity 199,349 Total liabilities and equity 217,410$ LIABILITIES AND EQUITY PACIFIC MINERALS, INC. BALANCE SHEET December 31, 2012 (Amounts in thousands) ASSETS Operating revenue -$ Operating costs and expenses: Taxes other than income taxes 42 Operating loss (42) Other income (expense): Interest expense (19) Interest income 6 Other 18,825 Total other income (expense) 18,812 Income before income tax expense 18,770 Income tax expense 7,627 Net income 11,143$ PACIFIC MINERALS, INC. STATEMENT OF OPERATIONS For the Year Ended December 31, 2012 (Amounts in thousands) Bridger Coal Company Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services (b) PacifiCorp Provided Services Coal purchases (a) $ 130,752,586 $ - Support services 164,962 - Information technology support and tax support services - 465,184 Royalties - 28,490 Total $ 130,917,548 $ 493,674 Basis of pricing (c) (d) Cost of service (c) (d) The margin of charges over costs None, (c) 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 Company (“Bridger Coal”) during the year ended December 31, 2012. Refer also to (c) below. (b) PacifiCorp received services represents PacifiCorp’s 66.67% share equal to its ownership interest in Bridger Coal. (c) Although coal purchased from Bridger Coal is priced at Bridger Coal’s cost plus a margin, coal purchases are reflected on PacifiCorp’s books at Bridger Coal’s cost and any margin is eliminated resulting in both fuel inventory and fuel expense being reflected at Bridger Coal’s cost in PacifiCorp’s state ratemaking and generally accepted accounting principles books. Costs are reflected as fuel inventory upon purchase and recognized as fuel expense as consumed. (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. During the year ended December 31, 2012, Bridger Coal made equity distributions to Pacific Minerals, Inc. (“PMI”) and PMI made equity contributions to Bridger Coal for a net distribution of $35,841,551. 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 $1,241,466. A management fee in the amount of $1,046,400 that was charged by Interwest Mining Company to PMI, and then charged by PMI to Bridger Coal. Services provided by Energy West Mining Company to Bridger Coal in the amount of $(89,893). Services provided by MidAmerican Energy Company to Bridger Coal in the amount of $31,630. 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. Trapper Mining Inc. Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Coal purchases (a) $ 13,639,069 $ - Board of directors fees and associated board meeting costs(b) - 3,874 Total $ 13,639,069 $ 3,874 Basis of pricing (c) (d) Cost of service (c) (d) The margin of charges over costs None, (c) (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, 2012. Refer also to (c) below. (b) PacifiCorp and Interwest Mining Company each have an employee that serves on the Trapper Mining Inc. board of directors. The table excludes $3,586 related to the Interwest Mining Company employee. (c) Although coal purchased from Trapper Mining Inc. is priced at Trapper Mining Inc.’s cost plus a margin, coal purchases are reflected on PacifiCorp’s books at Trapper Mining Inc.’s cost and any margin is eliminated resulting in both fuel inventory and fuel expense being reflected at Trapper Mining Inc.’s cost in PacifiCorp’s state ratemaking and generally accepted accounting principles books. Costs are reflected as fuel inventory upon purchase and recognized as fuel expense as consumed. (d) Charges for board of directors fees and associated board meeting costs are based on a flat fee of $500 per board meeting plus lodging expenses. Trapper Mining Inc. Consolidated Balance Sheet December 31, 2012 (Unaudited) Assets: Current Assets: Cash & Cash Equivalents 13,545,389$ Accounts Receivable 6,770,985 Inventories 6,690,855 Prepaid and Other Current Assets 449,182 Current Reclamation Receivable from Buyers 3,373,956 Total Current Assets . . . . . . . . . . . . . . . . . . . . . . 30,830,367$ Property Plant and Equipment before FAS 143: Lands and Leases 11,240,186$ Development Costs 2,834,815 Equipment and Facilities 116,039,653 Total Property Plant and Equipment (Cost) . . . . . 130,114,654$ Less Depreciation and Amortization (94,948,967) Total Property Plant and Equipment (Net) . . . . . . 35,165,687$ FAS 143 Property Plant and Equipment (Net) . . . 7,537,520 Grand Total Property Plant and Equipment (Net) 42,703,207$ Reclamation Receivable from Buyers 13,070,560 Acquired GE Royalty - Net 2,727,273 Restricted Funds - Black Lung 500,000 Deferred Loan Fees - Net 79,972 Advance Royalty - State 206-13 10,000 Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89,921,379$ Liabilities and Members' Equity: Current Liabilities: Accounts Payable 1,518,967$ Accrued Payroll Expenses 3,069,856 Accrued Production Taxes 1,655,261 Accrued Royalties 483,514 Deferred Reclamation Revenue 39,101 Current Asset Retirement Liability 3,373,956 Current Portion Long-Term Debt 5,932,589 Total Current Liabilities . . . . . . . . . . . . . . . . . . . . 16,073,244$ Long-Term Debt 4,923,444 Asset Retirement Liability 20,608,080 Black Lung Liability 342,437 Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 41,947,205$ Members' Equity Paid in Capital @ 1/1/98 20,324,925$ Patronage Equity - Prior Year 23,216,422 Non-Patronage Equity - Prior Year 2,432,747 Patronage Equity - Current Year 1,764,841 Non-Patronage Equity - Current Year 235,239 Total Members' Equity . . . . . . . . . . . . . . . . . . . . . . 47,974,174$ Total Liabilities and Members' Equity . . . . . . . . . 89,921,379$ TRAPPER MINING INC CONSOLIDATED NET INCOME AS OF: DECEMBER 31, 2012 NET INCOME NET INCOME FOR THE MONTH YEAR TO DATE TRAPPER MINING (1,334,969.01)$ 3,917,794.53 WILLIAMS FORK MINING (6.17) (1,185.19) WILLIAMS FORK LAND (49,934.81) (1,849,260.82) NET INCOME (LOSS) BEFORE TAX (1,384,909.99)$ 2,067,348.52$ CURRENT TAX PROVISION (67,268.00) (67,268.00) TOTAL TAX PROVISION (67,268.00) (67,268.00) NET INCOME (LOSS) AFTER TAX (1,452,177.99)$ 2,000,080.52 SALT RIVER 32.10% (52,343.83) 75,511.82 TRI-STATE 26.57% (43,326.33) 62,503.09 PACIFICORP 21.40% (34,895.89) 50,341.21 PLATTE RIVER 19.93% (32,498.83) 46,883.20 TOTAL NONPATRONAGE INCOME (LOSS) (163,064.88) 235,239.32 SALT RIVER 32.10% (413,805.31) 566,514.02 TRI-STATE 26.57% (342,517.35) 468,918.31 PACIFICORP 21.40% (275,870.20) 377,676.02 PLATTE RIVER 19.93% (256,920.25) 351,732.85 TOTAL PATRONAGE INCOME (LOSS) (1,289,113.11) 1,764,841.20 TOTAL INCOME (LOSS) (1,452,177.99) 2,000,080.52 TRAPPER MINING INC CONSOLIDATED PATRONAGE & NONPATRONAGE INCOME ALLOCATION DECEMBER 31, 2012 NET INCOME $ NET INCOME FOR THE MONTH YEAR TO DATE TRAPPER PATRONAGE INCOME (1,239,178.30) TRAPPER NONPATRON INCOME (163,058.71) TOTAL TRAPPER INCOME (1,402,237.01) WFMC NONPATRONAGE INCOME (6.17) WFLC PATRONAGE INCOME (49,934.81) TOTAL CONSOLIDATED INCOME (1,452,177.99) SALT RIVER 32.10% (397,776.24) 1,160,126.74 TRI-STATE 26.57% (329,249.67) 960,266.91 PACIFICORP 21.40% (265,184.15) 773,417.84 PLATTE RIVER 19.93% (246,968.24) 720,290.53 TOTAL TRAPPER PATRONAGE (1,239,178.30) 3,614,102.02 SALT RIVER 32.10% (52,341.84) 75,892.27 TRI-STATE 26.57% (43,324.70) 62,817.99 PACIFICORP 21.40% (34,894.57) 50,594.84 PLATTE RIVER 19.93% (32,497.60) 47,119.41 TOTAL TRAPPER NONPATRON (163,058.71) 236,424.51 TOTAL TRAPPER INCOME (1,402,237.01) 3,850,526.53 SALT RIVER 32.10% (1.99) (380.45) TRI-STATE 26.57% (1.63) (314.90) PACIFICORP 21.40% (1.32) (253.63) PLATTE RIVER 19.93% (1.23) (236.21) TOTAL WFMC NONPATRONAGE (6.17) (1,185.19) SALT RIVER 32.10% (16,029.07) (593,612.72) TRI-STATE 26.57% (13,267.68) (491,348.60) PACIFICORP 21.40% (10,686.05) (395,741.82) PLATTE RIVER 19.93% (9,952.01) (368,557.68) TOTAL WFLC PATRONAGE (49,934.81) (1,849,260.82) Huntington Cleveland Irrigation Company Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Annual assessment expenses(a) $ 148,388 $ - Operation and inspection services 1,260 $ - Total $ 149,648 $ - 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, 2012, PacifiCorp incurred $148,388 of annual assessment expense amortization, and had a prepaid balance of $25,986 at December 31, 2012. At December 31, 2012, 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)12 of the Internal Revenue Code, Huntington Cleveland Irrigation Company operates at cost. Ferron Canal & Reservoir Company Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services(a) PacifiCorp Provided Services Payment for water rights $ 599,151 $ - Annual assessment expenses 267,645 - Credit received (221,880) - Total $ 644,916 $ - 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, 2012, PacifiCorp incurred $267,645 of annual assessment expense amortization, and had a prepaid balance of $223,038 at December 31, 2012. PacifiCorp also paid $599,151 for the right to obtain 7,000 acre feet of water for the year ended December 31, 2012. PacifiCorp received a credit of $221,880 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. Cottonwood Creek Consolidated Irrigation Company Affiliated Transactions For the Year Ended December 31, 2012 Account Description PacifiCorp Received Services PacifiCorp Provided Services Annual assessment expenses (a) $ 256,645 $ - Property lease - 750 Total $ 256,645 $ 750 Basis of pricing (b) (c) Cost of service (b) (c) 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, 2012, PacifiCorp incurred $256,645 of annual assessment expense amortization, and had a prepaid balance of $213,871 at December 31, 2012. Also during the year ended December 31, 2012, PacifiCorp paid $3,265,722 of capital costs associated with the water supply contract (of which $500,080 was reimbursed by the joint owners of the Hunter generating facility). At December 31, 2012, PacifiCorp’s plant-in-service associated with the water supply project was $6,052,845 (amounts include capitalized interest and capital surcharge). (b) Cottonwood Creek Consolidated Irrigation Company is a not-for-profit entity that operates at cost. (c) The property lease is priced based on the fair market rental value of similarly located commercial property. 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 2012 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 $16,592,202 Date January 17, 2012 Maximum loan to affiliate: Long-term loans: Amount N/A Date N/A Maximum loan from affiliate: Short-term loans: Amount $11,560,987 Date November 19, 2012 Maximum loan from affiliate: Long-term loans: Amount N/A Date N/A C. A description of the terms and Under 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 $6,035 Interest income credited $18,742 (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") 2012 Month Net Principal Advanced To PacifiCorp Net Principal Repaid By PacifiCorp Principal Advanced To PMI Principal Repaid By PMI Outstanding Month End Balance(a) Interest Rate Range Interest Expense Incurred By PacifiCorp Interest Income Earned By PacifiCorp Jan-12 $ - $ - $ 2,700,000 $ 7,818,513 $ 8,773,689 0.3500% - 0.4000% $ - $ 3,995 Feb-12 - - 3,000,000 8,405,262 3,368,427 0.3500% - 0.4000% - 2,225 Mar-12 2,824,225 - 4,800,000 8,168,427 (2,824,225) 0.3500% - 0.3700% 378 1,410 Apr-12 6,230,187 2,824,225 2,575,775 2,575,775 (6,230,187) 0.3500% - 0.3500% 754 426 May-12 - 6,230,187 5,564,812 165,000 5,399,812 0.3500% - 0.4200% 61 1,734 Jun-12 - - 4,000,000 2,305,673 7,094,139 0.3800% - 0.4200% - 2,652 Jul-12 - - 3,600,000 5,319,844 5,374,295 0.3800% - 0.3800% - 2,731 Aug-12 - - 4,200,000 8,471,010 1,103,285 0.3800% - 0.3800% - 1,792 Sep-12 3,669,513 - 8,711,000 9,814,285 (3,669,513) 0.3800% - 0.3800% 465 1,011 Oct-12 5,173,717 4,616,680 3,930,488 3,930,488 (4,226,550) 0.3800% - 0.3900% 717 766 Nov-12 11,744,190 6,814,629 - - (9,156,111) 0.3800% - 0.3800% 1,488 - Dec-12 7,662,695 5,711,000 - - (11,107,806) 0.3500% - 0.3500% 2,172 - TOTAL $ 37,304,527 $ 26,196,721 $ 43,082,075 $ 56,974,277 $ 6,035 $ 18,742 (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, 2012 and the balance as of December 31, 2012. PacifiCorp does not guarantee the debt of its subsidiaries or any of its affiliates. V. Other Transactions Other transactions (utility leasing of affiliate property, affiliate leasing of utility property, utility purchase of affiliate property, material or supplies and affiliate purchase of utility property, material or supplies) are as follows: PacifiCorp is party to a tax-sharing arrangement and is part of the Berkshire Hathaway Inc. 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 MidAmerican Energy Holdings Company (“MEHC”). At December 31, 2012, PacifiCorp owed MEHC $56,450,975 and MEHC owed Pacific Minerals, Inc. $8,508,510 under this arrangement. During 2012, PacifiCorp transferred certain generation plant equipment to MidAmerican Energy Company (“MEC”) at a cost to PacifiCorp of $27,617. This transfer was in response to emergency needs. MEC subsequently replaced this equipment for PacifiCorp. 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, 2012 Executive, Management and Professional/Technical Employees Affiliate Job Title Count Report of PacifiCorp Employee Transfers from Affiliates During the Year Ended December 31, 2012 Executive, Management and Professional/Technical Employees Affiliate Job Title Count VII. Cost Allocations A description of each intra-company cost allocation procedure and a schedule of cost amounts, by account, transferred between regulated and non-regulated segments of the company. PacifiCorp Cost Allocation Manual For the Year Ended December 31, 2012 Overview/Introduction This section describes the allocation of costs between PacifiCorp and its affiliates. On March 31, 2006, PacifiCorp entered into an Intercompany Administrative Services Agreement (“IASA”) between MidAmerican Energy Holdings Company (“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. Allocation Amounts and Methods MEHC and subsidiaries to PacifiCorp During the year ended December 31, 2012, 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 administrative services under the IASA. 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 received as reported in Section II - Transactions Amount of services based on allocations The amounts were allocated by MEHC and its subsidiaries to PacifiCorp using seven different formulae during the year ended December 31, 2012. 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, 2012 was 46.05%. b) The same two-factor formula as a) above, except excluding the labor and assets of HomeServices of America, Inc. and MEHC’s Philippine subsidiaries. PacifiCorp’s allocation percentage during the year ended December 31, 2012 was 48.99%. 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, 2012 was 52.59%. d) The same two-factor formula as c) above, except excluding the labor and assets of HomeServices of America, Inc. PacifiCorp’s allocation percentage during the year ended December 31, 2012 was 56.25%. 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, 2012 was 15.00%. 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, 2012 was 47.84%. g) A formula based on shared Information Technology infrastructure that is owned and/or managed by MidAmerican Energy Company. PacifiCorp’s allocation percentage during the year ended December 31, 2012 was 0.05%. PacifiCorp to MEHC and subsidiaries During the year ended December 31, 2012, 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 administrative services under the IASA. 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 The amounts were allocated by PacifiCorp to MEHC and its subsidiaries using five different formulae during the year ended December 31, 2012. 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, 2012 was 53.95%. b) The same two-factor formula as a) above, except excluding the labor and assets of MEHC’s international subsidiaries. The percentage that PacifiCorp allocated to MEHC and its subsidiaries during the year ended December 31, 2012 was 47.41%. c) The same two-factor formula as b) above, except excluding the labor and assets of HomeServices of America, Inc. The percentage that PacifiCorp allocated to MEHC and its subsidiaries during the year ended December 31, 2012 was 43.75%. d) The same two-factor formula as c) above, except excluding the labor and assets of PacifiCorp. The percentage that PacifiCorp allocated to MEHC and its subsidiaries during the year ended December 31, 2012 was 100%. e) A formula based on shared Information Technology infrastructure that is owned and/or managed by MidAmerican Energy Company. The percentage that PacifiCorp allocated to MEHC and its subsidiaries was 99.95%. Appendix A December 31, 2012 Affiliated Interest Report Oregon Public Utility Commission orders approving transactions with affiliates BNSF Railway Company 07-323 10-090 10-089 09-504 12-348 UI 269 UI 292 UI 293 UI 288 UI 325 July 27, 2007 March 11, 2010 March 11, 2010 December 28, 2009 September 13, 2012 Marmon Utility LLC (a Marmon Holdings, Inc. company) 11-189 11-191 11-200 UI 308 UI 309 UI 311 June 16, 2011 June 16, 2011 June 22, 2011 The Kerite Company (a Marmon Holdings, Inc. company) 10-409 UI 303 October 18, 2010 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 12-142 12-457 UI 315 UI 318 UI 328 October 26, 2011 April 24, 2012 November 26, 2012 International Business Machines Corporation 12-227 12-228 12-385 13-100 UI 321 UI 322 UI 327 UI 330 June 19, 2012 June 19, 2012 October 9, 2012 March 26, 2013 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 11-190 11-400 UI 249 UI 310 UI 316 June 19, 2006 June 16, 2011 October 6, 2011 Affiliate Order No.Docket No.Date Approved Affiliate Order No. Docket No. Date Approved Midwest Power Transmission Illinois, LLC 06-305 UI 249 June 19, 2006 Pinyon Pines Wind I, LLC 06-305 UI 249 June 19, 2006 Pinyon Pines Wind II, LLC 06-305 UI 249 June 19, 2006 Bishop Hill Interconnection LLC 06-305 UI 249 June 19, 2006 MidAmerican Transmission, LLC 06-305 UI 249 June 19, 2006 Topaz Solar Farms, 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 Bridger Coal Company 01-472 UI 189 June 12, 2001 Trapper Mining Inc. 94-1550 UI 140 October 12, 1994 Huntington Cleveland Irrigation Company 10-353 UI 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