20140527Affiliate Interest Report 2013.pdf

ROCKY MOUNTAIN
Po\'IIER
A DIVISION OF PACIFICORP
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20'l South Main, Suite 2300
Salt Lake City, Utah 84111
May 23,2014
VIA ELECTRONIC MAIL
AND OVERNIGHT DELIVERY
Jean Jewell
Commission Secretary
Idaho Public Utilities Commission
472 W est Washington Street
Boise,ID 83720-5983
CASE NO. PAC.E.O5-08
AT'FILIATED INTEREST REPORT FOR CALENDAR YEAR 2013
Dear Ms. Jewell
In accordance with MidAmerican Energy Holdings Company's Transaction Commitment #8
approved in Case No. PAC-E-05-08, enclosed for filing are two copies of PacifiCorp's (d.b.a.
Rocky Mountain Power) calendar year 2013 Affiliated Interest report.
By copy of this letter other parties are being provided notice of this filing.
Informal inquiries regarding this filing, or requests for copies of the report, can be directed to
Ted Weston at [phone].
Sincerely,
\tilv V- lcn<,wfi)
-lIffrey K. L-5rsen
Vice President, Regulation & Government Affairs
Enclosures
CC: Wo enclosure: Service List in Case No. PAC-E-05-08
I hereby certiff that on this 23'd day of May,20l4,I caused to be served, via E-mail, if
address available or U.S mail, a true and correct copy of PacifiCorp's cover letter accompanying
the Compliance Filing, Affiliated Interest Report for Calendar Year 2013 (Commitment #8) in
Case No. PAC-E-05-08.
Douglas L. Anderson
EVP, General Counsel & Corporate Sec
Berkshire Hathaway Energy
l11l S. 103'd Street
Omaha, NE 68124
danderson@m idamerican. com
Eric L. Olsen
Racine, Olson, Nye, Budge & Bailey, Chartered
201 E. Center
P.O. Box l39l
Pocatello, lD 83204-1391
[e-mail]
Lisa Nordstrom
Gregory Said
Idaho Power Company
P.O. Box 70
Boise,ID 83707
Inordstrom@ idahopower.com; [e-mail]
R. Scott Pasley
Assistant General Counsel
J.R. Simplot Company
P.O. Box 27
Boise,ID 83702
[e-mail]
James R. Smith
Monsanto Company
Highway 34 North
P.O. Box 816
Soda Springs,lD 83726
j im.r. smith@monsanto. com
David Hawk
Director, Energy Natural Resources
J.R. Simplot Company
P.O. Box 27
Boise,ID 83702
[e-mail]
Brad M. Pwdy
Attorney atLaw
2019 N. 17tr Street
Boise,ID 83702
[e-mail]
Alan Herzfeld
Herzfeld & Piotrowski LLP
713 W. Franklin
P.O. Box 2864
Boise,ID 83701
[e-mail]
Randall C. Budge
Racine, Olson, Nye, Budge &Bailey, Chartered
201 E. Center
P.O. Box l39l
Pocatello, lD 83204-1391
[e-mail]
Arthur F. Sandack, Esq.
8 E. Broadway, Suite 510
Salt Lake City, UT 8411I
[e-mail]
Katie Iverson
Brubaker & Associates
17244 W. Cordova Court
Surprise, AZ 85387
[e-mail]
Terri Carlock
Accounting Supervisor
Idaho Public Utilities Commission
472W. Washington
P.O. Box 83720
Boise,ID 83720-0074
terri.carlock@puc. idaho. gov
Anthony Yankel
29814 Lake Road
Bay Village, OH 44140
[e-mail]
Canie Meyer
Supervisor, Regulatory Operations
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PacifiCorp
Affiliated Interest Report
For the year ended December 31,2013
RECE I\/ E N
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Table of Contents
I. Organization
I. A. Offrcers 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 StatementsII. Transactionsm. Loans
IV. Debt Guarantees
V. Other TransactionsVI. Employee Transfers
VII. Cost Allocations
Intercompany Administrative Services Agreement
Intercompany Mutual Assistance Agreement
Appendix A - Oregon Public Utility Commission orders approving affiliate
transactions
I. ORGA]\IZATION
PacifiCorp is a United States regulated, vertically integrated electric utility company serving 1.8 million
retail customers, including residential, commercial, indusffial, irrigation and other customers in portions of
the states of Utah, Oregon, Wyoming, Washington, Idaho and California. PacifiCorp owns, or has interests
in, 74 thermal, hydroelectric, wind-powered and geothermal generating facilities, with a net owned capacity
of 10,595 megawatts. PacifiCorp owns, or has interests in, electric transmission and distribution assets, and
ffansmits electricity through approximately 16,300 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 customer 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 Sfieet, Portland,
Oregon 97232, and its telephone number is [phone]. PacifiCorp was initially incorporated in 1910
under the laws of the state of Maine under the name Pacific Power & Light Company. In 1984, Pacific
Power & Light Company changed its name to PacifiCorp. In 1989, it merged with Utah Power and Light
Company, a Utah corporation, in a transaction wherein both corporations merged into a newly formed
Oregon corporation. The resulting Oregon corporation was re-named PacifiCorp, which is the operating
entity today.
PacifiCorp's subsidiaries support its electric utility operations by providing coal mining 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.
Effective April 30, 2014, MEHC was re-named Berkshire Hathaway Energy Company.
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, 2013, including Berkshire Hathaway affi liates.
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Subsidiaries of PacifiCorp as of December 31, 2013
In May 2000, the assets of Centralia Mining Company, an inactive wholly owned subsidiary of PacifiCorp, were sold to
TransAlta. In December 2013, Centralia Mining Company was dissolved.
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.
Glenrock Coal Company ceased mining operations in October I 999.
Pacific Minerals, lnc. is a wholly owned subsidiary of PacifiCorp that holds a66.670/o ownership interest in Bridger Coal
Company.
Bridger Coal Company is a coal mining joint venture with Idaho Energy Resources Company, a subsidiary of Idaho Power
Company, and isjointly controlled by Pacific Minerals, Inc. and Idaho Energy Resources Company.
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, [nc. (26.57%), PacifiCorp
(21.40%) and Platte River Power Authority (19.93%).
Name of Subsidiarv
Approximate
Percentage of Voting
Securities Owned
State ofJurisdiction
oflncorporation or
Orsanization
Cenhalia Minine Company 00%Washinston
Energv West Minine Company'00%Utah
Fossil Rock Fuels. LLC 00%Delaware
Glenrock Coal ComDanY'"'00%Wvomins
Interwest Minine Comoany 00%Oregon
Pacific Minerals, Inc.00%Wvomine
- Brideer Coal Company. a ioint venture("'66.67%Wvomins
Traooer Minine Inc. (21.40%Colorado
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I. A. Officers and Directors
Information regarding directors and officers common to the regulated utility and affiIiated interest
are described in these categories:
1. PacifiCorp board of directors and committees of the board of directors during the year ended
December 31, 2013
2. PacifiCorp officers during the year ended December 31, 2013
3. PacifiCorp oflicers and directors with affiliated positions as of December 31, 2013
The positions listed for the directors and officers in each of these sections are those positions that were held
as ofor during the year ended December3l,2013, as indicated. Changes that occurred subsequent to
December 31,2013 (if any) are annotated.
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3. PacifiCorp Ollicers and Directors with Affiliated Positions as of December 31, 2013
Abel, Gregory E.
Business Entitv
CalEnergy Resources Limited
CE Casecnan Ltd.
CE Casecnan Ltd.
CE Electric UK Funding Company Limited
CE Electric UK Holdings
CE Electric UK Holdings
H.J. Heinz Company
HomeServices of America, Inc.
HomeServices of America, Inc.
HomeServices of America, Inc.
HomeServices of America, Inc.
Kern River Gas Transmission Company
KRAcquisition l, LLC
KR Acquisition2,LLC
KR Holding, LLC
MidAmerican Energy Foundation
MidAmerican Energy Foundation
MidAmerican Energy Holdings Conrpany
MidAmerican Energy Holdings Company
NNGC Acquisition, LLC
Norming Investments B.V.
Northern Electric Finance plc.
Northern Electric plc.
Northern Natural Gas Company
Northern Natural Gas Company
Northern Powergrid Holdings Company
Northern Powergrid Holdings Company
Northern Powergrid Limited
NV Energy, Inc.
NV Energy, Inc.
PPW Holdings LLC
Yorkshire Cayman Holding Limited
Yorkshire Power Finance Limited
Anderson, Douglas L.
Business Entity
Director
Chairman, President & Chief Executive Officer
Director
Chief Executive Officer
Chief Executive Officer
Director
Director
Chairman
Director
Compensation Committee Member
Finance Committee Member
Executive Committee Member
President
President
President
President
Director
Chairman, President & Chief Executive Officer
Director
President
Chairman, President & Chief Executive Officer
Director
Director
Chairman
Director
Chairman
Director
Director
Chairman
Director
President
Director
Director
Title
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Alaska Gas Pipeline Company, LLC
Alaska Gas Transmission Company, LLC
Alaska Storage Holding Company, LLC
BG Energy Holding LLC
Bishop Hill II Holdings, LLC
Black Rock I, LLC
Black Rock 2,LLC
Black Rock 3,LLC
Black Rock 4,LLC
Black Rock 5,LLC
Black Rock 6,LLC
Broken Bow Wind II Holdings, LLC
Broken Bow Wind II, LLC
CalEnergy Company, Inc.
CalEnergy Generation Operating Company
CalEnergy Geothermal Holding, LLC
Manager (')
Manager (l)
Manager (l)
Director
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (t)
Manager (l)
Manager (l)
Manager (l)
Director
Director
Manager (1)
Anderson, Douglas L. (continued)
Business Entity Title
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CalEnergy Holdings, Inc.
CalEnergy International Ltd.
CalEnergy International Ltd.
CalEnergy International Services, Inc.
CalEnergy International, Inc.
CalEnergy Pacific Holdings Corp.
CalEnergy Pacific Holdings Corp.
CalEnergy U.K. Inc.
CE Administrative Services, Inc.
CE Asia Limited
CE Asia Limited
CE Black Rock Holdings LLC
CE Butte Energy Holdings LLC
CE Butte Energy LLC
CE Casecnan II, Inc.
CE Casecnan Ltd.
CE Casecnan Ltd.
CE Casecnan Water and Energy Company, Inc.
CE Casecnan Water and Energy Company, Inc.
CE Electric (NY), Inc.
CE Electric UK Holdings
CE Electric, Inc.
CE Electric, Inc.
CE Geothermal, Inc.
CE International (Bermuda) Limited
CE International (Bermuda) Limited
CE International Investments, Inc.
CE Luzon Geothermal Power Company, Inc.
CE Luzon Geothermal Power Company, Inc.
CE Mahanagdong II, Inc.
CE Mahanagdong Ltd.
CE Mahanagdong Ltd.
CE Obsidian Energy LLC
CE Obsidian Holding LLC
CE Philippines II, Inc.
CE Philippines Ltd.
CE Philippines Ltd.
CE Power, Inc.
CE Power, Inc.
CE Red Island Energy Holdings LLC
CE Red Island Energy LLC
CE Resource, LLC
Cimmred Leasing Company
Constellation Energy Holdings LLC
Constellation Energy Holdings LLC
Cook Inlet Natural Gas Storage Alaska, LLC
Cordova Funding Corporation
Dakota Dunes Development Company
DCCO Inc.
HomeServices of America, Inc.
HomeServices Relocation, LLC
Kern River Funding Corporation
Kern River Gas Transmission Company
Director
President & Assistant Secretary
Director
Director
Director
President
Director
Director
Director
President & Assistant Secretary
Director
Manager (l)
Manager (l)
Manager (l)
Director
Senior Vice President, General Counsel & Assistant
Secretary
Director
Chairman
Director
Director
Director
President
Director
Director
President & Assistant Secretary
Director
Director
Senior Vice President & General Counsel
Director
Senior Vice President & General Counsel
President & Assistant Secretary
Director
Manager (l)
Manager (l)
Senior Vice President & General Counsel
President & Assistant Secretary
Director
President
Director
Manager (l)
Manager (l)
Manager (l)
Director
President
Manager(l)
Manager (l)
Director
Director
Director
Director
Manager (l)
Director
Executive Committee Member
Anderson, Douglas L. (continued)
Business Entity
KR Acquisition 1, LLC
KR Acquisition l, LLC
KR Acquisition2,LLC
KR Acquisition2,LLC
KR Holding, LLC
KRHolding, LLC
M&M Ranch Acquisition Company, LLC
M&M Ranch Holding Company, LLC
Magma Netherlands B.V.
Magma Netherlands B.V.
MEC Construction Services Co.
MEHC California Utiliry Holdco, LLC
MEHC Canada, LLC
MEHC Canada,LLC
MEHC Investment, Inc.
MEHC Investment, Inc.
MEHC Merger Sub Inc.
Metalogic Inspection Services Inc.
MHC Inc.
MHC Inc.
MHC Investment Company
MidAmerican AC Holding, LLC
MidAmerican Canada Holdings Corporation
MidAmerican Energy Holdings Company
MidAmerican Energy Machining Services LLC
MidAmerican Funding, LLC
MidAmerican Geothermal, LLC
MidAmerican Hydro, LLC
MidAmerican Nuclear Energy Company, LLC
MidAmerican Nuclear Energy Holdings
Company, LLC
MidAmerican Oil Pipeline, LLC
MidAmerican Renewables, LLC
MidAmerican Transmission, LLC
MidAmerican Wind, LLC
Midwest Capital Group, Inc.
MWRCapital Inc.
NNGC Acquisition, LLC
Norming Investments B.V.
Northern Aurora, Inc.
Northern Natural Gas Company
Northern Powergrid Holdings Company
Northern Powergrid Limited
Ormoc Cebu Ltd.
Ormoc Cebu Ltd-
Pinyon Pines I Holding Company, LLC
Pinyon Pines II Holding Company, LLC
Pinyon Pines Wind I, LLC
Pinyon Pines Wind II, LLC
PPW Holdings LLC
Quad Cities Energy Company
Sundial Holding, LLC
Vice President & Secretary
Manager (l)
Vice President & Secretary
Manager (l)
Vice President & Secretary
Manager (l)
Manager (l)
Manager (l)
Chairman & Chief Executive Officer
Director
Director
Manager (l)
Executive Vice President & General Counsel
Manager (l)
Senior Vice President
Director
Corporate Secretary
Director
Senior Vice President, General Counsel & Assistant
Secretary
Director
Director
Manager (l)
Director
Executive Vice President, General Counsel &
Corporate Secretary
Manager(l)
Manager (l)
Manager (l)
Manager (l)
Director
Director
Director
Manager (l)
Manager (l)
Manager (l)
Director
Director
Manager(l)
Senior Vice President & General Counsel
Director
Director
Director
Director
President & Assistant Secretary
Director
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Director
Manager (l)
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Anderson, Douglas L. (continued)
Business Entity Title
Tongonan Power Investment, Inc.
Tongonan Power Investment, Inc.
Topaz Solar Farms LLC
TPZ Holding, LLC
Two Rivers Inc.
Visayas Geothermal Power Company
Dunn, Micheal G.
Business Entity
Senior Vice President & General Counsel
Director
Manager (l)
Manager (l)
Director
Senior Vice President & Assistant Corporate
Secretary
Title
Energy West Mining Company
Glenrock Coal Company
Interwest Mining Company
M&M Ranch Acquisition Company, LLC
M&M Ranch Acquisition Company, LLC
M&M Ranch Holding Company, LLC
M&M Ranch Holding Company, LLC
Pacific Minerals, Inc.
Gale, Brent E.
Business Entity
Director
Director
Director
Chairman & President
Manager (1)
Chairman & President
Manager (l)
Director
Title
MidAmerican Energy Holdings Company
Goodman, Patrick J.
Business Entity
Senior Vice President
Title
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Alaska Gas Pipeline Company, LLC
Alaska Gas Transmission Company, LLC
Alaska Storage Holding Company, LLC
BG Energy Holding LLC
Bishop Hill II Holdings, LLC
Black Rock 1, LLC
Black Rock 2,LLC
Black Rock 3,LLC
Black Rock 4,LLC
Black Rock S,LLC
Black Rock 6,LLC
Broken Bow Wind II Holdings, LLC
Broken Bow Wind II, LLC
CalEnergy Company, Inc.
CalEnergy Generation Operating Company
CalEnergy Holdings, Inc.
CalEnergy International Ltd.
CalEnergy International Ltd.
CalEnergy Intemational Services, Inc.
CalEnergy International, Inc.
CalEnergy Pacific Holdings Corp.
CalEnergy U.K. Inc.
CalEnergy U.K. Inc.
CE Administrative Services, Inc.
CE Asia Limited
CE Asia Limited
CE Black Rock Holdings LLC
CE Butte Energy Holdings LLC
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Director
Director
Director
Senior Vice President & Chief Financial Officer
Director
Director
Director
Director
President
Director
Director
Senior Vice President & Chief Financial Officer
Director
Manager (l)
Manager(l)
Manager
Manager (l)
Manager (l)
Director
Manager (l)
Manager (1)
Manager (l)
Manager (l)
Goodman, Patrick J. (continued)
Business Entity Title
CE Butte Energy LLC
CE Casecnan II, Inc.
CE Casecnan Ltd.
CE Casecnan Ltd.
CE Casecnan Water and Energy Company, Inc.
CE Casecnan Water and Energy Company, Inc.
CE Electric (NY), Inc.
CE Electric UK Holdings
CE Electric, Inc.
CE Geothermal, Inc.
CE International (Bermuda) Limited
CE International (Bermuda) Limited
CE International Investments, Inc.
CE International Investments, Inc.
CE Luzon Geothermal Power Company, Inc.
CE Luzon Geothermal Power Company, Inc.
CE Mahanagdong II, Inc.
CE Mahanagdong Ltd.
CE Mahanagdong Ltd.
CE Obsidian Energy LLC
CE Obsidian Holding LLC
CE Philippines II, Inc.
CE Philippines Ltd.
CE Philippines Ltd.
CE Power, Inc.
CE Resource, LLC
Constellation Energy Holdings LLC
Cook Inlet Natural Gas Storage Alaska, LLC
HomeServices of America, Inc.
HomeServices of America, Inc.
HomeServices Relocation, LLC
IES Holding, LLC
Kern River Funding Corporation
Kern River Gas Transmission Company
KR Acquisition l, LLC
KRAcquisition l, LLC
KR Acquisition2,LLC
KR Acquisition2,LLC
KRHolding, LLC
I(R Holding, LLC
M&M Ranch Acquisition Company, LLC
M&M Ranch Holding Company, LLC
Magma Netherlands B.V.
Magma Netherlands B.V.
MEHC California Utility HoldCo, LLC
MEHC Canada, LLC
MEHC Canada,LLC
MEHC Insurance Services Ltd.
MEHC Insurance Services Ltd.
MEHC Investment, Inc.
MEHC Investment, Inc.
MEHC Merger Sub Inc.
MidAmerican AC Holding, LLC
MidAmerican Canada Holdings Corporation
Senior Vice President & Chief Financial Officer
Director
Senior Vice President & Chief Financial Officer
Director
Director
Director
Director
Director
Senior Vice President & Chief Financial Officer
Director
President
Director
Senior Vice President & Chief Financial Officer
Director
Senior Vice President & Chief Financial Officer
Senior Vice President & Chief Financial Offrcer
Director
Manager (l)
Manager (l)
Senior Vice President & Chief Financial Officer
Senior Vice President & Chief Financial Offrcer
Director
Director
Manager (l)
Manager (l)
Manager (l)
Director
Finance Committee Member
Manager (l)
Manager (l)
Director
Executive Committee Member
Vice President, Treasurer & Assistant Secretary
Manager (l)
Vice President, Treasurer & Assistant Secretary
Manager (l)
Vice President & Treasurer
Manager (l)
Manager (l)
Member
Senior Vice President
Director
Manager (l)
Executive Vice President & Chief Financial Officer
Manager(l)
President & Treasurer
Director
President, Chief Financial Officer & Treasurer
Director
Senior Vice President
Manager(l)
Director
Manager
Director
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Business Entity Title
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MidAmerican Energy Holdings Company
MidAmerican Energy Machining Services LLC
MidAmerican Funding, LLC
MidAmerican Geothermal, LLC
MidAmerican Hydro, LLC
MidAmerican Nuclear Energy Company, LLC
MidAmerican Nuclear Energy Holdings
Company, LLC
MidAmerican Oil Pipeline, LLC
MidAmerican Solar, LLC
MidAmerican Transmission, LLC
MidAmerican Wind, LLC
NNGC Acquisition, LLC
Norming Investments B.V.
Northern Aurora, Inc.
Northern Aurora, Inc.
Northern Electric plc.
Northem Natural Gas Company
Northern Powergrid Holdings Company
Northern Powergrid Limited
Ormoc Cebu Ltd.
Ormoc Cebu Ltd.
Pinyon Pines I Holding Company, LLC
Pinyon Pines II Holding Company, LLC
Pinyon Pines Wind I,LLC
Pinyon Pines Wind II, LLC
PPW Holdings LLC
Solar Star 3,LLC
Solar Star Arizona Holding, LLC
Solar Star Arizona II Holding, LLC
Solar Star Arizona III Holding, LLC
Solar Star Arizona IV Holding, LLC
Solar Star Funding, LLC
Solar Star Projects Holding, LLC
SSC XIX, LLC
SSC XX, LLC
Sundial Holding, LLC
Tongonan Power Investment, Inc.
Tongonan Power Investment, Inc.
Topaz Solar Farms LLC
TPZ Holding, LLC
Visayas Geothermal Power Company
Yorkshire Cayman Holding Limited
Yorkshire Electricity Group plc
Yorkshire Power Finance Limited
Yorkshire Power Group Limited
Moench, Mark C.
Business Entity
Executive Vice President & Chief Financial Officer
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Director
Director
Director
Manager (1)
Manager (l)
Manager (l)
Manager (1)
Senior Vice President & Chief Financial Officer
President
Director
Director
Director
Director
Director
Senior Vice President & Chief Financial Officer
Director
Manager (1)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (t)
Manager (l)
Manager (t)
Senior Vice President & Chief Financial Officer
Director
Manager (1)
Manager (1)
Senior Vice President & Chief Financial Officer
Director
Director
Director
Director
Title
PacifiCorp Foundation
Reiten, R. Patrick
Business Entity
Corporate Secretary
Title
PacifiCorp Foundation Director
Stuver, Douglas K.
Business Entity
Fossil Rock Fuels, LLC
Fossil Rock Fuels, LLC
Walje, A. Richard
Business Entity
Manager
Chief Financial Officer
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Changes in Successive Ownership Between the Regulated Utility and Affiliated Interest
For the Year Ended December 31,2013
In December 2013, Centralia Mining Company, an inactive wholly owned subsidiary of PacifiCorp, was
dissolved.
Refer to Exhibit2l of the Berkshire Hathaway Inc. ("Berkshire Hathaway") Forml0-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, 2013. Refer to Exhibit 2l.l of the MidAmerican Energy Holdings
Company ("MEHC") Form l0-K (File No.001-14881) for a list of certain subsidiaries of MEHC as of
December 31,2013.
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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 alliliation.
Narrative Descriptions for Each Affiliated Entity
Affiliated interests of PacifiCorp are defined by Oregon Revised Statutes757.0l5, 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 offrcers or directors in common with PacifiCorp, or by meeting the ownership requirements of five
percent direct or indirect ownership.
In the ordinary course ofbusiness, PacifiCorp engaged in various transactions with several of its affiliated companies
during the year ended December 31, 2013 . Services provided by PacifrCorp 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, information technology goods and services, banking 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. 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.
("Berkshire Hathaway") family of companieso 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 Raitway 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 faciliry that is jointly owned by PacifiCorp and another utility, as
well as right-of-way agreements.
National Indemnity Company ("NICO") - NICO is a wholly owned subsidiary of Berkshire Hathaway and is a
provider of commercial insurance products. NICO provides PacifiCorp a surety bond.
Marmon Holdings, Inc. ("Marmon") - At December 31 , 2013, Berkshire Hathaway held a 92o/o ownership interest in
Marmon. Marmon is an intemational association of numerous manufacturing and service businesses in energy-related
and other markets. During the year ended December 31,2013, the following Marmon affiliates provided materials,
equipment parts and supplies to PacifiCorp in the normal course of business: Marmon Utility LLC, Graver Water
Systems, LLC and Graver Technologies, LLC.
Wells Fargo & Company ('6Wells Fargo") - At December 31,2013, 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 banking services to PacifiCorp.
U.S. Bancorp - During the second quarter of 2013, Berkshire Hathaway's ownership in U.S. Bancorp surpassed five
percent of U.S. Bancorp's outstanding common shares. Accordingly, this report reflects transactions between PacifiCorp
and U.S. Bancorp that occurred between August 15, 2013 (the date Berkshire Hathaway filed its Form 13-F for the
quarter ended June 30,2013 and its ownership of U.S. Bancorp became known) and December 31, 2013. At
December3l,2013, Berkshire Hathaway held a five percent ownership interest in U.S. Bancorp. U.S. Bancorp is a
financial services company providing lending and depository services, credit card, merchant, and ATM processing,
mortgage banking, insurance, trust and investment management, brokerage, and leasing activities. U.S. Bancorp provides
banking services to PacifiCorp.
The Hartford Steam Boiler Inspection and Insurance Company ("Hartford Steam Boiler") - At December 31,
2013, Berkshire Hathaway held an 1l7o 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.
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Moody's Investors Service ("Moody's") - At December 31, 2013, Berkshire Hathaway held a l2%o 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 31,2013, 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.
American Express Travel Related Services Company, Inc. ("American Express Travel") - At December 31,2013,
Berkshire Hathaway held a l4o/o ownership interest in American Express Company, which wholly owns American
Express Travel. American Express Company is a global services company whose principal products and services are
charge and credit payment card products and travel-related services to consumers and businesses around the world.
American Express Travel provides PacifiCorp travel arrangement services,
DIRECTV - At December 31,2013, Berkshire Hathaway held a seven percent ownership interest in DIRECTV.
DIRECTV is a provider of digital television entertainment. DIRECTV provides PacifiCorp with television programming.
Forney Corporation ("Forney") - Forney is a wholly owned subsidiary of Graham Holdings Company. As of
December 31,2013, Berkshire Hathaway held 1,727,765 of the 6,218,051 outstanding shares of Class B common stock
of Graham Holdings Company. Pursuant to an agreement, which has a termination date (that may be extended) of
February 24,2017, Berkshire Hathaway has granted Donald Graham, Chairman of the Board and Chief Executive
Officer of Graham Holdings Company, a proxy to vote these Class B shares at his discretion. Class B common stock
elects 30olo of the members of the board of directors; Class A common stock elects the remaining 70%. Forney
manufactures front-end combustion components serving the electric utilities, chemical processing, pulp/paper and
cement industries. Forney provides PacifiCorp with equipment parts.
Symetra Life Insurance Company ("Symetra") - At Decemb er 37 , 2073, Berkshire Hathaway held a lTYo 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. SymeEa provides Energy West Mining
Company with excess loss insurance coverage.
MidAmerican Energy Holdings Company (now known as Berkshire Hathaway Energy 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, 2014, Berkshire Hathaway owned approximately 89.8% of MEHC's common
stock. The balance of MEHC's common stock is owned by Walter Scott, Jr., a director of MEHC (along with family
members and related entities) (53%o) ownership interest as of January 31,2014) and Gregory E. Abel, PacifiCorp's
Chairman of the Board of Directors and Chief Executive Officer (1.0% ownership interest as of January 31,2014).
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. Effective April 30, 2014, MEHC was re-
named Berkshire Hathaway Energy Company.
(r) Excludes 3,023,022 shares held by family members and family trusts and corporations, or Scott Family Interests, as to which Mr.
Scott disclaims benefi cial ownership.
MHC Inc. - an indirect wholly owned subsidiary of MEHC. MHC Inc. is 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") - a wholly owned subsidiary of MHC Inc. 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.
Midwest Capital Group, Inc. ("MCG") - a wholly owned subsidiary of MHC Inc. 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") - a wholly owned subsidiary of MHC Inc. MCS is a provider of non-
regulated utility construction services. PacifiCorp provides services to MCS under the IASA.
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.
Iowa Realty Co., Inc. ("Iowa Realty") - a wholly owned subsidiary of HomeServices. Iowa Realty provides real estate
brokerage and relocation services in Iowa. PacifiCorp provides services to Iowa Realty 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 properry damage and liability insurance
deductibles in many of PacifiCorp's policies, as well as overhead distribution and transmission line properfy 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 20,201I and was not renewed; however, MEISL will continue to cover claims
by PacifiCorp arising during the prior policy periods.
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, gas marketing companies, industrial and commercial users and other end-users. PacifiCorp
provides services to Northern Natural under the IASA.
Nevada Power Company ("Nevada Power") - a wholly owned subsidiary of NV Energy, Inc. ('NV Energy"). On
December 19, 2013 , MEHC acquired NV Energy, which then became an indirect wholly owned subsidiary of MEHC.
Accordingly, this report reflects transactions between PacifiCorp and Nevada Power that occurred befween
December 19,2013 and December 31,2073. Nevada Power is principally engaged in the business of generating,
transmitting, distributing and selling electricity. Between December 19,2013 and December 31,2013, Nevada Power
primarily provided PacifiCorp with transmission services and wholesale power and PacifiCorp provided Nevada Power
with transmission services.
Sierra Pacific Power Company ("Sierra Pacific") - a wholly owned subsidiary of NV Energy. On December 19,
2013, MEHC acquired NV Energy, which then became an indirect wholly owned subsidiary of MEHC. Accordingly,
this report reflects transactions befween PacifiCorp and Sierra Pacific that occurred between December 19,2013 and
December 31,2013. Sierra Pacific is principally engaged in the business of generating, transmitting, distributing and
selling electricity. Between December 19,2013 and December 31,2013, PacifiCorp primarily provided Sierra Pacific
with transmission services.
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. Northem Powergrid also owns an engineering contracting business that
provides electrical infrastructure contracting services primarily to third parties and a hydrocarbon exploration and
development business that is focused on developing integrated upstream gas projects in Europe and Australia. PacifiCorp
provides services to Northern Powergrid under the IASA.
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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 lS0-megawatt hydroelectric power generation project
owned by CE Casecnan Water and Energy Company, Inc. PacifiCorp provides services to CalEnergy Philippines under
the IASA.
MidAmerican Renewables, LLC (*MRE") - a wholly owned subsidiary of MEHC. MRE was established to identifu
and invest in renewable energy projects. MRE provides services to PacifiCorp under the IASA. PacifiCorp also provides
services to MRE under the IASA.
CalEnergy Generation Operating Company ("CalEnergy Generation") - an indirect wholly owned subsidiary of
MRE. CalEnergy Generation is organized to manage and operate independent power projects in the United States.
PacifiCorp provides services to CalEnergy Generation under the IASA.
Cordova Energy Company LLC ("Cordova") - an indirect wholly owned subsidiary of MRE. Cordova owns a 55 1-
megawatt natural gas-fueled electric generation facility in Illinois. PacifiCorp provides services to Cordova urder the
IASA.
Pinyon Pines Wind I, LLC ("Pinyon Pines I") - an indirect wholly owned subsidiary of MRE. 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 MRE. Pinyon Pines II owns
and operates a l32-megawatt wind project located near Tehachapi, Califomia. PacifiCorp provides services to Pinyon
Pines II under the IASA.
Solar Star California XIX, LLC ("Solar Star XIX") - an indirect wholly owned subsidiary of MRE. Solar Star XIX is
constructing a 309-megawatt solar project near Rosamond, California. PacifiCorp provides services to Solar Star XIX
under the IASA.
Solar Star California XX, LLC ("Solar Star XX") - an indirect wholly owned subsidiary of MRE. Solar Star XX is
constructing a 27}-megawatt solar project near Rosamond, California. PacifiCorp provides services to Solar Star XX
under the IASA.
Topaz Solar Farms LLC ("Topaz") - an indirect wholly owned subsidiary of MRE. Topaz is constructing a 550-
megawatt solar project in San Luis Obispo County, California. PacifiCorp provides services toTopaz 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.
Electric Transmission Texas, LLC ('ETT") - a joint venture owned equally by a wholly owned subsidiary of MTL
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.
Electric Transmission America, LLC ("ETA") - a joint venture owned equally by a wholly owned subsidiary of MTL
and subsidiaries of American Electric Power Company, Inc. ETA pursues ffansmission opportunities outside of the
Electric Reliability Council of Texas. PacifiCorp provides services to ETA under the IASA.
MidAmerican Central California Transco, LLC (*MCCT") - an indirect wholly owned subsidiary of MTL. MCCT
was formed to participate in the development, ownership and operation of a new transmission line in the Central Valley
region of California. PacifiCorp provides services to MCCT under the IASA.
MEHC Canada, LLC (*MEHC Canada") - a wholly owned subsidiary of MEHC. MEHC Canada invests in
transmission and generation opporturities in Canada. PacifiCorp provides services to MEHC Canada under the IASA.
MEHC Canada Transmission GP Corporation ("MEHC Canada Transmission") - an indirect wholly owned
subsidiary of MEHC Canada. MEHC Canada Transmission invests in transmission and generation opportunities in
Canada. PacifiCorp provides services to MEHC Canada Transmission under the IASA.
Metalogic Inspection Services Inc. ("Metalogic") - an indirect majority owned subsidiary of MEHC Canada.
Metalogic provides nondestructive testing services of piping, vessels and other metal structures used in the oil and gas,
power generation, and pulp and paper industries. PacifiCorp provides services to Metalogic under the IASA.
PPW Holdings LLC - the holding company for PacifiCorp and a direct subsidiary of MEHC. PPW Holdings LLC
remits income taxes to MEHC.
PacifiCorp tr'oundation - an independent non-profit foundation created by PacifiCorp in 1988. PacifiCorp Foundation
supports the growth and vitality of the communities where PacifiCorp and its businesses have operations, employees or
interests. PacifiCorp Foundation operates as the Rocky Mountain Power Foundation and the Pacific Power Foundation.
PacifiCorp 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 (o'Interwest Mining") - a wholly owned subsidiary of PacifiCorp, Interwest Mining
manages PacifiCorp's mining operations and charges a management fee to Bridger Coal Company and Energy West 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 fee that Interwest
Mining charges. Interwest Mining provides administrative services to PacifiCorp. All costs incurred by Interwest Mining
are absorbed by PacifiCorp, Bridger Coal Company and Energy West.
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.
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 befween PMI and IERC. PMI owns 66.67Vo
and IERC owns 33.33% of Bridger Coal. Bridger Coal provides coal from the Bridger mine to PacifiCorp's Jim Bridger
generating facility. PacifiCorp provides administrative services to Bridger Coal.
Trapper Mining Inc. - PacifiCorp owns a2l.40Yo 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%). One of PacifiCorp's employees and one of Interwest Mining's employees serve on the Trapper Mining Inc.
board of directors. PacifiCorp and Interwest Mining are 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 34o/o 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 previously made capital investments in HCIC 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 water stock in FC&RC.
PacifiCorp pays annual assessment fees to FC&RC to help cover its operating and maintenance costs, as well as other
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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 water 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 also previously made capital investments in CCCIC to ensure a long-term, firm water
supply for its Hunter generating facility.
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I. D. Financial Statements
Financial statements or trial balances for the year ended December 31, 2013 are included in Section II.
Transactions.
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lI. Transactions
The following pages include the following information about services rendered by the regulated utility to the
affiliate and vice versa:
o A description ofthe nature ofthe transactions
o Total charges or billings
o Information about the basis ofpricing, cost ofservice, the margin ofcharges over costs, assets allocable to
the services and the overall rate ofreturn on assets
Refer to Appendix A for a discussion of public utility commission orders approving transactions with affrliates.
At times, entities controlled by PacifiCorp directly transact with one another. Additionally, entities controlled by
PacifiCorp may transact directly with MidAmerican Energy Holdings Company ("MEHC") 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.
The following items are excluded from this report as they do not constitute "services" as required by this report.
o "Convenience" payments made to vendors by one entity within the MEHC group on behalf of and charged to,
other entities within the MEHC group. Such convenience payments reflect the ability to obtain price discounts
as a result of larger purchasing power.
o 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 previously granted awards and reimbursements of
payments related to wages and benefits associated with transferred employees. Amounts charged by MEHC to
PacifiCorp as awards are granted to PacifiCorp employees under the LTIP are included as "PacifiCorp received
seryices" on the MEHC page of this section.
BNSF Railway Company
Affiliated Transactions
For the Year Ended December 31, 2013
Account Descrintion
Rail services
Right-of-way fees
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
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$ 31,747,908
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N/A
N/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 l0-K for the
year ended December 31, 2013 (File No. l-6324) at \rywq,.sec.gov.
Tirble t;l.Ciortents
BNSF Railway Company and Subsidiaries
Consolidated Statements of Income
In millions
Revenues
Year Ended Year Ended Year Ended
December 31, December 31, December 31,2013 2012 20tl
21,552 $20,478 S 19,229
Operating expenses:
Compensation and benefits
Fuel
Purchased services
Depreciation and amortization
Equipment rents
Materials and other
4,615
4,503
2,064
1,968
822
912
4,472
4,459
2,122
1,888
8r0
764
4,299
4,267
2,009
1,807
779
808
Total operating expenses 14,884 r4,515 13,958
Operating income
Interest expense
Interest income, related parties
Other expense, net
6,668
57
(82)
10
5,963
55
(s7)
ll
5,271
t5
(32)
10
Income before income taxes
Income tax expense
6,683
2,412
5,954
2,234
5,220
1,947
Net income 4,271 $3,720 $3,273
See accompanying Notes to Consolidated Financial Statements.
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Table *i'f,-orrtents
BNSF Railway Company and Subsidiaries
Consolidsted Bslsnce Sheets
In millions
December 31, December 31,2013 2012
Assets
Current assets:
Cash and cash equivalents
Accounts receivable, net
Materials and supplies
Current portion of deferred income taxes
Other current assets
532
1,264
835
3s8
239
350
1,146
800
340
145
Total cunent assets
Properfy and equipment, net of accumulated depreciation of $2,231 and $1,623,
respectively
Goodwill
Intangible assets, net
Other assets
3,228
52,347
14,803
811
2,272
2,781
50,056
14,803
1,114
l,870
Total assets 73,461 $70,624
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3,083 $
145
2,970
203
Liabilities and Stockholder's Equity
Current liabilities:
Accounts payable and other current liabilities
Long-term debt due within one year
Total current liabilities
Deferred income taxes
Long-term debt
Intangible liabi lities, net
Casualty and environmental liabilities
Pension and retiree health and welfare liability
Other liabilities
3,228
17,383
1,472
961
677
362
964
3,173
16,510
1,622
1,214
750
786
944
Total liabilities 25,047 24,999
Commitments and contingencies (see Notes 4, I I and 12)
Stockholder's equity:
Common stock, $1 par value, 1,000 shares authorized;
issued and outstanding and paid-in-capital
Retained earnings
Intercompany notes receivable
Accumulated other comprehensive income (loss)
42,920
13,646
(8,397)
245
42,920
9,375
(6,425)
(24s)
Total stockholder's equity 48,414 4s,62s
t7
73,461 $70,624Total liabilities and stockholder's equity
See accompanying Notes to Consolidated Financial Statements.
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National Indemnity Company
Affiliated Transactions
For the Year Ended December 31, 2013
Account Description
Surety bond premium
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
$ 427.920
s 427.920
(a)
(a)
(a)
(a)
(a)
$-
N/A
N/A
N/A
N/A
N/A
(a) Transactions with National Indemnity Company are provided to PacifiCorp in the normal course ofbusiness at standard pricing.
National Indemnity Company is not a public company, and its financial statements are not available.
Marmon Utitity LLC
Affiliated Transactions
For the Year Ended December 31, 2013
Account Description
Materials
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
aI!taaaaoaa
s 211.463
$_______211A63
(a)
(a)
(a)
(a)
(a)
N/A
N/A
N/A
N/A
N/A
a
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(a) Transactions with Marmon Utility LLC are provided to PacifiCorp in the normal course ofbusiness at standard pricing.
Marmon Utility LLC is not a public company, and its financial statements are not available.
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Graver Water Systems rLLC
Affiliated Transactions
For the Year Ended December 3L, 2013
Account Description
Equipment parts
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
$ 890
$_-_________890
(a)
(a)
(a)
(a)
(a)
$-
N/A
N/A
N/A
N/A
N/A
(a) Transactions with Graver Water Systems, LLC are provided to PacifiCorp in the normal course ofbusiness at standard pricing.
Graver Water Systems, LLC is not a public company, and its financial statements are not available.
Graver Technologies, LLC
Affiliated Transactions
For the Year Ended December 31, 2013
Account Descrintion
Supplies
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofretum on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
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$__________r75
(a)
(a)
(a)
(a)
(a)
$_______________
N/A
N/A
N/A
N/A
N/A
(a) Transactions with Graver Technologies, LLC are provided to PacifiCorp in the normal course ofbusiness at standard pricing.
Graver Technologies, LLC is not a public company, and its financial statements are not available.
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Wells Fargo & Company
Affiliated Transactions
For the Year Ended December 3Lo 2013
Account Description
Banking services
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received PacifiCorpProvidedServices Services
$ 2.262.90r $
$____2.ru.99l S___-----__--_-_
(a)
(a)
(a)
(a)
(a)
N/A
N/A
N/A
N/A
N/A
(a) Wells Fargo & Company provides banking services to PacifiCorp in the normal course ofbusiness at standard pricing for certain transactions
and at negotiated rates below standard pricing for certain other transactions.
For further information on the following financial statements, refer to Wells Fargo & Company's Form l0-K for the year
ended December 31,2013 (File No. 001-2979) at E\tvav.sec.gov.
Wells Fargo & Company and Subsidiaries
Consolidated Statement of Income
Year ended December 31-
(in millions. exceDt Der share amounts)20t2 20t1
Interest income
Trading assets
Investment securities
Mortgages held for sale
Loans held for sale
Loans
Other interest income 723
t,376
81116
1,29O
13
35,571
1,358
8,098
1,825
4L
36,482
587
t,440
8,475
1,644
58
37,247
548
Total interest income 47.OA9 48.391 49.4t2
Interest expense
Deposits
Short-term borrowings
Long-term debt
Other interest exoense
L,337
60
2,585
3()7
t,727
79
3,110
245
2,275
80
3,978
316
Total interest expense 4,2A9 5.161
Net interest income
Provision for credit losses
42,8OO
2,309
43,230
7,2L7
42,763
7,899
Net interest income after provision for credit losses 36,013 34,864
Noninterest income
Service charges on deposit accounts
Trust and investment fees
Card fees
Other fees
Mortgage banking
Insurance
Net gains from trading activities
Net gains (losses) on debt securities (1)
Net gains from equity investments (2)
Lease income
Other
5,O23
13,43O
3,191
4,34O
8,774
1,814
1,623(2e)
1,472
663
679
4,683
1 1,890
2,838
4,519
1 1,638
1,850
1,707
( 128)
1,485
567
1.807
4,280
1 1,304
3,653
4,r93
7,832
1,960
L,Ot4
54
L,482
524
1.889
Total noninterest income 40,980 42,856 38,185
Noninterest expense
Salaries
Commission and incentive compensation
Employee benefits
Equipment
Net occupancy
Core deposit and other intangibles
FDIC and other deposit assessments
Other
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15,152
9,951
5,O33
1r984
2,995
1,5O4
961
11,362
14,689
9,s04
4,6LL
2,068
L4,462
8,8s7
4,348
2,2832,857 3,011t,674 1,880
1,356 r,26613.639 13.286
Total noninterest expense 48,842 s0.398 49,393
Income before income tax expense 32,629 28,47t 23,6569.103 7.445Income tax exDense 1O,4O5
Net income before noncontrolling interests
Less: Net income from noncontrollino interests
22,224
346
19,368
471
16,2Lt
342
Wells Faroo net income 18.897 15.859
Less: Preferred stock dividends and other
Wells Farqo net income aDolicable to common stock 17.999 15.025
Per share information
Earnings per common share
Diluted earnings per common share
Dividends declared per common share
Average common shares outstanding
Diluted averaqe common shares outstandinq
3.95
3.89
1.15
s,287.3
537A.2
3.40
3.36
0.88
5,287.6
5,351.5
2.85
2.82
0.48
5,278.1
5,323.4
(1) Total other-than-temporary impairment (OTTI) losses (gains) were $39 million, $3 million and $349 million for the year ended December 31, 2013, 2012 and 2011,
respectively. Of total OTTI, losses of $158 million, $240 million and $423 million were recognized in earnings, and gains of $(119) million, $(237) million and $(74) million
were recognized as non-credit-related OTTI in other comprehensive income for the year ended December 31, 2013, 20tZ and 2011, respectively.(2) IncludesOTTIlossesof$186million,$lT6millionand$288millionfortheyearendedDecember31,2013,2012and2011,respectively.
The accompanying notes are an integral part ofthese statements.
Wells Fargo & Company and Subsidiaries
Consolidated Balance Sheet
December 31.
(in millions- exceot shares) 2013 2012
Assets
Cash and due from banks $
Federal funds sold, securities purchased under resale agreements and other short-term investments
Trading assets
Investment securities:
Available-for-sale, at fair value
Held-to-maturity, at cost (fair value $12,247 and $0)
Mortgages held for sale (includes $13,879 and $42,305 carried at fair value) (1)
Loans held for sale (includes $1 and $6 carried at fair value) (1)
Loans (includes $5,995 and $6,206 carried at fair value) (1)
19,919
2L3,793
62,813
252,OO7
L2,346
L6,763
133
825,799
21,860
137,313
57,482
235,199_
47,149
110
799,574
( 17,060)Allowance for loan losses (14,502)
Net loans 8r.1,297 782,5t4
Mortgage servicing rights :
Measured at fair value
Amortized
Premises and equipment, net
Goodwill
Other assets (includes $1,386 and $0 carried at fair value) (1)
15,580
L1229
9,156
25,637
86,342
1 1,538
1,160
9,428
25,637
93,578
Total assets (2)i L,527,OL5 1,422,968
Liabilities
Noninterest-bearing deposits
Interest-bearinq deDosits 79,.,()6(,
$ 288,117 288,207
7t4,628
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Total deposits
Short-term borrowings
Accrued expenses and other liabilities
Lono-term debt (includes $0 and $1 carried at fair value) (1)
L,O79,L77 1,002,83553,883 57,175
69,949 76,668
1s2,998 t27.379
Total liabilities (3) 1,356,007 1,264,057
Equity
Wells Fargo stockholders' equity:
Preferred stock
Common stock - $1-213 par value. authorized 9,000,000,000 shares;
issued 5,481,811,474 shares and 5,481,811,474 shares
Additional paid-in capital
Retained earnings
Cumulative other comprehensive income
Treasury stock - 224,648,769 shares and 215,497,298 shares
7.6,267
9,136
60,296
92,36t
1r386
(8,104)
12,883
9,136
59,802
77,679
5,650
(6,610)
(986)Unearned ESOP shares (1,2OO)
Total Wells Fargo stockholders' equity 17o,142
Noncontrollinq interests 855
t57,554
L,357
Total eduitv 171,OO8 158.911
Total liabilities and eouitv $ 1,527,015 1,422,968
(1) Parenthetical amounts represent assets and liabilities for which we have elected the fair value option.(2) OurconsolidatedassetsatDecember3l,20l3andDecember3L,20T2,includethefollowingassetsofcertainvariableinterestentities(VIES)thatcanonlybeusedtosettle
the liabilities of those VIES: Cash and due from banks, $165 million and $260 million; Trading assets, $162 million and $114 million; Investment Securities, $1.4 billion and
92.8 billion; Mortgages held for sale, 938 million and $469 million; Net loans, $6.0 billion and $10.6 billion; Other assets, $347 million and $457 million, and Total assets,
$8.1 billion and $14.6 billion, respectively.(3) OurconsolidatedliabilitiesatDecember3T,2OlSandDecember3l,2012,includethefollowingVlEliabilitiesforwhichtheVlEcreditorsdonothaverecoursetoWells
Fargo: Short-tem borowings, 929 million and $0 mlllion; Accrued expenses and other liabillties, $90 million and $134 million; Long-tem debt, $2.3 billion and $3.5 billion;
and Total liabilities, 92.4 blllion and $3.5 billion, respectively.
The accompanying notes are an integral part ofthese statements.
[I.S. Bancorp
Affiliated Transactions
For the Period from August 15, 2013 to December 31, 2013
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PacifiCorp Received
Services (")PacifiCorp Provided
ServicesAccount Description
Banking services
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
$ 22t.827
s 221.827
(b)
(b)
(b)
(b)
(b)
$_
N/A
N/A
N/A
N/A
N/A
(a) During the second quarter of 2013, Berkshire Hathaway's ownership in U.S. Bancorp surpassed five percent of U.S. Bancorp's outstanding
common shares. Accordingly, this report reflects transactions between PacifiCorp and U.S. Bancorp that occurred between August 15, 2013
(the date Berkshire Hathaway filed its Form l3-F for the quarter ended June 30,2013 and its ownership ofU.S. Bancorp became known) and
December 3 l, 2013.
(b) U.S. Bancorp provides banking services to PacifiCorp in the normal course of business at standard pricing for certain transactions and at
negotiated rates below standard pricing for certain other transactions.
For further information on the following financial statements, refer to U.S. Bancorp's Form 10-K for the year ended
December 31, 2013 (File No. 1-6880) at !vww.s0c.sov.
lr,S, Bancorp
Consolidated Balance Sheet
At December 3l (Dollars in Millions)2013 2012
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Assets
Cash and due from banks ..
lnvestment securilies
Held-to-maturity (fair value $38,368 and $34,952, respectively; including $994 and $1,482 at lair value
pledged as collateral, respectively) (a) .....
Availablejor-sale ($1 ,106 and $2,042 pledged as collateral, respectively) (a) ......
Loans held for sale (including $3,263 and $7,957 ol mortgage loans carried at fair value, respectively)
Loans
Commercial
Commercial real estate
Residential mortgages
Credit card.
Other retail
Total loans, excluding covered loans ..
Covered loans ..
Total loans
Less allowance for loan losses .
Net loans
Premises and equipment ........
Goodwill
Other intangible assets .
Other assets (including $111 and $47 of trading securities at lair value pledged as collateral, respectively) (a) ...
Total assets
Liabilities and Shareholders' Equity
Deposits
Noninterest-bearing. . .
lnterest-bearing
Time deposits greater than $100,000
Total deposits
Short-term borrowings
Long-term debt......
Other liabilities.
Total liabilities
Shareholders' equity
Prefened stock ...
Common stock, par value $0.01 a share - authorized: 4,000,000,000 shares; issued: 2013 and
2012 - 2,125,725,742 shares .
Capital surplus
Retained earnings
Less cost of common stock in treasury: 2013 - 300,977,274 shates;2012 - 256,294,227 shares .
Accumulated other comprehensive income (loss) ...
Total U.S. Bancorp shareholders' equity ..
Noncontrolling interests. .
Total equity.
Total liabilities and equity
$ 8,477
38,920
40,935
3,268
$ 8,252
34,389
40,1 39
7.976
70,033 66,22339,885 36,953
51 ,1 56 44,01818,021 17,11547,678 47,712
226,773 212,021
8,462 11,308
235,235 223,329(4,250) (4,424)
230,985
2,606
9,205
3,529
26,096
218,905
2,670
9,1 43
2,706
29,675
$364,021 $353,855
$ 76,941
156,165
29,017
$ 74,172
145,972
29,039
zoz, tzJ
27,608
20,049
12,434
249,183
26,302
25,516
12,587
322,214
4,756
tt
8,216
38,667
(9,476)
(1,071)
313,588
4,769
21
8,201
34,720
(7,790)
(e23)
41,113
694
38,998
1,269
41.807 40,267
$364,021 $353,855
(a) lncludes only coilatenl pledged by the Company whqe cMterpartios have the right to sell u dedge the colatffil.
See Notes to Consolidated Financial Statements.
U.S. BANCORP
lr,S, Bancorp
Consolidated Statement ol lncome
Year Ended December 31 (Dollars and Shares in Millions, Except Per Share Data)2011
lnterest lncome
Loans ..
Loans held for sale .
lnvestment securities
Other interest income.
Total interest income ..
lnterest Erpense
Deposits
Short{erm borrowings
Long-term debt .... .....:...
Total interest expense
Net interest income.
Provision for credit losses .
Net interest income after provision for credit losses ..
l{oninterest lncome
Credit and deblt card revenue
Corporate payment products revenue.
Merchant processing services
ATM processing services..
Trust and investment management fees. . . .
Deposit service charges.......
Treasury management fees ...
Commercial products revenue
Mortgage banking revenue
lnvestment products fees. . . .
Securities gains (losses), net
Realized gains (losses), net. . . . .
Total otherthan{emoorary impairment
Portion of other{han-temporary impairment recognized in other comprehensive income .
Total securities gains (losses), net .....
Other ..
Total noninterest income
Noninterest Expense
Compensation
Employee benefits
Net occupancy and equipment
Professional services
Marketing and business development.
Technology and communications ..
Postage, printrng and supplies
Other intangibles ..... ..
Other ..
Total noninterest expense
lncome before income laxes
Applicable income taxes
Net income
Net (income) Ioss attributable to noncontrolling interests.
Net income attributable to U,S. Bancorp ......
Net income applicable to U.S. Bancorp common shareholders
Earnings per common share ..
Diluted earnings per common share ..
Dividends declared per common share ..
Average common shares outstanding.....
Average dilutecj common shares outstanding
$10,277
203
1,631
174
$10,558 $10,370282 2001,792 1,820
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249
841
986
129
4
(60)
25
251
12,285 12,883
691
442
1,005
12,639
840
531
1,145
561
AEQ
767
1.681 2,138 2,516
10,604
1,340
10,745
1,882
1 0,1 23
2,343
9,264
965
706
'1 ,458
327
1 ,139
670
538
859
1,356
178
8,863
892
744
1,395
346
1,055
653
541
B78
1,937
150
59
(62)
(12)
7,780
1,073
ao^
1,355
452
1,000
659
EA I
10
(6)
(B)
I
569
(15)
743
(31)
1,011
8,774
4,371
1,140
949
381
357
84B
310
223
1,695
9,319
4,320
945
917
530
388
821
304
274
'1 ,957
8,760
4,041
845
999
383
369
758
303
299
1,914
10,274 10,456 9,911
7,764
2,032
7,726
2.236
6,629
1,841
5,732
104
5,490
157
4,788
84
$ 5,836 $ 5,647 $ 4,872
$ 5,552 $ 5,383 $ 4,721
$ 3.02$ 3.00$ .BB5
1,839
1 P,/.O
$ 2.85
$ 2.84$ .780
1,887
'1 ,896
2.47
2.46
.500
1,9 14
1,923
$
$
$
See Noles to Cansolidated Fnancial Statements
U.S. BANCORP
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The Hartford Steam Boiler Inspection and Insurance Company
Affiliated Transactions
For the Year Ended December 31, 2013
PacifiCorp Received PacifiCorp Provided
Services ServicesAccount Description
Transformer oil and gas analysis
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
$ 4.t26
$_________4J26
(a)
(a)
(a)
(a)
(a)
N/A
N/A
N/A
N/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, 2013
Account Description
Rating agency fees
Total
PacifiCorpReceived PacifiCorpProvided
Services Services
s 4l6.4ls $ -
$_______41ftt15
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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 sewices to PacifiCorp in the normal course ofbusiness 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 lO-K for the year ended December 31, 2013 (File No. l-14037) at
w\11,1,,.SCC.gov.
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MOODY'S CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in mitlions, except per share data)
Revenue
Expenses
Operating
Se[ting, generaI and administrative
Goodwitt impairment charge
Depreciation and amortization
Totat expenses
Operating income
lnterest income (expense), net
Other non-operating income (expense), net
Non-operating income (expense), net
lncome before provision for income taxes
Provision for income taxes
Net income
Less: Net income attributabte to noncontrolting interests
Net income attributable to Moody's
Earnings per share
Basic
Dituted
Weighted average shares outstanding
Basic
Diluted
The accompanying notes are an integral part of the consolidated financial statements.
Year Ended December 31,
2013 2012 2011
2,972.5 s 2,730.3 s 2,280.7
822.4
822.1
93.4
795.0
752.2
12.2
93.5
683.5
629.6
79.2
1,737.9 1,652.9 1,392.3
1,234.6 1,077.4
(e1.8)
25-5
(63.8)
10.4
(62.1)
13.5
(6s.3)(s3.4)(48.6)
1,169.3
353.4
't,024.0
324.3
839.8
261.8
815.9
11.4
699.7
9.7
578.0
6.6
s 804.s
3.67 s
690.0 s
3.09 s
571.4
2.52
3.60 s 3.0s s 2.49
219.4
223.5
MOODY',S 20i3 10K 53
MOODY'S CORPORATION
CONSOLIDATED BALANCE SHEETS
(amounts in mitlions, except share and per share data)
ASSETS
Current assets:
Cash and cash equivatents
Short-term investments
Accounts receivable, net of allowances of 528.9 in 2013 and 529.1 in 2012
Deferred tax assets, net
Other current assets
Total current assets
Property and equipment, net
CoodwilI
Intangible assets, net
Deferred tax assets, net
Other assets
Total assets
LIABILITIES, REDEEMABLE NONCONTROTLING INTEREST AND SHAREHOLDERS' EQUITY
Current Iiabilities:
Accounts payabte and accrued tiabitities
Deferred tax [iabilities, net
Current portion of long-term debt
Deferred revenue
TotaI current liabitities
Non-current portion of deferred revenue
Long-term debt
Defened tax Iiabilities, net
Unrecognized tax benefits
Other [iabilities
Total liabilities
Contingencies (Note 18)
Redeemable noncontrolting interest
Shareholders' equity:
Preferred stoch par value S.01 per share; 10,000,000 shares authorized; no shares issued and
outstanding
Series common stock, par value S.01 per share; 10,00Q000 shares authorized; no shares issued
and outstanding
Common stock, par vatue S.01 per share; 1,000,000,000 shares authorized; 342,902,272 shares
issued at December 31, 2013 and December 31,2012, respectively.
Capitat surptus
Retained earnings
Treasury stock, at cosq 128,941,621 and 1 '19,650,254 shares of common stock at December 31,
2013 and December 31,2012, respectively
Accumutated other comprehensive loss
Total Moody's shareholders' equity
Noncontrolting interests
Total sharehotders' equity
TotaI liabitities, redeemable noncontrotting interest and shareholders' equity
The accompanying notes are an integral part of the consotidated financiat statements.
December 31,
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2013
1,919.5
186.8
694.2
53.9
114.4
1,755.4
17.9
621.8
38.7
91.9
2,968.8
278.7
665.2
221.6
148.7
112.1
2,525.7
307.'l
637.1
226.5
168.5
96.0
4,395.1 3,960.9
538.9
4.O
598.4
555.3
63.8
545.8
't,141.3
109.2
2,101.8
59.1
195.6
360.2
1,164.9
94.9
1,607.4
58.1
156.6
410.1
3,967.2
80.0
3,492.O
72.3
3.4
r105.8
5,302.1
(s,31e.7)
(54.6)
3.4
365.1
4,713.3
(4,614.s)
(82.1)
337.O
10.9
385.2
11.4
347.9
3,960.94,395.1 s
MOODY',S ?013 10K 65
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International Business Machines Corporation
Affiliated Transactions
For the Year Ended December 31, 2013
PacifiCorp Received
Services
PacifiCorp Provided
ServicesAccount Description
Computer hardware and software and computer systems
consulting and maintenance services
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
$ 4.s92.66s
$_____4592-665
(a)
(a)
(a)
(a)
(a)
$
N/A
N/A
N/A
N/A
N/A
(a) International Business Machines Corporation provides services to PacifiCorp in the normal course ofbusiness at standard pricing.
For further information on the following financial statements, refer to International Business Machines Corporation's
Form I0-KfortheyearendedDecember3l,2013 (FileNo. I-2360) atvr.:wrv.$ecr.got,.
Consolidated Statement of Earnings
lnternational Business N,lachines Corporation and Subsidiary Companies
($ in millions exceot oer share amounts)
For the v€r ended Deemb€r 31:
Revenue
Services $ 59,453 $ 60,721
43,014 44,063
2.O40 2.132
Total revenue 104.507 106.916
Cost
S€rvices 40.740
t.J v50 14.973
1.087 1.065
Totalcost ::... , : 54,205 56,778
Gross Drofit 50.298 50.138
Expense and other income
Sellino. oeneral and administrative 23.594
Research, development and engineering O i't.itrl{'i 6,302 6,258
lntellectual oroDertv and custom develoDment income fi.o74\ n .108)
Other (income)and expense ii;??l (843)
lnterest exoense
Total exDens€ and other lincome)
lncome before income taxes 21 .902 21,003
provision for income taxes N lrr .!,1 5.299 5.148
Net income s 16.604 s .15.855
Earnings per shaie of common stock
Assumino dilution s 14.37 s 13.06
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Weiglrted-average number of common shares outstanding
Assumino dilution 1 .1 55.449.317 1.21 3.767.985
Amounts may not add due to rounding.
The accompanying notes on Fagos 84.tir ougj'r "r4i:t are an integral part of the linancial statements.
Consolidated Statement of Financial Position
lnternational Business Machines Corporation and Subsidiary Companies
(S in millions exceot oer share amounts)
At December 3 l:
A$etg
Current assets
Cash and cash eouivalents $ 10,412
Marketable securities 717
Notes and accounts receivable-trade (net of allowances of $291 in 20.13 and $255 in 2012)
Short-term financinq receivables (net of allowances of $308 in 2013 and $288 in 2012)
Other accounts receivable (net of allowances of $36 in 2013 and $17 in 2012)1.873
2,287
Deferred taxes 1.4"15
PreDaid exoenses and other current assets 4,O24
Total current assets 49.433
Propertv, Dlant and equiDment
Less: Accumulated deDreciation G l:t .i i'i 26.505
Prooertv, olant and eouiDment-net 13,996
Lono-term financino receivables (net of allowances of $80 in 2013 and S66 in 2012)12.412
Preoaid oension assets
Deferred taxes 3.973
29,247
lntanoible assets-net 3.787
5,021Investments and sundrv assets
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Totalassets a 'il $119,213
Liabilities and equity
Current liabilities
$ 4.948
Short-term debt D&J
Accounts oavable 7.952
Compensation and benefits 4,745
Deferred income 11.952
Other accrued expenses and liabilities 4,847
Total current liabilities 43.625
Lonq-term debt 24.O88
Retirement and nonpension postretirement benefit obliqations 20,418
Deferred income 4.491
Other liabilities 7,607
Total liabilities 100.229
Continoencies and commitments
IBM stockholders'
Common stock oar value $.20 oer share. and additional oaid-in caoital 50.1 10
Shares authorized: 4.687500.000
Shares issued (201 3 - 2,207,522,548', 2012 -2,197,561,159)
Retained earninos :.::': 117.641
TreasurV stock, at cost (shares: 2013-1,153,131,611; 2012-1,080,193,483)(123,131)
Accumulated other comorehensive income/(loss)(25.759\
Total IBM stockholders' equity 18,860
Noncontrollino interests 124
Total equity 18,984
Total liabilities and eouitv
Amounts may not add due to rounding.
The accompanying notes on paec:is sj4 throi.rqir i4rj are an integral part of the financial statements
American Express Travel Related Services Company, Inc.
Affiliated Transactions
For the Year Ended December 31, 2013
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PacifiCorpReceived PacifiCorpProvidedServices ServicesAccount Description
Travel arrangement services
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
$ 408
$____________408
(a)
(a)
(a)
(a)
(a)
N/A
N/A
N/A
N/A
N/A
(u) American Express Travel Related Services Company, Inc. provides services to PacifiCorp in the normal course ofbusiness at standard pricing.
American Express Travel Related Services Company, Inc. is not a public company, and its financial statements are not
available. The financial statements for its parent company, American Express Company, are included. For fi.uther
information on the following financial statements, refer to American Express Company's Form l0-K for the year ended
December 31, 2013 (File No. l-7 657) at ww&'.sec. scl\,'.
t
AMERICAN
CONSOLIDATED
EXPRESS COMPANY
STATEMENTS OF INCOME
Yoars Errrlerl Decernlror.31 (/ly'iiiittits, t::xr:opt S:er shate ainculls)2013
Revenues
\l on - i nte rr:si rei,en ues
Discoi.rnt r0veriu0
Nel card fees
Trervei c0rtntrssrons ancl fees
Othor commis!ions :inC fees
Otlrer
18,695 $
2,631
1,913
2.414
2.274
1"i "|al c
1,:i4t)
?.425
16,.734
2.145
147-l
,.2t-t-9
2.li.;4
Total non'rnterest reverrue5 27.927 26.9?7 25.5f.6
lnterest income
Interest on l0an-c
lnterest zlnd di'.,idei.Js cn rn\,,esiment secunties
DeDosits vi itlr baiiks ,?nc! iltiliir
6,718
201
86
,J,5i1
e/-
at ')1')
.i1/
-9 t-
Toi.al inte|est inc0nro 7,005 (;,8Ii4 6,6!t6
lnterest expense
Dep(r! its
Lolg-torrr tiebi and other
442
1.516
48C 528
j, / .l\r L, / \1:
Tctal ilT l.eresl expeirrie 1.958 ?-,;::?ij ::,:i20
Net interest inlrome 5.O47 4.?,)28 4.376
ioial rer,enJes n{,'t of iniere:;t expr-.nso 32,974 3i 555 2t,:t.9t:t2
Provisions for losses
Charge carcl
Ca rd l\,,10nrl.,er ioirn:;
Cther
749
r,229
92
/4/
L,i4l)(xl
fla\
253
20
Total prc)vi-cioxS flrr lC)SS|S 2.LtO 1C90 1.t12
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TOi.al rdve|rr.lt)S net of intere:,ri e{irenso a[lcr []r()vi:iiunS l()r hl:;Ses 30.864 2B.8ai0
Expenses
l./l-jrkotirrg. prDmoticn. re\n/arils and Card f'4€r.1|-ler services
S.ilaros anc employee nenett'ts
Cther, fld'i
to.267
6.191
6.518
29.565
9.914
6,t)97
5.57..1
C Ozal
i, ?c,'.'
5.71?.
T,:rtai 22.976 2).111 2t.894
Pretax in,.,or re tronr con1lnu ing opr]|'ii tioTts
I nucnte tar pruvisiun
7.888
2.529
6.451
1.9{;9
6,956
a.\.t:) /
I nccrne f rorTr continLring .rF)erations
I ncirnre fTcrm d isccrti nLred o p€ii ations, rret c,l tax
u,ru:4,1L1?4,39!
-16
[]el rncerYre 5,359 4,452 4.1t35
Earnings per Common Share - Basic: (Note 18)
lncome f 11)m cclatinuinE op{lratir)n:\ attributabler to crln'lmon sh.lrr)hr)lilersla)
lntcrnc f rc)m di-sconiintled cDerations
4.91 3.-cll s. 4.11
0.03
l'1gt incclnre attriLrutaLile ic coi-nmcn shar'ahciCeasri $ 4.91 3.91
Earnings per Common Share - Diluted: (Note 18)
Inclrrrre f rom cc:rtiiTiriiT!-l operzrtions attribulail{e to cornmon :rl-iaTeltoldersra/
lncome f rom disar:ntrnlrerj operations
4.88 .i 8!)4.i.)()
O,O.]
flct in,:cme ilttnbuiabio ic cc)mmon sh:iir:hc:derslr,4.88 J.Cv , 4.12
A,,,eragc ,iorIr:tori shJres outstandilg for earnings per curi'trnon sf r;ire
Sasrc:
Diiuteci
1,082
1.O89
1,135
1.14i
i.178
1,184
million for the years carded l)('crT)bc.r 31, :013, 201? and :01 1, respectively.
See Notes to Consolidated Einancial Statements.
60
AMERICAN EXPRESS COMPANY
CONSOLIDATED BALANCE SHEETS
2013 2012
Assets
Ca:;h ar[l (.iti]ft r)(rtiiValent:t
Clttsit ar rii d(ril Iir)f] r I'i:l rr:i
Sflcrrt-terrn iriv(i:,irill:jrt sieCurities
2,212 S
16.776
494
2:,O2O
l9,rig2
3?,4
l r)1 a i cil:i I :;r i iil ..i:i: r ()fjir i r:r iinis
Ar:r.:i.rLrt r'ls I r,r'r iviti:lr,
$7,.i2:l: :r)12 13.1.r1:1. l(,r;:, r'r:;r:rves: 2(.ll3. !-JStr: '2r.-t72. \42E
Cltlrer rc:ert'';tlrilli. l,t:i:- rtrr:;lirvL.r:t: 2Cl-i. S71i 2312. $-qt)
1.. r'an:;
$31,7:i1j. li'r:i r,..;r:r r,,.,i 24t1-1. $i.:a1: ZAQ, i7,471
Otlrdr i.an:i, inss resnrvrrs: 2i)1.1. S13: 2i)72, $2i.')
I nve:itrn.n1. sF i. ur i I ir.,(-.
F't(rtt-rtt,eS atlrl r)(lrlf)r'riiriri. ir::::; acr:lrTrtriiated il?pieciaiir)rr and arnoTtizilttOn:2[iI.i. $5.i,l78; 2OI2,'$5.429
Clhr:ra::;etsliirrlurirr:.r.1;1rt;ir]iirdrja:;iralironsolidal0dvarial)lorntttrt:,rir:nlilrr,::;: 201.-:,t53.:012.$76)
19,486
43.777
3,408
22,2t,(.)
.i2.:1.18
.;,.i'i (:
65.977 5:1.752
608 lja:ii5,016 5,(,r,43.875 3 b:i511,228 i1..x18
-ii-rial as:;cis 1s3.375
Liabilities and Shareholders' Equity
Liabilities
Cr rs l()nrer d.:p Jl ri :,;
Traveiers Clt;:{lir,ji ar:rl c,tl er pr-epat:C procur:tl
A'lcOUnis niryai)i,l
ShOrt-torrn bcrruwing:r lrTrr:lirlJe:; drlbt isSUeC hy consr)lidalod var'iilli{)
l..o! i!l-1-crrn ciei.)i (rni:ilraie5 d--bt r:i-c.Jeal il'/ uOn:;r.rlrcial.cu vzlili,file ir)icre:it
Cther lr,rbrlities
ntori,.it ei:l lies: 201.-1, li2,(100
enl: iie.s; 2Oi.:1. S].S.tr-ii(;t 2017.
2(:12, rtl)
$ 41,763
4,240
10,615
5,02r
55,330
16,910
-[otal liabrliti,,r:r
Commitments and Contingencies (Note 24)
Shareholders' Equity
anr.i l,.lC:1 ir riliir)t I shi-r I e; JS r--i Dei:eniber i 1, iO.1ll
Atlcrti,rr :l I)a:(J-in,ral)itai
Re:tarnoC ijrii i lirr:li,
A.r'Urnr,i;:i0ri (r1llr.tr r (.lrtr)rrtit{tnSjve (lOs.:;) !nCl)n }e
Nel L[r|e,,rl;.1;rij :it,iijrttii.):i ts]r,itr:;. Itt if tax of; l0irl, S,:'!.:i: :l(.1.1.:1, S.175
Fc,rsili11 1'1 rf(,fi. v lr,rntrlaiii)rr adlLrslrrents, net i)i tax of I lltil:1, t(526)' 2012, .$(5i1)
l'lct rtrr r;rlr,:r:rj i)Lrn:; r,ir arTrd ctiri-.r pcstretlronr€jrii Deneiii |lssrlr,, r'rL)l ,)i ia ( L)t: 201.:f. $(177): 21112. $(2:j:j)'lirlal ar.ri.tr |ul;i1r.rc r)l itil!r .romnr rherrsive lo..rs
$ 133,879
213
t2.242
8.507
63
(1,09O)
(3es)
$ 15:1,1.10
s :i!),eo..l
4,fiOi
10.r106') )1r
58,97:l
17,557
a \ ),1 ,I:./
i:,:1
12.Ctt7
7,525
.i.lI)
t754)
(488)
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(1,426t t.92l )
Total sl'larehol(iei:i a:quiiv t9,496
T,)lal li,-iirriilre:l drcl .iir,rTch,)ldor:,' t,-ti.:rtr, $ 153,375 1, 15:1,.140
S('(' Notet to (;onsoli,latr'd Financial Statcments
62
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DIRECTV
Affiliated Transactions
For the Year Ended December 31, 2013
Account Description
Television programming
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofretum on assets
PacifiCorp Received
Services
PacifiCorp
Provided Services
$ 3.250
s 3.2s0
(a)
(a)
(a)
(a)
(a)
$-
$--------=
N/A
N/A
N/A
N/A
N/A
(a) DIRECTV provides services to PacifiColp in the normal course of business at standand pricing.
For further information on the following financial statements, refer to DIRECTV's Form 10-K for the year ended
December 31,2013 (File No. l-34554) at ivww.sec.gev.
Table of Contents
72
(840)
106
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DIRECTV
CONSOLIDATED STATEMENTS OF OPERATIONS
2013 2012 2011
(Dolla13 ln Xlillions, Excopt Po.
Share Amounts)$ 31,754 $ 2s,740 $ 27,226Revenues
Operating costs and expenses
Costs of revenues, exclusive of depreciation and amortization expense
Broadcast programming and other
Subscriber service expenses
Broadcast operations expenses
Selling, general and administrative expenses, exclusive of depreciation and
amortization expense
Subscriber acquisition costs
Upgrade and retention costs
General and administrative expenses
Venezuelan currency devaluation charge
Depreciation and amortization expense
Total operating costs and expenses
Operating profit
lnterest income
lnterest expense
Other, net
lncome before income taxes
lncome tax expense
Net income
Less: Net income attributable to noncontrolling interest
Net income attributable to DIRECTV
Basic eamings attributable to DIRECTV per common share
Diluted earnings attributable to DIRECTV per common share
Weighted average number of common shares outstanding (in millions):
Basic
Diluted
13,991
2,242
409
13,028 1 1,6552,137 1,911414 389
3,419 3,397 3,390'1,547 1,427 1,3272,002 1,815 1,576
166 2,437 2,34924,655 22,5975,085 4,62959 34(842) (763)140 844,488 4,442 3,984(1,603) (1,465) (1,348)2,885 2,977 2,636(261 (28) (2t1g_aglg $_a91g $__a9q9$ 5.22 $ 4.62 $ 3.49$ 5.17 $ 4.58 $ 3.47
548 638 747553 644 752
The accompanying notes are an integral part of these Consolidated Financial Statements.
7',!
Ysars Ended December 31
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Table of Contents
DIRECTV
CONSOLIDATED BALANCE SHEETS
ASSETS
Current assets
Cash and cash equivalents
Accounts receivable, net
lnventories
Deferred income taxes
Prepaid expenses and other
Total current assets
Satellites, net
Property and equipment, net
Goodwill
lntangible assets, net
Investments and other assets
Total assets
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities
Unearned subscriber revenues and deferred credits
Cunent debt
Total cunent liabilities
Long-term debt
Defened income taxes
Other liabilities and defened credits
Commitments and contingencies
Redeemable noncontrolling interest
Stockholders' deficit
Common stock and additional paid-in capital-$0.01 par value, 3,950,000,000 shares
authorized, 519,306,232 and 586,839,817 shares issued and outstanding of DIRECTV
common stock at December 31, 2013 and December 31,2012, respectively
Accumulated deficit
Accumulated other comprehensive loss
Total stockholders' deficit
Total liabilities and stockholders' deficit
December 31,2013 2012liiiiiirniliito=-
Excopt Share Data)
$ 2,1 80 $ I ,9022,547 2,696283 412140 73803 4715,953 5,5542,467 2,3576,650 6,0383,970 4,063920 8321,945 1,711
$_21,eoq $ 20,555
$ 4,685 $ 4,618589 5651,256 3586,530 5,54118,284 17,1701,804 1,6721,456 '.t,203
375 400
3,652 4,021(e,874) (e,210)(3221 (242)
(6,544) (5,431)
$ 21,905 $ 20,s55
The accompanying notes are an integral part of these Consolidated Financial Statements.
73
ao
Forney Corporation
Affiliated Transactions
For the Year Ended December 31, 2013
Account Descrintion
Equipment parts
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
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s 75.449
(a)
(a)
(a)
(a)
(a)
$-
N/A
N/A
N/A
N/A
N/A
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(a) Transactions with Fomey Corporation are provided to PacifiCorp in the normal course ofbusiness at standard pricing,
Forney Corporation is not a public company, and its financial statements are not available.
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Symetra Life Insurance Company
Affiliated Transactions
For the Year Ended December 3L, 2013
Account Description
N/A
Total
PacifiCorpReceived PacifiCorpProvided
Services Services
Basis of pricing (a) N/A
Cost of service (a) N/A
The margin of charges over costs (a) N/A
Assets allocable to the services (a) N/A
The overall rate of return on assets (a) N/A
(a) 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 $357,486.
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 l0-K for the year ended December 31, 2013 (File
No. 001-33808) at www.sec.gov.
CONSOLDATED BALANCE SHEETS
(In millions, except share and per share data)
ASSETS
Investments:
Available-for-sale securities:
Fixed maturities, at fair value (amortized cost: $22,261.3 and $21,073.4, respectively)........
Marketable equity securities, at fair value (cost: $129.0 and $52.0, respectively)...
Trading securiiies:
Marketable equity securities, at fair value (cost: $403.0 and $498.2, respectively)................
Mortgage loans, net........
Policy loans
lnvestments in limited partnerships (includes $31.2 and $28.6 at fair value, respectively) ......
Other invested assets (includes $47.8 and $24.6 at fair value, respectively)...
Total investments ...................
Cash and cash equivalents.....................
Accrued investment income............
Reinsurance recoverables....
Deferred policy acquisition costs.........
Receivables and other assets..............
Separate account assets..............
Total assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Funds held under deposit contracts.........
Future policy benefi ts...........
Policy and contract claims .............
Other policyholders' funds.....
Notes payable.
Deferred income tax liabilities, net...................
Other 1iabi1ities......................
Separate account liabilities.........
Total liabilities
Commitments and contingencies Qtlote I 4) ..................
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued..............
Common stock, $0.01 par value; 750,000,000 shares authorized;124,683,023 issued and
117,730,757 outstanding as of December 31,2013; 119,087 ,677 issued and outstanding as
of Decernber 31, 2012..........
Additional paid-in capital.
Treasury stock, at cosl; 6,952,266 and 0 shares as ofDecember 31,2013 and20l2,
respectively ....
Retained eamings..........
Accumulated other comprehensive income, net of taxes.....
Total stockholders' equity.......
Total liabilities and stockholders' equity.........
See accompanying notes.
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As of As of
December 31, 2013 December 31, 2012
23,s19.0
49.6
552.7
3,094.4
65.8
239.3
35.6
27,556.4
130.8
276.2
302.1
155.8
231.9
807.7
30,129.5 $29,460.9
3,630.12,941.9
23,337.7 $
134.3
474.4
3,541.0
63.3
296.3
54.1
27,901.1
76.0
298.0
310.8
322.s
242.7
978.4
24,642.9
397.9
159.9
128.1
449.5
201.9
229.0
978.4
23,068.5
390.6
162.2
113.9
449.4
628.9
209.6
807.7
27,187.6
t.2
1,464.6
(e3.4)
975.9
s93.6
25,830.8
1.2
1,459.3
798.4
I,371.2
104
30,129.5 $29,460.9
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!oao
!tIoa
Oaotfttota
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except share and per share data)
2013
For the Years Ended December 31,
2071
Revenues:
Premiums.....
Net investment income.....
Policy fees, contract charges, and other......
Net realized investment gains (losses):
Total other-than-temporary impairment losses on securities...........
Less: portion recognized in other comprehensive income (loss).....
Net impairment losses recognized in earnings
Other net realized investment gains (losses)
Net realized investment gains (losses)
Total revenues ...................
Benefits and expenses:
Policyholder benefits and claims....
Interest credited........
Other underwriting and operating expenses.......
Interest expense........
Amortization of deferred policy acquisition costs
Total benefits and expenses
Income from operations before income taxes ............
Provision (benefit) for income taxes:
Current
Deferred
Total provision for income taxes .............
Net income...
Net income per common share:
Basic ............
Diluted.........
Weighted-average number of common shares outstanding:
627.2 $
1,285.0
191.7
(20.8)
2.5
2012
605.0 $
t,275.2
189.9
(37.1)
8.1
540.5
1,270.9
180.7
(13.2)
(0.e)
(r4.r)
2t.3
(18.3)
s3.9
(2e.0)
60.1
35.6 7.23l.l
2,139.5
462.9
932.0
365.1
33.0
72.4
1,865.4
274.1
61.7
(8.3)
2,101.2
439.0
932.8
360.5
32.8
66.0
1,999.3
381.4
92s.9
317.9
32.1
68.8
1,831.1
270.1
15.9
48.8
1,726.1
273.2
86.0
(8.6)
53.4 64.7 77.4
220.7 $20s.4 $19s.8
$ 1.74
$ 1.74
$ 1.49
$ 1.49
138,018,424
138,023,981
$ 0.28
$ 1.42
s 1.42
137,490,684
137,510,660
$ 0.23
Basic............ 126,609326
Diluted......... 126,613,585
Cash dividends declared per cornmon share ............ ....................... $ 0.34
See accompanying notes.
105
MidAmerican Energy Holdings Company
Affiliated Transactions
For the Year Ended December 3L, 2013
Account Description
Administrative services under the lntercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services (")
PacifiCorp Provided
Services
aftaatoIotaaaaaaataIoaaIIaoaataToaoaTt
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$ 11.193.188
$__1L193J88
(b)
(b)
None
None
None
s 3.415.067
$_____3*415-067
(b)
(b)
None
None
None
(a) PacifiCorp received services includes $5,987 ofamounts that were ultimately reimbursed byjoint owners ofPacifiCorp's generating facilities.
(b) Services were performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) ofthe attached IASA. Refer to Section Vll
for discussion ofamounts that were based on allocation factors. The amounts in the table above reflect the cost ofthe services.
Excluded from the table above are services provided by MidAmerican Energy Holdings Company ("MEHC") to
Interwest Mining Company in the amount of $1,592.
PacifiCorp is party to an income tax-sharing arrangement and is part of the Berkshire Hathaway Inc. United States
federal income tax retum. For certain state income taxes, PacifiCorp is part of MEHC combined or consolidated state
income tax returns. PacifiCorp's provision for income taxes has been computed on a stand-alone basis. PacifiCorp remits
federal and certain state income tax payments to PPW Holdings LLC. PPW Holdings LLC then remits the income tax
payments to MEHC, and MEHC remits any federal income tax payments to Berkshire Hathaway Inc. At December 31,
2013, PacifiCorp and Pacific Minerals, Inc. owed PPW Holdings LLC $19,977,707 and$2,372,595, respectively, under
this arrangement.
For further information on the following financial statements, refer to MEHC's Form 10-K for the year ended December
31, 2013 (File No. 001-14881) at wwu,.sec.sov. PacifiCorp is included in the following financial statements as a
consolidated subsidiary of MEHC.
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MIDAMERICAN ENERGY HOLDINGS COMPAI{Y AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Amounts in millions)
ASSETS
As of December 31,
2013 2012
Current assets:
Cash and cash equivalents
Trade receivables, net
Income taxes receivable
Inventories
Other current assets
Total current assets
Property, plant and equipment, net
Goodwill
Regulatory assets
Investments and restricted cash and investments
Other assets
Total assets
l,l7 5
1,769
44
8s3
1,061
776
1,380
336
766
612
4,902
50,1 l9
7,527
3,322
3,236
894
3,870
37,614
5,120
2,840
2,392
631
s 70,000 $ 52,467
The accompanying notes are an integral part ofthese consolidated financial statements.
94
MIDAMERICAN ENERGY HOLDINGS COMPAIIY AIID SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
(Amounts in millions)
OatoaItat!oaaaotatataIIIoooTaoataaaaotaaaaoa
1,214
330
299
188
887
1,137
695
51,184 36,557
15,742
168
18,71 I
105
18,816 15,910
$ 70,000 $ 52,467
As of December 31,
2013 2012
LTABILITIESAND EQUITY
Current liabilities:
Accounts payable
Accrued interest
Accrued property, income and other taxes
Accrued employee expenses
Short-term debt
Current portion oflong-term debt
Other current liabilities
Total current liabilities
Regulatory liabilities
MEHC senior debt
MEHC junior subordinated debentures
Subsidiary debt
Deferred income taxes
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note 16)
Equity:
MEHC shareholders' equity:
Common stock - I 15 shares authorized, no par value, 77 and 75 shares issued and
outstanding as of December 31, 2013 and20l2, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss, net
Total MEHC shareholders' equity
Noncontrolling interests
Total equity
Total liabilities and equity
1,636
431
362
228
232
1,188
887
4,964
2,498
6,366
2,594
21,864
I 0,1 58
2,740
4,750
1,749
4,621
14,977
7,903
2,557
6,390
12,418
(e7)
5,423
10,782
(463)
The accompanying notes are an integral part of these consolidated financial statements.
95
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MIDAMERICAN ENERGY HOLDINGS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in millions)
Years Ended December 31,
2013 2012 20tt
Operating revenue:
Energy
Real estate
Total operating revenue
Operating costs and expenses:
Energy:
Cost of sales
Operating expense
Depreciation and amortization
Real estate
Total operating costs and expenses
Operating income
Other income (expense):
Interest expense
Capitalized interest
Allowance for equity funds
Other, net
Total other income (expense)
Income before income tax expense and equity (loss) income
Income tax expense
Equity (loss) income
Net income
Net income attributable to noncontrolling interests
Net income attributable to MEHC shareholders
12,635 11,548 ll,l73
$ 10,826 S
1,909
t0,236 $ l0,lgl
1,312 992
3,799
2,794
1,527
1,680
3,517
2,778
1,436
1,250
3,648
2,544
1,329
968
9,800 8,981 8,489
2,835 2,567 2,684
(1,222)
84
78
(1,196)
40
72
(7)
(1,176)
54
74
66 56
(ee4)(ee2)(1,091)
1,841
r30
1,575
148
1,593
294
53(3s) 68
1,676 1,4% 1352
40 23 2t$ rs36rc$lJ3l
The accompanying notes are an integral part of these consolidated financial statements.
96
MHC Inc.
Affiliated Transactions
For the Year Ended December 31, 2013
Account Description
Administrative services under the lntercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofretum on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
taaaataaotIaTTatTataaaatatetaetotoaoaIIToaaa
$ 421.420
$_____LLAD
(a)
(a)
None
None
None
N/A
N/A
N/A
N/A
N/A
(a) Services were performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) ofthe attached IASA. Refer to Section VII
for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe services.
For further information on the following financial statements, refer to MidAmerican Funding LLC's Form l0-K for the
year ended December 31,2013 (File No. 333-90553) at \,itr\r\!l,$ea.sav.
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OatataaaoTToaoaotTaataaaota
MHC INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in millions)
ASSETS
Utility plant, net:
Electric
Gas
Gross utility plant in service
Accumulated depreciation and amortization
Utility plant in service, net
Construction work in progress
Total utility plant, net
Current assets:
Cash and cash equivalents
Receivables, net
Income taxes receivable
Inventories
Other
Total current assets
Other assets:
Receivable from affi liate
Investrnents and nonregulated properfy, net
Goodwill
Regulatory assets
Other
Total other assets
Total assets
CAPITALIZATION AND LIABILITIES
Capitalization:
MHC common shareholder's equity
Noncontrolling interests
Long-term debt, excluding current portion
Total capitalization
Current liabilities:
Current portion oflong-term debt
Note payable to affiliate
Accounts payable
Taxes accrued
Interest accrued
Other
Total current liabilities
Other liabilities:
Deferred income taxes
Asset retirement obligations
Regulatory liabilities
Other
Total other liabilities
Total capitalization and liabilities
As of December 31
2013 2012
11,936
1,365
ll,416
1,301
13,301 12,717(4,710) (4,4t3)
8,591
737
8,304
318
9,328 8,622
194
457
46
229
65
354
416
240
57
991 1,067
261
625
1,270
748
203
248
561
1,270
876
132
3,107 3,087
$ 13,426
5,269
3,202
$ 12,776
s 4,903
27
2,590
8,471 7,520
350
135
369
ll8
37
97
669
246
386
228
27
120
1,106 t,676
2,290
430
875
254
2,162
318
750
350
3,849 3,580
$ 13,426 $ 12,776
The accompanying notes are an integral part of these consolidated financial statements.
118
MHC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in millions)
2013
t!IooIatataaaaoaaaaaaa
OaaattattttaoftIIa
Oalta
428
27
369
29
800
2012 20tt
1,662
769
1,072
3,413 3,247 3,503
491
519
413
197
336
ll5
2,256 2,036 2,071
842 1,004
3,075
I
l6
l0
319
I
Years Ended December 31,
1,694
659
894
458
424
427
220
392
115
3,056 2,878
140
1,762
824
827
517
5s8
43s
224
403
l19
357
I
t9
2t
l5l
I
(7)
145
354
I
353
Operating revenue:
Regulated electric
Regulated gas
Nonregulated
Total operating revenue
Operating costs and expenses:
Regulated:
Cost of fuel, energy and capacity
Cost of gas sold
Other operating expenses
Maintenance
Depreciation and amortization
Property and other taxes
Total regulated operating costs and expenses
Nonregulated:
Cost of sales
Other
Total nonregulated operating costs and expenses
Total operating expenses
Operating income
Non-operating income:
Interest and dividend income
Allowance for equity funds
Other, net
Total non-operating income
Fixed charges:
Interest on long-term debt
Other interest expense
Allowance for borrowed funds
Total fixed charges
Income before income tax benelit
Income tax benefit
Net income
Net income attributable to noncontrolling interests
Net income attributable to MIIC
764
36
807
35
972
32
I
t4
t4
4t
142
3
(5)
157
2
(7)
152
253
(l0l)
2s8
(e8)
356
I
303
(16)
The accompanying notes are an integral part of these consolidated financial statements.
ll9
355 318
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,a
MidAmerican Energy Company
Affiliated Transactions
For the Year Ended December 31, 2013
Account Description
Administrative services under the lntercompany
Administrative Services Agreement (*IASA")
Transfer of certain generation plant equipment
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services (')PacifiCorp Provided
Services
4,723,795
$_____4J23J95
(b)
(b)
None
None
None
$ 1,746,561
3.855
$--LJ50rt16
(b)
(b)
None
None
None
(a) PacifiCorp received services includes $1 1,144 ofamounts that were ultimately reimbursed byjoint owners ofPacifiCorp's generating facilities.
(b) Services were performed under the IASA and assets were transferred under the Intercompany Mutual Assistance Agreement. 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 ofthe services. The asset transfer amount in the table above reflects the net book value of
the assets transferred, as billed by PacifiCorp in November 2013. In January 2014, PacifiCorp billed an additional $1,216, representing the
difference between the replacement cost and net book value ofthe assets transfened.
The following items are excluded from the table above:o Services provided by MidAmerican Energy Company ("MEC) to Energy West Mining Company in the
amount of $172,262.o Services provided by MEC to Bridger Coal Company in the amount of $29,155.
For further information on the following financial statements, refer to MidAmerican Energy Company's Form l0-K for
the year ended December 31,2013 (File No. 333-15387) at www.sec.gov.
MIDAMERICAN ENERGY COMPAIIY
BALANCE SHEETS
(Amounts in millions)
ASSETS
Utility plant, net:
Electric
Gas
Gross utility plant in service
Accumulated depreciation and amortization
Utility plant in service, net
Construction work in progress
Total utility plant, net
Current assets:
Cash and cash equivalents
Receivables, net
Income taxes receivable
Inventories
Other
Total current assets
Other assets:
Regulatory assets
Investments and nonregulated property, net
Other
Total other assets
Total assets
CAPITALIZATION AND LIABILITIES
Capitalization:
MidAmerican Energy common shareholder's equity
Preferred securities
Long-term debt, excluding current portion
Total capitalization
Current liabilities:
Current portion of long-term debt
Accounts payable
Taxes accrued
Interest accrued
Other
Total current liabilities
Other liabilities:
Deferred income taxes
Asset retirement obligations
Regulatory liabilities
Other
Total other liabilities
Total capitalization and liabilities
The accompanying notes are an integral part of these financial statements.
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,oaaaattoaao
2013
11,416
1,301
8,622
1,066
1,544
6,225
669
386
224
27
120
1,426
2,164
318
750
349
3,58 r
$ I1,232
As of December 310
2012
11,936
1.365
9,328
194
454
50
229
64
991
1,550
7,047
350
368
ll8
37
97
2,294
430
875
2s3
3,8s2
13,301
(4,710)
12,717
(4,413)
8,591
737
8,304
3r8
354
416
240
56
748
598
204
876
535
r33
_t_ll_,86e_
$ 3,845
3,202
$ 11232
$ 3,608
27
2,590
57
I I,869
taIaaaataaaaaaaatoaaaaTaaataaaaaatIaaattaIta
MIDAMERICAN ENERGY COMPAT{Y
STATEMENTS OF OPERATIONS
(Amounts in millions)
Years Ended December 31,
20t3 2012 20tt
1,662
769
1,070
3,403 3,242 3,501
Operating revenue:
Regulated electic
Regulated gas
Nonregulated
Total operating revenue
Operating costs and expenses:
Regulated:
Cost of fuel, energy and capacity
Cost of gas sold
Other operating expenses
Maintenance
Depreciation and amortization
Property and other taxes
Total regulated operating costs and expenses
Nonregulated:
Cost of sales
Other
Total nonregulated operating costs and expenses
Total operating costs and expenses
Operating income
Non-operating income:
Interest income
Allowance for equity funds
Other, net
Total non-operating income
Fixed charges:
Interest on long-term debt
Other interest expense
Allowance for borrowed funds
Total fixed charges
Income before income tax benefit
Income tax benefit
Net income
Prefened dividends
Earnings on common stock
1,762
824
817
1,694
659
889
517
558
43s
224
403
ll9
458
424
427
220
392
ll5
491
519
4t3
197
336
115
2,256 2,036 2,071
764
27
791
807
29
972
29
t.00t836
3,047 2,872 3,072
429370356
2435
I
t9
15
I
t4
9
I
t6
7
150
1
(7)
144
142
I
(5)
157
I
(7)
r38 l5l
247
(103)
256
(ee)
302
( l7)
3s0
I
355
I
319
I
349
The accompanying notes are an integral part ofthese financial statements.
58
3s4 3r8
Midwest Capital Group, Inc.
Affiliated Transactions
For the Year Ended December 3L, 2013
Account Description
Administrative services under the lntercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
aaaaaaaaaaaaaoaaaoaaataatooat
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,taaaaaaaotaa
$-
N/A
N/A
N/A
N/A
N/A
$ 936
$___________136
(a)
(a)
None
None
None
(a) Services were performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) ofthe attached IASA. Refer to Section VII
for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe services.
Refer to the financial statements of MHC Inc., the parent company of Midwest Capital Group, Inc.
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MEC Construction Services Co.
Affiliated Transactions
For the Year Ended December 3L, 2013
Account Description
Administrative services under the Intercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
s_-..____._._____
N/A
N/A
N/A
N/A
N/A
$ 201
$____________201
(a)
(a)
None
None
None
(a) Services were performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) ofthe 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 ofthe services.
Refer to the financial statements of MHC Inc., the parent company of MEC Construction Services Co.
HomeServices of America, Inc.
Affiliated Transactions
For the Year Ended December 31., 2013
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Account Descrintion
Relocation services
Administrative services under the lntercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received PacifiCorp ProvidedServices Services
$ 1,647,548 $ -
260.300
s_____L6,173A $_______260.300
(a)
(a)
(a)
(a)
(a)
(b)
(b)
None
None
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) ofthe attached IASA. Refer to Section VII
for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe services.
Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of HomeServices of
America, Inc.
aata
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Iowa Realty Co., Inc.
Affiliated Transactions
For the Year Ended December 31, 2013
Account Description
Administrative services under the lntercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
$-
$_______________
N/A
N/A
N/A
N/A
N/A
$ 20.396
$________20-3%
(a)
(a)
None
None
None
(a) Services were performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) ofthe 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 ofthe services.
Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of Iowa Realty Co.,
lnc.
Kern River Gas Transmission Company
Affiliated Transactions
For the Year Ended December 31, 2013
Account Descrintion
Natural gas transportation services (u)
Temporary easement (")
Relocation of utility facilities (")
Adminishative services under the lntercompany
Administrative Services Agreement ("IASA") (b)
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
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(a)
(b)
(c)
PacifiCorp Received
Services
PacifiCorp Provided
Services
$ 3,261,037
217.785
$___3A13-W
91,739
7,605
176.273
$_______2l5,6U
(a)
(a)
(a)
(a)
(a)
(b)
(b)
None
None
None
(c)
(c)
(c)
(c)
(c)
(b)
(b)
None
None
None
Natural gas transportation services are priced at a tariffrate on file with the Federal Energy Regulatory Commission C'FERC"), or as priced in a
negotiated rate transportation service agreement filed with and approved by the FERC.
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 ofthe services.
The temporary easement granted by PacifiCorp to Kem River Gas Transmission Company was priced based upon the estimated market value of
the underlying property. The relocation of utility facilities by PacifiCorp for Kem River Gas Transmission Company was priced at the actual
costs of material and labor incurred.
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 31,2013 at wrvr;r,.{erc.gor,.
Name of Respondent
Kem River Gas Transmission Company
This Reoort ls:(1) fiRn Orisinat(2) llA Resubmission
Date of Report(Mo, Da, Yr)
YeaflPenoo oI Kepon
End of 2013/Q4
Comparative Balance Sheet (Assets and Other Debits)
Line
No.
Title of Account
(a)
Reference
Page Number
(b)
Current Year End of
QuarterfYear Balance
(c)
Prior Year
End Balance
12t31
(d)
1 UTILITY PLANT
2 Utility Plant (1 01 -1 06, 1 14)200-201 2,810,712,592 2,797,140,992
3 Construction Work in Progress (107)200-201 638,441 645,040
4 TOTAL Utility Plant (Total of lines 2 and 3)200-201 2,811,351,033 2,797,786,032
5 (Less) Accum. Provision for Depr., Amort., Depl. (108, 1 1 1, 1 15)1,052,478.285 984,020,870
6 Net Utility Plant (Total of line 4 less 5)1,758,872,748 1 ,81 3,765,1 62
7 Nuclear Fuel (120.1 thru 120.4, and 120.6)0 0
I (Less) Accum. Provision for Amort,, of Nuclear Fuel Assemblies (120.5)0 0
I Nuclear Fuel (Total of line 7 less 8)0 0
10 Net Utility Plant (Total of lines 6 and 9)1.758.872.748 1 ,813,765,162
11 Utility Plant Adjustments (116)122 0 0
12 Gas Stored-Base Gas (1 17.1)220 0 0
13 System Balancing Gas (117.2)220 0 0
14 Gas Stored in Reservoirs and Pipelines-Noncurrent (1 17.3)220 0 0
15 Gas Owed to System Gas (117.4)220 0 0
''t 6 OTHER PROPERW AND INVESTMENTS
17 Nonutility Property (121 )0 0
18 (Less) Accum. Provision for Depreciation and Amortization (122)0 0
19 lnvestments in Associated Companies (123)222-223 0 0
20 lnvestments in Subsidiary Companies (123.1)224-225 0 0
21 (For Cost of Account 1 23.1 See Footnote Page 224, line 40)
22 Noncurrent Portion of Allowances 0 0
23 Other lnvestments (124)222-223 0 0
24 Sinking Funds (125)0 0
25 Depreciation Fund (126)0 0
26 Amortization Fund - Federal (127)0 0
27 Other Special Funds (128)44,750,341 27,729,100
28 Long-Term Portion of Derivative Assets (175)0 0
29 Long-Term Portion of Derivative Assets - Hedges (176)0 0
30 TOTAL Other Property and lnvestments (Total of lines 17-20,22-29)44,750,341 27,729100
31 CURRENT AND ACCRUED ASSETS
32 Cash (131)0 0
33 Special Deposits (132-134)i:::;ri-rt i tlr$58;-163 8,148,267
34 Working Funds (135)0 0
35 Temporary Cash lnvestments (136)222-223 9,750,125 41 ,068,400
36 Notes Receivable (141)0 0
37 Customer Accounts Receivable (142)25,067,863 33,086,531
38 Other Accounts Receivable (1 43)22,535 2,005,305
39 (Less) Accum. Provision for Uncollectible Accounts - Credit (144)0 0
40 Notes Receivable from Associated Companies (145)0 0
41 Accounts Receivable from Associated Companies (146)5,679,$98 740,409
42 Fuel Stock (1 51 )0 0
43 Fuel Stock Expenses Undistributed (152)0 0
arEnc FORM No. 2 (REV 06-04)Page 110
Name of Respondent
Kem River Gas Transmission Company
rnrs Flg(1) LI(2\ T
)on ls:
]Rn originat
lA Resubmission
uale oI Kepon(Mo, Da, Yr)
YearPenoo or F(epon
End of 2013/Q4
Comparative Balance Sheet (Assets and Other Debits)(continued)
Line
No.
Title of Account
(a)
Reference
Page Number
(b)
Current Year End of
QuarterfYear Balance
(c)
Prior Year
End Balance
12t31
(d)
44 Residuals (Elec) and Extracted Products (Gas) (153)0 0
45 Plant Materials and Operating Supplies (154)10,058,485 10,152,015
46 Merchandise (155)0 0
47 Other Materials and Supplies (156)0 0
48 Nuclear Materials Held for Sale (157)0 0
49 Allowances (158.1 and 158.2)0 0
50 (Less) Noncunent Portion of Allowances 0 0
51 Stores Expense Undistributed (1 63)0 0
52 Gas Stored Underground-Cunent (1 64. 1 )220 0 0
53 Liquefied Natural Gas Stored and Held for Processing (164.2 thru 164.3)220 0 0
54 Prepayments (165)230 1.715.040 1,439,589
55 Advances for Gas (166 thru 167)0 0
56 lnterest and Dividends Receivable (17'l)0 0
57 Rents Receivable (172)0 0
58 Accrued Utility Revenues (173)0 0
59 Miscellaneous Cunent and Accrued Assets (174)1,633,312 2,084,024
60 Derivative lnstrument Assets (175)0 0
61 (Less) Long-Term Portion of Derivative lnstrument Assets ('175)0 0
62 Derivative lnstrument Assets - Hedges (176)0 0
63 (Less) Long-Term Portion of Derivative lnstrument Assests - Hedges (176)0 0
64 TOTAL Cunent and Accrued Assets (Total of lines 32 thru 63)55,285,121 98,724,ilo
65 DEFERRED DEBITS
66 Unamortized Debt Expense (181)5,036,923 7,514,793
67 Extraordinary Property Losses (1 82. 1 )230 0 0
68 Unrecovered Plant and Regulatory Study Costs (182.2)230 0 0
69 Other Regulatory Assets (182.3)232 86,004,087 91,988,790
70 Preliminary Survey and lnvestigation Charges (Electric)(1 83)0 0
71 Preliminary Survey and lnvestigation Charges (Gas)(183.1 and 183.2)331,277 331,277
72 Clearing Accounts (184)0 0
73 Temporary Facilities (185)0 0
74 Miscellaneous Deferred Debits (186)233 0 0
75 Defened Losses from Disposition of Utility Plant (187)0 0
76 Research, Development, and Demonstration Expend. (188)0 0
77 Unamortized Loss on Reacquired Debt (189)0 0
78 Accumulated Deferred lncome Taxes (190)234-235 127,810,147 1 18,913,000
79 Unrecovered Purchased Gas Costs (191)0 0
80 TOTAL Deferred Debits (Total of lines 66 thru 79)219,182,434 218,747,860
81 TOTAL Assets and Other Debits (Total of lines 1 0-15,30,64,and 80)2,078,090,644 2,158,966,662
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aata
Name of Respondent
Kem River Gas Transmission Company
This Rer(1) Lx.](2) T
ort ls:
An Original
A Resubmission
Date of Report
(Mo, Da, Yr)
Year/Period of Report
End of 2013/Q4
Comparative Balance Sheet (Liabilities and Other Credits)
Line
No.
Title of Account
(a)
Reference
Page Number
(b)
Cunent Year
End of
Quarterf/ear
Balance
Prior Year
End Balance
12t31
(d)
1 PROPRIETARY CAPITAL
2 Common Stock lssued (201)250-251 0 0
3 Preferred Stock lssued (204)250-251 0 0
4 Capital Stock Subscribed (202, 2O5)252 0 0
5 Stock Liability for Conversion (203, 206)252 0 0
6 Premium on Capital Stock (207)252 0 0
7 Other Paid-ln Capital (208-211)253 897,871,247 893,871,247
8 lnstallments Received on Capital Stock (212)252 0 0
I (Less) Discount on Capital Stock (213)254 0 0
10 (Less) Capital Stock Expense (214)254 0 0
11 Retained Eamings (215,215.1 ,216)118-119 ( 67,965,715)( 14,276,269)
12 Unappropriated Undistributed Subsidiary Earnings (216.1 )118-119 0 0
13 (Less) Reacquired Capital Stock (217)250-251 0 0
14 Accumulated Other Comprehensive lncome (219)117 ( 1,005,864)(30,620)
15 TOTAL Proprietary Capital (Total of lines 2lhru 14)828,899,668 879,564,358
16 LONG TERM DEBT
17 Bonds (221)256-257 0 0
18 (Less) Reacquired Bonds (222)256-257 0 0
19 Advances from Associated Companies (223)256-257 0 0
20 Other Long-Term Debt (224)256-257 548,1 1 9,994 627,861,994
21 Unamortized Premium on Long-Term Debt(225)258-259 0 0
22 (Less) Unamortized Discount on Long-Term Debt-Dr (226)258-259 0 0
23 (Less) Current Portion of Long-Term Debt 81,414,000 79,742,000
24 TOTAL Long-Term Debt (Total of lines 17 thru 23)466.705,994 548,119,994
25 OTHER NONCURRENT LIABILITIES
26 Obligations Under Capital Leases-Noncunenl (227 )0 0
27 Accumulated Provision for Property lnsurance (228.1)0 0
28 Accumulated Provision for Injuries and Damages (228.2)16,378 15,547
29 Accumulated Provision for Pensions and Benefits (228.3)0 0
30 Accumulated Miscellaneous Operating Provisions (228.4)0 0
31 Accumulated Provision for Rate Refunds (229)0 0
IFERC FORM NO.2 (REV 0644)Page 112
Name of Respondent
Kem River Gas Transmission Company
This Reoort ls:(1) fiRn Original(2) llA Resubmission
Date of Report(Mo, Da, Yr)Year/Period of Report
End of !pl!/Q[
Comparative Balance Sheet (Liabilities and Other Credits)(continued)
Line
No.
Title of Account
(a)
Reference
Page Number
(b)
Current Year
End of
QuarterAr/ear
Balance
Prior Year
End Balance
12t31
(d)
32 Long-Term Portion of Derivative lnstrument Liabilities 0 0
33 Long-Term Portion of Derivative lnstrument Liabilities - Hedges 0 0
34 Asset Retirement Obligations (230)0 0
35 TOTAL Other Noncunent Liabilities (Total of lines 26 thru 34)16,378 15,547
36 CURRENT AND ACCRUED LIABILITIES
37 Current Portion of Long-Term Debt 81.414,000 79.742.000
38 Notes Payable (231)0 0
39 Accounts Payable (232)3,274,509 5,277,456
40 Notes Payable to Associated Companies (233)0 0
41 Accounts Payable to Associated Companies (234)637,954 256,217
42 Customer Deposits (235)41,893,115 28,337,337
43 Taxes Accrued (236)262-263 7,888,668 12.934.185
44 lnterest Accrued (237)991 ,451 966,572
45 Dividends Declared (238)0 0
46 Matured Long-Term Debt (239)0 0
47 Matured lnterest (240)0 0
48 Tax Collections Payable (241\139,846 129,837
49 Miscellaneous Current and Accrued Liabilities (242)268 3,280,312 8,188,661
50 Obligations Under Capital Leases-Cunent (243)0 0
51 Derivative lnstrument Liabilities (244)0 0
52 (Less) Long-Term Portion of Derivative lnstrument Liabilities 0 0
53 Derivative lnstrument Liabilities - Hedges (245)1 ,690,157 52,150
54 (Less) Long-Term Portion of Derivative lnstrument Liabilities - Hedges 0 0
55 TOTAL Current and Accrued Liabilities (Total of lines 37 thru 54)141,210,012 135,884,415
56 DEFERRED CREDITS
57 Customer Advances for Construction (252)1.284.507 2,370,708
58 Accumulated Deferred lnvestment Tax Credits (255)0 0
59 Defened Gains from Disposition of Utility Plant (256)0 0
60 Other Defened Credits (253)269 0 31,225
61 Other Regulatory Liabilities (254)278 136,288,353 108,016,125
62 Unamortized Gain on Reacquired Debt (257)260 0 0
63 Accumulated Deferred lncome Taxes - Accelerated Amortization (281)0 0
64 Accumulated Deferred lncome Taxes - Other Property (282)478,396,697 460,346,290
65 Accumulated Deferred lncome Taxes - Other (283)25,289,035 24,618,000
66 TOTAL Defened Credits (Total of lines 57 thru 65)641,258,592 595,382,348
67 TOTAL Liabilities and Other Credits (Total of lines 15,24,35,55,and 66)2,078,090,644 2,1 58,966,662
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,ataoaaaIaaIaatoaoaaFERC FORM NO.2 (REV 06-04)Page 113
Name of Respondent
Kem River Gas Transmission Company
This Reoort ls:(1) []Rn orisinat(2) I-lA Resubmission
Date of Reoort(Mo, Da, Yi)Year/Period of Report
End of 2013/Q4
Statement of lncome
Quarterly
1. Enler in column (d) the balance for the reporting quarter and in column (e) the balance for the same three month period for the prior year.
other utility function for the current year quarter.
other utility function for the prior year quarter.
4. lfadditional columns are needed place them in a footnote.
Annual or Quarterly, if applicable
5. Do not report fourth quarter data in columns (e) and (f)
6. Report amounts for accounts 412 and 413, Revenues and Expenses from Utility Plant Leased to Others, in another utility columnin a similar manner to a utility department.
Spread the amount(s) over lines 2 thru 26 as appropriate. lnclude these amounts in columns (c) and (d) totals.
7. Report amounts in account 414, Other Utility Operating lncome, in the same manner as accounts 412 and 413 above.
8. Report data for lines 8, 10 and 1 1 for Natural Gas companies using accounts 404.1,404.2,404.3, 407.1 and 407.2.
9. Use page 122 for important notes regarding the statement of income for any account thereof.
1 0. Give concise explanations conceming unsettled rate proceedings where a conlingency exists such that refunds of a material amount may need to be made to the utilitys
customers or which may result in material refund to the utility with respect to power or gas purchases. State for each year effected lhe gross revenues or costs to which the
respect to power or gas purchases.
received or costs incurred for power or gas purches, and a summary of the adiustments made to balance sheet, income, and expense accounts.
12. lf any notes appearing in the report to stokholders are applicable to lhe Statement of lncome, such notes may be included alpage 122.
1 3. Enter on page 122 a concise explanation of only those changes in accounting mehods made during the year which had an effect on net income, including the basis of
allocations and apportionments from those used in the preceding year. Also, give the appropriate dollar effect of such changes.
14. Explain in a footnote if the previous year's/quarter's figures are different from that reported in prior reports.
Title of Account
Line (a)
No.
Reference
Page
Number
(b)
Total
Current Year to
Date Balance
for Ouarterffear
(c)
Total
Prior Year to Date
Balance
for Ouarter,rfear
(d)
Current Three
Months Ended
ouarterly Only
No Fourth Ouarter
(e)
Prior Three
Months Ended
Ouarterly Only
No Fourth Ouartel
(f)
1 JTILITY OPERATING INCOME
2 )as Operating Hevenues (400)30s301 359,056,56r 383,393,663 0
4 Operation Expenses (401 )317-325 38.71 7.31 36.103.275 0
5 Maintenance Expenses (402)317-325 1,451,22't,467,609 0
6 Deprecialion Expense (403)eaa_2?q 81,657,46r 81,253,842 0
7 Depreciation Expeme for Asset Retirement Costs (403.1)JJ}#O 0 0
8 Amortization and Depletion of Utility Plant (401-405)33S338 3,170.45 3.041.231 0
I Amortization 0f Utility Plant Acu. Adjustment (406)33&338 0 0
10 Amort. of Prop. Losses, Unrecovered Plant and Eeg. Study Costs (407,1)0 0
11 Amonization of Conversion Expenses (407.2)0 0
12 Regulatory Debits (407.3)49,670.03t 51,1 97,794 0
13 (Less) REulatory Credits (407.4)18,454,21 1 8,584,574 0
14 Taxes Other than lncome Taxes (408.1)262-263 17,325,53'17,619,651 0
15 Income Taxes-Federal (,109,1 )262-263 40,155,23:35,775,997 0
16 lncome Taxes-oher (409.1)262-263 6.942.53 5.824.369 0
17 Provision ol Defened lncome Taxes (410.1)2v-235 107,19s,0s,93,s88,05s 0
18 (Less) Provision lor Deferred lncome Taxes-Credit (41 1.1 )23/-235 96,909,13 69,056,142 0
19 lnvestment Tax Credit Adjustment-Net (41 1.4)0 0
20 (Less) Gains from Disposition of Utility Plant (41 1.6)0 0
21 Losses from Disposition of Utility Plant (41 1.7)0 0
22 (Less) Gains from Disposition of Allowances (41 1.8)0 0
23 Losses from Disposition of Allowances (41 1.9)0 0
24 Accretion Expense (41 1.10)0 0
25 TOTAL Utility Operating Expenses (Total ol lines 4 thru 24)230.921,501 238,231,107 0
26 Net Utility Operating lncome (Total of lines 2 less 25) (Carry forward to page 1 16,
ne27l 1 28,135,05t 145,162,s56 0
lrenc FoRM No.2 (REv 06-04)Page 't14
Name of Respondent
Kem River Gas Transmission Company
This Reoort ls:(1) fiRn origlnat(2) l-lA Resubmission
Date of Report(Mo, Da, Yr)Year/Period of Report
End of @[
Statement of lncome(continued)
Line
No.
Title ol Account Relerence
page
Number
(a) (b)
Total Total
Cunent Year to Prior Year lo Date
Date Balance Balance
for ouarter/Year for Ouarter,ryear(c) (d)
Current Three
Months Ended
Quarterly only
No Fourth Quarter
(e)
Prior Three
Monlhs Ended
Quarterly 0nly
No Fourth ouarter
(f)
27 Net Utility Operating lncome (Canied fonrvard from page 1 14)1 28.1 35.05 145.162.55(0 0
28 )THER INCOME AND DEDUCTIONS
29 )ther lncome
30 Nonutility operating lncome
31 Hevenues lorm Merchandising. Jobbing and Contract Work (41 5)0
32 (Less) Cosls and Expense of Merchandising, Job & Contract Work (416)0
33 Hevenues kom Nonutility Operations (417)0
34 (Less) Expemes of Nonutility Operations (417,1)0
35 Nonoperating Hental lncome (418)0
36 Equity in Earnings of Subsidiary Companies (418.1)119 0
37 lnterest and Dividend lncome (419)10,78 4.724 0
38 Allowance for Other Funds Used During Constructjon (41 9.1 )110.241 572,94!0
39 Miscellaneous Nonoperating lncome (421 )386,80r 590,302 0
40 Gain on Disposition of Property (421 ,1 )0
41 ToTAL other lncome (Total of lines 31 thru 40)507,841 '1,167,975 0
42 )her lncome Deductions
43 Loss on Disposition of Property (421.2)0
44 Miscellaneous Amortization (425)0
45 Donalions (426.1)340 48,08 49,836 0
46 Life lnsurance (426.2)0 0
47 Penalties (426.3)0 0
48 Expendilures for certain civic, Political and Related Activities (426.4)43,171 69.098 0
49 other Deductions (426.5)3,24',84,075 0
50 TOTAL 0ther lncome Deductions (Total ol lines 43 thru 49)340 94,50!203,009 0
51 axes Applic, to Other lncome and Deductions
52 Taxes other han lncome Taxes (408.2)262-263 0 0
53 Income Taxes-Federal (409.2)262-263 141,59 147,000 0
54 lncome Taxes-Other (409.2)toz-zoJ at,zo 21,000 0
55 Provision lor Deferred lncome Taxes (410.2)2U-235 706.61 359.000 0
56 (Less) Provision for Deferred lncome Taxes-Credit (41 1.2)2U-235 687,35 135.000 0
57 lnvestrnent Tax Credit Adjustments-Net (41 1,5)0 0
58 (Less) lnvestment Tax Credits (420)0 0
59 ToTAL Taxes on other lncome and Deductions (Total of lines 52-5f)183.14 392,000 0
60 Nel oher lncome and Deductions (Total ol lines 41, 50. 59)230,18 572.966 0
61 NTEREST CHABGES
62 Interest on Long-Term Debt (427)32,735,22 37,188,20?0
63 Amortization of Debt Disc. and Expense (428)258-259 2,477,87 2,814,1 94 0
64 Amortization ol Loss on Reacquired Debt (428.1)0 0
65 (Less) Amorlization of Premium on Debt-Credit (429)258.259 0 0
66 (Less) Amortization ol Gain on Reacquired Debt-Credit (429.1 )0 0
67 lnterest on Debt to Associated Companies (430)340 0 0
68 Oher lnterest Expense (431)340 835.26 867,335 0
69 (Less) Allowance for Botrowed Funds Used During Construction-Credit (432)43,66 s81,680 0
70 Net lnterest Charges (Total of lines 62 thru 69)36,004,68 40,288,051 0
71 lncome Before Extraordinary ltems (Total of lines 27,60 and 70)92,360,55 105,447,471 0
72 IXTRAORDINARY ITEMS
73 Extraordinary | ncome (434)0 0
74 (Less) Extraordinary Deductions (435)0 0
75 Net Extraordinary ltems (Total of line 73 less line 74)0 0
76 Income Taxes-Federal and other (409,3)262-263 0 0
77 Extraordinary ltems after Taxes (Total of line 75 less line 76)0 0
78 Net lncome (Total of lines 71 and 77)92,360,55 105,447,471 0
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OatFERC FORM NO.2 (REV 06-04)Page 116
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MEHC Insurance Services Ltd.
Affiliated Transactions
For the Year Ended December 31., 2013
Account Description
N/A
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services (')PacifiCorp Provided
Services
$_______________
N/A
N/A
N/A
N/A
N/A
$----=
N/A
N/A
N/A
N/A
N/A
(a) At December 31,2013, PacifiCorp had claims receivable of$1,830,875, reflecting $344,482 ofclaims made and $512,935 ofpayments received
during the year anded December 31, 2013. The policy coverage period expired on March 20, 201 I and was not renewed.
Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of MEHC Insurance
Services Ltd.
Northern Natural Gas Company
Affiliated Transactions
For the Year Ended December 31, 2013
Account Description
Administrative services under the lntercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
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$
N/A
N/A
N/A
N/A
N/A
$ 3s7.164
s 3s7.164
(a)
(a)
None
None
None
(a) Services were performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) ofthe 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 ofthe 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 31,2013 at rvrvu,.fbrc.gor,.
a
a
aoaaItt
ata
aT
Name of Respondent
Northem Natural Gas Company
lhrs Keoon ls:(1) []Rn orisinat(2\ l--lA Resubmission
uate oI Kepon(Mo, Da, Yr)
YearPenoo or Kepon
End of 2013/Q4
Comparative Balance Sheet (Assets and Other Debits)
Line
No.
Title of Account
(a)
Reference
Page Number
(b)
Current Year End of
QuarterA/ear Balance
(c)
Prior Year
End Balance
12t31
(d)
1 UTILITY PLANT
2 Utility Plant (101-1 06, 1 14)200-201 3,484,949,717 3,398,086,015
3 Construction Work in Progress (107)200-201 45,520,1 66 17,394,595
4 TOTAL Utility Plant (Total of lines 2 and 3)200-201 3,530,469,883 3,41 5,480,610
5 (Less)Accum. Provision for Depr., Amort., Depl. (108, 111, 115)1,253,886,542 1,225,436,543
6 Net Utility Plant (Total of line 4 less 5)2,276,583,341 2,190,044,067
7 Nuclear Fuel (120.1 lhru 120.4, and 120.6)0 0
8 (Less) Accum. Provision for Amort., of Nuclear Fuel Assemblies (120.5)0 0
9 Nuclear Fuel (Total of line 7 less 8)0 0
10 Net Utility Plant (Total of lines 6 and 9)2,276,583,341 2,190,044,067
11 Utility Plant Adjustments (1 16)122 0 0
12 Gas Stored-Base Gas ('l 17.1 )220 28.429.396 28,429,396
13 System Balancing Gas (1 17.2)220 41 ,211,532 41,211,532
14 Gas Stored in Reservoirs and Pipelines-Noncurrent (117.3)220 0 0
15 Gas Owed to System Gas (117.4)220 ( 5,813,768)( 3,247,568)
16 OTHER PROPERTY AND INVESTMENTS
17 Nonutility Property (121 )0 0
18 (Less) Accum. Provision for Depreciation and Amortizalion (122)0 0
19 lnvestments in Associated Companies (123)222-223 0 0
20 lnvestments in Subsidiary Companies (123.1)224-225 0 0
21 (For Cost of Account 123.1 See Footnote Page 224, line 40)
22 Noncurrent Portion of Allowances 0 0
23 Other lnvestments (1 24)222-223 0 0
24 Sinking Funds (125)0 0
25 Depreciation Fund (126)0 0
26 Amortization Fund - Federal ('127)0 0
27 Other Special Funds (128)36,840,752 31,637,469
28 Long-Term Portion of Derivative Assets (175)0 0
29 Long-Term Portion of Derivative Assets - Hedges (176)0 0
30 TOTAL Other Property and lnvestments (Total of lines 17-20,22-29)36,840,752 31,637,469
31 CURRENT AND ACCRUED ASSETS
32 Cash (131)r(,.r,,,10,113,462)( 7,597,540)
33 Special Deposits (132-134)3,082,975 2,151 ,752
34 Working Funds (135)24,400 24,400
35 Temporary Cash lnvestments (136)222-223 132,791,780 90,335,329
36 Notes Receivable (141)0 0
37 Customer Accounts Receivable (142)66,203,438 64,846,504
38 Other Accounts Receivable (1 43)7,517,817 403,792
39 (Less) Accum. Provision for Uncollectible Accounts - Credit ('144)0 0
40 Notes Receivable from Associated Companies (145)230,000,000 230,000,000
41 Accounts Receivable from Associated Companies (146)7,909,065 7,376,301
42 Fuel Stock (151)0 0
43 Fuel Stock Expenses Undistributed (152)0 0
IFERC FORM No.2 (REv 06-04)Page 110
Name of Respondent
Northern Natural Gas Company
This Re((1) 12!(2) -
rort ls:
An Original
A Resubmission
uate oI Kepon(Mo, Da, Yr)
YearPefloo ot Kepon
End of 2013/Q4
Comparative Balance Sheet (Assets and Other Deblts)(continued)
Line
No.
Title of Account
(a)
Reference
Page Number
(b)
Current Year End of
Quarterl/ear Balance
(c)
Prior Year
End Balance
1?,31
(d)
44 Residuals (Elec) and Extracted Products (Gas) (153)0 0
45 Plant Materials and Operating Supplies (154)24,793,032 23,207,818
46 Merchandise (155)0 0
47 Other Materials and Supplies (156)0 0
48 Nuclear Materials Held for Sale (157)0 0
49 Allowances (158.1 and 158.2)0 0
50 (Less) Noncunent Portion of Allowances 0 0
51 Stores Expense Undistributed (1 63)0 0
52 Gas Stored Underground-Cunent (164. 1 )220 0 0
53 Liquefied Natural Gas Stored and Held for Processing (164.2 thru 164.3)220 0 0
u Prepayments (165)230 4.317.470 3,951,669
55 Advances for Gas (166 thru 167)0 0
56 lnterest and Dividends Receivable (171)0 0
57 Rents Receivable (172)0 0
58 Accrued Utility Revenues (173)0 0
59 Miscellaneous Current and Accrued Assets (174)29,369,569 9,602,450
60 Derivative lnstrument Assets ('1 75)2,936 224.366
61 (Less) Long-Term Portion of Derivative lnstrument Assets (175)0 0
62 Derivative lnstrument Assets - Hedges (176)107,371 0
63 (Less) Long-Term Portion of Derivative lnstrument Assests - Hedges (176)0 0
u TOTAL Cunent and Accrued Assets (Total of lines 32 thru 63)496,006,391 424,526,U1
65 DEFERRED DEBITS
66 Unamortized Debt Expense (181)5,385,207 5,923,461
67 Extraordinary Property Losses (1 82.1 )230 0 0
68 Unrecovered Plant and Regulatory Study Costs (182.2)230 0 0
69 Other Regulatory Assets (182.3)232 146,335,720 150,091,677
70 Preliminary Survey and lnvestigation Charges (Electric)(183)0 0
71 Preliminary Survey and lnvestigation Charges (Gas)(183.1 and 183.2)38,820 405,699
72 Clearing Accounts (1 84)0 0
73 Temporary Facilities (1 85)0 0
74 Miscellaneous Deferred Debits (186)233 5,579,808 4,481,297
75 Defened Losses from Disposition of Utility Plant (187)0 0
76 Research, Development, and Demonstration Expend. (188)0 0
77 Unamortized Loss on Reacquired Debt (189)0 0
78 Accumulated Deferred lncome Taxes (190)234-235 186.031.895 220,430,469
79 Unrecovered Purchased Gas Costs (191)0 0
80 TOTAL Deferred Debits (Total of lines 66 thru 79)343.371.450 381,332,603
81 TOTAL Assets and Other Debits (Total of lines 10-15,30,64,and 80)3,216,629,094 3,093,934,340
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OtaaoaaaaaaatFERC FORM NO.2 (REV 06-04)Page 111
aoo
Name of Respondent
Northem Natural Gas Company
tnrs Keoon ts:(1) []en oasinal(2) I-lA Resubmission
Date of Report(Mo, Da, Yr)
I I
Year/Period of Report
End of @!
Comparative Balance Sheet (Liabilities and Other Credlts)
Line
No.
Title of Account
(a)
Reference
Page Number
(b)
Cunent Year
End of
Quarterl/ear
Balance
Prior Year
End Balance
12131
(d)
1 PROPRIETARY CAPITAL
2 Common Stock lssued (201)250-251 1,002 1,002
3 Preferred Stock lssued (204)250-251 0 0
4 Capital Stock Subscribed (202, 205)252 0 0
5 Stock Liability for Conversion (203, 206)252 0 0
6 Premium on Capital Stock (207)252 0 0
7 Other Paid-ln Capital (208-211)253 981,867,972 981,867,972
8 lnstallments Received on Capital Stock (212)252 0 0
9 (Less) Discount on Capital Stock (213)254 0 0
10 (Less) Capital Stock Expense (214)254 0 0
11 Retained Eamings (21 5, 21 5.1, 216)118-119 378,518,263 307,847,429
12 Unappropriated Undistributed Subsidiary Earnings (216.1)118-119 0 0
13 (Less) Reacquired Capital Stock (217)250-251 0 0
14 Accumulaled Other Comprehensive lncome (219)117 ( 247,925)( 5,126)
'15 TOTAL Proprietary Capital (Total of lines 2thru 14)''t ,360,139,312 1,289,711 ,277
'16 LONG TERM DEBT
17 Bonds (221 )256-257 400,000,000 400,000,000
18 (Less) Reacquired Bonds (222)256-257 0 0
19 Advances from Associated Companies (223)256-257 0 0
20 Other Long-Term Debt (224)256-257 500,000,000 500,000,000
21 Unamortized Premium on Long-Term Debt (225)258-259 0 0
22 (Less) Unamortized Discount on Long-Term DebtDr (226)258-259 599,789 633,369
23 (Less) Cunent Portion of Long-Term Debt 0 0
24 TOTAL Long-Term Debt (Total of lines 17 thru 23)899,400,211 899,366,631
25 OTHER NONCURRENT LIABILITIES
26 Obligations Under Capital Leases-Noncunenl (227)0 0
27 Accumulated Provision for Property lnsurance (228.1)0 0
28 Accumulated Provision for lnjuries and Damages (228.2)123,566 373,972
29 Accumulated Provision for Pensions and Benefits (228.3)0 3,462,347
30 Accumulated Miscellaneous Operating Provisions (228.4)0 0
31 Accumulated Provision for Rate Refunds (229)0 0
lFeRc FORM No.2 (REV 06-04)Page 112
Name ol Kesponoenl
Northem Natural Gas Company
lnrs f{er(1) x(2) T
)on ls:
An Original
A Resubmission
Date of Report(Mo, Da, Yr)
Year/Period of Report
End of 2013/Q4
Comparative Balance Sheet (Liabilities and Other Credlts)(continued)
Line
No.
Title of Account
(a)
Reference
Page Number
(b)
Cunent Year
End of
QuarterAr/ear
Balance
Prior Year
End Balance
12t31
(d)
32 Long-Term Portion of Derivative lnstrument Liabilities 0 0
33 Long-Term Portion of Derivative lnstrument Liabilities - Hedges 0 0
34 Asset Retirement Obligations (230)35,395,587 36,332,680
35 TOTAL Other Noncunent Liabilities (Total of lines 26 thru 34)35,519,153 40,168,999
36 CURRENT AND ACCRUED LIABTLITIES
37 Current Portion of Long-Term Debt 0 0
38 Notes Payable (231)0 0
39 Accounts Payable (232)32,701,386 21,447,505
40 Notes Payable to Associated Companies (233)0 0
41 Accounts Payable to Associated Companies (234)1,802,420 477j02
42 Customer Deposits (235)17,122,337 16,672,417
43 Taxes Accrued (236)262-263 49,741,700 69,583,863
44 lnterest Accrued (237)13,1 13,888 13,626,389
45 Dividends Declared (238)0 0
46 Matured Long-Term Debt (239)0 0
47 Matured lnterest (240)0 0
48 Tax Collections Payable (241)973,833 925,094
49 Miscellaneous Cunent and Accrued Liabilities (242)268 37.214.518 26,O25,961
50 Obligations Under Capital Leases-Cunent (243)0 0
51 Derivative lnstrument Liabilities (244)69,341,168 69,O48,427
52 (Less) Long-Term Portion of Derivative lnstrument Liabilities 0 0
53 Derivative lnstrument Liabilities - Hedges (245)518.507 8,514
54 (Less) Long-Term Portion of Derivative lnstrument Liabilities - Hedges 0 0
55 TOTAL Current and Accrued Liabilities (Total of lines 37 thru 54)222.529.757 217,815,272
56 DEFERREO CREDITS
57 Customer Advances for Construction (252)3,687,894 2,578,235
58 Accumulated Deferred lnvestment Tax Credits (255)0 0
59 Defened Gains from Disposition of Utility Plant (256)0 0
60 Other Defened Credits (253)269 0 203,795
61 Other Regulatory Liabilities (254)278 25,965,1 70 20,077,463
62 Unamortized Gain on Reacquired Debt (257)260 0 0
63 Accumulated Deferred lncome Taxes - Accelerated Amortization (281)0 0
64 Accumulated Deferred lncome Taxes - Other Property (282)602,916,623 560,618,935
65 Accumulated Deferred lncome Taxes - Other (283)66.470.974 63,393,733
66 TOTAL Defened Credits (Total of lines 57 thru 65)699,040,661 646,872,161
67 TOTAL Liabilities and Other Credits (Total of lines 15,24,35,55,and 66)3.216,629,094 3,093,934,340
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Ooaataatt!aaaaaaaaaaataaaaaFERC FORM NO. 2 (REV 06-04)Page 113
Name of Respondent
Northem Natural Gas Company
This Reoort ls:(1) fiRn originat(2) l-lA Resubmission
Date of Report(Mo, Da, Yr)Year/Period of Report
End of 2013/Q4
Statement of lncome
Quarterly
1. Enter in column (d) the balance for the reporting quarter and in column (e) the balance for the same three month period for the prior year.
cther utility function for the current year quarter.
cther utility function for the prior year quarter.
4. lfadditional columns are needed place them in a footnote.
Annual or Quarterly, if applicable
5. Do not report fourth quarter data in columns (e) and (0
6. Report amounts for accounts 412 and 413, Revenues and Expenses from Utility Plant Leased to Others, in another utility columnin a similar manner to a utility department.
Spread the amount(s) over lines 2 thru 26 as appropriate. lnclude these amounts in columns (c) and (d) totals.
7. Report amounts in account 414, Other Utility Operating lncome, in the same manner as accounts 412 and 41 3 above.
8. Roport data for lines 8, 10 and 1 1 for Natural Gas companies using accounts 404.1 , 404.2, 404.3, 407 .1 a d 4OT .2.
L Use page 122 for important notes regarding the statement of income for any account thereof.
10. Give concise explanations conceming unsettled rate proceedings where a conlingency exists such that refunds of a material amount may need to be made to the utilitys
customers or which may result in material refund to the utility with respect to power or gas purchases. State for each year effected the gross revenues or costs to which the
respect to power or gas purchases.
received or costs incurred for power or gas purches, and a summary of the adjustments made to balance sheet, income, and expense accounts.
12. lf any notes appearing in the report to stokholders are applicable to the Statement of lncome, such notes may be included at page 122.
1 3. Enter on page 122 a concise explanation of only those changes in accounting mehods made during the year which had an effect on net income, including the basis of
allocations and apportionments from those used in the prec€ding year. Also, give the appropriate dollar effect of such changes.
14. Explain in a footnote if the previous year's/quarte/s figures are different from that reported in prior reports.
15. lf the columns are insuffcient for reporting additional utility departments, supply the appropriate account titles report the information in a footnote to this schedule.
Title of Account
Line (a)
No.
Belerence
Page
Number
(b)
Total
Cunent Year to
Date Balance
for Quarter/Year
(c)
Total
Pdor Year to Date
Balance
for ouarter,ryear
(d)
Current Three
Months Ended
0uarterly Only
No Fourth ouarter
(e)
Prior Three
Months Ended
Quarterly Only
No Fourlh Ouarter
(f)
1 ITILITY OPERATING INCOME
2 ias operating Hevenues (400)30G301 532,580,23 587,768,266 0
4 Operation ExpeNes (401)J I r-JZC 148,895.96r 156.129.236 0
5 Maintenance Expenses (402)317.325 56,353,02r 49,755,863 0
6 Depreciation Expense (403)33S338 57,449,74'57,033,321 0
7 Depreciation Expense for Asset Retirement Cosh (403.1 )33&338 0 0
8 Amortization and Depletion of Utility Plant (404-/105)336-338 7.207,0d 7.089.750 0
9 Amonization of Utility PIant Acu. Adjusfnent (406)33&3i]8 0 0
10 Amorl. of Prop. Losses, Unrecovered Plant and Reg. Study Costs (407.1)0 0
11 Amortization of Conversion Expenses (407.2)0 0
12 Regulatory Debits (407.3)0 0
13 (Less) Hegulatory Credits (407,4)0 0
14 Taxes Other han lncome Taxes (408.1)262.263 52,683,281 51,684,519 0
15 lncome Taxes-Federal (409.1 )262-269 27,707,021 37,826,855 0
16 lncome Taxes-Oher (409.1 )262-263 6.918.93(9,529.350 0
17 Provision of Delerred lncome Taxes (410.1 )234-23s r36,579,31(79,902,133 0
18 (Less) Provision for Deferred lncome Taxes-Credit (41 1.1 )234-235 84,056,961 39,560,1 52 0
19 lnvestment Tax Credit Adjustment.Net (41 1.4)0 0
20 (Less) Gains from Disposition of Utility Plant (41 1 .6)0 0
21 Losses from Disposition of Utility Plant (41 1,7)482.681 0 0
22 (Less) Gains from Disposition of Allowances (411.8)0 0
23 Losses from Disposition of Allowances (41 1.9)0 0
24 Accretion Expense (411.10)0 0
25 ToTAL Utility operating Expenses (Total ol lines 4 thru 24)410,220,06{409,390,875 0
26 Net Utility operating lncome (Total of lines 2 less 25) (Carry foruard to page 1 16,
ine 27)182,360,16{1783n391 0
oFERC FORM NO.2 (REV 06-04)Page 114
Name of Respondent
Northem Natural Gas Company
This Reoort ls:(1) fiAn originat(2\ llA Resubmission
Date of Reoort
(Mo, Da, Yi)Year/Period of Report
End of 2013/Q4
Statement of lncome(conti n ued)
Line
No.
Title of Account Reference
page
Number
(a) (b)
Total Total
Cunent Year to Prior Year to Date
Date Balance Balance
for Ouarter/Year for OuarteilYear(c) (d)
Current Three
Months Ended
ouarterly Only
No Foudh ouarter
(e)
Prior Three
Months Ended
Quarterly 0nly
No Fourh Ouarter
(0
27 Net Utility operating lncome (Canied lorward kom page 1 14)182,360,1661 178,37,391 0
28 )THER INCOME ANO OEDUCTIONS
29 )ther lncome
30 Nonulility Operating lncome
31 Revenues form Merchandising. Jobbing and Contract Work (415)0 0
32 (Less) Cosh and Expense of Mercnandising, Job & Contract Work (416)841 0 0
33 Hevenues from Nonutility operations (417)0 0
34 (Less) Expenses ol Nonutility operations (417.1)0 0
35 Nonoperating Renlal lncome (418)0
36 Equity in Earnings of Subsidiary Companies (418.1)lto 0 0
37 lnteresl and Dividend Income (41 9)1,572,47 1,751 ,207 0
38 Allowance for other Funds Used During Conslruction (419.1 )1,396,85r 1,184,94t 0
39 Miscellaneous Nonoperating lncome (421 )18,294,99r 7,573,344 0
40 Gain on Disposition ol Property (421,1 )6,31r 500,55t 0
41 ToTAL other lncome (Total of lines 31 thru 40)21,269,75 1 1,010,057 0
42 )ther Income Deductions
43 Loss on Disposition of Property (421.2)4s.97 0
44 Miscellaneous Amortization (425)0
45 Donations (426.1)340 51 1,08r 343,15i 0
46 Life lnsurance (426,2)0
47 Penalties (426.3)2,251 255 0
48 Expenditures for Certain Civic, Political and Related Actvities (426.4)73,421 59.412 0
49 Other Deductions (426.5)105.45 583.274 0
50 ToTAL Other lncome Deductions (Total of lines 43 thru 49)340 738,19 986,096 0
51 axes Applic. to Other lncome and Deductions
52 Taxes Other than lncome Taxes (408.2)262-263 0 0
53 lncome Taxes-Federal (409,2)262-263 ( 1s,737,665 ( 20,489,375)0
54 lncome Taxes-Other (409.2)262-263 ( 3,505,812 ( 3,997,849)0
55 Provision for Deferred lncome Taxes (41 0.2)2y-235 73,287,14 55,031,287 0
56 (Less) Provision lor Deferred Income Taxes-Credit (41 1.2)23/-235 45,876,1 7 28.093.267 0
57 Investment Tax Credit Adjustments-Net (41 1.5)0 0
58 (Less) lnvestment Tax Credits (420)0 0
59 TOTAL Taxes on other lncome and Deductions (Total of lines 52-58)8,1 67,49 2,450,796 0
60 Net other Income and Deductions (Total of lines 41. 50, 59)1 2,364.1 0 7,573,165 0
61 NTEREST CHABGES
62 lnterest on Long-Term Debt (427)44,075,00 50,793,055 0
63 Amortization ol Debt Disc. and Expense (428),(c_r(o ul,54 800,502 0
64 Amortization of Loss on Reacquired Debt (428.1)0 0
65 (Less) Amortization of Premium on Debl-Credit (429)258-259 0 0
66 (Less) Amortization of Gain on Reacquired Debt Credit (429.1 )0 0
67 lnterest on Debt lo Associated Companies (430)340 0 0
68 Other lnterest Expense (431 )340 38.62,46.013 0
69 (Less) Allowance for Borowed Funds Used During Construction-Credit (432)401.721 404.433 0
70 Net lnterest Charges (Total ol lines 62 thru 69),14,053,431 51,235,137 0
71 lncome Before Extraordinary ltems (Total of lines 27.60 and 70)1 50,670,83 1 34,71 5,41 I 0
72 :XTRAORDINARY ITEMS
73 Extraordinary lncome (434)0 0
74 (Less) Extraordinary Deductions (435)0 0
75 Net Extraordinary ltems (Total of line 73 less line 74)0 0
76 Income Taxes-Federal and other (409.3)262-263 0 0
77 Extraordinary ltems alter Taxes {Total of line 75 less line 76)0 0
78 Net lncome (Total of lines 71 and 77)150,670.83 1 34.71 5,419 0
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Nevada Power Company
Affiliated Transactions
For the Period from December Lgr2013 to December 31, 2013(")
PacifiCorp Received
Services
PacifiCorp Provided
ServicesAccount Description
Electricity transmission services
Purchased power - line losses
Operations and maintenance on Harry Allen substationo)
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
$ 118,293
13,398
3.489
$_______8il80
(c)
(c)
(c)
(c)
(c)
s _______ J04
(c)
(c)
(c)
(c)
(c)
804
(a)
(b)
(c)
On December 19,2013, MidAmerican Energy Holdings Company C'MEHC") acquired the parent company of Nevada Power Company, NV
Energy, Inc., which then became an indirect wholly owned subsidiary of MEHC. Accordingly, this report reflects transactions between
PacifiCorp and Nevada Power Company ("Nevada Power") that occuned between December 19,2013 and December 3 1, 20 13.
In previous years, PacifiCorp paid Nevada Power for the construction oftransmission assets to be used by PacifiCorp at Nevada Power's Harry
Allen substation. These assets are owned by Nevada Power and are recorded in PacifiCorp's plant-in-service as intangible assets in the gross
amount of $l 7,449,8,14 ($ I 3,684,556 net ofaccumulated depreciation) as ofDecember 3 l, 20 I 3. PacifiCorp pays Nevada Power for its share of
the costs to operate and maintain these assets.
Electricity transmission services are priced at a tariff rate on file with the Federal Energy Regulatory Commission ('FERC'). Purchased power
- line losses are priced at a cost-based tariffrate on file with the FERC. Operations and maintenance costs are ultimately based on PacifiCorp's
share of actual operations and maintenance costs incurred.
For further information on the following financial statements, refer to Nevada Power Company's Form l0-K for the year
ended December 31,2013 (File No. 000-52378) at wrvrv.sec.gor,.
NEVADA POWER COMPANY AIID SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in millions, except share data)
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable, net
Inventories
Regulatory assets
Deferred income taxes
Other current assets
Total current assets
Properfy, plant and equipment, net
Regulatory assets
Other assets
Total assets
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable
Accrued interest
Accrued property, income and other taxes
Accrued employee expenses
Regulatory liabilities
Current portion oflong-term debt
Customer deposits and other
Total current liabilities
Long-term debt
Regulatory liabilities
Deferred income taxes
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note l6)
Shareholder's equity:
Common stock - $L00 stated value, 1,000 shares authorized, issued and outstanding as of
December 31, 2013 and 2012
Other paid-in capital
Retained earnings
Accumulated other comprehensive loss, net
Total shareholder's equity
Total liabilities and shareholder's equity
The accompanying notes are an integral part of the consolidated financial statements.
As of December 31,
o
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201
249
78
49
28
2013 2012
126 $
227
73
8l
152
39
698
6,992
1,057
88
$ 8.83s $ 8.641
240 $
61
29
6
74
22
74
605
6,912
1,028
96
243
65
6
l5
86
106
53
574
3,231
323
1,102
489
5,945 5,719
506
3,555
312
1,298
274
2,308
586
2,308
619(4) (s)
2,890 2,922
$ 8,835 $ 8,641
40
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NEVADA POWER COMPANY AI\D SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in millions)
2013
Operating revenue
Operating costs and expenses:
Cost of fuel, energy and capacity
Operating and maintenance expense
Depreciation and amortization
Property and other taxes
Merger-related expenses
Total operating costs and expenses
Operating income
Other income (expense):
Interest expense, net of allowance for debt funds
Allowance for equity funds
Other, net
Total other income (expense)
Income before income tax expense
Income tax expense
Net income
Years Ended December 31
2012 20tt
$ 2,092 $ 2,145 2,054
813
423
270
37
1,657 1,543 1,610
435 602
835
455
277
38
52
959
362
252
5t
(20e)
8
(2 l0)
7
(222)
8s (3)(re6) (206) (240)
239 396 20494 138 7t
_$_145_ _$_-25!_ l_133_
The accompanying notes are an integral part of these consolidated financial statements.
4t
Sierra Pacific Power Company
Affiliated Transactions
For the Period from December 1.9, 2013 to December 3L, 2013(")
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PacifiCorp Received
Services
PacifiCorp Provided
ServicesAccount Description
Electricity transmission services over agreed upon facilities
Operations and maintenance on Pavant substation
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
$_______________
N/A
N/A
N/A
N/A
N/A
$ 2,627
358
s 2.98s
(b)
(b)
(b)
(b)
(b)
(a) On December 19, 2013, MidAmerican Energy Holdings Company C'MEHC") acquired the parent company of Sierra Pacific Power Company,
NV Energy, Inc., which then became an indirect wholly owned subsidiary of MEHC. Accordingly, this report reflects transactions between
PacifiCorp and Sierra Pacific Power Company ("Sierra Pacific") that occurred between December 19,2013 and December 3 l, 2013.
(b) The charge for electricity transmission services over agreed upon facilities is based on a rate schedule negotiated per the contract between
PacifiCorp and Sierra Pacific. The operations and maintenance costs are based on the final installed cost of PacifiCorp's Pavant substation
capacitor bank multiplied by an annual expense factor as determined by Federal Energy Regulatory Commission methodology.
For further information on the following financial statements, refer to Sierra Pacific Power Company's Form 10-K for
the year ended December 31, 2013 (File No. 000-00508) at r.r:)-1}rj,,t9-g.gt)).,.
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SIERRA PACIFIC POWER COMPAT\TY AI\D SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in millions, except share data)
As of December 31,
2013 2012
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable, net
Inventories
Regulatory assets
Income taxes receivable
Deferred income taxes
Other current assets
Total current assets
Property, plant and equipment, net
Regulatory assets
Other assets
Total assets
LIABILITIES AND SHAREIIOLDER'S EQUITY
Current liabilities:
Accounts payable
Accrued interest
Accrued property, income and other taxes
Accrued employee expenses
Regulatory liabilities
Current portion of long-term debt
Customer deposits and other
Total current liabilities
Long-term debt
Regulatory liabilities
Deferred income taxes
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note l5)
Shareholder's equity:
Common stock - $3.75 stated value, 20,000,000 shares authorized and 1,000 issued and
outstanding as of December 31,2013 and20l2
Other paid-in capital
Accumulated deficit
Accumulated other comprehensive loss, net
Total shareholder's equity
Total liabilities and shareholderrs equity
The accompanying notes are an integral part of the consolidated f,rnancial statements.
67$
t56
43
15
10
48
l3
61
124
60
l0
22
t2
352
2,552
427
38
289
2,530
469
28
$ 3.369
lsl $
l5
t2
7
37
I
t6
128
l6
2
t4
51
250
t4
239 475
1,199 929243 226
2,353 2,277
525
147
466
181
1,1I I
(e3)
(2)
1,016 1,039
$ 3,369 $ 3,316
l,lll
(71)
39
SIERRA PACIFIC POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in millions)
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716
173
(67)
3
Years Ended December 31
2013 2012 20tt
Operating revenue:
Regulated electric
Regulated natural gas
Total operating revenue
Operating costs and expenses:
Cost of fuel, energy and capacity
Natural gas purchased for resale
Operating and maintenance expense
Depreciation and amortization
Property and other taxes
Merger-related expenses
Total operating costs and expenses
Operating income
Other income (expense):
Interest expense, net of allowance for debt funds
Allowance for equity funds
Other, net
Total other income (expense)
Income before income tax expense
Income tax expense
Net income
747 $
106
726 $
108
853
to,
56
197
123
25
20
263
62
190
108
23
273
124
192
106
23
718713
171188140
646
(60)
2
(63)
J6 (4) (16)(s2) (64) (80)
88
33
t24 9140 3l
-$__ s5_ _$_&L _$_0L
The accompanying notes are an integral part of these consolidated financial statements.
40
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Northern Powergrid Holdings Company
Affiliated Transactions
For the Year Ended December 3L, 2013
Account Description
Administrative services under the lntercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PaciliCorp Provided
Services
$
N/A
N/A
N/A
N/A
N/A
$ 3t.244
s 31.244
(a)
(a)
None
None
None
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 ofthe services.
Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of Northem
Powergrid Holdings Company.
CalEnergy Philippines
Affiliated Transactions
For the Year Ended December 31, 2013
Account Description
Administrative services under the lntercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
tIIaItIatotaattaaITtIoaaaoT!oaataoIftoaaaaIt
N/A
N/A
N/A
N/A
N/A
s 1.857
$__________L857
(a)
(a)
None
None
None
Services were performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) ofthe attached IASA. Refer to Section VII
for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe services,
Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of CalEnergy
Philippines.
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MidAmerican Renewables, LLC
Affiliated Transactions
For the Year Ended December 31, 2013
Account Description
Administrative services under the lntercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorpReceived PacifiCorpProvidedServices Services
$ 1.125 S 9s.044
$_________L125 S________95-044
(a)
(a)
None
None
None
(a)
(a)
None
None
None
(a) Services were performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) ofthe attached IASA. Refer to Section VII
for discussion ofamounts that were based on allocation factors. The amounts in the table above reflect the cost ofthe services.
Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of MidAmerican
Renewables, LLC.
CalEnergy Generation Operating Company
Affiliated Transactions
For the Year Ended December 31, 2013
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PacifiCorp Received
Services
PacifiCorp Provided
ServicesAccount Description
Administrative services under the Intercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
$-
$-_---
N/A
N/A
N/A
N/A
N/A
s 218.729
$_____213J_D.
(a)
(a)
None
None
None
(a) Services were performed under the IASA. Direct charges are calculated as described in Anicle 4(a)(i) ofthe 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 ofthe services.
Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of CalEnergy
Generation Operating Company.
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Cordova Energy Company LLC
Affiliated Transactions
For the Year Ended December 31, 2013
Account Description
Administrative services under the lntercompany
Administrative Services Agteement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorpReceived PacifiCorpProvided
Services Services
$ - $ 7.280
$________-______ $________1280
N/A
N/A
N/A
N/A
N/A
(a)
(a)
None
None
None
(a) Services were performed under the IASA. Direct charges are calculated as described in Article 4(aXi) ofthe attached [ASA. Refer to Section VII
for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe services.
Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of Cordova Energy
Company LLC.
Pinyon Pines Wind IrLLC
Affiliated Transactions
For the Year Ended December 3L, 2013
Account Description
Administrative services under the lntercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
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$_______________
N/A
N/A
N/A
N/A
N/A
$ 1.s05
s_____l-505
(a)
(a)
None
None
None
(a) Services were performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) ofthe attached LA.SA. Refer to Section VII
for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe services.
Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of Pinyon Pines
Wind I, LLC.
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Pinyon Pines Wind II, LLC
Affiliated Transactions
For the Year Ended December 3L, 2013
Account Descrintion
Administrative services under the lntercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
s-
N/A
N/A
N/A
N/A
N/A
$ 1.505
$________l.505
(a)
(a)
None
None
None
(a) Services were performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe services.
Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of Pinyon Pines
Wind II, LLC.
Solar Star California XIX, LLC
Affiliated Transactions
For the Year Ended December 31, 2013
Account Description
Administrative services under the Intercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
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$-
N/A
N/A
N/A
N/A
N/A
$ 29.736
s 29.736
(a)
(a)
None
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 VI1
for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe services.
Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of Solar Star
California XIX, LLC.
taI!a Solar Star California XX, LLCt Affitiated Transactionsa For the Year Ended December 31, 2013aaat
a Account Descriptiona
a Administrative Services Agreement ('IASA")a
t Total
PacifiCorpReceived PacifiCorpProvided
t
a Basis of pricing N/A (a)
,r Cost of service N/A (a)
: The margin of charges over costs N/A None
a Assets allocable to the services N/A None
O 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) ofthe attached IASA. Refer to Section VII
a for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe services,
a Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of Solar Star
a California XX, LLC.
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Services Services
$ - $ 29.73s
$_--___----____- $________29fi5
Topaz Solar Farms LLC
Affiliated Transactions
For the Year Ended December 31, 2013
Account Description
Administrative services under the Intercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
!aatrtootataaaaattIaaaaoaaIaaoatoataraoaaaaa
$
N/A
N/A
N/A
N/A
N/A
$ 47 "70t
s 47.701
(a)
(a)
None
None
None
(a) Services were performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) ofthe attached IASA. Refer to Section VII
for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe services.
Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of Topaz Solar Farms
LLC.
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MidAmerican Transmission, LLC
Affiliated Transactions
For the Year Ended December 31, 2013
Account Descriotion
Administrative services under the lntercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
$-
$_______________
N/A
N/A
N/A
N/A
N/A
$ 1.s20.264
L____1;2fi264
(a)
(a)
None
None
None
(a) Services were performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) ofthe attached IASA. Refer to Section Vll
for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe services.
Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of MidAmerican
Transmission, LLC.
Electric Transmission Texas, LLC
Affiliated Transactions
For the Year Ended December 31, 2013
Account Description
Administrative services under the lntercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
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$-
$_______________
N/A
N/A
N/A
N/A
N/A
$ 28.941
$________28J4r
(a)
(a)
None
None
None
(a) Services were performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) ofthe 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 ofthe 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.
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Electric Transmission America, LLC
Affiliated Transactions
For the Year Ended December 31., 2013
Account Descrintion
Administrative services under the lntercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorpReceived PacifiCorpProvided
Services Services
N/A
N/A
N/A
N/A
N/A
(a)
(a)
None
None
None
(a) Services were performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) ofthe attached IASA. Refer to Section VII
for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe 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.
MidAmerican Central California Transco, LLC
Affiliated Transactions
For the Year Ended December 31, 2013
N/A
N/A
N/A
N/A
N/A
(a)
(a)
None
None
None
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Account Description
Administrative services under the Intercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received PacifiCorp ProvidedServices Services
(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 ofthe services.
Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of MidAmerican
Central California Transco, LLC.
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MEHC Canada,LLC
Affiliated Transactions
For the Year Ended December 31, 2013
Account Description
Administrative services under the lntercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
$-
N/A
N/A
N/A
N/A
N/A
$89
$__-__________89
(a)
(a)
None
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 ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe services.
Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of MEHC Canada,
LLC,
MEHC Canada Transmission GP Corporation
Affiliated Transactions
For the Year Ended December 3L, 2013
I
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PacifiCorp Received
Services
PacifiCorp Provided
ServicesAccount Description
Administrative services under the lntercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
$-
$_______________
N/A
N/A
N/A
N/A
N/A
s s62.243
$______t@24i
(a)
(a)
None
None
None
(a) Services were performed under the IASA. Direct charges are calculated as described in Article 4(aXi) ofthe attached [ASA. Refer to Section VII
for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe services.
Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of MEHC Canada
Transmission GP Corporation.
Oaaaa Metalogic Inspection Services Inc.a Affiliated Transactionsa For the Year Ended December 31, 2013ooao
a Account Descrintion
: Administrative services under the lntercompanyf Administrative Services Agreement ("IASA")a
a Total
a
t Basis of pricing
a Cost of service
: The margin of charges over costsO Assets allocable to the services
a The overall rate ofreturn on assets
PacifiCorpReceived PacifiCorpProvided
Services Services
$ 46.073
$_____36-073
N/A
N/A
N/A
N/A
N/A
(a)
(a)
None
None
None
ot (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 ofthe services.
I Refer to the financial statements of MidAmerican Energy Holdings Company, the parent company of Metalogic
a Inspection Services Inc.
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PPW Holdings LLC
Affiliate Transactions
For the Year Ended December 3L, 2013
Account Description
N/A
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate of return on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
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N/A
N/A
N/A
N/A
N/A
s
$--_____-_______
N/A
N/A
N/A
N/A
N/A
During the year ended December 31,2013, PacifrCorp paid dividends of $500,000,000 to PPW Holdings LLC.
PacifiCorp is party to an income tax-sharing arrangement and is part of the Berkshire Hathaway Inc. United States
federal income tax return. For certain state income taxes, PacifiCorp is part of MidAmerican Energy Holdings Company
("MEHC") combined or consolidated state income tax retums. PacifiCorp's provision for income taxes has been
computed on a stand-alone basis. PacifiCorp remits federal and certain state income tax payments to PPW Holdings
LLC. PPW Holdings LLC then remits the income tax payments to MEHC, and MEHC remits any federal income tax
payments to Berkshire Hathaway Inc. At December 31,2013, PacifiCorp and Pacific Minerals, Inc. owed PPW Holdings
LLC $ I 9,9 7 7,7 07 and 52,37 2,59 5, respectively, under this arrangement.
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PPW HOLDINGS LLC
BALANCE SHEET
December 31, 2013
(Amounts in thousands)
ASSETS
Current assets:
Accounts receivable, net
Deferred income taxes
Total current assets
Property, plant and equipment, net
lnvestment in subsidiaries
Goodwill
Other assets
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
Income taxes payable
Current portion oflong-term debt and captial lease obligations
Total current liabilities
Long-term debt and capital lease obligations
Deferred income taxes
Total liabilities
Equity:
Common stock
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income, net
Total equity
Total liabilities and equity
$ 3,332
(21)
3,311
55,653
7,794,235
r,126,642
41,165
_[_2,02r,999_
20
(283)
19,702
t9,439
35,951
695
56,085
6,2t7,086
2,744,017
3,818
8,964,92r
_$_9,02 r,006-
PPW HOLDINGS LLC
STATEMENT OF OPERATIONS
For the Year Ended December 31,2013
(Amounts in thousands)
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Operating revenue
Operating costs and expenses:
Energy costs
Operations and maintenance
Depreciation and amortization
Total operating costs and expenses
Operating income
Other income (expense):
Interest expense
Interest income
Other
Total other income (expense)
Income before income tax expense
Income tax expense
Net income
Net income attributable to noncontrolling interests
Net income attributable to PPW Holdings LLC
(27,051)
(412)
16,860
(10,603)
10,603
(l0,l9l)
2,673
682.164
674,646
685,249
1,235
684,014
3,437
_$_680,577_
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PacifiCorp Foundation
Affiliated Transactions
For the Year Ended December 31, 2013
Account Descriotion
Administrative support services
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
N/A
N/A
N/A
N/A
N/A
$ 214.973
s 2t4.973
(a)
(a)
None
None
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.
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Assets:
Cash
PacifiCorp Foundation
Statement of Financial Position
(in dollars)
(Unaudited - lnternal Use Only)
Restricted investments:
Cash and cash equivalents
Dividend receivable
Tax receivable
State Street investments
Total restricted investments
Totalassets
Liabilities:
Accounts payable
Grants payable
Total liabilities
Net assets
't2t31t2013
$ 140,23s
186,770
11,040
810
45,291,167
45,489,787
45,630,022
18,112
55,000
73,112
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PacifiCorp Foundation
Statement of lncome and Changes in Net Assets
For the Year Ended December 31, 2013
(in dollars)
(Unaudited - lnternal Use Only)
Revenue and contributions:
lnterest income
Dividends
Realized gain/(loss) on sale of investment
Unrealized gain/(loss) on investment
Capital gains on partnership investments
Miscellaneous income: security litigation income
Total revenues/(losses) and contributions
Expenses:
Grants:
Health, welfare and social services
Education
Culture and arts
Civic and community betterment
Giving campaign match
Matching gift program
Small community capital projects
Rocky Mountain Power Foundation special grants
Pacific Power Foundation special grants
Global Days of Service
Other Community Pledge
Grants approved for future periods
Totalgrants
Administrative expenses
lnvestment management fees
Consulting fees
Taxes
Bank fees
Total expenses
Net assets increase (decrease)
Net assets beginning of period
Net assets end of period
Year-to-Date
276
823,1 36
2,073,872
4,933,970
144,246
122
7,975,622
1,686,225
6,289,397
39,267,513
-$'--5F5-6m-
239,000
234,250
131,875
100,500
300,000
75,653
172,375
20,000
5,000
60,000
185,000
(160,000)
1,363,653
220,848
48,846
13,618
37,065
2,195
Energy West Mining Company
Intercomp any Transactions
For the Year Ended December 31, 2013
Account Descrintion
Coal mining services
lnformation technolo gy and administrative support services
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
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70,633,989_
$____70-633.989
(a)
(a)
None
None
None
$-
502.281
$_______502281
(b)
(b)
None
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 fiom
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 items are excluded from the table above:
r Management fees charged by Interwest Mining Company to Energy West in the amount of $803,5 17.c Services provided by Energy West to Fossil Rock Fuels, LLC in the amount of $2,003.o Premium expense for an excess loss insurance policy charged by Symetra Life Insurance Company to Energy
West in the amount of $357,486.r Services provided by MidAmerican Energy Company to Energy West in the amount of $172,262.
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ENERGY WEST MINING COMPANY
BALANCE SHEET
December 31, 2013
(Amoants in thoasands)
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ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable, net
Amounts due from affiliates
Other current assets
Total assets
LIABILITIES AND EQTNTY
Current liabilities:
Accounts payable
Accrued employee expenses
Accrued property and other taxes
Total liabilities
Equity:
Common stock
Additional paid-in capital
Total equity
Total liabilities and equity
(l 54)
t9
11,107
146
$ 11,118
s 3,7s3
7,161
203
1l t17
ll 118
Interwest Mining Company
I ntercomp any Transactions
For the Year Ended December 31, 2013
Account Descrintion
Administrative support services
Financial support services and employee benefits
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided. Services
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r,168,072
$_______L168-072
(a)
(a)
None
None
None
$-
629.055
$__________629-055
(b)
(b)
None
None
None
(b)
Under the lerms of a services agreement between PacifiCorp and Interwest Mining Company ("lnterwest 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.
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 items are excluded from the table above:o Services provided by MidAmerican Energy Holdings Company to Interwest Mining in the amount of $ 1,592.
r Management fees charged by Interwest Mining to Energy West Mining Company in the amount of $803,517
and to Pacific Minerals, Inc. ("PMI") in the amount of $942,090, The amount charged to PMI was then charged
by PMI to Bridger Coal Company.o 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 $3,633.
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INTERWEST MINING COMPANY
BALANCE SHEET
December 31,2013
(Amounts in thousands)
ASSETS
Current assets:
Amounts due from affiliates
Total assets
LIABILITIES AI\D EQUITY
Current liabilities:
Accounts payable
Accrued employee expenses
Accrued property and other taxes
Total liabilities
Equity:
Common stock
Additional paid-in-capital
Total equity
Total liabilities and equity
$39
$39
$ 12
17
9
$39
Bossil Rock Fuels, LLC
Intercompany Transactions
For the Year Ended December 31, 2013
Account Description
N/A
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
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,
N/A
N/A
N/A
N/A
N/A
$-
N/A
N/A
N/A
N/A
N/A
Excluded from the table above are services provided by Energy West Mining Company to Fossil Rock Fuels, LLC in the
amount of $2,003.
During the year ended December 31, 2013, PacifiCorp made equity contributions to Fossil Rock Fuels, LLC in the
amount of $1,500,000.
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Current assets:
Cash and cash equivalents
Amounts due from affiliates
Total current assets
Property, plant and equipment, net
Total assets
Equity:
Common stock
Additional paid-in capital
Retained earnings
Total equity
Total liabilities and equity
FOSSIL ROCK FT]ELS, LLC
BALANCE SHEET
December 31, 2013
(Amoun* in thousands)
ASSETS
LIABILITIES AND EQUITY
$ 8s7
(l l6)
741
28,511
$ 29,252
$-
29,262
(l 0)
29,252
_$ 2e2s2
FOSSIL ROCK FUELS, LLC
STATEMENT OF OPERATIONS
For the Year Ended December 31,2013
(Amoun* in thousands)
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Operating revenue
Operating costs and expenses:
Operations and maintenance
Operating loss
Other income (expense):
Interest expense
Interest income
Total other income (expense)
Loss before income tax benefit
Income tax benefit
Net loss
(3)
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Pacific Minerals, Inc.
Intercomp any Transactions
For the Year Ended December 31, 2013
Account Description
(a)
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
N/A
N/A
N/A
N/A
N/A
$-
$---.=
N/A
N/A
N/A
N/A
N/A
(a) Refer to Section III for information regarding loans and associated interest between PacifiCorp and Pacific Minerals, Inc. ("PMI').
The following items are excluded from the table above;
o Management fees in the amount of $942,090 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. PMI charges Bridger Coal for these employees' services, including labor, pensions and
benefits costs. Bridger Coal then inherently charges PacifiCorp for its 66.67%o share of this payroll expense in
the cost of fuel.
During the year ended December 31,2013, Bridger Coal Company ("Bridger Coal") made equity distributions to PMI
and PMI made equity contributions to Bridger Coal for a net distribution of $29,801,925.
During the year ended December 31, 2013, PMI paid a dividend of $43,000,000 to PacifiCorp.
PacifiCorp is party to an income tax-sharing arrangement and is part of the Berkshire Hathaway Inc. United States
federal income tax retum. For certain state income taxes, PacifiCorp is part of MidAmerican Energy Holdings Company
("MEHC") combined or consolidated state income tax returns. PacifiCorp's provision for income taxes has been
computed on a stand-alone basis. PacifiCorp remits federal and certain state income tax payments to PPW Holdings
LLC. PPW Holdings LLC then remits the income tax payments to MEHC, and MEHC remits any federal income tax
pa)iments to Berkshire Hathaway Inc. At December 31, 2013, Pacific Minerals, Inc. owed PPW Holdings LLC
52,37 2,59 5 under this arrangement.
PACIFIC MINERALS,INC.
BALANCE SHEET
December 31, 2013
(Amounts in thousands)
ASSETS
Current assets:
Cash and cash equivalents
Amounts due from affiliates
Other current assets
Total current assets
Investment in unconsolidated subsidiaries
Other assets
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
Amounts due to aftiliates
Accrued employee expenses
Accrued property and other taxes
Total current liabilities
Deferred income taxes
Other long{erm liabilities
Total Iiabilities
Equity:
Common stock
Additional paid-in capital
Retained earnings
Total equity
Total liabilities and equity
$ 248
15,893
(36)
I 6,1 05
177,981
3,171
_$ r97 2s7
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$ 377
5,662
2,646
89
8,774
20,508
(1,347)
27,935
47,960
121,362
169322
_$ re725l_
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PACIFIC MINERALS,INC.
STATEMENT OF OPERATIONS
For the Year Ended December 31, 2013
(Amounls in lhousands)
Operating revenue
Operating costs and expenses:
Taxes other than income taxes
Operating loss
Other income (expense):
Interest expense
Interest income
Other
Total other income (expense)
Income before income tax expense
Income tax expense
Net income
42
(42)
(4)
28
20,484
20,508
20,466
7,493
t2.973
Bridger Coal Company
Affiliated Transactions
For the Year Ended December 31, 2013
Account Descrintion
Coal purchases (u)
Support services G)
lnformation technology and administrative support
services
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
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(a)
(b)
(c)
PacifiCorp Received
Services
PacifiCorp Provided
Services
137,946,340
60,275
$_138-006.6t5
(c)
(c)
None, (c)
None
None
960.187
$______960J87
(d)
(d)
None
None
None
Represents the cost ofcoal purchased by PacifiCorp from Bridger Coal Company ("Bridger Coal") during the year ended December 31,2013
and is PacifiCorp's 66.67% share equal to its ownership interest in Bridger Coal. Refer also to (c) below.
Includes $20,092 ofamounts that were ultimately reimbursed by thejoint owner ofPacifiCorp's Jim Bridger generating facility.
Although coal purchased fiom 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, 2013, Bridger Coal made equity distributions to Pacific Minerals, Inc. ("PMI") and
PMI made equity contributions to Bridger Coal for a net distribution of $29,801,925,
The following items are excluded from the table above:o Management fees in the amount of $942,090 that was charged by Interwest Mining Company to PMI, and then
charged by PMI to Bridger Coal.o Services provided by MidAmerican Energy Company to Bridger Coal in the amount of $29,155.. Employee services provided by PMI to Bridger Coal. PMI is the entity that employs the individuals that work
for Bridger Coal. PMI charges Bridger Coal for these employees' seryices, including labor, pensions and
benefits costs. Bridger Coal then inherently charges PacifiCorp for its 66.67Yo share ofthis payroll expense as
part ofthe coal purchases shown in the table above.
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Trapper Mining Inc.
Affiliated Transactions
For the Year Ended December 31, 2013
Account Description
Coal purchases (u)
Board of directors fees and associated board meeting costs@)
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
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$ 13,804,290
$__13-8(L1290
(c)
(c)
None, (c)
None
None
$-
4.052
s_________4-052
(d)
(d)
(d)
(d)
(d)
(a) Represents the cost of coal purchased by PacifiCorp from Trapper Mining Inc. during the year ended December 31,2013. Refer also to (c)
below.
O) PacifiCorp and lnterwest Mining Company each have an employee that serves on the Trapper Mining Inc. board of directors. The table excludes
$3,633 related to the Interwest Mining Company employee.
(c) Although coal purchased fiom Trapper Mining Inc. is priced at Trapper Mining Inc.'s cost plus a margin, coal purchases are reflected on
PacifiCorp's books al 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 ofdirectors fees and associated board meeting costs are based on a flat fee of$500 per board meeting plus lodging expenses.
During the year ended December 31, 2013, Trapper Mining Inc. paid a dividend of $34,828 to PacifiCorp.
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Trapper Mining lnc.
Consolidated Balance Sheet
December 31, 2013
(Unaudited)
Assets:
Current Assets:
Cash & Cash Equivalents
Accounts Receivable
Inventories
Prepaid and Other Current Assets
Current Reclamation Receivable from Buyers
Total Current Assets .
Property Plant and Equipment before FAS 143:
Lands and Leases
Development Costs
Equipment and Facilities
Total Property Plant and Equipment (Cost) . . . . .
Less Depreciation and Amortization
Total Properfy Plant and Equipment (Net) . . . . . .
FAS 143 Properfy Plant and Equipment (Net) . . .
Grand Total Property Plant and Equipment (Net)
Reclamation Receivable from Buyers
Acquired GE Royalty - Net
Restricted Funds - Black Lung
Deferred Loan Fees - Net
Advance Royalty - State 206-13
Total Assets
Liabilities and Members' Equity:
Current Liabilities:
Accounts Payable
Accrued Payroll Expenses
Accrued Production Taxes
Accrued Royalties
Defened Reclamation Revenue
Current Asset Retirement Liability
Current Portion Long-Term Debt
Total Current Liabilities
Long-Term Debt
Asset Retirement Liability
Black Lung Liability
TotalLiabilities....
Members'Equity
Paid in Capital @ 1/1/98
Patronage Equify - Prior Year
Non-Patronage Equity - Prior Year
Patronage Equity - Current Year
Non-Patronage Equity - Current Year
Total Members'Equity
Total Liabilities and Membersf Equity
$ 14,079,152
6,2gg,6g9
8,256,125
455,531
1.466.779
30,557,276
11,240,186
2,834,815
1 18,194,288
$ 132,269,289
(101,112,436)
$ 31,156,853
6,727,744
$ 37,884,597
16,361,089
r,363,637
500,000
45,683
20,000
s 86,732,282
$ 1,777 ,781
3,017,56r
r,923,992
437,143
129,423
1,466,779
3,889,1 55
$ 12,641,834
1,034,289
23,088,833
155,789
$ 36,920,74s
$ 20,324,925
24,818,515
2,667,986
1,g5l,5o l
48,610
$ 49,811,537
_$ ffi;|eeu
TRAPPER MINING INC
CONSOLIDATED NET INCOME
AS OF: DECEMBER 31, 2013
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TRAPPER MINING
WILLIAMS FORK MINING
WILLIAMS FORK LAND
NET TNCOME (LOSS) BEFORE TAX
CURRENT TAX PROVISION
TOTAL TAX PROVISION
NET TNCOME (LOSS) AFTER TAX
NET INCOME
FOR THE MONTH
$ 814,984.44
(24.33)
(90,172.73)
$ 724,787.38
(48,119.00)
(48,1 19.00)
$ 676,668.38
(7,852.55)
(6,499.75)
(5,235.02)
(4,875.43)
(24,462.75)
NET INCOME
YEAR TO DATE
2,506,347.97
(1 ,197.33)
(456,920.80)
$ 2,048,229.94
(48,119.00)
(48,119.00)
2,000,110.84
15,603.71
12,915.60
10,402.48
9,687,91
48,609.70
626,431.87
518,513.85
417 ,621.24
388,934.18
1,951 ,501.14
2,000,110.84
SALT RIVER
TRI-STATE
PACIFICORP
PLATTE RIVER
32.100/o
26.57%
21.40Yo
19.93%
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TOTAL NONPATRONAGE TNCOME (LOSS)
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SALT RIVER
TRI-STATE
PACIFICORP
PLATTE RIVER
32.100/o
26.57Yo
21.400/0
19.93%
225,063.09
186,290.54
150,042.06
139,735.44
TOTAL PATRONAGE TNCOME (LOSS)
TOTAL TNCOME (LOSS)
701 ,131 .13
676,668.38
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TRAPPER M!NING INC
CONSOLIDATED PATRONAGE & NONPATRONAGE INCOME ALLOCATION
AS OF: DECEMBER 31,2013
TRAPPER PATRONAGE INCOME
TRAPPER NONPATRON INCOME
TOTAL TRAPPER INCOME
WFMC NONPATRONAGE INCOME
WFLC PATRONAGE INCOME
TOTAL CONSOLIDATED INCOME
NET INCOME $
FOR THE MONTH
791,303.96
(24,438.42)
766,865.44
(24.33)
(90,172.73)
676,668.38
254,008.54
210,249.44
169,339.02
157,706.86
791,303,96
(7,944.74)
(6,493.29)
(5,229.81)
(4,870.58)
(24,438.42)
766,865.44
(7.81)
(6.46)
(5.21)
(4.85)
(24.33)
(28,945.45)
(23,958.90)
(19,296.96)
(17 ,971.42)
(90,172.73)
NET INCOME
YEAR TO DATE
773,103.45
639,917.71
515,402.29
479,998.49
2,408,421.94
15,988.05
13,233.73
10,658.71
9,926.54
49,807.03
2,458,228.97
(384.34)
(318.13)
(256.23)
(238.63)
(1,197.33)
(146,671.58)
(121,403.86)
(97,781.05)
(91,064.31)
SALT RIVER
TRI-STATE
PACIFICORP
PLATTE RIVER
SALT RIVER
TR!-STATE
PAClFICORP
PLATTE RIVER
SALT RIVER
TRI-STATE
PACIFICORP
PLATTE RIVER
SALT RIVER
TRI-STATE
PACIFICORP
PLATTE RIVER
TOTAL TRAPPER PATRONAGE
32.10%
26.57%
21.40%
19.93%
32.10Yo
26.57o/o
21.40%
19.93%
32.10%
26.57%
21.40%
19.93%
32.10%
26.57o/o
21.400/o
19.93%
TOTAL TRAPPER NON PATRON
TOTAL TRAPPER INCOME
TOTAL WFMC NONPATRONAGE
TOTAL WFLC PATRONAGE (456,920.80)
Huntington Cleveland Irrigation Company
Affiliated Transactions
For the Year Ended December 31, 2013
o
OataaIaaoIoPacifiCorp Received
Services
PacifiCorp Provided
ServicesAccount Descrintion
Annual assessment fees
Operation and inspection services
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
$ 528,309
1.536
$---------529-8115
(a)
(a)
None
None
None
$-$-
$_______________
N/A
N/A
N/A
N/A
N/A
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(a) Under section 501(c)12 ofthe Internal Revenue Code, Huntington Cleveland krigation Company operates at cost.
At December 31, 2013, PacifiCorp's plant-in-service included the following assets related to Huntington Cleveland
Irrigation Company: $22,075,411 ($18,309,555 net of accumulated depreciation) for a water supply project (including
allowance for funds used during construction and capital surcharge) and $1,471,639 ($489,798 net of accumulated
depreciation) for water rights.
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EXliltilT A
H U N't INGTON.C LEV E I,A N D I II R ICAl' IoN C0I}1 PA N Y
SI'ATE[I IiNTS OF FI N ANCIAL POSTTION
AS OF t)EC tiivt tlf tt Ll r20 I J A N D 20 t 2
'1-o'l'AI- Al.l. I. t rNt)s
20 t3 20 t2
AS"$tr!_s
CI.JRRF:N'I' ASSI]TS:
Cash and cash cquivalents
Restrictcd cash an<l cash equivalents
Accounls rcccivable:
Sharcholder assesslnent$
0ther
C0ntracts receiv:rble:
NRCIS - Re'stricted
Prepaid Insurance
Total curenl assets
NONCI.J RRt;N'I ASSL-I S:
Fixed Assets:
Land
Easerncnts
Water rights
Vchicles
Ollice equiprnent
Other cquipnrcnt
Divcrsion structures
Storage lhcil ities irttprovctncnts
Construction in progress
Salinity prcr.ject
Itul il lc'rs llirt rcscrvoir prrllect
Accurnulatcd deprcciation
-lotal notrcurrenl assets
'fotal asscts
422,463
225,t70
t9.296
3,803
_5 7,803
t.140
t02.9 r6
323.980
3 r.785
3.801
26.t26
,1.4 I 0
729.975 493.020
4t.722
r r6.708
3,0e6.469
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4.105
872
55.000
4,442.t96
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$ 60.i21.714 $ 58,8e6. I 84
" Ihe tcconrpun.,''inu rrotcs trc an intcglal part ol'this statctttcnt,"
I I U NTI NG'I'ON-C1,EV ELA N D I RRICAT ION COIVI PANY
STATEi}IENTS OS T TNITNC!AI, POSITION
AS OF DECEI}TIIER ]I. 2OI3 AND 2OI2
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I-ONC-TERM LIABILITII]S:
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Ienrprlrarily Restrictcd -
Salinit_v Pro.lect
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480.706
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? Ferron Canal & Reservoir CompanyO Affiliated Transactions
I For the Year Ended December 31, 2013oaaa
a Account Descrintion
PacifiCorpReceived PacifiCorpProvided
Services(") Services
$ 612,927 $
133,823
(226.318\
N/A
N/A
N/A
N/A
N/A
o. ffir:,TJ.H:T,Hi'
a Credit receiveda
- rotal
a
O Basis of nricing- ff:';ffil'iT.n*r", overcosts
O Assets allocable to the services
O The overall rate ofreturn on assets
(b)
(b)
None
None
None
rO (a) During the year orded December 31, 2013, PacifiCorp paid $612,927 for the right to obtain 7,000 acre feet of water for the year ended
December 31, 2013. PacifiCorp received a credit of 5226,318 representing PacifiCorp's share of the water rights payment based on its
percentage ownership in Ferron Canal & Reservoir Company.
a O) Under section 501(c)12 ofthe Intemal Revenue Code, Ferron Canal & Reservoir Company operates at costtoaoaaooaaaaaaaaaao
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02t28t14
Gash Basis
FERRON CANAL & RESERVOIR CO.
Profit & Loss
January through December 2013
Jan - Dec '13
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lncome*WATER LEASE
INCOME
REVENUE
Total lncome
Gross Profit
Expense
EQU!PMENT
LEASE
TOOLS
EQUIPMENT. Other
Total EQUIPMENT
GENERAL
BOARDMEMBER
INSURANCE
LEGAL NOTICE
LOAN PAYMENTS
OFFICE SUPPLIES
PAYROLL EXPENSES
PERMITS
POWER
PROFESSIONAL SERVIC...
REGISTRATIONS
REIMBURSEMENT
TELEPHONE
WATER/POP/GROCERIES
GENEML - Other
Total GENERAL
IRRIGATION
REPARS
SUPPLIES
Tota! IRRIGATION
MAINTENANCE
BU!LDING
EQUIPMENT REPAIRS
FUEL
SUPPLIES
MAINTENANCE - Other
Total MAINTENANCE
VEH!CLES
REGISTRATION
Total VEHICLES
Total Expense
Net Income
4,000.00
271,671.05
380,072.33
655,743.38
655,743.38
4,120.00
156.95
252,158.64
256,435.59
930.00
19,599.00
51.60
163,100.00
637.52
132,302.'t4
558.51
1,888.80
6,443.12
170.00
2,471.67
2,103,67
529.24
49,719.75
380,505.02
76,9',t',t.41
32,985.04
109,896.45
2,764.00
25,467.50
18,084.64
6,800.48
473.66
53,590.28
657.75
657.75
801,085.09
-145,U1.71
Page 1
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Cottonwood Creek Consolidated Irrigation Company
Affiliated Transactions
For the Year Ended December 31, 2013
Account Description
Annual assessment fees
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp Received
Services
PacifiCorp Provided
Services
$ 289.153
$_________29J13
N/A
N/A
N/A
N/A
N/A
(a)
(a)
None
None
None
(a) Cottonwood Creek Consolidated lrrigation Company is a not-for-profit entity that operates ar cost.
At December 31, 2013, PacifiCorp's plant-in-service included the following asset related to Cottonwood Creek
Consolidated Irrigation Company: $6,052,845 ($5,826,492 net of accumulated depreciation) for a water supply project
(including allowance for funds used during construction and capital surcharge).
Cottonwood Creek Consolidated lrrigation Company
Balance Sheet
For The Year Ending December 31, 2013
BeginningDescriotion Balance Receipts
Ending
Disbursements Balance
Cash On Hand
Checking - Zions Bank
Checking - Wells Fargo
Money Market - Wells Fargo
Money Market - Zions Bank
Account Receivable
lnvestments (TCD's) Wells
lnvestments (TCD',s) Zions
Short Terms
Wells Fargo
Zions Bank
Property & Equipment
Liabrlities Payable
Loan Utah Water Resources
Totals
1,535.48 28,100.04
87,333.99 2,271,523.95
2,615.24 50,031.60
0.00
28,055.28 1,584.24
2,243,535.27 115,322^67
50,031.60 2,615.24
0.00
449,606.90 9,90s.68
10,475.00
122,577.54 0.00
186,328.51 6,430,963.06
0.00
19,622,948.85
0.01
1,067,048.44 -4,181,83037
6,435.43
10,475.00
122,163.03
611,452.41
18,371 ,377.19
-812,925.67
-3,1't4,781.93
Afi,A77.15
414,51
6,005,839.16
1,251,571.66
812,925.68
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15,285,680.17 fi,873,483.75 4,147,183.54 22,011,980 38
Cottonwood Creek Consolidated lrrigation Gompany
General Ledger Report
Date: ForThe Year Ended 31 December 2013
Beginning
Account Name Balance Receipts Disbursements
Ending
Balance
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General Fund
Mammoth Canal
Clipper & Western Canal
Blue Cut Canal
Prolect Capitalization
O&M Reservoir
0&M lrrigation System
C&W Pipeline Salinity
Adobe Wash Reservoir
Adobe Wash Pipeline
Blue Cut Prgect
Stock Water Pipeline
Backhoe Account
Prolect Water Fund
River Commissioner
Pointer Ditch
Swasey Ditch
Peacock Oitch
Slaughter House Ditch
South Ditch
Stock Corral
Joes Valley
Black Canyon
Fund Adjustment Acct
Totals
213,490.10
4,732.08
15,987.56
9,598.35
740,959.13
44,986.48
3,169.36
22,500.00
1.46
938.46
675.97
212.89
44.10
17s.18
2,85S.65
3,447.03
14,221,906.37
34,596.07
10,849.59
6,848.44
9,563.96
6,824,921 46
109,436.35
18,131.90
108,003.69
1,2/3,251 .81
489,534.91
192,839.35
38,101.19
1 6.35
26,301.00
20,000.00
1,217.69
890.00
35,436.74
7,921.59
7,259.85
7,568.27
123,617.00
109,436.35
16,131 .90
108,003.69
1,273,251 81
489,534,91
'192,839.35
16,116.81
3,185.71
26,301.00
19,148^57
450.00
212,649.43
7,660.08
15,576.15
1 1,594.04
7,442,263.59
0.00
0.00
0.00
0.00
0.00
0.00
66,970,86
0.00
0.00
23,351.43
1,46
938.46
675.97
212.89
44..10
1 75.1 I
3,623.34
4,337.03
14,221,906.37
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III. Loans
The following information on loans to and from affiliates of PacifiCorp includes the
following:
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C.
D.
E.
A.
B.
The month-end amounts outstanding.
The highest amount outstanding during the year, separately for short-term and
long-term loans.
A description of the terms and conditions, including basis for interest rates.
The total amount of interest charged or credited and the weighted-average
interest rate.
Specify the commission order(s) approving the transaction where such
approval is required by law.
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Loan Summary
2013
(a) Refer to the following schedule for the detail ofmonth-end loan amounts outstanding.
(b) Refer to the following schedule for the detail ofinterest charged or credited and the rates ofinterest.
REOUIREMENTS
PACIFIC
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
l.ong-term loans:
(a)
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
Date
Maximum loan to afliliate:
Long-term loans:
Amount
Date
Maximum loan from affiliate:
Short-term loans:
Amount
Date
Maximum loan from affiliate:
Long-term loans:
Amount
Date
$8,808,055
July 1, 2013
N/A
N/A
$32,743,232
May 20,2013
N/A
N/A
C. A description of the terms and
conditions for loans including the
basis for interest rates:
Under the
terms and conditions ofthe
Umbrella Loan Agreement
D. The total amount ofinterest charged or credited and
the weighted average rate ofinterest separately for
short{erm and long-term loans:
Short-term loans:
Interest expense charged
Interest income credited
Long-term loans:
Interest charged or credited
s27,904
$3,506
(b)
N/A
E. Speciff the commission order(s) approving the transaction where such
approval is required by law:Refer to Appendix A
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a IV. Debt Guaranteesao
-
If the parent guarantees any debt of affiliated interests, identify the entities involved,! the nature ofthe debt, the original amount, the highest amount during the year ended
a December 31,2013 and the balance as ofDecember 31,2013.
a PacifiCorp does not guarantee the debt ofits subsidiaries or any ofits affiliates.oaooooa
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V. Other Transactions
Other transactions (utility leasing of affiliate property, affiliate leasing of utility property,
utility purchase of afliliate property, material or supplies and afliliate purchase of utility
property, material or supplies) are as follows:
Other transactions are included in Section II. Transactions.
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VI. Employee Transfers
By affiliate and job title, provide the total number of executive, management and
professionaUtechnical employees transferred to and from the utility. By affiIiate,
provide the total number of other employees transferred to and from the utitity.
Report of PacifiCorp Employee Transfers to Affiliates
During the Year Ended December 31, 2013
Affiliate
Kern River Gas Transmission Company
MidAmerican Energy Company
MidAmerican Energy Company
MidAmerican Energy Company
Total
Job Title
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Director, Wind Operations
Pricing/Structuring Specialist
Senior Engineer
Count
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Report of PacifiCorp Employee Transfers from Affiliates
During the Year Ended December 31, 2013
Affiliate
Kern River Gas Transmission Company
Kern River Gas Transmission Company
MidAmerican Energy Company
MidAmerican Energy Company
Total
Job Title
Senior Environmental Analyst
Vice President and General
Counsel, Pacifi Corp Energy
Procurement, Business Controls
Manager
Journeyman Estimator
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VII. Cost Allocations
A description ofeach intra-company cost allocation procedure and a schedule ofcost amounts,
by account, transferred between regulated and non-regulated segments ofthe company.
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PacifiCorp
Cost Allocation Manual
For the Year Ended December 31, 2013
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') befween MidAmerican Energy Holdings Company C'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:
services by executive, management, professional, technical and clerical employees;
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;
the use of office facilities, including but not limited to office spaceo conference rooms,
fumifure, equipment, machinery, supplies, computers and computer software, insurance
policies and other personal property; and
the use of automobiles, airplanes, other vehicles and equipment.
Allocation Amounts and Methods
MEHC and subsidiaries to PacifiCom
During the year ended December3t,2013, 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:
The amounts were allocated by MEHC and its subsidiaries to PacifiCorp using seven different
formulae during the year ended Decemb er 3l , 2013 . These formulae are as follows:
A two-factor formula based on the labor and assets of each of MEHC's subsidiaries.
Pacif,rCorp's allocation percentage during the year ended December 31,2013 was 43.45Yo.
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, 2013 was 46.36%.
a)
b)
c)
d)
a)
b)
Name of entity
Total services received
as reported in Section II
- Transactions
Amount of services
based on allocations
MidAmerican Energy Holdings Company
MHC Inc.
MidAmerican Energy Company
Kem River Gas Transmission Company
MidAmerican Renewables, LLC
Total
$ 1 1,193,188
421,420
4,723,795
217,795
1.125
$_l5J5t3l3
$ 1,924,378
112,849
2,689,383
1,950
327
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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 31,2013 was 49.88%.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 31,2013 was 53.72%o.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, 2013 was 15,00%.
0 A formula based on the gross plant asset amounts of each of MEHC's subsidiaries. PacifiCorp's
allocation percentage during the year ended December 3 I , 201 3 was 45 .82o/o.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 3l , 2013 was 0.27%o.
PacifiCorp to MEHC and subsidiaries
During the year ended December31,2013, 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:
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Name of entitv
Total services
provided as reported
in Section II -
Transactions
Amount of services
based on allocations
MidAmerican Energy Holdings Company
MidAmerican Energy Company
Midwest Capital Group, Inc.
MEC Construction Services Co.
HomeServices of America, Inc.
Iowa Realty Co., Inc.
Kern River Gas Transmission Company
Northern Natural Gas Company
Northern Powergrid Holdings Company
CalEnergy Philippines
MidAmerican Renewables, LLC
CalEnergy Generation Operating Company
Cordova Energy Company LLC
Pinyon Pines Wind I,LLC
Pinyon Pines Wind II, LLC
Solar Star California XIX, LLC
Solar Star California XX, LLC
Topaz Solar Farms LLC
MidAmerican Transmission, LLC
Electric Transmission Texas, LLC
Electric Transmission America, LLC
MidAmerican Central California Transco, LLC
MEHC Canada, LLC
MEHC Canada Transmission GP Corporation
Metalogic Inspection Services Inc.
Total
$ 3,415,067
1,750,416
936
201
260,300
20,396
176,273
357,164
31,244
I,857
95,044
218,729
7,280
1,505
1,505
29,736
29,735
47,701
1,520,264
28,941
1,703
20,239
89
562,243
46.073
4r,607
725,191
9lt
196
l64,3ll
12,233
71,276
256,265
21,663
1,819
74,535
25,636
7,077
9,262
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The amounts were allocated by PacifiCorp to MEHC and its subsidiaries using seven different
formulae during the year ended December 31,2013. 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 31,2013 was 56.55%.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. The percentage that
PacifiCorp allocated to MEHC and its subsidiaries during the year ended December 31,2013
was 53.64%;o.
c) 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 31,2013 was 50.12o/o.d) The same two-factor formula as c) 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, 2013 was 46.28%o.
e) The same fwo-factor formula as d) above, except excluding the labor and assets of PacifiCorp.
The percentage that PacifiCorp allocated to MEHC and its subsidiaries during the year ended
December 31,2013 was 100%.
0 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 during the year ended December 31,2013 was99.73o/o.g) A formula to allocate regulatory costs to MEHC's subsidiaries based on where the regulatory
employee spent his time. The percentage that PacifiCorp allocated to MEHC and its subsidiaries
during the year ended December 31,2013 was75Yo.
II{IERCOMPANY ADMINISTRATN'E SERVICES AGREEMENT
BETWEEN
MIDAMERICAN ENERGY HOLDINGS COMPAT{Y
AND
TTSSUBSIDIARIES
This lnlercompany Administrative Services Agreement ("Agreemenf) is entered into as of March 31, 2006
by and between MidAmerican Energy Holdings Company (hereinafter the "Company') and its direct and
indkect subsidiaries (hereinafrer the "Subsidiaries') (each a "Party' and togelher the "Parties').
WHEREAS, the Company provides seniol managemenl, execullve oversight and olher administrative
services that provide value to and beneft the Subsidiaries as entities in the consolidaled group;
WHEBEAS, the Subsidiaries have access lo professional, technical and other specialized resources thal
the Company may wish to utilize from time to time in the provision of such administraiive services;and
WHEREAS, the Company and Subsidiaries may desire to utilize the professional, technical and other
special2ed resources of certain Subsidiaries;
NOW, THEREFOBE, in consideration of the premises and mutual agreements set brth herein, the
Company and Subsidiaries agree as follows:
ARTICLE 1. PROVISION OFADMINISTRATIVE SERVICES
Upon and subject to the terms of this Agreement, services will be provided between and among the
Company and ils Subsidhries that are not directly applicable lo the production, distribution or sale of a
product or service available to cuslomers of the Company or ils subsidiaries ('Administrative Services").
For purposes of this Agreement, Administrative Services shall include, bul not be limited to the following:
a) services by executive, management, professional, technil:al and clerbalemployees;
b) financialservices, payroll processing seryices, erployse benefits parlicipation, supply chain and
purchase order processing services, tax and accounting servbes, contract negotiation and
administration services, risk management services, environmental services and engineering and
technical servhes;
c) the use of office facilities, including but not limited to office space, conference looms, furniture,
equipment, machinery, supplies, computers and computer sotware, insurance policies and other
personal property;
d) the use of automobiles, airplanes, other vehicles and equipment;
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To obtain specialized expertise or lo achieve efficiencies, lhe bllowing situalions may ailse under this
Agreement whereby Administrative Services may be provided between and among the Company and its
Subsidiaries:
a) The Conpany may directly assign or allocate comnpn costs to the Subsidiaries,
b) The Conpany may prccure Administrative Services from the Subsidiaries for its own benefit,
c) The Company may plocure Administrative Seruices from the Subsidhries fur subsequenl
allocation to some or allSubsidiaries comrnonly benefiting, or
d) The Subsidiaries may procure Administrative Seruices fom each other.
ARTICLE 2. DEFNITIoNS
For purposes of this Agreement these lerms shall be defined as follows:
(a) 'Laws'shall mean any law, statute, rule, regulation ol ordinance.
(b) -State Commissions' shall mean any state public utility commission or slale public service
commission with jurisdiction over a rate+egulated Party.
(c) 'Subsidiaries" shall mean curlent and fulure direct and indkect majority-owned subsidlaries of the
Company.
ARTICLE 3. EFFECTIVE DATE
Ihis Agreement shall be efhctive as of the date sel forth above;provided, however, that in those jurisdictions in
wtrich regulatory approval is required before the Agreenent becomes efiectiye, the elbctive dale shall be as of
the date of such approval.
ARTTCLE 4. CHARGES AND PAYMEI{T
(a) CHABGES.
Parties shall charge for Administnative Services on the bllowing basis:
(i) Direct Charges: The Party receiving the benefit of Administrative Services ('Hecipient Party') will
be charged fur lhe operating costs incurred by the Pafty providing the Administrative Services
("Providing PaO'), including, but not limited to, allocable salary and wages, incentives, paid
absences, payroll taxes, payroll additives (insurance premiums, health care and retirement
benefrts and lhe like), dhect non-labor costs, if any, and similar expenses, and reimbursement of
out-of-pocket third pady costs and expenses.
(ii) Service Charges: Costs that are impraclical to chatge directly but br which a cosl/beneffi
relationship can be reasonably identified. A practbal allocation method will be established by
Providing Party that allocates lhe cost of this service equitably and consistently to the Recipient
PaO. Any changes in the methodology will be communicated in writing to rate+egulated
subsidiaries at least 180 days before the implementation of the change.
(iii) Allocalions: Costs incurred fur the general benefit of the entire corporale group fur which direct
charging and service charges are not practical. An allocation methodology will be established
and used consistently from year to year. Any changes to the methodology will be communicated
PageZ
in writing to rate-regulated subsidiaries at least 180 days before the implenrentation of the
change.
The charges constilule full compensation to the ProviiCing Party br all charges, cosls and expenses
incurred by the Provirling Pafty on behalf of the Recipient Party in providing the Administralive Services,
unless otherwise specifically agreed to in wriling between the Parties.
lf events or circumstances arise which, in the opinion of the Parties, render lhe costs of providing any
Administrative Services materially different from those charged under a specific rate or formula then in
effect, the specific rate or formulas shall be equitably adjusled to take into account such evenls or changed
circumstances.
Providing Parties will bill each and all Recipienl Pailies, as approprhte, for Administrative Services
rendered under this Agreement in as specific a manner as practicable. To lhe extenl that direct charging
for services rendered is not practicable, the Providing Party may utilize allocation methodologies to assign
charges for services rendered to the Recipient Party, reflective of the drivers of such costs. Such
allocation methodologies may utilize allocation bases thal include, but are not limited to: employee labor,
employee counts, assets, and multi-factor allocation formulae.
Any cost allocation methodology br the assignment of corporate and affiliate cosls wil! comply with the
following principles:
i) For Administrative Services rendered to a rate-reguhted subsidirary of the Cornpany or each
cost calegory subject to allocation to rate-regulated subsidiaries by the Company, the
Company must be able to demonstrate that such service or cost category is reasonable for the
rate-regulated subsidiary for the perbrmance of its regulated operations, is not duplicative of
Administrative Services already being performed within lhe rate+egulated subsidiary, and is
reasonable and prudenl.
The Company and Providing Parties will have in place positive time repofting syslems
adequate to support the allocation and assignment of costs of executives and other relevanl
personnel to Hecipient Pail'tes.
Pailies must maintain records sufficient to specifically identiff costs subject to allocation,
particularly with respecl to their origin. ln addition, the records must be adequately suppofied
in a manner sufficienl to justiil recovery olthe costs in rates of rale-regulated subsirJlaries.
It is the responsibility of rate-regulated Recipient Parties to this Agreement to ensure that costs
which would have been denied recovery in rates had such costs been directly incuned by the
regulated operatbn are appropriately irlentified and segregated in the books of the regulated
operation.
(b)PAYMENT.
(i) Each Providing Party shall billthe Recipient PaO monthly for all chatges pursuant to
this Agreement via billings lo the Company. The Company, in ils capacity as a clearinghouse for
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intercompany charges within the Conpany shall aggregate all charges and billall Recipient Parties in a
single bill. Full payment to or by the Company br all Administrative Services shall be made by the end of
the calendar monlh fullowing the inlercompany charge. Charges shall be supported by reasonable
documentation, which may be maintained in electronic form.
(ii) The Pailies shall make adjustments to charges as required to reflecl the discovery of
errors or omissions or changes in the charges. The Parties shall conduct a true-up process at least
quarlerly and more frequently if necessary to adjust charges based on reconcilhtion of amounts charged
and cosls incurred. lt is the intent of the Pailies lhat such true-up process will be conducted using
substantially the same process, procedures and methods of review as have been in effect prior to
execution of this Agreement by the Parlies.
ARTICLE 5. GENERAL OBLIGATIONS: STANDARD OF CARE
Bate+egulated Parties will conply with allapplicable State and Federal Laws regarding affiliated interesl
transactions, including tinely filing of applications and reports. The Pafiies agree not lo cross-subsidize
between the rate-regulated and non-rate+egulated businesses or between any rate-regulated businesses,
and shall comply with any applicable State Commission Laws and orders, Subject to lhe lerms of this
Agreement, the Pailies shall perform their obligations hereunder in a commercially reasonable manner.
ARTICLE 6. TAXES
Each Party shall bear alltaxes, duties and other similar charges except taxes based upon its gross incorne
(and any related interest and penalties), irnposed as a result of its receipl of Administrative Services under
this Agreement, including without limitation sales, use, and value-added taxes.
ARTICLE 7. ACCOUNIING AND AUDTflNG
Providing Parlies and lhe Company shall rmintain such books and records as are necessary to support the
charges for Administrative Services, in sufftcient detailas may be necessary to enable the Parties to satisff
applicable regulatory requirements (-Recotds"). All Pailies:
(a) shallprovkle access to the Hecords at all reasonable times;
(b) shall maintain the Records in accordance with good record management practices and with at
least the same degree ol completeness, accumcy and care as it maintains for its own records; and
(c) shall maintain its own accounting records, separate lrom the other Party's accounting records.
Subjecl to the provisions of this Agreement, Rscords suppoiling intercompany billings shall be avaihble br
inspection and copying by any qualifed tepresentative or agent of either Palty or its affiliates, at the
expense of the inquiring Party. ln addition, Stale Commission staff or agents may audit lhe accounting
records of Providing Parties that form the basis for charges to rale-regulaled subsidiaries, to determine the
reasonableness of allocation factors used by the Providing Pafi to assign costs to the Recipient Party and
amounts subject to allocation or direct charges. All Parties agree to cooperate fully with such audits.
Page 4
ARTICLE 8. BUDGENNG
ln advance of each budget year, Providing Pailies shall prepare and deliver to the Hecipient Parties, for
their review and approval, a proposed budget br Administralive Services lo be perbrmed during that year.
The . approved schedule of budgeted Administralive Services shall evidence the base level of
Administrative Seruices. The schedule shall be updated at least annually. Each Party shall pronptly notrff
the olher Party in writing of any requested malerial change to the budget cosls br any service being
provided.
ABTICLE 9. COOPERATIOI{ WITH OTHERS
The Parties will use good hith efbrts to cooperate with each other in all matters rehting to lhe provision
and receipt of Administrative Services. Such good faith cooperation will include providing electronic access
in lhe same mannel as provided olher vendors and contraclors to systems used in connection with
Administrative Services and using commercially reasonable efbrts to obtain all consents, licenses,
sublicenses or approvals necessary lo permit each Party to perform its obligations. Each Party shall make
available to the other Paily any inhrmation required or reasonably requested by the other Party regarding
the perbrmance of any Adminislrative Service and shall be responsible for timely providing that information
and for the accuracy and completeness of that information; provftled, however, that a Paily shall not be
liable for not providing any inbrrnation that is subject to a confidentiality obligalion owed by ilto a person or
tegulatory body other than an affiliate of it or the other Party. Either Party shall nol be liable for any
impairmenl of any Adminislrative Service caused by it not receiving information, either timely or at all, or by
it receiving inaccurate or incomplete information from lhe other Party that is required or reasonably
requested regarding that Administrative Service. The Pailies willcooperate with each other in making such
inbrmation available as needed in the event of any and all internal or external audits, utility reguhtory
proceedings, legal actions or dispute resolution. Each Parly shall fully cooperate and coordinate with each
othe/s enployees and contraclors who may be awarded olher work. The Parties shall not commit or permit
any acl, which will inlerfere with the perbrmance of or receipt of Administratiye Services by either Parly's
employees or contraclors.
ARTICLE 10. COMPLIANCE WITH ALL LAWS
Each Party shallbe responsble fur (i) its compliance with all laws and governmental regulations affecting
its business, including but not limited lo, laws and governmental regulations governing federal and state
affiliate lransaclions, workers'compensatbn, health, safety and secudty, and (ii) any use it may make of
the Administrative Services to assist it in complying with such laws and governmental regulations.
ARTICLE 11. LIilTIATION OFLIABILITY
Notwithstanding any other provision of this Agreement and except br (a) rights provided under Article 12 in
conneclion with Third-Pafty Chims, (b) direct or actual damages as a result of a breach of this Agreement,
and (c) liability caused by a Party's negligence or willful misconduct, no Paily nor their respeclive directors,
officers, employees and agenls, will have any liiability to any olher Party, or their respective directors,
officers, enployees and agenls, whether based on contracl, Warranly, tort, strict liability, or any other
theory, for any indirect, incidenlal, consequentia!, special damages, and no Parly, as a result of providing a
Service pursuant to this Agreement, shall be liable to any olher Party for more than the cost of the
Administratlve Service(s) related to the claim or damages.
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ARTICLE 1 2. INDEIIINIFICATION
Each of the Parties will indemniff, defend, and hold harmless each other Party, members of its Board of
Directors, otficers, employees and agents against and from any third-party claims resulting from any
negligence or willfu! misconduct of a Party's employees, agents, representalives or subcontractors of any
tiel, their employees, agents or represenlatives in the perbrmance or nonperformance of its obligations
under this Agreement or in any way related to this Agreement. lf a Thhd-Party claim arising out of or in
connection wilh this Agreemenl results from negligence of multiple Pailies (including their employees,
agents, suppliers and subcontractors), each Paily wil! bear liability with respect to the Third-Party Claim in
proportion to its own negligence.
ARTICLE 13. DISPUTE RESOLUTION
The Parties shall promptly resolve any conflicts arising under this Agreement and such resolution shall be
final. lf applicable, adjustments to the charges will be made as required to reflect lhe discovery of erors or
omissions in the charges. lf the Pailies are unable to resolve arry service, perbrmance or budget bsues or if
there is a mateflal breach of this Agreement that has not been conected within ninety (90)days, representatives
of he afbcted Parties wlll ncet pronptty to review and resolve those issues in good faith.
ARTICLE 14. TERi'INATION FOR CONVENIENCE
A Paily may lerminate its participation in this Agreenent either with respect to all, or with respect to any
one or more, of the Adminislrative Services provided hereunder al any time and from time lo lime, for any
reason or no reason, by giving nolice of termination at least sDry (60) days in advance of the effective date
of lhe termination to enable the other Paily to adjust its available staffing and facilities. ln the event of any
termination with respect to one or more, but less than all, Administrative Seruices, this Agreement shall
continue in full brce and effect with respect to any Administrative Servbes nol terminated hereby. lf this
Agreement is terminated in whole or in part, the Parties will cooperale in good faith with each other in all
reasonable respects in order to efiect an efficient tmnsition and to minimize the disruption to the business
of all Pafties, including the assignment or transfer of lhe rights and obligations under any contracts.
Transitional assistance service shall include organizing and delivering records and documents necessary
to allow continuation of the Administrative Services, including delivering such materials in electronic forms
and versions as reasonably requested by the PaO.
ARTICLE 1 5. CONFIDENflIIL INFORMATION'}.IONDISCLOSURE
To the fullest extent allowed by law, the provision of any Administrative Service or reimbursement for any
Administrative Service provided pursuant to this Agreement shall not operate to impair or waive any
prlvilege available to either Party in connection with the Administrative Service, its provision or
reimbu rserne nt for th e Admin istratlve Service.
All Parties will maintain in confidence Confidential lnbrmation provided to each olher in connection with this
Agreenrent and will use lhe Confidential lnformalion solely for the purpose of carrying out its obligations
under this Agreemenl. The term Confdential lnbrmation rnans any oral or wdtten inbrmalion, (including
wi[rout limitation, computer progralrs, crode, macros or instructbns) which is made avaihble to the Conpany, its
Page 6
SubsirJhries or one of its representatives, regardless of fre ranner in which such inbrmation is fum'shed.
Confidenlial lnbrmation also includes the bllowing:
a. All lnlormation regarding the Administrative Services, including, but not limited lo, price, costs,
methods of operation and sotware, shallbe maintained in confdence.
b. Systems used to perform the Administrative Services provided hereunder are confidential and
propiletary to the Conpany, its Subsitliaries or lhird parties. Both Pailies shalltreat these systems and all
related procedures and docurnenhtion as confidential and proprietary to the Company, its Subsidiaries or
its third party vendors.
c. All syslems, procedures and related materials provided to either Party are br its internal use
only and only as related to the Administrative Services or any of the underlying systems used to provide
the Administrative Se rvices,
Notwittstanding anything in thls Article 15 to the c-ontrary, the term'Conftenlial lnformafton'does nol include
any intormation whbh (i) at the time of disclosure is genenalty available to and known by he public (other than as
a result of an unpemitted disclosure made directly or indirectly by a Paily), (ii) was avaihble to a Party on a non-
confdential basis from anolher source (provUed that such source is not or was not bound by a confidenliality
agreement wih a Party or had any olher duty of confdenliality to a Party), or (iii) has been independently
acquired or developed wlthout vbhting any of the obligtiorc under this Agreenent.
The Parties shall use good taith efuils at the termination or expiratbn of tris Agreennnt to ensure that all user
access and passwods are cancelled.
All Gonfdential lnbrmation supplied or developed by a Party shall be and remain the sole and exclusive
property of lhe Party who supplied or developed it.
ARTICLE T6. PERMTTTED D]SCLOSURE
Notwithstanding provisions of this Agreement to the contrary, each Pafiy may disclose Confidential
lnformation (i) to lhe extent required by a Stale Commission, a court of compelent jurisdiction or olher
governmentalauthority or othenrise as required by law, including without limitation disclosure obligations
imposed under lhe federal securities laws, provided that such Pafly has given the other Party prior notice
of such requirement when legally permissible to permit the olher Party to lake such legal action to prevent
the disclosure as it deems reasonable, appropriate or necessary, or (ii)on a *need-to-know" basis under
an obligalion of confidentiality to its consultanls, legal counsel, affiliates, accountants, banks and olher
financing sources and theh advisors.
ARTICLE 17. SUBCONTHACTORS
To the extent provided herein, the Pailies shall be fully responsible br the acts or omissions of any
subcontractors of any tier and of allpersons employed by such subcontraclors and shallmaintain complete
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control over all such subconlraclors. lt being understood and agreed that not anything conlained herein
shall be deemed to create any contractual relation between the subcontractor of any tier and the Parties.
ARTICLE 1S. NONWAIVER
The failure of a Party to insist upon oI enforce strict perbrmance of any of the terms of this Agreement or to
exercise any rights herein shall not be construed as a waiver or relinquishment to any extent of its right to
enforce such terms or rights on any future occasion.
ARTICLE 19. SEVERABLTY
Any provision of this Agreement prohibited or rendered unenforceable by operation of law shall be
ineffective only to the extent of such prohibition or unenforceability without invalidaling the remaining
provisions of this Agreemenl.
ARTICLE 20. ENTIRE AGREEI'ENflDOCUMENTS INCORPORATED BY REFERENCE
All understandings, represenlations, warranties, agreements and any referenced altachments, if any,
existing between the Pailies regatding the subject maner hereof are merged inlo this Agreemenl, which
fully and complelely express the agreement of the Parties with respect to the subject matter hereof.
ARTICLE 21, OT}IER AGREEMENTS
This Agreement does not address or goveln the Parties' relationship involving: (a) the tax allocation
agreenrenl nor (b) any other relalionships nol specifically identifted herein. All such relationships nol
addressed or governed by this Agreement will be governed and conlrolled by a separate agreement or
lariff specifcally addressing ard governing those relalionships or by applicable Laws or orders,
This Agreenent has been duly execubd on behalf of fie Parlies a bllols:
TDAIERICAI{ EIIERGY HOI.fl]{GS COTPA]IY
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WWPatrick J. Gooduan
ItilBl Sr.-Vlce President &
Chlef Financial Offlcer
ppuy HoLDtl{GS Lrc _---------\ t(RHo.DlltG, LLc,*" ,, fu
Brlan K. Hankel
Tifrg: Vice PresLdent & Treasurer
CE ELEGTRIC UK FT,}It,IilG GOTIPAI{YWWLPatrick J. Goodman
Ttte: Pirector
Brlan K. Hankel
Titre: Vice PresLdent &
Patrick J. Goodman
Tilg: Vfc" Presldent & Treasrrrer
Brian K. Hankel
Ti0€l Vlce President & Treasurer
Brian K. Hankel
Tillg vtce Presldent & Treasurer
loilE sERUtcEs oF ArERtcA r{c.CE CASCilAN WATER AI{D EilERGY OOPAI|Y,
Thomas B. Specketer
Titlg: Vice President & Controller
Page 9
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I?- tnrEnooltpAt{yuuruALAssrsrA}rcE AGREEUENT
-- By AND BETWEEN THE RATE-REGULATED SUBSTDTAHTES OF
- ilrDAntERrcAN ENERGv HoLDTNGS coupANy
aa
a This lntercornpany.MutualAssistance Agreement (]Agreement) is e-ntered intglV and between the rate-- ffrllffie;tJ[tfllffi:fr.hs of MidAmerican Energy Holdinss cornpany ('compan/') (eact a "Partt''
o
- WHEHEAS, eaffi of the Parties provides public r.tility services subject to the oversight of regulatuy
: auilrorities, suc'h as a shte public utility commission and/or the Federal Energy Hegulatory Gommissiont (,FER0):a: WHEHEAS, a Party rnay from time to tlme requlre mutual ald or assistance from another Party, which mayf involve he prorrision of goods, services and/or specialized resouroes fu temporary emergency puposes,
a or the emergency ifierchange of equipment or goods by one Party to the other, as long as provided without
a detrlment to the providing Pafi's public utility obligations ("mutual assistance'); and
I
? WHEREAS, as nate+egulated public utilities, the Panies have obligations to provide reasonably adequate
- . public utility service, and from tirne to time may be able to assist one anoher in providing mutual
O assistance;and
I WHEREAS, the Pafiies are some of the signatodes of the lntercompany Administrative Services
- Agreement ("|ASA) by and betwe€n Cornpany and its Subsidiades, whlch permits the sharing of
tr professional, tedrnical and olher specialized resour@s and wish to enter inlo an agreement that will allow7 mutualassistance m similarterms;andI
- WHEBEAS, in order to minimi2e any potential for cross-subsidization or affiliate abuse and ensure: appropriate oversight plticipatbn under this Agreement is limited to Rate-Hegulated Subsidiaries of fte
? company.a
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in oonsideration of the premises and mutual agreements set forh hsrein, fie Parties
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aIaaoaART]GLE T, PROVISON OF,UImJAI ASSI-S.TANCE
Upon and subject to the terns of this Agreement, one Parly (?roviding Party') may provide mutual
assistance to anoflmr Party ('Hecipient Patt/).
Availability and provision of mutual assistance shall be governed by an applicable mutual aid agreement,
which may be the Edison Eleciric lnslitute Mutual Aid Agreemefi, the Western Hegion Mutual Assistance
Agreemen( or suclt other agreement as may be aslomarily used in the region where the mutual
assistance is to be provided, except for reimbursement of costs, wtrich shall be govemed by Artide 4 of tris
Agreement,
The Parties recognize that there may be several phases of mutual assislanoe activig, including pre'
notification of a potential need for assistane, a rEuest for information related to fre costs and availability
of mutual assistance, and ac'tua! mobitization. On[ aaud mobilization is considered the provision of mutual
assistance.
ARTICLE Z DEFINITIONS
For purposes of this Agreement hese tenns shall be defmed as follows:
(a) Aaws' shall mean any law, statute, rule, regulation or ordinanoe of any go/emrnental authority,
which may be without limitation a federal agency, a state or a govemmental subdivision.
(b) Bate-Begulated Subsidiarf shall mean a subsidiary of the Company ('subsidiarf) that is
regutated by ore or rnore State Commissions and/or FEBC, in the subsidiary/s capacity of
provlding regulated public utilig servies.
(c) 'State Commissionso shall mean any state public utility commission or state public service
commission wih utility reguhtory jufisdictlon over a Bate-Reguhted Subsidiary.
ARNCLE 3. EFFECTIVE DATE
This Agreement shall be eflective as of the date ol exeadion; provided, however, trat in flrcse jurisdictions
in which regulatory approval is required before fie Agreement becomes efieclive, the etfsc{ive date shall
be as of the date of sudr approval.
ARnCLE 4. CHARGES ANp PAYUEiIT
The Partles recognize $at charges for nnutual aesistance will begin when a request lor nnobllization of
assistanco is submitted to the Provldirc Patty bythe Recipient Party. Costs assmhted with pr+notification
ol a potenlial need or gathering of lnformation associated with a request for mutual assistance will not be
charged to the Recipient Party.
Prwlding Parties shall trilt Recplent Parlies, as appropriate, for mutual asslstance rcndered under thb
Agreement in as specific a manner as practicable.
Payments for mutul assistance $all be goremed by an applicable mutualakl agreement, vyhidr may be the
Edison Electric lnstitute MutualAid Agreemeil, fie Western Region MutualAssishnoe Agreement, orsuci
olher agreemenl as may be custcrnarily used in the region ulhere he mutual assistance is to be prcvkled.
ln the event that the mutual assishnce consists only ol ihe interdange of a good in an emorgenry
circumstance, the Recipient Party shall reimburse the Providing Party the replacement cost of the
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translerrd good. Any associated services shall be reimbursed by the Recipient PaO as a dkect cfiarge,
service charge orallocation as applicable pursmntto the IASA.
ARTICLE 5, STANDARDOFCARE
The Parties shall comply with all applicable Laws regarding afliliated interest transactions, including timely
iiling of reguhiory filings and reports. The Parties agree not to cross-subsilize and shall compty with all
applicable Laws and orders issued by State Commissions or FERC. Subjecl to the terms ol this
Agreement, fre Parties shall perlorn heirobligations hereunderin a commercially reasonable manner.
ARTICLE 6. TAXES
Each Pafiy shall har alltaxes, dutles and otrer slmilar ctuges, exoept taxes based upon its gross income
(and any related interest and penalties), imposed as a result of its receipt of mutual assistance under this
Agreement, lrcluding without limitation sales, use and value-added taxes.
ABTICLE 7. ACCOUI{IING A}IDAUDMNG
Providing Parlies shall maintain such books and records as are necsssary to support the charges for
mutual assisianoe, in sufiicient detail as may be necessary to enable the Parties to satisfy applicable
regulatory requirements (Hecords'), All Parlies:
(a) Shall provide access to the Reords at all rsasonabls times;
(b) $hall maintain the Records in accordance with good record rnanagement practices and with at least
the same degree of oomplateness, accuracy and care as it maintalns for its own records; and
(c) Shall maintain its own accounting reocrds, separate irom ihe other Pfiies'acoounting reoords.
SubJecl to the provisions of this Agneement, BecorG supporting mutual asslstance billings shall be
available for inspection and copying by any qualified representative or agent ol a Party, at the expense of
the inquiring Party. ln addition, FEHC or Shte Commissions slaff or agents may audit the aocounting
recorG of Providing Pailies hat form the basis lor darges to Rate-Regulated Subsidiaries. All Parties
agree to coopenate fully with such audits.
ARTICLE 8, COOPERATI.ON WITH OTHERS
The Pariles shall use good faith efforls lo cooperate with each other in all matters related to the provision
and receipt of mutual assistance, Such good faith cooperation ryill include providing eledronic access in the
sams manner as provided other vendors and contaclors to slstems used in connection wih rnutual
assi$ance and using commercially reasonable etforts to obtain all oonsents, licenses, sublicenses or
apprwals neoessary to permit ea$ Pafly to perform its obligations.
Each Pafty shall make available to another Party any inlormation required or reasonably requested by the
Pafi rehted to ttu provision ol mutual assistanoe and shall be responsible for timely prodsion of said
inlormation and for the acarracy and completeness ol the informalion; prwided, hovever, that a Party shall
not be liable lor not prwiding any information tut is subjed to a conlidentiality obligation or a regulatuy
obligation not to disclose or be a conduit of inlormatim oryned by it to a psftion or regulatory body other
than the other Party,
The Partien shall cooperate with eadt dher in making such infomation available as needed in the event ol
any and all intemalor extemal audits, State Commissions or FERC regulatory proceedings, legal actions,
or dispute resolulion.
Page 3
Eadt Party shall lully cooperate and coordirnate with eafr othe/s employees and contrac{ors in the
performance or provision ol mutual assistance, The Parties $all not oommit or permit any act that will
interfere wfth the perfonnance or receipt of mutual assishnce by any Pailt's empbyees or contrac-tors.
ARTTCLE 9. ColrPUAt{CE.rUlrH Alr LAWS
Each Pany sMll be respottsible for (a) its oompliance with all Laws aflecting its business, including, but not
limited to, laws and governmental regulatlons governhg federal and state afliliate transadions, workers'
cunpensatkm, healfr, salety and serudty; (b) any use il may make of the mutual assistance to assisi lt in
ffinplyng wiilr snch laws and govemmental regulations; and (c) c-ompliance with FEHCs Slandards ol
Conduct, Market-Based Rate Affiliate Bestrictions, and any compariable restrictions imposed by FEHC or
State Commissions,
ARTIGLE 10. Lll,llTATlON OFUABLIY
Notwihstanding any other provision ol ttis Agreement and except for (a) rights provlded under Artide 11 in
connection with Third-Party Claims; (b) direct or actual damages as a result ol a brcach of his Agreement;
and (c) liability caused by a Partt's negligence or willful misconduc't, no Parly, nor its respec'tive directors,
officers, ernployees and agents, will have any liability to any other Parly, nor iis respectiue directors,
olficers, employees and agents, whelher based on conlrad, wananty, toil, strict liability or any other theory,
for any indirect, incidental, oonsequential or special damages, and no Pafty, as a result oi providing mutual
asisiancs purunnt to this Agreement, shall be liable to any other Party for more than the cost of the
rnulual assistance related to the claim or damages.
ARTTCLE 11. INpEMNTFICATIoN
Each ol the Pariies will indemnity, defend and hold harmless each other Party, members of its Board of
Drectors, officers, employees and agents against and from any Third-Pafi Claims resulting lrom any
negligence or wilHul misconduct of a Partt's employees, agents, representatives or subcontrac'tors of any
tier, lhek employees, agents or representatives in the perlorman€ or nonparformance of its obligations
under this Agreernnt or in any way related to dris Agreemenl. ll a Thirdfarty Claim ailsing out of or in
conneclion utith tris Agreement results lrom the negligence ol multiple Panies, including their employees,
agents, suppliers and s$conltac,lors, each Party will bear liability with respect to ilrc Third-Parly Claim in
prcponion to its own negligence.
ARTIGLE {2. DISPUTE BESOLUTION
The Pafties shall prompily resolve any conllicts arislng under this Agreement and sudr resolution shall be
final. lf applicabh, adjustments to he charges will be rnade as requhed to reflect the dismvery ol enors or
omissims h the charges. lf the Parties are unable io resolye any service, peilormance or budgel issues or
if there is a materhl breach of this Agreement thal has not been conec{ed wilhin ninety (90) days,
representatives of he affected Parties will meet promptly to review and resolve trose issues in good faith.
ARTICLE 13. TERIIIIINATION FOR CONVENIENCE
A Pafi mayterminate its participation in hisAgreement eiherwitr respecttoall, orpart, olfte mutual
assistanoe prwiljed hereunder al any time and from lirne to time, ior any reason or no reason, by giving
notice ol terminalion to the other party as soon as reasonably possible.
Page 4
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ARTICLE 14. CONFIDENTIAL INFOBMATION'NONDISCLOSUBE
Io the fullest extent alloiled by law, the provision of mutual assistance or reimbursoment for mutual
assistance provided pursuant to ihis Agreement shall not operate to impair or waive any pdvilege available
to any Party in connec'tion with the mutual assistanc€, its provision or reimbursemsnt hereof,
The Parties shall handle all infonnation exfianged in lhe course of performing muilal assistance in
acgordance with requirements for documenting and handling critical infrastructure information as delined by
the North Amefican Ebclric Heliability Corporation Critical lnfrastructure Protec'lion Standards and will
further comply with non{isclosure requkements o, olher appllcaHe regulations.
The Parties shall use good faith efforts at the termination or expiration of ttis Agreement to ensure that any
user access and passvords related to this Agreement are terminated.
ARTICLE 15. PERHmED DISCLOSURE
Noturithstanding provisions ol ihis Agreement to the contrary, ead Party may disclose confidentlal
information:
(a) To the extont required by State Commissions, FERC, a court ol competent jurisdiction or other
govemmental authuity or othenrise as required by Laws, including without llmitation disdosure
obligations imposed under federal securities laws, provided that sudt Parly has given the other
Party prior notioe of such requirement when legally permissible to permit the ottrer Party to iake
such legalaction to prercntfie disclosure as it deems reasonable, apprOpriate or necessary; or
(b) On a "need-teknow' basb under an obligat'nn of confldentlality to ib @nsulbnts, legal cornsel,
affilhtes, accountants, banks and olherfinancing sources and heir advisors,
ARTIGLE16. SUBCONIBACTORS
To tre extent provided herein, $e Padies shall be fulty responshle for fie ac{s or omissions of any
subconlnctols ol any t'rer and of all persons employed by such subcontactorc and shall maintain complete
control oyer all such subcontactors, it being understood and agreed that anything not cpntahed herein
shall not be deemed lo create any clnfac'tual rehtion between the subcontractor ol any tier and he
Pailies.
ARNCLE 17. NO}IWAIVER
The failure ol a Party to insbt upon or enforce strict performancp of any of the terms of ilris Agreement or to
sxercise any rights herein shall nd be construed as a waiver or relinquishment to anyefient ol its right to
enlorce such terms or dghls on any future occasion.
ARTICLE 18. SEVEBABILI.TY
Any provision ol ttris Agreement prohibited or rendered unenforceable by operation ol law shall be
ineffedive only to the extent ol sudr prohibition or unenforceability without invaiidating fie remaining
provisions o[ this Agreement.
ARTIGLE le. Et{ilnE AgnEEifENT/IDcUMEt'tTS UICORPORATEq BY REFERENCE
All undershndings, representations, wananties, aoreements and relerenced attachrnents, if any, existing
between the Parties regarding the subject matter hereof are merged into this Agreement, which fulty and
completelyexpress fte agreement of the Parties wih respect to the subiect matter hereof.
This Agreement has been duly executed m behalf of fie Parties as follows:
Page 5
- _ KERN BIVER GASTHA}ISHISSIO}I COIIPANY-
Name:
Dats:
NORT}IERN NATUBAL GAS COMPANY
l{ame:
Date:
Date: ELruorn t5. )oll
Title: <\lP 9. C fo
Name: Dn,,rto. K. fltlre.
Dare: ellr/ rr
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'Hfle:-
Nante:
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KERN RIVER GAS TRANSMISSION COMPANY
By:
Date: frLe*arq l5 2oll
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PACIFICOHP
Page 6
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Appendix A
December 31, 2013 Afliliated Interest Report
Oregon Public Utitity Commission orders approving transactions with affiliates
Affiliate Order No.Docket No.Date Approved
BNSF Railway Company 07-323
l0-090
l0-089
09-504
t2-348
ut269
UT292
U[293
UI288
Ul325
Iuly 27,2007
March I l, 2010
March 11, 2010
December 28,2009
September 13,2012
National Indemnity Company t3-322 UI 339 September 3,2013
Marmon Utility LLC (a Marmon Holdings, Inc.
company)
ll-189
I l-l9l
I l-200
UI3O8
UI3O9
UI3II
June l6,20ll
June 16, 201 I
Jlune22,20ll
The Kerite Company (a Marmon Holdings, Inc.
company)
10409 UI3O3 October 18,2010
Marmon/Keystone Corporation t2-143 UI3I9 Apil24,2012
Wells Fargo Home Equity 08-165 UT277 March 12, 2008
Wells Fargo Securities, LLC 11423
t2-142
t2457
r 3-283
13-371
UI3I5
UI318
UI328
UI336
UI34O
October 26,2011
April24,2012
November 26,2012
August 6,2013
October 16,2013
International Business Machines Corporation t2-227
t2-228
l2-385
l3-100
13486
13487
t4-052
ur32t
ut322
ur327
UI33O
UI34I
ur342
UT344
Iune 19,2012
Jvre 19,2012
October 9,2012
March26,2013
December 19,2013
December 19,2013
February 18,2014
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Affiliate Order No.Docket No.Date Approved
American Express Travel Related Services
Company, Inc.
t4-144 ur346 April 30, 2014
MidAmerican Energy Holdings Company 06-305 ut249 June 19,2006
MidAmerican Funding, LLC 06-305 UT249 June 19, 2006
MHC Inc.06-305 U[249 June 19,2006
MidAmerican Energy Company 06-305
I 1-190
I l-400
ut249
UI3IO
UI316
June 19,2006
June 16, 201 I
October 6,2011
Midwest Capital Group, Inc.06-305 U[249 June 19,2006
MEC Construction Services Co.06-305 u[249 June 19,2006
HomeServices of America, Inc.I l-053
08- l 65
06-305
UI3O4
U[277
ut249
February ll,20ll
March 12, 2008
June 19,2006
Iowa Realty Co., Inc.06-305 ut249 June 19,2006
Kern River Gas Transmission Company 09-503
06-683
06-305
I1400
ur 2s5 (l)
UI255
U[249
UI316
December 28,2009
December 26,2006
June 19,2006
October 6,2011
MidAmerican Energy Holdings Company Insurance
Services Ltd.
06498 ut253 August 24,2006
Northern Natural Gas Company 1 l-400
06-305
UI316
u[249
October 6,2011
June 19,2006
Northern Powergrid Holdings Company (formerly
CE Electric UK Funding Company)
06-30s ut249 June 19,2006
CalEnergy Philippines 06-305 UT249 June 19, 2006
MidAmerican Renewables, LLC 06-305 U[249 June 19,2006
Bishop Hill Interconnection LLC 06-305 ut249 June 19,2006
CalEnergy Generafion Operating Company 06-305 ut249 June 19,2006
Affiliate Order No.Docket No.Date Approved
Cordova Energy Company LLC 06-30s Ul249 June 19,2006
Pinyon Pines Wind I,LLC 06-305 ut249 June 19,2006
Pinyon Pines Wind II, LLC 06-305 ut249 June 19,2006
Solar Star California XIX, LLC 06-305 ut249 June 19,2006
Solar Star California XX, LLC 06-305 ut249 June 19,2006
Topaz Solar Farms, LLC 06-305 ut249 June 19,2006
MidAmerican Transmission, LLC 06-305 UT249 June 19,2006
Electric Transmission America, LLC 06-305 ut 249 June 19,2006
Electric Transmission Texas, LLC 06-305 u[249 June 19,2006
MidAmerican Cenfral California Transco LLC 06-305 ut249 June 19, 2006
Midwest Power Transmission Iowa, LLC 06-305 ut249 June 19,2006
Midwest Power Transmission Illinois, LLC 06-305 ur 249 June 19,2006
MEHC Canada, LLC 06-305 U[249 June 19,2006
MEHC Canada Transmission GP Corporation 06-305 UT249 June 19,2006
Metalogic Inspection Services Inc.06-305 ut249 June 19,2006
MEHC Investment, Inc.06-30s uI249 June 19,2006
M&M Ranch Acquisition Company, LLC 06-30s ut249 June 19,2006
Racom Corporation tt-276 UI313 July 29,2011
PPW Holdings LLC 06-305 ur249 June 19,2006
PacifiCorp Foundation 04-028 U]223 January 15,2004
Energy West Mining Company 9 r -513 UI 105 April 12,1991
Interwest Mining Company 09-261 UI286 JuJy 7,2009
Fossil Rock Fuels, LLC 11482 UI 317 December 6,2011
Pacific Minerals, Inc. (Umbrella Loan Agreement)06-353 ur l (rl)July 7,2006
Bridger Coal Company 01472 UI r89 June 12,2001
Trapper Mining Inc.94-r550 UI 140 October 12,1994
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Affiliate Order No.Docket No.Date Approved
Huntington Cleveland Irrigation Company I 0-353 UI3OO September 10, 2010
Ferron Canal & Reservoir Company l0-345 UI30I September 2,2010
Cottonwood Creek Consolidated Irrigation
Company
tt-332 UI3I2 August 26,2011
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