HomeMy WebLinkAbout20170531Affiliated Interest Report 2016.pdf 1407 West North Temple, Suite 310
Salt Lake City, Utah 84116
May 31, 2017
VIA OVERNIGHT DELIVERY
Diane Hanian
Commission Secretary
Idaho Public Utilities Commission
472 West Washington Street
Boise, ID 83720-5983
RE: CASE NO. PAC-E-05-08
AFFILIATED INTEREST REPORT FOR CALENDAR YEAR 2016
Dear Ms. Hanian,
In accordance with Berkshire Hathaway Energy Holdings Company’s Transaction Commitment
#8 approved in Case No. PAC-E-05-08, enclosed for filing is two (2) copies of PacifiCorp’s
(d.b.a. Rocky Mountain Power) calendar year 2016 Affiliated Interest report. An electronic copy
of the report is provided on the enclosed CD for your convenience.
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 (801) 220-2963.
Sincerely,
Jeffrey K. Larsen
Vice President, Regulation & Government Affairs
Enclosures
cc w/o enclosure: Service List in Case No. PAC-E-05-08
I hereby certify that on May 31, 2017, 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 2016 (Commitment #8) in Case
No. PAC-E-05-08.
Douglas L. Anderson
EVP, General Counsel & Corporate Sec
Berkshire Hathaway Energy
1111 S. 103rd Street
Omaha, NE 68124
danderson@midamerican.com
R. Scott Pasley
Assistant General Counsel
J.R. Simplot Company
P.O. Box 27
Boise, ID 83702
spasley@simplot.com
Eric L. Olsen
Racine, Olson, Nye, Budge & Bailey, Chartered
201 E. Center
P.O. Box 1391
Pocatello, ID 83204-1391
elo@racinelaw.net
James R. Smith
Monsanto Company
Highway 34 North
P.O. Box 816
Soda Springs, ID 83726
jim.r.smith@monsanto.com
Lisa Nordstrom
Gregory Said
Idaho Power Company
P.O. Box 70
Boise, ID 83707
lnordstrom@idahopower.com; gsaid@idahopower.com
David Hawk
Director, Energy Natural Resources
J.R. Simplot Company
P.O. Box 27
Boise, ID 83702
dhawk@simplot.com
Brad M. Purdy
Attorney at Law
2019 N. 17th Street
Boise, ID 83702
bmpurdy@hotmail.com
Katie Iverson
Brubaker & Associates
17244 W. Cordova Court
Surprise, AZ 85387
kiverson@consultbai.com
Alan Herzfeld
Herzfeld & Piotrowski LLP
713 W. Franklin
P.O. Box 2864
Boise, ID 83701
aherzfeld@hpllp.net
Terri Carlock
Accounting Supervisor
Idaho Public Utilities Commission
472 W. Washington
P.O. Box 83720
Boise, ID 83720-0074
terri.carlock@puc.idaho.gov
Randall C. Budge
Racine, Olson, Nye, Budge & Bailey, Chartered
201 E. Center
P.O. Box 1391
Pocatello, ID 83204-1391
rcb@racinelaw.net
Anthony Yankel
29814 Lake Road
Bay Village, OH 44140
tony@yankel.net
Arthur F. Sandack, Esq.
8 E. Broadway, Suite 510
Salt Lake City, UT 84111
asandack@msn.com
Jennifer Angell
Supervisor, Regulatory Operations
PacifiCorp
Affiliated Interest Report
For the year ended December 31, 2016
Table of Contents
I. Organization
I. A. Officers and Directors
1. PacifiCorp Board of Directors and Committees of the
Board of Directors
2. PacifiCorp Executive Officers
3. PacifiCorp Executive Officers and Directors with
Affiliated Positions
I. B. Changes in Ownership
I. C. Affiliate Descriptions
I. D. Financial Statements
II. Transactions
III. Loans
IV. Debt Guarantees
V. Other Transactions
VI. Employee Transfers
VII. Cost Allocations
Intercompany Administrative Services Agreement
Intercompany Mutual Assistance Agreement
Appendix A – Oregon Public Utility Commission orders approving
transactions with affiliates
I. ORGANIZATION
PacifiCorp is a United States regulated electric utility company headquartered in Oregon that serves
1.8 million retail electric customers in portions of Utah, Oregon, Wyoming, Washington, Idaho and
California. PacifiCorp is principally engaged in the business of generating, transmitting, distributing and
selling electricity. PacifiCorp's combined service territory covers approximately 143,000 square miles and
includes diverse regional economies across six states. No single segment of the economy dominates the
service territory, which helps mitigate PacifiCorp's exposure to economic fluctuations. In the eastern
portion of the service territory, consisting of Utah, Wyoming and southeastern Idaho, the principal
industries are manufacturing, mining or extraction of natural resources, agriculture, technology, recreation
and government. In the western portion of the service territory, consisting of Oregon, southern Washington
and northern California, the principal industries are agriculture, manufacturing, forest products, food
processing, technology, government and primary metals. In addition to retail sales, PacifiCorp buys and
sells electricity on the wholesale market with other utilities, energy marketing companies, financial
institutions and other market participants to balance and optimize the economic benefits of electricity
generation, retail customer loads and existing wholesale transactions.
PacifiCorp's principal executive offices are located at 825 N.E. Multnomah Street, Portland, Oregon 97232,
and its telephone number is (503) 813-5258. 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.
Certain PacifiCorp 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 is an indirect wholly owned subsidiary of Berkshire Hathaway Energy Company (“BHE”), a
holding company that owns subsidiaries principally engaged in energy businesses and is a consolidated
subsidiary of Berkshire Hathaway Inc. (“Berkshire Hathaway”). BHE controls substantially all of
PacifiCorp's voting securities, which include both common and preferred stock.
The following pages provide organization charts of PacifiCorp’s and BHE’s subsidiaries. See section I.C.
Affiliate Descriptions for discussion of affiliates with which PacifiCorp did business during the year ended
December 31, 2016, including Berkshire Hathaway affiliates.
1
Subsidiaries of PacifiCorp as of December 31, 2016
Name of Subsidiary
Approximate
Percentage of Voting
Securities Owned
State of Jurisdiction
of Incorporation or
Organization
Energy West Mining Company (a)100%Utah
Fossil Rock Fuels, LLC 100%Delaware
Glenrock Coal Company (b)100%Wyoming
Interwest Mining Company 100%Oregon
Pacific Minerals, Inc.(c)100%Wyoming
- Bridger Coal Company, a joint venture (d)66.67%Wyoming
Trapper Mining Inc.(e)21.40%Delaware
(a) Energy West Mining Company ceased mining operations in 2015.
(b) Glenrock Coal Company ceased mining operations in 1999.
(c) Pacific Minerals, Inc. is a wholly owned subsidiary of PacifiCorp that holds a 66.67% ownership interest in Bridger Coal
Company.
(d) Bridger Coal Company is a coal mining joint venture with Idaho Energy Resources Company, a subsidiary of Idaho Power
Company, and is jointly controlled by Pacific Minerals, Inc. and Idaho Energy Resources Company.
(e) PacifiCorp is a minority owner in Trapper Mining Inc., a cooperative. The members are Salt River Project Agricultural
Improvement and Power District (32.10%), Tri-State Generation and Transmission Association, Inc. (26.57%), PacifiCorp
(21.40%) and Platte River Power Authority (19.93%).
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Information regarding directors and officers common to the regulated utility and affiliated interest
are described in these categories:
1. PacifiCorp board of directors and committees of the board of directors during the year ended
December 31, 2016
2. PacifiCorp executive officers during the year ended December 31, 2016
3. PacifiCorp executive officers and directors with affiliated positions as of December 31, 2016
The positions listed for the directors and executive officers in each of these sections are those positions that
were held as of or during the year ended December 31, 2016, as indicated. Changes that occurred
subsequent to December 31, 2016 (if any) are annotated.
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6
3. PacifiCorp Executive Officers and Directors with Affiliated Positions as of December 31, 2016
Abel, Gregory E.
Business Entity Title
AltaLink Management Ltd.Director
Berkshire Hathaway Energy Company Chairman, President & Chief Executive Officer
Berkshire Hathaway Energy Company Director
CE Casecnan Ltd.Chairman, President & Chief Executive Officer
CE Casecnan Ltd.Director
The Kraft Heinz Company Director
HomeServices of America, Inc.Director
HomeServices of America, Inc.Compensation Committee Member
HomeServices of America, Inc.Finance Committee Member
HomeServices of America, Inc.Executive Committee Member
NNGC Acquisition, LLC President
Norming Investments B.V.Chairman, President & Chief Executive Officer
Northern Natural Gas Company Director
Northern Natural Gas Company Chairman
Northern Powergrid Holdings Company Chairman
Northern Powergrid Holdings Company Director
Northern Powergrid UK Holdings Chief Executive Officer
NV Energy, Inc.Director
NV Energy, Inc.Chairman
PPW Holdings, LLC President
Anderson, Douglas L.
Business Entity Title
Alamo 6 Solar Holdings, LLC Manager (1)
Alaska Gas Pipeline Company, LLC Manager (1)
Alaska Gas Transmission Company, LLC Manager (1)
Alaska Storage Holding Company, LLC Manager (1)
AltaLink Management Ltd.Director
Andromeda Community Solar Gardens, LLC Manager (1)
Andromeda CSG1, LLC Manager (1)
Andromeda CSG2, LLC Manager (1)
Andromeda CSG3, LLC Manager (1)
Andromeda CSG4, LLC Manager (1)
Andromeda CSG5, LLC Manager (1)
Antares Community Solar Gardens, LLC Manager (1)
Antares CSG1, LLC Manager (1)
Antares CSG2, LLC Manager (1)
Antares CSG3, LLC Manager (1)
Antlia Community Solar Gardens, LLC Manager (1)
Antlia CSG1, LLC Manager (1)
Antlia CSG2, LLC Manager (1)
Argo Navis Community Solar Gardens, LLC Manager (1)
Argo Navis CSG1, LLC Manager (1)
Argo Navis CSG2, LLC Manager (1)
Argo Navis CSG3, LLC Manager (1)
Aries Community Solar Gardens, LLC Manager (1)
Aries CSG1, LLC Manager (1)
Aries CSG2, LLC Manager (1)
Aries CSG3, LLC Manager (1)
Aries CSG4, LLC Manager (1)
Berkshire Hathaway Energy Company Chief Corporate Counsel & Corporate Secretary
Berkshire Hathaway Energy Foundation Director
7
Anderson, Douglas L. (continued)
Business Entity Title
BG Energy Holding, LLC Director
BHE AC Holding, LLC Manager (1)
BHE Canada (BC) Holdings Corporation Director
BHE Canada Holdings Corporation Director
BHE Canada Holdings Corporation Executive Vice President & Secretary
BHE Canada, LLC Manager (1)
BHE Canada, LLC Executive Vice President & General Counsel
BHE Community Solar, LLC Manager (1)
BHE Geothermal, LLC Manager (1)
BHE Hydro, LLC Manager (1)
BHE Midcontinent Transmission Holdings, LLC Manager (1)
BHE Renewables International GP Corporation Director
BHE Renewables, LLC Manager (1)
BHE Solar Holdings, LLC Manager (1)
BHE Solar, LLC Manager (1)
BHE U.K. Electric, Inc.Director
BHE U.K. Electric, Inc.President
BHE U.K. Inc.Director
BHE U.K. Power, Inc.Director
BHE U.K. Power, Inc.President
BHE U.S. Transmission, LLC Manager (1)
BHE Wind, LLC Manager (1)
BHES Pearl Solar Holdings, LLC Manager (1)
Bishop Hill II Holdings, LLC Manager (1)
Black Rock 1, LLC Manager (1)
Black Rock 2, LLC Manager (1)
Black Rock 3, LLC Manager (1)
Black Rock 4, LLC Manager (1)
Black Rock 5, LLC Manager (1)
Black Rock 6, LLC Manager (1)
Caelum Community Solar Gardens, LLC Manager (1)
Caelum CSG1, LLC Manager (1)
Caelum CSG2, LLC Manager (1)
CalEnergy Company, Inc.Director
CalEnergy Generation Operating Company Director
CalEnergy Geothermal Holding, LLC Manager (1)
CalEnergy International Ltd.President & Assistant Secretary
CalEnergy International Ltd.Director
CalEnergy International Services, Inc.Director
CalEnergy Pacific Holdings Corp.Director
CalEnergy Pacific Holdings Corp.President
California Utility HoldCo, LLC Manager (1)
Capella Community Solar Gardens, LLC Manager (1)
Capella CSG1, LLC Manager (1)
Capella CSG2,LLC Manager (1)
Capella CSG3, LLC Manager (1)
Capella CSG4, LLC Manager (1)
Capella CSG5, LLC Manager (1)
Carina Community Solar Gardens, LLC Manager (1)
Carina CSG1, LLC Manager (1)
Carina CSG2, LLC Manager (1)
Carina CSG3, LLC Manager (1)
Carina CSG4, LLC Manager (1)
CE Asia Limited Director
8
Anderson, Douglas L. (continued)
Business Entity Title
CE Asia Limited President & Assistant Secretary
CE Black Rock Holdings, LLC Manager (1)
CE Butte Energy Holdings, LLC Manager (1)
CE Butte Energy, LLC Manager (1)
CE Casecnan II, Inc.Director
CE Casecnan Ltd.Executive Vice President, General Counsel &
Assistant Secretary
CE Casecnan Ltd.Director
CE Casecnan Water and Energy Company, Inc.Chairman
CE Casecnan Water and Energy Company, Inc.Director
CE Electric (NY), Inc.Director
CE Geothermal, Inc.Director
CE International (Bermuda) Limited President & Assistant Secretary
CE International (Bermuda) Limited Director
CE International Investments, Inc.Director
CE Mahanagdong Ltd.President & Assistant Secretary
CE Mahanagdong Ltd.Director
CE Obsidian Energy, LLC Manager (1)
CE Obsidian Holding, LLC Manager (1)
CE Philippines Ltd.President & Assistant Secretary
CE Philippines Ltd.Director
CE Red Island Energy Holdings, LLC Manager (1)
CE Red Island Energy, LLC Manager (1)
Centaurus Community Solar Gardens, LLC Manager (1)
Centaurus CSG1, LLC Manager (1)
Centaurus CSG2, LLC Manager (1)
Cook Inlet Natural Gas Storage Alaska, LLC Manager (1)
Cordova Funding Corporation Director
Corvus Community Solar, LLC Manager (1)
Corvus CSG1, LLC Manager (1)
Corvus CSG2, LLC Manager (1)
Corvus CSG3, LLC Manager (1)
Corvus CSG4, LLC Manager (1)
Corvus CSG5, LLC Manager (1)
Crater Community Solar Gardens, LLC Manager (1)
Crater CSG1, LLC Manager (1)
Crater CSG2, LLC Manager (1)
Crater CSG3, LLC Manager (1)
Dakota Dunes Development Company Director
DCCO Inc.Director
Delphinus Community Solar Gardens, LLC Manager (1)
Delphinus CSG1, LLC Manager (1)
Delphinus CSG2, LLC Manager (1)
DG-SB Project Holdings, LLC Manager (1)
Gemini Community Solar, LLC Manager (1)
Gemini CSG1, LLC Manager (1)
Gemini CSG2, LLC Manager (1)
Gemini CSG3, LLC Manager (1)
Geronimo Community Solar Gardens Holding
Company, LLC
Manager (1)
Geronimo Community Solar Gardens, LLC Manager (1)
GPWH Holdings, LLC Manager (1)
Grande Prairie Land Holding, LLC Manager (1)
Grande Prairie Wind Holdings, LLC Manager (1)
9
Anderson, Douglas L. (continued)
Business Entity Title
Grande Prairie Wind II, LLC Manager (1)
HomeServices of America, Inc.Director
Jumbo Road Holdings, LLC Manager (1)
Kern River Funding Corporation Director
Kern River Gas Transmission Company Executive Committee Member
KR Acquisition 1, LLC Vice President & Secretary
KR Acquisition 1, LLC Manager (1)
KR Acquisition 2, LLC Vice President & Secretary
KR Acquisition 2, LLC Manager (1)
KR Holding, LLC Vice President & Secretary
KR Holding, LLC Manager (1)
Lyra Community Solar Gardens, LLC Manager (1)
Lyra CSG1, LLC Manager (1)
Lyra CSG2, LLC Manager (1)
Lyra CSG3, LLC Manager (1)
M & M Ranch Acquisition Company, LLC Manager (1)
M & M Ranch Acquisition Company, LLC President
M & M Ranch Holding Company, LLC Manager (1)
M & M Ranch Holding Company, LLC President
Magma Netherlands B.V.Chairman & Chief Executive Officer
Magma Netherlands B.V.Director
Mapleton Community Solar, LLC Manager (1)
Mapleton CSG1, LLC Manager (1)
Mapleton CSG2, LLC Manager (1)
MEC Construction Services Co.Director
MEHC Investment, Inc.Senior Vice President
MEHC Investment, Inc.Director
MEHC Merger Sub Inc.Corporate Secretary
MHC Inc.Executive Vice President, General Counsel &
Assistant Secretary
MHC Inc.Director
MHC Investment Company Director
MidAmerican Central California Transco, LLC Manager (1)
MidAmerican Energy Machining Services, LLC Manager (1)
MidAmerican Funding, LLC Manager (1)
MidAmerican Geothermal Development Corporation Manager (1)
MidAmerican Wind Tax Equity Holdings, LLC Manager (1)
Midwest Capital Group, Inc.Director
Morgan Community Solar, LLC Manager (1)
Morgan CSG1, LLC Manager (1)
Morgan CSG2, LLC Manager (1)
Morgan CSG3, LLC Manager (1)
MSPS Holdings, LLC Manager (1)
NNGC Acquisition, LLC Manager (1)
Norming Investments B.V.Senior Vice President & General Counsel
Northern Natural Gas Company Director
Northern Powergrid Holdings Company Director
NVE Holdings, LLC Manager (1)
Ormoc Cebu Ltd.President & Assistant Secretary
Ormoc Cebu Ltd.Director
Pegasus Community Solar Gardens, LLC Manager (1)
Pegasus CSG1, LLC Manager (1)
Pegasus CSG2, LLC Manager (1)
Pinyon Pines I Holding Company, LLC Manager (1)
10
Anderson, Douglas L. (continued)
Business Entity Title
Pinyon Pines II Holding Company, LLC Manager (1)
Pollux Community Solar Gardens, LLC Manager (1)
Pollux CSG1, LLC Manager (1)
Pollux CSG2, LLC Manager (1)
PPW Holdings, LLC Manager (1)
Quad Cities Energy Company Director
Solar Star 3, LLC Manager (1)
Solar Star Funding, LLC Manager (1)
Solar Star Projects Holding, LLC Manager (1)
Spica Community Solar Gardens, LLC Manager (1)
Spica CSG1, LLC Manager (1)
Spica CSG2, LLC Manager (1)
SSC XIX, LLC Manager (1)
SSC XX, LLC Manager (1)
Sundial Holding, LLC Manager (1)
Taurus Community Solar, LLC Manager (1)
Taurus CSG1, LLC Manager (1)
Taurus CSG2, LLC Manager (1)
Taurus CSG3, LLC Manager (1)
Taurus CSG4, LLC Manager (1)
Tongonan Power Investment, Inc.Senior Vice President & General Counsel
Tongonan Power Investment, Inc.Director
TPZ Holding, LLC Manager (1)
Two Rivers Inc.Director
Vega Community Solar Gardens, LLC Manager (1)
Vega CSG1, LLC Manager (1)
Vega CSG2, LLC Manager (1)
Vega CSG3, LLC Manager (1)
Vega CSG4, LLC Manager (1)
Vega CSG5, LLC Manager (1)
Visayas Geothermal Power Company Senior Vice President, General Counsel & Assistant
Secretary
Bird, Stefan A.
Business Entity Title
PacifiCorp Foundation President
PacifiCorp Foundation Director
Crane, Cindy A.
Business Entity Title
Energy West Mining Company President
Energy West Mining Company Director
Fossil Rock Fuels, LLC President
Fossil Rock Fuels, LLC Manager (1)
Glenrock Coal Company President
Glenrock Coal Company Director
Interwest Mining Company President
Interwest Mining Company Director
PacifiCorp Foundation Chairman
PacifiCorp Foundation Director
Pacific Minerals, Inc.President
Pacific Minerals, Inc.Director
11
Goodman, Patrick J.
Business Entity Title
Alamo 6 Solar Holdings, LLC Manager (1)
Alaska Gas Pipeline Company, LLC Manager (1)
Alaska Gas Transmission Company, LLC Manager (1)
Alaska Storage Holding Company, LLC Manager (1)
AltaLink Management Ltd.Director
Andromeda Community Solar Gardens, LLC Manager (1)
Andromeda CSG1, LLC Manager (1)
Andromeda CSG2, LLC Manager (1)
Andromeda CSG3, LLC Manager (1)
Andromeda CSG4, LLC Manager (1)
Andromeda CSG5, LLC Manager (1)
Antares Community Solar Gardens, LLC Manager (1)
Antares CSG1, LLC Manager (1)
Antares CSG2, LLC Manager (1)
Antares CSG3, LLC Manager (1)
Antlia Community Solar Gardens, LLC Manager (1)
Antlia CSG1, LLC Manager (1)
Antlia CSG2, LLC Manager (1)
Argo Navis Community Solar Gardens, LLC Manager (1)
Argo Navis CSG1, LLC Manager (1)
Argo Navis CSG2, LLC Manager (1)
Argo Navis CSG3, LLC Manager (1)
Aries Community Solar Gardens, LLC Manager (1)
Aries CSG1, LLC Manager (1)
Aries CSG2, LLC Manager (1)
Aries CSG3, LLC Manager (1)
Aries CSG4, LLC Manager (1)
Berkshire Hathaway Energy Company Executive Vice President & Chief Financial Officer
Berkshire Hathaway Energy Foundation Director
BG Energy Holding, LLC Director
BHE AC Holding, LLC Manager (1)
BHE Canada (BC) Holdings Corporation Director
BHE Canada Holdings Corporation Director
BHE Canada, LLC Manager (1)
BHE Canada, LLC Executive Vice President & Chief Financial Officer
BHE Community Solar, LLC Manager (1)
BHE Geothermal, LLC Manager (1)
BHE Hydro, LLC Manager (1)
BHE Midcontinent Transmission Holdings, LLC Manager (1)
BHE Solar Holdings, LLC Manager (1)
BHE Solar, LLC Manager (1)
BHE U.K. Electric, Inc.Director
BHE U.K. Inc.Director
BHE U.K. Inc.President
BHE U.K. Power, Inc.Director
BHE U.S. Transmission, LLC Manager (1)
BHE Wind, LLC Manager (1)
BHES CSG Holdings, LLC Manager (1)
BHES Pearl Solar Holdings, LLC Manager (1)
Bishop Hill II Holdings, LLC Manager (1)
Black Rock 1, LLC Manager (1)
Black Rock 2, LLC Manager (1)
Black Rock 3, LLC Manager (1)
Black Rock 4, LLC Manager (1)
12
Goodman, Patrick J. (continued)
Business Entity Title
Black Rock 5, LLC Manager (1)
Black Rock 6, LLC Manager (1)
Caelum Community Solar Gardens, LLC Manager (1)
Caelum CSG1, LLC Manager (1)
Caelum CSG2, LLC Manager (1)
CalEnergy Company, Inc.Director
CalEnergy Generation Operating Company Director
CalEnergy Geothermal Holding, LLC Manager (1)
CalEnergy International Ltd.Director
CalEnergy International Ltd.Executive Vice President & Chief Financial Officer
CalEnergy International Services, Inc.Director
CalEnergy Pacific Holdings Corp.Director
California Utility HoldCo, LLC Manager (1)
Capella Community Solar Gardens, LLC Manager (1)
Capella CSG1, LLC Manager (1)
Capella CSG2, LLC Manager (1)
Capella CSG3, LLC Manager (1)
Capella CSG4, LLC Manager (1)
Capella CSG5, LLC Manager (1)
Carina Community Solar Gardens, LLC Manager (1)
Carina CSG1, LLC Manager (1)
Carina CSG2, LLC Manager (1)
Carina CSG3, LLC Manager (1)
Carina CSG4, LLC Manager (1)
CE Asia Limited Executive Vice President & Chief Financial Officer
CE Asia Limited Director
CE Black Rock Holdings, LLC Manager (1)
CE Butte Energy Holdings, LLC Manager (1)
CE Butte Energy, LLC Manager (1)
CE Casecnan II, Inc.Director
CE Casecnan Ltd.Executive Vice President & Chief Financial Officer
CE Casecnan Ltd.Director
CE Casecnan Water and Energy Company, Inc.Executive Vice President & Chief Financial Officer
CE Casecnan Water and Energy Company, Inc.Director
CE Electric (NY), Inc.Director
CE Geothermal, Inc.Director
CE International (Bermuda) Limited Executive Vice President & Chief Financial Officer
CE International (Bermuda) Limited Director
CE International Investments, Inc.Director
CE International Investments, Inc.President
CE Mahanagdong Ltd.Executive Vice President & Chief Financial Officer
CE Mahanagdong Ltd.Director
CE Obsidian Energy, LLC Manager (1)
CE Obsidian Holding, LLC Manager (1)
CE Philippines Ltd.Executive Vice President & Chief Financial Officer
CE Philippines Ltd.Director
Centaurus Community Solar Gardens, LLC Manager (1)
Centaurus CSG1, LLC Manager (1)
Centaurus CSG2, LLC Manager (1)
Cook Inlet Natural Gas Storage Alaska, LLC Manager (1)
Corvus Community Solar, LLC Manager (1)
Corvus CSG1, LLC Manager (1)
Corvus CSG2, LLC Manager (1)
Corvus CSG3, LLC Manager (1)
13
Goodman, Patrick J. (continued)
Business Entity Title
Corvus CSG4, LLC Manager (1)
Corvus CSG5, LLC Manager (1)
Crater Community Solar Gardens, LLC Manager (1)
Crater CSG1, LLC Manager (1)
Crater CSG2, LLC Manager (1)
Crater CSG3, LLC Manager (1)
Delphinus Community Solar Gardens, LLC Manager (1)
Delphinus CSG1, LLC Manager (1)
Delphinus CSG2, LLC Manager (1)
DG-SB Project Holdings, LLC Manager (1)
Gemini Community Solar, LLC Manager (1)
Gemini CSG1, LLC Manager (1)
Gemini CSG2, LLC Manager (1)
Gemini CSG3, LLC Manager (1)
Geronimo Community Solar Gardens Holding
Company, LLC
Manager (1)
Geronimo Community Solar Gardens, LLC Manager (1)
GPWH Holdings, LLC Manager (1)
Grande Prairie Land Holding, LLC Manager (1)
Grande Prairie Wind Holdings, LLC Manager (1)
Grande Prairie Wind II, LLC Manager (1)
HomeServices of America, Inc.Director
HomeServices of America, Inc.Finance Committee Member
Jumbo Road Holdings, LLC Manager (1)
Kern River Funding Corporation Director
Kern River Gas Transmission Company Executive Committee Member
KR Acquisition 1, LLC Vice President, Treasurer & Assistant Secretary
KR Acquisition 1, LLC Manager (1)
KR Acquisition 2, LLC Vice President, Treasurer & Assistant Secretary
KR Acquisition 2, LLC Manager (1)
KR Holding, LLC Vice President & Treasurer
KR Holding, LLC Manager (1)
Lyra Community Solar Gardens, LLC Manager (1)
Lyra CSG1, LLC Manager (1)
Lyra CSG2, LLC Manager (1)
Lyra CSG3, LLC Manager (1)
M & M Ranch Acquisition Company, LLC Manager (1)
M & M Ranch Holding Company, LLC Manager (1)
Magma Netherlands B.V.Senior Vice President
Magma Netherlands B.V.Director
Mapleton Community Solar, LLC Manager (1)
Mapleton CSG1, LLC Manager (1)
Mapleton CSG2, LLC Manager (1)
MEHC Insurance Services Ltd.President & Treasurer
MEHC Insurance Services Ltd.Director
MEHC Investment, Inc.President, Chief Financial Officer & Treasurer
MEHC Investment, Inc.Director
MEHC Merger Sub Inc.Senior Vice President
MES Holding, LLC Manager (1)
MidAmerican Central California Transco, LLC Manager (1)
MidAmerican Energy Machining Services, LLC Manager (1)
MidAmerican Energy Services, LLC Manager (1)
MidAmerican Funding, LLC Manager (1)
MidAmerican Geothermal Development Corporation Manager (1)
14
Goodman, Patrick J. (continued)
Business Entity Title
MidAmerican Wind Tax Equity Holdings, LLC Manager (1)
Morgan Community Solar, LLC Manager (1)
Morgan CSG1, LLC Manager (1)
Morgan CSG2, LLC Manager (1)
Morgan CSG3, LLC Manager (1)
MSPS Holdings, LLC Manager (1)
NNGC Acquisition, LLC Manager (1)
Norming Investments B.V.Senior Vice President & Chief Financial Officer
Northern Electric plc.Director
Northern Natural Gas Company Director
Northern Powergrid Holdings Company Director
Northern Powergrid Limited Director
Northern Powergrid UK Holdings Director
NVE Holdings, LLC Manager (1)
Ormoc Cebu Ltd.Executive Vice President & Chief Financial Officer
Ormoc Cebu Ltd.Director
Pegasus Community Solar Gardens, LLC Manager (1)
Pegasus CSG1, LLC Manager (1)
Pegasus CSG2, LLC Manager (1)
Pinyon Pines Funding, LLC Manager (1)
Pinyon Pines I Holding Company, LLC Manager (1)
Pinyon Pines II Holding Company, LLC Manager (1)
Pinyon Pines Projects Holding, LLC Manager (1)
Pollux Community Solar Gardens, LLC Manager (1)
Pollux CSG1, LLC Manager (1)
Pollux CSG2, LLC Manager (1)
PPW Holdings, LLC Manager (1)
Solar Star 3, LLC Manager (1)
Solar Star Funding, LLC Manager (1)
Solar Star Projects Holding, LLC Manager (1)
Spica Community Solar Gardens, LLC Manager (1)
Spica CSG1, LLC Manager (1)
Spica CSG2, LLC Manager (1)
SSC XIX, LLC Manager (1)
SSC XX, LLC Manager (1)
Sundial Holding, LLC Manager (1)
Taurus Community Solar, LLC Manager (1)
Taurus CSG1, LLC Manager (1)
Taurus CSG2, LLC Manager (1)
Taurus CSG3, LLC Manager (1)
Taurus CSG4, LLC Manager (1)
Tongonan Power Investment, Inc.Executive Vice President & Chief Financial Officer
Tongonan Power Investment, Inc.Director
TPZ Holding, LLC Manager (1)
Vega Community Solar Gardens, LLC Manager (1)
Vega CSG1, LLC Manager (1)
Vega CSG2, LLC Manager (1)
Vega CSG3, LLC Manager (1)
Vega CSG4, LLC Manager (1)
Vega CSG5, LLC Manager (1)
Visayas Geothermal Power Company Senior Vice President & Chief Financial Officer
Yorkshire Electricity Group plc.Director
Yorkshire Power Finance Limited Director
Yorkshire Power Group Limited Director
15
Hocken, Natalie L.
Business Entity Title
Berkshire Hathaway Energy Company Senior Vice President & General Counsel
Berkshire Hathaway Energy Company Corporate Secretary
MEHC Insurance Services Ltd.Vice President & Secretary
MEHC Insurance Services Ltd.Director
MidAmerican Funding, LLC Manager (1)
NVE Insurance Company, Inc.President
NVE Insurance Company, Inc.Director
Kelly, Andrea L.
Business Entity Title
Berkshire Hathaway Energy Company
Senior Vice President, Legislative & Regulatory
Strategy
NV Energy, Inc.Director
Kobliha, Nikki L.
Business Entity Title
PacifiCorp Foundation Treasurer
Reiten, R. Patrick
Business Entity Title
BHE Texas Transco, LLC Manager (1)
Electric Transmission Texas, LLC Manager (1)
PacifiCorp Foundation Director
(1) For LLCs, a manager is the equivalent of a director.
16
I. B. Changes in Ownership
Changes in Successive Ownership Between the Regulated Utility and Affiliated Interest
For the Year Ended December 31, 2016 For
Refer to Exhibit 21 of the Berkshire Hathaway Inc. (“Berkshire Hathaway”) Form 10-K (File No. 001-
14905) for a list of certain subsidiaries of Berkshire Hathaway Energy Company’s parent company,
Berkshire Hathaway, as of December 31, 2016. Refer to Exhibit 21.1 of the Berkshire Hathaway Energy
Company (“BHE”) Form 10-K (File No. 001-14881) for a list of certain subsidiaries of BHE as of
December 31, 2016.
17
I. C. Affiliate Descriptions
A narrative description of each affiliated entity with which the regulated utility does business. State the factor(s)
giving rise to the affiliation.
18
Narrative Descriptions for Each Affiliated Entity
Affiliated interests of PacifiCorp are defined by Oregon Revised Statutes 757.015, Revised Code of Washington
80.16.010 and California Public Utilities Commission Decision 97-12-088, as amended by Decision 98-08-035, as
having two or more officers or directors in common with PacifiCorp, or by meeting the ownership requirements of five
percent direct or indirect ownership.
In the ordinary course of business, PacifiCorp engaged in various transactions with several of its affiliated companies
during the year ended December 31, 2016. Services provided by PacifiCorp and charged to affiliates related primarily to
administrative services provided under the Intercompany Administrative Services Agreement (“IASA”) among
Berkshire Hathaway Energy Company (“BHE”) and its affiliates, as well as wholesale energy supply and marketing
activities, information technology and administrative support services and joint use services. Services provided by
affiliates and charged to PacifiCorp related primarily to coal mining, the transportation of natural gas and coal, wholesale
energy purchases and transmission of electricity, information technology goods and services, banking services, employee
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, overheads and related employee expenses.
Although PacifiCorp provides retail electricity services to certain affiliates within its service territory, such transactions
are excluded from this report because they are billed at tariff rates. Due to the volume and breadth of the Berkshire
Hathaway Inc. (“Berkshire Hathaway”) family of companies, it is possible that employees of PacifiCorp have made
purchases from certain Berkshire Hathaway affiliates not listed here, and 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.
American Express Travel Related Services Company, Inc. (“American Express Travel”) – At December 31, 2016,
Berkshire Hathaway held a 16.8% ownership interest in American Express Company, which wholly owns American
Express Travel. American Express Company is a global services company whose principal products and services are
charge and credit card products and travel-related services to consumers and businesses around the world. American
Express Travel provides PacifiCorp travel arrangement services.
BNSF Railway Company (“BNSF”) – an indirect wholly owned subsidiary of Berkshire Hathaway. BNSF operates one
of the largest railroad networks in North America. PacifiCorp has long-term coal transportation contracts with BNSF,
including indirectly through a generating facility that is jointly owned by PacifiCorp and another utility, as well as right-
of-way agreements.
Charter Communications, Inc. (“Charter”) – During the second quarter of 2016, Berkshire Hathaway’s ownership in
Charter decreased to less than five percent of Charter’s outstanding common shares. Accordingly, this report reflects
transactions between PacifiCorp and Charter that occurred between January 1, 2016 and August 15, 2016 (the date
Berkshire Hathaway filed its Form 13-F for the quarter ended June 30, 2016 and its ownership of Charter became
known). Charter is a provider of cable services offering video, internet and voice communication solutions to residential
and commercial customers. Charter provides television programming and internet services to PacifiCorp. PacifiCorp
provides joint use services to Charter.
Deere Credit, Inc. – At December 31, 2016, Berkshire Hathaway held a seven percent ownership interest in Deere &
Company, which wholly owns Deere Credit, Inc. Deere & Company is a manufacturer and distributor of agriculture, turf,
construction, earthmoving, material handling and timber harvesting equipment and related service parts and is also a
provider of financing for the sales and leases of new and used equipment. Deere Credit, Inc. provides equipment rental
services to PacifiCorp.
Environment One Corporation (“Environment One”) – On January 29, 2016, Berkshire Hathaway acquired Precision
Castparts Corp., which wholly owns Environment One. Accordingly, this report reflects transactions between PacifiCorp
and Environment One that occurred between January 29, 2016 and December 31, 2016. Environment One is a
manufacturer and provider of products and services for sewer systems and instruments used by electric utilities to protect
and optimize performance of assets. Environment One provides PacifiCorp with certain mechanical parts, supplies, and
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services used by PacifiCorp’s large thermal generation plants, including vacuum pumps, cloud chamber assemblies and
collector analysis, cleaning and repair.
FlightSafety International Inc. (“FlightSafety”) – a wholly owned subsidiary of Berkshire Hathaway, provides
aviation educational courses. FlightSafety provides aviation training to PacifiCorp.
International Business Machines Corporation (“IBM”) – At December 31, 2016, Berkshire Hathaway held an eight
percent ownership interest in IBM. IBM provides integrated solutions and products, drawing from a portfolio of
consulting and information technology implementation services, cloud and cognitive offerings and enterprise systems
and software. IBM provides PacifiCorp with computer hardware and software and computer systems maintenance and
support services.
Marmon Utility, LLC – an affiliate of Marmon Holdings, Inc. (“Marmon”), which Berkshire Hathaway held a 99.7%
ownership interest at December 31, 2016. Marmon is an international association of numerous manufacturing and
service businesses in energy-related and other markets. Marmon Utility, LLC provides materials to PacifiCorp.
Moody’s Investors Service (“Moody’s”) – At December 31, 2016, Berkshire Hathaway held a 12.9% 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.
National Indemnity Company (“NICO”) – a wholly owned subsidiary of Berkshire Hathaway and is a provider of
commercial insurance products. NICO provides PacifiCorp a surety bond.
Phillips 66 Company – At December 31, 2016, Berkshire Hathaway held a 15.6% ownership interest in Phillips 66,
which wholly owns Phillips 66 Company. Phillips 66 is a diversified energy manufacturing and logistics company that
processes, transports, stores and markets fuels and products globally. Phillips 66 Company provides PacifiCorp with
lubricating oil and grease products.
U.S. Bancorp – At December 31, 2016, Berkshire Hathaway held a six 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, cash management, capital markets, insurance, trust and investment management,
brokerage and leasing activities. U.S. Bancorp provides banking services to PacifiCorp.
Wells Fargo & Company (“Wells Fargo”) – At December 31, 2016, Berkshire Hathaway held a 10% 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 and financial transactions related to energy hedging
activity to PacifiCorp.
Berkshire Hathaway Energy Company – a holding company owning subsidiaries that are principally engaged in
energy businesses. BHE is a consolidated subsidiary of Berkshire Hathaway. As of February 17, 2017,
Berkshire Hathaway owned approximately 90.0% of BHE’s common stock. The balance of BHE's common stock is
owned by Walter Scott, Jr., a director of BHE (along with family members and related entities) (5.3%(1) ownership
interest as of February 17, 2017) and Gregory E. Abel, PacifiCorp’s Chairman of the Board of Directors and Chief
Executive Officer (1.0% ownership interest as of February 17, 2017). BHE and its subsidiaries provide administrative
services to PacifiCorp under the IASA. PacifiCorp also provides administrative services to BHE and its subsidiaries
under the IASA. Refer to Section VII for further discussion.
(1) Excludes 2,913,022 shares held by family members and family trusts and corporations, or Scott Family Interests, as to which Mr.
Scott disclaims beneficial ownership.
BHE AltaLink Ltd. (“AltaLink”) – an indirect wholly owned subsidiary of BHE Canada, LLC (“BHE Canada”) and
the indirect parent company of AltaLink, L.P., a regulated electric transmission-only company headquartered in Alberta,
Canada. PacifiCorp provides administrative services to AltaLink under the IASA.
20
Metalogic Inspection Services Inc. (“Metalogic”) – an Alberta, Canada, corporation that provides ultrasonic inspection
and testing services with phased array on pipes, boiler tubes and pressure vessels to third parties. Metalogic was an
indirect wholly owned subsidiary of BHE when BHE sold Metalogic on September 30, 2016, and it ceased being an
affiliate of PacifiCorp. Accordingly, this report reflects transactions between PacifiCorp and Metalogic that occurred
between January 1, 2016 and September 30, 2016. PacifiCorp provided administrative services to Metalogic under the
IASA.
Metalogic Inspection Services LLC (“Metalogic LLC”) – a wholly owned subsidiary of Metalogic. On September 30,
2016, BHE sold Metalogic and Metalogic LLC ceased being an affiliate of PacifiCorp. Accordingly, this report reflects
transactions between PacifiCorp and Metalogic LLC that occurred between January 1, 2016 and September 30, 2016.
Metalogic LLC provided inspection services and equipment to PacifiCorp.
BHE Renewables, LLC (“BHE Renewables”) – a wholly owned subsidiary of BHE. BHE Renewables was developed
to oversee unregulated solar, wind, hydro and geothermal projects. BHE Renewables provides administrative services to
PacifiCorp under the IASA. PacifiCorp also provides administrative services to BHE Renewables under the IASA.
CalEnergy Generation Operating Company (“CalEnergy Generation”) – an indirect wholly owned subsidiary of
BHE Renewables. CalEnergy Generation is organized to manage and operate independent power projects in the United
States. PacifiCorp provides administrative services to CalEnergy Generation under the IASA.
Cordova Energy Company LLC (“Cordova”) – an indirect wholly owned subsidiary of BHE Renewables. Cordova
owns a 512-megawatt natural gas-fueled electric generation facility in Illinois. PacifiCorp provides administrative
services to Cordova under the IASA.
Imperial Magma LLC (“Imperial Magma”) – an indirect wholly owned subsidiary of BHE Renewables. Imperial
Magma owns and operates 338-megawatt geothermal-powered electric generation facilities in California. PacifiCorp
provides administrative services to Imperial Magma under the IASA.
TX Jumbo Road Wind, LLC (“Jumbo Road”) – an indirect wholly owned subsidiary of BHE Renewables. Jumbo
Road owns and operates a 300-megawatt wind-powered generation facility near Amarillo, Texas. PacifiCorp provides
administrative services to Jumbo Road under the IASA.
Walnut Ridge Wind, LLC (“Walnut Ridge”) – an indirect wholly owned subsidiary of BHE Renewables. Walnut
Ridge is constructing a 225-megawatt wind farm in north-central Bureau County, Illinois. PacifiCorp provides
administrative services to Walnut Ridge under the IASA.
BHE U.S. Transmission, LLC (“BTL”) – a wholly owned subsidiary of BHE. BTL is engaged in various joint ventures
to develop, own and operate transmission assets and is pursuing additional investment opportunities in the United States.
BTL provides administrative services to PacifiCorp under the IASA. PacifiCorp also provides administrative services to
BTL under the IASA.
BHE Midcontinent Transmission Holdings, LLC (“BHE Midcontinent”) – a wholly owned subsidiary of BTL. BHE
Midcontinent and a subsidiary of Westar Energy, Inc. formed Midwest Power Midcontinent Transmission Development,
LLC, a joint venture to develop, own and construct electric transmission projects in the Midcontinent Independent
System Operator, Inc. region. PacifiCorp provides administrative services to BHE Midcontinent under the IASA.
BHE Southwest Transmission Holdings, LLC (“BHE Southwest”) – a wholly owned subsidiary of BTL. BHE
Southwest and a subsidiary of Westar Energy, Inc. formed MPT Heartland Development, LLC, a joint venture to
develop, own and construct electric transmission projects in the Southwest Power Pool region. PacifiCorp provides
administrative services to BHE Southwest under the IASA.
Electric Transmission America, LLC (“ETA”) – a joint venture owned equally by a wholly owned subsidiary of BTL
and subsidiaries of American Electric Power Company, Inc. ETA owns and operates electric transmission assets outside
of the Electric Reliability Council of Texas. PacifiCorp provides administrative services to ETA under the IASA.
21
Electric Transmission Texas, LLC (“ETT”) – a joint venture owned equally by a wholly owned subsidiary of BTL
and subsidiaries of American Electric Power Company, Inc. ETT owns and operates electric transmission assets in the
Electric Reliability Council of Texas. PacifiCorp provides administrative services to ETT under the IASA.
MidAmerican Central California Transco, LLC (“MCCT”) – an indirect wholly owned subsidiary of BTL. MCCT
was formed to construct, finance, own, operate and maintain new high-voltage transmission facilities, and will become a
transmission-owning member of the California Independent System Operator Corporation as soon as it is eligible to do
so. PacifiCorp provides administrative services to MCCT under the IASA.
MTL Canyon Holdings, LLC (“MTL”) – a wholly owned subsidiary of BTL. MTL and a subsidiary of Pinnacle West
Capital Corporation formed TransCanyon, LLC, a joint venture to identify, develop, own and construct electric
transmission projects in the 11 western states comprising the Western Electricity Coordinating Council footprint.
PacifiCorp provides administrative services to MTL under the IASA.
CalEnergy Philippines – a group of wholly owned and majority owned subsidiaries of BHE located in the Philippines.
The primary operating asset within this group is a 128-megawatt combined hydro and irrigation facility operated and
maintained by CE Casecnan Water and Energy Company, Inc. PacifiCorp provides administrative services to CalEnergy
Philippines under the IASA.
HomeServices of America, Inc. (“HomeServices”) – a majority-owned subsidiary of BHE, which held 97.8%
ownership at December 31, 2016. HomeServices is a residential real estate brokerage firm whose services include
relocation services, and provides such services to employees of PacifiCorp and its affiliates. PacifiCorp provides
administrative 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 administrative services to Iowa Realty under the IASA.
Kern River Gas Transmission Company (“Kern River”) – an indirect wholly owned subsidiary of BHE. Kern River
owns an interstate natural gas pipeline system that extends from supply areas in the Rocky Mountains to consuming
markets in Utah, Nevada and California. Kern River’s pipeline system consists of 1,700 miles of natural gas pipelines.
Kern River’s transportation operations are subject to a regulated tariff that is on file with the Federal Energy Regulatory
Commission. Kern River provides transportation of natural gas to certain PacifiCorp generating facilities in Utah, lease
of temporary construction workspace and provides administrative services to PacifiCorp under the IASA. PacifiCorp
provides administrative services to Kern River under the IASA.
MHC Inc. – an indirect wholly owned subsidiary of BHE. MHC Inc. is a holding company owning all of the common
stock of MidAmerican Energy Company. MHC Inc. provides administrative services to PacifiCorp 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 administrative services to MCS 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 administrative services to PacifiCorp under the IASA. PacifiCorp also provides
administrative 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 administrative services to MCG under the IASA.
Northern Natural Gas Company (“Northern Natural”) – an indirect wholly owned subsidiary of BHE. Northern
Natural owns the largest interstate natural gas pipeline system in the United States, as measured by pipeline miles, which
reaches from west Texas to Michigan's Upper Peninsula. Northern Natural primarily transports and stores natural gas for
utilities, municipalities, gas marketing companies and industrial and commercial users. Northern Natural provides
administrative services to PacifiCorp under the IASA. PacifiCorp also provides administrative services to Northern
Natural under the IASA.
22
Northern Powergrid Holdings Company (“Northern Powergrid”) – an indirect wholly owned subsidiary of BHE.
Northern Powergrid owns two companies that distribute electricity in Great Britain, Northern Powergrid (Northeast)
Limited and Northern Powergrid (Yorkshire) plc. Northern Powergrid also owns a meter asset rental business that leases
smart meters to energy suppliers in the United Kingdom and Ireland, an engineering contracting business that provides
electrical infrastructure contracting services primarily to third parties and a hydrocarbon exploration and development
business that is focused on developing integrated upstream gas projects in Europe and Australia. PacifiCorp provides
administrative services to Northern Powergrid under the IASA.
NV Energy, Inc. (“NV Energy”) – an indirect wholly owned subsidiary of BHE. NV Energy is an energy holding
company owning subsidiaries that are public utilities that are principally engaged in the business of generating,
transmitting, distributing and selling electricity and distributing, selling and transporting natural gas. NV Energy
provides administrative services to PacifiCorp under the IASA. PacifiCorp also provides administrative services to NV
Energy under the IASA.
Nevada Power Company (“Nevada Power”) – a wholly owned subsidiary of NV Energy. Nevada Power is a regulated
electric utility company serving retail customers in Nevada. PacifiCorp purchases wholesale energy and transmission
services from Nevada Power and pays Nevada Power for its share of the costs to operate and maintain assets on the
Harry Allen substation. PacifiCorp sells wholesale energy and transmission services to Nevada Power. Nevada Power
also provides administrative services to PacifiCorp under the IASA. PacifiCorp also provides administrative services
under the IASA.
Sierra Pacific Power Company (“Sierra Pacific”) – a wholly owned subsidiary of NV Energy. Sierra Pacific is a
regulated electric and natural gas utility company serving retail electric customers and retail and transportation natural
gas customers in Nevada. PacifiCorp purchases transmission services from Sierra Pacific. PacifiCorp sells transmission
services to Sierra Pacific. Sierra Pacific provides administrative services to PacifiCorp under the IASA. PacifiCorp also
provides administrative services to Sierra Pacific under the IASA.
MidAmerican Energy Services, LLC (“MES”) – an indirect wholly owned subsidiary of BHE. MES is a nonregulated
energy business consisting of competitive electricity and natural gas retail sales. PacifiCorp provides administrative
services under the IASA.
PPW Holdings LLC – the holding company for PacifiCorp and a direct subsidiary of BHE. PacifiCorp pays dividends
to PPW Holdings LLC. PPW Holdings LLC remits income taxes on behalf of PacifiCorp to BHE.
Energy West Mining Company (“Energy West”) – a wholly owned subsidiary of PacifiCorp. Energy West has
historically provided to PacifiCorp coal-mining services and mining operations of the Deer Creek mine utilizing
PacifiCorp's assets. The Deer Creek mine is in the process of closure activities. PacifiCorp provided information
technology and administrative services to Energy West.
Fossil Rock Fuels, LLC (“Fossil Rock”) – a wholly owned subsidiary of PacifiCorp. Fossil Rock served as the
leaseholder for certain coal reserves until June 5, 2015, when the associated coal reserves were sold to Fossil Rock
Resources, LLC.
Interwest Mining Company (“Interwest Mining”) – a wholly owned subsidiary of PacifiCorp that provides technical
and administrative services to PacifiCorp and Bridger Coal Company. 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. All costs
incurred by Interwest Mining are absorbed by PacifiCorp, Bridger Coal Company and Energy West.
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.
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Bridger Coal Company (“Bridger Coal”) – a coal mining joint venture 66.67% owned by PMI and 33.33% owned by
IERC. Bridger Coal was formed to supply coal to the Jim Bridger generating facility. The Jim Bridger generating facility
is 66.67% owned by PacifiCorp and 33.33% owned by Idaho Power Company. PacifiCorp provides information
technology and administrative services to Bridger Coal.
PacifiCorp Foundation – an independent non-profit foundation created by PacifiCorp in 1988. PacifiCorp Foundation
supports the growth and vitality of the communities where PacifiCorp and its businesses have operations, employees or
interests. PacifiCorp Foundation operates as the Rocky Mountain Power Foundation and the Pacific Power Foundation.
PacifiCorp provides administrative services to the PacifiCorp Foundation.
Trapper Mining Inc. – a cooperative in which PacifiCorp holds a 21.40% interest, the Salt River Project Agricultural
Improvement and Power District, an unaffiliated entity, holds a 32.10% interest, Tri-State Generation and Transmission
Association, Inc., an unaffiliated entity, holds a 26.57% interest and the Platte River Power Authority, an unaffiliated
entity, holds a 19.93% interest. Trapper Mining Inc. was formed to supply coal to the Craig generating facility. The
Craig generating facility is 19.28% owned by PacifiCorp. In addition to Trapper Mining Inc. providing coal to
PacifiCorp, one of PacifiCorp’s employees serves on the Trapper Mining Inc. board of directors. PacifiCorp is
compensated for this service.
Cottonwood Creek Consolidated Irrigation Company (“CCCIC”) – 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.
Ferron Canal & Reservoir Company (“FCRC”) – a non-profit mutual irrigation company, which is a privately owned
water stock company. PacifiCorp holds approximately 37% of the outstanding water stock in FCRC. PacifiCorp pays
annual assessment fees to FCRC to help cover its operating and maintenance costs, as well as other costs pertinent to
conducting its business, in exchange for receiving access to water used by PacifiCorp’s Hunter generating facility.
PacifiCorp also contracts additional water from FCRC, which is made available to the Hunter generating facility through
a long-term agreement between FCRC and PacifiCorp. The agreement calls for PacifiCorp to make an annual payment to
FCRC and in return, FCRC provides PacifiCorp up to 7,000 acre-feet of water.
Huntington Cleveland Irrigation Company (“HCIC”) – a non-profit mutual irrigation company, which is a privately
owned water stock company. PacifiCorp holds approximately 34% 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.
24
I. D. Financial Statements
Financial statements or trial balances for the year ended December 31, 2016 are included in Section II.
Transactions.
25
Total Total
Ownership PacifiCorp PacifiCorp
Interest PacifiCorp PacifiCorp Received and PacifiCorp PacifiCorp Received and
as of Received Provided Provided Received Provided Provided
Affiliated Entity 12/31/2016 Services Services Services Services Services Services
American Express Travel Related Services Company, Inc.16.8%-$ -$ -$ 39,343$ -$ 39,343$
BNSF Railway Company 100%- - - 37,262,344 -37,262,344
Charter Communications, Inc. (2)<5%- - - 8,362 946,509 954,871
Deere Credit, Inc.7%- - - 386,710 -386,710
Environment One Corporation (2)100%- - - 80,746 - 80,746
FlightSafety International Inc.100%- - - 18,900 -18,900
International Business Machines Corporation 8%- - - 2,155,311 -2,155,311
Marmon Utility, LLC 99.7%- - - 86,293 86,293
Moody's Investors Service 12.9%- - - 137,774 -137,774
National Indemnity Company 100%- - - 12,838 -12,838
Phillips 66 Company 15.6%- - - 750,859 -750,859
U.S. Bancorp 6%- - - 528,971 -528,971
Wells Fargo & Company 10%- - - 1,263,672 -1,263,672
Berkshire Hathaway Energy Company 90%5,820,689 92,471 5,913,160 - --
BHE AltaLink Ltd.100%- 36,413 36,413 - --
Metalogic Inspection Services Inc. (2)0%- 260 260 - - -
Metalogic Inspection Services LLC (2)0%- - - 82,986 - 82,986
BHE Renewables, LLC 100%8,040 82,627 90,667 - --
CalEnergy Generation Operating Company 100%- 44,455 44,455 - --
Cordova Energy Company LLC 100%- 22 22 - --
Imperial Magma LLC 100%- 1,249 1,249 - --
TX Jumbo Road Wind, LLC 100%- 122 122 - --
Walnut Ridge Wind, LLC 100%- 2,999 2,999 - --
BHE U.S. Transmission, LLC 100%15,521 1,496,460 1,511,981 - --
BHE Midcontinent Transmission Holdings, LLC 100%- 41,358 41,358 - --
BHE Southwest Transmission Holdings, LLC 100%- 37,039 37,039 - --
Electric Transmission America, LLC 50%- 1,736 1,736 - --
Electric Transmission Texas, LLC 50%- 153,422 153,422 - --
MidAmerican Central California Transco, LLC 100%- 230,156 230,156 - --
MTL Canyon Holdings, LLC 100%- 419,828 419,828 - --
CalEnergy Philippines various - 1,503 1,503 - --
HomeServices of America, Inc.97.8%- 182,064 182,064 1,412,541 -1,412,541
Iowa Realty Co., Inc.100%- 6,876 6,876 - --
Kern River Gas Transmission Company 100%9,280 87,837 97,117 3,390,978 -3,390,978
MHC Inc.100%126,469 - 126,469 - --
MEC Construction Services Co.100%- 8,850 8,850 - --
MidAmerican Energy Company 100%3,199,195 927,942 4,127,137 - --
Midwest Capital Group, Inc.100%- 451 451 - --
Northern Natural Gas Company 100%26,008 182,555 208,563 - --
Northern Powergrid Holdings Company 100%- 36,902 36,902 - --
NV Energy, Inc.100%364,975 136,652 501,627 - --
Nevada Power Company 100%48,910 102,746 151,656 1,748,100 530,267 2,278,367
Sierra Pacific Power Company 100%5,217 55,799 61,016 60,660 67,474 128,134
MidAmerican Energy Services, LLC 100%- 7,360 7,360 - --
PPW Holdings LLC 100%- - - - --
Energy West Mining Company 100%- - - - 46,860 46,860
Fossil Rock Fuels, LLC 100%- - - - --
Interwest Mining Company 100%- - - 73,113 127,133 200,246
Pacific Minerals, Inc.100%- - - - --
Bridger Coal Company 66.7%- - - 163,469,103 980,399 164,449,502
PacifiCorp Foundation 0%- - - - 127,051 127,051
Trapper Mining Inc.21.4%- - - 10,791,869 4,465 10,796,334
Cottonwood Creek Consolidated Irrigation Company 26%- - - 332,588 -332,588
Ferron Canal & Reservoir Company 37%- - - 1,023,124 -1,023,124
Huntington Cleveland Irrigation Company 34%- - - 528,309 -528,309
Total Affiliated Services by Category 9,624,304$ 4,378,154$ 14,002,458$225,645,494$ 2,830,158$ 228,475,652$
(1) Intercompany Administrative Services Agreement
Summary of transactions included in Section II for the Year Ended December 31, 2016
Services provided pursuant to the IASA (1)Non-IASA goods and services
(2) This entity was an affiliate for only part of the year ended December 31, 2016. Accordingly, the amounts reported reflect only transactions between PacifiCorp and the entity
that occurred during the period the entity was an affiliate. For further information, refer to the entity’s page in this Section II. Transactions.
26
II. Transactions
The following pages include the following information about services(1) rendered by the regulated utility to the
affiliate and vice versa:
x A description of the nature of the transactions
x Total charges or billings
x Information about the basis of pricing, cost of service, the margin of charges over costs, assets allocable to
the services and the overall rate of return on assets
Refer to Appendix A for a discussion of public utility commission orders approving transactions with affiliates.
At times, entities controlled by PacifiCorp directly transact with one another. Additionally, entities controlled by
PacifiCorp may transact directly with Berkshire Hathaway Energy Company (“BHE”) 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.
x “Convenience” payments made to vendors by one entity within the BHE group on behalf of, and charged to,
other entities within the BHE group. Such convenience payments reflect the ability to obtain price discounts as
a result of larger purchasing power.
x Reimbursements by BHE for payments made by PacifiCorp to its employees under the long-term incentive plan
that was maintained by BHE upon vesting of the previously granted awards and reimbursements of payments
related to wages and benefits associated with transferred employees.
Refer to the following page for a summary of the transactions included in this Section II.
(1)In this Section II. Transactions, the term “services” as used in the headers “PacifiCorp Received Services” and
“PacifiCorp Provided Services” encompasses both service and non-service transactions, which may include, but is
not limited to, goods, assets and fees.
27
American Express Travel Related Services Company, Inc.
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Travel arrangement services $ 39,34343 $ --
Totalal $ 39,34343 $ --
Basis of pricingng (a)a)N/AA
Cost of servicece (a)a)N/AA
The margin of charges over coststs (a)a)N/AA
Assets allocable to the serviceses (a)a)N/AA
The overall rate of return on assetsts (a)a)N/AA
(a)American Express Travel Related Services Company, Inc. provides services to PacifiCorp in the normal course of business 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 of its parent company, American Express Company, are included. For further
information on the following financial statements, refer to American Express Company’s Form 10-K for the year ended
December 31, 2016 (File No. 1-7657) at www.sec.gov.
28
December 31 (Millions, except share data) 22016 2015
AAssets
Cash and cash equivalents
Cash and due from banks $$ 33,278 $ 2,935
Interest-bearing deposits in other banks (includes securities purchased under resale
agreements: 2016, $115; 2015, $41) 220,779 19,569
Short-term investment securities 11,151 258
Total cash and cash equivalents 225,208 22,762
Card Member loans and receivables held for sale (includes gross loans and receivables available to settle
obligations of consolidated variable interest entities: 2015, $4,966) — 14,992
Accounts receivable
Card Member receivables (includes gross receivables available to settle obligations of a consolidated
variable interest entity: 2016, $8,874; 2015, $6,649), less reserves: 2016, $467; 2015, $462 446,841 43,671
Other receivables, less reserves: 2016, $45; 2015, $43 33,232 3,024
Loans
Card Member loans (includes gross loans available to settle obligations of a consolidated
variable interest entity: 2016, $26,129; 2015, $23,559), less reserves: 2016, $1,223; 2015, $1,028 664,042 57,545
Other loans, less reserves: 2016, $42; 2015, $20 11,419 1,254
Investment securities 33,157 3,759
Premises and equipment, less accumulated depreciation and amortization: 2016, $5,145; 2015, $6,801 44,433 4,108
Other assets (includes restricted cash of consolidated variable interest entities: 2016, $38; 2015, $155) 110,561 10,069
Total assets $$ 1158,893 $ 161,184
LLiabilities and Shareholders’ Equity
LLiabilities
Customer deposits $$ 553,042 $ 54,997
Travelers Cheques and other prepaid products 22,812 3,247
Accounts payable 111,190 11,822
Short-term borrowings (includes debt issued by a consolidated variable interest entity: 2016, nil; 2015, $100) 55,581 4,812
Long-term debt (includes debt issued by consolidated variable interest entities: 2016, $15,113; 2015, $13,602) 446,990 48,061
Other liabilities 118,777 17,572
Total liabilities $$ 1138,392 $ 140,511
CContingencies and Commitments (Note 13)
SShareholders’ Equity
Preferred shares, $1.662/3 par value, authorized 20 million shares; issued and outstanding 1,600 shares as of
December 31, 2016 and 2015 (Note 17) — —
Common shares, $0.20 par value, authorized 3.6 billion shares; issued and outstanding 904 million shares as
of December 31, 2016 and 969 million shares as of December 31, 2015 1181 194
Additional paid-in capital 112,733 13,348
Retained earnings 110,371 9,665
Accumulated other comprehensive loss
Net unrealized securities gains, net of tax of: 2016, $5; 2015, $32 77 58
Foreign currency translation adjustments, net of tax of: 2016, $24; 2015, $(100) ((2,262) (2,044)
Net unrealized pension and other postretirement benefit losses, net of tax of: 2016, $(186); 2015, $(223) ((529) (548)
Total accumulated other comprehensive loss ((2,784) (2,534)
Total shareholders’ equity 220,501 20,673
Total liabilities and shareholders’ equity $$ 1158,893 $ 161,184
See Notes to Consolidated Financial Statements.
29
Years Ended December 31 (Millions, except per share amounts) 22016 2015 2014
RRevenues
Non-interest revenues
Discount revenue $$ 118,680 $ 19,297 $ 19,389
Net card fees 22,886 2,700 2,712
Other fees and commissions 22,753 2,866 3,626
Other 22,029 2,033 2,989
Total non-interest revenues 226,348 26,896 28,716
IInterest income
Interest on loans 77,205 7,309 6,929
Interest and dividends on investment securities 1131 157 179
Deposits with banks and other 1139 79 71
Total interest income 77,475 7,545 7,179
IInterest expense
Deposits 5598 475 373
Long-term debt and other 11,106 1,148 1,334
Total interest expense 11,704 1,623 1,707
Net interest income 55,771 5,922 5,472
Total revenues net of interest expense 332,119 32,818 34,188
PProvisions for losses
Charge card 6696 737 792
Card Member loans 11,235 1,190 1,138
Other 995 61 114
Total provisions for losses 22,026 1,988 2,044
Total revenues net of interest expense after provisions for losses 330,093 30,830 32,144
EExpenses
Marketing and promotion 33,650 3,109 3,216
Card Member rewards 66,793 6,996 6,931
Card Member services and other 11,133 1,018 822
Salaries and employee benefits 55,259 4,976 6,095
Other, net 55,162 6,793 6,089
Total expenses 221,997 22,892 23,153
Pretax income 88,096 7,938 8,991
Income tax provision 22,688 2,775 3,106
Net income $$ 55,408 $ 5,163 $ 5,885
EEarnings per Common Share —— ((Note 22)(a)
Basic $$ 55.67 $ 5.07 $ 5.58
Diluted $$ 55.65 $ 5.05 $ 5.56
Average common shares outstanding for earnings per common share:
Basic 9933 999 1,045
Diluted 9935 1,003 1,051
(a) Represents net income less (i) earnings allocated to participating share awards of $43 million, $38 million and $46 million for the years ended December 31,
2016, 2015 and 2014, respectively, and (ii) dividends on preferred shares of $80 million, $62 million and nil for the years ended December 31, 2016, 2015 and
2014, respectively.
See Notes to Consolidated Financial Statements.
30
BNSF Railway Company
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Rail services $ 37,213,748 $ -
Right-of-way fees 48,59696 -
Totalal $ 37,262,34444 $ -
Basis of pricingng (a)a)N/AA
Cost of servicece (a)a)N/AA
The margin of charges over coststs (a)a)N/AA
Assets allocable to the serviceses (a)a)N/AA
The overall rate of return on assetsts (a)a)N/AA
(a)Rail services are based on negotiated prices under long-term contracts. Right-of-way fees are based on factors such as square footage.
For further information on the following financial statements, refer to BNSF Railway Company’s Form 10-K for the
year ended December 31, 2016 (File No. 1-6324) at www.sec.gov.
refer t
ov.sec.goov
31
32
33
Charter Communications, Inc.
Affiliated Transactions
For the Period from January 1, 2016 to August 15, 2016 (a)a)
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Television programming and internet $ 8,362 $ -
Joint use services --946,509
Totalal $ 8,36262 $ 946,509
Basis of pricingng (b)b)(c)c)
Cost of servicece (b)b)(c)c)
The margin of charges over coststs (b)b)(c)c)
Assets allocable to the serviceses (b)b)(c)c)
The overall rate of return on assetsts (b)b)(c)c)
(a)During the second quarter of 2016, Berkshire Hathaway’s ownership in Charter Communications, Inc. (“Charter”)decreased to less than five
percent of Charter’s outstanding common shares. Accordingly, this report reflects transactions between PacifiCorp and Charter that occurred
between January 1, 2016 and August 15, 2016 (the date Berkshire Hathaway filed its Form 13-F for the quarter ended June 30, 2016 and its
ownership of Charter became known).
(b)Charter provides services to PacifiCorp in the normal course of business at standard pricing.
(c)Joint use services include the following: Pole attachment rental fees priced in accordance with a formula approved by the Federal
Communications Commission or applicable public utility commission, pole work priced at actual costs incurred by PacifiCorp,inspection and
application fees priced at a standard flat rate, safety sanctions priced in accordance with Oregon Administrative Rule 860-028-0150 and the sale
of pole(s) priced based on asset remaining life value.
For further information on the following financial statements, refer to Charter Communications, Inc.’s Form 10-K for the
year ended December 31, 2016 (File No. 001-33664) at www.sec.gov.
34
35
36
Deere Credit, Inc.
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Equipment rental $ 386,71010 $ --
Totalal $ 386,71010 $ --
Basis of pricingng (a)a)N/AA
Cost of servicece (a)a)N/AA
The margin of charges over coststs (a)a)N/AA
Assets allocable to the serviceses (a)a)N/AA
The overall rate of return on assetsts (a)a)N/AA
(a)Deere Credit, Inc. provides services to PacifiCorp in the normal course of business at standard pricing.
Deere Credit, Inc. is not a public company, and its financial statements are not available. The financial statements of its
parent company, Deere & Company, are included. For further information on the following financial statements, refer to
Deere & Company’s Form 10-K for the year ended October 31, 2016 (File No. 1-4121) at www.sec.gov.
37
38
39
Environment One Corporation
Affiliated Transactions
For the Period from January 29, 2016 to December 31, 2016 (a)a)
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Equipment parts $ 80,74646 $ --
Totalal $ 80,74646 $ --
Basis of pricingng (b)b)N/AA
Cost of servicece (b)b)N/AA
The margin of charges over coststs (b)b)N/AA
Assets allocable to the serviceses (b)b)N/AA
The overall rate of return on assetsts (b)b)N/AA
(a)On January 29, 2016, Berkshire Hathaway acquired Precision Castparts Corp., which wholly owns Environment One Corporation
(“Environment One”). Accordingly, this report reflects transactions between PacifiCorp and Environment One that occurred between
January 29, 2016 and December 31, 2016.
(b)Environment One provides services to PacifiCorp in the normal course of business at standard pricing.
Environment One is not a public company, and its financial statements are not available.
40
FlightSafety International Inc.
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Aviation training $ 18,90000 $ --
Totalal $ 18,90000 $ --
Basis of pricingng (a)a)N/AA
Cost of servicece (a)a)N/AA
The margin of charges over coststs (a)a)N/AA
Assets allocable to the serviceses (a)a)N/AA
The overall rate of return on assetsts (a)a)N/AA
(a)FlightSafety International Inc. provides services to PacifiCorp in the normal course of business at standard pricing.
FlightSafety International Inc. is not a public company, and its financial statements are not available.le.
41
International Business Machines Corporation
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Computer hardware and software and computer systems
maintenance and support services $ 2,155,31111 $ --
Totalal $ 2,155,31111 $ --
Basis of pricingng (a)a)N/AA
Cost of servicece (a)a)N/AA
The margin of charges over coststs (a)a)N/AA
Assets allocable to the serviceses (a)a)N/AA
The overall rate of return on assetsts (a)a)N/AA
(a)International Business Machines Corporation provides services to PacifiCorp in the normal course of business at standard pricing.
For further information on the following financial statements, refer to International Business Machines Corporation’s
Form 10-K for the year ended December 31, 2016 (File No. 1-2360) at www.sec.gov.
42
43
44
Marmon Utility, LLC
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Materials $ 86,293 $ -
Totalal $ 86,293 $ -
Basis of pricingng (a)a)N/AA
Cost of servicece (a)a)N/AA
The margin of charges over coststs (a)a)N/AA
Assets allocable to the serviceses (a)a)N/AA
The overall rate of return on assetsts (a)a)N/AA
(a)Marmon Utility, LLC provides services to PacifiCorp in the normal course of business at standard pricing.
Marmon Utility, LLC is not a public company, and its financial statements are not available.
45
Moody’s Investors Service
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Credit rating services $ 137,77474 $ --
Totalal $ 137,77474 $ --
Basis of pricingng (a)a)N/AA
Cost of servicece (a)a)N/AA
The margin of charges over coststs (a)a)N/AA
Assets allocable to the serviceses (a)a)N/AA
The overall rate of return on assetsts (a)a)N/AA
(a)Moody’s Investors Service provides services to PacifiCorp in the normal course of business at standard pricing.
Moody’s Investors Service is not a public company, and its financial statements are not available. The financial
statements of its parent company, Moody’s Corporation, are included. For further information on the following financial
statements, refer to Moody’s Corporation’s Form 10-K for the year ended December 31, 2016 (File No. 1-14037) at
www.sec.gov. www
46
MOODY’S CORPORATION
CONSOLIDATED BALANCE SHEETS
(Amounts in millions, except share and per share data)
December 31,
2016 2015
ASSETS
Current assets:
Cash and cash equivalents $ 2,051.5 $ 1,757.4
Short-term investments 173.4 474.8
Accounts receivable, net of allowances of $25.7 in 2016 and $27.5 in 2015 887.4 802.0
Deferred tax assets, net —29.3
Other current assets 140.8 179.6
Total current assets 3,253.1 3,243.1
Property and equipment, net 325.9 306.4
Goodwill 1,023.6 976.3
Intangible assets, net 296.4 299.1
Deferred tax assets, net 316.1 137.7
Other assets 112.2 140.4
Total assets $ 5,327.3 $ 5,103.0
LIABILITIES, NONCONTROLLING INTERESTS AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities $ 1,444.3 $ 566.6
Deferred tax liabilities, net —16.7
Current portion of long-term debt 300.0 —
Deferred revenue 683.9 635.2
Total current liabilities 2,428.2 1,218.5
Non-current portion of deferred revenue 134.1 132.5
Long-term debt 3,063.0 3,380.6
Deferred tax liabilities, net 104.3 83.8
Unrecognized tax benefits 199.8 203.4
Other liabilities 425.2 417.2
Total liabilities 6,354.6 5,436.0
Contingencies (Note 19)——
Shareholders’ (deficit) equity:
Preferred stock, par value $.01 per share; 10,000,000 shares authorized; no shares issued and
outstanding ——
Series common stock, par value $.01 per share; 10,000,000 shares authorized; no shares issued
and outstanding ——
Common stock, par value $.01 per share; 1,000,000,000 shares authorized; 342,902,272 shares
issued at December 31, 2016 and December 31, 2015, respectively.3.4 3.4
Capital surplus 477.2 451.3
Retained earnings 6,688.9 6,709.0
Treasury stock, at cost; 152,208,231 and 146,826,744 shares of common stock at December 31,
2016 and December 31, 2015, respectively (8,029.6)(7,389.2)
Accumulated other comprehensive loss (364.9)(339.5)
Total Moody’s shareholders’ deficit (1,225.0)(565.0)
Noncontrolling interests 197.7 232.0
Total shareholders’ deficit (1,027.3)(333.0)
Total liabilities, noncontrolling interests and shareholders’ deficit $ 5,327.3 $ 5,103.0
The accompanying notes are an integral part of the consolidated financial statements.
62 MOODY’S 2016 10-K 47
MOODY’S CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in millions, except per share data)
Year Ended December 31,
2016 2015 2014
Revenue $ 3,604.2 $ 3,484.5 $ 3,334.3
Expenses
Operating 1,026.6 976.3 930.3
Selling, general and administrative 936.4 921.3 869.3
Restructuring 12.0 — —
Depreciation and amortization 126.7 113.5 95.6
Settlement Charge 863.8 — —
Total expenses 2,965.5 2,011.1 1,895.2
Operating income 638.7 1,473.4 1,439.1
Non-operating (expense) income, net
Interest expense, net (137.8) (115.1) (116.8)
Other non-operating income, net 57.1 21.3 35.9
ICRA Gain — — 102.8
Non-operating (expense) income, net (80.7)(93.8)21.9
Income before provision for income taxes 558.0 1,379.6 1,461.0
Provision for income taxes 282.2 430.0 455.0
Net income 275.8 949.6 1,006.0
Less: Net income attributable to noncontrolling interests 9.2 8.3 17.3
Net income attributable to Moody’s $ 266.6 $ 941.3 $ 988.7
Earnings per share
Basic $ 1.38 $ 4.70 $ 4.69
Diluted $ 1.36 $ 4.63 $ 4.61
Weighted average shares outstanding
Basic 192.7 200.1 210.7
Diluted 195.4 203.4 214.7
The accompanying notes are an integral part of the consolidated financial statements.
60 MOODY’S 2016 10-K 48
National Indemnity Company
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Surety bond premium $ 12,838 $ -
Totalal $ 12,838 $ -
Basis of pricingng (a)a)N/AA
Cost of servicece (a)a)N/AA
The margin of charges over coststs (a)a)N/AA
Assets allocable to the serviceses (a)a)N/AA
The overall rate of return on assetsts (a)a)N/AA
(a)National Indemnity Company provides services to PacifiCorp in the normal course of business at standard pricing.
National Indemnity Company is not a public company, and its financial statements are not available.
49
Phillips 66 Company
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Lubricating oil and grease products $ 750,85959 $ --
Totalal $ 750,85959 $ --
Basis of pricingng (a)a)N/AA
Cost of servicece (a)a)N/AA
The margin of charges over coststs (a)a)N/AA
Assets allocable to the serviceses (a)a)N/AA
The overall rate of return on assetsts (a)a)N/AA
(a)Phillips 66 Company provides services to PacifiCorp in the normal course of business at standard pricing.
Phillips 66 Company is not a public company, and its financial statements are not available. The financial statements of
its parent company, Phillips 66, are included. For further information on the following financial statements, refer to
Phillips 66’s Form 10-K for the year ended December 31, 2016 (File No. 001-35349) at www.sec.gov.
50
51
52
U.S. Bancorp
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Banking services $ 528,971 $ -
Totalal $ 528,97171 $ --
Basis of pricingng (a)a)N/AA
Cost of servicece (a)a)N/AA
The margin of charges over coststs (a)a)N/AA
Assets allocable to the serviceses (a)a)N/AA
The overall rate of return on assetsts (a)a)N/AA
(a)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 other certain transactions.
For further information on the following financial statements, refer to U.S. Bancorp’s Form 10-K for the year ended
December 31, 2016 (File No. 1-6880) at www.sec.gov.
53
U.S. Bancorp
Consolidated Balance Sheet
At December 31 (Dollars in Millions)2016 2015
Assets
Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $15,705 $ 11,147
Investment securities
Held-to-maturity (fair value $42,435 and $43,493, respectively). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .42,991 43,590
Available-for-sale ($755 and $1,018 pledged as collateral, respectively)(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66,284 61,997
Loans held for sale (including $4,822 and $3,110 of mortgage loans carried at fair value, respectively). . . . . . . . . . . . .4,826 3,184
Loans
Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .93,386 88,402
Commercial real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43,098 42,137
Residential mortgages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57,274 53,496
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21,749 21,012
Other retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .53,864 51,206
Total loans, excluding covered loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .269,371 256,253
Covered loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3,836 4,596
Total loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .273,207 260,849
Less allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .(3,813) (3,863)
Net loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .269,394 256,986
Premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2,443 2,513
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9,344 9,361
Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3,303 3,350
Other assets (including $314 and $121 of trading securities at fair value pledged as collateral, respectively)(a). . . . . . . .31,674 29,725
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$445,964 $421,853
Liabilities and Shareholders’ Equity
Deposits
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $86,097 $ 83,766
Interest-bearing(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .248,493 216,634
Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .334,590 300,400
Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13,963 27,877
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33,323 32,078
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16,155 14,681
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .398,031 375,036
Shareholders’ equity
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5,501 5,501
Common stock, par value $0.01 a share — authorized: 4,000,000,000 shares; issued: 2016 and 2015 —
2,125,725,742 shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 21
Capital surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8,440 8,376
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .50,151 46,377
Less cost of common stock in treasury: 2016 — 428,813,585 shares; 2015 — 380,534,801 shares . . . . . . . . . . . .(15,280) (13,125)
Accumulated other comprehensive income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .(1,535) (1,019)
Total U.S. Bancorp shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47,298 46,131
Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 635 686
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47,933 46,817
Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$445,964 $421,853
(a) Includes only collateral pledged by the Company where counterparties have the right to sell or pledge the collateral.
(b) lncludes time deposits greater than $250,000 balances of $3.0 billion and $2.6 billion at December 31, 2016 and 2015, respectively.
See Notes to Consolidated Financial Statements.
76 54
U.S. Bancorp
Consolidated Statement of Income
Year Ended December 31 (Dollars and Shares in Millions, Except Per Share Data)2016 2015 2014
Interest Income
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$10,810 $10,059 $10,113
Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154 206 128
Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2,078 2,001 1,866
Other interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125 136 121
Total interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13,167 12,402 12,228
Interest Expense
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 622 457 465
Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 263 245 263
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 754 699 725
Total interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,639 1,401 1,453
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11,528 11,001 10,775
Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,324 1,132 1,229
Net interest income after provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10,204 9,869 9,546
Noninterest Income
Credit and debit card revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,177 1,070 1,021
Corporate payment products revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 712 708 724
Merchant processing services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,592 1,547 1,511
ATM processing services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 338 318 321
Trust and investment management fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,427 1,321 1,252
Deposit service charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 725 702 693
Treasury management fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 583 561 545
Commercial products revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 871 867 854
Mortgage banking revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 979 906 1,009
Investment products fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158 185 191
Securities gains (losses), net
Realized gains (losses), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 1 11
Total other-than-temporary impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6) (1) (7)
Portion of other-than-temporary impairment recognized in other comprehensive income . . . . . . . . . . . . 1 – (1)
Total securities gains (losses), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 – 3
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 993 907 1,040
Total noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9,577 9,092 9,164
Noninterest Expense
Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5,212 4,812 4,523
Employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,119 1,167 1,041
Net occupancy and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 988 991 987
Professional services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 502 423 414
Marketing and business development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 435 361 382
Technology and communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 955 887 863
Postage, printing and supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 311 297 328
Other intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179 174 199
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,975 1,819 1,978
Total noninterest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11,676 10,931 10,715
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8,105 8,030 7,995
Applicable income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2,161 2,097 2,087
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5,944 5,933 5,908
Net (income) loss attributable to noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .(56) (54) (57)
Net income attributable to U.S. Bancorp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,888 $ 5,879 $ 5,851
Net income applicable to U.S. Bancorp common shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,589 $ 5,608 $ 5,583
Earnings per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3.25 $ 3.18 $ 3.10
Diluted earnings per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3.24 $ 3.16 $ 3.08
Dividends declared per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1.070 $ 1.010 $ .965
Average common shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,718 1,764 1,803
Average diluted common shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,724 1,772 1,813
See Notes to Consolidated Financial Statements.
7755
Wells Fargo & Company
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Banking services $ 1,128,022 $ -
Financial transactions related to energy hedging activity (a)135,650 --
Totalal $ 1,263,67272 $ --
Basis of pricingng (b)b)N/AA
Cost of servicece (b)b)N/AA
The margin of charges over coststs (b)b)N/AA
Assets allocable to the serviceses (b)b)N/AA
The overall rate of return on assetsts (b)b)N/AA
(a)Represents the financial impact realized on natural gas swaps during the year ended December 31, 2016. In conjunction with these swap
arrangements, PacifiCorp had no collateral at Wells Fargo at December 31, 2016. Please refer to further discussion below.
(b)Wells Fargo & Company provides financial services to PacifiCorp in the normal course of business at standard pricing for certain transactions
and at negotiated rates below standard pricing for other certain transactions.
The costs incurred with Wells Fargo & Company for the natural gas swaps included above are only one component of
PacifiCorp’s overall risk management process, which is designed to identify, assess, monitor, report, manage and
mitigate each of the various types of risk involved in PacifiCorp's business, including commodity risk. PacifiCorp
manages certain risks, including price risk, relating to its supply of electricity and fuel requirements by entering into
various contracts, which may be accounted for as derivatives and may include forwards, options, swaps and other
agreements. PacifiCorp’s energy costs are subject to numerous operational and economic factors such as planned and
unplanned outages, fuel commodity prices, fuel transportation costs, weather, environmental considerations, transmission
constraints, and wholesale market prices of electricity. For further information regarding PacifiCorp’s risk management
process and hedging activities, including its use of commodity derivative contracts, please refer to PacifiCorp’s Annual
Report on Form 10-K for the year ended December 31, 2016.
For further information on the following financial statements, refer to Wells Fargo & Company’s Form 10-K for the year
ended December 31, 2016 (File No. 001-2979) at www.sec.gov.
56
Financial Statements
Wells Fargo & Company
Wells Fargo & Company and Subsidiaries
Consolidated Statement of Income
Year ended December 31,
(in millions, except per share amounts)2016 2015 2014
Interest income
Trading assets $ 2,506 1,971 1,685
Investment securities 9,248 8,937 8,438
Mortgages held for sale 784 785 767
Loans held for sale 9 19 78
Loans 39,505 36,575 35,652
Other interest income 1,611 990 932
Total interest income 53,663 49,277 47,552
Interest expense
Deposits 1,395 963 1,096
Short-term borrowings 330 64 59
Long-term debt 3,830 2,592 2,488
Other interest expense 354 357 382
Total interest expense 5,909 3,976 4,025
Net interest income 47,754 45,301 43,527
Provision for credit losses 3,770 2,442 1,395
Net interest income after provision for credit losses 43,984 42,859 42,132
Noninterest income
Service charges on deposit accounts 5,372 5,168 5,050
Trust and investment fees 14,243 14,468 14,280
Card fees 3,936 3,720 3,431
Other fees 3,727 4,324 4,349
Mortgage banking 6,096 6,501 6,381
Insurance 1,268 1,694 1,655
Net gains from trading activities 834 614 1,161
Net gains on debt securities (1)942 952 593
Net gains from equity investments (2)879 2,230 2,380
Lease income 1,927 621 526
Other 1,289 464 1,014
Total noninterest income 40,513 40,756 40,820
Noninterest expense
Salaries 16,552 15,883 15,375
Commission and incentive compensation 10,247 10,352 9,970
Employee benefits 5,094 4,446 4,597
Equipment 2,154 2,063 1,973
Net occupancy 2,855 2,886 2,925
Core deposit and other intangibles 1,192 1,246 1,370
FDIC and other deposit assessments 1,168 973 928
Other 13,115 12,125 11,899
Total noninterest expense 52,377 49,974 49,037
Income before income tax expense 32,120 33,641 33,915
Income tax expense 10,075 10,365 10,307
Net income before noncontrolling interests 22,045 23,276 23,608
Less: Net income from noncontrolling interests 107 382 551
Wells Fargo net income $ 21,938 22,894 23,057
Less: Preferred stock dividends and other 1,565 1,424 1,236
Wells Fargo net income applicable to common stock $ 20,373 21,470 21,821
Per share information
Earnings per common share $ 4.03 4.18 4.17
Diluted earnings per common share 3.99 4.12 4.10
Dividends declared per common share 1.515 1.475 1.350
Average common shares outstanding 5,052.8 5,136.5 5,237.2
Diluted average common shares outstanding 5,108.3 5,209.8 5,324.4
(1) Total other-than-temporary impairment (OTTI) losses were $207 million, $136 million and $18 million for the years ended December 31, 2016, 2015 and 2014,respectively. Of total OTTI, losses of $189 million, $183 million and $49 million were recognized in earnings, and losses (reversal of losses) of $18 million, $(47) million and
$(31) million were recognized as non-credit-related OTTI in other comprehensive income for the years ended December 31, 2016, 2015 and 2014, respectively.
(2) Includes OTTI losses of $453 million, $376 million and $273 million for the years ended December 31, 2016, 2015 and 2014, respectively.
The accompanying notes are an integral part of these statements.
13957
Wells Fargo & Company
Wells Fargo & Company and Subsidiaries
Consolidated Balance Sheet
Dec 31,Dec 31,
(in millions, except shares)2016 2015
Assets
Cash and due from banks $ 20,729 19,111
Federal funds sold, securities purchased under resale agreements and other short-term investments 266,038 270,130
Trading assets (1)74,397 64,815
Investment securities:
Available-for-sale, at fair value 308,364 267,358
Held-to-maturity, at cost (fair value $99,155 and $80,567)99,583 80,197
Mortgages held for sale (includes $22,042 and $13,539 carried at fair value) (2)26,309 19,603
Loans held for sale 80 279
Loans (includes $758 and $5,316 carried at fair value) (2)967,604 916,559
Allowance for loan losses (11,419)(11,545)
Net loans 956,185 905,014
Mortgage servicing rights:
Measured at fair value 12,959 12,415
Amortized 1,406 1,308
Premises and equipment, net 8,333 8,704
Goodwill 26,693 25,529
Derivative assets 14,498 17,656
Other assets (includes $3,275 and $3,065 carried at fair value) (1) (2)114,541 95,513
Total assets (3)$ 1,930,115 1,787,632
Liabilities
Noninterest-bearing deposits $ 375,967 351,579
Interest-bearing deposits 930,112 871,733
Total deposits 1,306,079 1,223,312
Short-term borrowings 96,781 97,528
Derivative liabilities 14,492 13,920
Accrued expenses and other liabilities (1)57,189 59,445
Long-term debt 255,077 199,536
Total liabilities (4)1,729,618 1,593,741
Equity
Wells Fargo stockholders' equity:
Preferred stock 24,551 22,214
Common stock – $1-2/3 par value, authorized 9,000,000,000 shares; issued 5,481,811,474 shares 9,136 9,136
Additional paid-in capital 60,234 60,714
Retained earnings 133,075 120,866
Cumulative other comprehensive income (loss)(3,137)297
Treasury stock – 465,702,148 shares and 389,682,664 shares (22,713)(18,867)
Unearned ESOP shares (1,565)(1,362)
Total Wells Fargo stockholders' equity 199,581 192,998
Noncontrolling interests 916 893
Total equity 200,497 193,891
Total liabilities and equity $ 1,930,115 1,787,632
(1) Prior period has been revised to conform to the current period presentation of reporting derivative assets and liabilities separately. See Note 1 (Summary of SignificantAccounting Policies) for more information.(2) Parenthetical amounts represent assets and liabilities for which we have elected the fair value option.
(3) Our consolidated assets at December 31, 2016 and 2015, include the following assets of certain variable interest entities (VIEs) that can only be used to settle the liabilitiesof those VIEs: Cash and due from banks, $168 million and $157 million; Federal funds sold, securities purchased under resale agreements and other short-terminvestments, $74 million and $0 million; Trading assets, $130 million and $0 million; Investment securities, $0 million and $425 million; Net loans, $12.6 billion and $4.8billion; Derivative assets, $1 million and $1 million; Other assets, $452 million and $242 million; and Total assets, $13.4 billion and $5.6 billion, respectively.(4) Our consolidated liabilities at December 31, 2016 and 2015, include the following VIE liabilities for which the VIE creditors do not have recourse to Wells Fargo: Derivativeliabilities, $33 million and $47 million; Accrued expenses and other liabilities, $107 million and $10 million; Long-term debt, $3.7 billion and $1.3 billion; and Totalliabilities, $3.8 billion and $1.4 billion, respectively.
The accompanying notes are an integral part of these statements.
14158
Berkshire Hathaway Energy Company
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)
”)$ 5,820,689 $ 92,471
Totalal $ 5,820,86969 $ 92,47171
Basis of pricingng (a)a)(a)a)
Cost of servicece (a)a)(a)a)
The margin of charges over coststs Nonene Nonene
Assets allocable to the serviceses Nonene Nonene
The overall rate of return on assetsts Nonene Nonene
(a)(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amounts in the table above reflect the cost of the services.
Refer
es.
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 Berkshire Hathaway Energy Company
(“BHE”) combined or consolidated state income tax returns. PacifiCorp’s provision for income taxes has been computed
on a stand-alone basis. PacifiCorp remits federal and certain state income tax payments to PPW Holdings, LLC. PPW
Holdings, LLC then remits income tax payments to BHE, and BHE remits any federal income tax payments to Berkshire
Hathaway Inc. At December 31, 2016, PPW Holdings, LLC owed PacifiCorp $19,047,363 and Pacific Minerals, Inc.
owed PPW Holdings, LLC $2,305,930 under this arrangement.
For further information on the following financial statements, refer to Berkshire Hathaway Energy Company’s
Form 10-K for the year ended December 31, 2016 (File No. 001-14881) at www.sec.gov. PacifiCorp is included in the
following financial statements as a consolidated subsidiary of BHE.
59
60
61
62
BHE AltaLink Ltd.
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ --$ 36,41313
Totalal $ --$ 36,41313
Basis of pricingng N/AA (a)a)
Cost of servicece N/AA (a)a)
The margin of charges over coststs N/AA Nonene
Assets allocable to the serviceses N/AA Nonene
The overall rate of return on assetsts N/AA Nonene
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services.
Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of BHE
AltaLink Ltd.
63
Metalogic Inspection Services Inc.
Affiliated Transactions
For the Period from January 1, 2016 to September 30, 2016 (a)
Account Description
PacifiCorp Received
Services
PacifiCorp Provided
Services
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”) $ - $ 260
Total $ - $ 260
Basis of pricing N/A (b)
Cost of service N/A (b)
The margin of charges over costs N/A None
Assets allocable to the services N/A None
The overall rate of return on assets N/A None
(a) Metalogic Inspection Services Inc. (“Metalogic”) is an Alberta, Canada, corporation which was an indirect wholly owned subsidiary of BHE
when BHE sold Metalogic on September 30, 2016, and it ceased being an affiliate of PacifiCorp. Accordingly, this report reflects transactions
between PacifiCorp and Metalogic that occurred between January 1, 2016 and September 30, 2016.
(b) Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services.
Metalogic is not a public company, and its financial statements are not available.
64
Metalogic Inspection Services, LLC
Affiliated Transactions
For the Period from January 1, 2016 to September 30, 2016 (a)
Account Description
PacifiCorp Received
Services
PacifiCorp Provided
Services
Inspection services and equipment $ 82,986 $ -
Total $ 82,986 $ -
Basis of pricing (b) N/A
Cost of service (b) N/A
The margin of charges over costs (b) N/A
Assets allocable to the services (b) N/A
The overall rate of return on assets (b) N/A
(a) Metalogic Inspection Services, LLC (“Metalogic LLC”) is a wholly owned subsidiary of Metalogic Inspection Services, Inc (“Metalogic”). On
September 30, 2016, BHE sold Metalogic and Metalogic LLC ceased being an affiliate of PacifiCorp. Accordingly, this report reflects
transactions between PacifiCorp and Metalogic LLC that occurred between January 1, 2016 and September 30, 2016.
(b) Metalogic LLC provides services to PacifiCorp in the normal course of business at standard pricing.
Metalogic LLC is not a public company, and its financial statements are not available.
65
BHE Renewables, LLC
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ 8,04040 $ 82,62727
Totalal $ 8,04040 $ 82,62727
Basis of pricingng (a)a)(a)a)
Cost of servicece (a)a) (a)a)
The margin of charges over coststs Nonene Nonene
Assets allocable to the serviceses Nonene Nonene
The overall rate of return on assetsts Nonene Nonene
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amounts in the table above reflect the cost of the services.
Refer to the financial statements of Berkshire Hathaway Energy Company, the parent company of BHE Renewables,
LLC.
66
CalEnergy Generation Operating Company
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ --$ 44,45555
Totalal $ --$ 44,45555
Basis of pricingng N/AA (a)a)
Cost of servicece N/AA (a)a)
The margin of charges over coststs N/AA Nonene
Assets allocable to the serviceses N/AA Nonene
The overall rate of return on assetsts N/AA Nonene
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services.
Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of CalEnergy
Generation Operating Company.
nts of
y.
67
Cordova Energy Company, LLC
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ --$ 2222
Totalal $ --$ 2222
Basis of pricingng N/AA (a)a)
Cost of servicece N/AA (a)a)
The margin of charges over coststs N/AA Nonene
Assets allocable to the serviceses N/AA Nonene
The overall rate of return on assetsts N/AA Nonene
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services.
Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of Cordova
Energy Company, LLC.
68
Imperial Magma LLC
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ --$ 1,24949
Totalal $ --$ 1,24949
Basis of pricingng N/AA (a)a)
Cost of servicece N/AA (a)a)
The margin of charges over coststs N/AA Nonene
Assets allocable to the serviceses N/AA Nonene
The overall rate of return on assetsts N/AA Nonene
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section
VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services.
Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of Imperial
Magma LLC.
69
TX Jumbo Road Wind, LLC
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ --$ 12222
Totalal $ --$ 12222
Basis of pricingng N/AA (a)a)
Cost of servicece N/AA (a)a)
The margin of charges over coststs N/AA Nonene
Assets allocable to the serviceses N/AA Nonene
The overall rate of return on assetsts N/AA Nonene
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services.
Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of TX Jumbo
Road Wind, LLC.
70
Walnut Ridge Wind, LLC
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ --$ 2,99999
Totalal $ --$ 2,99999
Basis of pricingng N/AA (a)a)
Cost of servicece N/AA (a)a)
The margin of charges over coststs N/AA Nonene
Assets allocable to the serviceses N/AA Nonene
The overall rate of return on assetsts N/AA Nonene
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section
VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services.
Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of Walnut Ridge
Wind, LLC.
71
BHE U.S. Transmission, LLC
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ 15,52121 $ 1,496,46060
Totalal $ 15,52121 $ 1,496,46060
Basis of pricingng (a)a)(a)a)
Cost of servicece (a)a)(a)a)
The margin of charges over coststs Nonene Nonene
Assets allocable to the serviceses Nonene Nonene
The overall rate of return on assetsts Nonene Nonene
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amounts in the table above reflect the cost of the services.
Refer to the financial statements of Berkshire Hathaway Energy Company, the parent company of BHE U.S.
Transmission, LLC.
72
BHE Midcontinent Transmission Holdings, LLC
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ --$ 41,35858
Totalal $ --$ 41,35858
Basis of pricingng N/AA (a)a)
Cost of servicece N/AA (a)a)
The margin of charges over coststs N/AA Nonene
Assets allocable to the serviceses N/AA Nonene
The overall rate of return on assetsts N/AA Nonene
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services.
Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of BHE
Midcontinent Transmission Holdings, LLC.
73
BHE Southwest Transmission Holdings, LLC
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ --$ 37,03939
Totalal $ --$ 37,03939
Basis of pricingng N/AA (a)a)
Cost of servicece N/AA (a)a)
The margin of charges over coststs N/AA Nonene
Assets allocable to the serviceses N/AA Nonene
The overall rate of return on assetsts N/AA Nonene
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services.
Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of BHE
Southwest Transmission Holdings, LLC.
74
Electric Transmission America, LLC
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ --$ 1,73636
Totalal $ --$ 1,73636
Basis of pricingng N/AA (a)a)
Cost of servicece N/AA (a)a)
The margin of charges over coststs N/AA Nonene
Assets allocable to the serviceses N/AA Nonene
The overall rate of return on assetsts N/AA Nonene
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services.
Electric Transmission America, LLC is not a consolidated subsidiary of Berkshire Hathaway Energy Company nor is it a
public company. Accordingly, its financial statements are not available.
75
Electric Transmission Texas, LLC
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ --$ 153,42222
Totalal $ --$ 153,42222
Basis of pricingng N/AA (a)a)
Cost of servicece N/AA (a)a)
The margin of charges over coststs N/AA Nonene
Assets allocable to the serviceses N/AA Nonene
The overall rate of return on assetsts N/AA Nonene
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services.
Electric Transmission Texas, LLC is not a consolidated subsidiary of Berkshire Hathaway Energy Company nor is it a
public company. Accordingly, its financial statements are not available.
76
Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of MidAmerican
Central California Transco, LLC.
MidAmerican Central California Transco, LLC
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ --$ 230,15656
Totalal $ --$ 230,15656
Basis of pricingng N/AA (a)a)
Cost of servicece N/AA (a)a)
The margin of charges over coststs N/AA Nonene
Assets allocable to the serviceses N/AA Nonene
The overall rate of return on assetsts N/AA Nonene
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services.
77
Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of MTL Canyon
Holdings, LLC.
MTL Canyon Holdings, LLC
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ --$ 419,82828
Totalal $ --$ 419,82828
Basis of pricingng N/AA (a)a)
Cost of servicece N/AA (a)a)
The margin of charges over coststs N/AA Nonene
Assets allocable to the serviceses N/AA Nonene
The overall rate of return on assetsts N/AA Nonene
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services.
78
CalEnergy Philippines
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ --$ 1,50303
Totalal $ --$ 1,50303
Basis of pricingng N/AA (a)a)
Cost of servicece N/AA (a)a)
The margin of charges over coststs N/AA Nonene
Assets allocable to the serviceses N/AA Nonene
The overall rate of return on assetsts N/AA Nonene
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services.
Refer to the financial statements of Berkshire Hathaway Energy Company, the parent company of CalEnergy
Philippines.
the f
s. Phili
79
HomeServices of America, Inc.
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Employee relocation services $ 1,412,54141 $ --
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)--182,06464
Totalal $ 1,412,54141 $ 182,06464
Basis of pricingng (a)a)(b)b)
Cost of servicece (a)a)(b)b)
The margin of charges over coststs (a)a)Nonene
Assets allocable to the serviceses (a)a)Nonene
The overall rate of return on assetsts (a)a)Nonene
(a)a)HomeServices of America, Inc. (“HomeServices”) charges PacifiCorp a flat fee of $350 per relocation and $600 per missed referral for its
services, plus the actual costs of services procured from its vendors and service providers.
350
s.
(b)b)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services.
Refe
s.
Excluded from the table above are services provided by HomeServices of America, Inc. to Bridger Coal Company in the
amount of $388,670.
Refer to the financial statements of Berkshire Hathaway Energy Company, the parent company of HomeServices of
America, Inc.
e finan
nc.
80
Iowa Realty Co., Inc.
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ --$ 6,87676
Totalal $ --$ 6,87676
Basis of pricingng N/AA (a)a)
Cost of servicece N/AA (a)a)
The margin of charges over coststs N/AA Nonene
Assets allocable to the serviceses N/AA Nonene
The overall rate of return on assetsts N/AA Nonene
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services.
Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of Iowa Realty
Co., Inc.
o the
c.
81
Kern River Gas Transmission Company
Affiliated Transactions
For the Year Ended December 31, 2016
Account Description
PacifiCorp Received
Services
PacifiCorp Provided
Services
Natural gas transportation services (a) $ 3,084,724 $ -
Lease of temporary construction workspace (b) 306,254 -
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”) (c) 9,280 87,837
Total $ 3,400,258 $ 87,837
Basis of pricing (a), (c) (b), (c)
Cost of service (a), (c) (b), (c)
The margin of charges over costs None, (a) None, (b)
Assets allocable to the services None, (a) None, (b)
The overall rate of return on assets None, (a) None, (b)
(a) Natural gas transportation services are priced at a tariff rate on file with the Federal Energy Regulatory Commission (“FERC”), or as priced in a
negotiated rate transportation service agreement filed with and approved by the FERC.
(b) The lease of temporary construction workspace was priced based on fair market value of the property.
(c) Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amounts in the table above reflect the cost of the services.
82
83
84
MHC Inc.
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ 126,46969 $ --
Totalal $ 126,46969 $ --
Basis of pricingng (a)a)N/AA
Cost of servicece (a)a)N/AA
The margin of charges over coststs Nonene N/AA
Assets allocable to the serviceses Nonene N/AA
The overall rate of return on assetsts Nonene N/AA
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services.
For further information on the following financial statements, refer to MidAmerican Funding, LLC’s Form 10-K for the
year ended December 31, 2016 (File No. 333-90553) at www.sec.gov.
85
86
87
88
MEC Construction Services Co.
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ --$ 8,85050
Totalal $ --$ 8,85050
Basis of pricingng N/AA (a)a)
Cost of servicece N/AA (a)a)
The margin of charges over coststs N/AA Nonene
Assets allocable to the serviceses N/AA Nonene
The overall rate of return on assetsts N/AA Nonene
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services.
Refer to the financial statements of MHC Inc., the parent company of MEC Construction Services Co. Refe
89
MidAmerican Energy Company
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”) (a)$ 3,199,195 $ 927,942
Totalal $ 3,199,19595 $ 927,94242
Basis of pricingng (b)b)(b)b)
Cost of servicece (b)b)(b)b)
The margin of charges over coststs Nonene Nonene
Assets allocable to the serviceses Nonene Nonene
The overall rate of return on assetsts Nonene Nonene
(a) PacifiCorp received services includes $3,390 of amounts that were ultimately reimbursed by joint owners of PacifiCorp’s generating facilities.
(b)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amounts in the table above reflect the cost of the services.
The following items are excluded from the table above:
x Services provided by MidAmerican Energy Company to Bridger Coal Company in the amount of $463.
For further information on the following financial statements, refer to MidAmerican Energy Company’s Form 10-K for
the year ended December 31, 2016 (File No. 333-15387) at www.sec.gov.
90
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92
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93
Midwest Capital Group, Inc.
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ --$ 45151
Totalal $ --$ 45151
Basis of pricingng N/AA (a)a)
Cost of servicece N/AA (a)a)
The margin of charges over coststs N/AA Nonene
Assets allocable to the serviceses N/AA Nonene
The overall rate of return on assetsts N/AA Nonene
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services.
Refer to the financial statements of MHC Inc., the parent company of Midwest Capital Group, Inc.
94
Northern Natural Gas Company
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ 26,00808 $ 182,55555
Totalal $ 26,00808 $ 182,55555
Basis of pricingng (a)a)(a)a)
Cost of servicece (a)a)(a)a)
The margin of charges over coststs Nonene Nonene
Assets allocable to the serviceses Nonene Nonene
The overall rate of return on assetsts Nonene Nonene
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amounts in the table above reflect the cost of the services.
For further information on the following financial statements, refer to the Northern Natural Gas Company Financial
Statements for the year ended December 31, 2016 at www.berkshirehathawayenergyco.com. State
95
3
Northern Natural Gas Company
Balance Sheets
(Amounts in thousands, except share data)
As of December 31,
2016 2015
ASSETS
Current assets:
Cash and cash equivalents $ 48,398 $ 27,523
Accounts receivable, net 75,147 65,380
Accounts receivable from affiliates 8,708 7,989
Notes receivable from BHE 155,000 155,000
Transportation and exchange gas receivables 12,028 4,813
Inventories 28,314 26,840
Income tax receivable — 43,508
Other current assets 10,057 9,764
Total current assets 337,652 340,817
Property, plant and equipment, net 2,812,523 2,680,579
Regulatory assets 150,436 161,336
Other assets 40,969 41,060
Total assets $ 3,341,580 $ 3,223,792
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 44,312 $ 30,736
Accounts payable to affiliates 1,253 967
Accrued interest 12,260 12,260
Accrued property, income and other taxes 55,501 50,484
Transportation and exchange gas payables 10,630 3,669
Derivative contracts 14,025 11,823
Other current liabilities 35,446 29,611
Total current liabilities 173,427 139,550
Regulatory liabilities 25,393 24,202
Derivative contracts 50,507 62,660
Asset retirement obligations 32,676 30,994
Long-term debt 795,478 795,024
Deferred income taxes 832,758 739,717
Other long-term liabilities 21,923 21,606
Total liabilities 1,932,162 1,813,753
Commitments and contingencies (Notes 9 and 12)
Shareholder's equity:
Series A preferred stock - 1,000 shares authorized, $0.01 par value, no shares issued and outstanding — —
Common stock - 10,000 shares authorized, $1.00 par value, 1,002 shares issued and outstanding 1 1
Additional paid-in capital 981,868 981,868
Retained earnings 427,549 428,170
Total shareholder's equity 1,409,418 1,410,039
Total liabilities and shareholder's equity $ 3,341,580 $ 3,223,792
The accompanying notes are an integral part of these financial statements.
96
4
Northern Natural Gas Company
Statements of Income
(Amounts in thousands)
Years Ended December 31,
2016 2015
Operating revenue:
Transportation $ 556,768 $ 557,969
Storage 68,701 61,771
Gas, liquids and other sales 10,950 35,831
Total operating revenue 636,419 655,571
Operating costs and expenses:
Operating and maintenance 196,499 193,464
Cost of gas and liquids sales 16,577 39,009
Depreciation and amortization 74,360 70,201
Taxes, other than income taxes 52,342 55,434
Total operating costs and expenses 339,778 358,108
Operating income 296,641 297,463
Other income (expense):
Interest expense, net (38,721)(40,269)
Interest income 1,779 1,208
Other, net 6,423 7,875
Total other income (expense)(30,519)(31,186)
Income before income tax expense 266,122 266,277
Income tax expense 106,743 105,824
Net income $ 159,379 $ 160,453
The accompanying notes are an integral part of these financial statements.
97
Northern Powergrid Holdings Company
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ --$ 36,90202
Totalal $ --$ 36,90202
Basis of pricingng N/AA (a)a)
Cost of servicece N/AA (a)a)
The margin of charges over coststs N/AA Nonene
Assets allocable to the serviceses N/AA Nonene
The overall rate of return on assetsts N/AA Nonene
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services.
Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of Northern
Powergrid Holdings Company.
ents o
yPowergrid Holdings Companyy.
98
NV Energy, Inc.
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ 364,97575 $ 136,65252
Totalal $ 364,97575 $ 136,65252
Basis of pricingng (a)a)(a)a)
Cost of servicece (a)a)(a)a)
The margin of charges over coststs Nonene Nonene
Assets allocable to the serviceses Nonene Nonene
The overall rate of return on assetsts Nonene Nonene
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amounts in the table above reflect the cost of the services.
For further information on the following financial statements, refer to the NV Energy, Inc. and Subsidiaries Consolidated
Financial Statements (Unaudited) for the year ended December 31, 2016 at www.berkshirehathawayenergyco.com.
olidat
m.
99
2
NV ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Amounts in millions, except share data)
As of December 31,
2016 2015
ASSETS
Current assets:
Cash and cash equivalents $ 330 $ 634
Accounts receivable, net 293 363
Inventories 118 119
Regulatory assets 45 —
Other current assets 51 59
Total current assets 837 1,175
Property, plant and equipment, net 9,819 9,762
Regulatory assets 1,410 1,487
Other assets 64 54
Total assets $ 12,130 $ 12,478
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 234 $ 270
Accrued interest 66 71
Accrued property, income and other taxes 35 43
Regulatory liabilities 106 251
Current portion of long-term debt and financial and capital lease obligations 18 678
Customer deposits 95 75
Other current liabilities 50 39
Total current liabilities 604 1,427
NV Energy long-term debt 313 313
Subsidiary long-term debt and financial and capital lease obligations 4,201 3,809
Regulatory liabilities 637 534
Deferred income taxes 2,035 1,852
Other long-term liabilities 405 449
Total liabilities 8,195 8,384
Commitments and contingencies (Note 14)
Shareholder's equity:
Common stock - 1,000 shares authorized, $0.01 par value, 1 share issued and outstanding — —
Other paid-in capital 3,128 3,128
Retained earnings 811 970
Accumulated other comprehensive loss, net (4)(4)
Total shareholder's equity 3,935 4,094
Total liabilities and shareholder's equity $ 12,130 $ 12,478
The accompanying notes are an integral part of the consolidated financial statements.
100
3
NV ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Amounts in millions)
Years Ended December 31,
2016 2015
Operating revenue:
Regulated electric $ 2,785 $ 3,212
Regulated natural gas 110 137
Nonregulated — 2
Total operating revenue 2,895 3,351
Operating costs and expenses:
Cost of fuel, energy and capacity 1,033 1,458
Natural gas purchased for resale 55 84
Operating and maintenance 568 543
Depreciation and amortization 421 410
Property and other taxes 62 60
Total operating costs and expenses 2,139 2,555
Operating income 756 796
Other income (expense):
Interest expense (259) (272)
Allowance for borrowed funds 8 5
Allowance for equity funds 1 6
Other, net 29 25
Total other income (expense)(221) (236)
Income before income tax expense 535 560
Income tax expense 194 200
Net income $ 341 $ 360
The accompanying notes are an integral part of these consolidated financial statements.
101
Nevada Power Company
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Wholesale energy purchases $ 406,71515 $ --
Transmission line losses 92,769 -
Settlement adjustment (13,658)-
Electricity transmission services 1,035,954 30,501
Transmission ancillary services 140,539 710
Operations and maintenance on Harry Allen substation (a)85,781 -
Wholesale energy sales -499,056
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)
”)48,91010 102,74646
Totalal $ 1,797,01010 $ 633,01313
Basis of pricingng (b)b)(b)b)(c)c)
Cost of servicece (b)b)(b)b)(c)c)
The margin of charges over coststs (b)b)(b)b)N/AA
Assets allocable to the serviceses (b)b)(b)b)N/AA
The overall rate of return on assetsts (b)b)(b)b)N/AA
(a)In previous years, PacifiCorp paid Nevada Power Company (“Nevada Power”) for the construction of transmission 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 $17,449,844 ($12,380,885 net of accumulated depreciation) as of December 31, 2016.
PacifiCorp pays Nevada Power for its share of the costs to operate and maintain these assets.
(b)Wholesale energy purchases and sales are priced based on a negotiated rate capped by the selling entity’s cost. Electricity transmission services
and transmission ancillary services provided by Nevada Power are priced pursuant to Nevada Power’s Open Access Transmission Tariff
(“OATT”).Electricity transmission services provided by PacifiCorp are priced based on a formula rate on file with the Federal Energy
Regulatory Commission (“FERC”). Transmission ancillary services provided by PacifiCorp are priced pursuant to PacifiCorp’s OATT
Schedules.Operations and maintenance costs are ultimately based on PacifiCorp’s share of actual operations and maintenance costs incurred.
(c)(c)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services.
Refer t
es.
For further information on the following financial statements, refer to Nevada Power Company’s Form 10-K for the year
ended December 31, 2016 (File No. 000-52378) at www.sec.gov.
102
103
104
Sierra Pacific Power Company
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Wholesale energy purchases $ 3,894 $ -
Electricity transmission services 44,188 -
Transmission ancillary services 5,939 6,265
Electricity transmission service over agreed-upon facilities -53,256
Reserve share 6,639 7,953
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)5,21717 55,79999
Totalal $ 65,87777 $ 123,27373
Basis of pricingng (a)a)(b)b)(a)a)(b)b)
Cost of servicece (a)a)(b)b)(a)a)(b)b)
The margin of charges over coststs (a)a)N/AA (a)a)N/AA
Assets allocable to the serviceses (a)a)N/AA (a)a)N/AA
The overall rate of return on assetsts (a)a)N/AA (a)a)N/AA
(a)Wholesale energy purchases are priced based on negotiated rates capped by the selling entity’s cost. Electricity transmission services provided
by Sierra Pacific Power Company (“Sierra Pacific”) are priced pursuant to Sierra Pacific’s Open Access Transmission Tariff (“OATT”).
Reserve share is at standard pricing based on the Northwest Power Pool Reserve Sharing Agreement.Electricity transmission services over
agreed-upon facilities are priced based on a rate schedule negotiated per the contract between PacifiCorp and Sierra Pacific.
(b)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII
for discussion of amounts that were based on allocation factors. The amounts in the table above reflect the cost of the services.
For further information on the following financial statements, refer to Sierra Pacific Power Company’s Form 10-K for
the year ended December 31, 2016 (File No. 000-00508) at www.sec.gov.
105
106
107
MidAmerican Energy Services
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp
Received Serviceses
PacifiCorp
Provided Serviceses
Administrative services under the Intercompany
Administrative Services Agreement (“IASA”)$ --$ 7,36060
Totalal $ --$ 7,36060
Basis of pricingng N/AA (a)a)
Cost of servicece N/AA (a)a)
The margin of charges over coststs N/AA Nonene
Assets allocable to the serviceses N/AA Nonene
The overall rate of return on assetsts N/AA Nonene
(a)Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section
VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of the services.
Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of MidAmerican
Energy Services.
ancial
s.Ener
108
PPW Holdings, LLC
Affiliate Transactions
For the Year Ended December 31, 2016
Account Descriptionon
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
Provid
es
N/A $ -$ -
Total $ -$ -
Basis of pricingng N/AA N/AA
Cost of servicece N/AA N/AA
The margin of charges over coststs N/AA N/AA
Assets allocable to the serviceses N/AA N/AA
The overall rate of return on assetsts N/AA N/AA
During the year ended December 31, 2016, PacifiCorp paid dividends of $875,000,000 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 Berkshire Hathaway Energy Company
(“BHE”) combined or consolidated state income tax returns. PacifiCorp’s provision for income taxes has been computed
on a stand-alone basis. PacifiCorp remits federal and certain state income tax payments to PPW Holdings, LLC. PPW
Holdings, LLC then remits income tax payments to BHE, and BHE remits any federal income tax payments to Berkshire
Hathaway Inc. At December 31, 2016, PPW Holdings, LLC owed PacifiCorp $19,047,363 and Pacific Minerals, Inc.
owed PPW Holdings, LLC $2,305,930 under this arrangement. owed PPW Holdings, LLC $2,305,930
109
Current assets:
Accounts receivable, net 3,399$
Amounts due from affiliates 84
Total current assets 3,483
Investment in subsidiaries 7,399,455
Goodwill 1,126,641
Other assets 36,612
Total assets 8,566,192$
Current liabilities:
Accounts payable 25$
Total current liabilities 25
Equity:
Common stock -
Additional paid-in capital 6,217,086
Retained earnings 2,345,910
Accumulated other comprehensive income, net 3,171
Total equity 8,566,167
Total liabilities and equity 8,566,192$
-
LIABILITIES AND EQUITY
PPW HOLDINGS LLC
BALANCE SHEET
December 31, 2016
(Amounts in thousands)
ASSETS
110
Operating revenue -$
Operating costs and expenses:
Energy costs (13,526)
Operations and maintenance (293)
Depreciation and amortization 12,928
Total operating costs and expenses (891)
Operating income 891
Other income (expense):
Interest expense (598)
Interest income 2,412
Other 762,510
Total other income (expense)764,324
Income before income tax benefit 765,215
Income tax benefit (960)
Net income 766,175
Net income attributable to noncontrolling interests 162
Net income attributable to PPW Holdings LLC 766,013$
PPW HOLDINGS LLC
STATEMENT OF OPERATIONS
For the Year Ended December 31, 2016
(Amounts in thousands)
111
Energy West Mining Company
Intercompany Transactions
For the Year Ended December 31, 2016
Account Description
PacifiCorp Received
Services
PacifiCorp Provided
Services
Information technology and administrative services $ - 46,860
Total $ - $ 46,860
Basis of pricing N/A (a)
Cost of service N/A (a)
The margin of charges over costs None None
Assets allocable to the services None None
The overall rate of return on assets None None
(a) 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.
Energy West Mining Company is a wholly owned subsidiary of PacifiCorp.
112
Current assets:
Cash and cash equivalents 95$
Accounts receivable, net 20
Amounts due from affiliates 415
Other current assets 1
Total current assets 531
Other assets:
Long-term notes receivable - affiliates 115,119
Total other assets 115,119
Total assets 115,650$
Current liabilities:
Accounts payable 303$
Accrued employee expenses 214
Accrued property and other taxes 13
Total current liabilities 530
Non-current liabilities:
Pension and post-retirement obligations 115,119
Total non-current liabilities 115,119
Total liabilities 115,649
Equity:
Common stock 1
Additional paid-in capital -
Total equity 1
Total liabilities and equity 115,650$
-
LIABILITIES AND EQUITY
ENERGY WEST MINING COMPANY
BALANCE SHEET
December 31, 2016
(Amounts in thousands)
ASSETS
113
Fossil Rock Fuels, LLC
Intercompany Transactionss
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
N/A $ --$ --
Totalal $ --$ --
Basis of pricingng N/AA N/AA
Cost of servicece N/AA N/AA
The margin of charges over coststs N/AA N/AA
Assets allocable to the serviceses N/AA N/AA
The overall rate of return on assetsts N/AA N/AA
During the year ended December 31, 2016, Fossil Rock Fuels, LLC, a wholly owned subsidiary of PacifiCorp, paid
dividends of $3,463,925 to PacifiCorp.
114
Current assets:
Cash and cash equivalents 1,020$
Accounts receivable, net 2,000
Total current assets 3,020
Notes receivable-noncurrent 27,000
Total assets 30,020$
Equity:
Common stock -$
Additional paid-in capital 29,505
Retained earnings 515
Total equity 30,020
Total liabilities and equity 30,020$
-
LIABILITIES AND EQUITY
FOSSIL ROCK FUELS, LLC
BALANCE SHEET
December 31, 2016
(Amounts in thousands)
ASSETS
115
Operating revenue -$
Operations and maintenance 4
Operating Loss (4)
Other income (expense):
Interest income 2,122
Total other income (expense)2,122
Income before income tax benefit 2,118
Income tax benefit -
Net Income 2,118$
FOSSIL ROCK FUELS, LLC
STATEMENT OF OPERATIONS
For the Year Ended December 31, 2016
(Amounts in thousands)
116
Interwest Mining Company
Intercompany Transactions
For the Year Ended December 31, 2016
Account Description
PacifiCorp Received
Services
PacifiCorp Provided
Services
Administrative support services $ 73,113 $ -
Financial support services and employee benefits - 127,133
Total $ 73,113 $ 127,133
Basis of pricing (a) (b)
Cost of service (a) (b)
The margin of charges over costs None None
Assets allocable to the services None None
The overall rate of return on assets None None
(a) Under the terms of a services agreement between PacifiCorp and Interwest Mining Company (“Interwest Mining”), administrative support
services provided by Interwest Mining are fully absorbed by PacifiCorp and its affiliates, and charges for the services are based on labor,
benefits and operational cost. No profit is allowed.
(b) Costs incurred by PacifiCorp on behalf of subsidiaries are charged at direct cost. Labor is charged at PacifiCorp’s fully loaded cost plus
administrative and general expense.
Interwest Mining is a wholly owned subsidiary of PacifiCorp.
The following items are excluded from the table above:
Management fees charged by Pacific Minerals, Inc. (“PMI”) in the amount of $691,248. The amount charged to
PMI was then charged by PMI to Bridger Coal Company.
117
Current assets:
Amounts due from affiliates 223$
Total assets 223$
Current liabilities:
Accrued employee expenses 217$
Accrued property and other taxes 5
Total liabilities 222
Equity:
Common stock 1
Additional paid-in-capital -
Total equity 1
Total liabilities and equity 223$
-
LIABILITIES AND EQUITY
INTERWEST MINING COMPANY
BALANCE SHEET
December 31, 2016
(Amounts in thousands)
ASSETS
118
Pacific Minerals, Inc.
Intercompany Transactions
For the Year Ended December 31, 2016
Account Description
PacifiCorp Received
Services
PacifiCorp Provided
Services
(a) $ - $ -
Total $ - $ -
Basis of pricing N/A N/A
Cost of service N/A N/A
The margin of charges over costs N/A N/A
Assets allocable to the services N/A N/A
The overall rate of return on assets N/A N/A
(a) Refer to Section III for information regarding loans and associated interest between PacifiCorp and Pacific Minerals, Inc. (“PMI”).
PMI is a wholly owned subsidiary of PacifiCorp.
The following items are excluded from the table above:
Management fees in the amount of $691,248 that were charged by Interwest Mining Company to PMI, and then
charged by PMI to Bridger Coal Company (“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% share of this payroll expense in
the cost of fuel.
During the year ended December 31, 2016, Bridger Coal made equity distributions to PMI and PMI made equity
contributions to Bridger Coal for a net distribution of $47,431,223.
During the year ended December 31, 2016, PMI paid a dividend of $55,000,000 to PacifiCorp.
PacifiCorp is party to an income tax-sharing arrangement and is part of the Berkshire Hathaway Inc. United States
federal income tax return. For certain state income taxes, PacifiCorp is part of Berkshire Hathaway Energy Company
(“BHE”) combined or consolidated state income tax returns. PacifiCorp’s provision for income taxes has been computed
on a stand-alone basis. PacifiCorp remits federal and certain state income tax payments to PPW Holdings, LLC. PPW
Holdings, LLC then remits income tax payments to BHE, and BHE remits any federal income tax payments to Berkshire
Hathaway Inc. At December 31, 2016, PMI owed PPW Holdings, LLC $2,305,930 under this arrangement.
119
Current assets:
Cash and cash equivalents 829$
Accounts receivable, net 7
Amounts due from affiliates 7,168
Total current assets 8,004
Investment in unconsolidated subsidiaries 164,598
Total assets 172,602$
Current liabilities:
Accounts payable (1)$
Amounts due to affiliates 1,674
Accrued employee expenses 3,537
Accrued property and other taxes 124
Total current liabilities 5,334
Deferred income taxes 10,209
Total liabilities 15,543
Equity:
Common stock -
Additional paid-in capital 47,960
Retained earnings 109,099
Total equity 157,059
Total liabilities and equity 172,602$
-
LIABILITIES AND EQUITY
PACIFIC MINERALS, INC.
BALANCE SHEET
December 31, 2016
(Amounts in thousands)
ASSETS
120
Operating revenue -$
Operating costs and expenses:
Taxes other than income taxes 44
Operating loss (44)
Other income (expense):
Interest income 14
Other 21,710
Total other income (expense)21,724
Income before income tax expense 21,680
Income tax expense 6,349
Net income 15,331$
PACIFIC MINERALS, INC.
STATEMENT OF OPERATIONS
For the Year Ended December 31, 2016
(Amounts in thousands)
121
Bridger Coal Company
Affiliated Transactions
For the Year Ended December 31, 2016
Account Description
PacifiCorp Received
Services
PacifiCorp Provided
Services
Coal purchases (a) $ 163,469,103 $ -
Information technology and administrative services - 980,399
Total $ 163,469,103 $ 980,399
Basis of pricing (b) (c)
Cost of service (b) (c)
The margin of charges over costs None, (b) None
Assets allocable to the services None None
The overall rate of return on assets None None
(a) Represents the cost of coal purchased by PacifiCorp from Bridger Coal Company (“Bridger Coal”) during the year ended December 31, 2016
and is PacifiCorp’s 66.67% share equal to its ownership interest in Bridger Coal. Refer also to (b) below.
(b) Although coal purchased from Bridger Coal is priced at Bridger Coal’s cost plus a margin, coal purchases are reflected on PacifiCorp’s books at
Bridger Coal’s cost and any margin is eliminated resulting in both fuel inventory and fuel expense being reflected at Bridger Coal’s cost in
PacifiCorp’s state ratemaking and generally accepted accounting principles books. Costs are reflected as fuel inventory upon purchase and
recognized as fuel expense as consumed.
(c) 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, 2016, Bridger Coal made equity distributions to Pacific Minerals, Inc. (“PMI”) and
PMI made equity contributions to Bridger Coal for a net distribution of $47,431,223.
The following items are excluded from the table above:
Management fees in the amount of $691,248 that were charged by Interwest Mining Company to PMI, and then
charged by PMI to Bridger Coal.
Services provided by HomeServices of America, Inc. to Bridger Coal in the amount of $388,670.
Employee services provided by PMI to Bridger Coal. PMI is the entity that employs the individuals that work
for Bridger Coal. PMI charges Bridger Coal for these employees’ services, including labor, pensions and
benefits costs. Bridger Coal then inherently charges PacifiCorp for its 66.67% share of this payroll expense as
part of the coal purchases shown in the table above.
122
123
124
125
PacifiCorp Foundation
Affiliated Transactions
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Administrative support services $ -$ 127,051
Totalal $ --$ 127,05151
Basis of pricing N/A (a)
Cost of service N/A (a)
The margin of charges over costs N/A None
Assets allocable to the services N/A None
The overall rate of return on assets N/A None
(a)Costs incurred by PacifiCorp on behalf of affiliates are charged at direct cost. Labor is charged at PacifiCorp’s fully loaded cost plus
administrative and general expense.
126
12/31/2016
Assets:
Cash 53,937$
Restricted investments:
Cash and cash equivalents 182,048
Interest receivable 728
Dividend receivable 6,504
Tax receivable 917
Receivable for investment sold 250,253
State Street investments 43,789,117
Total restricted investments 44,229,567
Total assets 44,283,504
Liabilities:
Accounts payable 14,735
Total liabilities 14,735
Net assets 44,268,769$
PacifiCorp Foundation
Statement of Financial Position
(in dollars)
(Unaudited - Internal Use Only)
9
127
Year-to-Date
Revenue and contributions:
Interest income 1,892$
Dividends 613,447
Realized gain/(loss) on sale of investment 8,319,929
Unrealized gain/(loss) on investment (6,016,319)
Capital gains on partnership investments 15,170
Miscellaneous income: security litigation income 1,055
Total revenues/(losses) and contributions 2,935,174
Expenses:
Grants:
Health, welfare and social services 486,500
Education 425,150
Culture and arts 232,500
Civic and community betterment 172,500
Giving campaign match 280,106
Matching gift program 100,732
Small community capital projects 304,064
Rocky Mountain Power Foundation special grants 20,000
Pacific Power Foundation special grants 20,000
Global Days of Service 80,000
Grants expensed in prior periods (12,500)
Total grants 2,109,052
Administrative expenses 127,051
Investment management fees 57,925
Taxes 46,612
Bank fees 2,776
Total expenses 2,343,416
Net assets increase (decrease) 591,758
Net assets beginning of period 43,677,011
Net assets end of period 44,268,769$
(in dollars)
(Unaudited - Internal Use Only)
PacifiCorp Foundation
Statement of Income and Changes in Net Assets
For the Year Ended December 31, 2016
10
128
Trapper Mining Inc.
Affiliated Transactionss
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Coal purchases (a)$ 10,791,869 $ --
Board of directors fees and associated board meeting costs (b)-4,46565
Totalal $ 10,791,86969 $ 4,46565
Basis of pricingng (c)c)(d)d)
Cost of servicece (c)c)(d)d)
The margin of charges over coststs None, (c)c)(d)d)
Assets allocable to the serviceses Nonene (d)d)
The overall rate of return on assetsts Nonene (d)d)
(a)Represents the cost of coal purchased by PacifiCorp from Trapper Mining Inc. during the year ended December 31, 2016. Refer also to (c)
below.
(b)PacifiCorp and Interwest Mining Company each have an employee that serves on the Trapper Mining Inc. board of directors. The table excludes
$5,533 related to the Interwest Mining Company employee.
(c)Although coal purchased from Trapper Mining Inc. is priced at Trapper Mining Inc.’s cost plus a margin, coal purchases are reflected on
PacifiCorp’s books at Trapper Mining Inc.’s cost and any margin is eliminated resulting in both fuel inventory and fuel expense being reflected
at Trapper Mining Inc.’s cost in PacifiCorp’s state ratemaking and generally accepted accounting principles books. Costs are reflected as fuel
inventory upon purchase and recognized as fuel expense as consumed.
(d)Charges for board of directors fees and associated board meeting costs are based on a flat fee of $1,000 per board meeting plus lodging
expenses.
During the year ended December 31, 2016, Trapper Mining Inc. paid a dividend of $80,721 to PacifiCorp.rp.Duri
129
Trapper Mining Inc.
Consolidated Balance Sheet
December 31, 2016
(Unaudited)
Assets:
Current Assets:
Cash & Cash Equivalents 19,599,163$
Accounts Receivable 2,625,175
Inventories 6,631,547
Prepaid and Other Current Assets 514,102
Current Reclamation Receivable from Buyers 600,365
Total Current Assets . . . . . . . . . . . . . . . . . . . . . . 29,970,352$
Property, Equipment and Facilities before FAS 143:
Lands and Leases 17,746,112$
Development Costs 2,834,815
Equipment and Facilities 121,783,612
Total Property, Equipment and Facilities (Cost) . . . . 142,364,539$
Less Accumulated Depreciation and Amortization (110,876,084)
Total Property, Equipment and Facilities (Net) . . . . . 31,488,455$
FAS 143 Property, Equipment and Facilities (Net) . . 1,918,036
Grand Total Property, Equipment and Facilities (Net) 33,406,491$
Reclamation Receivable from Buyers 13,722,515
Restricted Funds - Black Lung 500,000
Deferred Loan Fees - Net -
Advance Royalty - State 206-13 50,000
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,649,358$
Liabilities and Members' Equity:
Current Liabilities:
Accounts Payable 1,271,817$
Accrued Payroll Expenses 3,116,264
Accrued Production Taxes 1,378,787
Accrued Royalties 678,197
Current Portion Asset Retirement Liability 600,365
Current Portion Long-Term Debt 202,390
Total Current Liabilities . . . . . . . . . . . . . . . . . . . . 7,247,820$
Long-Term Debt -
Asset Retirement Liability 15,640,551
Black Lung Liability 175,884
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 23,064,255$
Members' Equity
Paid in Capital @ 1/1/98 20,324,925$
Patronage Equity - Prior Year 29,498,399
Non-Patronage Equity - Prior Year 2,760,970
Patronage Equity - Current Year 1,933,366
Non-Patronage Equity - Current Year 67,443
Total Members' Equity . . . . . . . . . . . . . . . . . . . . . . 54,585,103$
Total Liabilities and Members' Equity . . . . . . . . . 77,649,358$
130
TRAPPER MINING INC
CONSOLIDATED NET INCOME
AS OF: DECEMBER 31, 2016
NET INCOME NET INCOME
FOR THE MONTH YEAR TO DATE
TRAPPER MINING (3,545,545.07)$ 2,642,386.41
WILLIAMS FORK MINING (8.22) (3,167.11)
WILLIAMS FORK LAND (45,412.11) (634,770.87)
NET INCOME (LOSS) BEFORE TAX (3,590,965.40)$ 2,004,448.43$
CURRENT TAX PROVISION (3,639.00) (3,639.00)
TOTAL TAX PROVISION (3,639.00) (3,639.00)
NET INCOME (LOSS) AFTER TAX (3,594,604.40)$ 2,000,809.43
SALT RIVER 32.10% 13,717.63 21,649.16
TRI-STATE 26.57% 11,354.44 17,919.57
PACIFICORP 21.40% 9,145.09 14,432.78
PLATTE RIVER 19.93% 8,516.89 13,441.36
TOTAL NONPATRONAGE INCOME (LOSS) 42,734.05 67,442.87
SALT RIVER 32.10% (1,167,585.64) 620,610.67
TRI-STATE 26.57% (966,440.83) 513,695.49
PACIFICORP 21.40% (778,390.43) 413,740.44
PLATTE RIVER 19.93% (724,921.55) 385,319.96
TOTAL PATRONAGE INCOME (LOSS) (3,637,338.45) 1,933,366.56
TOTAL INCOME (LOSS) (3,594,604.40) 2,000,809.43
131
TRAPPER MINING INC
CONSOLIDATED PATRONAGE & NONPATRONAGE INCOME ALLOCATION
AS OF: DECEMBER 31, 2016
NET INCOME $ NET INCOME
FOR THE MONTH YEAR TO DATE
TRAPPER PATRONAGE INCOME (3,591,926.34)
TRAPPER NONPATRON INCOME 42,742.27
TOTAL TRAPPER INCOME (3,549,184.07)
WFMC NONPATRONAGE INCOME (8.22)
WFLC PATRONAGE INCOME (45,412.11)
TOTAL CONSOLIDATED INCOME (3,594,604.40)
SALT RIVER 32.10% (1,153,008.35) 824,372.12
TRI-STATE 26.57% (954,374.83) 682,354.11
PACIFICORP 21.40% (768,672.24) 549,581.41
PLATTE RIVER 19.93% (715,870.92) 511,829.79
TOTAL TRAPPER PATRONAGE (3,591,926.34) 2,568,137.43
SALT RIVER 32.10% 13,720.27 22,665.80
TRI-STATE 26.57% 11,356.62 18,761.07
PACIFICORP 21.40% 9,146.85 15,110.54
PLATTE RIVER 19.93% 8,518.53 14,072.57
TOTAL TRAPPER NONPATRON 42,742.27 70,609.98
TOTAL TRAPPER INCOME (3,549,184.07) 2,638,747.41
SALT RIVER 32.10% (2.64) (1,016.64)
TRI-STATE 26.57% (2.18) (841.50)
PACIFICORP 21.40% (1.76) (677.76)
PLATTE RIVER 19.93% (1.64) (631.21)
TOTAL WFMC NONPATRONAGE (8.22) (3,167.11)
SALT RIVER 32.10% (14,577.29) (203,761.45)
TRI-STATE 26.57% (12,066.00) (168,658.62)
PACIFICORP 21.40% (9,718.19) (135,840.97)
PLATTE RIVER 19.93% (9,050.63) (126,509.83)
TOTAL WFLC PATRONAGE (45,412.11) (634,770.87)
132
Cottonwood Creek Consolidated Irrigation Company
Affiliated Transactionss
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Annual assessment fees $ 332,588 $ --
Totalal $ 332,58888 $ --
Basis of pricingng (a)a)N/AA
Cost of servicece (a)a)N/AA
The margin of charges over coststs Nonene N/AA
Assets allocable to the serviceses Nonene N/AA
The overall rate of return on assetsts Nonene N/AA
(a)Cottonwood Creek Consolidated Irrigation Company is a not-for-profit entity that operates at cost.
At December 31, 2016, PacifiCorp’s plant-in-service included the following assets related to Cottonwood Creek
Consolidated Irrigation Company: $6,052,845 ($5,222,884 net of accumulated depreciation) for a water supply project
(including allowance for funds used during construction and capital surcharge) and $65,431 ($27,218 net of accumulated
depreciation) for water rights.
nds use
tsdepreciation) for water rightts.
133
134
135
Ferron Canal & Reservoir Company
Affiliated Transactionss
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Annual assessment fees $ 669,113 $ -
Payment for water rights (a)561,099 --
Credit received (a)(207,088)8)--
Totalal $ 1,023,12424 $ --
Basis of pricingng (b)b)N/AA
Cost of servicece (b)b)N/AA
The margin of charges over coststs Nonene N/AA
Assets allocable to the serviceses Nonene N/AA
The overall rate of return on assetsts Nonene N/AA
(a)During the year ended December 31, 2016, PacifiCorp paid $561,099 for the right to obtain 7,000 acre-feet of water for the year ended
December 31, 2016. PacifiCorp received a credit of $207,088 representing PacifiCorp’s share of the water rights payment based on its
percentage ownership in Ferron Canal & Reservoir Company.
(b)Under section 501(c)12 of the Internal Revenue Code, Ferron Canal & Reservoir Company operates at cost.
At December 31, 2016, PacifiCorp’s plant-in-service included the following asset related to Ferron Canal & Reservoir
Company: $383,772 ($159,640 net of accumulated depreciation) for water rights.
asset re
ts.Co
136
137
138
Huntington Cleveland Irrigation Company
Affiliated Transactionss
For the Year Ended December 31, 20166
Account Description
PacifiCorp Received
Services
Receiv
es
PacifiCorp Provided
Services
rovid
es
Annual assessment fees $ 528,309 $ --
Totalal $ 528,30909 $ --
Basis of pricingng (a)a)N/AA
Cost of servicece (a)a)N/AA
The margin of charges over coststs Nonene N/AA
Assets allocable to the serviceses Nonene N/AA
The overall rate of return on assetsts Nonene N/AA
(a)Under section 501(c)12 of the Internal Revenue Code, Huntington Cleveland Irrigation Company operates at cost.
At December 31, 2016, PacifiCorp’s plant-in-service included the following assets related to Huntington Cleveland
Irrigation Company: $22,075,411 ($15,917,018 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.
during
ts.depr
139
140
141
142
143
III. Loans
The following information on loans to and from affiliates of PacifiCorp includes the
following:
A. The month-end amounts outstanding.
B. The highest amount outstanding during the year, separately for short-term and
long-term loans.
C. A description of the terms and conditions, including basis for interest rates.
D. The total amount of interest charged or credited and the weighted-average
interest rate.
E. Specify the commission order(s) approving the transaction where such
approval is required by law.
144
Loan Summary
2016
PACIFIC
REQUIREMENTS MINERALS, INC.
III. For inter-company loans to / from affiliates:
A.The month-end amounts outstanding for short-term
and long-term loans:
Short-term loans:
January - December (a)
Long-term loans:N/A
B.The highest amount during the year separately for
short-term and long-term loans:
Maximum loan to affiliate:
Short-term loans:
Amount $20,080,612
Date July 1, 2016
Maximum loan to affiliate:
Long-term loans:
Amount N/A
Date N/A
Maximum loan from affiliate:
Short-term loans:
Amount $24,200,000
Date January 19, 2016
Maximum loan from affiliate:
Long-term loans:
Amount N/A
Date N/A
C.A description of the terms and Pursuant to the
conditions for loans including the terms and conditions of the
basis for interest rates:Umbrella Loan Agreement
D.The total amount of interest charged or credited and
the weighted average rate of interest separately for
short-term and long-term loans:
Short-term loans:
Interest expense charged $9,137
Interest income credited 21,198
(b)
Long-term loans:
Interest charged or credited N/A
E.Specify the commission order(s) approving the transaction where such
approval is required by law:Refer to Appendix A
(a)Refer to the following schedule for the detail of month-end loan amounts outstanding.
(b)Refer to the following schedule for the detail of interest charged or credited and the rates of interest.harged
145
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146
IV. Debt Guarantees
If the parent guarantees any debt of affiliated interests, identify the entities involved,
the nature of the debt, the original amount, the highest amount during the year ended
December 31, 2016 and the balance as of December 31, 2016.
PacifiCorp does not guarantee the debt of its subsidiaries or any of its affiliates.
147
V. Other Transactions
Other transactions (utility leasing of affiliate property, affiliate leasing of utility property,
utility purchase of affiliate property, material or supplies and affiliate purchase of utility
property, material or supplies) are as follows:
Other transactions are included in Section II. Transactions.
148
VI. Employee Transfers
By affiliate and job title, provide the total number of executive, management and
professional/technical employees transferred to and from the utility. By affiliate,
provide the total number of other employees transferred to and from the utility. transferred to and from the utility.
149
Report of PacifiCorp Employee Transfers to Affiliates
During the Year Ended December 31, 2016
Affiliate Job Title Count
Berkshire Hathaway Energy Company Senior Vice President & General Counsel 1
Berkshire Hathaway Energy Company Senior Executive Assistant 1
Berkshire Hathaway Energy Company Senior Vice President, Legislative &
Regulatory Strategy
1
NV Energy, Inc.Senior Customer Service Associate 1
NV Energy, Inc.Journeyman Lineman 1
NV Energy, Inc.Manager Transport 1
NV Energy, Inc.Senior Energy Imbalance Market Specialist 1
Total 7
150
Report of PacifiCorp Employee Transfers from Affiliates
During the Year Ended December 31, 2016
Affiliate Job Title Count
CalEnergy Generation Operating
Company
Transport Analyst 1
Interwest Mining Company General Manager, Mines 1
Kern River Gas Transmission Company Administrative Services
Coordinator
1
Kern River Gas Transmission Company Apprentice Estimator 1
MidAmerican Energy Company Control Operator 1
NV Energy, Inc.Substation –Transmission &
Distribution Dispatcher Trainee
1
NV Energy, Inc.Vice President, Renewable
Resources
1
Pacific Minerals, Inc.Supervisor, Plant 2
Pacific Minerals, Inc.Plant Operations & Maintenance
Planner
1
Total 10
151
VII. Cost Allocations
A description of each intra-company cost allocation procedure and a schedule of cost amounts,
by account, transferred between regulated and non-regulated segments of the company.
152
PacifiCorp
Cost Allocation Manual
For the Year Ended December 31, 2016
Overview/Introduction
This section describes the allocation of costs between PacifiCorp and its affiliates.
On March 31, 2006, PacifiCorp entered into an Intercompany Administrative Services Agreement
(“IASA”) between Berkshire Hathaway Energy Company (“BHE”) and its subsidiaries. PacifiCorp
is an indirect subsidiary of BHE, a holding company based in Des Moines, Iowa, owning
subsidiaries that are primarily engaged in the energy business. Refer to attached IASA. The IASA
covers:
a) services by executive, management, professional, technical and clerical employees;
b) financial services, payroll processing services, employee benefits participation, supply
chain and purchase order processing services, tax and accounting services, contract
negotiation and administration services, risk management services, environmental services
and engineering and technical services;
c) the use of office facilities, including but not limited to office space, conference rooms,
furniture, equipment, machinery, supplies, computers and computer software, insurance
policies and other personal property; and
d) the use of automobiles, airplanes, other vehicles and equipment.
Allocation Amounts and Methods
BHE and subsidiaries to PacifiCorp
During the year ended December 31, 2016, PacifiCorp was allocated costs by its non-regulated
parent company, BHE, and certain of BHE’s subsidiaries, some of which are non-regulated, as part
of the administrative services under the IASA. The amounts included in Section II – Transactions
include both direct charges and allocated amounts. The allocated amounts were as follows:
Name of entity
Total services received
as reported in Section II
- Transactions
Amount of services
based on allocations
Berkshire Hathaway Energy Company $ 5,820,689 $ 2,897,442
BHE Renewables, LLC 8,040 8,040
BHE U.S. Transmission, LLC 15,521 -
Kern River Gas Transmission Company 9,280 220
MHC Inc.126,469 114,388
MidAmerican Energy Company 3,199,195 2,222,147
Nevada Power Company 48,910 -
Northern Natural Gas Company 26,008 -
NV Energy, Inc. 364,975 -
Sierra Pacific Power Company 5,217 -
Total $ 9,624,304 $ 5,242,237
The amounts were allocated by BHE and its subsidiaries to PacifiCorp using nine different formulae
during the year ended December 31, 2016. These formulae are as follows:
a) A two-factor formula based on the labor and assets of each of BHE’s subsidiaries. PacifiCorp’s
allocation percentage during the year ended December 31, 2016 was 28.48%.
153
b) The same two-factor formula as a) above, except excluding the labor and assets of BHE’s
international subsidiaries. PacifiCorp’s allocation percentage during the year ended December
31, 2016 was 33.72%.
c) The same two-factor formula as b) above, except excluding the labor and assets of NVE
Holdings, LLC subsidiaries. PacifiCorp’s allocation percentage during the year ended December
31, 2016 was 41.41%.
d) The same two-factor formula as b) above, except excluding the labor and assets of
HomeServices of America, Inc. PacifiCorp’s allocation percentage during the year ended
December 31, 2016 was 38.05%.
e) A same two-factor formula as a) above, except excluding the labor and assets of HomeServices
of America, Inc. and BHE’s Philippine subsidiaries. PacifiCorp’s allocation percentage during
the year ended December 31, 2016 was 31.56%.
f) The same two-factor formula as a) above, except excluding the labor and assets of NVE
Holdings, LLC subsidiaries and BHE AltaLink Ltd. subsidiaries. PacifiCorp’s allocation
percentage during the year ended December 31, 2016 was 36.42%.
g) A formula to allocate legislative and regulatory costs to each of BHE’s subsidiaries based on
where the legislative and regulatory employees spent their time. PacifiCorp’s allocation
percentage during the year ended December 31, 2016 was 50.00%.
h) A formula based on the gross plant asset amounts of each of BHE’s subsidiaries. PacifiCorp’s
allocation percentage during the year ended December 31, 2016 was 32.54%.
i) A formula based on shared Information Technology infrastructure that is owned and/or managed
by MidAmerican Energy Company. PacifiCorp’s allocation percentage during the year ended
December 31, 2016 was 2.89%.
PacifiCorp to BHE and subsidiaries
During the year ended December 31, 2016, PacifiCorp allocated costs to its non-regulated parent
company, BHE, and certain of BHE’s subsidiaries, some of which are non-regulated, as part of the
administrative services under the IASA. The amounts included in Section II – Transactions include
both direct charges and allocated amounts. The allocated amounts were as follows:
Name of entity
Total services
provided as
reported in Section
II - Transactions
Amount of services
based on allocations
Berkshire Hathaway Energy Company $ 92,471 $ 34,015
BHE AltaLink Ltd.36,413 22,379
BHE Midcontinent Transmission Holdings, LLC 41,358 -
BHE U.S. Transmission, LLC 1,496,460 9,460
CalEnergy Philippines 1,503 1,069
CalEnergy Generation Operating Company 44,455 29,621
Cordova Energy Company LLC 22 20
Electric Transmission America, LLC 1,736 -
Electric Transmission Texas, LLC 153,422 -
HomeServices of America, Inc.182,064 165,655
Imperial Magma, LLC 1,249 -
Iowa Realty Co., Inc.6,876 357
Kern River Gas Transmission Company 87,837 33,991
Metalogic Inspection Services Inc.260 245
MidAmerican Central California Transco, LLC 230,156 -
MEC Construction Services Co.8,850 178
MidAmerican Energy Company 927,942 355,667
MidAmerican Energy Services, LLC 7,360 7,097
BHE Renewables, LLC 82,627 65,371
BHE Southwest Transmission Holdings, LLC 37,039 -
Midwest Capital Group, Inc.451 402
154
MTL Canyon Holdings, LLC 419,828 -
Nevada Power Company 102,746 91,343
Northern Powergrid Holdings Company 36,902 33,862
Northern Natural Gas Company 182,555 89,484
NV Energy, Inc.136,652 1,080
Sierra Pacific Power Company 55,799 47,515
TX Jumbo Road Wind, LLC 122 -
Walnut Ridge Wind, LLC 2,999 -
Total $ 4,378,154 $ 988,811
The amounts were allocated by PacifiCorp to BHE and its subsidiaries using six different formulae
during the year ended December 31, 2016. These formulae are as follows:
a) A two-factor formula based on the labor and assets of each of BHE’s subsidiaries. The
percentage that PacifiCorp allocated to BHE and its subsidiaries during the year ended
December 31, 2016 was 71.52%.
b) The same two-factor formula as a) above, except excluding the labor and assets of BHE’s
international subsidiaries. The percentage that PacifiCorp allocated to BHE and its subsidiaries
during the year ended December 31, 2016 was 66.28%.
c) The same two-factor formula as b) above, except excluding the labor and assets of NVE
Holdings, LLC subsidiaries. The percentage that PacifiCorp allocated to BHE and its
subsidiaries during the year ended December 31, 2016 was 58.59%.
d) The same two-factor formula as b) above, except excluding the labor and assets of
HomeServices of America, Inc. The percentage that PacifiCorp allocated to BHE and its
subsidiaries during the year ended December 31, 2016 was 61.95%.
e) A formula based on shared Information Technology infrastructure that is owned and/or managed
by MidAmerican Energy Company. The percentage that PacifiCorp allocated to BHE and its
subsidiaries during the year ended December 31, 2016 was 97.11%.
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
171
172
173
174
175
Appendix A
December 31, 2016 Affiliated Interest Report
Oregon Public Utility Commission orders approving transactions with affiliates
Affiliate
Order No. Docket No. Date Approved
American Express Travel Related Services
Company, Inc.
14-144 UI 346 April 30, 2014
BNSF Railway Company 07-323
09-504
10-090
10-089
12-348
14-210
15-358
UI 269
UI 288
UI 292
UI 293
UI 325
UI 347
UI 359
July 27, 2007
December 28, 2009
March 11, 2010
March 11, 2010
September 13, 2012
June 10, 2014
November 3, 2015
Environment One Corporation
17-169 UI 381 May 16, 2017
FlightSafety International, Inc.
15-357 UI 358 November 3, 2015
Graver Water System, Inc. (a Marmon Holdings,
Inc. company)
16-121 UI 367 March 23, 2016
International Business Machines Corporation 12-227
12-228
12-385
13-100
13-284
13-486
13-487
14-052
16-451
UI 321
UI 322
UI 327
UI 330
UI 337
UI 341
UI 342
UI 344
UI 380
June 19, 2012
June 19, 2012
October 9, 2012
March 26, 2013
August 6, 2013
December 19, 2013
December 19, 2013
February 18, 2014
November 23, 2016
Marmon Utility LLC (a Marmon Holdings, Inc.
company)
11-189
11-191
11-200
16-164
UI 308
UI 309
UI 311
UI 368
June 16, 2011
June 16, 2011
June 22, 2011
May 3, 2016
176
Affiliate
Order No. Docket No. Date Approved
Marmon/Keystone Corporation 12-143 UI 319 April 24, 2012
The Kerite Company (a Marmon Holdings, Inc.
company)
10-409 UI 303 October 18, 2010
National Indemnity Company 13-322 UI 339 September 3, 2013
NetJets, Inc.
08-166 UI 279 March 13, 2008
Phillips 66 16-009 UI 360 January 12, 2016
U.S. Bancorp Investments, Inc.
14-251 UI 349
July 8, 2014
U.S. Bank National Association
16-184
16-366
16-463
UI 370
UI 375
UI 377
May 20, 2016
September 27, 2016
December 7, 2016
Wells Fargo Home Equity 08-165 UI 277 March 12, 2008
Wells Fargo Securities, LLC
10-450
11-423
12-142
12-457
13-283
13-371
14-251
14-396
15-183
16-463
UI 302
UI 315
UI 318
UI 328
UI 336
UI 340
UI 349
UI 351
UI 356
UI 377
November 15, 2010
October 26, 2011
April 24, 2012
November 26, 2012
August 6, 2013
October 16, 2013
July 8, 2014
November 12, 2014
June 9, 2015
December 7, 2016
Berkshire Hathaway Energy Company
06-305
UI 249
June 19, 2006
MidAmerican Funding, LLC
06-305 UI 249 June 19, 2006
MHC Inc. 06-305 UI 249 June 19, 2006
MidAmerican Energy Company
06-305
11-190
11-400
UI 249
UI 310
UI 316
June 19, 2006
June 16, 2011
October 6, 2011
177
Affiliate
Order No. Docket No. Date Approved
15-134 UI 316(1) April 28, 2015
Midwest Capital Group, Inc. 06-305 UI 249 June 19, 2006
MEC Construction Services Co. 06-305 UI 249 June 19, 2006
HomeServices of America, Inc. 06-305
07-269
08-165
11-053
16-163
UI 249
UI 264
UI 277
UI 304
UI 369
June 19, 2006
June 11, 2007
March 12, 2008
February 11, 2011
May 3, 2016
Iowa Realty Co., Inc. 06-305 UI 249 June 19, 2006
Kern River Gas Transmission Company 06-305
06-683
07-080
09-503
11-400
15-134
16-099
UI 249
UI 255
UI 258
UI 255 (1)
UI 316
UI 316(1)
UI 361
June 19, 2006
December 26, 2006
March 5, 2007
December 28, 2009
October 6, 2011
April 28, 2015
March 8, 2016
MidAmerican Energy Holdings Company Insurance
Services Ltd.
06-498 UI 253 August 24, 2006
Northern Natural Gas Company
06-305
11-400
15-134
UI 249
UI 316
UI 316(1)
June 19, 2006
October 6, 2011
April 28, 2015
NV Energy, Inc.
06-305
15-134
UI 249
UI 316(1)
June 19, 2006
April 28, 2015
Nevada Power Company
06-305
15-134
UI 249
UI 316(1)
June 19, 2006
April 28, 2015
Sierra Pacific Power Company
06-305
15-134
UI 249
UI 316(1)
June 19, 2006
April 28, 2015
178
Affiliate
Order No. Docket No. Date Approved
Northern Powergrid Holdings Company
06-305 UI 249 June 19, 2006
CalEnergy Philippines
06-305 UI 249 June 19, 2006
CE Casecnan Water and Energy Company, Inc.
06-305 UI 249 June 19, 2006
BHE Renewables, LLC
06-305 UI 249 June 19, 2006
Bishop Hill Interconnection LLC
06-305 UI 249 June 19, 2006
CalEnergy Generation Operating Company
06-305 UI 249 June 19, 2006
Cordova Energy Company LLC 06-305 UI 249 June 19, 2006
Pinyon Pines Wind I, LLC
06-305 UI 249 June 19, 2006
Pinyon Pines Wind II, LLC
06-305 UI 249 June 19, 2006
Solar Star California XIX, LLC
06-305 UI 249 June 19, 2006
Solar Star California XX, LLC
06-305 UI 249 June 19, 2006
Topaz Solar Farms, LLC
06-305 UI 249 June 19, 2006
TX Jumbo Road Wind, LLC
06-305 UI 249 June 19, 2006
Wailuku Investment, LLC
06-305 UI 249 June 19, 2006
BHE U.S. Transmission, LLC
06-305 UI 249 June 19, 2006
MTL Canyon Holdings, LLC
06-305 UI 249 June 19, 2006
BHE Southwest Transmission Holdings, LLC
06-305 UI 249 June 19, 2006
BHE Midcontinent Transmission Holdings, LLC
06-305 UI 249 June 19, 2006
Electric Transmission America, LLC
06-305 UI 249 June 19, 2006
Electric Transmission Texas, LLC
06-305 UI 249 June 19, 2006
MidAmerican Central California Transco LLC
06-305 UI 249 June 19, 2006
Midwest Power Transmission Iowa, LLC
06-305 UI 249 June 19, 2006
Midwest Power Transmission Illinois, LLC
06-305 UI 249 June 19, 2006
BHE AltaLink Ltd. 06-305 UI 249 June 19, 2006
BHE Canada, LLC
06-305 UI 249 June 19, 2006
MEHC Canada Transmission GP Corporation
06-305 UI 249 June 19, 2006
179
Affiliate
Order No. Docket No. Date Approved
Metalogic Inspection Services Inc.
06-305 UI 249 June 19, 2006
Metalogic Inspection Services, LLC
15-018 UI 353 January 28, 2015
MEHC Investment, Inc. 06-305 UI 249 June 19, 2006
M&M Ranch Acquisition Company, LLC 06-305 UI 249 June 19, 2006
Racom Corporation
11-276 UI 313 July 29, 2011
PPW Holdings LLC 06-305 UI 249 June 19, 2006
PacifiCorp Foundation
04-028 UI 223 January 15, 2004
Energy West Mining Company
91-513
UI 105
April 12, 1991
Interwest Mining Company 09-261 UI 286 July 7, 2009
Fossil Rock Fuels, LLC
11-482 UI 317 December 6, 2011
Pacific Minerals, Inc. (Umbrella Loan Agreement)
06-353 UI 1 (11) July 7, 2006
Bridger Coal Company 01-472
15-218
UI 189
UI 357
June 12, 2001
July 21, 2015
Trapper Mining Inc. 94-1550 UI 140 October 12, 1994
Huntington Cleveland Irrigation Company 10-353
14-209
16-344
UI 300
UI 345
UI 374
September 10, 2010
June 10, 2014
September 13, 2016
Ferron Canal & Reservoir Company 10-345
16-247
UI 301
UI 301 (1)
September 2, 2010
July 5, 2016
Cottonwood Creek Consolidated Irrigation
Company
11-332
16-345
UI 312
UI 373
August 26, 2011
September 13, 2016
180