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HomeMy WebLinkAbout20180531Affiliated Interest Report 2017.pdf)Y ROCKY MOUNTAIN BP,H,EN"-, REC E IVE D ?filfi ltAY 3l [t{ 9r l6 r i,,.!i:] ijt JLIC .r= ir.llr i I cot'tlltssloN '1407 West North Temple, Suite 330 Salt Lake City, Utah 84116 May 31,2018 VIA ELECTRONIC FILING AND OVERNIGHT DELIVERY Diane Hanian Commission Secretary Idaho Public Utilities Commission 472 W est Washington Street Boise, ID 83720-5983 RE CASE NO. PAC-E-05-08 AFFILIATED INTEREST REPORT FOR CALENDAR YEAR 2017 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 2017 Affiliated Interest report. An electronic copy ofthe report is also being provided for your convenience.t 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 repoft, can be directed to Ted Weston at (801) 220-2963. Sincerely, Vice President, Enclosures cc w/o enclosure: Service List in Case No. PAC-E-05-08 t **fr I hereby certify that on May 31,2018, I caused to be served via E-mail, if address available. or U.S. mail a true and comect copy of PacifiCorp's cover letter accompanying the Compliance Filing, Affiliated Interest Report for Calendar Year 2017 (Commitment #8) in Case No. PAC-E-05-08.t Douglas L. Anderson EVP, General Counsel & Corporate Sec Berkshire Hathaway Energyllll S.103'dStreet Omaha, NE 68124 danderson?]midamerican.com Eric L. Olsen Racine, Olson, Nye, Budge & Bailey, Chartered 201 E. Center P.O. Box 1391 Pocatello, ID 83204-1391 eloi(itracinelaw.net Lisa Nordstrom Gregory Said Idaho Power Company P.O. Box 70 Boise,ID 83707 lnordstrom@idahooorter.corn ; qsaidrTajdaltapot ..elpom R. Scott Pasley Assistant General Counsel J.R. Simplot Company P.O. Box 27 Boise, ID 83702 spasl ev iii': si mo l ot. conr James R. Smith Monsanto Company Highway 34 North P.O. Box 816 Soda Springs,lD 83726 i im.r. sm ith i'i,iim on sant o.conr David Hawk Director, Energy Natural Resources J.R. Simplot Company P.O. Box 27 Boise, ID 83702 dlT arvki0s imrl ot. conr Brad M. Purdy Attomey at Law 2019 N. l7s Street Boise, ID 83702 brnpu ldl'liiliot rnai L corn Alan Herzfeld Herzfeld & Piotrowski LLP 713 W. Franklin P.O. Box 2864 Boise, ID 83701 aherzfel&a,hpll?.net Randall C. Budge Racine, Olson, Nye, Budge & Bailey, Chartered 201 E. Center P.O. Box l39l Pocatello, ID 83204-1391 rcbl g': rac i n el a tr,. tt et Arthur F. Sandack, Esq. 8 E. Broadway, Suite 510 Salt Lake City, UT 84111 a ?an C"qgk i -tir^tt sn . c ct nt Katie Iverson Brubaker & Associates lT244W.CordovaCourt Surprise, AZ 85387 ki v erson,Ticon su I tbai.conr Terri Carlock Accounting Supervisor Idaho Public Utilities Commission 472W. Washington P.O. Box 83720 Boise, ID 83720-0074 terri. carl ock lii)tr:r,rc. i dalr o. qov Anthony Yankel 29814 Lake Road Bay Village, OH 44140 tonr,iiilankel.net Katie Savarin o Coordinator. Regulatory Operations I PacifiCorp Affiliated Interest Report For the year ended December 3 l, 2017 Table of Contents o I. I. A. I. B. I. C. I. D. II. ru. N. V. VI. VII. Organization 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 Changes in Ownership Affiliate Descriptions Financial Statements Transactions Loans Debt Guarantees Other Transactions Employee Transfers Cost Allocations Intercompany Administrative Services Agreement Intercompany Mutual Assistance Agreement I Appendix A Oregon Public Utility Commission orders approving transactions with affi liates I I I I. ORGANIZATION PacifiCorp is a United States regulated electric utility company headquartered in Oregon that serves 1.9 million retail electric customers in portions of Utah, Oregon, Wyoming, Washington, Idaho, and Califomia. PacifiCorp is principally engaged in the business of generating, transmitting, distributing and selling electricity. PacifiCorp's combined service territory covers approximately 141,000 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 eastem portion of the service territory, consisting of Utah, Wyoming and southeastem 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, govemment 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 Califomia under the trade name Pacific Power. PacifiCorp is an indirect wholly owned subsidiary of Berkshire Hathaway Energy Company ("BHE"), a holding company that owns a highly diversified portfolio of locally managed businesses principally engaged in the energy industry 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, 2017, including Berkshire Hathaway affi liates. a I Name of Subsidiarv Approximate Percentage of Voting Securities Owned State of Jurisdiction oflncorporation or Orsanization Enersy West Minin.g Company l')100o/o Utah Fossil Rock Fuels. LLC 100%Delaware Glenrock Coal Company (b)100o/o Wyomine lnterwest Minine ComDanv 100%Oregon Pacific Minerals, Inc. (')100%Wyoming - Brid.ger Coal Company, a ioint venture(d)66.67%Wyoming Trapper Mining Inq. t")21 .40o/o Delaware Subsidiaries of PacifiCorp as of December 3lr2017 (a) Energy West Mining Company ceased mining operations in 201 5. (b) Glenrock Coal Company ceased mining operations in 1999 (c) Pacific Minerals. lnc. is a wholly owned subsidiary ofPacifiCorp 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 ldaho Power Company. and isjointly controlled by Pacifrc Minerals. Inc. and ldaho Energy Resources Company. (e) PacifiCorp is a rninority owner in Trapper Mining Inc., a cooperative. The members are Salt River Prqect Agricultural Improvement and Power District (32.10%). Tri-State Generation and Transmission Association. lnc. (26.57%), PacifiCorp (21 .40oh) and Platte River Power Authority (19.93%). 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Officers and Directors Information regarding directors and officers common to the regulated utility and affiliated interest are described in these categories: 1. PacifiCorp board of directors and committees of the board of directors during the year ended December 31,2017 2. PacifiCorp executive officers during the year ended December 31, 2017 3. PacifiCorp executive officers and directors with affiliated positions as of December 31,2017 The positions listed for the directors and executive officers in each ofthese sections are those positions that were held as ofor during the year ended December 31,2017, as indicated. Changes that occurred subsequent to December 31 , 2017 (if any) are annotated. t I 4 t t t l. PacifiCorp Board of Directors and Committees of the Board of Directors During the Year Ended December 31,2017 (a) Director at 12131/2017 Elected During the l'ear Ended 72t31/2017 Resigned During the Year Ended t2t3U20t7Director Gregory E. Abel Stefan A. Bird Cindy A. Crane Nikki L. Kobliha Douglas L. Anderson Address From 312U2006666 Grand Avenue 29th Floor Des Moines. lowa 50309 825 NE Multnomah Street 3/10/2015 Suite 2000 Portland. Oregon 97232 1407 West North Temple 311012015 Suite 310 Salr Lake City, Utah 84116 To 1/r0/20r 8 Yes Yes Yes Yes No Yes Yes No No No No Yes No No No No No Yes No No No Patrick J. Goodman Natalie L. Hocken 666 Grand Avenue 29th Floor Des Moir,es. Iorva 50309 825 NE Multnomah Street Suite 2000 Portland. Oregon 97232 825 NE Multnomah Street Suite I 900 Portland" Oregon97232 11llSouth103'dStreet Omaha. Nebraska 68124 2/U2017 3/21/2006 1/13t2017 3/2v2006 8130t2007 (a) Gregory E. Abel resigned as PacifiCorp's Chairman of the Board of Directors and Chief Executrve Offlcer. and Williarn .1. Fehrman u,as elected as PacifiCorp's Chairman of the Board of Directors and Chief Executrve Officer, effective January 10. 201 8. Committees of the Board of Directors: The Compensation Committee is the only' PacifiCorp board committee. PacifiCorp's Chainnan of the Board of Directors and Chief Executive Officer is the sole member of the Compensation Committee. All other board comrnlttees are at the Berkshire Hathau'ay Energy Company level. t 5 2. PacifiCorp Executive Officers During the Year Ended December 3lr2017 (a) Title Officer at 12t31t2017 Elected During the Iear Ended t2l3il2017 Resigned During the Year Ended t2t3lt20l7 I t Officer Gregory E. Abel Address From To 3/21/2006 t/10/2018Chairman of the Board olDirectors and Chief Executive Officer President and Chief Executive Officer. Pacific Power President and Chief Executive Officer, Rocky Mountain Power Vice President, Chief Financial Officer. and Treasurer 666 Grand Avenue 29th Floor Des Moines. lowa 50309 Stefan A. Bird 825 NE Multnomah Street 311012015 Suite 2000 Portland. Oregon97232 Cindy A. Crane 1407 West North Ternple 1211812014 Suite 310 Salt Lake City. Utah 841l6 Nikki L. Kobliha 825 NE Multnomah Street 8/13/2015 Suite I 900 Portland, Oregon97232 Yes No No Yes No No Yes No No Yes No No (a) Gregory E. Abel resigned as PacifiCorp's Chairman ofthe Board of Directors and Chief Executive Officer. and William J. Fehrman was elected as PacifiCorp's Chairman of the Board of Directors and Chief Executive Officer, effective January I 0, 20 I 8. 6 t t 3. PacifiCorp Executive Officers and Directors with Afliliated Positions as of December 31,2017 Abel, Gregory E. Business Entity Title AltaLink Management Ltd. Berkshire Hathaway Energy Canada Foundation Berkshire Hathaway Energy Canada Foundation Berkshire Hathaway Energy Company Berkshire Hathaway Energy Company Director Director Member Director Chairman, President, & Chief Executive Officer Chairman, President, & Chief Executive Officer Director Chairman of the Board Compensation Committee Member Executive Committee Member Finance Committee Member President Chairman, President, & Chief Executive Officer Director Chairman Director Chairman Chief Executive Officer Director Chairman President CE Casecnan Ltd. HomeServices of America, Inc. HomeServices of America, Inc. HomeServices of America. Inc. HomeServices of America, Inc. HomeServices of America, Inc. NNGC Acquisition, LLC Norming Investments B.V. t Northern Natural Gas Company Northern Natural Gas Company Northern Powergrid Holdings Company Northern Powergrid Holdings Company Northern Powergrid UK Holdings NV Energy, Inc. NV Energy, Inc. PPW Holdings LLC Bird, Stefan A. Business Entity Title PacifiCorp Foundation PacifiCorp Foundation President Director Crane, Cindy A. Business Entity Title Energy West Mining Company Energy West Mining Company Fossil Rock Fuels, LLC Fossil Rock Fuels, LLC Glenrock Coal Company Glenrock Coal Company Interwest Mining Company Interwest Mining Company Pacific Minerals. Inc. Pacific Minerals, Inc. PacifiCorp Foundation Director President Board Member President Director President Director President Director President Director & Chairman Kobliha, Nikki L. Business Entity Title I 7 PacifiCorp Foundation Treasurer Goodman, Patrick J Business Entity Title t Alamo 6, LLC Alaska Gas Pipeline Company, LLC Alaska Gas Transmission Company, LLC Alaska Storage Holding Company, LLC Altalink Management Ltd. Andromeda Community Solar Gardens, LLC Andromeda CSGl, LLC Andromeda CSG2, LLC Andromeda CSG3, LLC Andromeda CSG4, LLC Andromeda CSG5, LLC Antares Community Solar Gardens, LLC Antares CSG1, LLC Antares CSG2, LLC Antares CSG3, LLC Antlia Communiry Solar Gardens, LLC Antlia CSGI, LLC Antlia CSG2, LLC Argo Navis Community Solar Gardens, LLC Argo Navis CSGI, LLC Argo Navis CSG2, LLC Argo Navis CSG3, LLC Aries Community Solar Gardens, LLC Aries CSGI, LLC Aries CSG2, LLC Aries CSG3, LLC Aries CSG4, LLC Berkshire Hathaway Energy Canada Foundation Berkshire Hathaway Energy Canada Foundation Berkshire Hathaway Energy Company Berkshire Hathaway Energy Foundation BG Energy Holding LLC BHE AC Holding, LLC BHE Canada (BC) Holdings Corporation BHE Canada Holdings Corporation BHE Canada, LLC BHE Canada, LLC BHE Community Solar, LLC BHE Geothermal, LLC BHE Hydro, LLC BHE Midcontinent Transmission Holdings, LLC BHE Solar Holdings, LLC BHE Solar, LLC BHE U.K. Electric, Inc. BHE U.K.lnc. BHE U.K.lnc. BHE U.K. Power, Inc. BHE U.S. Transmission, LLC BHE Wind, LLC BHER Santa Rita Investment, LLC BHES CSG Holdings, LLC Bishop Hill II Holdings, LLC Manager (1) Manager (l) Manager tl) Manager (t) Director Manager (1) Manager (t) Manager (r) Manager (l) Manager (1) Manager (l) Manager (l) Manager tr) Manager (l) Manager (r) Manager (l) Manager (1) Manager (t) Manager (l) Manager (r) Manager (r) Manager (1) Manager (l) Manager (1) Manager (1) Manager (r) Manager (l) Director Member Executive Vice President & Chief Financial Officer Director Director Manager (r) Director Director Manager (t) Executive Vice President & Chief Financial Officer Manager (l) Manager (r) Manager (r) Manager (l) Manager (r) Manager (1) Director Director President Director Manager (r) Manager (1) Manager (l) Manager (l) Manager (r) I t 8 t Goodman, Patrick J. (continued) Business Entity Title t Black Rock l, LLC Black Rock 2,LLC Black Rock 3, LLC Black Rock 4,LLC Black Rock 5,LLC Black Rock 6,LLC Caelum Community Solar Gardens, LLC Caelum CSG1, LLC Caelum CSG2, LLC CalEnergy Company, Inc. CalEnergy Generation Operating Company CalEnergy Geothermal Holding, LLC CalEnergy International Ltd. CalEnergy International Ltd. CalEnergy International Services, Inc. CalEnergy Pacific Holdings Corp. California Utility Holdco, LLC Capella Community Solar Gardens, LLC Capella CSGI, LLC Capella CSG2,LLC Capella CSG3, LLC Capella CSG4, LLC Capella CSG5, LLC Carina Community Solar Gardens, LLC Carina CSGI, LLC Carina CSG2, LLC Carina CSG3, LLC Carina CSG4, LLC CE Asia Limited CE Asia Limited CE Casecnan Water and Energy Company, Inc CE Casecnan Water and Energy Company, Inc CE Electric (NY), Inc. CE Geothermal, Inc. CE Intemational (Bermuda) Limited CE Intemational (Bermuda) Limited CE International Investments, Inc. CE International Investments, Inc. CE Mahanagdong Ltd. CE Mahanagdong Ltd. CE Obsidian Energy LLC CE Obsidian Holding LLC Manager(r) Manager tlt Manager (l) Manager (1) Manager (l) Manager (l) Manager (r) Manager(l) Manager tt) Director Director Manager (r) Director Executive Vice President & Chief Financial Officer Director Director Manager(1) Manager (r) Manager(l) Manager (r) Manager (r) Manager (r) Manager (l) Manager (l) Manager (r) Manager (1) Manager (l) Manager (r) Director Executive Vice President & Chief Financial Officer Manager (l) Manager (1) Manager (l) Director Director Executive Vice President & Chief Financial Officer Director Executive Vice President & Chief Financial Officer Director Director Director Executive Vice President & Chief Financial Officer Director President Director Executive Vice President & Chief Financial Officer Manager (l) Manager (l) 9 I CE Black Rock Holdings LLC CE Butte Energy Holdings LLC CE Butte Energy LLC CE Casecnan II, Inc. CE Casecnan Ltd. CE Casecnan Ltd. Goodman, Patrick J. (continued) Business Entity Title o CE Philippines Ltd. CE Philippines Ltd. Centaurus Community Solar Gardens, LLC Centaurus CSGl, LLC Centaurus CSG2. LLC Cook Inlet Natural Gas Storage Alaska, LLC Corvus Community Solar, LLC Corvus CSGI, LLC Corvus CSG2, LLC Corvus CSG3, LLC Corvus CSG4, LLC Corvus CSG5, LLC Crater Community Solar Gardens, LLC Crater CSGI, LLC Crater CSG2, LLC Crater CSG3, LLC Delphinus Community Solar Gardens, LLC Delphinus CSGI, LLC Delphinus CSG2, LLC DG-SB Project Holdings, LLC Gemini Community Solar, LLC GeminiCSGl, LLC Gemini CSG2, LLC GeminiCSG3, LLC Geronimo Community Solar Gardens Holding Company, LLC Geronimo Community Selar Gardens, LLC GPWH Holdings. LLC Grande Prairie Land Holding, LLC Grande Prairie Wind Holdings, LLC Grande Prairie Wind II, LLC HomeServices of America, Inc. HomeServices of America, Inc. Kem River Gas Transmission Company KR Holding, LLC KR Holding, LLC Lyra Community Solar Gardens, LLC Lyra CSGl, LLC Lyra CSG2. LLC Lyra CSG3, LLC M & M Ranch Acquisition Company,LLC M & M Ranch Holding Company, LLC Magma Netherlands B.V. Magma Netherlands B.V. Mapleton Community Solar, LLC Mapleton CSGI, LLC Mapleton CSG2, LLC MEHC Investment, Inc. MEHC Investment, Inc. MEHC Merger Sub Inc. MES Holding. LLC MidAmerican Central California Transco, LLC MidAmerican Energy Machining Services LLC Director Executive Vice President & Chief Financial Officer Manager {1) Manager (l) Manager (l) Manager (r) Manager (l) Manager (l) Manager (t) Manager (1) Manager (l) Manager (l) Manager (r) Manager (r) Manager (t) Manager (t) Manager (l) Manager (r) Manager (t) Manager (l) Manager (r) Manager (l) Manager (r) Manager (l) Manager (t) Manager (1) Manager (1) Manager (1) Manager (r) Manager (1) Director Finance Committee Member Director Manager (l) Vice President & Treasurer Manager (l) Manager (r) Manager (1) Manager (1) Manager (1) Manager (1) Director Senior Vice President Manager (r) Manager (r) Manager (1) Director President, Chief Financial Officer, & Treasurer Senior Vice President Manager (r) Manager (l) Manager (l) I l0 t Goodman, Patrick J. (continued) Business Entity Title MidAmerican Funding, LLC MidAmerican Geothermal Development Corporation Morgan Community Solar, LLC Morgan CSG1, LLC Morgan CSG2, LLC Morgan CSG3, LLC MSPS Holdings, LLC NNGC Acquisition, LLC Norming Investments B.V. Northern Electric plc. Northern Natural Gas Company Northern Powergrid Holdings Company NVE Holdings, LLC O.E. Merger Sub II, LLC O.E. Merger Sub Inc. Pegasus Community Solar Gardens, LLC Pegasus CSGI, LLC Pegasus CSG2, LLC Pinyon Pines Funding, LLC Pinyon Pines I Holding Company, LLC Pinyon Pines II Holding Company, LLC Pinyon Pines Projects Holding, LLC Pollux Community Solar Gardens, LLC Pollux CSGI, LLC Pollux CSG2, LLC PPW Holdings LLC Solar Star 3. LLC Solar Star 4,LLC Solar Star Funding, LLC Solar Star Projects Holding, LLC Spica Community Solar Gardens, LLC Spica CSGI, LLC Spica CSG2, LLC SSC XIX, LLC SSC XX, LLC Sundial Holding, LLC Taurus Community Solar, LLC Taurus CSGI, LLC Taurus CSG2, LLC Taurus CSG3, LLC Taurus CSG4, LLC Tongonan Power Investment, Inc. Tongonan Power Investment, Inc. TPZ Holding, LLC Vega Community Solar Gardens, LLC Vega CSGI, LLC Vega CSC2. !L{Vep CSG3, LLC Vega CSG4, LLC Vega CSG5, LLC Visayas Geothermal Power Company Manager (l) Manager (1) Manager (t) Manager (l) Manager (1) Manager (t) Manager (1) Manager (l) Senior Vice President & Chief Financial Officer Director Director Director Manager (l) Director Director Manager (l) Manager(r) Manager (l) Manager (l) Manager (t) Manager (l) Manager (r) Manager (l) Manager tl) Manager (l) Manager (l) Manager (l) Manager tt) Manager (l) Manager (l) Manager (l) Manager (l) Manager (r) Manager (r) Manager (l) Manager (l) Manager(l) Manager(l) Manager (1) Manager (l) Manager(l) Director Executive Vice President & Chief Financial Officer Manager (1) Manager (1) Manager (l) Manager (1) Manager (l) Manager (l) Manager (l ) Senior Vice President & Chief Financial Officer ll Hocken, Natalie L. Business Entity Title t Altalink Management Ltd. Berkshire Hathaway Energy Canada Foundation Berkshire Hathaway Energy Company Berkshire Hathaway Energy Foundation BHE Canada (BC) Holdings Corporation BHE Canada Holdings Corporation BHE Canada Holdings Corporation BHE Canada. LLC BHE Canada, LLC BHE U.K. Electric, Inc. BHE U.K. Electric, Inc. BHE U.K.Inc. BHE U.K. Power, Inc. BHE U.K. Power, Inc. BHE U.S. Transmission, LLC HomeServices of America, Inc. Kern River Gas Transmission Company KR Holding, LLC KR Holding, LLC M & M Ranch Acquisition Company,LLC M & M Ranch Acquisition Company, LLC M & M Ranch Holding Company, LLC M & M Ranch Holding Company, LLC MEHC lnvestment, Inc. MEHC Investment, Inc. MEHC Merger Sub Inc. MHC Inc. MHC Inc. MHC Investment Company MidAmerican Funding, LLC NNGC Acquisition, LLC Northern Natural Gas Company NVE Holdings, LLC NVE lnsurance Company, Inc. NVE Insurance Company, Inc. O.E. Merger Sub Inc. PPW Holdings LLC (l ) For LLCs, a manager is the equivalent ofa director Director Member Senior Vice President, General Counsel & Corp. Secretary Director Director Director Executive Vice President & Secretary Manager (r) Executive Vice President & General Counsel Director President Director Director President Manager (r) Director Director Manager (l) Vice President & Secretary Manager (l) President Manager tl) President Director Senior Vice President Corporate Secretary Director Executive Vice President, General Counsel & Assistant Secretary Director Manager (1) Manager (1) Director Manager (l) Director President Secretary & Treasurer Manager (t) I o 12 I I. B. Changes in Ownership Changes in Successive Ownership Between the Regulated Utility and Affiliated Interest For the Year Ended December 31,2017 Refer to Exhibit 2l ofthe 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, 2017. Refer to Exhibit 21 .l of the Berkshire Hathaway Energy Company ("BHE')Form l0-K(FileNo.001-14881)foralistofcertainsubsidiariesofBHEasofDecember3l,20lT. I I l3 I. C. Affiliate Descriptions t A narrative description of each affiliated entity with which the regulated utility does business. State the factor(s) giving rise to the affiliation. I t4 I I Narrative Descriptions for Each Affiliated Entity Affiliated interests of PacifiCorp are defined by Oregon Revised Statutes757.015, Revised Code of Washington 80.16.010 and Califomia 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, 2017. 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 andjoint 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 tariffrates. 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 forthose 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. (o'American Express Travel") - At December 31, 2017 , Berkshire Hathaway held a 15.7o/o ownership interest in American Express Company, which wholly owns American Express Travel. American Express Company is a global services company whose principal products and services are charge and credit 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. Environment One Corporation ("Environment One") -Environment One is an operating company of Precision Castparts Corp., which is a wholly owned subsidiary of Berkshire Hathaway. Environment One is a manufacturer and provider of products and services for sewer systems and instruments used by electric utilities to protect and optimize the performance of assets. Environment One provides PacifiCorp with certain mechanical parts, supplies, and 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") - During the third quarter of 2017, Berkshire Hathaway's ownership interest in IBM decreased to less than five percent of IBM's outstanding common shares. Accordingly, this report reflects the transactions between PacifiCorp and IBM that occurred between January 1,2017, and November 14,2017 (the date Berkshire Hathaway filed its Form 13-F for the Quarter ended September 30, 2017, and its ownership of IBM became knorvn). 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. t5 t I Marmon Utility, LLC - an affiliate of Marmon Holdings, Inc. ("Marmon"), which Berkshire Hathaway held a 100% ownership interest at December 31,2017. Marmon is an intemational association of numerous manufacturing and service businesses in energy-related and other markets. Marmon Utility, LLC provides materials to Pacifi Corp. Moody's Investors Service ("Moody's") - At December 31 ,2077, Berkshire Hathaway held a 12.9%o ownership interest in Moody's Corporation, which wholly owns Moody's. Moody's provides credit ratings and research covering debt instruments and securities. Moody's provides PacifiCorp with credit rating services. Phillips 66 Company - At December 31,2017, Berkshire Hathaway held a 14.3Yo 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 ,2017, 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 31,2017, Berkshire Hathaway held a l0% 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 16, 2018, Berkshire Hathau,ay owned 90.2%;o of BHE's common stock. The balance of BHE's common stock is owned by Walter Scott, Jr., a member of BHE's Board of Directors (along with his family members and related or affiliated entities) (8.8%o ownership interest as of February 16,2018), and Gregory E. Abel, BHE's Executive Chairman (1.0olo ownership interest as of February 16,2018). 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. 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. 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. 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. I t I l6 I t 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 Califomia 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, ajoint venture to identifu, develop, own and construct electric transmission projects in the 1 I 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 majoriry-owned subsidiary of BHE, which held 97.8%o ownership at December 31,2017. 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. ("lowa 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. Kem River's pipeline system consists of 1.700 miles ofnatural 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. Iease 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 ofthe 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 100oh 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.I l7 Northern Natural Gas Company ("Northern Natural") - an indirect wholly owned subsidiary of BHE. Northem 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. Northem Natural primarily transports and stores natural gas for utilities. municipalities, gas marketing companies and industrial and commercial users. Northem Natural provides administrative services to PacifiCorp under the IASA. PacifiCorp also provides administrative services to Northern Natural under the IASA. Northern Powergrid Holdings Company ("Northern Powergrid") - an indirect wholly owned subsidiary of BHE. Northem Powergrid owns two companies that distribute electricity in Great Britain, Northem Powergrid (Northeast) Limited and Northem 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 Northem 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 utilio/ 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 (o'Fossil Rocko') - 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. t t I l8 o I 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 char-qes. 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 66.67oh of Bridger Coal Company, the coal mining joint venture with Idaho Energy Resources Company ("lERC"), a subsidiary of Idaho Power Company. PMI is the entity that employs the individuals that work for Bridger Coal Company. Bridger Coal Company ("Bridger Coal") - a coal mining joint venture 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 66.670/o owned by PacifiCorp and33.33%o 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 -l988. 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 32.10o/o 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 19.28Vo owned by PacifiCorp. In addition to Trapper Mining Inc. providing coal to PacifiCorp, two PacifiCorp employees serve on the Trapper Mining Inc. board of directors. PacifiCorp is compensated for this service. Cottonwood Creek Consolidated lrrigation Company (*CCCIC") - a non-profit mutual irrigation company, which is a privately owned water stock company. PacifiCorp holds approximately 26%o 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 privatefy owned water stock company. PacifiCorp holds approximately 37o/o 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 retum, FCRC provides PacifiCorp up to 7,000 acre-feet of water. Huntington Cleveland Irrigation Company (*HCIC") * a non-profit mutual irri-eation company, which is a privately owned water stock company. PacifiCorp holds approximately 34%o of the outstanding water stock in HCIC. 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.I 19 I. D. Financial Statements t Financial statements or trial balances for the year ended December 31,2017, are included in Section Il. Transactions. o 20 I t t l5.7o/o lOOoutr t00% r 0096 <sYo 100.0% 12.9% 14.3% 6.1% 9.9% 902% 100% l00o/o 100% 100% 50.00,i, 100% r00% various 97.8% 100% 1 0096 100% l 0096 100o/o r 00% 1000h I 00oz 100% I 0096 1009'o 1009i, 100% 100?t) 1 00% 1009i, 1 0096 66.7o/o 0o/o ?l.40tn 26.09',o 36.8oui, 34.lo/o 34.817 35,1 I 8,660 t8t,294 20.000 'l sRs 1',15 85.79 I I I 6,335 897,20'7 34.817 35. I I 8.660 't8t -294 20.000 3,s85,236 85,79 I I 16,335 897,?0',7 414,545 1,903,99',7 1 ,491.577 3,080,346 3.098.384 I 9,738 Summan oftransactions included in Section II for the Year Ended December 31, 2017 Ownership I nterest as of American Express Travel Related Services Company, inc. BNSF Railwal,Companl, Environment One Corporation Flighrsafetv Intemational Inc. Inlemational Business Machines Corporalion (:) Marmon Utiliq- LLC Moodv s Inveslors Seruice Phillips 66 Companv U.S. Bancorp Wells Fargo & Compmy Berkshire Hathaway Energy Company BHE Altalink Ltd. BHE Renervabies, LLC CalEnerg-v Generation Operating Company BHE U.S. Transmission, LLC Electric Transmission Texas- LLC MidAmencan Central California Transco, LLC MTL Canyon Holdings, LLC CalEnergy Philippines HomeSeruices of America, Inc. Iowa Realty Co., Inc. Kem River Gas Transmission Company MHC lnc. MEC Construction Services Co. MrdAmerican Energy Company Midwest Capital Group, Inc. Nonhem Natural Gas Company Nonhem Powergrid Holdings Cornpanl' NV Energy, Inc. Nevada Porver Companl' Sierra Pacific Power Company MidAmerican Energy Seruices, LLC PPW Holdings LLC EnergN West Mining Company Fossil Rock Fuels, LLC lnterwest Mining Companv Pacific Minerals- Inc. Bridger Coal Company PacifiCorp Foundation Trapper Mining Inc. Cottonwood Creek Consolidated Inrgation Companl' Ferron Canal & Reseruoir Company Huntington Cleveland Irrigation Conpany Total Afliliated Seruices by Category s os? Ra? r,ss: 774.37 5 1,355 337,353 3.469,506 I "520 144,423 46,635 65,986 31.r62 260,261 88 7,116 16 I,776 I 49.345 3,87^t 77,108 I d{5 942,339 395 200,866 74.290 107,956 1 1 1.586 61 lOl 6 ?SS 6,097,315 46,635 67,969 31,162 1,034,636 88 7,'t 16 t6 I,776 149,345 19.1'1 1R 461 1'l? 1S1 3.455 4,41 I ,845 395 202,386 74,290 112,969 ))1 \)1 63,231 6,755 t.491 ,57i 3,080.346 2.484,672 2,401 1 60,602 154.323,994 15,196,860 333-443 1,033.998 528.309 878,532 878,532 5,013 I 15.941 128 6t3,712 17.337 33,5t I 33,51 1 271.111 431 ,713 1 ,1 r 8,02s l4l,0l4 q 510 I 55,442,019 141.014 I 5.206,390 JJJ.44J 1.033,998 528,309 I 2.958.604 220.994.084 3-082J72 n4-U6 ( I ) Inlercompany Administrative Services AgTeement (2 ) This entity was an affiliate for only part of the year ended December 3 I , 20 I 7. Accordingly, the amounts reported reflect only transactions between PacifiCorp and the entit! that occuned during the penod the entity was an affiliate. For further infonnation, refer to the entitl,'s page in this Section Il. Transactions. 10.660 066 2 Seruices provided purouant to the IASA Total PaciliCorp Received and Provided PacifiCorp Received PacifiCorp Provided Non-IASA goods and senices Total PacifiCorp PacifiCorp PacifiCorp Received and Received Provided Provided t 2I II. Transactions The following pages include the following information about services(r) rendered by the regulated utility to the affiliate and vice versa: a a A description ofthe nature ofthe transactions Total charges or billings Information about the basis ofpricing, cost ofservice, the margin ofcharges 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 a 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. "Convenience" payments made to vendors by one entity within the BHE group on behalf ol 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. 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. a I o a t 22 a I American Express Travel Related Services Company, Inc. Affi liated Transactions For the Year Ended December 31, 2017 Account Description Travel arrangement services Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofretum on assets PacifiCorp Received Services PacifiCorp Provided Services $ 34.81 7 $ $______i4au $ (a) (a) (a) (a) (a) N/A N/A N/A N/A N/A I (a)American Express Travel Related Services Company. lnc. 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 l0-K for the year ended December 31, 2017 (File No. I -7657) at www.sec.gov. t 23 CONSOLIDATED BALANCE SHEETS December 31 (Millions, except share data)2017 2076 Assets Cash and cash equivalents Cash and due from banks lnterest-bearing deposits in other banks (includes securities purchased under resale agreements: 2017, $48: 2016. $1i5) Short-term investment securities $ 5J,A S 3,278 27,709 70 20.779 1,151 Total cash and cash equivalents Accounts receivable Card Member receivables (includes gross receivables available to settle obligations of a consolidated variable interest entity: 2017, $8,919: 2016, $8,874), less reserves: 2017, $521: 2016, $467 Other receivables, less reserves: 2017, $31; 2016, $45 Loans Card Member loans (includes gross loans available to settle obligations of a consolidated variable interest entity: 2017, $25.695; 2016, $26,129), less reserves: 2017, $1,706; 2016, $t,223 Other loans, less reserves: 2017, $80; 2016. $42 lnvestment securities Premises and equipment, less accumulated depreciation and amortization: 2017, $5,455: 2016, $5,145 2,693 2,607 3.159 4,329 9,755 $ 181,159 32,927 53,526 3,163 25,204 46,841 3,232 64.O42 1,419 3,157 4,433 10,561Other assets (includes restricted cash of consoIdated variable interest entities: 2Ol7 , 562:2016, $38) Total assets $ 158.893 Liabilities and Shareholders' Equity Liabilities Customer deposits Travelers Cheques and other prepaid products Accounts payable Short-term borrowings Long-term debt (includes debt issued by consolidated variable rnterest entities:2017, $18,560; 2016, $15,1i3) Other liabilities $ 64,452 2,593 t4,657 3,278 55,804 22,L8 $ 162,932 $ s3,o42 2.8L2 1i.190 5.581 46,990 18,777 $ i38,392Total Iiabilities Contingencies and Commitments (Note 13) Shareholders' Equity Preferred shares, $1.662/3 par value, authorized 20 million shares; issued and outstanding 1,6O0 shares as of December 31, 2077 and 2016 (Note 17) Common shares, $0.2O par value, authorized 3.6 billion shares; issued and outstanding 859 million shares as of December 31.2O17 and 9O4 million shares as of December 31, 2016 Additional paid-in capital Retained earnings Accumulated other comprehensive loss Net unrealized securities gains, net of tax of:2017,$1; 2O16, $5 Foreign currency translation adjustments, net of tax of:2017, $(363); 2016,$24 Net unrealized pension and other postretirement benefits, net of tax of: 2071,$(779)l 2016, $(186) 172 12,21O 8,273 181 L2,733 10,371 7 (2,262) (52e) (2.784)Total accumulated other comprehensive loss (1,961) (467) (2,428) 18,227Total shareholders' equity 20.501 Total liabilities and shareholders' equity $ 181,159 $ 1s8,893 See Notes to Consolidated Financial Statements. 1iL+ CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31 (Millions, except per share amounts)2017 2016 2075 Ttx::',T;L"il:' Net card fees Other fees and commissions Other $ 19,186 3,090 3,O22 L,732 $ 18,680 2,846 2.O29 $ 19,297 2.700 2,466 2,033 Total non-interest revenues lnterest income lnterest on loans lnterest and dividends on investment securities Deposits with banks and other Total interest income lnterest expense Deposits Long-term debt and other Total interest nse Net interest income Total revenues net of interest expense 795 1,868 96 1"E 737696 6195 1.190 Provisions for losses Charge card Card Member loans Other Total isions for losses 2,759 3,217 7,608 1,439 5,258 5,n6 2,026 3,650 6,793 1.133 5.259 5,162 1,988 3,109 6,996 1.018 4,976 6,793 Total revenues net of interest expense after provisions for losses nru 3oo% 30330 Expenses Marketing and promotion Card Member rewards Card Member services and other Salaries and employee benefits Other. net Total expenses 23,298 2t.997 22.892 Pretax income lncome tax provision 7,414 4,678 8,096 2,688 7,938 2,775 Net income $ 2,736 $ 5,408 $ 5,163 Earnings per Common Share - (N ole 22)G) Basic Diluted $ $ 2.98 2.97 5.67 5.65 5.07 5.05 $ $ $ $ Average common shares outstanding for earnings per common share: Basic Diluted 935 883 886 o??999 1,003 (a) Represents net income less (i) earnings allocated to participating share awards of $21 million, $43 million and $38 million for the years ended December 31, 2017,2076 and 2015, respectively, and (ii) dividends on preferred shares of $81 million, $8O million and $62 million for the years ended December 31, 2O17. 2016 and 2015, respectively. 5ee Notes to Consolidated Financial Statements.I 25 n,Bo ,6348 '6,896 8,138 7,205 7.30989 131 157 326 139 79 8553 7.4?5 ? 545 n9 598 4751,333 1,106 2,t12 1,704 1.623 6.441 5,777 5.922 33.471 32,119 32.818 BNSF Railway Company Affiliated Transactions For the Year Ended December 31, 2017 N/A N/A N/A N/A N/A I Account Description Rail services Right-of-way fees Total Basis of pricing Cost of service Tlie margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets PacifiCorp Received Services PacifiCorp Provided Services $ 35,067,803 50"857 $ 3s.rr8.660 $ $ (a) (a) (a) (a) (a) (a)Rail services are based on negotiated prices under long-term contracts. Right-of-way fees are based on factors such as square footage. For further information on the following financial statements, refer to BNSF Railway Company's Form l0- K for the year ended December 31, 2017 (File No. l-6324) at www.sec.gov. t 26 t BNSF Railway Company and Subsidiaries I Consolidqted B olonce Sheets ln millions December 31, 2017 December 31, 2016 Assets Current assets: Cash and cash equivalents Accounts receivable, net Materials and supplies Other current assets $sl6 $ 1,668 803 204 570 1,508 82s 278 Total current assets Property and equipment, net of accumulated depreciation of $8,6 1 1 and $6, I 24, respectively Goodwill Intangible assets, net Other assets 3,191 3,181 62,281 14,803 392 2,431 61,213 r 4,803 423 2,155 Total assets $ 83,098 $ 81,775 Liabilities and Stockholder's Equity Current liabilities: Accounts payable and other current liabilities Long-term debt due within one year $3,069 $3,492 85o90 Total current liabilities 3.159 3,577 Deferred income taxes Long-term debt Casualty and environmental Iiabilities Intangible liabilities, net Pension and retiree health and welfare liability Other liabilities 13,542 1,355 499 471 310 1,104 20,00 r 1,467 584 567 321 1,120 Total liabilities 20,440 27,637 Commitments and contingencies (see Notes I I and I2) Stockholder's equity: Common stock, $ I par value, I ,000 shares authorized; issued and outstanding and paid-in-capital Retained eamings Intercompany notes receivable Accumulated other comprehensive income (loss) 42,920 39,337 (19,830) 231 42,920 27,218 (r6,r le) 119 Total stockholder's equity 62,658 54, I 38 Total liabilities and stockholder's equity See accompanying Notes to Consolidated Financial Statements.I 27 $ 83,098 $ 81,775 BNSF Railway Company and Subsidiaries Consolidated Ststements of Income tIn nrillions Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Revenues s 20,747 $ 19,278 $ 21,401 Operating expenses: Compensation and benefits Fuel Depreciation and amortization Purchased services Equipment rents Materials and other 4,914 2,518 2,341 2,019 784 875 4,717 1,934 2,11s 2,037 766 1,072 4,994 2,656 1,993 2,056 80r 7,134 Total operating expenses 13,451 12.641 13,634 Operating income Interest expense Interest income, related parties Other expense, net 7,296 43 (360) 30 6,637 50 (te7) 5 7,767 35 (13r) 20 lncome before income taxes Income tax expense (benefit) 7,583 (4,536) 6,779 2,s19 7,843 2,928 Net income $ r2,l 19 $4,260 $4,915 See accompanying Notes to Consolidated Financial Statements.t 28 I t I Environment One Corporation Affiliated Transactions For the Period Ended December 31, 2017 Account Description Equiprnent parts Total Basis of pricing Cost of service The margin of clrarges over costs Assets allocable to the services The overall rate ofreturn on assets PacifiCorp Received Services PacifiCorp Provided Services $ 1 8l .294 $ $_______Er2%$ (a) (a) (a) (a) (a) N/A N/A N/A N/A N/A (a) Environment One provides sen'ices to PacifiCorp in the normal course ofbusiness at standard pricing. Environment One is not a public company, and its financial statements are not available. t 29 FlightSafety International Inc. Affiliated Transactions For the Year Ended December 31, 2017 N/A N/A N/A N/A N/A I t Account Description Aviation training Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets PacifiCorp Received Services PacifiCorp Provided Services $ 20.000 $ $_______20-000 s (a) (a) (a) (a) (a) (a) FlightSafety International lnc. provides services to PacifiCorp in the normal course ofbusiness at standard pricing. Flightsafety International Inc. is not a public company, and its financial statements are not available. 30 I t t (b) (b) (b) (b) (b) N/A N/A N/A N/A N/A International Business Machines Corporation Affiliated Transactions For the Period from January lr2017 to November l4r2g17 {a) PacifiCorp Received Services PacifiCorp Provided ServicesAccount Description Computer hardware and software and computer systems maintenance and support services Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets L i-585236 $ $ 3.585.236 $ (a) During the third quarter of 2017. Berkshire Hatlraway's ounership interest in IBM decreased to less than five percent of IBM's outstanding common shares. Accordingly, this report reflects the transactions between PacifiCorp and IBM that occurred betrveen January l" 2017. and November 14.2017 (the date Berkshire Hathaway filed its Form 13-F for the Quarter ended September 30. 20 I 7. and its ownership of I BM became known). (b) lntemational Busirress 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 lnternational Business Machines Corporation's Form l0-K for the year ended December 31, 2017 (File No. 1-2360) at www.sec.gov. I 3l Consolidated Statement of Financia[ Position InternationaI Business Machines Corporation and Subsidiary Companies ($ in mitlions except per share amounts)I At December 31:Notes 2077 20L6 Assets Current assets Cash and cash equivatents Marketable securities $ 7't ,972 $ 7,826 D 608 707 Notes and accounts receivable-trade (net oi allowances of $297 in 20]-7 and $290 in 2016) Short-term financrng receivables (net of altowances of $261 in 20a7 and $337 in 2016) F Other accounts receivable (net of attowances oi $36 in 2017 and $48 in 2016) 8!928 21-,727 981 9,182 19,006 L,O57 I nvento ries E L,583 Prepaid expenses and other current assets 3,942 4,564 TotaI current assets 49,735 43,888 Property, ptant and equipment Less: Accumulated depreciation 5U,IJ5 21,,275 19,303 Property, ptant and equipment-net G a7,776 10,830 Long-term financing recervables (net of atlowances of $74 in 2017 and $101 in 2016)F 9,550 9,02L Prepaid pension assets Deferred taxes CooOwitt Intangibte assets-net Investments and sundry assets 4,643 4,862 36,788 3,034 N I 5,224 36,799 I H 3,742 4,688 4,5854,9L9 Total assets $ 125,356 $ 1\7,470 Compensation and benefits N D&J 6,987 7,5!3 6,209 I6,45L 3,644 3,577 Deferred income Other accrued expenses and tiabitities 77,552 4,510 11,035 4,705 Total current tiabitities 37,363 36,275 debt Retirement and nonpension postretirement benefit obligations Deferred income D&J 39,837 34,655 s 16,720 77,070 3,7 46 3,600 Other Iiabitities K O OAE 7,477 Totat tiabitities 707,637 99,078 Contingencies and commitments Eq u ity IBM stockhotders' equity t*,'l Common stock,par vatue $.20 per share, and additionat paid-in capitaL 54,566 E2 0?tr Shares authorized: 4,687,500,000 S h a res r ss u ed (2077 - 2,229, 428,81,3 ; 201,6 - 2,225,11,6,815) Retained earnings Treasury stock, at cost (shares: 2017 -249,588; 2076 - 7,27 9,249,472) Accumutated other comprehensive i ncome/(loss) 753,126 152,759 (163,507) (26,592) (159,0s0) (2e,3e8) Total IBM stockhotders' equity 77,594 18,246 Noncontrolling interests 737 L46 )-: A $ 125,356 $ 777,470 t Total equity 77,725 L8,392 Totat tiabitities and equity Amounts may not add due to rounding. Tlre accompanying nctes on pages 84 through 146 are an integral part of the financial statements Liabitities and equity Current liabitities Taxes Short-term debt Accounts payabte $ Consolidated Statement of Earnings Internationa[ Business Machines Corporation and Subsidiary Companies I ($ in miLLions except per share amounts) For the year ended December 31:Notes 20t7 2016 2015 Revenue Services $50,709 $51,268 $49,97\ Sales 26,715 26,942 29,967 Fi nanci ng 7,775 7,7L0 1,864 Total revenue T 79,139 ?o olo 87,747 Cost Services 34,447 34,021 33,726 Sales 7,256 6,559 6,920 Fi nanci ng 7,270 7,O44 1,011 Total cost 42,973 47,625 4\,057 Gross profit 36,227 38,294 40,684 Expense and other (income) Selting, general and administrative 20,L07 21-,069 20,430 o 5,787 5,75L 5,247 Intetlectua[ property and custom deve income (7,466)(1,631)(682) Other (income) and expense (2]-6)L45 (724) Interest expense D&J 615 630 468 Total expense and other (income)24,827 25,964 24,7 40 Income from continuing operations before income taxes 11,400 12,330 1E O/E Provision for income taxes N 5,642 449 2,587 Income from continuing operations 5,758 11,881 73,364 Loss from discontinued operations, net of tax C (5)(e)(774) Net income $ 5,753 $77,872 $13,190IEarnings/(toss) per share of common stock Assuming dilution ns P $b. -14 0.00 $ 12.39 $ 13.60 Discontinued operations P (0.01)(0.18) Total P $ 6.14 $ 12.38 $ 13.42 Basic Continuing operations P $ 6.L7 $ 1,2.44 $ 13.66 Discontinued operations P 0.00 (0.01)(0.18) TotaI P $ 6.17 $ 1-2.43 $ 13.48 Weighted-average number of common shares outstanding Assuming ditution 937,385,625 9s8,7r4,097 982,700,267 Basic 932,828,295 955,422,530 978,744,523 Anrounts may not add dLre lo rounding. The accompanying notes on pages 84 through 146 ale an integral part of the financial statenrents I JJ Research, devetopment and engineering Marmon Utility, LLC Affiliated Transactions For the Year Ended December 31, 2017 I Account Description PacifiCorp Received Services PacifiCorp Provided Services Materials $ 85.791 q Total $________i5J91 $ Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets (a) (a) (a) (a) (a) N/A N/A N/A N/A N/A (a) Marmon Utility, LLC provides services to PacifiCorp in the normal course ofbusiness at standard pricing. Marmon Utility, LLC is not a public company, and its financial statements are not available.t 31 t I Moody's Investors Service Afliliated Transactions For the Year Ended December 31, 2017 Account Description PacifiCorp Received Services PacifiCorp Provided Services Credit rating services $ 1 r6.33s $ Total $_____ll6j.j5 $ Basis of pricing Cost of service The margin of charges over costs Assets allocable to the seruices Tlie overall rate of return on assets (a) (a) (a) (a) (a) N/A N/A N/A N/A N/A (a) Moody's Investors Service provides services to PacifiCorp in the normal course ofbusiness at standard pricing.I 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 l0-K for the year ended December 31,2017 (File No. 1-14037) at www.sec.gov. I 35 MOODY'S CORPORATION CONSOLIDATED BALANCE SHEETS (Amounts in miltions, except share and per share data) ASSETS Current assets: Cash and cash equivalents Short-term investments Accounts receivable, net of altowances of 536.6 in 2017 and S25.7 in 2016 Other current assets Total current assets Property and equipment, net Coodwill lntangible assets, net Deferred tax assets, net Other assets TotaI assets LIABILITIES, NONCONTROLLING INTERESTS AND SHAREHOLDERS' DEFICIT Current Iiabitities: Accounts payabte and accrued liabitities Commercial paper Current portion of [ong-term debt Deferred revenue Total current Iiabilities Non-current portion of deferred revenue Long-term debt Deferred tax liabitities, net Unrecognized tax benefits Other Iiabilities Tota[ [iabitities Contingencies (Note 19) Sharehotders' deflcit: Preferred stoc( par vatue S.01 per share; 10,00O,00O shares authorized; no shares issued and outstanding Series common stock, par value S.01 per share; 10,000,000 shares authorized; no shares issued and outstanding Common stoc( par value S.01 per share; 1,000,000,000 shares authorized; 342,902,272 shares issued At December 31,2017 and December 31,2016, respectivety. Capital surplus Retained earnings Treasury stock, at cost; 151,932,157 and 152,208,231 shares of common stock at December 31 2017 and December 31,2016, respectivety Accumutated other comprehensive loss Totat Moody's sharehotders' def icit Noncontro[ting interests TotaI shareholders' deficit TotaI liabilities, noncontrolting interests and sharehotders' deficit The accompanying notes are an integrai part of the consolidated financiat statements. t December 31, 2017 zo16 s 1,071.5 s 111.8 1,147.2 250.1 2,051.5 173.4 887.4 140.8 2,580.6 325.1 3,753.2 1,63',l.6 143.8 159.9 3,253.1 325.9 1,O23.6 296.4 316.1 112.2 s 8,594.2 s 5,327.3 s 750.3 129.9 299.5 883.6 s 1,444.3 300.0 683.9 2,053.3 140.0 5,1 1 1.1 341.6 389.1 664.0 2,428.? 134.1 3,063.0 104.3 199.8 4?5.? 8,709.1 6,354.6 3.4 528.6 7,65.4 (8,1s2.9) (172.2) 3.4 477.? 6,688.9 (8,029.6) (364.e) (327.71 212.8 (1,22s.0) 197.7 (114.e)(1,02 7.3) s 8,594.2 s 5,327.3 I 36 MOODY'S CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in mitLions, except per share data) Year Ended December 3 1, 2017 S 4,204.1 S 2015 2015 3,604.2 s 3,484.5Revenue Expenses Operating Se[[ing, general and administrative Restructuri ng Depreciation and amortization Acquisition-Related Expenses Settlement Charge Total expenses Operating income Non-operating (expense) income, net lnterest expense, net Other non-operating (expense) income, net Purchase Price Hedge Cain CCXI 6ain Non-operating (expense) income, net lncome before provision for income taxes Provision for income taxes Net income Less: Net income attributabte to noncontrotling interests Net income attributable to Moody's Earnings per share Basic Dituted Weighted average shares outstanding Basic Diluted The accompanying notes are an integraL part of the consolidated financiaI statements. 1,222.8 991.4 158.3 22.5 1,026.6 936.4 12.0 126.7 863.8 976.3 921.3 '1 ',t 3.5 2,395.O 2,965.5 2,011.1 1,809.1 638.7 1,473.4 (188.4) (4.7) 111.1 59.7 (137.8) 57.1 (11s.1) 21.3 (22.3)(80.7)(e3.8) 1,786.8 779.1 558.0 282.2 1,379.6 430.0 1,OO7.7 7.1 275.8 9.2 949.6 8.3 S 1,000.6 S 266.6 s 941.3 s s.24 s '1.38 s 4.70 s s.ls s 1.36 s 4.63 191.'l 192.7 195.4 200.1 194.2 203.4 I 37 Phillips 66 Company Affiliated Tran sactions For the Year Ended December 31, 2017 o Account Description PacifiCorp Received Services PacifiCorp Provided Services Lubricating oil and grease products $ 897.207 $ Total s 897.207 s Basis of pricing Cost of service The rnargin of charges over costs Assets allocable to the services The overall rate ofreturn on assets (a) (a) (a) (a) (a) N/A N/A N/A N/A N/A (a) Phillips 66 Company provides services to PacifiCorp in the normal course ofbusiness 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 1 0-K for the year ended December 3 I , 201 7 (File No. 001 -35349) at www.sec.gov. t t 38 Itoroateo At December 31 Assets Cash and cash equivalents Accounts and notes receivable (net of allowances of $29 million n2017 and $34 million in 2016) Accounts and notes receivable-related parties Inventories Prepaid expenses and other current assets Balance Sheet Phillips 66 Millions ofDollars 2017 2016 $3,119 6,424 1,082 3"395 370 2,711 5,485 9t2 3,150 422 Total Current Assets Invesfrnents and long-term receivables Net properties, plants and equipment Goodwill Intangibles Other assets 14"390 13,941 21,460 3270 876 434 72,680 13,534 20,855 3,270 888 426 Total Assets $54,371 5 1,653 Liabilities Accounts payable Accounts payable-related parties Short-term debt *;1,ruflff$iltr- Other accruals 6,395 666 550 805 527 520 7AA 785 4l 1,002 582 455 $ Total Current Liabilities Long-term debt Asset retirement obligations and accrued environmental costs Deferred income taxes Employee benefit obligations Other liabilities and deferred credits 10,107 10,069 641 5,008 884 234 9,463 9,588 655 6,743 1,216 263 Total t-iabilities 26,943 27,928 Equity Common stock (2,500,000,000 shares authorized at $0.01 par value) I ssued (20 1 7-6 43,83 5,464 shares; 20 I 6--6 41,593,8 5 4 shares) Par value Capital in excess ofpar Treasury stock (at cost: 2017-141,565,145 shares; 2016-122,827,264 shares) Retained earnings Accumulated other comprehensive loss 6 19,768 (10,378) 16,306 (617) 6 19,559 (8,788) 12,608 (ee5) Total Stockholders' Equity Noncontrolling interests 25,085 2,343 22,390 1,335 Total Equity 27,428 )? 1)\ Total Liabilities and Equity $54,371 51,653 to Corcolidated Fimcial Statements. 39 Consolidated Statement of Income Years Ended December 31 Revenues and Otler Income Sales and other operating revenues* Equity in earnings of affiliates Net gain on dispositions Other income Phitlips? Millions of Dollars 2017 2016 20t5 $102$s4 1,732 15 521 84,279 1,414 l0 74 98,975 7,573 283 ll8 Total Revenues and Other Income 104,622 8s,777 100,949 Costs and Expenses Purchased crude oil and products Operating expenses Selling, general and administative expenses Depreciation and amortization Impairments Taxes other than income taxest Accretion on discounted liabilities Interest and debt expense Foreign currency transaction (gains) losses 79,409 4,699 1,695 1,318 24 13,462 22 '1 62,468 4,275 1,638 1,168 5 13,688 2t 338 (15) 73,399 4,294 1,670 1,078 7 14,077 2t 310 49 Total Costs and Expenses 101,067 83,586 94,905 Income before income taxes Income tax expense (benefit) 3,555 2,191 6,044(1,693) s47 r,7Sr Net Income Less: net income attributable to noncontrolling interests 5,248 142 1,644 +,zsilJ 5389 Net Income Attributable to Phillips 66 $5,106 1,555 4,227 Net lncome Attributable to Phillips 66 Per Share of Common Stock (dollms) Basic Diluted $9.90 9.8s 2.94 2.92 7.78 7.73 Dividends Paid Per Share of Common Stock (dollars)$2.73 2.45 2.18 Weigbted-Average Common Shares Outstanding (thousands) Basic Diluted 515,090 518,508 527,531 530,066 542,355 546,977 'i lncludes qcise tues on sales of petroleun produas: See Notes to Cotsolidaed Fimcial Stdements. .,13,0s4 I 3,i81 1 3,780 o 40 t IJ.S. Bancorp Affiliated Transactions For the Year Ended December 31, 2017 Account Description PacifiCorp Received Services PacifiCorp Provided Services Banking services $ 4 r 4.545 $ Total $_______414315 $ Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets (a) (a) (a) (a) (a) N/A N/A N/A N/A N/A (a) U.S. Bancorp provides banking services to PacifiCorp in tlre normal course of business at standard pricing for ce(ain transactions and at negotiated rates below standard pricine for other certain transactions.t For further information on the following financial statements, refer to U.S. Bancorp's Form l0-K for the year ended December 31, 2017 (File No. I -6880) at www.sec.gov. I 1t Assets Cash and due from banks . lnvestment securities Heldto-maturity (fair value $43,723 and $42,435, respectively) Availablejorsale ($689 and $755 pledged as collateral, respectively)(a) Loans held for sale (including $3,534 and $4,822 of mortgage loans carried at fair value, respectively) Loans Commercial Commercial real estate Residential mortgages Credit card Other retail Total loans, excluding covered loans . . Covered loans . . Total loans Less allowance for loan losses Net loans Premises and equipment Goodwill Other intangible assets . Other assets (including $238 and $314 of trading securities at fair value pledged as collateral, respectively)(a) Total assets Liabilities and Shareholders' Equity Deposits Noninterest-bearing . . . lnterest-bearing(b) ..... Total deposits Short{erm borrowings Long{ermdebt... Other liabilities Total liabilities Shareholders' equity Preferred stock . . Common stock, par value $0.01 a share - authorized: 4,000,000,000 shares; issued: 2017 and2O16 - 2,125,725,742 shares. Capital surplus Retained earnings Less cost of common stock in treasury: 2017 - 470,080,231 shares; 2016 - 428,813,585 shares . . . . Accumulated other comprehensive income (loss) . . Total U.S. Bancorp shareholders'equity . Noncontrolling interests Total equity Total liabilities and equity $ 19,505 $ 15,705 44,362 68,137 3,554 97,561 40,463 59,783 22,180 57,324 42,991 66,284 4,826 93,386 43,098 57,274 21 ,749 53,864 277,311 3,121 269,371 J,OJO 280,432 (s,e25) 273,207 (3 813) 276,s07 2,432 9,434 3,228 34,881 269,394 2,443 9,344 .r,.ru., 31 ,674 $462,040 $445.964 t$ 87,557 259,658 $ 86,097 248,493 347,215 16,651 32,259 16,249 334,590 13,963 J.', \rz\, 16,155 412,374 5,419 ZI 8,464 54,142 (17,602) 11,404) 398,031 c,cu r 21 8,440 50,151 (15,280) (1,535) 49,040 47,298 635 49,666 47,933 626 $462,040 $445,964 U.S. Bancorp Consolidated Balance Sheet At December 31 (Dollars in Millions) I 2017 201 6 (a) lncludes only collateral pledged by the Company where counterpafties have the right ta sell or pledge the collateral. (b) lncludes time deposits grater thil $250,0OO balances of $6.8 billion and $3.0 billion at Decffibtr 31 , 2017 and 2016, respntively. Se Notes to Cmsordated Fnancial Statements. 42 t Year Ended December 31 (Dollars and Shares in Millions. Except Per Share Data) 20T 7 20 1 6 201 5 U.S. Bancorp Consolidated Statement of lncome lnterest lncome Loans . Loans held for sale . lnvestment securities Other interest income . Total interest income . lnterest Expense Deposits Shortterm borrowings Long{erm debt . . Total interest expense Net interest income . Provision for credit losses . Net interest income after provision for credit losses . . Noninterest lncome Credit and debit card revenue Corporate payment products revenue Merchant processing services ATM processing services Trust and investment managementfees . . . . . . Deposit service charges Treasury management fees . , . Commercial products revenue Mortgage banking revenue lnvestment products fees . . . Securities gains (losses), net Realized gains (losses), net . . . . Total other{han-temporary impairment Portion of otherthan{emporary impairment recognized in other comprehensive income (loss) Total securities gains (losses), net . . . . Other . Total noninterest income Noninterest Expense Compensation Employee benefits Net occupancy and equipment Professional services Marketing and business development Technology and communications . . . Postage, printing and supplies Otherintangibles ..... Other . Total noninterest expense lncome before income taxes Applicable income taxes Net income Net (income) loss attributable to noncontrolling interests Net income attributable to U.S. Bancorp Net income applicable to U.S. Bancorp common shareholders Earnings per common share . . Diluted earnings per common share . . Dividends declared per common share . . Average common shares outstanding . . . . Average diluted common shares outstanding . . . . $1 1 ,827 $10,81 0 1tri 2,O78 125 $10,059 206 2,001 136 144 2,232 roa 14,385 13,167 12,402 1,041 319 784 ozt toJ 754 457 245 699 2,144 1,639 1,401 12,241 1,390 11,528 1,324 11,001 1,132 10,851 1,252 753 1,590 JOZ 1,522 751 618 849 834 163 1,177 712 1,592 JJO 1,427 725 583 871 o70 158 1,070 708 1,547 318 1,321 702 ctl I 867 906 185 (1) 10,204 9,869 27 (6) 1 EA 2257 860 993 907 9,61 1 9,577 o no, 5,746 1 ,186 1 ,019 419 542 977 175 2,558 4,812 1,167 991 423 JOt BB7 297 174 1 ,819 5,212 1,119 9BB 502 435 955 31 1 179 t,v/c 12,945 11,676 10,931 7,517 1,264 8,030 2,O97 o,zcJ 5,944 5,933 $ 6,218 $ 5,888 $ 5.879 $5,91 3 $5,58e $5,608 $ 3.53 $ 3.25 $ 3.18$ 3.51 $ 3,24 $ 3.16$ 1.16 $ 1.07 $ r.Or1,677 1,718 1,764 1 ,683 1 ,724 1,772 8,105 2,161 (54)(56)(3s) Se Notes to Consordated Financial Statements. 43 Wells Fargo & Company Affiliated Transactions For the Year Ended December 31, 2017 I PacifiCorp Received Services PacifiCorp Provided ServicesAccount Description Banking services Financial transactions related to energy hedging activity (u) Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets $1,128,574 775.423 $__,_lJ03t97 $ $ (b) (b) (b) (b) (b) N/A N/A N/A N/A N/A (a) Represents the financial impact realized on natural gas swaps during the year ended December 3 I - 201 7. In conjunction u'ith these swap arrangements. PacifiCorp had no collateral at Wells Fargo as of Decernber 3 I . 20 I 7. Please refer to the 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 identifo, 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 1 0-K for the year ended December 3 I , 20 1 7. For further information on the following financial statements, refer to Wells Fargo & Company's Form 10- K for the year ended December 31 ,2017 (File No. 001-2979) at www.sec.gov. t 44 t t (in millions, except shares) Dec 31, 20L7 Dec 31, 20 16 Assets Cash and due from banks Federal funds sold, securities purchased under resale agreements and other short-term investments Trading assets Investment securities : Available-for-sale, at fair value Held-to-maturity, at cost (fair value $138,985 and $99,155) Mortgages held for sale (includes $16,116 and $22,042 carried at fair value) (1) Loans held for sale Loans (includes 9376 and $758 carried at fair value) (1) Allowance for loan losses $23,367 272,605 92,329 277,O85 139,335 20,o70 108 956,77O ( 1 1,004) 20,729 266,038 74,397 308,364 99,583 26,309 80 967,604 ( 1 1,419) Net loans 945,766 956,185 Mortgage servicing rights: Measured at fair value Amortized Premises and equipment, net Goodwill Derivative assets Other assets (includes $4,867 and $3,275 carried at fair value) (1) L3,625 tA24 8t847 26,587 t2,224 118,381 12,959 1,406 8,333 26,693 74,498 7t4,54L Total assets (2)s L,95t,757 1,930,1 15 Liabilities Noninterest-bearing deposits Interest-bearing deposits $373,722 962,269 375,967 9 30,1 12ITotal deposits Short-term borrowings Derivative liabilities Accrued expenses and other liabilities Long-term debt 1,335,99 1 103,256 8,796 7O,6L5 225,O2O 1,306,079 96,78t 14,492 57,r89 255,077 Total liabilities (3)t,743,678 1,729,618 Equity Wells Fargo stockholders' equity : Preferred stock Common stock - $1-2l3 par value, authorized 9,000,000,000 shares; issued 5,481,811,474 shares Additional paid-in capital Retained earnings Cumulative other comprehensive income (loss) Treasury stock - 590,194,846 shares and 465,702,L48 shares Unearned ESOP shares 25,358 9,135 60,893 145,263 (2,t44) (29,892) ( 1,678) 24,55r 9,136 60,234 r33,075 (3,137) (22,7t3) ( 1,s6s) Total Wells Fargo stockholders' equity Noncontrolling interests 206,936 L,t43 199,58 1 915 Total equity 208,O79 200,497 Total liabilities and equity $ L,95t,757 1,930,1 15 (1) Parenthetical amounts represent assets and iiabilities for which we have elected the fair value option. ofthose VIES: Ctsh and due from banks, $116 million and $168 million; Federal funds sold, securities purchased under resale agreements and other short-term investments, 9376 million and 974 million; Trading assets, $294 million and $130 million; lnvestment securities, $0 million and $0 million; Net loans, $12.5 billion and 912.6 billion; Derivative assets, g0 million and g1 million; Other assets, $349 million and $452 million; and Total assets, $13.6 billion and $13.4 billion, respectively. liabilities, g5 million and 933 million; Accrued expenses and other liabilities, $132 million and $107 million; Long-term debt, $1.5 billion and $3.7 billion; and Total liabilities, $1.6 billion and $3.8 billion, respectively, The accompany'ing notes are an integral part ofthese statements.t 45 Wells Fargo & Company and Subsidiaries Consolidated Bzrlance Sheet Wells Fargo & Companl-and Subsidiaries Consolidated Statement of Income Year ended December 31, 20L7 2015 20 15(in millions, except per share amounts) Interest income Trading assets Investment securities Mortgages held for sale Loans held for sale Loans Other interest income Total interest income s8,909 53,663 49,277 Interest expense Deposits Short-term borrowings Long-term debt Other interest expense 3,013 758 5,L57 424 1,395 330 3,830 354 963 64 2,592 357 Total interest expense 9,352 5,909 3,976 Net interest income Provision for credit losses 49,557 47,754 45,30 1 2,442770 47tO29 43,984 42,859Net interest income after provision for credit losses Noninterest income Service charges on deposit accounts Trust and investment fees Card fees Other fees Mortgage banking Insura nce Net gains from trading activities Net gains on debt securities (1) Net gains from equity investments (2) Lease income Other 5,111 L4,495 3,960 3,557 4,35O 1,o49 1,053 479 1,268 L,9O7 1,503 5,372 t4,243 3,936 a 141 6,096 t,268 834 942 879 1 0r7 1,289 5,168 t4,468 3,720 4,324 o,)u1 r,694 6t4 952 2,230 62t 464 Total noninterest income 38,832 40,513 40,756 Noninterest expense Salaries Commissron and incentive compensation Employee benefits Equipment Net occupancy Core deposit and other intangibles FDiC and other deposit assessments Other L7,363 LO,442 5,566 2,237 2,849 1,152 1,287 17,588 16,5 5 2 70,247 5,094 2,154 2,855 7,792 1,168 13, 115 1 5,883 70,352 4,446 2,063 2,886 t,246 973 72,t25 Total noninterest expense 58,484 52,377 49,974 Income before income tax expense Income tax expense 27,377 4,917 32,720 10,075 33,641 10,365 Net income before noncontrolling interests Less: Net income from noncontrolling interests 22,460 22,045 23,276 277 707 382 Wells Fargo net income Less: Preferred stock dividends and other $22,L83 1,629 Wells Fargo net income applicable to common stock $ 20,554 20,373 2r,470 Per share information Earnings per common share Diluted earnings per common share Dividends declared per common share Average common shares outstanding Diluted average common shares outstanding $4.t4 4.10 1.540 4,964,6 5,017,3 4.03 3.99 1.5 15 5,0 52.8 5,108.3 4.18 4.12 t.47 5 5, 136.5 5,209.8 ( 1) Total other-than-temporary impairment (OTTI) losses were $205 million, $207 million and 9136 million for the years ended December 3 L, 20L7 , 2076 and 2015, respectively. Oftotal OTTI, losses of $262 million, $189 million and 9183 million were recognized in earnings, and losses (reversal of losses) of $(57) million, $18 million and $(47) million were recognized as non-credit-related OTTI in other comprehensive income for the years ended December 31, 2017, 2016 and 2015, respectively.(2) lncludes OTTI losses of $344 million, $453 million and $376 million for the years ended December 3f, 2017, 20L6 and 2015, respectively. The accompanling notes are an integral part ofthese statements. 46 $ 2,928 2,506 1,971 10,664 9,248 8,937 7A6 784 785 L2919 41,388 39,505 36,575 3,131 1,611 990 21,938 22,894 1,565 1,424 I Berkshire Hathaway Energy Company Affiliated Transactions For the Year Ended December 310 2017 PacifiCorp Received Services PacifiCorp Provided ServicesAccount Description Administrative services under the Intercompany Administrative Services Agreement ("lASA") Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets $ s.952.892 $ 144.423 $___5p52-892 $_____r44A23 (a) (a) None None None (a) (a) None None None I (a) Services are performed under the IASA. Direct charges are calculated as described in Article 41a)(i) ofthe attached IASA. Refer to Section VII for discussion ofamounts that were based on allocation factors. The amounts in the table above reflect the cos! of tJre.sen,ices PacifiCorp is party to an income tax-sharing arrangement and is part of the Berkshire Hathaway Inc. United States federal income tax retum. For cerlain state income taxes, PacifiCorp is part of Berkshire Hathaway Energy Company C'BHE") combined or consolidated state income tax retums. PacifiCorp's provision for income taxes has been computed on a stand-alone basis. PacifiCorp remits federal and certain state income tax payments to PPW Holdings LLC. PPW Holdings LLC then remits income tax payments to BFIE, and BHE remits any federal income tax payments to Berkshire Hathaway Inc. At December 31 , 2017, PPW Holdings LLC owed PacifiCorp $65,569,497, and Pacific Minerals, Inc. owed PPW Holdings LLC $6,3 5 1,524 under this arrangement. For further information on the following financial statements, refer to Berkshire Hathaway Energy Company's Form l0-K for the year ended December3l ,2017 (File No. 001-14881) at www.sec.gov. PacifiCorp is included in the following financial statements as a consolidated subsidiary of BHE. t 47 BERKSH IRE HATHAWAY ENERG Y COMPANY AND SUBSIDIARI ES CONSOLIDATED BALANCE SHEETS (Amounts in millions)t As of December 31 2017 2016 ASSETS Current assets: Cash and cash equivalents Restricted cash and short-term investments Trade receivables, net Income taxes receivable Inventories Mortgage loans held for sale Other current assets Total current assets $935 $ 327 2,014 JJ+ 888 465 8r5 721 211 1,751 925 359 706 5,778 4,673 Property, plant and equipment, net Goodwill Regulatory assets Investments and restricted cash and investments Other assets 65,871 9,678 2,761 4,872 1,248 62,509 9,0r0 4,307 3,945 996 Total assets $ 90,208 $ 85,440 The accompanying notes are an integral part ofthese consolidated financial statements.o I 48 I BERKSHIRE HATHAWAY ENERGY COM PANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (continued) (Amounts in millions) As of December 31, 2017 2016 LIABILITIESAND EQUITY Current liabilities: Accounts payable Accrued interest Accrued property, income and other taxes Accrued employee expenses Short-term debt Current portion oflong-term debt Other current liabilities Total current liabilities $1.5t9 $ 488 354 274 4,488 3,431 1,049 1,317 454 389 261 I,869 I,006 1.017 1 1,603 6,3r3 BHE senior debt BHE junior subordinated debentures Subsidiary debt Regulatory liabilities Deferred income taxes Other long-term liabilities Total liabilities s 45? 100 26,210 7,309 8,242 2,984 7,418 944 26,748 2,933 13,879 2,742 61,900 60,977tCommitments and contingencies (Note 16) Equity: BHE shareholders' equity: Common stock - ll5 shares authorized, no par value, 77 shares issued and outstanding Additional paid-in capital Retained earnings Accumulated other comprehensive loss, net Total BHE shareholders' equity Noncontrolling interests Total equity 6,368 22,206 (3e8) 6,390 19,448 (r,s11) 28,176 132 24,327 136 28.308 24,463 Total liabilities and equity $ 90,208 $ 8s,440 The accompanying notes are an integral part of these consolidated financial statements. o 49 BERKSH I RE HATHAWAY ENERG Y COM PANY AND SU BSIDIARI ES CONSOLIDATED STATEM ENTS OF OPERATIONS (Amounts in millions)t Years Ended December 31, 2017 20t6 20t5 Operating revenue: Energy Real estate Total operating revenue $ 15,171 $ 3,443 14,621 $ 2,801 15,354 2,526 18,614 17,422 17.880 Operating costs and expenses: Energy: Cost of sales Operating expense Depreciation and amortization Real estate Total operating costs and expenses 4,518 ).t t) 2,580 1 ))q 4,315 3,707 2,s60 2,589 5,079 1 1?) 2,399 ) i4) 14,100 13,171 13,552 Operating income 4^514 4,251 4,328 Other income (expense): lnterest expense Capitalized interest Allowance for equity funds lnterest and dividend income Other, net Total other income (expense) (1,84 l ) 45 76 lll (3e8) ( r ,8s4) r39 158 120 36 (1,904) 74 9l 107 39 I (2,007) (1,401) (r,s93) Income before income tax (benefit) expense and equity (loss) income Income tax (benefit) expense Equity (loss) income Net income Net income attributable to noncontrolling interests Net income attributable to BHE shareholders 2,507 (ss4) (1s1) 2,850 403 123 2,735 4s0 I t5 2,910 40 2,570 28 2,400 30 $ 2,870 $ 2,542 $ 2,370 The accompanying notes are an integral part ofthese consolidated financial statements. t 50 I I BHE Altalink Ltd. Affiliated Transactions For the Year Ended December 31, 2017 PacifiCorp Received Services PacifiCorp Provided ServicesAccount Description Administrative services under the Intercompany Admini strative Services Agreement ("1 ASA") Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets $ $ $ 46.635 $________46-6X (a) (a) None None None N/A N/A N/A N/A N/A t (a) Services are performed underthe IASA. Direct charges are calculated as described in Article 4(aXi) ofthe attached IASA. Refer to Section VII for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe sen ices. Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of BHE AltaLink Ltd. 5t BHE Renewables, LLC Affiliated Transactions For the Year Ended December 31, 2017 I Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement ("1ASA")$ 1.983 $ 6s.986 Total $ 1.983 $ 65.986 Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets (a) (a) None None None (a) (a) None None None (a) Services are performed under the IASA. Direct charges are calculated as described in Article 4(aXi) of the attached IASA. Refer to Section VII for discussion ofamounts that were based on allocation factors. The amounts in the table above reflect the cost ofthe services.t Refer to the financial statements of Berkshire Hathaway Energy Company, the parent company of BHE Renewables. LLC. I 52 I I CalEnergy Generation Operating Company Affiliated Transactions For the Year Ended December 31, 2017 PacifiCorp Received Services PacifiCorp Provided ServicesAccount Description Administrative services under the lntercompany Administrative Services Agreement ("lASA") Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets $$ 3 1.162 $________31-162 (a) (a) None None None $ N/A N/A N/A N/A N/A t (a) Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) ofthe attached IASA. Refer to Section VII for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe services. Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of CalEnergy Generation Operating Company. 53 BHE IJ.S. Transmission, LLC Affi liated Tran sactions For the Year Ended December 31, 2017 (a) (a) None None None (a) (a) None None None I I PacifiCorp Received Services PacifiCorp Provided ServicesAccount Description Administrative services under the Intercompany Administrative Services Agreement ("lASA") Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets $ 774.375 $ 260.261 s 774.37s s 260.261 (a) Services are performed under the IASA. Direct charges are calculated as described in Article 4(axi) of the attached IASA. Refer to Section VII for discussion ofamounts that were based on allocation factors. The amounts in the table above reflect the cost ofthe services. Refer to the financial statements of Berkshire Hathaway Energy Company, the parent company of BHE U.S. Transmission, LLC. 54 ; I Electric Transmission Texas, LLC Affiliated Transactions For the Year Ended December 31, 2017 Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement ("lASA")$$88 Total $$_____88 Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets N/A N/A N/A N/A N/A (a) (a) None None None I (a) Sen,ices are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe services. Electric Transmission Texas, LLC is not a consolidated subsidiary of Berkshire Hathaway Energy Company nor is it a public company. Accordingly, its financial statements are not available. t 55 IMidAmerican Central California Transco, LLC Affiliated Transactions For the Year Ended December 3L, 2017 Account Description PacifiCorp Received Services Administrative services under the Intercompany Administrative Services Agreement ("IASA") Total PacifiCorp Provided Services $$ 7"1 16 $_1L16 (a) (a) None None None $ Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets N/A N/A N/A N/A N/A (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 ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe services. Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of MidAmerican Central Califomia Transco, LLC. ; t 56 o MTL Canyon Holdings, LLC Affiliated Transactions For the Year Ended December 31, 2017 Account Description PacifiCorp Received Services PacifiCorp Provided Services Admin istrative serv ices under the Intercompany Administrative Services Agreement ("lASA")$$ 16 Total $$____16 Basis of pricing Cost of service The margin of charges over costs Assets allocable to the sen ices The overall rate ofreturn on assets N/A N/A N/A N/A N/A (a) (a) None None Nonet(a) Sen'ices are performed underthe IASA. Direct charges are calculated as described in Article 4(aXi) ofthe attached IASA. Refer to Section VII for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe services. Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of MTL Canyon Holdings, LLC. I 57 CalEnergy Philippines Affiliated Transactions For the Year Ended December 31, 2017 N/A N/A N/A N/A N/A o t PacifiCorp Received Services PacifiCorp Provided ServicesAccount Description Administrative services under the Intercompany Administrative Services Agreement ("IASA") Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets $$ 1.776 $_ur6 (a) (a) None None None $ (a) Services are performed under the IASA. Direct charges are calculated as described in Anicle 4(a)(i) of the attached IASA. Refer to Section VII for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe services. Refer to the financial statements of Berkshire Hathaway Energy Company, the parent company of CalEnergy Philippines. 58 I o HomeServices of America, Inc. Affiliated Transactions For the Year Ended December 31, 2017 PacifiCorp Received Services PacifiCorp Provided ServicesAccount Description Employee relocation services Administrative services under the Intercompany Administrative Services Agreement ("lASA") Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets $ 1,491 ,577 $ 149-345 $____Lrgrlz $______i49-!r5 (b) (b) None None None (a) HomeServices ofAmerica. Inc. ("HomeServices") charges PacifiCorp a flat fee of$295 per lump sum relocation. $350 per - homeguner reldcation. $400 per union relocation. $895 per renter relocation and $600 per missed referral for its services, plus - the actual costs ofservices procured from its vendors and service providers. (a) (a) (a) (a) (a)I (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 ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe services. Excluded from the table above are services provided by HomeServices of America, Inc. to Bridger Coal Company in the amount of $125,966. Refer to the financial statements of Berkshire Hathaway Energy Company, the parent company of HomeServices of America, Inc. 59 Iowa Realty Co., Inc. Affiliated Tran sactions For the Year Ended December 31, 2017 N/A N/A N/A N/A N/A o t PacifiCorp Received Services PacifiCorp Provided ServicesAccount Description Administrative services under the Intercompany Administrative Services Agreement ("lASA") Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets $$ 3.877 $_________i=877 (a) (a) None None None s (a) Services are performed under the IASA. Direct charges are calculated as described in Afticle 4(a)(i) of the attached IASA. Refer to Section Vll for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe services. Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of Iowa Realty Co.. Inc. 60 t t t Kern River Gas Transmission Company Affiliated Transactions For the Year Ended December 31, 2017 Account Description Natural gas transportation services (u) Lease of temporary construction workspace (b) Administrative services under the Intercompany Administrative Services Agreement ("lASA"; t'i Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofretum on assets PacifiCorp Provided Services $3,061 . r 07 19.239 $ r.355 77.108 $__3-08Ltot $-____-77-108 PacifiCorp Received Services (a), (c) (a), (c) None, (a) None, (a) None, (a) (b), (c) (b), (c) None, (b) None. (b) None, (b) (a) Natural gas transportation services are priced at a tariff rate on file with the Federal Energy Regulatory Commission C'FERC"). or as priced in a negotiated rate transportation service agreement filed with and approved by the FERC. (b) The lease oftemporary construction workspace was priced based on the fair market value ofthe properq' (c) Services are performed under the IASA. Direct charges are calculated as described in Article 4(aXi) ofthe attached IASA. Refer to Section VII for discussion ofamounts that were based on allocation factors. The amounts in the table above reflect the cost ofthe services. I 6r KR Holding, LLC Consolidated Balance Sheets December 2017 (ln thousands) Assets Cunenl assets: Cash and cash equivalents Restricted cash and short-term investments Receivables, net Amounts due from affiliates lnventories Derivative contracts Regulatory assets Other current assets Total current assets Property, plant and eqiuipment: Propelty, plant and equipment Accumulated depreciation and amortization Construction in progress Total property, plant and equipment, net Other assels: Goodwill Regulatory assels Other investments Restricted cash and long-term investments Deferred charges and other assets Total olher assets Total assets Llabilities and @ilycune-iTliS6iiiiiEF Accounts payable Amounts due to affiliates Accrued interest Accrued property, income and othertaxes Accrued employee expenses Derivative conlracts Regulatory liabilities Other cunent liabilities Current portion of long-term debt Total current liabilities Regulatory liabilities Subsidiary long-term debt Deferred income taxes Other long-tenn accrued liabilities Total liabilities Equity: Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss), net Total common shareholder's equity Total equity Total liabilities and equity December 2017 December 201 6 $c 7,766 1,437 23,747 5,437 11,097 823 835 2,090 30,782 1,558 22,578 6,181 10,61s 558 877 2,873 1,570,561 53,232 2,878,355 (1,312,016) 4,222 76,022 2,868,888 (1,261,577) 2 434 1,609,746 33,900 28,998 1,003 20,069 6 921 90,891$ 1,776,659 33,900 79,639 1,182 12,335 7,035 134,090 ($ $ 1,757,883 4,104 7s0 8,400 1,397 75 6,060 20,786 548,433 219,061 14 705 802,986 1,224,324 (27O,O42) 616 954,897 954,897 $ 1,757,883 4B 4,237 66,392 83,300 283,60'1 128,953 400,571 21 ,364 917,789 1,056,824 (198,297) 343 858,870 858,870$ 1,776,6s9 (131,700) 90,1 35 (156,731) 3,874 607 854 A O2A 1,353 Retained Earnings Summagl Beginning retained earnings Net income (loss) .Dividends paid lEnding retained earnings $$(198,297) 101,217 (172,962\ $ t270,042) 62 $ (1s8,2s7) I KR Holding, LLC Consolidated Statement of Operatlons For the period ended December 2017 (ln thousands) Operating revenue Operating expenses: Operations, maintenance, administration and general Depreciation and amortization Property and other taxes Total operating expenses Operating lncome (loss) Other income (expense): lnterest expense Capitalized interest Allowance for equity funds lnterest and dividend income Other, net Total other income (expense) lncome (loss) before income tax lncome tax expense (benefit) Net income (loss)$ $ 301,620 42,335 82,1',t7 't,t 881 ,'t36,333 165,287 (2,708) 20 190 128 (6r008) (8,378) '| 56,910 55,693 101 217t I 63 MHC Inc. Affi liated Tran sactions For the Year Ended December 31, 2017 I PacifiCorp Received Services PacifiCorp Provided ServicesAccount Description Administrative services under the Intercompany Administrative Services Agreement ("IASA") Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets s 337.3s3 $_____i3rJ53 (a) (a) None None None $ $ N/A N/A N/A N/A N/A (a) Services are performed under the IASA. Direct charges are calculated as described in Article 4(axi) ofthe attached IASA. Refer to Section VII for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost of the services. For further information on the following financial statements, refer to MidAmerican Funding, LLC's Form l0-K for the year ended December 31, 2017 (File No. 333-90553) at www.sec.gov. t 64 t I I 172 $ 346 5t 245 r3s 284 9 264 35 MHC INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Amounts in millions) ASSETS As of December 3l 2017 2016 Current assets: Cash and cash equivalents Receivables, net Income taxes receivable lnventories Other current assets Total current assets Property, plant and equipment, net Goodwill Regulatory assets Investments and restricted cash and investments Receivable from affiliate Other assets Total assets $t5 949 607 14,221 1,270 204 730 431 ./.3 3 12,835 1,270 1,161 655 301 216 $ 18.038 $ t7,04s I The accompanying notes are an integral part of these consolidated financial statements. 65 MHC INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (continued) (Amounts in millions) LIABILITIES AND SHAREHOLDER'S EQUITY I As of December 31, 2017 2016 Current liabilities: Accounts payable Accrued interest Accrued property, income and other taxes Note payable to affiliate Short-term debt Current poftion of long-term debt Other current liabilities Total current liabilities Long-term debt Deferred income taxes Regulatory liabilities Asset retirement obligations Other long-term liabilities Total liabilities $451 $ 48 133 164 302 45 138 3t 99 2s0 159 350 128 1,274 4,692 ) )?\ 1,661 s28 326 1.024 4.05 r 3.568 883 5r0 291 10,716 10,327 t Commitments and contingencies (Note 15) Shareholder's equity: Common stock - no par value, 1,000 shares authorized, 1,000 shares issued and outstanding Additional paid-in capital Retained earnings Total shareholder's equity Total liabilities and shareholder's equity The accompanying notes are an integral part ofthese consolidated financial statements 2,430 4,892 2,430 4,288 1 1))6,718 $ 18,038 $ r7,04s t 66 I MHC INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in millions) 2017 $ Years Ended December 31, 2016 2015 Operating revenue: Regulated electric Regulated gas and other Total operating revenue Operating costs and expenses: Cost offuel, energy and capacity Cost ofgas sold and other Operations and maintenance Depreciation and amortization Property and other taxes Total operating costs and expenses Operating income Other income and (expense): Interest expense Allowance for borrowed funds Allowance for equity funds Other, net Total other income and (expense) Income before income tax benefit Income tax benefit Income from continuing operations Discontinued operations (Note 3): Income from discontinued operations Income tax expense Income on discontinued operations Net income 2,r08 $ 738 1,985 S 646 1,837 678 2,846 2"631 2,515 434 447 784 500 119 410 371 693 479 112 !+JJ 407 707 407 I l0 2,284 2,065 2,064 562 566 451 (215) 15 4t 21 (1e6) 8 t9 18 (r 84) 8 20 20t(138) (lsl) (136) 424 (180) 415 (r 30) 3t5 (r4r) 604 545 456 6 22 t6 $ 604 $ 545 S 472 The accompanying notes are an integral part of these consolidated financial statements t 67 MEC Construction Services Co. Affiliated Tran sactions For the Year Ended December 31, 2017 t Account Description PacifiCorp Received Services PacifiCorp Provided Services Administrative services under the Intercompany Administrative Services Agreement ("IASA")$$ 3.4ss Total $$_________1455 Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets N/A N/A N/A N/A N/A (a) (a) None None None (a) Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Section VII for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost olthe services.t Refer to the financial statements of MHC Inc., the parent company of MEC Construction Services Co. 68 I t I MidAmerican Energy Company Affiliated Transactions For the Year Ended December 31, 2017 Account Description Operational support servrces Administrative services under the I ntercompany Administrative Services Agreement ("lASA"1 tut Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofretum on assets PacifiCorp Received Services PacifiCorp Provided Services $$878,532 942.3393.469.s06 $ l-469106 $_____l-820-811 (b) (b) None None None (b) (b) None None None (a) PacifiCorp received services includes $6,667 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) ofthe attached IASA. Refer to Section VII for drscussion ofamounts that were based on allocation factors. The amounts in the table above reflect the cost ofthe services. The following items are excluded from the table above:o Services provided by MidAmerican Energy Company to Bridger Coal Company in the amount of $694. For further information on the following financial statements, refer to MidAmerican Energy Company's Form l0-K for the year ended December 31,2017 (File No. 333- 15387) at www.sec.gov. I 69 M IDAMERICAN ENERGY COMPANY BALANCE SHEETS (Amounts in millions) ASSETS IAs of December 3l 2017 2016 Current assets: Cash and cash equivalents Receivables, net Income taxes receivable Inventories Other current assets Total current assets Properf, plant and equipment, net Regulatory assets Investments and restricted cash and investments Other assets $172 $ 344 5l 245 134 14 285 9 264 35 946 607 14.207 204 728 233 12,821 l,l6l 6s3 217 $ 16,318 $ 15,459 The accompanying notes are an integral part ofthese financial statements. t 70 I Total assets t o MIDAMERICAN ENERGY COMPANY BALANCE SHEETS (continued) (Amounts in millions) LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities: Accounts payable Accrued interest Accrued property, income and other taxes Short-term debt Current portion oflong-term debt Other current liabilities Total current liabilities Long-term debt Deferred income taxes Regulatory liabilities Asset retirement obligations Other long-term liabilities Total liabilities Commitments and contingencies (Note 15) Shareholder's equity: Common stock - 350 shares authorized, no par value, 7l shares issued and outstanding Additional paid-in capital Retained earnings Total shareholder's equity Total liabilities and shareholder's equity The accompanying notes are an integral part of these financial statements. As of December 31, 2017 2016 $4s2 $ 48 132 350 128 303 45 137 99 250 r59 1.t l0 4,692 ) )11 1.661 528 326 993 4,051 i 57? 883 5r0 290 10,554 10,299 561 5,203 561 4,s99 5,764 5,160 $ 16.31 8 $ 15,459 I 71 MIDAMERICAN ENERGY COMPANY STATEMENTS OF OPERATIONS (Amounts in millions)I Years Ended December 31, 2017 2016 2015 Operating revenue: Regulated electric Regulated gas and other Total operating revenue Operating costs and expenses: Cost of fuel, energy and capacity Cost ofgas sold and other Operations and maintenance Depreciation and amoft ization Property and other taxes Total operating costs and expenses Operating income Other income and (expense): Interest expense Allor.l'ance for borrowed funds Allowance for equity funds Other, net Total other income and (expense) Income tlefore income tax benefit lncome tax benefit Income from continuing operations Discontinued operations (Note 3): Income from discontinued operations Income tax expense Income on discontinued operations Net income $2,108 $ 729 1,985 $ 640 1,837 66s 2,837 2,625 2,502 434 442 781 500 119 409 367 693 479 112 433 398 705 407 H0 2,276 2,060 2,053 56r 565 449 (214) 15 41 l9 (1 83) 8 20 5 (1e6) 8 t9 t4 t(13e) (r55) (rsO) 422 (l 83) 299 (147) 410 (r32) 605 542 446 6 22 t6 $ 60s $ s42 $ 462 The accompanying notes are an integral part of these financial statements. 72 I t t Midwest Capital Group, Inc. Affiliated Transactions For the Year Ended December 31, 2017 PacifiCorp Received Services PacifiCorp Provided ServicesAccount Description Administrative services under the Intercompany Administrative Services Agreement ("lASA") Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets $$39s $ ___________395 (a) (a) None None None $ N/A N/A N/A N/A N/A (a) Services are perlormed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Ref'er to Section VII for drscussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe services. Refer to the financial statements of MHC Inc.. the parent company of Midwest Capital Group, Inc I 73 Northern Natural Gas Company Affiliated Transactions For the Year Ended December 31, 2017 I PacifiCorp Received Services PacifiCorp Provided ServicesAccount Description Administrative services under the Intercompany Administrative Services Agreement ("lASA") Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofretum on assets $ 1.s20 $ 200.866 $ L520 $____200-866 (a) (a) None None None (a) (a) None None None (a) Services are performed under the IASA. Direct charges are calculated as described in Article 4(aXi) of the attached IASA. Refer to Section VII for discussion ofamounts that were based on allocation factors. The amounts in the table above reflect the cost ofthe services. For further information on the following financial statements, refer to the Northern Natural Gas Company Financial Statements for the year ended December 31. 2017, at www.berkshirehathawayenergyco.com. I t4 I I Northern Natural Gas Company Balance Sheets (Amounts in thousands, except share data) ASSETS Cunent assets: Cash and cash equivalents Accounts receivable. net Accounts receivable from affi liates Notes receivable from BHE Transportation and exchange gas receivables Inventories Income tar receivable Other current assets Total current assets Propertv. plant and equipment. net Regulatory assets Other assets Total assets LIABILITIES AND SHAREHOLDER'S EQTIIT}' Cunent liabilities: Accounts payable Accounts pa1'able to affiliates Accrued interest Accrued propert)'. income and other taxes Transportation and exchange gas pa",'-ables Derivative contracts Current portion oflong-term debt Other current liabilities Total current liabilities Regulatory tiabilities Derivative contracts Asset retirement obligations Long-term debt Deferred income taxes Other long-term liabilities Total liabilities Commitments and contingencies (Notes 9 and 12) Shareholder's equil': 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 Additional paid-in capital Retained eamings Total shareholder's equitv Total liabilities and shareholder's equitl' As of December 31. 2017 2016 $2 r.005 $ 82.748 8.953 r 75.000 14.098 30.038 9,998 18,059 48.398 7 5-147 8.708 r 55.000 12.028 28.314 10.057 3 59.899 3.0 r 5.628 128.723 45.003 337.652 2.812.523 I 50.436 40.969 I 44-312 1.253 12.260 55.50 r t0,630 14.025 $ 3.549.253 S 3.341.580 $54.779 $ 1.401 12.260 52.030 11.167 t2.224 199.871 24.614 35.446 368.346 455,299 32,367 5q5 Q) ) 495.073 22.208 173.427 25.393 50.507 32.676 795.478 832.758 21,923 1_969.215 1.932.162 I 981.868 598. r 69 1 98 l .868 127.519 1.580.038 I "409.418$ 3,549.253 $ 3.341,580 The accompanying notes are an integral part ofthese financial statements. t 75 Northern Natural Gas Company Statements of Income (Amounts in thousands)t Years Ended December 31, 2017 2016 Operating revenue: Transportation Storage Gas, liquids and other sales Total operating revenue $590.1 15 $ 70,774 30,331 556,768 68,70r 10,950 691,220 636,419 Operating costs and expenses: Operating and maintenance Cost of gas and liquids sales Depreciati on and amortization Taxes, other than income taxes Total operating costs and expenses 217,647 34,330 76,909 sl,972 196,499 16,577 74,360 52,342 380.858 339.778 Operating income 310,362 296,641 Other income (expense): Interest expense, net Interest income Other, net Total other income (expense) (38,213) 4,439 12,862 (38,721) 1,779 6,423 t (20,912) (30,s r e) lncome before income tax expense Income tax expense Net income 289,450 r 18.830 266,122 106,743 $ 170,620 $ 159,379 The accompanying notes are an integral part of these financial statements. 76 t I Northern Powergrid Holdings Company Affiliated Transactions For the Year Ended December 31, 2017 PacifiCorp Received Services PacifiCorp Provided ServicesAccount Description Administrative services under the Intercompany Administrative Services Agreement ("lASA") Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate of return on assets $s 74.290 s________14.D9 (a) (a) None None None $ N/A N/A N/A N/A N/A I (a) Services are performed under the IASA. Direct charees are calculated as described in A(icle 4(a)(i) ofthe attached IASA. Refer to Section Vll for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost of the services. Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of Northem Powergrid Holdings Company. o 77 NV Energy, Inc. Affiliated Transactions For the Year Ended December 31, 2017 (a) (a) None None None (a) (a) None None None o PacifiCorp Received Services PacifiCorp Provided ServicesAccount Description Administrative services under the Intercompany Administrative Services Agreement ("lASA") Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets $ 5.013 $ 107.956 $________i-0_11 s _107156 (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 ofamounts that were based on allocation factors. The amounts in the table above reflect the cost ofthe 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, 2017, at www.berkshirehathawayenergyco.com. I 78 t I o I NV ENERGY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) (Amounts in millions, except share data) ASSETS Current assets: Cash and cash equivalents Accounts receivable, net Inventories Regulatory assets Other current assets Total current assets Property, plant and equipment, net Regulatory assets Other assets Total assets LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities: Accounts payable Accrued interest Accrued property, income and other taxes Regulatory liabilities Current portion oflong-term debt and financial and capital lease obligations Customer deposits Other current liabilities Total current liabilities NV Energy long-term debt Subsidiary long-term debt and financial and capital lease obligations Regulatory liabilities Deferred income taxes Other long-term liabilities Total liabilities Commitments and contingencies (Note l4) Shareholder's equity: Common stock - 1,000 shares authorized, $0.01 par value, 1 share issued and outstanding Other paid-in capital Retained earnings Accumulated other comprehensive loss, net Total shareholder's equity As of December 31 2017 20t6 s 62$ 341 r08 60 6l 330 293 118 45 5l 632 9,769 \,242 65 837 9,8r9 t,410 64 $ il .708 $ 12.1 30 $203 $ 66 36 110 844 88 28 234 66 35 r06 t8 95 50 1,375 604 314 3,385 l,5r I 1,098 394 JIJ 4,201 637 2,035 405 8,077 8,1 95 3,128 509 (6) 3,1 28 811 (4) 3,631 3,935 $ 12.130Total liabilities and shareholder's equity _q_l_U9!_ The accompanying notes are an integral part ofthe consolidated financial statements. 79 NV ENERGY, INC. AND STIBSIDIARIES CONSOLIDATE D STATE M ENTS OF OPERATIONS (Unaudited) (Amounts in millions)tYears Ended December3l 2016 Operating revenue: Regulated electric Regulated natural gas Nonregulated Total operating revenue s 2,919 $ 99 (2) 2,785 ll0 3,01 6 2.895 Operating costs and expenses: Cost of fuel, energy and capacity Natural gas purchased for resale Operations and maintenance Depreciation and amortization Property and other taxes Total operating costs and expenses 1,170 42 563 a)) 64 1,033 55 568 421 62 2.261 2,139 Operating income 755 756 Other income (expense): lnterest expense Allowance for borrowed funds Allowance for equity funds Other. net Total other income (expense) (242) J 4 28 (2se) 8 1 29 (221)tIncome before income tax expense Income tax expense Net income 548 204 535 194 s 344 $341 The accompanying notes are an integral part of these consolidated financial statements. 80 I 2017 (207) t Nevada Power Company Affiliated Transactions For the Year Ended December 31, 2017 Account Description PacifiCorp Received Services PacifiCorp Provided Services Wholesale energy purchases Transmission line losses Settlement adjustment Electricity transmi ssion services Transmission ancillary services Wholesale energy sales Administrative services under the Intercompany Administrative Services Agreement ("lASA") $ 913,1 I I 1 63,1 93 (25,327) 1,354,137 79,558 $ 177,438 '7,847 428,427 1 15"941 I 1 1.586 Total L__2.600-613 $_ ____ t25D8 t Basis of pricing Cost of service The margin of clrarges over costs Assets allocable to the services The overall rate ofreturn on assets (a) (a) (a) (a) (a) (b) (b) N/A N/A N/A (a) (a) (a) (a) (a) (b) (b) N/A N/A N/A (a) Wholesale energy purchases and sales are priced based on a negotiated rate capped by the selling entilv's cost. Electricity transmission services and ancillary transmission services provided by Nevada Power Company ("Nevada Power") are priced pursuant to Nevada Power's Open Access Transmission Tariff("OATT"). Transmission line losses provided by Nevada Porver are priced pursuant to a Nevada Power OATT schedule. Electricity- transmission services provided by PacifiCorp are priced based on a formula rate on file with the Federal Energy Regulatory Cornmissron (*FERC"). Transmission ancillary services provided by PacifiCorp are priced pursuant to PacifiCorp's OATT Schedules. (b) Services are performed under the IASA. Direct charges are calculated as described in Article 4(aXi) of the attached IASA. Refer to Section VII for discussion ofamounts that \\,ere based on allocation factors. The amount in the table above reflects the cost ofthe services. For further information on the following financial statements, refer to Nevada Power Company's Form 10- K for the year ended December 31,2017 (File No. 000-52378) at www.sec.gov. t 8l NEVADA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Amounts in millions. except share data)I As of December3I, 2017 2016 ASSETS Current assets: Cash and cash equivalents Accounts receivable. net Inventories Regulatory assets Other current assets Total current assets $s7$ 238 59 28 44 279 243 73 20 38 426 653 Property, plant and equipment, net Regulatory assets Other assets 6,877 941 3s 6,997 1,000 39 Total assets $ 8.279 $ 8.689 LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities: Accounts payable Accrued interest Accrued property, income and other taxes Regulatory liabilities Current portion oflong-term debt and financial and capital lease obligations Customer deposits Other current liabilities Total current liabilities s r56 $ 50 63 91 842 t.) t6 187 50 93 37 17 78 39 I 1,291 501 Long-term debt and financial and capital lease obligations Regulatory liabilities Deferred income taxes Other long-term liabilities Total liabilities ) )17 r,030 767 280 3,049 416 1,474 277 5,601 5,717 Commitments and contingencies (Note 14) Shareholder's equity: Common stock - $1.00 stated value, 1,000 shares authorized, issued and outstanding Other paid-in capital Retained earnings Accumulated other comprehensive loss, net Total shareholder's equity 2,308 374 (4) 2,308 667 (3) 2,678 1 0?, Total liabilities and shareholder's equity $ 8.279 $ 8.689 The accompanying notes are an integral part ofthe consolidated financial statements. 82 t I NEVADA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in millions) Years Ended December 3l 2017 2016 2015 Operating revenue $ 2.206 $ 2.q8l $ ]A92 Operating costs and expenses: Cost offuel, energy and capacity Operations and maintenance Depreciation and amonization Property and other taxes Total operating costs and expenses 902 393 308 40 768 394 303 38 1,084 5tl 297 36 1.643 1.s03 r.789 Operating income 563 580 6r3 Other income (expense): Interest expense Allowance for borrowed funds Allowance for equity funds Other. net Total other income (expense) 7e) 1 I 25 r 85) 4 2 24 (r e0) 4 20 (r ss)(r 63) Income before income tax expense Income tax expense Net income 411 r56 425 146 450 162 $2ss $279 $288IThe accompanying notes are an integral part ofthese consolidated financial statements 83 (r52) Sierra Pacific Power Company Affi liated Transactions For the Year Ended December 31, 2017 893 121 I I PacifiCorp Received Services PacifiCorp Provided ServicesAccount Description Electricity transmission services Transmission ancillary services Electricity transmission service over agreed-upon facilities Operations and maintenance Reserve share Admini strative services under the I ntercompany Administrative Services Agreement ("lASA") Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets 63. I 03 $._2t29 $_____80,440 $$ J,IJJ 29,177 (16,793) 1,820 (a) (a) (a) (a) (a) 1,387 128 (b) (a) (b) (a) N/A (a) N/A (a) N/A (a) (b) (b) N/A N/A N/A (a) Electricity transmission senices provided by Sierra Paciflc Power Company ("Siena Pacific") are priced pursuant to Siena Pacific's Open Access Transmission Tariff ("OAT1''). Transmission ancillary sen'ices provided by PacifiCorp are priced pursuant to PacifiCorp's OATT Schedules. Electricity transmrssron senrces over agreed-upon facilities are priced based on a rate schedule negotiated per the contract between PacifiCorp and Siena Pacrfic. Operations and maintenance costs are ultimately based on PacifiCorp's share ofactuai operations and maintenance costs incurred. Reserve share is at standard pricing based on the Northu,est Power Pool Reserve Sharing Agreement. (b) Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer to Sectron VII for discussion ofamounts that were based on allocatiorr factors. The amounts in the table above reflect the cost ofthe services. For further information on the following financial statements, refer to Sierra Pacific Power Company's Form 1 0-K for the year ended December 3 1 , 201 7 (File No. 000-00508) at www.sec.gov. 84 I SIERRA PACIFIC POWER COMPANYAND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Amounts in millions. except share data)I As of December 31, 2017 20t6 ASSETS Current assets: Cash and cash equivalents Accounts receivable, net lnventories Regulatory assets Other current assets Total current assets Property, plant and equipment. net Regulatory assets Other assets Total assets LIABILITIES AND SHAREHOLDER'S EQUITY Cument liabilities: Accounts payable Accrued interest Accrued property, income and other taxes Regulatory liabilities Current portion oflong-term debt and financial and capital lease obligations Customer deposits Other current liabilities Total current liabilities Long-term debt and financial and capital lease obligations Regulatory liabilities Deferred income taxes Other long-term liabilities Total liabilities Commitments and contingencies (Note l3) Shareholder's equity: Common stock - $3.75 stated value, 20,000,000 shares authorized and 1,000 issued and outstanding Other paid-in capital Retained earnings (accumulated defi cit) Accumulated other comprehensive loss, net Total shareholder's equity Total liabilities and shareholder's equity The accompanying notes are an integral part of the consolidated financial statements $4$ 112 49 32 t7 55 117 45 25 l3 214 2,892 300 7 255 ) 9,)) 410 6 _$_:.4.ri s 3.493 $ I 92$ 14 l0 l9 2 15 t2 146 14 l0 69 I t6 12 164 268 1,152 481 330 114 1,152 221 617 127 2,241 2,38s 1,1 I I 62 (1) l,l I I (2) (l ) 172 r08 $3 13 $ 3.493 I 85 SIERRA PACIFIC POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEM ENTS OF OPERATIONS (Amounts in millions)I Years Ended December 31, 2017 2016 2015 Operating revenue: Electric Natural gas Total operating revenue Operating costs atrd expenses: Cost offuel. energy and capacity Natural gas purchased for resale Operations and maintenance Depreciation and amortization Property and other taxes Total operating costs and expenses Operating income Other income (expense): Interest expense Allowance for borrowed funds Allowance for equity funds Other, net Total other income (expense) Income before income tax expense Income tax expense Net income 26s 55 170 r l8 24 374 84 167 r 13 25 $713 $ 99 702 $ll0 810 137 812 268 42 166 tt4 24 8r2 947 614 632 763 r98 r80 t84 (43) 2 J 4 (s4) 4 (l ) 4 6,l) 2 2 J (34)t47)(s4)I164 55 133 49 r30 47 s r09 s The accompanying notes are an integral part ofthese consolidated financial statements. 84$83 86 I MidAmerican Energy Services, LLC Affiliated Transactions For the Year Ended December 31, 2017 PacifiCorp Received Services PacifiCorp Provided ServicesAccount Description Adrninistrative services under the Intercompany Administrative Services Agreement (*lASA") Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofretum on assets $$ 6.7ss $____6"755 (a) (a) None None None s N/A N/A N/A N/A N/A I (a) Services are performed under the IASA. Direct charges are calculated as described in Article 4(aXi) ofthe attached IASA. Refer to Section VII for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost ofthe services. Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of MidAmerican Energy Services, LLC. o 87 PPW Holdings LLC Affiliated Transactions For the Year Ended December 31, 2017 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A I t Account Description N/A Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets PacifiCorp Received Services PacifiCorp Provided Services $$ $$ During the year ended December 31,2017, PacifiCorp paid dividends of $600,000,000 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 retums. PacifiCorp's provision for income taxes has been computed on a stand-alone basis. PacifiCorp remits federal and certain state income tax payments to PPW Holdings LLC. PPW Holdings LLC then remits income tax payments to BHE, and BHE remits any federal income tax payments to Berkshire Hathaway Inc. At December 31,2017, PPW Holdings LLC owed PacifiCorp $65,569,497, and Pacific Minerals, Inc. owed PPW Holdings LLC $6,35 -l,524 under this arrangement. 88 I I PPW HOLDINGS LLC BALANCE SHEET December 31,2017 (Amounts in thousands) ASSETS Current assets: Accounts receivable. net Amounts due from affiliates Total current assets $3.428 66 3-494 Investment in subsidiaries Goodwill Other assets 7.567.730 1.126.642 34.900 Total assets $ 8.732.766 LIABILITIES AND EQUITY Current liabilities: Accounts payable Total current liabilities $25 25 o Equitl,: Common stock Additional paid-in capital Retained earnin-qs Accumulated other comprehensive income, net Totat equir;" 6"217.086 2"5 r 2.038 3.61 8 8-732.742 Total liabilities and equitl'$ 8.732.766 I 89 tPPW HOLDINGS LLC STATEMENT OF OPERATIONS For the Year Ended December 31,2017 (Amounts in thousands) Operating revenue Operating costs and expenses: Energy costs Operations and maintenance Depreciation and amortization Total operating costs and expenses Operating income Other income (expense) : lnterest expense Interest income Other Total other income (expense) Income before income tax benefit Income tax benefit Net income Net income attributable to noncontrolling interests Net income attributable to PPW Holdings LLC $ 0 (288) 0 (288) 288 0 2,317 768.437 770,754 771,042 573 769,469 162 s 769.307 t 90 I I o Energy West Mining Company Intercompany Transactions For the Year Ended December 31, 2017 Account Description Clean-up costs Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets PacifiCorp Received Services PacifiCorp Provided Services s $ $ 33"s1I $________13-5_LL (a) (a) None None None N/A N/A None None None (a) Costs incurred b1, PacifiCorp on behalfofsubsidiaries 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. I 91 IENERGY WEST MINING COMPANY BALANCE SHEET December 31,2017 (Amounts in thousands) ASSETS Current assets: Cash and cash equivalents Accounts receivable. net Amounts due from affiliates Other current assets Total current assets Other assets: Long-term notes receivable - affiliates Total other assets 'fotal assets $r00 15 469 l1 595 il5.il9 I15.119 115 714 Current liabilities: Accounts pay'able Accrued employee expenses Accrued properf)" and other toies Total current liabilities Non-current liabilities: Pension and post-retirement obligations Total non-current liabilities Total liabilities Equity: Common stock Additional paid-in capital Total equitl' Total liabilitics and equitl' LIABILITIES AND EQUITY 378 214 2 I s $ 594 I l5 l19 115.119 I 15.71 3 S I15.714 t 92 1 I I Fossil Rock Fuels, LLC Intercompany Transactions For the Year Ended December 31, 2017 Account Description N/A Total Basis of pricing Cost of service The rnargin of charges over costs Assets allocable to the services The overall rate ofreturn on assets PacifiCorp Received Services PacifiCorp Provided Services q S $$ N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A I Fossil Rock Fuels, LLC ("Fossil Rock") is a wholly owned subsidiary of PacifiCorp. During the year ended December 3 1 , 201 7, Fossil Rock paid earnings dividends of $3,394,000, and return of capital dividends of $1,835,000 to PacifiCorp. 93 Current assets: Cash and cash equivalents Accounts receivable, net Total cunent assets Notes receivable-noncurrent Total assets Equity: Common stock Additional paid-in capital Retained eamings Total equit,v' Total liabilities and equitl FOSSIL ROCK FUELS, LLC BALANCE SHEET December 31,2017 (Amounts in tltousands) ASSETS LIABILITIES AND EQUITY $ 2.667 I I 4 2,671 25"000 $27.671 $ 2'7.670 I 27.671 $27.671 94 I I Operating revenue Operations and maintenance Notes receivable-noncurrent Other income (expense): Interest income Total other income (expense) Loss before income tax benefit Income tax benefit Net loss FOSSIL ROCK FUELS, LLC STATEMENT OF OPERATIONS For the Year Ended December 31,2017 (Amounts in thousands) $ 4 (+) 2.883 2.883 2.879 $2,879 I I 95 Interwest Mining Company Intercompany Transactions For the Year Ended December 31, 2017 (a) (a) None None None (b) (b) None None None t I PacifiCorp Received Services PacifiCorp Provided ServicesAccount Description Administrative support services Financial support services and employee benefits Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets $160,602 $ 271.111 $ 160.602 s 27 r. r r r (a) Under the terms ol a services agreement between PacifiCorp and lnterwest Mining Company ("Interwest Mining"), administrative support services provided by Interwest Mining are fully absorbed by PacifiCorp and its affiliates. and charges lbr the serr,'ices are based on labor. benefits and operational cost. No profit is allowed. (b) Costs incurred by PacifiCorp on behalfofsubsidiaries 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:r Management fees in the amount of $729,828 that were charged by Interwest Mining to Pacific Minerals, Inc. ("PMI"), and then charged by PMI to Bridger Coal Company. 96 I t INTERWEST MINING COMPANY BALANCE SHEET December 31,2017 (Amounts in thousonds) ASSETS Current assets: Amounts due from affiliates s 17 Total assets $1'7 LIABILITIES AND EQUITY Current liabilities: Accounts payable Accrued employee expenses Accrued propeff.v and other tares Total liabilities $ $7 5 l6 t Equitl: Common stock Additional paid-in-capital Total equitv Total liabilities and equitv s 17 I 97 Pacific Minerals, Inc. Intercompany Transactions For the Year Ended December 31, 2017 I Account Description (a) Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets PacifiCorp Received Services PacifiCorp Provided Services $$ s $ N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A (a) Refer to Section Ill for information regarding loans and associated interest between PacifiCorp and Pacific Minerals. Inc. c'PMr") PMI is a wholly owned subsidiary of PacifiCorp. The following items are excluded from the table above:o Management fees in the amount of $729,828 that were charged by Interwest Mining Company to PMI, and then charged by PMI to Bridger Coal Company ("Bridger Coal").o 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 66.67Yo share ofthis payroll expense in the cost offuel. During the year ended December 31,2017, Bridger Coal made equity distributions to PMI and PMI made equity contributions to Bridger Coal for a net distribution of $46,000,000. During the year ended December 3 I , 201 7, PMI paid a dividend of $27,000,000 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 retums. PacifiCorp's provision for income taxes has been computed on a stand-alone basis. PacifiCorp remits federal and certain state income tax payments to PPW Holdings LLC. PPW Holdings LLC then remits income tax payments to BFIE, and BHE remits any federal income tax payments to Berkshire Hathaway Inc. At December 31, 201 7, PMI owed PPW Holdings LLC $6,351,524 under this arrangement. I 98 I I PACIFIC MINERALS,INC. BALANCE SHEET December 31,2017 (Amounts in thousands) ASSETS Current assets: Cash and cash equivalents Accounts receivable" net Amounts due from affiliates Other current assets Total current assets s 338 12.458 6 12.802 Investment in unconsolidated subsidiaries 137 r33 Total asscts $ r 49.93 s LIABILITIES AND EQUITY Current liabilities: Accounts payable Amounts due to affiliates Accrued employee expenses Accrued prope{. and other taxes Total cunent liabilities $71 3.491 lltI3.673 1.696Deferred income tates Total liabilities 5.369 Equity: Common stock Additional paid-in capital Retained earnings Total equit-v 47.960 96.606 114-566 Total liabilities and equity $ 149.935 o 99 Bridger Coal Company Affiliated Transactions For the Year Ended December 31, 2017 (b) (b) None, (b) None None (c) (c) None None None I t o PacifiCorp Received Services PacifiCorp Provided ServicesAeso![allDesertpliqn Coal purchases(o) Information technology and administrative services Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the sen,ices TI-re overall rate of retum on assets $ 154.323,994 $ 1.1 I 8.025 $i54-32-994 $____rlt8-025 (a). Represents the cost of coal purchased by PacifiCorp from Bridger Coal Company ("Bridger Coal") during the year ended December 3 l. 20 I 7. and is PacifiCorp's 66.67% share equal to its ownership interest in Bridger Coal. Refer also to (b) below. (b) Altho;Eh 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 rellected at Bridger Coal's cost in PacifiCorp's state ratemaking and generally accepted accounting prrnciples 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 seneral expense. The following items are excluded from the table above:o Management fees in the amount of $729,828 that were charged by Interwest Mining Company to PMI, and then charged by PMI to Bridger Coal.o Services provided by HomeServices of America, Inc. to Bridger Coal in the amount of $125,966.o Services provided by MidAmerican Energy Company to Bridger Coal in the amount of $694.. 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 66.67yo share ofthis payroll expense as part ofthe coal purchases shown in the table above. r00 During the year ended December 31, 2017, Bridger Coal made equity distributions to Pacific Minerals, Inc. ('PMI') and PMI made equity contributions to Bridger Coal for a net distribution of $46,000,000. 0ec-17 ASSETS Cash E Temporary lnvestments Cash JP Morgan Chase Total Cash and TempoEry lnwstrrents Accounts Receivable Trade AR Trade ldaho Porer AR T€de Retum lo Vendors AR Employee TEvel Advan AR Trede Olher Total Accounts Recqivable TEde Accounts Receivable lnterco AR lnco PP&L Total Accounts Receivable lnterco Coal lnventory Surface Coal Commingled Coal UG CM/LW Coal lnventoried Coal Production Tax/Royalties Total Coal lnventory Material and Supplies lnventory Materials and Supplies lnventory- Surface Materials and Supplies lnvenlory- Underground Total Material and Supplies lnveritory Prcpayments and Other Curent Assets Total PEpays & Other Curent Asts lnvestment in Subsidiary Total lnvestrent in Subsidiary Property Plant & Equipment Land Land lmprovemenls Mrne Development Buildings & lmprovemenls Capilalized lnteresl Haul Roads [Iining Equipmenl Vehtcies Office Furniture & Equipment Computer Hardware & Sottware Olher Equipment ManeEl Rights Sub-Total Prcperty Plant and Equipment Accumulated Depreciation AD Land lmprovements AD Mine Development AD Buildings & lmprovements AD Capitalized lnterest AD Haul Roads AD l\rinrng Equipment AD Vehicles AD Offi@ Fumiture & Equipment AD Compuler Hardware & Software AD Other Equipment AD MineEl Rights Sub-Total Accumulated Depreciation Total Property, Plant & Equipment Construction Work ln Process CWIP Additions CWIP Capitalizations Total Construction Work in Progress Other Non.Current Assets Defered Longwall Reclamation Trust Fund Reclamation Trust Eamings Reclamation Trust Tax Withheld Redamation Trusi Market Value Reclamation Trust DrawdoM Reclamation Trusl Adtl Contributions 2010 Assel Retiremenl Obligalion ARO - A@umulaled Deprecialion Employee Housing Projecl Total Other Non-Current As*ts Total - Assets Bridger Coal Company Curent Balance Bridger Coal CompanyI I 3.366.519.10 3,366.519.10 -1,335,97r.48 -3.206.842.42 -2,060.299.76 LIABILITIES Accounts Payable . Trade AP Goods Reeived Nol lnvoiced AP Unpaid lnvoices AP Manual Ac@als Total Accounts Payable Trade Accounts Payable lntercompany AP ln@ Pacific Eleclric Operations AP lnco PMI AP lnco Pacifioorp Total Accounts Payable lntercompany Payroll Liabilities A@ed Bonus - AIP Corporate A@ed Bonus - Other Total Payoll Liabilities Royalties and Taxes Payable A@ed Royalties - BLil Aarued Royalties - ALC A@ued Royalties - State of Wyoming Poduclion Tax Payable - Severan@ Produclion Tax Payable - Wyoming Exlraclion Produciion Tax Payable - FedeEl Reclamation Prcduction Tax Payable - Black Lung Taxes Payable - Property Taxes Payable - Sales & Use Total Taxes Payable Other Non-Current Liabillties Production Tax Long Term ARO Reg Liab LJnrealzed Eamings ARO Regulatory Liability ARO Liability Minority lnteEsl Total Other Non4urent Liabilities Total-Liabilities Equity Owne/s Equity . Common Stock Total Owne/s Equity - Common Stock Paid-in Capital Total Paid ln Capital Contributions Contributions - Pacilic MineEls lnc Contributions - ldaho Energy Resoures Total Contributions Distributions Distributions - Pacific llinerals lnc. Disiributions - ldaho Energy Resources Total Oistributions Retained Earnings Retained Eamings Curent Year In@me Retained Eamings Pacitic Mherals lnc- Retained Eamings ldaho Energy Resources Total Retained Earnings Total Equity Total Liabilities and Equity 7,747.970.OO 0.00 0.00 463.03 -6,640,11 1.66 102.554.65 7,643,440.20 40,751.344.52 2,875,450.60 51,372,789.97 10,023.782.77 8,317.937.64 18.341.720 41 15.495.997.00 000 0.00 -3,2'13,493.91 -373,065.83 -273,264.57 -1,104,,587.56 -'10.197,610.28 -2E3.563.36 -109.559.45 -751,508.49 471,078.21 7.748,433.03 15,495.997.00 -4,662,998.47 -267,543.90 4.930,542.37 660.373.79 -237.751.A1 -16,777.731.66 6,21 1.00 '12.207,676.14 20,738,656.74 45,831.105.93 410.399.65 15.370.873.97 209.527 .912.77 151,561,108.17 160,487.65 4 083,381.92 11,117,474.39 15,520,571.88 486,535,860.21 -4,594,123.51 -18.817.661.71 -40,603,771 .1 8 -1 1 5,421,606 49 0.00 0.00 -67,200.000.00 -33,600.000.00 -1 00,800,000.00 1'13.200.000.00 56,600,000.00 -8,184.994 15 -13 696 S32 s5 -24.405.764.67 -289.440.87 -11,452,990.13 -161 ,89'1,302.45 -104,289,338.45 -124.018.71 -3,671.471.18 -8,371,305 68 €.823.992.25 -347.201.551.09 139.334.309.12 169,800,000.00 16,095,553.97 -13,134,306.99 2,96'1,246.98 -27 .aO2 .216 .44 -164 .597 .797 .05 -82.298,898.48 -274.698.912.01 -205,698,912.01 413,722,212.40 2,060,098.03 38.520.236.92 108,825,419.41 -5,757.510.90 18,817,661.71 113.234.754.92 56,121,979.88 't30,383,741.00 -60,809,11 1.00 177,436.66 I 175 101,196.79 413 ,7 22,212.40 l0l Current Balance ir, Ag? t6?8' -208.023.300.39 Dec-l7 Current Year lncome Coal Sales Revenue Revenue Coal PP& L Revenue Coal ldaho Power Total Coal Sales Rerenue Revenue Equity in Subsidiary Total Revenue Equity in Subsidiary Other Operating Revenue Total Other Ope.ating Revenue Total Revenue Operating Expense Labor AIP Bonus Payroll Overhead Employee Related Materials & Supplies Outside SeNices AdministEtive Other Charge Outs Totrl OpeGting Expense Non-Operating Expense Depreciation and Amortization Royallies Taxes Other Than lncome i/lanagement Fee Asset Abandonment Total NonopeEting Expen$ Total Expense lnterest Expense Olher lnteresl lncome Total lnterest and Other lncome Before Federal lncome Tax, B.idger Coal Company Curent Balance t -172 818,715.00 -86 409.417.00 -259.224.132.O0 0.00 1,089,41 5.95 1 08941595 -258,138,716.05 't3,130,023.24 144 .470 .845 .40 44,8'12,653.00 948,225 00 1 3.709,667.96 '1.345,780.18 56,892,767 48 12,703,767.95 927,960.59 41,1 92,689.67 21 .410 ,67 4 .O1 22,395.661.84 1,009,200.00 -'143,000.00 85.865.225.52 230.336,070 92 Profit Before Minority lnterest and Taxt -27,a02,u5 13 428 65 428 65 -27.402.216.48 IFederal lncome Taxes Total FedeBl lncome Taxes Net lncome 0.00 -27.802.216.48 102 t I PacifiCorp Foundation Affiliated Transactions For the Year Ended December 31, 2017 Account Description Adrninistrative support services Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets PacifiCorp Received Services PacifiCorp Provided Services $$ 141.014 $_________14_1-014 (a) (a) None None None $ N/A N/A N/A N/A N/A I (a) Costs incuned by PacifiCorp on behalfofaffiliates are charged at direct cost. Labor is charged at PacifiCorp's fully loaded cost plus administrative and general expense. I 103 PacifiCorp Foundation Statement of Financial Position (in dollars) (Unaudited - lnternal Use Only) I Assets: Cash Restricted investments: Cash and cash equivalents lnterest receivable Dividend receivable Tax receivable Receivable for investment sold State Street investments Total restricted investments Total assets Liabilities: Accounts payable Grants payable Total liabilities Net assets 12131t2017 5,696 27 50,508,742 50,5'14,465 50,561,307 22,849 260,000 282,849 $ 50,278,457 t 104 I $ 46,842 I I PacifiCorp Foundation Statement of lncome and Changes in Net Assets For the Year Ended December 31,2017 (in dollars) (Unaudited - lnternal Use Only) Revenue and contributions: Stock Contribution made by PacifiCorp lnterest income Dividends Realized gain/(loss) on sale of investment Unrealized gain/(loss) on investment Capital gains on partnership investments Miscellaneous income: security litigation income Total revenues/(losses) and contributions Expenses: Grants: Health, welfare and social services Education Culture and arts Civic and community betterment Giving campaign match Matching gift program Small community capital projects Rocky Mountain Power Foundation special grants Pacific Power Foundation special grants PacifiCorp Foundation special grants Global Days of Service Other Community Pledge Grants approved for future periods Grants expensed in prior periods Totalgrants Adm inistrative expenses I nvestment management fees Taxes Bank fees Total expenses Net assets increase (decrease) Net assets beginning of period Net assets end of period Yearto-Date $ 980,000 1,224 936,062 514,434 6,171 ,950 440 8,604,110 404,237 385,950 187,380 1 18,500 31 1,399 76,596 173,170 20,000 21,880 2,500 80,000 312,000 360,000 (100,000) 2,353,613 162,370 13,634 61,932 2 873 2,594,422 6,009,688 44,268,769 t 105 g 5jfrsw Trapper Mining Inc. Affiliated Transactions For the Year Ended December 31, 2017 I PacifiCorp Received Services PacifiCorp Provided ServicesAccount Descrintion Coal purchases(o) Board ofdirectors fees and associated board meeting costs(b) Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofretum on assets $ 15,196,860 $ 9.s30 $ r s. 196.860 $ 9.s30 (b) (b) None" (b) None None (c) (c) (c) (c) (c) (a) Represents the cost ofcoal purchased by PacifiCorp from Trapper Mining lnc. dunng the year ended December 31.2017 Refer also to (c) below. (b) Although coal purchased frorn Trapper Mining Inc. is priced at Trapper Mining lnc.'s cost plus a margin, coal purchases are reflected on PacifiCorp's books at Trapper Mining Inc.'s cost and any margin is elimrnated 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 pnnciples books. Costs are reflected as fuel inventory upon purchase and recognized as fuel expense as consumed. (c) Charges for the 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, 2017,Trapper Mining Inc. paid a dividend of 529,428 to PacifiCorp. t 106 I I Trapper Mining lnc. Consolidated Balance Sheet December 31, 2017 (Unaudited) $ $ Assets: Current Assets: Cash & Cash Equivalents Accounts Receivable Inventories Prepaid and Other Current Assets Current Reclamation Receivable from Buyers Total Current Assets Property. Equipment and Facilities before FAS 143: Lands and Leases Development Costs Equipment and Facilities Total Property, Equipment and Facilities (Cost) . . . . Less Accumulated Depreciation and Amortization Total Property, Equipment and Facilities (Net) . . . . . FAS 143 Property, Equipment and Facilities (Net) . . Grand Total Property, Equipment and Facilities (Net) Reclamation Receivable from Buyers Restricted Funds - Black Lung Advance Royalty - State 206-13 Total Assets Liabilities and Members' Equify: Current Liabilities: Accounts Payable Accrued Payroll Expenses Accrued Production Taxes Accrued Royalties Current Portion Asset Retirement Liability Current Portion Long-Term Debt Total Current Liabilities Asset Retirement Liability Black Lung Liability Total Liabilities . Members'Equity Paid in capital @ 1lll98 Patronage Equity - Prior Year Non-Patronage Equity * Prior Year Patronage Equity - Current Year Non-Patronage Equity - Current Year Total Members'Equiry Total Liabilities and Members' Equity 107 $18,738,235 8,1 39,806 6,377,274 485,891 375,676 $ 34,1 16,882 $ 17.748,984 2,834,915 126J22,483 146,906,282 116,676,314 $ 30,229.968 1.583,662 s 31,813,630 14,762,574 500,000 60,000 $ 81,253,086 2.337.603 3, I 58,539 1,465,548 922,947 375,676 0 8,260,313 16,346,236 198.072 $ 24,804,621 q ?o i)4 q)5 31,294,249 2,828,413 2"069.623 (68,745) $ 56,448,465 s 81,253,086 $ I I Trapper Mining lnc. Consolidated Net lncome As of: December 31,2017 (Unaudited)t TRAPPER MINING WILLIAMS FORK MINING WILLIAMS FORK LAND NET INCOME (LOSS) BEFORE TAX CURRENT TAX PROVISION TOTAL TAX PROVISION NET INCOME (LOSS) AFTER TAX $ NET INCOME FOR THE MONTH NET INCOME YEAR TO DATE 2.236.738.97 (3,174.49) (232.687.93) s 2.000.876.55 1.00 1.00 2.000.877.55 974,476.94 (24.49) /. <78 97\ $971 -873 48 100 100 $971 .87 4.48 SALT RIVER TRI-STATE PACIfICORP PLATTE RIVER SALT RIVER TRI.STATE PACIFICORP PLATTE RIVER 32.10% 26.570/0 21 .40o/o 19.93% 32.1lyo 26.57Yo 21.40% t9.930 (224.363.1 1) (72,020.56)' (59.61 3 28) (48.013.70) (44.715.s7) (22.067.29) ( l 8.265.66) (14.7fi.52\ 700.97\13. TOTAL NONPATRONAGE INCOME (LOSS)(68.7 45.44\ TOTAL PATRONAGE INCOME (LOSS) TOTAL INCOME (LOSS) 1.196.237 .s9 383.992.26 3 1 7.840.33 255.994.85 238.41 0. I 5 664.348.98 549.898.83 442.899.32 4t2.47 5.86 I 2.069.622.99 971 .87 4.48 2,000,877.55 108 t consoridatea patronlr#ffi #;:H'ffi e tncome Ailocation Asof: December 31,2017 NET INCOME $ FOR THE MONTH NET INCOME YEAR TO DATE TRAPPER PATRONAGE INCOME TRAPPER NONPATRON INCOME TOTAL TRAPPER INCOME WFMC NONPATRONAGE INCOME WFLC PATRONAGE INCOME TOTAL CONSOLIDATED INCOME SALT RIVER TRI-STATE PACIFICORP PLATTE RIVER TOTAL TRAPPER PATRONAGE SALT RIVER TRI.STATE PACIFICORP PLATTE RIVER TOTAL TRAPPER NONPATRON TOTAL TRAPPER INCOME SALT RIVER TRI-STATE PACIFICORP PLATTE RIVER TOTAL WFMC NONPATRONAGE SALT RIVER TRI.STATE PACIFICORP PLATTE RIVER TOTAL WFLC PATRONAGE 1 ,l 98.8 r 6.56 (224.338.62) 97 4.477 .94 (24.4e) (2.s78 97) 971 .87 4.48 32.1Oyo 26.57Yo 21.40% 19.93% 32.10o/o 26.57% 21.40o/o 1993% 32.100/0 26.s7% 21.40% 19.93% 32.10o/o 2657% 21.40% 19.93o/o 384.820. l r 31 8.525.56 256,546.75 238.924.14 739.041 80 6tt.724.01 492,694.54 458.8s0 s7 1 .l 98.81 6.56 (72.012.70) (s9.606.77) (48.008.46) (44.710.69) 2.302.3t0.92 (21 ,048.28) (17,422.20) (14.032 18) ( 13.068.29) (224.338.62) 974.477.94 (7 86) (6.51 ) (s.24) (4.88 ) (6s,s70.95 ) 2.236.739.97 ( r.0r e.0r ) (843 46) (679.34) (632.68) (24 49) ( 827.8s) (68s 23) (s51.90) (5 l3.ee) (3.17 4.49\ (7 4.692.82) (61.82s r8) (19.7es.22) (46.374.71\ (2.s78.97)(232,687.93) 109 Cottonwood Creek Consolidated Irrigation Company Affiliated Transactions For the Year Ended December 31, 2017 t Account Descrintion PacifiCorp Received Services PacifiCorp Provided Services Annual assessment fees $ 333.443 $ Total $__________i33 443 $ Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets (a) (a) None None None N/A N/A N/A N/A N/A (a) Cottonwood Creek Consolrdated Irrigation Companl, rs a not-Ibr-profit entif-!- that operates at cost. At December 31 , 2017, PacifiCorp's plant-in-service included the following assets related to Cottonwood Creek Consolidated Irrigation Company: 56.052,845 (S5,021,682 net of accumulated depreciation) for a water supply project (including allowance for funds used during construction and capital surcharge) and $65,43 I ($27 ,218 net of accumulated depreciation) for water rights. o lt0 o t Cottonwood Creek Consolidated lrrigation Company Balance Sheet Forthe Year Ended December 3L,20t7 Beginning Balance Ending BalanceAccount Name Zions Bank - Payroll Zions Bank - Construction Zions Bank - Operating Wells Fargo - Construction MM - Zions Bank MM - General Fund Accounts Receivable Grants Receivable Certificate - Wells Fargo ;,t Term - wetts Farso Property & Equipment Work ln Progress Accounts Payable Loan UT Water Resources 1,,422 40,551 338,683 2,000 1,,1,69,975 200,1.1.1 168,468 3s,000 10,135 t,6tt 31,309,545 (298,514) (5,784,874) 41,,479 378,447 487,484 '1,,404 29,342 596,1.44 206,601 298,51.4 255,975 Disbursements 4L,51,4 375,846 384,752 249,542 722,179 35,000 450 3s0 t,387 43,152 44L,4'.J,6 2,000 921,836 229,453 42,433 10,150 1,,1,62 31,309,545 206,607 (3so) (5,529,899) Rece 15 1 Tota ls 27,194,1,1,1,2,295,4'1,4 27,679,894 o 111 1,809,632 Cottonwood Creek Consolidated lrrigation Company lncome Statement For the Year Ended December 3L,20L7 Beginning Balance Receipts I Account Name Disbursements Ending Balance General Fund Loan Payment lnterest Earnings Stock Water Pipeline Project Water Fund River Commissioner Swasey Ditch Peacock Ditch Joe's Va lley/Black Caynon Fund Adjustment Account 248,55L 12,1,72 42,526 16,855 2,329 3,655 (26,7331 13,105,293 153,976 276,000 1,745 9,750 22,424 8,882 907 2,5'1,4 7,804 462,583 45,556 276,000 10,585 22,424 6,099 356,961 L3,857 4L,691 19,637 3,235 5,169 (18,930) '1,3,567,876 13,4O4,587 946,585 360,674 o&M O&M lrrigation Mammoth Canal Clipper/Western Canal Blue Cut Canal 3s,006 45,591. 6,615 1.0,702 1,066 45,591 6,615 10,702 1,066 3s,005 t 35,006 63,973 63,973 35 006 O&M Reservior 5,450 6,450 Construction Project Capitalization C&W Adobe Wash Reservior Blue Cut Upper Mammoth Lower Mammoth Jorgensen 13,754,5L8 243,362 4,874 8,281_ 40,445 9,724 63,844 17,366 42,327 30,140 80,552 166,35s 6,220 13,934,035 (12,492) (42,327) (21,859) (40,108) (156,640) (6,220) 1"3,754,5!8 306,685 406,874 13,554,389 Tota ls 27,L94,1.1.1. lt2 1,323,694 837,9'J.1.27,679,894 I 13,990,498 I I Ferron Canal & Reservoir Company Affiliated Transactions For the Year Ended December 31, 2017 Account Description Annual assessment fees Payment for water rights(u) Credit received(u) Total Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets PacifiCorp Received Services PacifiCorp Provided Services $669,113 579,369 (214.484\ $________r-033t98 (b) (b) None None None $ N/A N/A N/A N/A N/A (a) (b) During the year ended December 3 1. 201 7. PacifiCorp paid $579"369 for the right to obtain 7-000 acre-feet of water for the year ended December 31.2017. PacifiCorp received a credit of$214.484 representing PacifiCorp's share ofthe water rights .payment based on its percentage ownersl'tip in Ferron Canal & Reservoir Company. Under section 50 I (c)l 2 ofthe Intemal Revenue Code, Ferrorr Canal & Reservoir Company operates at cost. At December 31.2017 , 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. I il3 s Cash Basis FERRON CANAL & RESERVOIR CO. Balance Sheet As of December 31,2017 ASSETS Current Assets Checking/Savings DESERWIEW CHECKING DESERTVIEW FEDERAL CREDIT UNION MASTER SHARES SHARE ACCOUNT Total DESERTVIEW FEDERAL CREDIT UNION MILLSITE REHABILITATION ACCOUNT SEDIMENT MITIGATION ACCT ZION'S BANK Total Checkingsavings Accounts Receivable Accounts Receivable Total Accounts Receivable Total Current Assets TOTAL ASSETS LIABILITIES & EOUITY Liabilities Current Liabilities Accounts Payable Accounts Payable Total Accounts Payable Other Current Liabilities Payroll Liabilities Total Other Current Liabilities Total Current Liabilities Total Liabilities Equity Retained Earnings Net lncome Total Equity TOTAL LIABILITIES & EQUITY Dec 31,17 247,395.32 1,338,785.39 28.13 1,338,813.52 211,212.29 18,073.77 233,140.1 1 2,048,635.01 -1 .76 -1 .76 2,048,633.25 2,048,633.25 -210.76 -210.76 671.06 671.06 **9Pt! 460.30 1,862,525.87 185,647.08 2,048,172.95 2,048,633.25 I I 114 I ^rglsh l!:il FERRON CANAL & RESERVOIR CO. Profit & Loss January through December 2017I' Jan - Dec 17 lncome.WATER LEASE INCOME CERTIFICATE TRANSFERS MILLSITE REHAB STATE FUNDS INCOME - Other Total INCOME REVENUE Total lncome Gross Profit Expense Bank Service Charge EQUIPMENT LEASE TOOLS Total EQUIPMENT GENERAL BOARDMEMBER DREDGE INSURANCE LEGAL NOTICE LOAN PAYilIENTS OFFICE SUPPLIES PAYROLL EXPENSES PERMITS POWER REGISTRATIONS TELEPHONE TRAVEL EXPENSE WATER'POP'GROCERIES GENERAL - Other Total GENERAL IRRIGAT]ON REPAIRS SUPPLIES Total IRRIGATION MAlNTENANCE BU]LDING EQU]PMENT PURCHASES EQUIPMENT REPAIRS FUEL SUPPLIES Total MAINTENANCE M]LLSITE REHABILITATION EMERY COUNTY MILLSITE REHABILITATION - Other Total MILLSITE REHABILITATION 65.00 1,321 ,626.92 280,157.99 4,000 00 't,601,849 91 892,047.61 2,497,897.52 2,497,897.52 9.60 8,400.00 69.95 930.00 51 ,892.21 30,210.58 60.00 163,100.00 3,101 .82 141,158.38 322.89 1,680.73 280.00 3,373.82 1,393.20 1,672.31 s,594.00 7,013.75 22,405.42 23,260.92 145,440.00 15,275.OO 14,958.79 11:793_:97 1,404,284.36 253,906.99 8,469.9s 404,769.94 29,419 17 210.728.68 1,658,19't.35 -1.25Reconcil iation Discrepancies lr5 Cash Basis FERRON CANAL & RESERVOIR CO. Profit & Loss January through December 2017 VEHICLES REGISTRATION Total VEHICLES Total Expense Net lncome Jan - Dec 17 663.00 663.00 2,312,250.44 185,647.08 t I lt6 t I Huntington Cleveland Irrigation Company Affiliated Transactions For the Year Ended December 31, 2017 Account Description Annual assessment fees Total PacifiCorp Received Services PacifiCorp Provided Services $ 528.309 $ $_________528i09 $ Basis of pricing Cost of service The margin of charges over costs Assets allocable to the services The overall rate ofreturn on assets (a) (a) None None None N/A N/A N/A N/A N/A (a) Under section 501(c)12 ofthe lntemal Revenue Code, Huntington Cleveland lrrrgation Company operates at cost.I At December 31 ,2017, PacifiCorp's plant-in-service included the following assets related to Huntinston Cleveland Irrigation Company: $22,075,411 ($15,119,506 net of accumulated depreciation) for a water supply proj6ct (including allowance for funds used during construction and capital surcharge) and $ I ,47 I ,639 ($489,798 net of accumulated depreciation) for water rights. I 1t7 I I UN TINGTON.C I,EVEI,AN D I RRIG A'I'I O N CO ilI PANY S'I'ATEMENTS OT' F'INANCIAL POSTTION AS OF' DECEI}IBER 3I 20I6 AND 2017 1'O'|AL ALL FUNDS 2016 2017 I ASSETS CURRENT ASSEI'S: Cash and cash equivalents Restrictcd cash and cash equivalents Accounts receivable: Sharcholder assessments Othcr Contracts receivable: IIOR - Rcstricted NRCS - Restricted Prepaid Insurance TotaI curre0t assets NONCURRENT ASSETS: Fixed Assets: Land Easements Water rights Vehicles Officc cquipnrent Other equipmcnt Diversion structures Storage facilities improvements Irrigation Sy-stenr Accunrulated dcpreciation Total assets S 335,700 147,480 19,328 1,016 s 737,790 16,375 5,849 I 33,503 14,7 54 3,886 s 655.727 $ 760.014 I $$41,722 t 16,718 3,A96,469 13,737 5,840 1 3,540 72,143 4,462,412 56,925,942 (6,743,467) 'l'otal noncurrent assets $ 59,r 19,704 $ 58.005,0s6 $ 59,775,431 S 58,765,070 "'I'he accompanying notes are an integral part of this statement." il8 t 41,722 I I6,7r8 3,096,469 t3,737 5,840 7,907 55,000 1,462,412 56,8s 8,889 (s,s3 8,890) (Continued)o II UNTI NGTON.CI,EVEI,AN D I RRIGATION COJlI PANY STA'TE]VIf, NTS OF' FINA NCIAL POSITION AS OII DT]CEj}IBE 3t. 2016 AND 2017 TOTAL ALL FUNDS 2016 2017 t. r A B r L l.ll E-l ^' ND-l)Ef assEl,s CURRENT LIABILITIES: Accounts payable Wages payablc Payroll taxes payable Accrucd interest payable Current portion of long-term liabilities s 437,32t $5,2t7 4,342 2,309 3,3 09 I40, r 44 474 3,405 167,210 'l'otal current liabilities $ 608,416 $ 155,32 I I l-Ox-- G-TIi RN,I L. tA Il I LI'l- I ES Notes payable (Note 6)$ 3,067,082 S 2,955,138 Total long-term I iabilities Total liabilities s 3,067,082 $ 2,955.138 s 3,675,498 $ 3,110,4s9 NET ASSETS: linrestricted: 'I'emporarily Rcstricted - Salinity Project s 5,798,401 S 55,654.6 r I 50.301,532 'l'otal net assets $ 56,099,913 S 55,654,611 Total liabilities and net asscts $ 59,775,431 $ 58,765,070 t "The accornpanying notes are an integral psrt of this statcment." 119 ItUN'rI)iG'! ON-(ll.EVELAr"D IRRICA'tlO\ C0IIPAiYI' S'I'A'TEITI ENTS OIt AC]I'IYITII:S roR TlrE ylt,\Rs ENDF-D uD(..t_)-{Ir[R ]r. eg,|-6-$iDl0tl l0r6 20\i t ,].IiNiI'ORARILY IN.;RES'IRI(]TID RESTRICTEI) OPTRATIONS & SALINITY IvlAll.i'[I']NANCE PR(UECT TOTA!- ?0 t(r TO1'At. 2tt7 11:!r'lPOR.{RILY UNR[,S'TRIC'|I:D RESTITICTI;D OPIIR^'I'IONS& SAI..INITY T,,AINITJNANCE, PROJI:C:'I' s . 880,01J5 s 6.I? Chargcs for Scrvices A water Assesvncnt B Warar Assc.rstrlml Mulrcipal and Induslry AsscssmcDL Dam Rc?a!.n)cnl AsscssDren!. Prolecl Rcpaytncnt"'O & N'l Assessn)cnt Upper Pond Asscssmcrt lvtcter A3sesslilent Mininul Asscssnmt Ad,ustmmts f\ct charges Ibr scrviccs Covemrncntal grants Other Rcvttrrre: Paymmts fiorn Stockholdcrs {NRCS) Ccrlificatc Transfcrs [-atc Fess lnlsest Reimbursmenls r*ct grin from salinitt settlement N,lisccllancous Total oth6 rocouc -fotal rcvenuts Expenses: IlograD scrYicB: \Yalcr Nlastcr Wagc Rscrvoir Manager Wagu Otlrcr Labor Wage Palroll Berelits lr,lachine !lire Equiprncot Rcntal Nion Employcc La[]u Jm's Vallcy Dam Rcpalrncnt O&Ll - trUrCI) Hunttngton I)am Rr.paynrmt watet Systenr Maintcnance Waler Rigllts A-lsessucnrs Beaver & )t'lrrskrat Control Vchiclc ard llqnilxrEnt lixpe,rsc \{atcnal and Supplies Insurance Dcprcciation lnterest expeilse lvliscellanet>us 'I'otal proi_rail) crPcrsc,s 5 I I ,5ti5 2?.J00 5'1't,741 28,950 6',1.499 64,930 31,150 2.6i2 s 81.585 22,500 \11 1La ?8,950 6? Age 64,9J0 33. I 50 2,611 S 82,03.1 S 82,03422,69e 22.699s71,832 571,81?2.8,734 28,73168,069 68,069 6J,03 r 65,03 I33,150 33,t50 l'536 $ 878,173 . -"5** -"s 878,913 t $ 880.085 s .1 r 6,3?? 3 ,. l?2,594s 6.095 2;t60 2,i93 1.337 27,431 s ?98.t 80 S 10.t,2?J 5 $3\i,707 169 3 I 7,?07 2.160 4,650 1.506 21.$7 E01 2,1 78 I ,76S I.3i6 1.300 621 2,500 ?,1 ?8 r,885 1..r00 282.995 s 2,500 s $ 9'1 2:i I 281,995 8,7i7 $ 10,7:8 s 9l .5,796 s l20.ll3 s 350.86| s 7.21.1 $ 294.560 $ 301,??.1 s. r.501.152 t $ 618.3r.1 S 1,534,109 S 893.515 S 610.9.1? $I 01,983 18,0 t8 3,299 I 5,536 9,500 250 3r6 26.198 30,8?r I I .15.1 363,7i9 2(r,85? t,030 13.348 r 5.16S t2.25,1 65.361 1 01,988 t8,018 3,199 I 5,516 9,5C0 2 5{' )16 26, I 98 30,82 r I l,l 54 i6l,73C 26.857 L030 I3,34 8 I 5,168 11,?54 t,191,425 t 02,538 ls,l83 3,14 r 1 7,1 93 7 ,940 26,198 30,82 l Il,t5.r I 57,6t6 1 ?365 440 ?,7{0 3,01? r t,l 80 6(r,9 I 9 l 01,538 ]8.l8li 3.1 4r 17,r93 ?.9,10 S s $ s r,132,058 S i ?li I,137,657 39.99-3 5,220 26,r 98 30.83 I I I,I 54 35'1,656 17,465 4,10 '1J 40 3,012 |l,180 | )o4,1',th 39,993 t,6 t7l.6l 7 s 7t8.907 $ 1,132.058 S t,850,965 $ 683,197 S 1,182,1170 I,t64 1,864 '' I hc accompanying notcs ar! an iltcgral part of dris staicu]cot." $ .1,866.067 120 t $ 80r (Conlinud) o }I UIIi'I' IN(;]'OI{,CLT:VELAND IRRIGATION (:OMT'ANY STATEYUNTS OF ACTIVITIES IiOR 1'lll' I"E..\LS l:.tDED Dt)g;lttlER Jl. 2pl6 IND 201? 2016 20li TEMPORARII,)' UNRI":S-I Rl(:rl:-D RESI RICTl.:l) OPERATIONS & SAI-INITY iltAi!'JTI:NrlNCll Plt0iECT TOTAL 20t6 1'I.]MPORARII,Y UI"RfS rRlCTliD R!:S'[RICTED OPERAI'IONS & S^LTNITY lvrAlNTLIN.-\NCE, PROjitCT 1'UI'AL 201 7 Sopporl Servies Secrctary Wagc Payrolt Bmefits Offie Renr Accounting aud .Auditilg Irgal i:ees l.clcphone and lntemcr Office Supplics I'os tage Nlcctiogs Bank Chargcs ard Fees Travcl Ivliscellancous 27,860 900 3,300 6,070 r 3,496 5,1 s7 4,252 l,l 8l 27,860 900 3,300 (t,0'10 I 3,496 5,187 4,252 l,t8l S 2i,087 2,07? -1,600 6,270 5,878 2,900 9s{ 50 6(r3 6S3 4.715 S 27,0111 7.912 3,60C 6,270 20,833 5,878 2.900 9s4 50 (163 2,004 4.715 s lr\, 544 1 a<1 5,1 79 54{ 2;157 5.t?9 I 111 Total srDpon scrYices s 70.726 S -$ 70,726 s 1,92 r.69r s ?0.593- s ?5r,790 s ..q,0!, .!. .. 77,076 s r,r3e,3J.r $ 1,913,143Total erpen*s $ 7se,6l:i s 1.132.058 t Clrmge in nct asscls bcfore rclasc of rcstnctions s t?6.163 s (:13,?,15) $ (387.j81) 3i l]9.??5 s (i78,4 I 6)s_ (438,691) h-cl assets rrlerscd frnm lemporary restrction: Conpletioo ol'salinity projcct s 49.723.1 l6 q r,tq ?) t l 16l Total nct asicls rcicascd liorn lffirporar y rcstrrctlons S s S s 49,?13.t t6 5 {9,86:,8 l r $ (,D.723.t',t6) S Change in nct assets s I 1.6, 163 5.672,33E (s i3,74s) S .50,8 t 5.277 (31t7,i82) 56.48?,5 I 5 s (50,l0r,sil) J0,30t,5:i2 5; (,138,69 r ) Net assus, beginnirrg of yur Pnor pd0d adjrstnrcnt 5,?98.40 i (6,63 r ) 56,099,933 (6,63 r ) Ncl asscts, cnd ol vcilr $ 5.793.40i $ 50.10i,531 s i6.099.93-;s 5i.654.61 I S 5 5i.6s1.61 r "Thc accornpanying notes are an inlegral parl ofthis statcmenl "I 121 5 s B. C. D. E. IlI. Loans The following information on loans to and from affiliates of PacifiCorp includes the following: A. The month-end amounts outstanding. The highest amount outstanding during the year, separately for short-term and long- term loans. A description of the terms and conditions, including the basis for interest rates. The total amount of interest charged or credited and the weighted-average interest rate. Specify the commission order(s) approving the transaction where such approval is required by law. I I 122 I t Loan Summary 2017 III. For inter-company loans to / flom affiliates: I (a) Refer to the following schedule for the detail of month-end loan amounts outstanding. (b) Refer to the following schedule for the detai I of interest charged or credited and the rates of interest. REQLTIRENTENTS PACIFIC MINERALS.INC. A. The month-end amounts outstanding for short-term and long-term loans: Short-term loans: January - December Long-term loans: (a) NiA B. The highest amount during the year separately for short-term and long-term loans: Maximum loan to affiliate: Short-term loans: Amount Date Long-term loans: Amount Date Maximum loan from affiliate Short-term loans: Amount Date Long-term loans: Amount Date $4,272,000 January 4,2017 N/A N/A $r 9,46s,200 March 17,2017 N/A N/A C. A description of the terms and conditions for loans including the basis for interest rates: Pursuant to the terms and conditions of the Umbrella Loan Agreement D. The total amount of interest charged or credited and the weighted average rate ofinterest separately for short-term and long-term loans: Short-term loans: Interest expense charged Interest income credited Long-term loans: Interest charged or credited $24,990 I,170 (b) N/A E. Specifu the commission order(s) approving the transaction where such approval is required by law: Refer to Appendix A I 123 t I q) d, c) UD a0- i:: G =i,ii c E-.==2u =o-'-I OEiF 9Etro 6, q)- 9tro q)Z 'ie0- -:E<z <;a :=z!! 9C- -trtr: z.rE 9 q,J G=C - L rro-EergElo.i - hnao< s9 c!= l.6 = 4 F- e 4 e 4 4 4 4 4 4 4 4 F-. 4 trr a?) 4 4 a- C.l @ 4 4 @ @ 4 4 3 e c.$cl 4 x \t c\ co \c oc \c & c\o\ co \o e'tr- @ e o.l @& oo e c! + 4 @ @ 4 4 4 4 4 a o\ 4 a.lF-6l* @ 4 4 @ @ 4 @ @ 4 @ c.]F-N+ 4 c.l 4 4 4 @ @ 4 4 @ @ 4 4 N @ a e =f @ a.J + @ 4 e q 4 4 6 e a N \coo a..| 4 4 a.l @0a oo 4 Noo \o 4 e 4 4 @ @ 4 4 o, @ a.l oo+ 4 (,)o r-. c).L F-Ir- 6 I = a r-.t- oO I = c-c)a F.r\ ozIF- oa) F- Lb- (.) a- o c) L o. .J o- U o oo -o .3 (,)o o o E a0 -o 6 I 124 I 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 31,2017, and the balance as of December3l,2017. PacifiCorp does not guarantee the debt of its subsidiaries or any of its affiliates. I t 125 V. Other Transactions I Other transactions (utilify leasing of affiliate property, affiliate leasing of utility property, utility purchase of affiliate property, material or supplies and affiliate purchase of utilify property, material or supplies) are as follows: Other transactions are included in Section II. Transactions. t 126 t t 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. o t 127 Report of PacifiCorp Employee Transfers to Affiliates During the Year Ended December 31r2017 t I Affiliate Job Title President & CEO, PacifiCorp Transmission Supervisor, Wind Operations Count I I Berkshire Hathaway Energy Company Berkshire Hathaway Energy Renewables Berkshire Hathaway Energy US Transmission President & CEO, Berkshire Hathaway Energy U.S. Transmission I Berkshire Hathaway Energy US Transmission Senior Executive Assistant I Berkshire Hathaway Energy US Transmission Principle Engineer J Berkshire Hathaway Energy US Transmission Vice President, Project Delivery I Berkshire Hathaway Energy US Transmission General Counsel, Berkshire Hathaway Energy U.S. Transmission I Berkshire Hathaway Energy US Transmission Director, Engineering/Environment I Berkshire Hathaway Energy US Transmission Project N4anager I Berkshire Hathaway Energy US Transmission Senior Engineer/Operations Proj ect Manager I Berkshire Hathaway Energy US Transmission Principle Area,/Transmission Planner I NV Energ1,, Inc.Supervisor, Customer Service 1 Total t4 t28 I I o Report of PacifiCorp Employee Transfers from Affiliates During the Year Ended December 31,2017 Affiliate Kem River Gas Transmission Company MidAmerican Energy Company MidAmerican Energy Company MidAmerican Energy Company NV Energy, lnc. NV Energy, Inc. NV Energy, Inc. Pacific Minerals, Inc. Pacific Minerals, Inc. Total Job Title Senior Property Agent Regional Business Manager Supervisor. Materials Management/Warehouse Associate Grid Operator Lineman/Joumeyman Junior Lineman Safety Compliance Special ist Jun ior Equipment Mechanic Substation Apprentice Count I I 1 I I I I I I 9 t 129 VII. Cost Allocations A description of each intra-company cost allocation procedure and a schedule of cost amounts, by account, transferred between regulated and non-regulated segments ofthe company. o o r30 I t PacifiCorp Cost Allocation Manual For the Year Ended December 3lr20l7 Overview/Introd uction This section describes the allocation of costs between PacifiCorp and its affiliates. On March 31 , 2006, PacifiCorp entered into an Intercompany Administrative Services Agreement ("lASA") 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 the 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; andd) the use of automobiles, airplanes, other vehicles, and equipment. Allocation Amounts and Methods BHE and subsidiaries to PacifiCorp During the year ended December3l, 2017, PacifrCorp 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 Il - 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 BHE Renewables, LLC BHE U.S. Transmission, LLC Kern River Gas Transmission Company MHC Inc. MidAmerican Energy Company Nevada Power Company Northern Natural Gas Company NV Energy, Inc. Sierra Pacific Power Company Total $ 5,952,892 1,983 77 4,37 5 1,355 337,353 3,469,506 115.941 1,520 5,013 128 $ r0.660.066 $ 3,015,472 1,577 38 61"723 2,477.507 $__rJ56ll7 BHE and its subsidiaries allocated the amounts to PacifiCorp using eight different formulae during the year ended December 31, 2017. These formulae are as follows: a) A two-factor forrnula based on the labor and assets of each of BHE's subsidiaries. PacifiCorp's allocation percentage during the period of January I through December 3l ,2017, was 28.14%o. o I l3l b) The same two-factor formula as a) above, except excluding the labor and assets of BFIE's intemational subsidiaries. PacifiCorp's allocation percentage during the period of January I through December 3 1. 201 7, was 33.04o/o.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 period of January 1 through December 31, 2017, was 40.32oh. 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 period of January 1 through December 31,2017, was 37.61oh. 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 period of January I through December 31 ,2017, was 31 .49Yo. 0 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 period of January I through December 31 ,2017, was 36.03o..'o.g) 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 ,2017 , was 31 .96%o. h) A formula based on shared Information Technology infrastructure that is owned and/or managed by MidAmerican Energy Company. PacifiCorp's allocation percentage during the period of January 1 through April 30, 2017, was 2.89%o and May I through December 31,2017, was 4.12%o. PacifiCorp to BHE and subsidiaries During the year ended December 31, 2017, 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 entitv Total services provided as reported in Section II - Transactions Amount of services based on allocations Berkshire Hathaway Energy Company BHE Altalink Ltd. BHE Renewables, LLC BHE U.S. Transmission, LLC CalEnergy Generation Operating Company CalEnergy Philippines Electric Transmission Texas, LLC HomeServices of America, Inc. Iowa Realty Co., Inc. Kern River Gas Transmission Company MEC Construction Services Co. MidAmerican Central Califomia Transco, LLC MidAmerican Energy Company MidAmerican Energy Services, LLC Midwest Capital Group, Inc. MTL Canyon Holdings, LLC Nevada Power Company Northem Natural Gas Company Northern Powergrid Holdings Company NV Energy, Inc. Sierra Pacific Power Company Total 144,423 46,635 65,986 260,261 31,162 1.776 88 t49,345 3,877 77,108 3,4ss 7,116 942.339 6,7 55 395 16 I 1 1,586 200,866 74,290 107,956 63. I 03$ 22981j8 $$20,1 50 34,154 54,022 7,245 r 9,508 1,33 r 133,032 22,263 r80 246,521 6,s38 377 98,923 60,904 43,537 1,246 53.067 $_EOZ99& o I 132 I t PacifiCorp allocated the amounts to BHE and its subsidiaries using six different formulae during the year ended December 31, 2017. 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 from January I through December 31 ,2017,was 71.860/o.b) The same two-factor formula as a) above, except excluding the labor and assets of BHE's intemational subsidiaries. The percentage that PacifiCorp allocated to BHE and its subsidiaries from January I through December 3 l. 2017, was 66.96Yo. 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 fiom January 1 through December 31 ,2017, was 59.68%. 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 from January I through December 31,2017, was 62.390/o.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. The percentage that PacifiCorp's allocated to BHE and its subsidiaries from January I through December 31,2017, was 68.5 l7o. 0 A formula based on shared Information Technology infrastructure that is owned and/or managed by MidAmerican Energy Company. The percentage that PacifiCorp allocated to BHE and its subsidiaries from January I through April 30,2017, was 97.11% and May 1 through December 31,2017, was 9s.88%. I t IJJ INTERCOMPANY ADMINSTRATIVE SERVICES AGREEMENT BFTWEEN MIDAMERICAN ENERGY HOLDINGS COMPANY AND rTS SUBSIDIARIES This lnlercompany Administrative Services Agreement ("Agreement') is enlered into as of March 31, 2006 by and between MidAmerican Energy Holdings Company (hereinafler the "Company") and its ditect and indirect subsidiaries (hereinafier the "SubsiJiaries') (each a 'Party' and together lhe "Parties"). WHEREAS, the Company provides senior management, executive oversight and other administrative services thal provide value to and beneft the Subsidiaries as entities in the consolidated group; WHEREAS, the Subsidiaries have access to professional, technical and other specialized resources thal the Company may wish to utilize from time to time in the provision of such administrative services; and WHEREAS, the Company and Subsidiaries may desire to utilize the professional, technical and other spec ialized resources of certain Subsidiaries; NOW, THEREFORE, in consideration ol the premises and mutual agreements set forth herein, the Company and Subsidiaries agree as bllows: ARTICLE 1. PROVISION OF ADMINISTRATIVE SERVICES Upon and subject to the terms of this Agreement, services will be provided between and among lhe Company and its Subsidiaries thal are not dhectly applicable to the production, distribution or sale of a product or service available to cuslomers of the Company or its subsidiaries ('Administrative Services'). For purposes of this Agreemenl, Administrative Services shall include, but not be limited to the following: a) services by executive, management, professional, technicaland clericalemployees; b) financial services, payroll processing seruices, ernployee beneftts participation, supply chain and purchase order processing services, lax and accounting services, contract negoliation and administration services, risk managemenl services, environmental services and engineering and technical services; c) the use of office facilities, including but not limited to office space, conference looms, furniture, equipmenl, machinery, supplies, computers and compuler sofiware, insurance policies and other personal property; d) the use of automobiles, airplanes, other vehicles and equipment; t I r34 I t t To obtain specialized expertise or to achieve efficiencies, the hllowing situations nny arise under this Agreement whereby Administrative Services may be provided between and among the Company and its Subsidiaries: a) The Conpany may direclly assign or allocate common costs to the Subsidiaries, b) The Company rnay procure Administrative Services from the Subsidiaries br its own benefit, c) The Company rnay procule Administrative Services fiom the Subsidiades for subsequent allocation lo some or allSubsidiaries commonly benefiting, or d) The Subsidiaries may procure Administrative Services from each other. ARTICLE 2, DEFN]TIoNS For purposes of this Agreement these lerms shall be defined as follows: (a) olaws' shall mean any law, statute, rule, regulalion or ordinance. (b) "Slate Commissions' shall mean any state public utility commission or slate public service commission with jurisdiction over a rate-regulated Party. (c) "Subsidiaries" shall mean current and future direct and indirect maprity-owned subsidiaries of the Company. ARTICLE 3. EFFECTIVE DATE This Agreement shall be effective as of lhe date set forth above; provided, however, that in those jurisdictions in which regulatory approval is required bebre the Agteenent becomes effective, the effeclive dale shallbe as of the date of such approval. ARTICLE 4. CHARGES AND PAYiTENT (a) CHARGES. Parties shall charge for Administrative Services on the following basis (i) Direct Charges: The Party receiving the benefit of Adminislrative Services ("Becipient Party") will be charged for the operating costs incurred by the Party providing the Administrative Services ('Providing Party'), including, but not limited to, allocable salary and wages, incentives, paid absences, payroll taxes, payroll additives (insurance premiums, health care and retirement benefits and the like), direct non-labor costs, if any, and similar expenses, and reimbursement of oulof-pocket third party costs and expenses. (ii) Service Charges: Costs that are impraclical to charge directly but for which a cost/benefil relationship can be reasonably identified. A praclical allocalion method will be established by Providing Party that allocates the cost of this service equitably and consistently lo the Hecipient Party. Any changes in the methodology will be communicated in writing to rate+egulated subsidiaries at least 180 days before the implementation of the change. (iii) Allocalions: Costs incurred for the general benefit of the entire corporale group br which direct charging and service charges are not practical, An allocation methodology will be established and used consistently from year to year. Any changes to the methodology will be communicaledI 135 in writing lo rate+eguhted subsirJiaries at least 180 days before the inplementation of the change. The charges conslitule full conpensalion lo the Providing Party br all charges, cosls and expenses incurred by the Providing Party on behalf of the Recipient Party in providing the Administralive Services, unless otherwise specift'cally agreed to in wrtting between the Pailies. lf events or circumstances arise which, in the opinion of lhe Parties, render lhe cosls of providing any Administrative Services materially different from those charged under a specific rale or lormula then in effecl, lhe specific rate or formulas shall be equitably adjusted to take into accounl such events or changed circumstances. Providing Parties will bill each and all Recipient Parties, as appropriate, br Administralive Services rendered under this Agreement in as specific a manner as praclicable. To the extent that direct charging for services rendered is nol practicable, the Providing Party may utilize allocation melhodologies to assign charges for seryices rendered to the Recipienl Party, reflective of lhe drivers of such cosls. Such allocation melhodologies may utilize allocation bases lhat include, bul are not limited to: employee labor, employee counls, assets, and multi-factor allocalion formulae. Any cost allocation methodology for lhe assignment of corporale and affiliate costs will comply with the following principles: i) For Administrative Services rendered to a rale-regulated subsidiary of the Company or each cost category subjectto allocalion to rate-regulated subsirdiaries by the Company, the Company musl be able to demonstrale that such service or cost category is reasonable for the rate-regulaled subsidiary for the performance of its regulaled operations, is not duplicative of Administrative Services already being performed within the rale-regulated subsiidiary, and is reasonable and prudent. iD The Company and Providing Parties will have in place positive time reporting systems adequate to support the allocation and assignment of costs of execulives and other relevanl personnel to Recipient Parties. iii) Parties must nnintain records sufficient to specifically identifo cosls subiect to allocation, particularly with respecl to their origin. ln addition,lhe records musl be adequately supported in a manner sufficient lo justifr recovery of the costs in rates of rale-regulaled subsirJiaries. iv) ll is lhe responsibility of rate+egulaled Recipient Parties to this Agreemenl lo ensure that cosls which would have been denied recovery in rales had such costs been directly incuned by the regulated operalion are appropriately identified and segregated in the books of the regulated operalion. (b)PAYMENT (i) Each Providing Party shall bill the Recipient Party monthly for all charges pursuant lo lhis Agreement via billings to the Company. The Company, in its capacily as a clearinghouse for r36 t I t I t interconpany charges within the Conpany shall aggregate all charges and bill all Recipient Parties in a single bill. Full payment to or by the Company for allAdministrative Services shall be made by the end of the calendar month following the intercompany charge. Charges shall be supported by reasonable documenlation, which may be maintained in eleclronic furm. (ii) The Parties shall make adjustments to charges as required to reflect the discovery of errors or omissions or changes in the charges. The Parties shall conducl a true-up process at least quarterly and more frequently if necessary to adjust charges based on reconcilhtion of amounts charged and costs incuned. lt is the intenl of the Pailies thal such true-up process will be conducted using substantially the same process, procedures and methods of review as have been in effecl prior to execution ol this Agreement by the Parties. ARTICLE 5. GENERAL OBLIGATIONS: STANDARD OF CARE Rate-regulated Parties will conply with allapplicable Stale and Federal Laws regarding affiliated inleresl transactions, including timely filing of applications and reports. The Parties agree nol to cross-subsidize between the rale-regulated and non-rate+egulaled businesses or belween any rale-regulaled businesses, and shall comply with any applicable State Commission Laws and orders, Subject to the lerms of this Agreement, the Parties shall perform their obligations hereunder in a commercially reasonable manner. ARTICLE 6. TAXES Each Party shall bear alltaxes, duties and other similar charges excepl taxes based upon its gross income (and any relaled inleresl and penalties), imposed as a resull of its receipt of Administrative Services under this Agreement, including without limitation sales, use, and value-added taxes. ARflCLE 7. ACCoUNTTNG AND AUD]flNG Providing Parties and the Company shall nnintain such books and records as are necessary to support the charges for Administrative Services, in sufficient detailas may be necessary to enable the Parties to satisff applicable regulatory requirements ('Becords'). All Parties: (a) shallprovide access to the Becords at all reasonable limes; (b) shall maintain the Records in accordance with good record managemenl practices and with at leastthe same degree of conpleleness, accuracy and care as it maintains for its own records;and (c) shallmaintain its own accounting records, separale fromthe other Party's accounting records Subject lo lhe provisions of lhis Agreement, Records suppoiling intercompany billings shall be avaihble for inspection and copying by any qualified represenlalive or agent of either Party or its affiliales, al the expense of the inquiring Party. ln addition, State Commission staff or agents nray audit the accounting records of Providing Pailies that form the basis for charges to rale-regulaled subsidiaries, to determine the reasonableness ol allocation hclors used by the Providing Party to assign costs to the Recipient Party and amounls subject to allocation or direcl charges. All Parties agree lo.cooperate fully with such audits. o 137 ARTICLE 8. BUDGETING ln advance of each budget year, Providing Parties shall prepare and deliver to the Recipient Parties, br theh review and approval, a proposed budget br Administrative Services to be perhrrned during thal year. The approved schedule of budgeted Administrative Services shall evidence the base level of Administrative Services. The schedule slull be updated at least annually. Each Party shallpromptly notify the other Paily in writing of any requesled malerial change lo the budget costs br any seruice being provided. ARTICLE 9. COOPERATION W]TH OTHERS The Parties will use good hith efforts to cooperate with each other in all matters rehting to the provision and receipt of Administrative Services. Such good faith cooperation will include providing electronic access in the same manner as provided olher vendors and contractors to syslems used in connection with Administrative Services and using commercially reasonable efforts to obtain all consents, licenses, sublicenses or approvals necessary to permit each Party lo perbrm its obligations. Each Party shall make available to the other Party any information required or reasonably requested by the other Party regarding the performance of any Administrative Service and shall be responsible br timely providing that informalion and br the accuracy and completeness of that information; provided, however, that a Party shall not be liable for not providing any information that is subject to a confdentiality obligation owed by it to a person or regulatory body other than an affiliate of it or the other Party, Either Party shall not be liable for any impairment of any Administrative Service caused by it not receMing information, either timely or al all, or by it receiving inaccurale or incomplele information from lhe other Party that is required or reasonably requested regarding that Administrative Service. The Parties will cooperate wilh each other in making such information available as needed in the event.of any and all internal or external audits, utility regulatory proceedings, legal actions or dispute resolution. Each Pafi shallfully cooperate and coordinate with each othe/s employees and contractors who may be awarded olher work. The Parties shallnot commitor permit any act, which will inlerfere with the performance of or receipt of Administrative Services by either Party's employees or contraclors. ARTTCLE 10. COMPLIANCE WITH ALL LAWS Each Party shallbe responsible br (i) its compliance with all laws and governmental regulations affecting its business, including bul not limited to, laws and governmental regulations governing federaland state affiliate transactions, workers' compensation, health, safety and security, and (ii) any use it may make of the Administralive Services to assist it in conplying with such laws and governmental regulalions. ARTICLE 11. LIMITATION OF LIABILITY Notwithstanding any other provision of thb Agreemenl and excepl for (a) rights provided under Article 12 in connection with Third-Party Claims, (b) direct or actual damages as a result of a breach of this Agreemenl, and (c) liability caused by a Party's negligence or willful misconduct, no Party nor their respective direclors, offoers, employees and agenls, will have any liability to any other Party, or their respective directors, officers, employees and agents, whether based on contracl, warranty, tort, strict liability, or any other theory, for any indirect, incidental, consequential, special damages, and no Party, as a result of providing a Service pursuant to this Agreement, shall be liable to any other Party for more than the cost of the Administrative Seruice(s) related lo the claim or damages. r38 t t t t I ARTICLE 12. INDEMNIFICATION. Each ol the Parties will indemnify, defend, and hold harmless each other Party, members of its Board of Directors, offtcers, employees and agents againsl and lrom any third-party chims resulting from any negligence or willful misconduct of a Party's employees, agenls, represenlatives or subcontractors of any tier, their enployees, agenls or representatives in the performance or nonperformance of its obligations under this Agreement or in any way related to this Agreement. lf a Third-Party claim arising out of or in conneclion with this Agreement resulls from negligence of multiple Parties (including lheir enployees, agents, suppliers and subcontraclors), each Party will bear liability with respecl to the Third-Party Claim in proportion to its own negligence, ARTICLE 13. DISPUTE RESOLUTION The Parties shall prornptty resolve any conflicts arising under lhis Agreement and such resolulion shall be final. lf applicable, adjustments to the charges will be made as required to reflect lhe discovery of errors or omissions in the charges. lf the Parties are unable to resolve any service, perbrmance or budget issues or il there is a materialbreach of this Agreementthat has not been conected within ninety (90) days, representatives of the affected Pailies will meet pronptly to review and resolve those issues in good taih. ARTICLE 14. TERMINATION FOR CONVENIENCE A Party may terminate its participation in this Agreement either with respect to all, or with respect lo any one or more, of the Administrative Seryices provided hereunder at any lime and from time to lime, lor any reason or no reason, by giving nolice of termination al least sxty (60) days in advance of the effeclive date of the lermination lo enable the other Party to adjust its available staffing and facilities. ln the evenl of any termination with respect to one or more, but less lhan all, Administrative Services, this Agreement shall continue in full force and effect with respecl lo any Administrative Services nol terminated hereby. lf this Agreement is terminated in whole or in part, the Parties will cooperate in good faith with each other in all reasonable respects in order to effect an efficient transition and lo minimize the disruption lo lhe business of all Parties, including the assignmenl or lransfer of the rights and obligations under any contracts. Transitional assislance service shall include organizing and delivering records and documents necessary to allow continuation of the Administrative Services, including delivering such materials in electronic forms and versions as reasonably requesled by the Pafty. ARTICLE 1 5, CONFIDENTNL NFORMATION/NONDISCLOSI'RE To the fullest exlenl allowed by law, the provision of any Administrative Service or reimbursement for any Administrative Service provided pursuant to this Agreemenl shall not operate to impair or waive any privilege available to either Party in connection with the Administrative Seruice, its provision or reimburse me nt for th e Ad min istrative Service. All Parties will maintain in confidence Confidential lnformation provided to each other in connection with this Agreement and will use the Confidential lnformation solely for the purpose of carrying out its obligations under this Agreement. The term Confdential lnbrmation means any oral or written inbrmation, (including witrout limitatbn, computer prografis, code, macros or instructbns) which is made available to the Conpany, its 139 t SubslJhries or one of its represenlatives, regardless of ttre nnnner in ufiich such inbrmation is furnished. Confidential lnformation also includes the bllowing: a. All lnformation regarding the Administrative Seruices, including, but not limited to, price, costs, methods of operation and sofinare, shallbe maintained in confidence. b. Systems used to perform the Mministrative Services provided hereunder are confidential and proprietary to the Conpany, ils Subsidiaries or third parties. Both Parties shalltreat these systems and all rehted procedures and documentation as confidential and proprietary to the Conpany, its Subsidiaries or its third party vendors. c. All systems, procedures and related materials provided to either Party are br its inlernal use only and only as rehted to the Administrative Services or any of the underlying systems used to provide the Administrative Se rvices. Notwilhstanding anything in this Article 15 to the conlrary, the term'Confidential lnhrmalion" does not inclde any information which (i) at the time of discbsure is generalty available to and known by the public (other than as a result of an unpermitted discbsure made directly or indirectly by a Paily), (ii) was avaihble b a Party on a non- confidential basis from another source (prwided that srch source is not or was not bound by a confidentiality agreement with a Party or had any other duty of confdentiality to a Party), or (iii) has been independently acquired ordeveloped without vblating any of the obligtbns underthis Agreement. The Parties shall use good taith efurts at the termination or expiration of this Agreement to ensure lhat all user a@ess and paswvords are cancelled. All Confidential lnfurmation supplied or developed by a Party shall be and remain the sole and exclusive property of the Pafi who supplied or developed it. ARTICLE 16. PERIITTED DISCLOSURE Notwithstanding provisions of this Agreement to the contrary, each Party may disclose Confidential lnformation (i) lo the extent required by a State Commission, a court of competent jurisdiction or other governmentalauthority or othenrise as required by hw, including without limitation disclosure obligations imposed under the federal securities hws, provided that such Party has given the other Party prior notice of such requirenent when legally permissible to permit the other Party to take such legal action lo prevent the disclosure as it deems reasonable, appropriate or necessary, or (ii) on a *need-to-known basis under an obligation of confidentiality to its consultants, legal counsel, affiliates, accountants, banks and other financing sources and their advisors. ARTICLE 17. SUBCONTRACTORS To the extent provided herein, the Parties shall be fully responsible for the acts or omissions of any subcontractors of any tier and of all persons employed by such subcontractors and shall maintain complete o I 140 t I o control over all such subcontractors. lt being understood and agreed that not anything contained herein shall be deemed to create any contractual relation between the subconlractor of any tier and the Parties. ARTICLE 18. NONWAIVER. The failure of a Party lo insist upon or enforce stricl perbrmance of any of the lerms of this Agreemenl or lo exercise any rights herein shall not be conslrued as a waiver or relinquishmenl lo any extenl of ils right to enforce such terns or rights on any future occasion. ARTICLE 19. SEVERABLITY Any provision of this Agreemenl prohibited or rendered unenforceable by operation of law shall be ineffective only lo the extenl of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement. ARTTCLE 20. ENTIRE AGREEMENilDOCUMENTS INCORPORATED BY REFERENCE All understandings, representations, wananties, agreements and any referenced attachments, if any, existing between the Parties regarding the subject matter hereof are merged into this Agreemenl, which fully and completely express the agreement of the Parties with respecl to the subject matter hereof. ARTTCLE 21. OTHER AGREEilIENTS This Agreement does not address or govern lhe Parlies' relationship involving: (a) the tax allocation agreemenl nor (b) any olher relalionships not specifically identifted herein. All such relationships not addressed or governed by this Agreement will be governed and controlled by a separate agreement or tariff specifically addressing and governing those relalionships or by applicable kws or orders. t 11t t This Agreement has been duly execubd on behalf of the Partes as follous: IIDAIIERCAilEIIERGYHOI.flI{GSCOIIPAilY NilGC l..Lc BT By Patr!.ck J. Goodman Tl0e: sr. vice President & Brlan K. Ilankel Ti0€l Vice President & Treasurgr Chlef Flnancial OffLcer PPTI' HOLDINGS LtC KRHOIJIIG,IIC q,: Brlan K. Hankel Tt$8: Vlce President & Treasurer CE ELESTRIG UK FUI{UI{G COTIPAIfY Patrick J. Goodman Ti0Bl VLce Presldent & Treasurer CALENERGY rNc. Br By: Patrick J. Gooduan Brian K. Hankel Ti0e: vtce President & TreasurerTiUe: Director HO!,E SERVTCES OF AilERfCA r{C.CE CASECI{Ail WATER AND ENERGY COI'PAHY,I tilc. Br Paul J.Brian K. Ilankel Ti[€] Vlce Presldent &Jreasurer LLC B)4 Thomas B.ecketer TiUe: Vice President & Controller t1?. t I t Brnrsnm= HnTHAwAY Eu=ncv FIRST AMENDED INTERCOMPANY MUTUAL ASSISTANCE AGREEMENT BY AND BETWEEN RATE.REGULATED SUBSIDIARIES OF BERKSHIRE HATHAWAY ENERGY COMPANY This First Amended lntercompany Mutual Assistance Agreement ("Agreement") is enlered into by and between rate-regulated public utility subsidiaries of Berkshire Hathaway Energy Company ("Company") (each a "Party" and togetherthe "Parties")effective March 15, 2015, WHEREAS, the Parties, with the exception of Nevada Power Company DBA NV Energy and Sierra Pacific Power Company DBA NV Energy, are the signatories of the lntercompany Mutual Assistance Agreement by and between Rate-regulated Subsidiaries of MidAmerican Energy Holdings Company effective February 15,2011 and wish to amend and restate their agreement in the manner provided herein; and WHEREAS, each of the Parties is either an electric public utility providing services to captive customers within franchlsed service areas, a transmission company, a local distribution company or an interstate pipeline company and each of the Parties is subject to the oversight of regulatory authorities, such as a state public utility commission andior the Federal Energy Regulatory Commission ("FERC"); and WHEREAS, a Party may from time to time require mutual aid or assistance from another Party, which may involve the provision of goods, services and/or specialized resources for temporary emergency purposes, or the emergency interchange of equipment or goods by one Party to the other, as long as provided without detriment to the providing Party's public utility obligations ("mutual assistance"); and WHEREAS, as rate-regulated entities, the Parties have obligations to provide reasonably adequate service, and from time to time may be able to assist one another in providing mutual assistance, and WHEREAS, the Parties are some of the signatories of the lntercompany Administrative Services Agreement ("|ASA) by and between the Company and its subsidiaries, which permits the sharing of professional, technical and other specialized resources, and wish to enter into an agreement that will allow mutual assistance on similar terms; and WHEREAS, in order to minimize any potential for cross-subsidization or affiliate abuse and ensure appropriate oversight, participation under this Agreement is limited to Rate-Regulated Subsidiaries of the Company; and WHEREAS, effective May 'l , 2014, the name of Company was changed from MidAmerican Energy Holdings Company to Berkshire Hathaway Energy Company; and WHEREAS, from time to time, additional Rate-Regulated Subsidiaries may wish to execute the Agreement in order to provide and take advantage of mutual assistance provided hereunder, NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein, the Parties wish to amend the Agreement and agree as follows:t 143 w,w ru Brnrsnmr Hnnrnwnv Er=ncv ARTICLE 1, PROVISION OF MUTUAL ASSISTANCE Upon and subject to the terms of this Agreement, one Party ("Providing Party") may provide mutual assistance to another Party ("Recipient Party"). Availability and provision of mutual assistance shall be governed by an applicable mutual aid agreement, which may be the Edison Electric lnstitute Mutual Aid Agreement, the Western Region Mutual Assistance Agreement, or such other agreement as may be customarily used in the region where the mutual assistance is to be provided ("applicable mutual aid agreement"), the provisions of which are incorporated in this Agreement by reference. To the extent not inconsistent with obligations under the applicable mutual aid agreement, the provisions of this Agreement shall govern the conduct and obiigations of the Parties. The Parties recognize that there may be several phases of mutual assistance activity, including pre-notification of a potential need for assistance, a request for information related to the costs and availability of mutual assistance, and actual mobilization. Only actual mobilization is considered the provision of mutual assistance. ARTICLE 2. DEFINITIONS For purposes of this Agreement, these terms shall be defined as follows (a) 'Laws" shall mean any law, statute, rule, regulation or ordinance of any govemmental authority, which may be without limitation a federal agency, a state or a governmental subdivision. (b) "Rate-Regulated Subsidiary" shall mean a subsidiary of the Company ("subsidiary") that is regulated by one or more State Commissions and/or FERC in the subsidiary's capacity of providing regulated public utility services to captive customers within franchised public utility service areas, FERC jurisdictional transmission service or which is an interstate pipeline or local distribution company as defined by FERC. (c) "State Commissions" shall mean any state public utility commission or state public service commission with utility regulatory jurisdiction over a Rate-Regulated Subsidiary. ARTICLE 3. EFFECTIVE DATE This Agreement shall be effective as of the date of execution; provided, however, that in those jurisdictions in which regulatory approval is required before the Agreement becomes effective, the effective date shall be as of the date of such approval. ARTICLE 4. CHARGES AND PAYMENT The Parties recognize that charges for mutual assistance will begin when a request for mobilization of assistance is submitted to the Providing Party by the Recipient Party. Costs associated with pre-notification of a potential need or gathering of information associated with a request for mutual assistance will not be charged to the Recipient Party, Providing Parties will bill Recipient Parties, as appropriate, for mutual assistance rendered under this Agreement in as specific a manner as practicable. t I t 111 t llerrawnv Er:ncv Payments for mutual assistance shall be governed by an applicable mutual aid agreement, which may be the Edison Electric lnstitute Mutual Aid Agreement, the Western Region Mutual Assistance Agreement, or such other agreement as may be customarily used in the region where the mutual assistance is to be provided, ln the event that the mutual assistance consists only of the interchange of a good in an emergency circumstance, the Recipient Party shall reimburse the Providing Party the replacement cost of the transferred good. Any associated services shall be reimbursed by the Recipient Party as a direct charge, service charge or allocation as applicable pursuant to the IASA, ARTICLE 5. STANDARD OF CARE The Parties will comply with all applicable Laws regarding affiliated interest transactions, including timely filing of regulatory filings and reports The Parties agree not to cross-subsidize and shall comply with any applicable Laws and State Commission, FERC or other applicable orders. Subject to the terms of this Agreement, the Parties shall pedorm their obligations hereunder in a commercially reasonable manner. ART'CLE 6. TAXES Each Party shall bear all taxes, duties and other similar charges, except taxes based upon its gross income (and any related interest and penalties), imposed as a result of its receipt of mutual assistance under this Agreement, including without limitation sales, use and value-added taxes. ARTICLE 7. ACCOUNTING AND AUDITING Providing Parties shall maintain such books and records as are necessary to support the charges for mutual assistance, in sufficient detail as may be necessary to enable the Parties to satisfy applicable regulatory requirements ('Records"). All Parties: (a) Shall provide access to the Records at all reasonable times; (b) Shall maintain the Records in accordance with good record management practices and with at least the same degree of completeness, accuracy and care as it maintains forits own records;and (c) Shall maintain its own accounting records, separate from the other Parties' accounting records, Subject to the provisions of this Agreement, Records supporting mutual assistance billings shall be available for inspection and copying by any qualified representative or agent of a Party, at the expense of the inquiring Party. ln addition, FERC or State Commission staff or agents may audit the accounting records of Providing Parties that form the basis for charges to Rate-Regulated Subsidiaries. All Parties agree to cooperate fully with such audits. ARTICLE 8. COOPERATION W]TH OTHERS The Parties will use good faith efforts to cooperate with each other in all matters related to the provision and receipt of mutual assistance. Such good faith cooperation will include providing electronic access in the same manner as provided other vendors and contractors to systems used in connection with mutual t 4-s t t Y*WrnrHrnrrwnv tasslstance and using commercially reasonable efforts to obtain all consents, licenses, sublicenses or approvals necessary to permit each Party to perform its obligations. Each Party shall make available to another Party any information required or reasonably requested by the Party related to the provision of mutual assistance and shall be responsible for timely provision of said information and for the accuracy and completeness of the information; provided, however, that a Party shall not be liable for not providing any information that is subject to a confidentiality obligation or a regulatory obligation not to disclose or be a conduit of information owned by it to a person or regulatory body other than the other Party. The Parties will cooperate with each other in making such information available as needed in the event of any and all intemal or extemal audits, utility regulatory proceedings, legal actions, or dispute resolution. Each Party shall fully cooperate and coordinate with each other's employees and contractors in the performance or provision of mutual assistance. The Parties shall not commit or permit any act that will interfere with the performance or receipt of mutual assistance by any Party's employees or contractors, ARTICLE 9. COMPLIANCE WITH ALL LAWS Each Party shall be responsible for (a) its compliance with all Laws affecting its business, including, but not limited to, laws and govemmental regulations governing federal and state affiliate transactions, workers' compensation, health, safety and security; (b) pursuant to the provisions of the applicable mutual aid agreement, any use it may make of the mutual assistance to assist it in complying with such laws and governmental regulations; and (c) compliance with FERC's Standards of Conduct, Market-Based Rate Affiliate Restrictions, and any comparable restrictions imposed by FERC or a State Commission, t 146 t ruB-nxsmnr Hnnrawav ErencvI t t ARTICLE 10, DISPUTE RESOLUTION The Parties shall promptly resolve any conflicts arising under this Agreement and such resolution shall be final. lf applicable, adjustments to the charges will be made as required to reflect the discovery of errors or omissions in the charges. lf the Parties are unable to resolve any service, performance or budget issues or if there is a material breach of this Agreement that has not been corrected within ninety (90) days, representatives of the affected Parties will meet promptly to review and resolve those issues in good faith. A Party may terminate its pailcipation in this Agreement either with respect to all, or part, of the mutual assistance provided hereunder at any time and from time to time, for any reason or no reason, by giving notice of termination to the other Party as soon as reasonably possible, ARTICLE 12, CONFlDENT]AL lNFORMATION/NONDISCLOSURE To the fullest extent allowed by law, the provision of mutual assistance or reimbursement for mutual assistance provided pursuant to this Agreement shall not operate to impair or waive any privilege available to any Party in connection with the mutual assistance, its provision or reimbursement thereof The Parties will handle all information exchanged in the course of performing mutual assistance in accordance with requirements for documenting and handling critical infrastructure information as defined by the North American Electric Reliability Corporation Critical lnfrastructure Protection Standards and will further comply with non-disclosure requirements of other applicable regulations, The Parties shall use good faith efforts at the termination or expiration of this Agreement to ensure that any user access and passwords related to this Agreement are terminated. ARTICLE 13. PERMITTED DISCLOSURE Notwithstanding provisions of this Agreement to the contrary, each Party may disclose confidential information: (a) To the extent required by a State Commission, FERC, a court of competent jurisdiction or other governmental authority or otherwise as required by Laws, including without limitation disclosure obligations imposed under federal securities laws, provided that such Party has given the other Party prior notice of such requirement when legally permissible to permit the other Party to take such legal action to prevent the disclosure as it deems reasonable, appropriate or necessary; or (b) On a "need-to-know" basis under an obligation of confidentiality to its consultants, legal counsel, affiliates, accountants, banks and other financing sources and their advisors. ARTICLEl4. SUBCONTRACTORS To the extent provided herein, the Parties shall be fully responsible for the acts or omissions of any subcontractors of any tier and of all persons employed by such subcontractors and shall maintain complete control over all such subcontractors, it being understood and agreed that anything not contained herein 147 ARTICLE 11, TERMINATION FOR CONVENIENCE ruB-nrsrrn: Hnrnnwnv En=ncv shall not be deemed to create any contractual relation between the subcontractor of any tier and the Parties. ARTICLE 15. NONWAIVER The failure of a Party to insist upon or enforce strict performance of any of the terms of this Agreement or to exercise any rights herein shall not be construed as a waiver or relinquishment to any extent of its right to enforce such terms or rights on any future occasion. ARTICLEl6. SEVERABILITY Any provision of this Agreement prohibited or rendered unenforceable by operation of law shall be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, ARTICLE 17. ENTIRE AGREEMENTIDOCUMENTS INCORPORATED BY REFERENCE All understandings, representations, warranties, agreements and referenced attachments, if any, existing between the Parties regarding the subject matter hereof are merged into this Agreement, which fully and completely express the agreement of the Parties with respect to the subject matter hereof. ARTICLE 18. ADDITION OF RATE.REGULATED SUBSIDIARIES Without further action by the Parties, effective on the date of its execution, a Rate-Regulated Subsidiary may enter into the Agreement and be bound thereby. t t r48 t ruB=nrsnm= Hnrnnwev ErrncvI By:By: Date This Agreement has been duly executed on behalf of the Parties as follows: KERN RIVER GAS TRANSMISSION COMPANY MIDAMERICAN ENERGY COMPANY Title: Name:Name: Date: NORTHERN NATURAL GAS COMPANY PACIFICORP Name Date: 1l '/*2-ot{ By: Title Datet NEVADA POWER COMPANY DBA NV ENERGY SIERRA PACIFIC POWER COMPANY DBA NV ENERGY By: Title Name: By: Title: Name Date:Date t 149 Title: ritre \ ?, CP.f &rr fr C., c? Name: !'J',t<kt Kc-b li h"-* YB:nxsnn: Hnrrmwnv Eu-ncv o This Agreement has been duly executed on behalf of the Pariies as follows: KERN RIVER GAS TRANSMISSION COMPANY MIDAMERICAN ENERGY COMPANY BY:tu By:7Title: Vl "enr,*;"Title: Name: 5r" t {--;lL,Name:--T- Date NORTHERN NATURAL GAS COMPANY By: Title: Name: Date: NEVADA POWER COMPANY DBA NV ENERGY By: Title: Name: Date: Date: PACIFICORP By: Name: Date SIERRA PACIFIC POWER COMPANY DBA NV ENERGY By: Title: Name: Date: Title o I r50 I 1 i I I ruru B-nxsnn= llernlmv Emrev This Agreement has been duly executed on behalf of the Parties as follows: KER},I RIVER GAS TRANSMISSION COMPANY MIOAMERICAN ENERGY COMPANY By:By: Title: Name Date: NORTHERN NATURAL GAS COMPANY PACIFICORP By;By: Title:Title: Name:Name: t Date:Date NEVADA POWER COMPANY DBA !.IV ENERGY SIERRA PACIFIC POWER COMPANY DtsA NV ENERGY By:By: Title:Title: Name:Name: Date Date: I r5l rfie: Ltf i cFa w^*rt 4i, *,,-k*on- 9.L, ., f't^,& tl, 2o/5 Hrrxrxnv This Agreement has been duly executed on behalf of the Parties as follows: KERN RIVER GAS TRANSMISSION COMPANY MIDAMERICAN ENERGY COMPANY By:By: Name Name: Date: NORTHERN TURAL GAS COMPANY PACIFICORP t Title:Title: Date By: Title: VP C^,,.*. Name Date slzr lr NEVADA POWER COMPANY DBA NV ENERGY By: Title: Name: SIERRA PACIFIC POWER COMPANY DBA NV ENERGY L Date I By:By: Title: Name: Title: Date: Name: Date 152 I t I t %pry_1n= Harnnwev ru=ilE[[rY This Agreement has been duly executed on behalf of the Parties as follows: KERN RIVER GAS TRANSMISSION COMPANY MIDAMERICAN ENERGY COMPANY By:By: Title: Date Name; NORTHERN NATURAL GAS COMPANY By: Title: Name: Date: NEVADA POWER COMPANY DBA NV ENERGY Ttle: SVP, Chief cialOfficer Name: E. Kevin Bethel Date: Title: Name: Date: PACIFICORP Name: Date: SIERRA PACIFIC POWER COMPANY DBA NV ENERGY Title: SVP, Chief Financial Officer Name: E, Kevin Bethel Date: By: Title By I r53 Appendix A December 31,2017 Alfiliated Interest Report Oregon Public Utility Commission orders approving transactions with affiliates All active affiliates with Affiliated Interest Agreements in Oregon have been included in this listing regardless of whether transactions occurred in the current vear. (a) Affiliates with current year transactions subject to the Intercompany Administrative Services Agreement ('IASA'). Order 06- 305. have been included in this listing. This is not intended to be an exhaustive listing of all companies subject to the IASA, rather a reflection ofcurrent vear transactions. t t Affiliate Order No.Docket No.Date Approved Amarillo Gear Company. LLC (a Marmon Holdings. Inc. company)t7-243 ut 384 July 11.2017 American Express Travel Related Sen,ices Company. lnc.14-144 UI346 April 30.2014 Berkshire Hathaway Energy Companl'(a)06-305 ut 249 June 19.2006 BHE, AltaLink Ltd.(a)06-305 ut 249 June 19.2006 BHE Renewables. LLC (a)06-305 ut249 June 19.2006 BHE U.S. Transmission. LLC (a)06-305 uL249 June 19.2006 BNSF Railu,ay Companl'07-323 09-504 I 0-090 r 0-089 1 2-348 l4-210 I 5-358 17 -47 6 UT269 UI 288 ur292 ut 293 UI 325 ul347 UI359 UI 387 luly 27,2007 December 28,2009 March 11,2010 March 11, 2010 September 13,2012 June 10.2014 November 3-2015 November 21,2017 Bridger Coal Company 01-472 15-218 1 8-085 UI I89 UI357 UI 392 .lune 12.200i .luly 21. 2015 March 13.2018 CalEnergy Generation Operating Compan_v (a)06-305 uL249 .lune .19. 2006 CalEnergy Philippines (a)06-305 ut 249 June 19.2006 Cottonwood Creek Consolidated lrrigation Company r1-332 16-345 UI3I2 UI 373 August 26-2011 September 13-2016 Electric Transmission Texas. LLC (a)06-305 ut 249 June 19,2006 Energ-v West Mining Companv 9r-5r3 UI 105 April 12. 1991 Environment One Corporation 17-169 UI38I May 16.2017 Ferron Canal & Reservoir Company I 0-345 16-247 UI30l ur 301 (1) September 2.2010 .full'5.2016 FliehtSaf'ety Intemational. lnc.I 5-357 UI358 November 3. 2015 Fossil Rock Fuels. LLC 11-482 UI3I7 December 6.2011 GBT US. LLC (dba American Express Global Business Travel)17-216 UI383 June 14.2017 Graver Water System. Inc. (a Marmon Holdings. Inc. company)l6-121 ut 367 March 23. 2016 HomeServices of America. Inc.(a)06-305 07-269 08- I 65 1 l-053 16-r63 ut 249 ut 264 ut 277 UI 304 UI369 June 19,2006 June I l,2007 March 12, 2008 February I 1. 201 I May 3.2016 Huntington Cleveland lrrigation Companl'1 0-353 14-209 16-344 UI 3OO UI345 ut 374 September 10,2010 June 10.2014 September 13,2016 154 I t I Affiliate Order No.Docket No.Date Approved lnternational Business Machines Corporation t2-227 t2-228 l 2-3 85 r3-100 13-284 I 3-486 t3-487 14-052 l6-45 r UI 32I ut322 ut327 UI33O UI 337 UI34I u1342 ul344 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 Interwest Mining Companl 09-261 UI286 July 7. 2009 Iowa Realtt,Clo.. Inc.(a)06-305 u1249 June 19.2006 Kem River Gas Transmission Company (a)06-30s 06-683 07-080 09-503 1 r -400 15-134 16-099 uL249 UI 255 UI 258 ur 25s (1) UI3I6 ur 316 (r) I 361 June 19.2006 December 26^2006 March 5.2007 December 28,2009 October 6.2011 April 28.2015 March 8.2016 Marmon Utility LLC (a Marmon Holdings. Inc. company)lr-r89 I I -l9l r r -200 16-164 uI308 UI3O9 UI3lI UI 368 June 16,201 I .Iune 16- 20 I 1 lune 22.2011 Ma1'3.2016 Marmon/Kel,stone Corporation 12-143 UI 319 April24.2012 MEC Construction Sen,ices Co (a)06-305 ul249 June 19.2006 Metalogic Inspection Services. LLC r5-0t8 UI 353 Januan, 28-2015 MHC Inc.(a)06-305 ut249 June I9- 2006 MidAmerican Central California Transco. LLC (a)06-305 u|249 June I9.2006 MidAmerican Energy Company (a)06-305 ll-190 I 1-400 1s-134 ut 249 UI 3IO UI3I6 ur316(r) June 19.2006 June 16. 201 1 October 6.2011 April 28. 2015 MidAmerican Energy Holdings Company Insurance Services Ltd.06-498 ur 253 August 24.2006 MidAmerican Energy Services. LLC (a)06-305 ul249 June 19.2006 Midwest Capital Group. Inc.(a)06-305 ut 249 June 19.2006 MTL Canl'on Holdings, LLC (a)06-305 ut 249 June 19.2006 National Indemnity Compan)'IJ-JZ!UI 339 September 3.2013 Net.lets. Inc.08-r 66 ul279 March 13- 2008 Nevada Power Company (a)06-305 I 5-t 34 Ul249 ur 3r6 (l) June 19.2006 April28.20l5 Northern Natural Gas Companl'(a)06-305 1 I -400 1 5-l 34 ut 249 UI3I6 ur 3r6 (r) June 19.2006 October 6. 201 I April 28. 2015 Northem Pou,ergrid Holdings Companl,(a)06-305 uI249 .lune 19. 2006 NV Energy. Inc.(a)06-305 t5-134 Ul249 ur 3l6 (1) June 19.2006 April28,2015 Paciflc Minerals. Inc. (Umbrella Loan Agreement)06-353 ur r (ll).lulv 7- 2006 PacifiCorp Foundation 04-028 Ut 223 Januan,15-2004 Phillips 66 r 6-009 UI360 .Ianuan'12-2016 PPW Holdings LLC (a)06-305 UT249 June I 9. 2006 Racom Corporation t1-276 UI313 luly 29-2011 Sierra Pacitlc Power Companl'(a)06-305 l5-134 ut 249 ur 3r6 (r) June 19.2006 April28.20l5 The Kerite Company (a Mamnon Holdings, Inc. companl.)r 0-409 UI 303 October 18. 2010I 155 Affiliate Order No.Docket No.Date Approved Trapper Mining Inc.94- I 550 UI I4O October 12. 1994 U.S. Bancorp Inr"estments. Inc 14-2st UI349 Julv 8.2014 U.S. Bank National Association r6-184 t6-366 16-463 17-369 UI37O UI375 ut 377 UI 386 Ma1,20. 2016 September 27.2016 December 7.2016 September 28.2017 Wells Fareo Home Equitr.08- r 65 ut 277 March 12. 2008 Wells Fargo Securities. LLC r 0-450 l1-423 12-142 12-457 r 3-283 13-37 1 14-251 14-396 r 5-r 83 16-463 t7-369 UI 302 UI3I5 UI 3I8 UI 328 UI 336 UI 340 U|349 UI351 UI 356 uI377 UI 386 November 15. 2010 October 26.2011 April24.2012 November 26.2012 August 6.2013 October 16.2013 July 8, 2014 November 12.2014 June 9. 201 5 December 7.2016 September 28.2017 I t t ,. t56