20180531Affiliated Interest Report 2017.pdf

)Y ROCKY MOUNTAIN
BP,H,EN"-,
REC E IVE D
?filfi ltAY 3l [t{ 9r l6
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.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 [phone].
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
[e-mail] ; 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 [phone]. PacifiCorp was initially incorporated in 1910 under the laws of
the state of Maine under the name Pacific Power & Light Company. In 1984, Pacific Power & Light Company
changed its name to PacifiCorp. In 1989, it merged with Utah Power and Light Company, a Utah corporation,
in a transaction wherein both corporations merged into a newly formed Oregon corporation. The resulting
Oregon corporation was re-named PacifiCorp, which is the operating entity today.
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%).
I
I
2
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I. A. Officers and Directors
Information regarding directors and officers common to the regulated utility and affiliated interest
are described in these categories:
1. PacifiCorp board of directors and committees of the board of directors during the year ended
December 31,2017
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.
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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.
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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.
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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
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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
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a
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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.
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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
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UD
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c E-.==2u =o-'-I OEiF
9Etro
6,
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9tro
q)Z
'ie0- -:E<z
<;a
:=z!! 9C-
-trtr:
z.rE
9 q,J G=C - L rro-EergElo.i
- hnao< s9 c!=
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4
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e 4 e 4 4 4 4 4 4 4 4
F-.
4
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4 @ @ 4 4 4 4 4 a
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oa)
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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.
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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&
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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%.
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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;
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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
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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
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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.
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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.
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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
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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
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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.
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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
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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
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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.
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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
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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,
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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
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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.
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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
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Title:
ritre \ ?, CP.f &rr fr C., c?
Name: !'J',t<kt Kc-b li h"-*
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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
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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:
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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
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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
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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
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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
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