20190530Affiliated Interest Report 2018.pdf

Y ROCKY MOUNTAIN
BPH,E-F-^,
RECEIVED
i0lgllAY 30 All ll: 09
iDiii'tO PUELIC:Il!-lTiIS COMMlssloN
1407 West North Temple, Suite 330
Salt Lake City, Utah 84116
May 30, 2019
VA 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 2018
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 2018 Affiliated Interest report.
By copy of this letter other parties are being provided notice of this filing.
Informal inquiries regarding this filing, or requests for copies of the report, can be directed to
Ted Weston at [phone].
Sincere ly,
.^-D
Steward
Vice President, Regulation
Enclosures
cc ilo enclosure: Service List in Case No. PAC-E-05-08
I hereby certify that on May 30, 2019,1caused to be served via E-mail, if address
available, or U.S. mail a true and correct copy of PacifiCorp's cover letter accompanying the
Compliance Filing, Affiliated Interest Report for Calendar Year 2018 (Commitment #8) in Case
No. PAC-E-05-08.
Douglas L. Anderson
EVP, General Counsel & Corporate Sec
Berkshire Hathaway Energy
1111 S. 103'd Street
Omaha, NE 68124
[e-mail]
Eric L. Olsen
Racine, Olson, Nye, Budge & Bailey, Chartered
201 E. Center
P.O. Box 1391
Pocatello, lD 83204-1391
[e-mail]
Lisa Nordstrom
Gregory Said
Idaho Power Company
P.O. Box 70
Boise,lD 83707
[e-mail] [e-mail]
R. Scott Pasley
Assistant General Counsel
J.R. Simplot Company
P.O. Box 27
Boise,ID 83702
[e-mail]
James R. Smith
Monsanto Company
Highway 34 North
P.O. Box 816
Soda Springs, lD 83726
i [e-mail]
David Hawk
Director, Energy Natural Resources
J.R. Simplot Company
P.O. Box 27
Boise, ID 83702
[e-mail]
Brad M. Purdy
Attorney at Law
2019 N. 17s Street
Boise,lD 83702
[e-mail]
Alan Herzfeld
Herzfeld & Piotrowski LLP
713 W. Franklin
P.O. Box 2864
Boise, ID 83701
[e-mail]
Randall C. Budge
Racine, Olson, Nye, Budge & Bailey, Chartered
201 E. Center
P.O. Box l39l
Pocatello, lD 83204-1391
[e-mail]
Arthur F. Sandack, Esq.
8 E. Broadway, Suite 510
Salt Lake City, UT 84111
[e-mail]
Katie Iverson
Brubaker & Associates
17244 W. Cordova Court
Surprise, AZ 85387
[e-mail]
Terri Carlock
Accounting Supervisor
Idaho Public Utilities Commission
472 W. Washington
P.O. Box 83720
Boise,ID 83720-0074
[e-mail]
Anthony Yankel
29814 Lake Road
Bay Village, OH 44140
ton),@vankel.net
McN
Coordinator, Regulatory Operations
/ ,/.
PacifiCorp
Affiliated Interest Report
for the year ended December 3 1, 201 8
Table of Contents
I.
I. A.
T. B.
I. C.
l. D.
II.
III.
IV.
V.
VI.
VII.
Organization
Officers and Directors
l. PacifiCorp Board of Directors and Committees of the Board of Directors
2. PacifrCorp 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
Appendix A - Oregon Public Utility Commission orders approving transactions
with affiliates
I. Organization
PacifiCorp is a United States regulated electric utility company headquartered in Oregon that serves 1.9 million retail
electric customers in portions of Utah, Oregon, Wyoming, Washington, ldaho and Califbmia. PacifiCorp is principally
engaged in the business of generating, transmitting, distributing and selling electricity. PacifiCorp's combined service
territory covers approximately 141,400 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 southeastern
ldaho, the principal industries are manufacturing, mining or extraction ofnatural resources, agriculture, technology,
recreation and govemment. ln the western portion of the service territory, consisting of Oregon, southern Washington
and northern Califomia, the principal industries are agriculture, manufacturing, forest products, food processing,
technology, government and primary metals. In addition to retail sales, PacifiCorp buys and sells electricity on the
wholesale market with other utilities, energy marketing companies, financial institutions and other market participants
to balance and optimize the economic benefits of electricity generation, retail customer loads and existing wholesale
transactions. Certain PacifiCorp subsidiaries support its electric utility operations by providing coal mining services.
PacifiCorp's principal executive oftlces are located at 825 N.E. Multnomah Street, Portland, Oregon 97232, and its
telephone number is [phone] and its internet address is www.pacificorp.com. 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. ln 1989, it merged with Utah Power and Light
Company, a Utah corporation, in a transaction wherein both corporations merged into a newly formed Oregon
corporation. The resulting Oregon corporation was re-named PacifiCorp, which is the operating entity today.
PacifiCorp delivers electricity to customers in Utah, Wyoming and Idaho under the trade name Rocky Mountain Power
and to customers in Oregon, Washington and California under the trade name Pacific Power.
PacifiCorp is an indirect wholly owned subsidiary of Berkshire Hathaway Energy Company ("BHE"), a holding
company that owns a highly diversified porttblio 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 l.C. Affiliate
Descriptions for discussion of affiliates with which PacifiCorp did business during the year ended December 3 I, 2018,
including Berkshire Hathaway af fi liates.
I
Subsidiaries of PacifiCorp as of December 31, 2018
(a) Energy West Mining Company ceased mining operations in 2015.
(b) Glenrock Coal Company ceased mining operations in 1999.
(c) Pacific Minerals, Inc. is a wholly owned subsidiary of PacifiCorp that holds a66.67%o owrership interest in Bridger Coal Company.
(d) Bridger Coal Company is a coal mining joint venture with Idaho Energy Resources Company, a subsidiary olldaho Power Company, and is
jointly controlled by Pacific Minerals, Inc. and ldaho Energy Resources Company.
(e) PacifiCorp is a minority owner in Trapper Mining lnc., a cooperative. The members are Salt River Project Agricuttural Improvement and
Power District (32.10o/o), Tri-State Generation and Transmission Association, Inc. (26.5'7%), PacifiCorp (21.40%) and Platte River Power
Authority (19.93%\.
Name of Subsidiary Approximate Percentage of
Voting Securities Ownecl
State of Jurisdiction of
Incorporation or Organization
Energy West Mining Company (u)100%Utah
Fossil Rock Fuels. LLC I 00%Delaware
Glenrock Coal Company (b)100%Wyoming
lnterwest Mining Company r00%Oregon
Pacific Minerals, lnc. (")100%Wyoming
- Bridger Coal Company, a joint venture(d)66.61%Wyorning
Trapper Mining Inc. {")21.40%Delaware
2
Berkshire Hathaway Energy Company*
Organization Chart
As of December 3 l. 2018
90.99/o
*ThischartdoesnotincludeallsubsidiariesolPacifiCorporofitsaffiliates.ForalistofcertainsubsidiariesofBHE,refertoExhibit2l.l included
in BHE's Annual Report on Form l0-K for the year ended December 3 I, 2018 (File No. 00 l - 1488 I ) at www.sec.gov.
J
Berkshile
Hathaway Inc.
Berkshire
Hathau,ay Energy
Courpany
PPWHoldiugs LLC MidArnerican
Funding. LLC NY Energ-v. hrc Northern Po*ergrid
Holdings Company
IrIHC Inc.
Sierra Pacific
Power CoDrpanyPacifiCorpNevada Power
Corrpally
lvlidAruerican
Enerpy Company
Nofiher:r Natrual
Gas Coupany
Kem River Gas
Transmission Company BFIE Carmda. LLC BHE U.S.
Transruission. LLC
BHE Altalink Ltd.
BHE Renew'ables. LLC HomeSen'ices
ofAnedca- Inc.CalEuergy Philippiues Euergy Sen'ices. LLC'
ivlidAlredcau
I. A. Officers and Directors
lnformation 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, 2018
2. PacifiCorp executive officers during the year ended December 31, 2018
3. PacifiCorp executive officers and directors with affiliated positions :ls of December 31, 2018
The positions listed for the directors and executive officers in each ofthese sections are those positions that were held
as of or during the year ended December 3 1 , 20 1 8, as indicated. Changes that occurred subsequent to December 3 l,
2018 (ifany) are annotated.
1
1. PacifiCorp Board of Directors and Committees of the Board of Directors during the year ended
December 31, 2018 r'lrul
Director
William J. Fehrman
Stefan A. Bird
Gary W. Hoogeveen
Nikki t.. Kobliha
Patrick J. Goodman
Natalie L. Hocken
Gregory E. Abel
Cindy A. Crane
Address
666 Grand Avenue
27th Floor
Des Moines, Iowa 50309
825 NE Multnomah Street
Suite 2000
Ponland, Oregon97232
1407 West North Temple
Suite 3 l0
Salt Lake City, utah 84116
825 NE Multnomah Street
Suite 1900
Portland, Oregon97232
666 Grand Avenue
27th Floor
Des Moines. Iowa 50309
825 NE Multnomah Street
Suite 2000
Portland, Oregon97232
666 Grand Avenue
27th Floor
Des Moines, Iowa 50309
1407 West North l emple
Suite 3 l0
Salt Lake City, Utah 841 I 6
From
l/1 0/20 l 8 Yes
i/10/20r5
l 1/l 9/20 l 8 Yes
2lU20t7 Yes
3t21t2006 Yes
8t3012007
312U2006 1t10t2018 No
3/10/201s 2t4t2019 Yes
To
Director at
12t3il2018
Elected
During the
Year Ended
t2t3U20t8
Yes
Resigned
During the
Year Ended
t2t3U20t8
No
No
No
No
No
No
Yes
No
Yes No
Yes
No
No
No
No
No
Yes
(a) Gregory E. Abel resigned as Pacif,rCorp's Chairman of the Board of Directors and Chief Executive Officer, and William J. Fehrman rvas
elected as PacifiCorp's Chairman of the Board of Directors and Chief Executive Officer, effective January 10, 201 8.
(b) Cindy A. Crane, former President and ChiefExecutive Officer olRocky Mountain Power, a division ofPacifiCorp, resigned as Director and
employee of PacifiCorp on February 4, 20 I 9.
Committees of the Board of Directors: The Compensation Committee is the only PacifiCorp board committee. PacifiCorp's Chairman of the
Board of Directors and Chief Executive Officer is the sole member of the Compensation Committee. All other board committees are at the Berkshire
Hathaway Energy Company leve[.
5
2. PacifiCorp Executive Officers during the year ended December 31, 2018 (a) (b)
Titlc To
Officer at
t2t3U20t8
Elected
During the
Year Ended
l2t3U20l8
Resigncd
During the
Year Ended
t2t3U20t8Officer
William J. Fehrman
Address
666 Grand Avenue
27th Floor
Des Moines, Iowa 50309
825 NE Multnomah Street
Suite 1900
Portland, Oregon97232
Chairman of the
Board of Directors
and Chief Executive
Officer
President and Chief Stefan A. Bird
Executive Officer.
Pacific Power
President, Rocky
Mountain Power
Chief Executive
Oflicer, Rocky
Mountain Power
Vice President,
Chief Financial
Oflicer and
Treasurer
Former Chairman Gregory E. Abel
ofthe Board ol
Directors and Chief
Executive Officer
Former President, Cindy A. Crane
Rocky Mountain
Power
Former Chief
Executive Officer,
Rocky Mountain
Power
Cindy A. Crane
From
l/10/2018
825 NE Multnomah Street 311012015
Suite 2000
Portland, Orcgor97232
Gary W. Hoogeveen 1407 West North Temple 61112018
Suite 3 l0
Salt Lake Ciry, Utah 841l6
Gary W. Hoogeveen 1407 West North Temple lll28l20l8
Suite 3 l0
Salt Lake Ciry, Utah 841 l6
Nikki L. Kobliha 8^3t20ts
Yes
Yes
Yes
Yes
Yes
No
Yes
Yes
No
No
No
No
No
No
No
No
Yes
Yes
Yes
Yes
666 Crand Avenue
27th Floor
Des Moines, Iowa 50309
312112006 l/10/2018 No
1407 West North Temple l2ll8l20l4 61112018 No
Suite 3 l0
Salt Lake Ciry, Utah 841l6
1407 West North Temple l2ll8l20l4 1112812018 No
Suite 3 l0
Salt Lake City, Utah 841l6
No
(a) Gregory E. Abel resigned as PacifiCorp's Chairman of the Board of Directors and Chief Executive Officer, and William J. Fehrman was
elected as PacifiCorp's Chairman ofthe Board ofDirectors and ChiefExecutive Officer, effective January 10,2018.
(b) Cindy A. Crane resigned as President and Chief Executive Officer of Rocky Mountairr Power, and Gary W. Hoogeveen was appointed
President and Chief Executive Officer of Rocky Mountain Power on June I , 20 I 8 and on November 28, 20 I 8, respectively.
6
3. PacifiCorp Executive Officers and Directors with Affiliated Positions as of December 31, 2018
Fehrman, William J.
Business Entity Title
Altalink Management Ltd.
Berkshire Hathaway Energy Company
Berkshire Hathaway Energy Company
BHE Canada (BC) Holdings Corporation
HomeServices of America, Inc.
HomeServices of America, Inc.
HomeServices of America, Inc.
Nevada Power Companl
NNGC Acquisition, LLC
Northern Natural Gas Company
Northem Natural Gas Company
Northern Powergrid Holdings Company
Northern Powergrid Holdings Company
NV Energy, Inc.
PPW Holdings LLC
Sierra Pacific Power Company
Tongonan Power Investment, Inc.
Bird, Stefan A.
Business Entity
Director
Director
President & Chief Executive Officer
President
Director
Executive Committee Member
Finance Committee Member
Chairman
President
Chairman
Director
Chairman
Director
Chairman
President
Chairman
Director
Title
PacifiCorp Foundation
PacifiCorp Foundation
Hoogeveen, Gary W.
Business Entity
Chairperson
Director
Title
PacifiCorp Foundation
PacifiCorp Foundation
Kobliha, Nikki L.
Business Entity
Director
President
Title
Pacific Minerals, Inc.
PacifiCorp Foundation
PacifiCorp Foundation
Goodman, Patrick J
Business Entity
Treasurer
Treasurer
Vice President
Title
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 Cardens, LLC
Antares CSGl, LLC
Antares CSG2, LLC
Antares CSG3, LLC
Manager (1)
Manager (r)
Manager (t)
Director
Manager (1)
Manager (1)
Manager {r)
Manager (l)
Manager (r)
Manager (1)
Manager (l)
Manager tl)
Manager (1)
Manager (r)
1
Goodman, Patrick J. (continued)
Business Entity Title
Antlia Community Solar Gardens, LLC
Antlia CSGl, LLC
Antlia CSG2, LLC
Argo Navis Community Solar Gardens, LLC
Argo Navis CSG l, LLC
Argo Navis CSG2, LLC
Argo Navis CSG3, LLC
Aries Community Solar Gardens, LLC
Aries CSG l, 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
BH2H Holdings, 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 States Edge Wind Holdings, LLC
BHE U.K. Electric, Inc.
BHE U.K. Inc.
BHE U.K. Inc.
BHE U.K. Power, Inc.
BHE U.S. Transmission, LLC
BHE Wind, LLC
BHER Santa Rita lnvestment, LLC
BHES CSG Holdings, LLC
Bishop Hill II Holdings, LLC
Caelum Community Solar Gardens, LLC
Caelum CSGl. LLC
Caelum CSG2, LLC
CalEnergy Company, Inc.
CalEnergy Generation Operating Company
CalEnergy Geothermal Holding, LLC
CalEnergy International Services, Inc.
CalEnergy Pacific Holdings Corp.
California Utility HoldCo, LLC
Capella Community Solar Gardens, LLC
Capella CSG1, LLC
Capella CSG2,LLC
Capella CSG3, LLC
Capella CSG4, LLC
Capella CSG5, LLC
Carina Community Solar Gardens, LLC
Manager (t)
Manager (t)
Manager (l)
Manager (t)
Manager (1)
Manager (l)
Manager (t)
Manager (1)
Manager (l)
Manager (1)
Manager (l)
Manager (t)
Director
Member
Executive Vice President & Chief Financial Officer
Director
Manager (r)
Manager (t)
Director
Director
Manager (t)
Executive Vico President & Chief Financial Officer
Manager (l)
Manager (l)
Manager (l)
Manager (r)
Manager (l)
Manager (t)
Manager (1)
Director
Director
President
Director
Manager (t)
Manager (l)
Manager (r)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Director
Director
Manager (r)
Director
Director
Manager (t)
Manager (l)
Manager (l)
Manager (l)
Manager (t)
Manager (l)
Manager (1)
Manager (1)
8
Goodman, Patrick J. (continued)
Business Entity Title
Carina CSG1, LLC
Carina CSG2. LLC
Carina CSG3, LLC
Carina CSG4, LLC
CE Asia Limited
CE Asia Limited
CE Black Rock Holdings LLC
CE Casecnan II, Inc.
CE Casecnan Ltd.
CE Casecnan Ltd.
CE Casecnan Water and Energy Company, Inc.
CE Casecnan Water and Energy Company, Inc.
CE Electric (NY), Inc.
CE Geothermal, Inc.
CE International (Bermuda) Limited
Executive Vice President & Chief Financial Officer
CE International Investments, Inc.
CE International lnvestments, Inc.
CE Mahanagdong Ltd.
CE Mahanagdong Ltd.
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
Dawson Solar Holdings, LLC
Delphinus Community Solar Gardens, LLC
Delphinus CSGI, LLC
Delphinus CSG2, LLC
Gemini Community Solar, LLC
Gemini CSGI, LLC
Gemini CSG2, LLC
Gemini CSG3, LLC
Geronimo Community Solar Gardens Holding Company, LLC
Geronimo Community Solar 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.
Kanstar Transmission, LLC
Kem River Gas Transmission Company
Manager (l)
Manager (t)
Manager (r)
Manager (l)
Director
Executive Vice President & Chief Financial Officer
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
Director
Executive Vice President & Chief Financial Officer
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (r)
Manager (l)
Manager (l)
Manager (r)
Manager (l)
Manager (l)
Manager (l)
Manager {l)
Manager tl)
Manager (l)
Manager (l)
Manager tl)
Manager (r)
Manager tl)
Manager tl)
Manager (l)
Manager (l)
Manager tl)
Manager tl)
Manager (l)
Manager tl)
Manager (l)
Manager tl)
Director
Finance Committee Member
Manager (l)
Director
9
Goodman, Patrick J. (continued)
Business Entity Title
KR Holding, LLC
KR Holding, LLC
Lockett Wind Holdings, 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.
MES Holding, LLC
MidAmerican Central California Transco, LLC
MidAmerican Energy Machining Services LLC
MidAmerican Funding, LLC
MidAmerican Geothermal Development Corporation
Midwest Power Midcontinent Transmission Developmen! LLC
Midwest Power Transmission Arkansas, LLC
Midwest Power Transmission Iowa, LLC
Midwest Power Transmission Kansas, LLC
Midwest Power Transmission Oklahoma, LLC
Midwest Power Transmission Texas, LLC
Morgan Community Solar, LLC
Morgan CSG1, LLC
Morgan CSG2, LLC
Morgan CSG3, LLC
MPT Heartland Development, LLC
MSPS Holdings, LLC
NNGC Acquisition, LLC
Norming Investments B.V.
Northem Electric plc.
Northem Natural Gas Company
Northem Powergrid Holdings Company
NVE Holdings, LLC
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
Manager (l)
Vice President & Treasurer
Manager (l)
Manager (t)
Manager (l)
Manager (1)
Manager (l)
Manager (l)
Manager (l)
Director
Senior Vice President
Manager (t)
Manager (r)
Manager (r)
Director
President, Chief Financial Officer & Treasurer
Manager (t)
Manager (t)
Manager (t)
Manager (l)
Director
Manager (l)
Manager (t)
Manager (l)
Manager (l)
Manager (l)
Manager (r)
Manager (r)
Manager (l)
Manager (r)
Manager (t)
Manager (l)
Manager (l)
Manager (l)
Senior Vice President & Chief Financial Officer
Director
Director
Director
Manager (l)
Manager (l)
Manager (l)
Manager (r)
Manager (l)
Manager (1)
Manager (l)
Manager (l)
Manager (l)
Manager {l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (t)
Manager (r)
l0
Goodman, Patrick J. (continued)
Business Entity Title
Spica Community Solar Gardens, LLC
Spica CSGI, LLC
Spica CSG2, LLC
SSC XIX, LLC
SSC XX, LLC
SundialHolding, LLC
Taurus Community Solar, LLC
Taurus CSGI, LLC
Taurus CSG2, LLC
Taurus CSC3, LLC
Taurus CSG4, LLC
Tongonan Power Investment, Inc.
Tongonan Power Investment, [nc.
TPZ Holding, LLC
Vega Community Solar Gardens, LLC
Vega CSGI, LLC
Vega CSG2, LLC
Vega CSG3, LLC
Vega CSG4, LLC
Vega CSG5, LLC
Visayas Geothermal Power Company
Hocken, Natalie L.
Business Entity
Manager (l)
Manager (r)
Manager (r)
Manager (r)
Manager (r)
Manager (l)
Manager (l)
Manager tl)
Manager (l)
Manager (l)
Manager (r)
Director
Executive Vice President & Chief Financial Officer
Manager (l)
Manager (t)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (r)
Senior Vice President & Chief Financial Officer
Title
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
CalEnergy Company, Inc.
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, [nc.
MEHC Investment, Inc.
MHC Inc.
MHC Inc.
Director
Member
Senior Vice President & General Counsel
Director
Director
Director
Executive Vice President & Secretary
Manager (t)
Executive Vice President & General Counsel
Director
President
Director
Director
President
Manager (1)
Senior Vice President & General Counsel
Director
Director
Manager tl)
Vice President & Secretary
Manager {r)
President
Manager (r)
President
Director
Senior Vice President
Director
Senior Vice President, General Counsel & Assistant
Secretary
l1
Hocken, Natalie L. (continued)
Business Entity Title
MHC Investment Company
MidAmerican Funding, LLC
NNGC Acquisition, LLC
Northern Natural Gas Company
NVE Holdings, LLC
NVE Insurance Company, Inc.
NVE Insurance Company, Inc.
PPW Holdings LLC
Crane, Cindy A.
Business Entity
Director
Manager tl)
Manager (l)
Director
Manager(r)
Director
President
Manager (l)
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.
(l ) For LLCs, a manager is the equivalent ofa director.
Director
President
Board Member
President
Director
President
Director
President
Director
President
t2
I. B. Changes in Ownership
Changes in Successive Ownership Between the Regulated Utility and Affiliated Interest for the year ended
December 31, 2018
Refer to Exhibit 2l of the Berkshire Hathaway Inc. ("Berkshire Hathaway") Form l0-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, 2018. Ref'er to Exhibit 21.1 of the Berkshire Hathaway Energy Company ("BHE") Form l0-K (File
No. 00 l - I 488 I ) for a list of certain subsidiaries of BHE as of December 3 l, 20 I 8.
l3
I. C. Affiliate Descriptions
A narrative description of each affiliated entity with which the regulated utility does business. State the factor(s)
giving rise to the affiliation.
t4
Narrative Descriptions for Each Alfiliated Entity
Affiliated interests of PacifiCorp are deflned by Oregon Revised Statutes757.015, Revised Code of Washington
80. 16.010 and California Public Utilities Commission Decision 97-12-088, as amended by Decision 98-08-035, as
having two or more officers or directors in common with PacifiCorp, or by meeting the ownership requirements of
five percent direct or indirect ownership.
In the ordinary course of business, PacifiCorp engaged in various transactions with several of its afhliated companies
during the year ended December 3 I, 20 18. Services provided by PacifiCorp and charged to affiliates related primarily
to administrative services provided under the Intercompany Administrative Services Agreement ("IASA") among
Berkshire Hathaway Energy Company ("BHE") and its affiliates, as well as wholesale energy supply and marketing
activities, information technology, and administrative support services and joint use services. Services provided by
affiliates and charged to PacifiCorp related primarily to coal mining, the transportation of natural gas and coal,
wholesale energy purchases and transmission of electricity, information technology goods and services, banking
services, employee relocation services and administrative services provided under the IASA. Refer to Section III for
information regarding the Umbrella Loan Agreement between PacifiCorp and Pacific Minerals, Inc. Throughout this
report, the term "services" includes labor, overheads and related employee expenses.
Although PacifiCorp provides retail electricity services to certain affiliates within its service territory, such
transactions are excluded from this report because they are billed at tariffrates. Due to the volume and breadth ofthe
Berkshire Hathaway lnc. ("Berkshire Hathaway") f'amily of companies, it is possible that employees of PacifiCorp
have made purchases from certain Berkshire Hathaway affiliates not listed here, and have been reimbursed by
PacifiCorp for those purchases as a valid business expense. PacifiCorp does not believe those transactions would be
material individually or in aggregate.
American Airlines, Inc. ("American Airlines") - At December 31, 2018, Berkshire Hathaway held a 9.49oh
ownership interest in American Airlines Group [nc., which wholly owns American Airlines, Inc. American Airlines
is a major network carrier, providing scheduled air transportation for passengers and cargo. American Airlines
provides travel services to PacifiCorp.
American Express Travel Related Services Company, Inc. ("American Express Travel") - At December 31,
2018, Berkshire Hathaway held a 17.98o/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.
Delta Air Lines, Inc. ("Delta Air") - At December 3 l, 2018, Berkshire Hathaway held a 9.56%o ownership interest
in Delta Air Lines, Inc. Delta Air is a major passenger airline, providing scheduled air transportation for passengers
and cargo throughout the United States and around the world. Delta Air provides travel services to PacifiCorp.
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.
t5
Marmon Utility, LLC - an affiliate of Marmon Holdings, lnc. ("Marmon"), which Berkshire Hathaway held a 100%
ownership interest at December 31,2018. Marmon is an intemational association of numerous manufacturing and
service businesses in energy-related and other markets. Marmon Utility, LLC provides materials to PacifiCorp.
Moody's Investors Service ("Moody's") - At December 31,2018, Berkshire Hathaway held a 12.88% ownership
interest in Moody's Corporation, which wholly owns Moody's. Moody's prol ides credit ratings and research covering
debt instruments and securities. Moody's provides PacifiCorp with credit rating services.
Phillips 66 Company ("Phillips 66") - During the third quarter of 2018, Berkshire Hathaway's ownership interest
in Phillips 66 decreased to less than five percent of Phillips 66's outstanding common shares. Accordingly, this report
reflects the transactions between PacifiCorp and Phillips 66 that occured between January l, 2018 and November 14,
2018 (the date Berkshire Hathaway filed its Form 13-F for the quarter endecl September 30, 2018, and its ownership
of Phillips 66 became known). 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.
Southwest Airlines Co. ("Southwest Airlines") At December 31,2018, Berkshire Hathaway held a 9.92Yo
ownership interest in Southwest Airlines. Southwest Airlines is a major passenger airline that provides scheduled air
transportation in the United States and near-international markets. Southu'est Airlines provides travel services to
PacifiCorp.
U.S. Bancorp - At December 31,2018, Berkshire Hathaway held a 9.09% 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 3 I , 201 8, Berkshire Hathaway held a 9.55% 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 that owns a highly diversified portfolio of locally
managed businesses principally engaged in the energy industry. BHE is a consolidated subsidiary of
Berkshire Hathaway. As of February 2l ,2019, Berkshire Hathaway owned 90.9%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.l% ownership interest as of February 21,2019), and Gregory
E. Abel, BHE's Executive Chairman (1.0%o ownership interest as of February 21,2019). 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 BH E Canada, LLC ("BHE Canada") and
the indirect parent company of Altalink, L.P., a regulated electric transrnission-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.
l6
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.
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 12S-megawatt combined hydro and irrigation facility
operated and maintained by CE Casecnan Water, and Energy Company, Inc. Pacit-iCorp provides administrative
services to CalEnergy Philippines under the IASA.
HomeServices of America, Inc. ("HomeServices") - a majority-owned subsidiary of BHE, which held 97.78oh
ownership at December 31,2018. HomeServices is, through its operating subsidiaries, a residential real estate
brokerage firm whose services include relocation services and provides such services to employees ofPacifiCorp and
its affiliates. PacifiCorp provides administrative services to HomeServices under the IASA.
Kern River Gas Transmission Company ("Kern River") - an indirect wholly owned subsidiary of BHE. Kem
River owns an interstate natural gas pipeline system that extends from supply areas in the Rocky Mountains to
consuming markets in Utah, Nevada, and California. Kern River's pipeline system consists of 1,700 miles of natural
gas pipelines. Kern River's transportation operations are subject to a regulated tariff that is on file with the Federal
Energy Regulatory Commission. Kern River provides transportation of natural gas to certain PacifiCorp generating
facilities in Utah, lease of temporary construction workspace and provides administrative services to PacifiCorp under
the IASA. PacifiCorp provides administrative services to Kem River under the IASA.
MHC Inc. - an indirect wholly owned subsidiary of BHE. MHC Inc. is a holding company owning all of the common
stock of MidAmerican Energy Company. MHC Inc. provides administrative services to PacifiCorp under the IASA.
MEC Construction Services Co. ("MCS") - a wholly owned subsidiary of MHC Inc. MCS is a provider of non-
regulated utility construction services. PacifiCorp provides administrative services to MCS under the IASA.
MidAmerican Energy Company ("MEC') - a wholly owned subsidiary of MHC Inc. MEC is principally engaged
in the business of generating, transmitting, distributing and selling electricity and in distributing, selling and
transporting natural gas. MEC provides administrative services to PacifiCorp under the IASA. PacifiCorp also
provides administrative services to MEC under the IASA.
Midwest Capital Group, Inc. ("MCG") a wholly owned subsidiary of MHC Inc. MCG holds a 100%o 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.
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.
Northern Natural Gas Company ("Northern Natural") - an indirect wholly owned subsidiary of BHE. Northern
Natural owns the largest interstate natural gas pipeline system in the United States, as measured by pipeline miles,
which reaches from west Texas to Michigan's Upper Peninsula. 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. PacitrCorp also provides administrative
services to Northern Natural under the IASA.
Northern Powergrid Holdings Company ("Northern Powergrid") - an indirect wholly owned subsidiary of BHE.
Northern Powergrid owns two companies that distribute electricity in Great Britain, Northem Powergrid (Northeast)
Limited and Northern Powergrid (Yorkshire) plc. Northern Powergrid also owns a meter asset rental business that
leases smart meters to energy suppliers in the United Kingdom and lreland, an engineering contracting business that
provides electrical infrastructure contracting services primarily to third parties and a hydrocarbon exploration and
development business that is focused on developing integrated upstream gas projects in Europe and Australia.
PacifiCorp provides administrative services to Northern Powergrid under the IASA.
t1
NV Energy, Inc. ('6NV Energy") - an indirect wholly owned subsidiary ot'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. PaciflCorp 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 Hany 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 subs,idiary of NV Energy. Siena Pacific is a
regulated electric and natural gas utility company serving retail electric custorners 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.
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.
Fossil Rock Fuels, LLC ("Fossil Rock") - a wholly owned subsidiary ol PacifiCorp. Fossil Rock served as the
leaseholder for certain coal reserves until June 5,2015, when the associated coal reserves were sold to Fossil Rock
Resources, LLC.
Interwest Mining Company ("Interwest Mining") - a wholly owned subsidiary of PacifiCorp that provides
technical and administrative services to PacifiCorp and Bridger Coal Company. Interwest Mining manages
PacifiCorp's mining operations and charges a management fee to Bridger tloal 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 beneflts to Interwest Mining, and these costs are inclu,Ced in the management fee that Interwest
Mining charges. All costs incurred by Interrvest Mining are absorbed by lPacifiCorp, Bridger Coal Company and
Energy West.
Pacific Minerals, Inc. ("PMI") - a wholly owned subsidiary of PacifiCorp that owns 66.67% of Bridger Coal
Company, the coal mining joint venture with ldaho Energy Resources Company ("IERC"), a subsidiary of Idaho
Power Company. PMI is the entity that employs the individuals that work for Bridger Coal Company.
Bridger Coal Company ("Bridger Coal") - a coal mining joint venture 66.67% owned by PMI and 33.33% owned
by IERC. Bridger Coal was formed to supply coal to the Jim Bridger generating tacility. The Jim Bridger generating
facility is 66.67Y, owned by PacifiCorp and 33.33oh owned by Idaho Power Company. PacifiCorp provides
information technology and administrative services to Bridger Coal.
Trapper Mining Inc. - a cooperative in which PacifiCorp holds a 2l .407o interest, the Salt River Project Agricultural
Improvement and Power District, an unaffrliated entity, holds a 32.1t)oh interest, Tri-State Generation and
Transmission Association, Inc., an unaffiliated entity, holds a26.570/o interest and the Platte River Power Authority,
an unaffiliated entity, holds a 19.93% interest. Trapper Mining Inc. was formed to supply coal to the Craig generating
facility. The Craig generating facility is 19.28%o owned by PacifiCorp. In acldition to Trapper Mining Inc. providing
coal to PacifiCorp, two PacifiCorp employees serve on the Trapper Minirrg Inc. board of directors. PacifiCorp is
compensated for this service.
PacifiCorp Foundation - an independent non-profit foundation creatcd by PacifiCorp in 1988. PacifiCorp
Foundation supports the groMh 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 Paciflc
Power Foundation. PacifiCorp provides administrative services to the Pacifi,Corp Foundation.
l8
Cottonwood Creek Consolidated Irrigation Company (*CCCIC") - a non-profit mutual irrigation company.
which is a privately owned water stock company. PacifiCorp holds approximately 26oh 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 fbr 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 fbr its Hunter generating facility.
Ferron Canal & Reservoir Company (*FCRC") - a non-profit mutual irrigation company, which is a privately
owned water stock company. PacifiCorp holds approximately 31o/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 f'acility. PacifiCorp also contracts additional water from FCRC, which is made available to the Hunter
generating facility through a long-term agreement between FCRC and PacifiCorp. The agreement calls for PacifiCorp
to make an annual payment to FCRC and in return, FCRC provides PacifiCorp up to 7,000 acre-feet of water.
Huntington Cleveland Irrigation Company ("HCIC") a non-protit mutual irrigation 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.
t9
I. D. Financial Statements
Financial statements or trial balances for the year ended December :]1, 2018, are included in Section II.
Transactions.
20
II. Transactions
The following pages include the following information about services(r) rendered by the regulated utility to the
affiliate and vice versa:
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
Ref-er 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 fiom 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 of, and charged to,
other entities within the BHE group. Such convenience payments reflect the ability to obtain price discounts
as a result oflarger 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 beneflts associated with transferred employees.
Refer to the following page for a summary of the transactions included in this Section II.
(r) ln this Section IL 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
2l
a
a
Summary of transactions included in Section II for the Year Ended December 31, 2018
Afllliated Untity
Owncrship
lntcrest
,s of
12t3il2018
Serviccs provided pursuant to the IASAII)
PaciliCorp
Received
Sen'ices
l'acifiCorp
Provided
Services
'l'otal
PaciliCorp
Received and
Proyidcd
Services
American Airlines. Inc.
American Express Travel Related Seryices Company. Inc.
BNSF Railway Compmy
Delta Air I-ines. Inc.
Environment One Corporation
FlightSaf'ety Intemational Inc.
Mamon Lltility LLC
Moody's lnvestors Service
Phitlips 66 Company (2)
Southwest Airlines Co.
U.S. Bancorp
Wells Fargo & Compmy
Berkshire Hathaway Ener$/ Compmy
BHE Altalink Ltd.
BIIE Renewables. LLC
CalEnergy Generation Operating Company
BHE tJ.S. Transmission, LLC
CalEnergy Philippines
HomeServices of America, Inc.
Kern River G6 Trmsmission Company
MHC Inc.
MEC Construction Sewices Co.
MidAmerican Energv Company
Midwest Capital Group, Inc.
MidAmericm Energr Seruices, LLC
Nonhem Natural Gas Compmy
Northem Powergid Holdings Company
NV Energr, Inc.
Nevada Power Compmy
Sierra Pacific Power Company
PPW Holdings LLC
Fossil Rock Fuels. LLC
InteNest Mining Compmy
Pacific Minerals. lnc.
Bridger Coal Compay
Trapper Mining [nc.
PacifiCorp Foundation
Cottonwood Creek Consolidated lrigation Compmy
Feron Canal & Resenoir Company
Huntington Cleveland lnigation Company
9.49%
t'l.98%
100.00%
9.56%
100.00%
100.00%
100.00%
t2.88%
<5Yo
9.92%
9.09%
9.55%
90.90%
100.00%
100.00%
100.00%
100.00%
various
97.78%
100.00%
100.00%
r00.00%
100.00%
100.00%
100.00%
100.00%
100.00%
r00.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
66.6'70/"
2t.40%
0.00%
25.98%
36.82'/o
34.120/"
38,5 I I
32,526.666
1.152,381
209,25s
23,652
39',1,298
3'7 t,157
7t9,174
s) 751
401,092
t,125,'t't5 1.781.225
38,5 I I
32,526,666
1,152,381
209,255
23,652
391,298
3',7 1,15',7
719,1'74
52,753
401,092
2,907,000
5,165.883
4,866
1,199,00;
166,178
19.831
66.694
t8,127
220,058
r.204
I )' )4(
28,367
5,132.06 r
39.833
71.560
18.127
1,419,064
t,204t)) )a\
28,47 t
499,935
3,194
4,950.4962ll
4,421
99,099
53,801
l 16,825
:\'1,399
17,500
05.129.1 1.,129,105
1.072.669104
499,935
3,072,669
4,.165.03 l
3.:19.1
185,,165
2t1
4.421
9'.7,1t3
53,801
l r 6,005
67,328
37.232
1,686
820
r50.071
268
2,s55,22 l
38 1,806
l 72.998
965.027
17.990
I 72.998
3,520.2,18
429.796
67,233 9.l.ll5
149,220, I 68
14,068.8t9
1,409,166
7,036
164,918
150,629,334
1.1,075,855
164,918
328,313
l,05.1.90?
528.309
328,3 I 3
1,054,907
528.309
Total Amliated Services by Category I 1..187.670 1.i18.076 l.t.:)15.7.16 209.138.71'7 .1.6t5.593 ttl.35.l.tl0
(l) Intercompany Administrative Scrvices Agreement
that occurred during the period thc entity s'as an amliate. For l'urther infomation. ref'er to thc entity's page in this Section II. Transactions.
Non-IASA goods and services
Total
PacifiCorp
PacifiCorp PacifiCorp Received and
Received Provided Provided
22
American Airlines, Inc.
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
Travel services
Total
S
$
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PaciliCorp
Received Services
54,724 $
PacifiCorp
Provided Services
54,124 $
(a)
(a)
(a)
(a)
(a)
N/A
N/A
N/A
N/A
N/A
(a) American Airlines Group Inc. provides services to PacifiCorp in the normal course ol business at standard pricing.
For further information on the following financial statements, ref'er to American Airlines, Inc.'s Form l0-K
for the year ended December 3 I , 20 l8 (File No. I -269 I ) at www.sec.gov.
23
AMERICAN AIRLINES, INC.
CONSOLIDATED BALANCE SHEETS
(ln millions, except shares and par value)
December 31,
2018 2017
ASSETS
Current assets
Cash
Short{erm investments
Restricted cash and short-term investments
Accounts receivable, net
Receivables from related parties, net
Aircraft fuel, spare parts and supplies, net
Prepaid expenses and other
Total current assets
Operating property and equipment
Flight equipment
Ground property and equipment
Equipment purchase deposits
Total property and equipment, at cost
Less accumulated depreciation and amortization
Total propefi and equipment, net
Operating lease right-of-use assets
Other assets
Goodwill
lntangibles, netof accumulated amortization of $663 and $622, respectively
Deferred tax asset
Other assets
Total other assets
Total assets
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
Current maturities of long{erm debt and f nance leases
Accounts payable
Accrued salaries and wages
Air traffic liability
Loyalty program liability
Operating lease liabilities
Other accrued liabilities
Total current liabilities
Noncurrent liabilities
Longterm debt and finance leases, net of current maturities
Pension and postretirement benefi ts
Loyalty program liability
Operating lease liabilities
Other liabilities
Total noncurrent liabilities
Commitments and contingencies (Note l0)
Stockholder's equity
Common stock, $1.00 par value; 1,000 shares authorized, issued and outstanding
Additional paid-in capital
Accumulated other comprehensive loss
Retained earnings (defi cit)
Total stockholder's eguity
Total liabilities and stockholder's equity
See accompanying notes to consolidated financial statements
$265 $
4,482
154
1,755
10,666
1,442
493
287
4,768
318
1,755
8,822
1,294
647
19,257
41,180
8,466
1,277
17,891
39,993
8,006
1,217
50,923
"17,12333,800
9,094
49,216
(15,3s4)
4,091
2,137
1,280
1,219
33,862
4,091
2,203
2,071
1,283
8,727 9,648
$70,878 $61,401
b 2,547 $
1,707
1,363
4,339
3,267
1,639
2,259
2,058
1,625
1,613
4,O42
3,121
2,209
17.121
20,650
6,863
5,272
7.857
1,345
14,668
21,236
7,452
5,701
2,456
41,987
16,802
(5,370)
338
36,845
16,7 16
(5,251)
(1 ,577)
11,770 9,888
$70,878 $61,401
24
Operating revenues:
Passenger
Cargo
Other
Total operating revenues
Operating expenses:
Aircraft fuel and related taxes
Salaries, wages and benefits
Regional expenses
Maintenance, materials and repairs
Other rent and landing fees
Aircraft rent
Selling expenses
Depreclation and amortization
Special items, net
Other
Total operating expenses
Operating income
Nonoperating income (expense):
lnterest income
lnterest expense, net
Other income, net
Total nonoperating expense, net
lncome before income taxes
lncome tax provision
Net income
AMERICAN AIRLINES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(ln millions)
2018
$40,676 $
1 ,013
2,841
44,530
8,053
12,240
7,064
2,050
1,900
1,264
1,520
1,839
787
5,090
41,807
2,723
330
(1,028)
167
2,192
534
$1,658 $
See accompanying notes to consolidated financial statements.
Year Ended December 31,
2017 2016
39,131 $
890
2,589
37,045
785
2,295
42,610
6,128
11,942
6,572
1,959
1,806
1,197
1,477
1,702
712
4,91 0
40,125
5,071
10,958
6,009
1,834
1,772
1,203
1,323
1,525
709
4,U1
38,405 35,045
4,205 5,080
215
(e88)
123
104
(e06)
18
(650)(784)
3,555
2,270
4,296
1,607
1,285 $2,689
25
(s31)
American Express Travel Related Services Company, fnc.
Affiliated Transactions
For the Year Ended December 31, 2018
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
$38,51 I $
PacifiCorp
Provided Services
$38,51 I $
(a)
(a)
(a)
(a)
(a)
N/A
N/A
N/A
N/A
N/A
(a) American Express Travel Related Services Company, Inc. provides services to PacifiCorp in the normal course of business at
standard pricing.
American Express Travel Related Services Company, Inc. is not a public company, and its financial
statements are not available. The financial statements of its parent company, American E,xpress Company,
are included. For further information on the following financial stahments, refer to American Express
Company's Form l0-K for the year ended December 31, 2018 (File No. l-7657) at www.sec.gov.
26
American Express Company
CONSOLI DATED BALANCE SHEETS
December 31 (Millions, except share data)2018 2017
Assets
Cash and cash equivalents
Cash and due from banks
lnterest-bearing deposits in other banks (includes securities purchased under resale agreements: 2018, $64: 2017
$48)
Short-term investment securities
$3,253
24,026
166
5,148
27,709
70
$
Total cash and cash equivalents
Accounts receivable
Card Member receivables (includes gross receivables available to settle obligations of a consolidated
variable interest entity:2018, $8,539;2017, $8,919), less reserves:2018, $573: 2017.$521
Other receivables. less reserves:2018, $25; 2017, $31
Loans
Card Member loans (includes gross loans available to settle obligations of a consolidated
variable interest entity: 2O18, $33,194; 2017, $25,695), less reserves: 2018, $2,134; 2017, $1,706
Other loans, less reserves: 2018, $124;2017, $80
lnvestment securities
Premises and equipment, less accumulated depreciation and amortization: 2018, $6,015: 2017, $5,455
Other assets (includes restricted cash of consoildated variable interest entities: 2018, $70;2017, $62)
79.720
3,676
4,647
4,416
to,47L
$ 183,602
27,45
55,320
2,907
32.927
53,526
3,209
7r.693
2,607
3,159
4,329
9,746
Total assets $ 181,196
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 interest entities: 2018, $19,509;2017, $18,560)
Other liabilities
$69,960
2,295
12,255
3,100
*,423
20,279
$ 64,452
2,555
74.657
3.278
55,804
22,789
$ 162935Total liabilities $ 165,312
Contingencies and Commitments (Note 13)
Shareholders' Equity
Preferred shares, $1.66'?^ par value, authorized 2O million shares; issued and outstanding 1,600 shares as of
December 31. 2018 and 2017 (Note 17)
Common shares, $0.20 par value, authorized 3.6 billion shares: issued and outstanding 847 million shares as of
December 31, 2018 and 859 million shares as of December 31, 2017
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Net unrealized securities losses, net of tax of: 2018,$(1); 2017, $1
Foreign currency translation adjustments, net of tax of:2018, $(300); 2017, $(363)
Net unrealized pension and other postretirement benefits, net of tax of: 2018,$(170);2017, $(179)
170
t2,zLA
12.499
(8)
(2,133)
(456)
(2,597)
22.290
172
12.270
8,307
Total accumulated other comprehensive loss
(1,961)
(467)
(2,428)
18,261Total shareholders' equity
Total liabilities and shareholders' equity $ 188,602 $ 181,1e6
See Notes to Consolidated Financial Statements.
27
American Express Company
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31 (Millions, except per share amounts)20t8 2017 2016
Revenues
Non-interest revenues
Discount revenue
Net card fees
Other fees and commissions
Other
$24,721
3.41
3,153
1,360
$ 22,890
3,090
2.990
L.457
$ 22,377
2.886
2.7t4
1,678
Total non-interest revenues 32675 30AU 25659
lnterest income
lnterest on loans
lnterest and dividends on investment securities
Deposits with banks and other
9,941
u8
547
8,148
89
326
7,274
131
139
Total interest income 10,606 8,563 7,444
lnterest expense
Deposits
Long-term debt and other
L2a7
1,6s6
779 598
1,1071,333
Total interest expense 2,943 2,112 1,70s
Net interest income 7,663 6,451 5.779
Total revenues net of interest expense 40,338 36,878 35,438
Provisions for losses
Charge card
Card Member loans
Other
937 795
i,868
97
696
1,235
95
2.266
L49
Total provisions for losses 3,352 2.760 2,O27
Total revenues net of interest expense after provisions for losses 36,986 34,118 33,411
Expenses
Marketing and business development
Card Member rewards
Card Member services
Salaries and employee benefits
Other. net
6,470
9,696\m
5,250
5,67r
5.722
8.687
1..392
5,258
5,634
6.249
7,819
1,100
5.259
4.942
25,369
8f,42
2.667
$ 5315
Total expenses 24.864 26.693
Pretax income
lncome tax provision
8,122
r,20r
7.425
4,677
Net income $ 6,921 $ 2,748
Earnings per Common Share - (Nole22)<^r
Basic
Diluted
$
$
7.93
7.9t
$
$
3.00
2.99
$
$
5.63
5.61
Average common shares outstanding for earnings per common share:
Basic
Diluted
856
859
883 933
886 935
(a) Represents net income less (i) earnings allocated to participating share awards of $54 million, $21 rrrillion and $43 million for the years ended December 31,
2078,2017 and2015, respectively, and (ii) dividends on preferred shares of $80 million, $81 million ernd $8O million for the years ended December 31, 2018,
2017 and 2076, respectively.
See Notes to Consolidated Financial Statements.
28
BNSF Railway Company
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
PacifiCorp
Received Services
PacifiCorp
Provided Services
Rail services
Right of way f-ees
Total
$32,489,102 $
31,564
$ 32,526,666 $
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) Rail services are based on negotiated prices under long-term contracts. Righrof-way fees are based on factors such as square
footage.
BNSF Railway Company filed reports with the SEC through February 2018. They are accessible under File
No. l-6324 at www.sec.gov. Beginning in February 2018, reports for BNSF Railway Company are no
longer filed with the SEC. For further information on the fbllowing financial statements, ref-er to BNSF
Railway Company's Consolidated Financial Statements for the period ended December 31,2018 at
www.bnsf.com.
29
BNSF Railway Company and Subsidiaries
C onsolidated B alsnce Sheets
In millions
December 31,
2018
December 31,
2017
Assets
Current assets:
Cash and cash equivalents
Accounts receivable, net
Materials and supplies
Other current assets
$513
784
793
297
$516
1,668
803
204
l,
Total current assets
Property and equipment, net of accumulated depreciation of $9,98 I and $8,61 I ,
respectively
Goodwill
Intangible assets, net
Other assets
3,387 3,l9l
63,147
14,803
361
2,257
62,281
14,803
392
2,431
Total assets $ 83,955 S 83,098
Liabilities and Stockholder's Equity
Current liabilities:
Accounts payable and other current liabilities
Long-term debt due within one year
$3,082 $
80
3,069
90
Total current liabilities 3 162 3,1 59
Deferred income taxes
Long-term debt
Casualty and environmental liabilities
Intangible liabilities, net
Pension and retiree health and welfare liability
Other liabilities
13,875
1,269
486
38r
267
1,019
13,542
I,355
499
471
310
1,104
Total liabilities 20,459 20.440
Commitments and contingencies (see Notes l2 and 13)
Stockholder's equity:
Common stock, $l par value, 1,000 shares authorized;
issued and outstanding and paid-in-capital
Retained earnings
Intercompany notes receivable
Accumulated other comprehensive income (loss)
42,920
45,748
(25,302)
130
42,920
39,337
( 19,830)
231
Total stockholder's equity 63,496 62,6s8
Total liabilities and stockholder's equity
See accompanying Notes to Consolidated Financial Statements
30
$ 83,955 $ 83,098
BNSF Railway Company and Subsidiaries
Consoliduted Stutements of Income
ln millions
Year Ended
December 31,
2018
Year Ended
December 31,
2017
Year Ended
December 31,
2016
Revenues s 22,999 S 20,747 $ 19,278
Operating expenses:
Compensation and benefi ts
Fuel
Depreciation and amortization
Purchased services
Equipment rents
Materials and other
5,322
3,346
2,306
2,168
732
1,329
4,968
2,518
2,341
2,019
784
875
4,757
1,934
2,115
2,037
766
1,072
Total operating expenses 15,203 13,505 12,681
Operating income
Interest expense
Interest income. related parties
Other (income) expense, net
7,796
51
(643)
(70)
1,242
43
(360)
(24)
6,597
50
(te7)
(3s)
Income before income taxes
Income tax expense (benefit)
8,458
2,019
7,5 83
(4,s36)
6.779
2,5t9
Net income $6,439 $ 12,I l9 $4,260
See accompanying Notes to Consolidated Financial Statements.
3l
Delta Air Lines, Inc.
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
PacifiCorp
Received Services
PacifiCorp
Provided Services
Travel services
Total
$ r,1s2,381 $
$ r, r 52,381 $
Basis of pricing
Cost of service
The margin ofcharges 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) Delta Air Lines, Inc. provides services to PacifiCorp in the normal course ofbusiness at standard pricing.
For further information on the following financial statements, refer to [)elta Air Lines, Inc. Form l0-K for
the year ended December 31,2018 (File No. l-5424) at www.sec.gov.
32
ASSETS
Current Assets:
Cash and cash equivalents
Short-term investments
Accounts receivable, net of an allowance for uncollectible accounts of $ I 2 at December 3 1, 20 I 8 zrrd 2017
Fuel inventory
Expendable parts and supplies inventories, net ofan allowance for obsolescence of$102 and $1 l3 at December 3 l,
2018 and 2017, respectively
Prepaid expenses and other
Total current assets
Noncurrent Assets:
Property and equipment, net of accumulated depreciation and amortization of$ I 5,823 and S 14,097 at December 3 l,
2018 and 2017, respectively
Operating lease right-of-use assets
Goodwill
Identifiable intangibles, net ofaccumulated amortization of$862 and $845 at December 31,2018 and 2017,
respectively
Cash restricted for airport construction
Deferred income taxes, net
Other noncurrent assets
Total noncurrent assets
Total assets
LtAtltLlTIES AND STOCKHOLDERS' EQUITy
Current Liabilities:
Current maturities of long-term debt and finance leases
Current maturities of operating leases
Air rrafllc liabiliry
Accounts payable
Accrued salaries and related benefits
Loyalty program deferred revenue
Fuel card obligation
Other accrued liabilities
Total cument liabilities
Noncurrent Liabilities:
Long+erm debt and finance leases
Pension, postretirement and related benefits
Loyalty program delerred revenue
Noncurrent operating leases
Other noncurrent liabilities
Total noncurrent liabilities
Commitments and Contingencies
Stockholders' Equity:
Common stock at $0.000 I par value; 1,500,000,000 shares authorized, 688, I 36,306 and 714,674,160 shares issued at
December 3 l, 201 8 and 201 7, respectively
Additional paid-in capital
Retained eamings
Accumulated other comprehensive loss
Treasurystock,atcost,8,l91,83l and7,476,181 sharesatDecember3l,20lSand,2llT,respectively
Total stocklolders' equiry
Total liabilities and stockholders' equity
The accompanying notes are an integral part ofthese Consolidated Financial Statements.
s 1,565 $
203
2,314
592
I,814
825
2,377
916
463
1,203
4t3
1,459
6,340
28,335
5,994
9.78 I
7,804
4,830
1,136
242
3,608
26,563
9,794
4,847
1,354
3,309
s3,926 4s,867
$ 60,266 $ s3,671
s 1,518 $
955
4,661
2,976
3,287
2,989
1,075
1,fi7
) )/.')
4,364
3,634
1 0r,
2,762
1,067
1,868
I 8,578 I 8,959
8,253
9,163
3,652
5,801
1,132
6,592
9,810
3,559
11)1
28,00 I 22,182
tl,611
10,039
(7,82s)
(1e8)
I 2,053
8,256
(7,62r\
(ls8)
13,687 t, 510
s 60,266 $ _s3,671
J.'
DELTAAIR LINES,INC.
Consolidated Balance Sheets
December 31,
(in millions, except share data)2018 2017
DELTAAIR LINES,INC.
Consolidated Statements of Operations
Year Ended Dcccmber 31,
(in millions, except per share data)2018 2017 2016
Operating Revenue:
Passenger
Cargo
Other
Total operating revenue
$39,7s5 $
865
3,818
36,947 $
744
3,447
35,8 l4
684
) qs,
44,438 4l,138 39,450
Operating Expense:
Salaries and related costs
Aircraft fuel and related taxes
Regional carriers expense, excluding fuel
Depreciation and amortization
Contracted services
Passenger commissions and other selling expenses
Ancillary businesses and refinery
Landing fees and other rents
Aircraft maintenance materials and outside repairs
Profit sharing
Passenger service
Aircraft rent
Other
Total operating expense
10,743
9,020
3,438
) l?q
2,175
1,941
1,695
1,662
1,5'75
1,3 01
1,178
394
1,723
10,058
6,756
3,466
) )))
2,1 08
1,827
t,495
I,501
I ,591
1,065
1,123
351
1,609
9,394
5,985
3,447
I,886
1,9t8
1,75 I
I,182
1,472
1,434
l,l l5
964
285
1,621
39,t74 35,172 32,454
Operating Income s,264 s,966 6,996
Non-Operating Expense:
Interest expense, net
Unrealized gain/(loss) on investments, net
Miscellaneous. net
Total non-operating expense, net
(3r r)
t4
184
(3e6)(388)
(70)(2s5)
(l 13)(466)(643)
Income Before Income Taxes 5,15 1 5,500 6,353
Income Tax Pmvision (t,2t6) (2,29s) (2,158)
Net Income $ 3,93s $ 3,20s $ 4,195
Basic Earnings Per Share
Diluted Earnings Per Share
Cash Dividends Declared Per Share
$
$
$
5.69
5.67
l.3l
$
$
$
4.45
4.43
t.02
$
$
$
5.59
5.55
0.68
The accompanying notes are an integral part ofthese Consolidated Financial Statements.
34
Environment One Corporation
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
PacifiCorp
Received Services
PacifiCorp
Provided Services
Equipment parts
Total
s 209,255 $
$209,255 $
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofretum on assets
(a)
(a)
(a)
(a)
(a)
N/A
N/A
N/A
N/A
N/A
(a) Environment One provides services to PacifiCorp in the normal course ofbusiness at standard pricing.
Environment One is not a public company, and its financial statements are not available.
35
FlightSafety International Inc.
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
PacifiCorp
Received Services
PacifiCorp
Provided Services
Aviation training
Total
$23,652 $
$23,652 $
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) FlightSafety Intemational Inc. provides services to PaciliCorp in the normal course ofbusiness at standard pricing.
FlightSafety Intemational Inc. is not a public company, and its financial statements are not available.
36
Marmon Utility LLC
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
Materials
Total
S
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
397,298 $
PacifiCorp
Provided Services
$397,298 $
(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 of business at standard pricing.
Marmon Utility, LLC is not a public company, and its financial statements are not available.
37
Moody's Investors Service
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
Credit rating 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
$371,157 $
PacifiCorp
Provided Services
$31 t,ts7 $
(a)
(a)
(a)
(a)
(a)
N/A
N/A
N/A
N/A
N/A
(a) Moody's Investors Service provides services {o PaciliCorp in the normal course ofbtLsiness at standard pricing.
Moody's lnvestors Service is not a public company, and its flnancial statements are not available. The
financial statements of its parent company, Moody's Corporation, are included. For further information on
the following flnancial statements, ref'er to Moody's Corporation's Fornr l0-K for the year ended December
31, 2018 (File No. l-14037) at www.sec.gov.
38
MOODY'S CORPORATION
CONSOLIDATED BALANCE SHEETS
(AmounE in millions, ex€pt share and p€r shar€ data)
ASSETS
Cunent assets:
Cash and cash equivalents
Shortterm investments
Accounts receivable, net of allowances of $43.5 in 2018 and $36.6 in 2017
Other curent assets
Total qJnent assets
Property and equipment, net
Goodwill
Intangible assets, net
Defened tax assets, net
Other assets
Total assets
LIABILITIES, NONCONTROLLING INTERESTS AND SHAREHOLDERS' EQUITY (DEFICIT)
Cunent liabilities:
Acrounts payable and accrued liabilities
Commercial paper
Cunent portion of long-term debt
Defered revenue
Total cunent liabilities
Non-cunent portion of defenEd revenue
Long-term debt
Deferred tax liabilities, net
Uncertain tax positions
Other liabilities
Total liabilities
Contingencies (Note 20)
Shareholders' equity (deficit):
Prefened stock, par value $.01 per share; 10,000,000 shares authorized; no shares issued and
outstanding
Series common stock, par value $.01 per share; 10,000,000 shares authorized; no shares issued and
outstanding
Common stock, par rralue $.01 per share; 1,000,000,000 shares authorized; u2,9o2,272 sharcs
issued at December 31, 201 8 and December 31, 2017, respec{ively.
Capital surplus
Retained eamings
Treasury stock, at cost; 151 ,598,695 and 151,932,157 shares of @mmon stock at December 31 , 2018
and December 31, 2017, respec{ively
Accumulated other comprehensive loss
Total Moody's shareholders' equity (deficit)
Noncontrolling interests
Total shareholders' equity (dencit)
Total liabilities, noncontrolling interests and shareholders' equity
The accompanying notes are an integral part of the consolidated financial statements.
39
Oecembor 31,
s 1,685.0
132.5
1,247.1
282.3
3,386.9
320.4
3,781.3
1,556.1
197.2
274.3
$ 9.526.2
$ 1,071.5
111.8
1 ,147.2
250.'l
2,580.6
325.1
3,753.2
1 ,631.6
143.8
159.9I--gg3
201E
$ 69s.2
2017
$ 750.3
129.9
299.5
883.6
2,063.3
140.0
5,111 .1
341.6
389.1
664.0
8.709.1
3.4
528.6
7,465.4
(8,1 52.e)
(172.21
(327.7)
2',t2.8
(1 14.9)$-ee3
449.9
953.4
2,098.s
122.3
5,226.1
351.7
494.6
576.5
8,869.7
3.4
600.9
8,594.4
(8,31 2.s)
(426.3)
459.9
r96.6
656.5t 9,526.2
tooDY's 2018 10,K
MOODY'S CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in millions, €xept per share data)
YeCr Endeq treSgmEgr !1-
Revenue
Exponses
Operating
Selling, general and administrative
Restructuring
Depreciation and amortization
Acquisition-Related Expenses
Settlement Charge
Total sxpenses
Operating income
Non.perating (expense) income, net
lnterest expense, net
Other non-operating income, net
Purchase Price Hedge Gain
CCXI Gain
Non-oporating (oxpens€) income, net
lncome before provision for lncome taxes
Provision for income taxes
Net income
Less: Net income attributable to noncontrolling interests
Net income attdbutable to Uoody's
Eamings per shar€
Basic
Diluted
Weighted average sharcs ouEtandlng
Basic
Diluted
The a@mpsnying notes are an integral part of the @nslidat€d financial statsments
_ 20.t8
$ 4.u2.7
20't7
$ 4,204.1
2016
$ 3,604.2
1,245.5
1,080.1
48.7
'191 .9
8.3
1,216.6
985.9
't 58_3
22.5
1,019.6
931.2
12.0
126.7
863.8
-att*650.9
2,574.5
I,E6E.2
2.3E3.3
1.820.E
(216.0)
,t:
(208.5)
3.7
111 .1
59.7
(34.0)
1,786.8
779.1
I,OO7.7
7.1
$ 1,000.6
(1 57.3)*:
(.197.2)
1,671 .0
_35'l.6
1,319.4
_ 9.8
$ 1.309.6
(92.9)
55E.0
282.2
275.4
9.2
$ 266.6
$ 8.E4
$ 6.74
$ 5.24
$ 5.15
$ 1.38
$ 1.36
_191 .6
_194.4
191.1
194.2
192,7
195,4
iroooY's 2018 10.K
40
Phillips 66 Company
Affiliated Transactions
For the Period from January 1, 2018 to November 14, 2018 (u)
Account Description
Lubricating oil and grease products
Total
PacifiCorp
Received Services
PacifiCorp
Provided Services
$719,174 $
$7t9,t74 $
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofretum on assets
(b)
(b)
(b)
(b)
(b)
N/A
N/A
N/A
N/A
N/A
(a) During the third quarter of20l8, Berkshire Hathaway's ownership interest in Philtips 66 decreased to less than live percent of
Phillips 66's outstanding common shares. Accordingly, this report reflects the transactions between PacifiCorp and Phitlips 66
that occurred between January 1,2018 and November 14, 2018 (the date Berkshire Hathaway filed its Form l3-F for the quarter
ended September 30, 20 I 8, and its ownership of Phillips 66 became known).
(b) Phillips 66 Company provides services to PacifiCorp in the normal course olbusiness al standard pricing.
Phillips 66 Company is not a public company, and its flnancial statements are not available. The financial
statements of its parent company, Phillips 66, are included. For further infbrmation on the following
financial statements, refer to Phillips 66's Form I 0-K for the year ended December 3 I , 20 I 8 (File No. 00 1-
35349) at www.sec.gov.
4t
Consolidated Balance Sheet
At December 3l
Assets
Cash and cash equivalents
Accounts and notes receivable (net of allowances of $22 million in 2018
and $29 million in2017)
Accounts and notes receivable-related parties
Inventories
Prepaid expenses and other current assets
Phillips 66
Millions of Dollars
2018 2017
$3,019
5,414
759
3,543
474
3,119
6,424
1,082
3,395
370
Total Current Assets
Invesfirents and long-term receivables
Net properties, plants and equipment
Goodwill
Intangibles
Other assets
13,209
14,421
22,018
3A7O
869
515
14,390
13,941
21,460
3,270
876
434
Total Assets $54302 54,371
Liabilities
Accounts payable
Accounts payable-related parties
Short-term debt
Accrued income and other taxes
Employee benefit obligations
Other accruals
$6,113
473
67
I,l 16
724
442
7,242
785
4t
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
E,935
11,093
624
s275
867
355
10,107
10,069
641
5,008
884
234
Total Liabilities 27,149 26,943
Equity
Common stock (2,500,000,000 shares authorized at $0.01 par value)
Issued (2018--6 45,691,761 shares; 2017---6 43,835,464 shares)
Par value
Capital in excess ofpar
Treasury stock (at cost: 2018-189,526,331 shares; 2017-141,565,145 shares)
Retained earnings
Accumulated other comprehensive loss
6
19,873
(15,023)
20,489
(6e2)
6
19,768
(10,378)
16,306
(617)
Total Stockholders' Equity
Noncontrolling interests
24,653
2,500
25,085
2,343
Total Equity 27,153 27,428
Total Liabilities and Equity $s4302 54,371
See Notes to Cowolidated Financial Stdements.
42
Consolidated Statement of Income Phillips 66
Millions of Dollars
Years Ended December 31
Revenues and Other Income
Sales and other operating revenues*
Equity in earnings of affrliates
Net gain on dispositions
Other income
2018 2017 2016
$I11,461
2,676
19
6l
102,354
1,732
l5
521
84,279
1,414
l0
74
Total Revenues and Other Income tt42r7 104,622 85,777
Costs and Expenses
Purchased crude oil and products
Operating expenses
Selling, general and administrative expenses
Depreciation and amortization
Impairments
Taxes other than income taxes*
Accretion on discounted liabilities
Interest and debt expense
Foreign currency transaction gains
97,930
4,880
1,677
r'3s6
8
425
23
504
(31)
79,409
4,699
I,695
1,318
24
13,462
22
438
62,468
4,275
1,638
1,168
5
13,688
2l
338
(15)
Total Costs and Expenses 106,772 101,067 83,586
Income before income taxes
Income tax expense (benefit)
7,445
1,572
3,555
(1,693)
2,191
547
Net Income
Less: net income attributable to noncontrolling interests
5,873 5,248
t42
7,644
89278
Net Income Attributable to Phillips 66 $5,595 5,106 1,555
Net Income Attributable to Phillips 66 Per Share of Common Stock (dollars)
Basic
Diluted
$11.87
11.80
9.90
9.85
2.94
2.92
Weighted-Average Common SharesOutstanding (thousands)
Basic
Diluted
470,708
474,047
515,090
518,508
527,531
530,066
* Includes excise tues on sales ofrefined petroleum products for periods piot to lhe adoption ofAccomting
Standards Update No. 2014-09 on January l, 2018:
See Notes lo Cofiolidated Fimcial Statements.
$13,054 I 3,381
43
Southwest Airlines Co.
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
Travel 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
52,753 $
PacifiCorp
Provided Services
52,753 $
(a)
(a)
(a)
(a)
(a)
N/A
N/A
N/A
N/A
N/A
(a) Southwest Airlines Co. provides services to PacifiCorp in the normal course olbusiness at standard pricing.
For further information on the following financial statements, refer to Southwest Airlines Co. Form l0-K
for the year ended December 31, 2018 (File No. I -7259) at www.sec.gov.
44
ASSETS
Current assets:
Cash and cash equivalenb
Short-term invesunents
Accounts and other receivables
Inventories ofparts and supplies, at cost
Prepaid expenses and other current assets
Total current assets
Property and equipment, at cost:
Flight equipment
Ground property and equipment
Deposits on flight equipment purchase contacts
Assets constructed for others
Less allowance for depreciation and amortization
Goodwill
Other assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Cunent liabilities:
Accounts payable
Accrued liabilities
Air raffic liability
Current maturities of long+erm debt
Total cunent liabilities
Long-term debt less current maturities
Air traffrc liability - noncurrent
Deferred income taxes
Construction obligation
Other noncurrent liabilities
Stockholders' equity:
Common stock, $1.00 par value: 2,000,000,000 shares authorized;
807,6 I 1,634 shares issued in 2018 and20l7
Capital in excess of par value
Retained eamings
Accumulated other comprehensive income
Treasury stoch at cost: 255,008,275 and 219,060,856 shares
in 2018 and 2017 respectively
Total stockholders' equity
Southwest Airlines Co.
Consolidated Belence Sheet
(in millions, except share data)
December 31,20lE December 31,2017
As Recast
$1,854
1,835
s68
461
3r0
$t,495
1,778
662
420
460
5,028
21,753
4,960
775
1,768
4,815
2t,368
4,399
919
1,543
29,256
9,731
28,229
9,690
t9,s2s
970
720
18,s39
970
786
$26,243 $25,1 l0
$1,416 $
1,749
4,t34
606
1,320
1,700
3,495
348
7,905
2,771
936
2,427
1,701
650
808
1,5 l0
ts,967
20
(8,452)
6,863
3,320
I,070
2,t19
1,390
707
808
1,451
13,832
t2
(6,462)
9,853 9,641
$
See accompanying notes.
45
26,243 $2s,n0
Southwest Airlines Co.
Consolidated Statement of Income
(in millions, except per share amounts)
Yeer ended December 31,
2018 2017
As Recast
2016
As Recast
OPERATING REVENUf,S:
Passenger
Freight
Other
Total operating revenues
$20,455 $
175
I,335
19,'163 $
173
1,210
19,068
t't I
1,050
21,965 21,146 20,289
OPf,,RATING EXPENSES:
Salaries, wages, and benefits
Fuel and oil
Maintenance materials and repairs
Landing fees and airport rentals
Depreciation and amonization
Other operating expenses
Total operating expenses
7,649
4,6t6
1,,107
1,334
1,201
2,8s2
7,305
4,076
1,001
1,292
1,2t8
2,847
6,786
3,801
1,045
t,ztt
1,221
2,703
I 8,759 t7,739 16,767
OPERATING INCOME 3,206 3,40'7 3,522
OTHER EXPENSES (TNCOME):
Interest expense
Capitalized interest
Interest income
Other (gains) losses, net
Total other expenses (income)
131
(38)
(6e)
18
tt4
(4e)
(35)
tt2
122
(47)
(24)
2t
42 142 72
INCOME BEFORE INCOME TAXES
PROVISION (BENEFTT) FOR TNCOME TAXES
NET INCOME
3,164 3,26s 3,450
t,267699(e2)
$2,46s $3,357 $2,t83
See accompanying notes.
46
LJ.S. Bancorp
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
Banking services
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofretum on assets
PacifiCorp
Received Services
s 401,092 $
PacifiCorp
Provided Services
$401,092 $
(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 the normal course of business at standard pricing for certain
transactions and at negotiated rates below standard pricing for other certain transactions.
For further information on the following financial statements, refer to U.S. Bancorp's Form l0-K forthe
year ended December 3 l, 2018 (File No. I -6880) at www.sec.gov
47
U.S. Bancorp
Consolidated Balance Sheet
At December 31 (Dollars in Millions)2014 2017
Assets
Cash and due from banks
lnvestment securities
Held-to-maturity (fair value $44,964 and $43,723, respectively)
Available{or-sale ($2,057 and $689 pledged as collateral, respectivelyXa)
Loans held for sale (including $2,035 and $3,534 of mortgage loans carried at fair value, respectively)
Loans
Commercial
Commercial realestate
Residential mortgages
Credit card
Other retail
Covered loans
Total loans
Less allowance for loan losses
Nel loans
Premises and equipment
Goodwill
Other intangible assets
Other assets (including $843 and $238 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-term borrowings
Long-term debt
Other liabilities
Total liabilities
Shareholders' equity
Preferred stock
Common stock, par value $0.01 a share - authorized: 4,000,000,000 shares; issued: 2018 and 2017 - 2,125,725,742 shares
Capital surplus
Retained earnings
Less cost of common stock in treasury: 2018 - 517,391,021 shares; 2017 - 470,080,231 shares
Accumulated other comprehensive income (loss)
Total U.S. Bancorp shareholders' equity
Noncontrolling interests
Total equity
$ 21,453 $ '19,505
46,050
66,1 15
2,056
102,444
39,539
65,034
23,363
56,430
44,362
68,1 37
3,554
97,561
40,463
59,783
22,180
57,324
3,121
286,8 10
(3,e73)
280,432
(3,e25)
282,837
2,457
9,369
3,392
33,645
276,507
2,432
9,434
3,228
34,881
v67,374 $462,040
$ 81,811 $ 87,557
263,664 259,658
345,475
1 4,1 39
41,340
14,763
347,215
16,651
32,259
16,249
415,7',17
5,984
21
8,469
59,065
(20,1 88)
(2.322)
412,374
5,419
21
8,464
54,142
(17,6021
(1,404)
51,029
628
49,040
626
51,657 49,666
Total liabilities and equrty $467,374 $46?,040(a) lncl&s @ly cdlatera pdg"dby th" C*(b) lncludestinedeqsttsgeatqthil$2fi,A00balarcesof $15.3billionafu$6.8btlli@atDecmtu31,2A18tu2017 reswtively
Se Notes ao Consdidaled Financid Stalmilts
48
lnterest lncome
Loans
Loans held for sale
lnvestment securities
Other interest income
Total interest income
lnterest Expense
Deposits
Short-term borrowings
Long-term debt
Total interest expense
Net interest income
Provision for credit losses
Net interest income after provision for credit losses
Noninter€st lncome
Credit and debit card revenue
Corporate payment products revenue
Merchant processing services
ATM processing services
Trust and investment management fees
OeposI service charges
Treasury management fees
Commercial products revenue
Mortgage banking revenue
lnvestment products fees
Securities gains (losses), net
Realized gains (losses), net
Total other-than-temporary impairment
Portion of otherthan-temporary impairment recognized in other comprehensive income (loss)
Total securities gains (losses), net
Other
Total noninteresl income
Noninterest Expense
Compensation
Employee benefits
Net occupancy and equipment
Professional services
Marketing and business development
Technology and communications
Postage, printing and supplies
Other intangibles
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
$13,120
'165
2,616
272
$1 1,
2,
788
144
232
182
$10,777
154
2,078
125
622
92
754
14,346 13.134
1,041
141
784
3,254 1,966 1,468
12,919 12,380 11,666
1 ,379 1,390 1 ,324
10,990
1,289
575
1,486
303
1 q),
732
618
954
834
173
22
911
9,602 9,317 9,290
5,212
1,008
6,162
1,231
1,063
407
429
978
324
161
1,709
5,7461]U
'1,019
419
542
903
323
175
2,529
1 1,540
1,401
u4
1,531
308
1,6'19
762
594
895
720
188
30 57
10,342
1,206
541
1,498
277
1,427
706
583
971
979
169
27
(6)
1
30
910
R7
774
988
502
435
877
3'11
179
2,015
12,464 12,790 11,527
8,678
1,554
7,517
1,2U
8,105
2,161
7,124 6,2s3 5,944
(28)(35)(56)
$ 7,096 $ 6,218 $ 5,888
$ 6,784 $ 5,9'13 $ 5,589
Earnings per common share $ 4.15 S 3.53 $ 3.25
Diluted earnings per common share $ 4.14 $ 3.51 $ 3.24
Average common shares outstanding 1,634 1,677 1,718
Average diluted common shares outstanding 1 ,638 1,683 1 ,724
S@ Noles to C@sdidated Finarcid Statffids
49
U.S. Bancorp
Consolidated Statement of lncome
Year Ended December 31 (Dollars and Shares in Millions, Except Per Share Data)2018 2017 2016
16,173
1,869
378
'1,007
Wells Fargo & Company
Affiliated Transactions
For the Year Ended December 31, 2018
Account 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 ofretum on assets
PacifiCorp
Received Services
s 1,125,77 5 $
PacifiCorp
Provided Services
t,781,225
s 1,12s,77s $ t,781,22s
(b)
(b)
(b)
(b)
(b)
(b)
(b)
(b)
(b)
(b)
(a) Represents the hnancial impact realized on natural gas swaps during the year ended December 31, 2018. In conjunction with
these swap arrangements, PacifiCorp had no collateral at Wells Fargo as of December 31, 2018. 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 retums received from 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 identity, assess, monitor,
report, manage and mitigate each of the various types of risk involved in PacifiCorp's business, including
commodity price risk. PacifiCorp is principally exposed to commodity price risk as PacifiCorp has an
obligation to serve retail customer load in its service territories. Exposures to commodity prices consist
mainly of variations in the price of fuel required to generate electricity and wholesale electricity that is
purchased and sold. Commodity prices are subject to wide price swings as supply and demand are impacted
by, among many other unpredictable items, weather, market liquidity, generating f-acility availability,
customer usage, storage, and transmission and transportation constraints. To mitigate a portion of its
commodity price risk, PacifiCorp uses commodity derivative contracts, which may include forwards,
options, swaps and other agreements. 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 I 0-K for the year ended December 3 l, 20 I 8.
For further information on the following financial statements, refer to Wells Fargo & Company's Form l0-
K for the year ended December 3 I, 20 l8 (File No. 001-2979) at www.sec.gov.
50
Wells Fargo & Company and Subsidiaries
Consolidated Balance Sheet
(in millions, except shares)
Dec 31,
2018
Dec 3 1,
2077
Assets
Cash and due from banks
Interest-earning deposits with banks (1)
$23,55 1
L49,736
Total cash, cash equivalents, and restricted cash (1)L73,287 21.5,947
Federal funds sold and securities purchased under resale agreements (1)
Debt securities:
Trading, at fair value (2)
Available-for-sale, at fair value (2)
Held-to-maturity, at cost (fair value $142,115 and $138,985)
Mortgage loans held for sale (includes $71,771 and $16,1 16 carried at fair value) (3)
Loans held for sale (includes $1,469 and $1,023 carried at fair value) (2)(3)
Loans (includes 9244 and $376 carried at fair value) (3)
Allowance for loan losses
ao,2o7 80,025
59,989
269t9t2
L44,7AA
15,126
2,O4L
953,1 10
(9,775)
57,624
776,407
1 39,33s
20,070
1,131
956,770
( 1 1,004)
Net loans 943,335 945,766
Mortgage servicing rights:
Measured at fair value
Amortized
Premises and equipment, net
Goodwill
Derivative assets
Equity securities (includes $29,556 and $39,227 carried at fair value) (2)(3)
Other assets (2)
Total assets (4)$ 1,895,883 r,951 ,757
Liabilities
Noninterest-bearing deposits
Interest-bearing deposits
$349,534
936,636
373,722
967,269
Total deposits
Short-term borrowings
Derivative liabilities
Accrued expenses and other liabilities
Long-term debt
l,2g6,L7O
tos,7a7
8,499
69,3L7
229,O44
1,33s,99 1
103,256
8,796
70,6t5
225,020
Total liabilities (5)1,698,817 t,743,678
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 - 900,557,866 shares and 590,194,846 shares
Unearned ESOP shares
23,2L4
9,135
50,685
1 58,1 63
(6,336)
(47,L94)
( 1,s02)
25,358
9,136
60,893
t45,263
(2,t44)
(29,892)
( 1,678)
Total Wells Fargo stockholders' equity
Noncontrolling interests
196,166
900
206,936
1,143
Total equity t97,066 208,079
Total liabilities and equity
(1) FinancialinformationhasbeenrevisedtoreFlecttheimpactofouradoptioninfirstquarter20lBofASU20l6-18-StatementofCashFlows(Topic230): RestrictedCashin
which we changed the presentation of our cash and cash equivalents to include both cash and due from banks as well as interest-earning deposits with banks, which are
inclusive of any restricted cash. See Note 1 (Summary of Significant Accounting Policies) for more information.
Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. See Note 1 (Summary of Significant Accounting
Policies) for more information.(3) Parenthetical amounts represent assets and liabilities that we are required to carry at fair value or have elected the fair value option,
of those VIEs: Cash and due from banks, $139 million and $116 million; Interest-bearing deposits with banks, $8 million and $371 millaon; Debt securities, $45 million and
and $342 million; and Total assets, $14.1 billion and $13.6 billion, respectively.
liabilities, g0 million and g5 million; Accrued expenses and other liabilities, $191 million and $132 million; Long-term debt, $816 million and $1,5 billion; and Total
liabilities, $1.0 billion and $1.6 billion, respectively.
The accompanying notes are an integral part of these statements.
5l
23,367
192,580
L4,549 13,625
L,443 t,424
8,920 8,847
26,418 26,587
to,77o 12,228
55,148 62,497
79,850 90,244
$ 1,895,883 t,951,757
Wells Fargo & Company and Subsidiaries
Consolidatetl Staternent of Income
(in millions, except per share amounts)
Year ended December 31
2018 2077 2016
Interest income
Debt securities (1)
Mortgage loans held for sale
Loans held for sale (1)
Loans
Equity securities (1)
Other interest income (1)
t4,406
777
140
43,974
992
4,358
12,946
786
50
41,388
799
2,940
1t,244
784
38
39,505
63s
L,457
$
Total interest income 64,647 58,909 53,663
Interest expense
Deposits
Short-term borrowings
Long-term debt
Other interest expense
5,622
t,7L7
6,703
510
1,395
330
3,830
354
Total interest expense L4,652 9,352 5,909
Net interest income
Provision for credit losses
49,995
1,744
49,557
2,528
47,754
3,770
Net interest income after provision for credit losses 48,25L 47,029 43,984
Noninterest income
Service charges on deposit accounts
Trust and investment fees
Card fees
Other fees
lvlortgage banking
Insu ra nce
Net gains from trading activities (1)
Net gains on debt securities (2)
Net gains from equity securities (1)(3)
Lease income
Other
5,111
t4,495
3,960
3,557
4,350
7,049
542
479
t, t79
t,907
1,603
5,372
14,243
3,936
3,727
6,096
L,268
610
942
1,103
1 011
1,289
4,7L5
14,5O9
3,9O7
3,384
3,Ot7
429
602
108
1,515
Lt753
2,473
Total noninterest income 36,4L3 38,832 40,513
Noninterest expense
Salaries
Commission and incentive compensation
Employee benefits
Equipment
Net occupancy
Core deposit and other intangibles
FDIC and other deposit assessments
Other
L7,834
1o,264
4,926
2,444
2,888
1,058
1,1 10
15,602
t7,363
10,442
5,566
2,237
2,849
7,t52
7,287
17,588
16,552
L0,247
5,094
2,154
2,85s
t,t92
1,168
13, 1 15
Total noninterest expense 56,L26 58,484 52,377
Income before income tax expense
Income tax expense
28,538
5t662
27,377
4,917
32,t20
10,075
Net income before noncontrolling interests
Less: Net income from noncontrolling interests
22,876
443
22,460
277
22,045
to7
Wells Fargo net income $ 22,393 22,L83 21,938
Less: Preferred stock dividends and other L,704 1,629 1,565
Wells Fargo net income applicable to common stock $ 20,689 20,554 20,373
Per share information
Earnings per common share
Diluted earnings per common share
Average common shares outstanding
Diluted averaqe common shares outstandino
$4.3L
4.28
4,799.7
4,43f3.4
4.1.4
4.10
4,964.6
5,OL7.3
4.03
3.99
5,052.8
5,108.3
(1) Financial information for the prior periods has been revised to reflect presentation changes made in connection with our adoption in first quarter 2018 of Accounting
Standards Update (ASU) 2016-01 - Financial Instruments - Overall (Subtopic 825-10)r Recognition and Measurement of Financial Assets and Financial Liabilities. See
Note 1 (Summary of Significant Accounting Policies) for more informatjon.(2) Total other-than-temporary impairment (OTTI) losses were $17 million, $205 million and $207 million for the years ended December 31, 2018, 2017 and 2016,
respectively. Of total OTTI, losses of $28 million, $262 million and $189 million were recognized in earnings, and losses (reversal of losses) of $(11) million, $(57) million
and $18 million were recognized as non-credit-related OTTI in other comprehensive income for the years ended December 31, 2018, 2017 and 2016, respectively.(3) Includes OTTI losses of $352 million, $344 million and $453 million for the years ended December 31, 2018, 2017 and 2016, respectively.
The accompanving notes are an integral paft ofthese statements.
52
3,013
758
5,757
424
Berkshire Hathaway Energy Company
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
Administrative services under the Intercompany
Administrative Services Agreement ("lASA")
Total
$ 5,165,883 $1 66,1 78
$ s, 16s,883 $1 66,1 78
PacifiCorp
Received Services
PacifiCorp
Provided Services
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofretum 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(a)(i) ol the aftached LASA. Reler
to Section VII lor discussion olamounts that were based on allocation factors. The amount in the table above reflects the cost of
the services.
The following items are excluded from the table above:
. Services provided by Berkshire Hathaway Energy Company to Bridger Coal Company in the amount of
$112,t29.
PacifiCorp is party to an income tax-sharing arrangement and is part of the Berkshire Hathaway Inc. United
States federal income tax retum. For certain state income taxes, PacifiCorp is part of Berkshire Hathaway
Energy Company ("BHE") combined or consolidated state income tax returns. PacifiCorp's provision for
income taxes has been computed on a stand-alone basis. PacifiCorp remits federal and certain state income
tax payments to PPW Holdings LLC. PPW Holdings LLC then remits income tax payments to BHE, and
BHE remits any f-ederal income tax payments to Berkshire Hathaway Inc. Under this arrangement, at
December 31,20 18, PPW Holdings LLC did not have any taxes payable to PacifiCorp, and Pacific
Minerals, Inc. did not have any taxes payable to PPW Holdings LLC.
For further information on the following flnancial statements, refbr to Berkshire Hathaway Energy
Company's Form l0-K tbr the year ended December 31,2018 (File No.001-14881) at www.sec.gov.
PacifiCorp is included in the following financial statements as a consolidated subsidiary of BHE.
53
BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in millions)
As of December 3L
2018 2017
ASSETS
Current assets:
Cash and cash equivalents
Restricted cash and cash equivalents
Trade receivables, net
Income tax receivable
Inventories
Mortgage loans held for sale
Other current assets
Total current assets
Property, plant and equipment, net
Goodwill
Regulatory assets
Investments and restricted cash and cash equivalents and investments
Other assets
Total assets
$627 $
227
2,038
90
844
468
853
935
32',7
2,014
334
888
465
815
5,147 5,778
68,s95
9,s9s
2,896
4,903
1,053
65,871
9,678
2,761
4,872
t,248
_t_e2,t 8e_ _q_e0,208_
The accompanying notes are an integral part of these consolidated tinancial statements.
54
BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
(Amounts in millions)
As of December 31,
2018 2017
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
BHE senior debt
BHE junior subordinated debentures
Subsidiary debt
Regulatory liabilities
Deferred income taxes
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note l5)
Equity:
BHE shareholders' equity:
Common stock - I 15 shares authorized, no par value, 77 shares issued and outstanding
Additional paid-in capital
Long-term income tax receivable
Retained eamings
Accumulated other comprehensive loss, net
Total BHE shareholders' equity
Noncontrolling interests
Total equity
Total liabilities and equity
The accompanying notes are an integral part of these consolidated financial statements.
$r,809 $
469
599
275
2,st6
2,106
996
t,5t9
488
354
274
4,488
3,431
1,049
8,770 1 1,603
8,511
r00
2s,99t
1.346
9,04',7
2,63s
5,452
100
26,210
1,309
8,242
2,984
62,466 61,900
6,311
(4s7)
25,624
(1,945)
6,368
22,206
(3e8)
?q 5q1
130
29,723 28,308
$ 92,189 S 90,208
28,176
132
55
BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in millions)
Years Ended December 31,
2018 2017 2016
Operating revenue:
Energy
Real estate
Total operating revenue
Operating expenses:
Energy:
Cost of sales
Operations and maintenance
Depreciation and amortization
Property and other taxes
Real estate
Total operating expenses
Operating income
Other income (expense):
Interest expense
Capitalized interest
Allowance for equity funds
lnterest and dividend income
(Losses) gains on marketable securities, net
Otheq net
Total other income (expense)
Income before income tax (benefit) expense and equity income (loss)
Income tax (benefit) expense
Equity income (loss)
Net income
Net income attributable to noncontrolling interests
Net income attributable to BHE shareholders
15,715 14,092 13,115
4,072 a \))4,247
(2,107) (2,015) (r,3e7)
( 1,838)
61
104
I 13
(s38)
(e)
1,841)
45
76
lil
14
(420)
(1,854)
139
158
120
l0
30
$ 15,573 $
4,214
15,111 $
3,443
14,621
2,801
19,787 18,614 t7,422
4,769
3,440
2,933
573
4,000
4,5 l8
3,2t0
2,580
555
3,229
4,315
3,176
2,560
535
2,589
l,965
(s83)
43
2,850
403
123
2,507
(5s4)
(151)
2,591
23
2,910
40
2,570
28
$ 2,568 $ 2,870 S 2,s42
The accompanying notes are an integral part of these consolidated flnancial statements.
56
BHE Altalink Ltd.
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
PacifiCorp
Received Services
PacifiCorp
Provided Services
Administrative services under the Intercompany
Administrative Services Agreement ("lASA")
Total
S s 39,833
$$39,833
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
N/A
N/A
N/A
N/A
N/A
(a)
(a)
None
None
None
(a) Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer
to Section VII for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost of
the services.
Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of
BHE Altalink Ltd.
51
BHE Renewables, LLC
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
PacifiCorp
Received Services
PacifiCorp
Provided Services
Administrative services under the Intercompany
Administrative Services Agreement ("lASA")
Total
$4,866 $66,694
$4,866 $66,694
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
(a)
(a)
None
None
None
(a)
(a)
None
None
None
(a) ServicesareperformedundertheIASA.DirectchargesarecalculatedasdescribedinArticle4(a)(i)oftheattachedIASA.Refer
to Section VII for discussion olamounts that were based on allocation factors. The amount in the table above reflects the cost of
the services.
Refer to the financial statements of Berkshire Hathaway Energy Company, the parent company of BHE
Renewables, LLC.
58
CalEnergy Generation Operating Company
Affi liated Transactions
For the Year Ended December 31, 2018
Account Description
PacifiCorp
Received Services
Administrative services under the lntercompany
Administrative Services Agreement ("IASA")
Total
$$18,121
s $18,127
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 [ASA. 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 of
the services.
Ref-er to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of
CalEnergy Generation Operating Company.
59
PacifiCorp
Provided Services
BHE U.S. Transmission, LLC
Affi liated Transactions
For the Year Ended December 31, 2018
Account Description
PacifiCorp
Received Services
PacifiCorp
Provided Services
Administrative services under the Intercompany
Administrative Services Agreement ("IASA")
Total
s 1,199,006 $220,058
$ 1, r ee,006 $220,058
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 perfomed 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 u€re based on allocation factors. The amount in the table above reflects the cost of
the services.
Refer to the financial statements of Berkshire Hathaway Energy Company, the parent company of BHE
U.S. Transmission, LLC.
60
CalEnergy Philippines
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
PacifiCorp
Received Services
PacifiCorp
Provided Services
Administrative services under the Intercompany
Administrative Services Agreement (*lASA")$$1,204
Total $s 1,204
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofretum on assets
N/A
N/A
N/A
N/A
N/A
(a)
(a)
None
None
None
(a) ServicesareperformedundertheIASA.DirectchargesarecalculatedasdescribedinArticle4(a)(i)oftheattachedIASA.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-
Refer to the financial statements of Berkshire Hathaway Energy Company, the parent company of
CalEnergy Philippines.
6t
HomeServices of America, Inc.
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
PacifiCorp
Received Services
PacifiCorp
Provided Services
Employee relocation services
Administrative services under the Intercompany
Administrative Services Agreement ("lASA")
Total
$ r,429,105 S
122,245
$ r,429,105 S t22,245
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofretum on assets
(a)
(a)
(a)
(a)
(a)
(b)
(b)
None
None
None
(a) HomeServices of America, Inc. ("HomeServices") charges PacifiCorp a flat fee of $295 per lump sum relocation, $350 per
homeowner relocation, $400 per union relocation, $895 per renter relocation and $600 per missed referral for its services, plus
the actual costs olservices procured from its vendors and service providers.
(b) Services are performed under the I-ASA. Direct charges are calculated as described in Article 4(a)(i) ol the attached IASA. Refer
to Section VII for discussion olamounts that were based on allocation factors. The amount in the table above reflects the cost of
the services.
The following items are excluded from the table above:
. Services provided by HomeServices to Bridger Coal Company in the amount of $143,021
Refbr to the financial statements of Berkshire Hathaway Energy Company, the parent company of
HomeServices of America, Inc.
62
Kern River Gas Transmission Company
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
PaciliCorp
Received Services
PacifiCorp
Provided Services
Natural gas transportation services (o)
Administrative services under the lntercompany
Administrative Services Agreement ("lASA"; tt't
s 3,072,669 S
t04 28,367
Total $ 3,072,773 $28,367
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)
(b)
(b)
None
None
None
(b)
(b)
(b)
(b)
(b)
(a) Natural gas transportation services are priced at a tariffrate on flle with the Federal Energy Regulatory Commission ("FERC"),
or as priced in a negotiated rate transportation service agreement filed with and approved by the FERC.
(b) ServicesarepertbrmedundertheIASA.DirectchargesarecalculatedasdescribedinArticle4(a)(i)oltheattachedIASA.Ref'er
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 the Kern River Gas Transmission
Company FERC Form 2 for the year ended December 3l, 2018 at www.berkshirehathawayenergyco.com.
63
KR Holding, LLC Gonsolidated
Balance Sheets
December 201 8
(ln thousands)
December
2018
December
2017
Assets
Cunent assets:
Cash and cash equivalents
Restricted cash and short-term investmenls
Receivables, net
Amounts due from affiliates
lnventories
Derivative contracts
Regulatory assets
Other cunent investments
Other cunent assets
Total current assets
$23,840
1,457
21,14s
4,438
12,477
2,668
83'l
212
5 069
s 7,766
1,437
23,747
5,437
1 1,097
823
835
2 090
72,134 53,232
Property, plant and equipment:
Property, plant and equipment
Accumulated depreciation and amortization
Construction in progress
Total property, plant and equipment, net
Other assets:
Goodwill
Regulatory assets
Other investments
Restricted cash and long-term investments
Defened charges and other assets
Total other assets
Total assets
2,855,243
(1,355,756)
5 956
2,878,355
(1 ,312,016)
4 222
1,545,444 1,570,561
33,900
94,710
1,491
13,323
7 386
33,900
79,639
1,182
12,335
7 035
1 50 809 134 090
$ 1,768,387 $ 1,757,883
Liabilities and Eouitv
Cunent liabilities:
Accounts payable
Amounts due to affiliates
Accrued property, income and other taxes
Accrued employee expenses
Derivative contracts
Regulatory liabilities
Other cunent liabilities
Total cunent liabilities
$17,636' 759
6,1 90
1,604
$4,104
750
8,400
1,397
71I 197
75
6 060
34,458 20,786
Regulatory liabilities
Defened income taxes
Other long{erm accrued liabilities
Total liabilities
540,850
230,969
16 666
548,433
219,061
14 705
822,943 802,986
Equity:
Common stock
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income (loss), net
Total equity
Total liabilities and equity
't,252,224
(308,776)
1 997
1,224,324
(270,042)
616
945,444 s54,897
$ 1,768,387 $ 1,757,883
Retained Earninos S ummarv
Beginning retained eamings
Net income (loss)
Dividends paid
Ending retained earnings
$(270,039)
161 ,263
(200,000)
$(1s8,2s7)
101,217
(172,e62)
$ (s08,776)
64
$ (270,042)
KR Holding, LLC Consolidated
Statement of Operations
For tha periods ended December 2018
(ln thousands)
Operating revenue
Operating expenses:
Operations, maintenance, administration and
general
Depreciation and amortization
Property and other taxes
Total operating expenses
Operating income (loss)
Other income (expense):
Capilalized interest
Allowance for equity funds
lnterest and dividend income
Gain (loss) on marketable securities
Other, net
Total other income (expense)
lncome (loss) before income tax
lncome tax expense (benetit)
Net income (loss)
$ J12,817
49,1 95
43,981
11 751
104,927
207,890
(1)
376
378
(140)
1 408
2 021
209,9't 1
48,648
$ 161,263
65
MHC Inc.
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
PacifiCorp
Received Services
PacifiCorp
Provided Services
Administrative services under the lntercompany
Administrative Services Agreement ("lASA")$49993s $
Total $499,935 $
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofretum on assets
(a)
(a)
None
None
None
N/A
N/A
N/A
N/A
N/A
(a) Servicesareperformedunderthe[ASA.DirectchargesarecalculatedasdescribedinArticle4(a)(i)oltheattachedIASA.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 3 l, 2018 (File No. 333-90553) at www.sec.gov.
66
MHC INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in millions)
ASSETS
As of December 31,
2018 2017
Current assets:
Cash and cash equivalents
Accounts receivable, net
I ncome taxes receivable
Inventories
Other current assets
Total current assets
Property, plant and equipment, net
Goodwill
Regulatory assets
Investments and restricted investments
Receivable from affi liate
Other assets
Total assets
$$1
JOJ
204
90
172
346
51
245
135
t6,111
1,210
213
7t0
429
l19
658 949
t4,221
1,270
204
730
431
233
$ 19,630 $ 18,038
The accompanying notes are an integral part of these consolidated financial statements.
61
MHC INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
(Amounts in millions)
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable
Accrued interest
Accrued property, income and other taxes
Note payable to affiliate
Short-term debt
Current portion oflong-term debt
Other current liabilities
Total current liabilities
Long-term debt
Regularory liabilities
Deferred income taxes
Asset retirement obligations
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note l3)
Shareholder's equity:
Common stock - no par value, 1,000 shares authorized, 1,000 shares issued and outstanding
Additional paid-in capital
Retained eamings
Total shareholder's equity
Total liabilities and shareholder's equity
The accompanying notes are an integral part of these consolidated financial statements
As of December 31,
2018 2017
$sls $
53
300
156
240
s00
122
451
48
t33
164
350
128
1,946 1,274
4,881
t,620
2,319
552
310
4,692
I,661
, ??s
528
326
I I,628 10,716
2,430
5 57?
2,430
4,892
8,002 7,322
$ 19,630 $ 18,038
68
MHC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in millions)
Years Ended December 31,
2018 2017 2016
Operating revenue:
Regulated electric
Regulated natural gas and other
Total operating revenue
$2,283 $
110
2,108 $
738
1,985
646
3,053 2,846 2,631
Operating expenses:
Cost offuel and energy
Cost of natural gas purchased for resale and other
Operations and maintenance
Depreciation and amortization
Property and other taxes
Total operating expenses
487
469
813
609
125
434
447
802
500
l19
410
37t
708
479
l2
2,503 2,302 2,080
Operating income 550 544 551
Other income (expense):
Interest expense
Allowance for borrowed funds
Allowance for equity funds
Other, net
Total other income (expense)
(23r)
20
53
3l
(215)
15
4t
39
(1e6)
8
l9
JJ
(127) (120) (136)
Income before income tax benefit
Income tax benefit
423 424
(180)
415
(130)(2s7)
Net income $ 680 $ 604 S s4s
The accompanying notes are an integral part of these consolidated flnancial statements
69
MEC Construction Services Co.
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
PacifiCorp
Received Services
PacifiCorp
Provided Services
Administrative services under the Intercompany
Administrative Services Agreement ("lASA")s 3,494
Total $$3,494
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
N/A
N/A
N/A
N/A
N/A
(a)
(a)
None
None
None
(a) Services are performed under the [ASA. Direct charges are calculated as described in Article 4(axi) of the attached IASA. Refer
to Section VII for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost of
the services.
Refer to the financial statements of MHC Inc., the parent company of MEC Construction Services Co.
10
MidAmerican Energy Company
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
Administrative services under the Intercompany
Administrative Services Agreement ("lASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
$ 4,465,031 $485,465
$ 4,465,03 r $485,465
PacifiCorp
Received Services
PacifiCorp
Provided Services
(a)
(a)
None
None
None
(a)
(a)
None
None
None
(a) ServicesareperformedundertheLASA.DirectchargesarecalculatedasdescribedinArticle4(a)(i)oltheattachedIASA.Refer
to Section VII for discussion ofamounts that were based on allocation factors. The amount in the table above reflects the cost of
the services.
The following items are excluded from the table above:
. Services provided by MidAmerican Energy Company to Bridger Coal Company in the amount of
$5,961.
For further information on the following financial statements, refer to MidAmerican Energy Company's
Form 10-K for the year ended December 31, 2018 (File No. 333-15387) at www.sec.gov.
7l
MIDAMERICAN ENERGY COMPANY
BALANCE SHEETS
(Amounts in millions)
As of December 31,
2018 2017
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable, net
Income taxes receivable
Inventories
Other current assets
Total current assets
$$172
344
5t
24s
134
367
204
90
66t 946
4,201
204
728
233
Property, plant and equipment, net
Regulatory assets
Investments and restricted investments
Other assets
1 6,1 59
213
708
119
Total assets $ r 7,920 $ 16,3 l8
The accompanying notes are an integral part of these financial statements.
72
MIDAMERICAN ENERGY COMPANY
BALANCE SHEETS (continued)
(Amounts in millions)
As of December 31,
2018 2017
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
$s7s $
53
300
240
500
122
452
48
132
350
128
1,790 1,1 l0
Long-term debt
Regulatory liabilities
Deferred income taxes
Asset retirement obligations
Other long-term liabilities
Total liabilities
4,881
1,620
) 7))
552
309
4,692
1,661
2,237
s28
326
I t,474 I 0,554
Commitments and contingencies (Note l3)
Shareholder's equity:
Common stock - 350 shares authorized, no par value, 7l shares issued and outstanding
Additional paid-in capital
Retained eamings
Total shareholder's equity
561
5,88s
561
s,203
6.446 5,764
$ 17,920 $ 16,318
The accompanying notes are an integral part of these flnancial statements
13
Total liabilities and shareholder's equity
MIDAMERICAN ENERGY COMPANY
STATEMENTS OF OPERATIONS
(Amounts in millions)
Years Ended December 31,
2018 2017 2016
Operating revenue:
Regulated electric
Regulated natural gas and other
Total operating revenue
$ 2,283 $2,108 $
729
1,985
640166
3,049 2,837 2,625
Operating expenses:
Cost of fuel and energy
Cost of natural gas purchased for resale and other
Operations and maintenance
Depreciation and amortization
Property and other taxes
Total operating expenses
487
466
8l I
609
t25
434
442
799
500
l19
409
367
708
479
t12
2,498 2,294 2,075
Operating income 551 543 550
Other income (expense):
Interest expense
Allowance for borrowed funds
Allowance for equity funds
Other, net
Total other income (expense)
(227)
20
53
30
(214)
l5
4t
5t
(le6)
8
19
29(124) (r2r)(r40)
Income before income tax benefit
Income tax benefit
421 422
(r83)
410
(r32)(2ss)
Net income s 682 $ 60s $ s42
The accompanying notes are an integral part of these financial statements.
74
Midwest Capital Group, Inc.
Affiliated Transactions
For the Year Ended December 31, 2018
Account 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
PacifiCorp
Received Services
PacifiCorp
Provided Services
2tt$$
$$211
N/A
N/A
N/A
N/A
N/A
(a)
(a)
None
None
None
(a) Servicos are perfbrmed under the [ASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Reler
to Section VII for discussion olamounts that were based on allocation I'actors. The amount in the table above reflects the cost of
the services.
Refer to the financial statements of MHC Inc., the parent company of Midwest Capital Group, lnc.
75
MidAmerican Energy Services, LLC
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
PacifiCorp
Received Services
PacifiCorp
Provided Services
Administrative services under the Intercompany
Administrative Services Agreement ("lASA")s $4,421
Total s s 4,421
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) ServicesareperformedundertheIASA.DirectchargesarecalculatedasdescribedinArticle4(a)(i)oftheattachedIASA.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.
Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of
MidAmerican Energy Services, LLC.
16
Northern Natural Gas Company
Affi liated Transactions
For the Year Ended December 31, 2018
Account Description
Administrative services under the Intercompany
Administrative Services Agreement ("fASA")
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
97,413s1,686 $
$1,686 $97,4t3
(a)
(a)
None
None
None
(a)
(a)
None
None
None
(a) Services are performed under the [ASA. Direct charges are calculated as described in Article 4(a)( i) of the attached I-ASA. Refer
to Section VII for discussion ofamounts that were based on allocation factors. The amount in the table above rellects the cost of
the services.
For further intbrmation on the following financial statements, refer to the Northem Natural Gas Company
Financial Statements fbr the year ended December 3 I , 201 8, at www.berkshirehathawayenergyco.com.
tl
Northern Natural Gas Company
Balance Sheets
(Amounts in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable. net
Accounts receivable from affiliates
Notes receivable from BHE
Transportation and exchange gas receivables
Inventories
Other current assets
Total current assets
Property, plant and equipment, net
Regulatory assets
Other assets
Total assets
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabitities:
Accounts payable
Accounts payable to affiliates
Accrued interest
Accrued property, income and other taxes
Transportation and exchange gas payables
Derivative contracts
Current portion oflong+erm debt
Other current liabilities
Total current liabilities
Long-term debt
Regulatory liabilities
Deferred income taxes
Asset retirement obligations
Other long-term liabilities
Total liabilities
Commitments and contingencies (Notes l0 and l3)
Shareholder's equity:
Series A preferred stock - I ,000 shares authorized, $0.0 I par value, no shares issued and outstanding
Common stock - I 0,000 shares authorized, $ I .00 par value, 1,002 shares issued and outstanding
Additional paid-in capital
Retained earnings
Total shareholder's equity
Total liabilities and shareholder's equity
As of December 31,
2018 2017
$14,749 $
t07 ,77 6
9,246
305,000
16,231
35,657
28,037
2 r ,005
82,148
8,953
l 75,000
14,098
30,038
28,0s7
s16,696
3,359,034
l 16,848
49,424
359.899
3,01 5,628
128,723
45,003
s 4,042,002 { I 549 151
-$71,735 $
l,l9 r
15,804
56,395
14,740
840
54,779
1,401
12,260
52,030
I 1,t67
12,224
I 99,87 I
24,61433,336
194,041 368,346
I ,041,st2
434,362
523,7 t5
33,290
38,921
5qs q??
455,299
495,073
32,367
22,208
2,26s,841 1,969,2t5
I
98 1,868
794,292
I
98 r ,868
s98, l 69
t,77 6,161 r,s80,038
$ 4,042,002 $ 3,549,2s3
The accompanying notes are an integral part of these financial statements
18
Northern Natural Gas Company
Statements of Income
(Amounts in thousands)
Years Ended December 31,
20r8 2017
Operating revenue:
Transportation
Storage
Gas, liquids and other sales
Total operating revenue
Operating expenses:
Operations and maintenance
Cost of gas and liquids sales
Depreciation and amortization
Taxes, other than income taxes
Total operating expenses
Operating income
Other income (expense):
Interest expense, net
Interest income
Other, net
Total other income (expense)
Income before income tax expense
Income tax expense
Net income
s 691 ,550 $
67,545
130,526
590,1 l5
70,774
30,331
889,621 69t.220
299,116
137,987
81,163
s3,424
217,647
34,330
76,909
51,912
s72,290 380.858
311,33t 3t0,362
(4l,s l3)
8,455
12,402
(38,2 r 3)
4,439
12,862
(20,656) (20,e12)
296,67s
70,552
289,450
I I 8,830
$ 226,123 S 170,620
The accompanying notes are an integral part ofthese financial statements
t9
Northern Powergrid Holdings Company
Affiliated Transactions
For the Year Ended December 310 2018
Account Description
PacifiCorp
Received Services
PacifiCorp
Provided Services
Administrative services under the Intercompany
Administrative Services Agreement ("lASA")$$53,801
Total $$53,801
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofretum on assets
N/A
N/A
N/A
N/A
N/A
(a)
(a)
None
None
None
(a) Servicesareperformedunderthe[ASA.DirectchargesarecalculatedasdescribedinArticle4(a)(i)oftheattached[ASA.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.
Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of
Northem Powergrid Holdings Company.
80
NV Energy, Inc.
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
Operational support 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 ofretum on assets
PacifiCorp
Received Services
PacifiCorp
Provided Services
$$172.998
I 16,005820
$820 $289,003
(a)
(a)
None
None
None
(a)
(a)
None
None
None
(a) Services are performed under the IASA. Direct charges are calculated as described in A(icle 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 of
the services.
NV Energy, Inc. is a holding company that wholly owns Nevada Power Company and Sierra Pacific Power
Company. NV Energy is an indirect wholly owned subsidiary of Berkshire Hathaway Energy Company.
For further information refer to Berkshire Hathaway Energy Company's Form l0-K for the year ended
December 31,2018 (File No.00l-14881) at www.sec.gov.
8l
Nevada Power Company
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
Electricity transmission services
Transmission anci I lary services
Wholesale energy purchases
Wholesale energy sales
Settlement ad.iustment
Operations and maintenance on Harry Allen substation(u)
Administrative services under the Intercompany
Administrative Services Agreement ("lASR"1 t"l
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 PacifiCorp
ReceivedServices ProvidedServices
1,503,454 $
178,452
836,948
454,555
(3,4 r3)
39,780
r 50,07 r 67,328
$ 2,705,292 $ 1,032,355
$488,271
22,201
(b)
(b)
(b)
(b)
(b)
(b)
(b)
(b)
(b)
(b)
(c)
(c)
None
None
None
(c)
(c)
None
None
None
(a) In previous years, PacifiCorp paid Nevada Power Company ("Nevada Power") ior the construction of transmission assets to be
used by PacifiCorp at Nevada Power's Harry Allen substation. These assets are owned by Nevada Power and are recorded in
PacihCorp's plant-in-service as intangible assets in the gross amount of $18,052,846 ($12,11,829 net of accumulated
depreciation) as of December 3 I , 20 I 8. PacifiCorp pays Nevada Power for its share of the costs to operate and maintain these
assets.
(b) Electricity transmission services and transmission ancillary services provided by Nevada Power are priced pursuant to Nevada
Power's Open Access Transmission Tariff("OATT"). Electricity transmission services provided by PacifiCorp are priced based
on a formula rate on file with the Federal Energy Regulatory Commission ("FERC"). Transmission ancillary services provided
by PacifiCorp are priced pursuant to PacifiCorp's OATT Schedules. Wholesale energy purchases and sales are priced based on a
negotiated rate capped by the selling entity's cost.
(c) ServicesareperformedundertheIASA.DirectchargesarecalculatedasdescribedinArticle4(a)(i)oftheattachedIASA.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 Nevada Power Company's Form l0-
K for the year ended December 3 l, 2018 (File No. 000-52378) at www.sec.gov.
82
NEVADA POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(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
Long-term debt and financial and capital lease obligations
Regulatory liabilities
Deferred income taxes
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note l2)
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
Total liabilities and shareholder's equity
The accompanying notes are an integral part of the consolidated financial statements.
As of December 31,
2018 2017
$1ll $
240
6l
39
68
57
238
59
28
44
519
6,868
878
.tt
426
6,877
941
35
$ 8,302 S 8,279
$187 S
38
30
49
520
67
29
156
50
63
9l
842
t)
l6
920 r,291
2,233
1,030
767
280
2,296
1,137
749
296
5,398 5,601
2,308
600
(4)
2,904 2,678
$ 8,302
2,308
374
(4)
u3
_$_8,27e_
NEVADA POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in millions)
20t8
Years Ended December 31
2017 2016
$ 2,184 $ 2,206 $ 2,083Operating revenue
Operating costs and expenses:
Cost of fuel, energy and capacity
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
9t7
443
331
4t
902
391
308
40
168
391
303
38
1,738
446
1,641 1,s00
565 583
70)((7e)
I
1
23
l 8s)
4
2
21
2
J
1
(r48)(1s4)(ls8)
298 4tl
156
425
14672s 226 _$ 2ss_ _$ 27e
The accompanying notes are an integral part of these consolidated financial statements.
84
Sierra Pacific Power Company
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
Electricity transmission services
Transmission anci I larl services
Electricity transmission service over agreed upon facilities
Wholesale energy purchases
Reserve share
Operations and maintenance
Administrative services under the Intercompany
Administrative Services Agreement ("IASa"; tul
$$
PacifiCorp
Received Services
340,338
26,138
1 r,566
3,164
268
PacifiCorp
Provided Services
r,468
33,141
5,260
8,1 15
1'7 ) 1)
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofretum on assets
s 382,014 $R\ )))
(a)
(a)
(a)
(a)
(a)
(b)
(b)
None
None
None
(a)
(a)
(a)
(a)
(a)
(b)
(b)
None
None
None
(a) Electricity transmission services and transmission ancillary services provided by Siena Pacific Power Company ("Siena
Pacific") are priced pursuant to Sierra Pacific's OATT. Transmission ancillary services provided by PacifiCorp are priced
pursuant to PacifiCorp's OATT Schedules. Electricity transmission services over agreed-upon facilities are priced based on a rate
schedule negotiated per the contract between PacifiCorp and Sierra Pacific. Wholesale energy purchases and sales are priced
based on a negotiated rate capped by the selling entity's cost. Reserve share is at standard pricing based on the Nofihwest Power
Pool Reserve Sharing Agreement. Operations and maintenance costs are ultimately based on PacifiCorp's share of actual
operations and maintenance costs incurred.
(b) Services are performed under the IASA. Direct charges are calculated as described in Artisle 4(a)(i) of the attached IASA. Ref'er
to Section VII ibr discussion ofamounts that u,ere 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 Sierra Pacific Power Company's
Form l0-K for the year ended December 3 l, 2018 (File No. 000-00508) at www.sec.gov.
85
SIERRA PACIFIC POWER COMPANY
BALANCE SHEETS
(Amounts in millions, except share data)
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
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
Long-term debt and financial and capital lease obligations
Regulatory liabilities
Deferred income taxes
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note l2)
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 eamings (accumulated deficit)
Accumulated other comprehensive loss, net
Total shareholder's equity
Total liabilities and shareholder's equity
The accompanying notes are an integral part of the financial statements.
As of December 31,
2018 2017
$7t $
r09
52
7
24
4l2
49
32
t7
263 2t4
2,892
300l
2,984
314
8
$ 3.s69 $ 3.4 13
$116 $
13
t4
t8
J
18
t5
92
l4
10
l9
2
l5
t2
197 164
1,155
491
331
l3l
1,152
481
330
tt4
2,305 2,24t
l,1l I
153
l,l I I
62
(1)
1,264 1.172
_$_3,s6e_$ 3,413
86
SIERRA PACIFIC POWER COMPANY
STATEMENTS OF OPERATIONS
(Amounts in millions)
Years Ended December 31,
2018 2017 2016
Operating revenue:
Electric
Natural gas
Total operating revenue
$7s2 $
103
7r3 $
99
702
ll0
855 812 812
Operating costs and 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
322
49
t90
l19
23
268
42
t61l4
24
265
55
169
118
24
703 615 631
Operating income 152 197 l8l
Other income (expense):
Interest expense
Allowance for borrowed funds
Allowance for equity funds
Other, net
Total other income (expense)
(44)
I
4
9
(43)
2
3
5
(s4)
4
(1)
-t
(30)(33)(48)
Income before income tax expense
Income tax expense
Net income
122
30
t64
55
133
49
$92$r09 $84
The accompanying notes are an integral part of these financial statements
87
PPW Holdings LLC
Affi liated Transactions
For the Year Ended December 31, 2018
Account Description
PacifiCorp
Received Services
PacifiCorp
Provided Services
N/A $s
Total $$
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
During the year ended December 31, 2018, PacifiCorp paid dividends of $450,000,000 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 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 BHE, and
BHE remits any federal income tax payments to Berkshire Hathaway lnc. Under this arrangement, at
December 31,2018, PPW Holdings LLC did not have any taxes payable to PacifiCorp, and Pacific
Minerals, Inc. did not have any taxes payable to PPW Holdings LLC.
88
PPW HOLDINGS LLC
BALANCE SHEET
December 31, 2018
(Amounts in thousands)
ASSETS
Current assets:
Accounts receivable, net
Amounts due from affiliates
Total current assets
Investment in subsidiaries
Goodwill
Other assets
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
Income taxes payable
Total current liabilities
Equity:
Common stock
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income, net
Total equity
Total liabilities and equity
s 3,45 5
3,455
7,855,277
t,t26,642
33,081
$ 9,018,455
s 25
(3r3)
(288)
6,217,086
2,798,270
3,387
9,018,743
$ 9,0 r 8,455
89
PPW HOLDINGS LLC
STATEMENT OF OPERATIONS
For the Year Ended December 31, 2018
(Amounts in thousunds)
Operating revenue Operating s
costs and expenses:
Operations and maintenance
Total operating costs and expenses
25
25
Operating income (2s)
Other income (expense):
Interest income
Other
Total other income (expense)
2,208
738,015
740,223
Income before income tax benefit
Income tax benefit
Net income
740,198
602
739,596
Net income attributable to noncontrolling interests
Net income attributable to common shareholders
162
$739,434
90
Fossil Rock Fuels, LLC
Affiliated Transactions
For the Year Ended December 31, 2018
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
s$
$s
N/A
N/A
N/A
N/A
N/A
NiA
N/A
N/A
N/A
N/A
Fossil Rock Fuels, LLC ("Fossil Rock") is a wholly owned subsidiary of PacifiCorp
During the year ended December 31, 20 18, Fossil Rock paid earnings dividends of $2,663,000, and return
of capitaldividends of $2,668,000 to PacifiCorp.
9l
Current assets:
Cash and cash equivalents
Accounts receivable, net
Total current assets
Total assets
Equity:
Common stock
Additional paid-in capital
Retained earnings
Total equity
Total liabilities and equity
FOSSIL ROCK FUELS, LLC
BALANCE SHEET
December 31, 2018
(Amounls in thousands)
ASSETS
LIABILITIES AND EQUITY
$J
25,000
$
25,003
25,003
$
2s,002
I
2s,003
$25,003
92
Operating revenue
Operations and maintenance
Notes receivable-noncurrent
Other income (expense):
Interest income
Total other income (expense)
Loss before income tax benefit
lncome tax beneflt
Net income
FOSSIL ROCK FUELS, LLC
STATEMENT OF OPERATIONS
For the Year Ended December 31, 2018
(Amounts in lhousunds)
$
4
(4)
2.661
2,661
2,663
s 2,663
93
Interwest Mining Company
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
PacifiCorp
Received Services
PaciliCorp
Provided Services
Administrative support services
Financial support services and employee benefits
$26,992 $
67,233
Total $26,992 $67,233
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofretum on assets
(a)
(a)
None
None
None
(b)
(b)
None
None
None
(a) Under the terms of a services agreement between PacifiCorp and Interwest Mining Company ("krterwest Mining"),
administrative support services provided by lnterwest Mining are fully absorbed by PacifiCorp and its affiliates, and charges ior
the services are based on labor, benefits and operational cost. No profit is allowed.
(b) Costs incuned by PacifiCorp on behalf of subsidiaries are charged at direct cost. Labor is charged at PacifiCorp's f'ully loaded
cost plus administrative and general expense.
Interwest Mining is a wholly owned subsidiary of PacifiCorp.
94
Current assets:
Amounts due from affiliates
Total assets
Equity:
Common stock
Additional paid-in-capital
Total equity
Total liabilities and equity
INTERWEST MINING COMPANY
BALANCE SHEET
December 31, 2018
(Amounls in thousands)
ASSETS
LIABILITIES AND EQUITY
$
$
$
95
Pacific Mineralso Inc.
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
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(a)
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 III lor information regarding loans and associated interest between PacifiCorp and Pacific Minerals, Inc.
c'PMr').
The following items are excluded from the table above:
. 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 66.67Vo share ofthis
payroll expense in the cost offuel.
PMI is a wholly owned subsidiary of PacifiCorp that holds a 66.6'l%o ownership interest in Bridger Coal
Company
During the year ended December 31,2018, Bridger Coal made equity distributions to PMI and PMI made
equity contributions to Bridger Coal for a net distribution of $58,800,000.
During the year ended December 3 l, 2018, PMI paid a dividend of $ 18,000,000 to PacitiCorp.
PacifiCorp is party to an income tax-sharing arrangement and is part of the Berkshire Hathaway Inc. United
States federal income tax retum. For certain state income taxes, PacifiCorp is part of Berkshire Hathaway
Energy Company ("BHE") combined or consolidated state income tax returns. PacifiCorp's provision for
income taxes has been computed on a stand-alone basis. PacitiCorp 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. Under this arrangement, at
December 3 I, 2018, PMI did not have any taxes payable to PPW Holdings LLC.
96
Current assets:
Cash and cash equivalents
Amounts due from affiliates
Other current assets
Total current assets
Investment in unconsolidated subsidiaries
Total assets
PACIFIC MINERALS,INC.
BALANCE SHEET
December 31, 2018
(Amounls in thousands)
ASSETS
LIABILITIES AND EQUITY
$7,349
40,437
(8)
47,778
99,757
s 147,535
Cunent liabilities:
Accounts payable
Amounts due to affiliates
Accrued employee expenses
Accrued property and other taxes
Total cunent liabilities
Deferred income taxes
Total liabilities
Equity:
Common stock
Additional paid-in capital
Retained eamings
Total equity
Total liabilities and equitl'
$63
5,293
3,194
93
8,643
(s.449\
3,194
47,960
96,381
t44,341
$ r47,s35
97
Operating revenue
Operating costs and expenses:
Taxes other than income taxes
Operating loss
Other income (expense):
Interest expense
lnterest income
Other
Total other income (expense)
Income before income tax expense
Income tax expense
Net income
PACIFIC MINERALS, INC.
STATEMENT OF OPERATIONS
For the Year Ended December 31, 2018
(Amounls in lhousunds)
$
3l
(3 1)
( 10)
291
21,424
2t,705
21,674
3,900
$t1 774
98
Bridger Coal Company
Affi liated Transactions
For the Year Ended December 31, 2018
Account Description
Coal purchases(u)
Information technology and administrative 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
$ 149,220,168 $
t.409,166
$ 149,220,t68 $ 1,409, r 66
PaciliCorp
Received Services
PaciliCorp
Provided Services
(b)
(b)
None, (b)
None
None
(c)
(c)
None
None
None
(a) Represents the cost of coal purchased by PacifiCorp from Bridger Coal Company ("Bridger Coal") during the year ended
December 3 l, 201 8, and is PacifiCorp's 66.670/o share equal to its ownership interest in Bridger Coal. Ret'er also to (b) below.
(b) Although coal purchased from Bridger Coal is priced at Bridger Coal's cost plus a margin, coal purchases are reflected on
PacifiCorp's book at Bridger Coal's cost and any margin is eliminated resulting in both fuel inventory and luel expense being
reflected at Bridger Coal's cost in PacifiCorp's state ratemaking and generally accepted accounting principles books. Costs are
reflected as fuel inventory upon purchase and recognized as fuel expense as consumed.
(c) Costs incurred by PacifiCorp on behalf of Bridger Coal are charged at direct cost. Labor is charged at PacifiCorp's lully loaded
cost plus administrative and general expense.
The following items are excluded from the table above:
. Services provided by Berkshire Hathaway Energy Company to Bridger Coal in the amount of
$112,129.. Services provided by HomeServices of America, [nc. to Bridger Coal in the amount of $ I 43,02 I .
. Services provided by MidAmerican Energy Company to Bridger Coal in the amount of $5,961.
. Employee services provided by Pacific Minerals, Inc. ("PMI") to Bridger Coal. PMI is the entity that
employs the individuals that work for Bridger Coal. PMI charges Bridger Coal for these employees'
services, including labor, pensions and benefits costs. Bridger Coal then inherently charges PacifiCorp
for its 66.67%o share ofthis payoll expense as part ofthe coal purchases shown in the table above.
Bridger Coal Company is a coal mining joint venture of Pacific Minerals, Inc.
During the year ended December 31, 2018, Bridger Coal made equity distributions to PMI and PMI made
equity contributions to Bridger Coal for a net distribution of $58,800,000.
99
Decembe. 3'1, 2018 8ildger Coal
Current Balafrce Cutrent Balance
ASSETS
Cash & Tempo6ry lnv6tments
Cash JP Moean Chas
Temporary lnvestmenls
Total Ce3h and T6frporary lnvestments
LIABILITIES
1,8S.597 57
Accounb Payablo - Trade
AP Goods R6erd Noi lnvoid
AP Unpaid lnvoices
,1,09,8179
-1.921 7% 87
-3.195 124 66
-80,661 00
-6 232,397 .57
1.896.597 57 Accrud Selllement Provisions
Total AccounB Payable Trade
Accounts Payable Intercompany
AP ln@ Pacitc Eletic Operalions
AP lnco PacifrCop
Tohl AccounE Payable lntercompany
Pay.oll Liabilitic
Accrud Bonus - AIP Corporate
Accrud Bonus - Other
Total Payron Llabil[i6s
Royalti6s and Taxea Payable
Accrud Royahes - aLM
Accrud Royaltes - ALC
A@rud Royallies - Slate of Wyomrng
Produdion Tax Payable - Severance
Produclion Tax Peyable - Wyomrng Enradion
AR Trade Return lo Vendors
AR EmployeTravelAdvan
AR Trade Other
5,859,106.00
330,910 80
0.00
000
-3,677,625.43
,3,928,93.396.190,016.80
AccounE R&eivablo lntsrco
0.m
1 1,718,250 00
11,718,250.OO
000
-211.274.70
-21 1,274 70
Coal lnvontory
Sudace Coal
Commingld Coal
UG CM/LW Coal
lnvenloid Coal Prducton Ta/Royalties
Tohl Co.l lnvsntory
iralerial and Suppli6 lnventory
Matsials and Suppl6 lnvstory- Sudae
Matedals and Suppli€s lnvstory- Underground
Mateials and SupplEs on Consignmenl
Materials and Supplies Return Exchange Loaner
Materials and Supplies lnaclive Obsolele Reserue
Materials and Supplies lnventory Cleaing
ToEl Mat€il.| and Supplies lnventory
Prepayments and Other CurEnt A$eb
OlhCurtuserPrepard Erpmses
OthCurtuserDiesel Clearing
OlhCurAsseUGasoline Clearing
OthCuilsseUNonlssue Slod Cleadng
OthCurAsseUEmulsion Clearing
OtlCurAsseUKLS EPS Clearing
OthCurAsseUPrill Clearing
OthCurAsseUComponents Clearing
OthCudsseUSuspense
Total Prcpay! e Other CurEnt &eE
P@perty Plant & Equipment
Land
Land hprovffienls
Mine Dwdopment
Buildings & lmprovements
Capilalizd lnte.sl
Mining Equipment
Offie Furndure 8 Equipment
Computer Hardware 8 Sotuare
OtherEquipment
Minsal Rights
Sub-Tobl Prope.ty Plant and Equipm€nt
Accumulated Oop.@iation
AO Land lmprovemenls
AO Mine Developmenl
AO Buildings & hprovements
AO Capilalizd lnlerest
AD Haul Roads
AD Mining Equipmenl
AD Ofre Furndure E Equipmetrl
AD Computer Ha.dware E SoMre
AD Oher Equipmenl
AD Mineral Righls
Sob-Total Accumulated O€preciation
Total Prop6ny, Plant & Equipmenr
Conatruction Work ln Prccg56
CWIP Capilahzatons
Tobl Conltrucrion Woft in ProgBg
Other Non-Cumnt A3sets
Defsrd Longwall
Relamalion Trust Fund
Rtrlamaton Trust Earnings
Rdamalion Trust Tax Withheld
523,S82.33
000
26 153,082 85
2,525,719 S
29,202,7U U
,3,724 356 46
,135 201.16
s,200 32
997,419 98
10.$7,0m 6
274,574 32
-180,43 00
-757,680.60
270,946.m
16,983,925.99
9,4$,983 6
6,485,131 74
000
766.13
000
000
Produdion Tar Payable - BlacI Lung
Ia6 Payable - ProFdy
Taxes Payable - Sales & Use
Total Tar€ Payeble
Other Non-Curr6nt Liabilitiga
Produdion Tax Long Term
ARO Reg Liab Unrslizd Earnings
ARO Regulalory Liability
ARO Liabilily
-4,y0,693.01
8,65,257 05
48.559,895 S
-162.m421 80
15 S82,880 93
0.00
0m
0m
0.m
0.m
0m
000
0m
2,998.78
Total-Liabilities
Equity
Owner's Equity - Comoon Stock
-224,637 ,267 .A2
-2s1,ss3419!1
2,998 78
Common Slock
Tobl Owns/s Equiry - Common Stock
Contributions
Conldbulions ' Padfic Mrnerals lnc
Conlributions - ldaho Energy R6our@s
000
&,s0,m0 006,21 r 00
12,207.676 14
20,253,217 .03
45,969,99.26
410,399.65
15.370,873 97
172,686,439.S
148,r9,162 60
160,487 65
4.022.252 16
12.$5,718 88
15.520,571 88
47.147,975 18
-32,450,000 00
-97,350 000 00
Distributions
Disribulions - Pacifrc Minerals lnc.
Distibulions - ldaho Energy Resources
Total Di.hlbutlon.
Retained Eamlngs
Relaind Earnings
Curent Year ln@me
Rdahd Eemings Pacific Manerals lnc.
Rdaind Eamings ldeho EnsW Rsur6
123.700,000 00
61,850,000 00
18s.550,000 00
9,121,792 49
-13,789,978.23
-31,455,112 19
,304,756.59
12,103,205 91
-136,438,617 15
-105,701,140 63
-137,il.63
,3.728,623.07
,9,381,674.40
-8,607,392 29
-330,769,937.58
1 16,378,037.60
Total Equity
Total Liabilities and Equity
-32.136.395 04
137.132,608 &
-68,566,303 97
-237,835 307 05
-149,635,307 05
____4\ffilllE
5,741,672 26
5.184.1S 82
597.475 4
R*lamalon Trust Drawdown
R*lamaton Trust Adtl Conribulions 2010
Assel Retiremenl Oblgation
ARO - A@umulatd D€prsiaiion
Employe Housing Projet
Tobl Other Non-Curent Assets
Total - Assets
2,5213%.70
38,520,236 92
112,245 924 35
-5 757 510 90
8 636 257 05
-1 19,930 032 92
68,130,473 30
179.324.009 m
-&,208.513 m
177,4S.m
219,659,675.16
-s-'ffi111::1
100
Oecember 31 , 20'18
Current Year lncome
Coal Sales Revenue
Revenue Coal PP& L
Revenue Coal ldaho Power
Total Coal Sales Revenue
Other Operating Revenue
Miscellaneous Other
Gain Loss on Sale ofAssets
Third Party lnterest
Total Other Operating Revenue
Total Revenue
Operating Expense
Labor
AIP Bonus
Payroll Overhead
Employee Related
Materials & Supplies
Equipment
Outside Seruices
Administrative Other
Charge Outs
Total Operating Expense
Non-Operating Expense
Depreciation and Amortization
Royalties
Taxes Other Than lncome
Managerent Fee
Asset Abandonment
Total Non-Operating Expense
Total Expense
Profit Before Minority lnterest and Taxes
Bridger Coal
Company
Current Balance
-1 70.703,989.00
-81,763,262.00
-252.467.251.O0
0.00
107.518.20
-s9,466.61
-1 66.984.81
-252.634.235.81
39,31 6,649.09
991 ,627.25
10,931 ,88'1.56
'1,351 ,909.14
52,81 6,203.66
0.00
1 2,066,950.83
1,057,590.12
27 ,091.879.73
145,624,691.38
30.333,21 2.83
22,422,734.72
21,207 ,601.84
909,600.00
0.00
74,873.149.39
220,497,840.77
-32,1 36.395.04
lnterest Expense
Other lnterest lncome
Minority lnterest
Total lnterest and Other
lncome Before Federal lncome Taxes
Federal lncome Taxes
Current Federal lncome Tax
Deferred Federal lncome Tax
Total Federal lncome Taxes
Net lncome
0.00
0.00
,32,1 36,395.04
0.00
-32,1 36,395.04
r0r
Trapper Mining Inc.
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
Coal purchases(u)
Board ofdirectors fees and associated board meeting
costs
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp
Received Services
$ 14,068,819 $
PacifiCorp
Provided Services
7,036
$ 14,068,819 $7,036
(b)
(b)
None, (b)
None
None
(c)
(c)
(c)
(c)
(c)
(a) Represents the cost of coal purchased by PacifiCorp from Trapper Mining Inc. during the year ended December 3 I , 20 I 8. Ret-er
also to (b) below.
(b) Although coal purchased from Trapper Mining Inc. is priced at Trapper Mining [nc.'s cost plus a margin, coal purchases are
reflected on PacifiCorp's books at Trapper Mining Inc.'s cost and any margin is eliminated resulting in both fuel inventory and
fuel expense being reflected at Trapper Mining Inc.'s cost in PacifiCorp's state ratemaking and generally accepted accounting
principles books. Costs are reflected as luel 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 meetings
plus lodging expenses.
During the year ended December 3 I, 20 18, Trapper Mining Inc. paid a dividend of $ 145,028 to PacifiCorp.
102
Trapper Mining lnc.
Consolidated Balance Sheet
December 31,2018
(Unaudited)
Assets:
Current Assets:
Cash & Cash Equivalents
Accounts Receivable
lnventories
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' Equity:
Current Liabilities:
Accounts Payable
Accrued Payroll Expenses
Accrued Production Taxes
Accrued Royalties
Current Portion Asset Retirement Liability
Total Current Liabilities
Asset Retirement Liability
Black Lung Liability
Total Liabilities. . . . .
Members'Equity
Paid in Capital @ llll98
Patronage Equity - Prior Year
Non-Patronage Equity - Prior Year
Patronage Equity - Current Year
Non-Patronage Equity - Current Year
Total Members'Equity
Total Liabilities and Members' Equity. .
$22,532,371
3,637,620
6,388,403
3,889,048
269,067
s 36,7 r6,509
$ 17,748,984
2,834,81s
t31,436,326
s 152,020,125
( l 22,843,808)
$29,176,317
1,445,533
30,621,850
t3,662,236
500,000
70,000
S 3,007,312
3,994,501
t,199,998
269,067
S 8,470,878
t5,107,769
220,920s 23,799,s67
20,324,92s
32,686,17 t
2,759,667
2,019,599
( l 9,334)
$ 57,771,028
$ 8l,570,595
S
S
r03
$ 8l,570,595
TRAPPER MINING INC
CONSOLIDATED NET INCOME
AS OF: DECEMBER 31, 2018
NET INCOME
YEAR TO DATE
TRAPPER MINING
WILLIAMS FORK MINING
WILLIAMS FORK LAND
NET TNCOME (LOSS) BEFORE TAX
CURRENT TAX PROVISION
TOTAL TAX PROVISION
NET TNCOME (LOSS) AFTER TAX
SALT RIVER
TRI-STATE
PACIFICORP
PLATTE RIVER
SALT RIVER
TRI-STATE
PACIFICORP
PLATTE RIVER
2,144,123.t0
(33,528.40)
(124,s24.23)
$1,986,070.47
I 4, I 95.00
14.195.00
2,000,26s.47
32.10%
26.57%
21.40%
19.93%
32.10%
26.57%
2t.40%
19.93%
(6,206.20)
(s, r37.03)
(4,137.46)
(3,8s3.2s )
TOTAL NONPATRONAGE TNCOME (LOSS)( r e,333.e4)
648,291.41
536,607.56
432,194.28
402,506.16
TOTAL PATRONAGE TNCOME (LOSS)
TOTAL INCOME (LOSS)
2,019,599.4 r
2,000,265.47
104
PacifiCorp Foundation
Affiliated Transactions
For the Year Ended December 3L, 2018
Account Description
PacifiCorp
Received Services
PacifiCorp
Provided Services
Administrative support servlces $$164,9 t 8
Total $$r 64.918
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
NiA
N/A
(a)
(a)
None
None
None
(a) Costs incurred by PacifiCorp on behalfofaffiliates are charged at direct cost. Labor is charged at PacifiCorp's lully loaded cost
plus administrative and general expense.
105
PacifiCorp Foundation
Statement of Financial Position
(in dollars)
(Unaudited - lnternal Use Only)
12t31t2018
Assets
Cash $ 35,606
Restricted investments:
Cash and cash equivalents
lnterest receivable
Receivable for investment sold
State Street investments
Total restricted investments
20,653
45
45,136,908
45,157,606
Total assets 45,193,213
Liabilities:
Accounts payable
Grants payable
Total liabilities
19,434
40,000
59,434
Net assets $ +s,t 33,779
106
PacifiCorp Foundation
Statement of lncome and Changes in Net Assets
For the Year Ended December 31, 2018
(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
Miscellaneous income: security litigation income
Total revenues/(losses) and contributions
Expenses:
Grants:
Health, welfare and social services
Education
Culture and arts
Civic and community betterment
Giving campaign match
Matching gift program
Small community capital projects
Rocky Mountain Power Foundation special grants
Pacific Power Foundation special grants
Global Days of Service
Other Community Pledge
Grants expensed in prior periods
Totalgrants
Administrative expenses
lnvestment management fees
Taxes
Bank fees
Total expenses
Net assets increase (decrease)
Net assets beginning of period
Net assets end of period
Year-to-Date
$2,326
1,024,857
260,459
(4,309,051)
5,441
(3,015,968)
396,750
419,515
229,000
201,250
286,477
91,265
155,128
25,000
30,000
80,453
200,000
(220,000)
1,894,838
214,812
5,265
10,400
3,395
2,128,711
(5,144,679)
50,278,457
$ 45,133,779
t07
Cottonwood Creek Consolidated Irrigation Company
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
PaciliCorp
Received Services
Annual assessment fbes $328,313 $
Total $328,313 $
PacifiCorp
Provided Services
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) Undersection50l(c)l2ofthelntemalRevenueCode,CottonwoodCreekConsolidatedlrrigationCompanyoperatesatcost.
At December 31,2018, PacifiCorp's plant-in-service included the following assets related to Cottonwood
Creek Consolidated Irrigation Company: $6,052,845 ($4,820,479 net of accumulated depreciation) for a
water supply project (including allowance fbr funds used during construction and capital surcharge) and
$65,43 I (527,2 l8 net of accumulated depreciation) for water rights.
108
Account Name
Cottonwood Creek Consolidated lrrigation Company
Balance Sheet
December 31,201,8
Beginning
Balance Receipts Disbursements
Ending
Balance
Zions Bank - Payroll
Zions Bank - Construction
Zions Bank - Operating
Wells Fargo - Construction
MM - Zions Bank
MM - General Fund
Accounts Receivable
Certificate - Wells Fargo
Short Term - Wells Fargo
Property & Equipment
lnventory
Accounts Payable
Loan UT Water Resources
Totals
L,387
43,152
441,,41,6
2,000
927,836
229,4s3
42,433
10,150
1.,162
30,597,6L8
13,875
(3so)
(s,634,2411
39,572
1.29,244
394,342
2,s27
725,8L6
528,577
15
350
257,308
39,400
ts2,333
388,966
7,290
535,359
1,500
20,063
446,792
1,500
917,O73
355,269
35,646
10, L55
7,272
30,597,618
13,875
(s,376,933)
500
450501
26,669,892 7,478,186 1,124,298 27,023,78L
109
Cottonwood Creek Consolidated lrrigation Company
lncome Statement
For the Year Ended December 31, 2018
Account Name
Beginning
Balance Receipts Disbursements
Ending
Balance
General Fund
Loan Payment
lnterest Earnings
Stock Water Pipeline
Project Water Fund
River Commissioner
Swasey Ditch
Stock Corral
Peacock Ditch
Joe's Valley/Black Caynon
Fund Adjustment Account
3s6,951 58,113
276,000
3,520
9,700
22,424
47,785
276,OOO
373,288
13,857
41-,691-2t,153
22,424
4,742
17,378
30,238
19,637
3,23s
775
6,769
(18,930)
26,212,264
89s
14,895
4,731
175
2,474
7,795
257,308
8,543
(11,13s)
26,469,572
26,635,067 638,229 366,280 25,907,0tt
o&M
O&M lrrigation
Mammoth Canal
Clipper/Western Canal
Blue Cut Canal
34,831 55,819
6,331
70,741.
7,O52
73,943
55,819
6,331
70,747
1.,O52
73,943
34,831
34,831 34,83L
O&M Reservior 3,600 3,600
TotalO&M 34,837 77,543 77,543 34,83'J.
Construction
Project Capitalization
C&W
Adobe Wash Reservior
Blue Cut
Upper Mammoth
Lower Mammoth
Total Construction
92,476
2,298
95,287
90,304
7,51.6
20,000
5,997
500
13,144
2,772
(5,218)
75,287
(s,997)
1,698
13,997
2,299
27,t4L
219,501 137 561 81,939
Grand Total 26,569,892
110
93s,273 581,384 27,023,787
Ferron Canal & Reservoir Company
Affiliated Transactions
For the Year Ended December 31, 2018
Account Description
Annual assessment fees
Payment for water rights (u)
Credit received(o)
PacifiCorp
Received Services
PacifiCorp
Provided Services
s 669,r 13 $
613,221
(227,427)
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
$1,054,907 $
(b)
(b)
None
None
None
NiA
N/A
N/A
N/A
N/A
(a) During the year ended December 3 I , 201 8, PacifiCorp paid for the right to obtain 7,000 acre-feet of water and received a credit
representing PacifiCorp's share ol the water rights payment based on its percentage ownership in Ferron Canal & Reservoir
Company.
(b) Under section 501(c)12 ofthe lntemal Revenue Code, F'erron Canal & Reservoir Company operates at cost.
At December 3 I, 2018, PacifiCorp's plant-in-service included the following asset related to Ferron Canal &
Reservoir Company: 5383,772 ($159,640 net of accumulated depreciation) for water rights.
ill
FERRON CANAL & RESERVOIR CO.
Balance Sheet
As of December 31, 2018
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 Checking/Savings
Accounts Receivable
Accounts Receivable
Total Accounts Receivable
Total Current Assets
TOTAL ASSETS
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Accounts Payable
Accounts Payable
Total Accounts Payable
Other Current Liabilities
Payroll Liabilities
Total Other Current Liabilities
Total Current Liabilities
Total Liabilitaes
Equity
Retained Earnings
Net lncome
Total Equity
TOTAL LIABILITIES & EQUIW
Dec 31,18
225,874.54
1,763,470 80
28.17
1,763,498 97
55'l ,993.68
18,091 .86
269,455.02
2,828,914 07
-1 76
-1.76
),a?a 91? a1
2,828,9',12.31
-130,679 13
-1 30,679.1 3
386 43
386.43
-130,292.70
-'t30,292.70
2,048,172 95
91 1,032.06
2,959,205 01
2,828,912-31
112
FERRON CANAL & RESERVOIR CO.
Profit & Loss
January through December 2018
Total VEHICLES
Total Expense
Net lncome
lncome
INCOME
CERTIFICATE TRANSFERS
MILLSITE REHAB STATE FUNDS
INCOME - Other
Total INCOME
REVENUE
Total lncome
Gross Profit
Erpense
EQUIPMENT
LEASE
TOOLS
Total EQUIPMENT
GENERAL
BOARDMEMBER
DREDGE
INSURANCE
LEGAL NOTICE
LOAN PAYMENTS
OFFICE SUPPLIES
PAYROLL EXPENSES
PERMITS
POWER
TELEPHONE
TRAVEL EXPENSE
WATER/POP/GROCERIES
GENERAL - Other
Total GENEFTAL
IRRIGATION
REPAIRS
SUPPLIES
TOTAI IRRIGATION
MAINTENANCE
BUILDING
EQUIPMENT REPAIRS
FUEL
SUPPLIES
TOTAI MAINTENANCE
MILLSITE REHABILITATION
EMERY COUNTY
MILLSITE REHABILITATION - Other
Total MILLSITE REHABILITATION
Reconciliation D isc repancies
VEHICLES
REGISTRATION
Jan - Dec 18
15.00
1,412,406.19
2,835,709.82
4,248,131.O1
902.959 45
5,151,090.46
5,151 ,090.46
8,400.00
72.89
8.472.89
540 00
12,496.00
29,339.00
30.00
1 63,100.00
3,111 .87
1 19,166.18
211.37
2,703.68
3,387.46
2,112.75
3,095 80
5,865.30
345,159.41
3,866.30
29,803 63
33,669.93
3,1 17 94
7,746,92
13,397.A4
6,613 80
30,876.50
3,763,71'!.36
57,508.00
3,821,219.36
-o.44
660.75
660.75
4,240,058 40
911,032.06
113
Huntington Cleveland Irrigation Company
Affi liated Transactions
For the Year Ended December 31, 2018
Account Description
Annual assessment fees
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp
Received Services
$528,309 $
PacifiCorp
Provided Services
$528,309 $
(a)
(a)
None
None
None
N/A
N/A
N/A
N/A
N/A
(a) Under section 50 1 (c) 1 2 of the h.rtemal Revenue Code, Huntington Cleveland Irrigation Company operates at cosl.
At December 31,2018, PacifiCorp's plant-in-service included the following assets related to Huntinglon
Cleveland Irrigation Company: $22,929,513 ($14,510,75 1 net of accumulated depreciation) for a water
supply project (including allowance for funds used during construction and capital surcharge) and
$l ,41 I ,639 ($489,798 net of accumulated depreciation) for water rights.
l4
TIT ]N'I'I NGT'ON-CLEVEI,AN D IITRI(;ATI()N (:O]II PANI'
STATEIII ENTS OI. FINAN(]IAI, POSI'TION
AS Ol' Dl'.(:lrllBt:R 31.2017 AIJD 2018
'l (Il n L i\l.L FtJtr-DS
2{\7 201 8
ASSI]TS
(]I IITI{I]N'T ASS IITS:
Cash and cirsh cquivalents
Accounts receivable;
Sharcholdcr asscssrnenls
Prepaid Insuran<t
s 737.190 $ 4lr9"tt07
t6,li75
5,849
20,628
7.729
Tolal currcnt asscts $ 760.011 $ 5t8.t64
NONCI,IRRI]N'I' ASSIITS :
I'ixcd Assets:
Land
Eascmcnts
Water riBhls
Vchiclcs
Ot-fice equipment
0ther cquipment
Divcrsion structurcs
St<xagc f-ar.ril ities improvements
lrriBation System
Accurnul aled depreciation
$4t,722
It6.7t8
3,096.469
13.737
5.840
I 3,540
72.t43
4,462,412
56.92-i.942
(6"743.467\
$4t.722
l 16.7 I8
:i.096.469
t2,237
5.It10
14.r89
72.t43
4.797,808
56,925.9,12
(7.q4'7 "278)
'l'qrtzrl mrncurrcnt assets $ s8.005.056 $ 57.t35,790
Total assets s 51r.765.070 $ 57.653,e54
" l'he accompan)-ing notcs arc an integral part of this slalement."
lr5
(Continucd)
II I iNTI \G'I'ON.(]LTi}' E LA\ D IRRI(;,\TION COTT PA\I'
s'tA'I'urlr riN'l's oF FtNANCI.{,L postTl()N
AS Otr Dl:(rf,NtBER 3r.2017..\\D 20Ur
t()lAL Al.l. t:lJNl)s
2011 20 ltt
Lr AB r Lil r ri!,^N.D_l!.1!_4SI L IS
CL]RRFNT I,IARII,ITITIS:
Accounts payablc
Wagcs payablc
Payroll taxcs payablc
Accrucd intcrcst pavablc
Current ;xrrtion ol long-term liabilitics
$5.211
4.312
2.309
3.309
140.14,1
$9, il17
3,398
5.077
3,210
l4 t,30l
'lbtal currcnt I iabilitics s 155,32r s 162.t73
LON(;-',I'tlRM l,lAIlt t.t'f tES;
Noles pavablc (Notc 6)
'Iifal long-tcrrn liabilitics
'lixal liabilitics
$ 2.955, r 38 :f 2.8 r 3.836
$ 2,955.t38 $ 2.813,836
$ 3.r r0.4ie S 2.976.009
NI.:T ASSETS:
IJnrcstrictcd:$ 55.65{.6 il $ 54.677 -945
Tolal nct asscts $ 55.654,6il $ 54.677.945
'lirtat liabilitics arrd ncl asscts $ 51i,765,070 $ 57.653.954
"The accompanving notes are an intcgral parl ofthis statement."
il6
III INTINCTON.(]Lf VEL..TND IRRI(;ATIO\ ('ONI P,\NI
S'I'A'IINTE\TS OII A(]I'IV TII[S
F-OR'rilt: YH.{RS ENDED DI:CUTTBER 31.20r7 ANI) 2018
2017 20ltl
tJNr(t_s t Ric Itit)
OPI:RAI t0NS &
MAINTENANCI]
t,NRtrSTR t(lTt,t)
OPERATIONS &
MAINITNANCtJ
Charges lbr Servrces:
A Watcr Asscssmenl
I) Water AskssrnEnt
Nlunroipai md Induslry As.sesslcll
Dun Repavrnent Asscssme{l
Prolect Repavment,/C) & M Assessrncnt
Upper Pond Assossmcnt
NIeter Assessrncrlt
Minirnal As-cessrnerlt A(ljlrslfirLnls
$82,01:l
,) 60()
577,li32
28.734
68,069
65,03 I
33,150
2,536
$lt I.tl] 1
88,_150
577.864
28,990
2.511
65,0?(r
.11.950
) <l^
Nel charges lirr servrces $ 880,08:
s 122.594
$ 1t79. l -1.1
S I I .60(rC(rvcmmcntal grarts
Othcr Rcvcnue;
Pityments flrorn Stockholr.lers (NRCS)
Cerlilicale Irtuisl'ert
Latc [iecs
lnteresl
lleunbummerts
Net gain [iorr saliflily stllqrenl
Misccllarcous
$2,i{I)
t,l 7ti
t.88,5
t,55?
t.t00
)tt2.q()5
9.35Ii
!1,E90
),498
2.91t
Total olh$ rc!€rlile s 30t.771
I 2.4i4
r 35o
$ 20.2-13
$ 9 I 0.963-l'otal reverues $ r.504.,152
l'ixper*s:
Program trvices:
Watcr Master Wa6c
Rc*rvoil Muagcr Wagc
Othr labor Wage
Payroll llcncl)ts
lv'lachinc Hire
Notr projecl water C, & M
Chrrgc frrr watcr thurgh lhc rcwvoir
Non lirnplovce I;rbot
Jm's Valky [)arn Rcpalmcnt
0&N{ - trlv(l[)
Hunlirglon Darn RcJnlncnl
Waler Sysletrt lvtainterarce
Watcr Rights Asscssmcats
Dr'irvcr & lvuskral Crnrtrol
Vehicle arxl Iirguipnerl lirpense
Ntatcrial ad Supplics
hsrarcc
Depreuiafiotr
lrlere$ exlEns
N{r sccl I m eou s
$102.538
r8.r8l
I,l,l I
17.19-1
7.940
$\tt ()7)
I 8,1 79
r I)16
l 8.8.16
I5.44.t
t?,fi72
( ))r)
26,1 9n
30,82 r
I l.lt,l
357 _656
17,,t65
440
1 ,1lq
..1,0 I 2
l l,l L0
l,204.576
19,09:l
1.611
2(r. I 98
3(1,81I
l t .l,s4
252.605
26,177
I60
I 1.64?
6,70,t
I 1,15.1
t.205.1r I
.r8,857
9,ti,tt)
Total propram expqsos s r.866,067 S l.?96.166
"The accort pany ng notes arc an rnte!tral parl of lh r s \latern enl "
l7
(('ontinud)
Ht :NTtficToN-ct.EvEt.AND tRRtG,{Tto\ cot\tPANY
S'IA1'EI\IENTS oT A(]TIvITIES
foR THE YEAlli INITED DE('F-I\|BER Jt,2017 ANIr 2r)t8
?017 l0 t3
tJNRt!SIilCIl)
oPr-:R.,\1',t0NS &
MAINTENT\NCE
l.tNRtis IRtcI'EI)
OPIJRAI IONS &
MAIN'IENANCE
Srqrprtrl Scrviccs
Secreary Wage
I'ayroll Bcncfits
(.)flicc l{cnt
Accounling and Arrditirtg
kgal l;ees
'lclsphfi)c and lntcruct
0tlice Supplics
l)osta-se
Meetings
Ilank Charges and Ftes
s 27.987
) n1l
1 60{)
6,270
20,tt1li
5.878
2,9&)
954
50
6(r3
2.004
$27.420
1,559
3,600
6,470
I 1,631
\ 1,1(
2,850
I.3,19
50
671
4,.161'l nrvcl
Mi suel I iur cou s
'l otal suppon sen. icc
'[otal cxp,cnses
CtaDge in net as'ls bcforc rclcav'
ol'rcstnctions
(lhange itr nel asgcls
Net ascts. hginnilg ol:yeitr
lhor p:riod adustmcnt
Net asscls. cnd ofycar
s 't7,016
s l.94i,l 4i
5,101
$ 70,711
s 1.866,879
..1 (Jilt.6e I )
s (J.rs,(i9t)
i6.099,91_l
(6.6,1I )
$ 55,65,1,{)l I
3 055,9 r 6)
$ (955,9 I tr)
55,(r5{,ril I
{20.7i0 i
-J-#fg#:-
"'l he accompanying n()ts are an inlcgral part of this slaterDent "
il8
III. Loans
The following information on loans to and from affiliates of PacifiCorp includes the following:
A. The month-end amounts outstanding, separately for short-term and long-term loans.
B. The highest amount outstanding during the year, separately for short-term and long-term loans.
C. A description ofthe terms and conditions for loans, including the basis for interest rates.
D. The total amount ofinterest charged or credited and the weighted average rate ofinterest, separately
for short-term and long-term loans.
E. Specify the commission order(s) approving the transaction, where such approval is required by law.
119
Loan Summary to and from affiliates for the year ended December 31, 2018
(a) Refer to the "PacifiCorp - Pacific Minerals, Inc. Umbrella Loan Agreement Transaction Statement" on the
fbllowing page for detail of month-end loan amounts outstanding, interest charged or credited, and the rates of
interest.
Pacific Minerals, Inc.
A. The month-end amounts outstanding, separately for short-term and long-term
loans.
Short-term loans:
January - December
Long-term loans:
(a)
N/A
B. The highest amount outstanding during the year, separately for short-term and
long-term loans.
Maximum short-term loan to alfiliate:
Maximum short-term loan from affiliate
Amount
Date
Long-term loans to or from affiliate:
NiA
$ 3 r,000,000
December 28,2018
N/A
C. A description of the terms and conditions fbr loans, including the basis fbr
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
Weighted average interest rate
Long-term loans:
$ 69,069
0
(a)
N/A
E. Specify the commission order(s) approving the transaction, where such approval
is required by law.
Refer to Appendix A
120
$ 9,000,000Dec'17
$$I I,tt00.000 1.657y. -
l.\lY.1.224$Jan'18 $ 10,000,000 $ (7,200,000)
Feb'llt l 4,738,000 (6,000,000)20,538.000 1.674Y. -
1.7 500 t6.831
(60,2s8,3s7)1.750% -
2.208Y.t'7.917Mar'18 1q 7ro 157
Apr'18 13,000,000 I 3,000,000 2.1500/0 -
2.2240 9,3 l6
May'18 14, I 00,000 (27,100,000)2.t30% -
2.t5U/o 7.9U
Jun'18
Jul'18
Aug'18
Sep '18
Oct'18
Nov'18
$ 3r,000,000 2.460Yo -
2.85OY"9,817Dec'18 3 1,000,000
Total $ (r00,558,357)$$$69,069 $$ t22,ss8,357
PacifiCorp - Pacific Minerals, Inc. ("PMI") Umbrella Loan Agreement Transaction Statement
Net Principl Net Principl Principal Principal Outstanding
Adlanced Repaid Adr,anced Repaid Month-end
lntcrest
Rate
Intercst Fxlrnse Intorcst Income
lncurrcd Errned
to PacifiCorp to PMI PMI Balance
t2l
^I
IV. Debt Guarantees
Ifthe parent guarantees any debt ofaffiliated interests, identify the entities involved, the nature ofthe
debt, the original amount, the highest amount during the year ended December 31, 2018, and the
balance as of December 31, 2018.
PacifiCorp does not guarantee the debt of its subsidiaries or any of its affiliates.
122
V. Other Transactions
Other transactions (utility leasing of affiliate propertyn affiliate leasing of utility property, utility purchase
of affiliate property, material or supplies and affiliate purchase of utility property, material or supplies)
are as follows:
Other transactions are included in Section II. Transactions.
123
./
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.
124
Summary of PacifiCorp Employee Transfers to and from Affiliates during the year ended December 31, 2018
Transfer of Employee to PacifiCorp
from Afliliate Job Title Count
Interwest M ining Company
Interwest M in ing Company
Pacific M inerals, Inc.
Transfer of Employee from PacifiCorp
to Affiliate
Manager, tands & Regulatory Affairs
Director, Mining Finance
Eq uipment Serv iceman ln-Charge
Total transfers from Affiliates 3
JobTitle Count
Berkshire Hathaway Energy Company
BHE Renewables, LtC
MidAmerican Energy Company
MidAmerican Energy Company
NVEnergy, Inc.
Senior Director, Tax
Plant Operations/Maintenance Planner
Chief Corporate Counsel & Corporate Secretary
Vice President & Crcneral Counsel
Intem
Total transfers to Affiliates 5
125
I
I
I
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.
t26
PacifiCorp Cost Allocation Manual for the year ended December 31, 2018
Overview/Introduction
This section describes the allocation of costs between PacifiCorp and its affiliates.
On March 31,2006, PacifiCorp entered into an lntercompany Administrative Services Agreement ("IASA") between
Berkshire Hathaway Energy Company ("BHE") and its subsidiaries. PacifiCorp is an indirect subsidiary of BHE, a
holding company based in Des Moines, Iowa, owning subsidiaries that are primarily engaged in the energy business.
Refer to attached IASA. The IASA covers:
a) services by executive, management, professional, technical and clerical employees;
b) financial services, payroll processing services, employee benefits participation, supply chain and purchase
order processing services, tax and accounting services, contract negotiation and administration services, risk
management services, environmental services and engineering and technical services;
c) the use of office facilities, including but not limited to offrce 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 December 3 1, 20 18, PacifiCorp was allocated costs by its non-regulated parent company, BHE,
and certain of BHE's subsidiaries, some of which are non-regulated, as part of the administrative services under the
IASA. The amounts included in Section II - Transactions include both direct charges and allocated amounts. The
allocated amounts were as follows:
Total services receir,ed
as reportedin
IL Transactions
Amount of services
based on allocationsAffiliate
Berkshire Hathaway Energy Company
BHERenewables, LLC
Bt{E US Transmission, LCC
Kem River Cas Transmission Company
MHC, Inc.
MidAmerican Energy Company
Nevada Power Company
Northem Natural Cas Company
NVEnergy, [nc.
Sierra Pacitic Power Company
$s s,16s,883
4,866
1,199,006
104
499,935
4,465,031
1s0,071
1,686
820
268
11,487,670 $
3,363,298
4,866
104
119,102
3,27t,7s8
414
684
6.760.226s
BHE and its subsidiaries allocated the amounts to PacifiCorp using eight different formulae during the year ended
December 3 I , 201 8. These formulae are as follows:
a) A two-factor formula based on the labor and assets of each of BHE's subsidiaries. PacifiCorp's allocation
percentage during the period of January I through December 3 1, 2018, was 25.12%o.
b) The same two-factor formula as a) above, except excluding the labor and assets of BHE's intemational
subsidiaries. PacifiCorp's allocation percentage during the period ofJanuary 1 through December 31, 2018,
was 30.10%.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 I through December 31,2018,
was36.04%o.
121
I
d) The same two-t-actor formula as b) above, except excluding the labor and assets of HomeServices of America,
Inc. PacifiCorp's allocation percentage during the period of January I through December 31, 2018, was
36.42%.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. PacitiCorp's allocation percentage during the period of January 1
through December 3 1 , 20 I 8, was 30.49o/o.
f) The same two-factor formula as a) above, except excluding the labor and assets of NVE Holdings, LLC
subsidiaries and BHE Altalink Ltd. subsidiaries. PacifiCorp's allocation percentage during the period of
January I through December 31,2018, was 39.88%.g) A tbrmula based on the gross plant asset amounts of each of BHE's subsidiaries. PacifiCorp's allocation
percentage during the period of Janurary I through December 3 I , 20 I 8, was 30.99%.h) A formula based on shared lnfbrmation Technology infrastructure that is owned and/or managed by
MidAmerican Energy Company. PacifiCorp's allocation percentage during the period of January I through
December 31,2018, was 2.80%.
PacifiCorp to BHE and subsidiaries
During the year ended December 3 l, 20 18, 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 ll - Transactions include both direct charges and allocated amounts. The allocated
amounts were as follows:
Total services provided
as reportedin
IL Transactions
Amount of services
based on allocationsAIfiliate
Berkshire Hathaway Energy Company
BHE Altalink Ltd.
BHE Renewables, Lt C
BHE US Transmission, LLC
CalEn ergy Creneration Operating Co rnpany
CalEnergy Philippines
Home Services ofAmerica, Inc.
Kem River Cas Transmission Company
MEC Construction Services Co.
M idAmerican Energy Company
M idAmerican Energy Services
Midwest Capital C-iroup, Inc.
Nevada PowerCompany
Northem Natural Cas Company
Northem Powergrid Ho ldings Company
NVEnergy, Inc.
Sierra Pacific Power Company
sS166,178
39,833
66,694
220,O58
18,127
1,204
122,245
28,367
3,494
485,465
4,421
211
67,328
97,4t3
53,801
116,005
37,232
I 8,21 8
32,s0s
37,511,
3,55 t
11,283
1,151
104,159
13,293
79
rs6,382
4,249
201
63,008
38,s66
41,090
771
34,682
$r,528,076 S 560,699
PacifiCorp allocated the amounts to BHE and its subsidiaries using five ditterent formulae during the year ended
December 3 I, 2018. These tbrmulae are as fb[[ows:
a) A two-factor formula based on the labor and assets of each of BHE's subsidiaries. The percentage that PacifiCorp
allocated to BHE and its subsidiaries during the period of January I through December 31, 2018, was 74.28%o.
b) The same two-factor formula as a) above, except excluding the labor and assets of BHE's international
subsidiaries. The percentage that PacifiCorp allocated to BHE and its subsidiaries during the period of January I
through December 3 I , 201 8, was 69.90%.
t28
L
c) The same two-factor formula as b) above, except excluding the labor and assets of NVE Holdings, LLC
subsidiaries. The percentage that PacifiCorp allocated to BHE and its subsidiaries during the period ofJanuary 1
through December 3 I , 201 8, was 63 .960/o.
d) The same two-factor formula as b) above, except excluding the labor and assets of HomeServices of America,
Inc. The percentage that PacifiCorp allocated to BHE and its subsidiaries during the period ofJanuary I through
December 31,2018, w'as 63.58%.e) A formula based on shared Information Technology infrastructure that is owned and/or managed by MidAmerican
Energy Company. The percentage that PacifiCorp allocated to BHE and its subsidiaries during the period of
January 1 through December 3 I , 201 8, was 97 .20oh.
129
!},IIERCOMPANY ADMINSTRATIVE SERVICES AGREEMENT
BETWEEN
MIDAMERICAN ENERGY HOLDINGS COMPANY
AND
ITSSUBSIDIARIES
This lntercompany Administrative Services Agreement ("Agreement') is entered into as of March 31, 2006
by and between MidAmerican Energy Holdings Company (hereinafter lhe "Company") and its direct and
indirect subsidiaries (hereinafierthe "Subsidiaries") (each a 'Party'and together the "Parties').
WHEREAS, the Company provides senior managennnl, executive oversight and other administrative
services that provide value lo and benefl the Subsidiaries as entities in the consolidated group;
WHEBEAS, the Subsidiailes have access to professional, technical and olher specialized resources thal
the Company may wish to utilize from time to time in the provision olsuch administratMe services; and
WHEREAS, the Company and Subsidiailes may desire to utilize the professional, technical and other
specialized resources of certain Subsidiaries;
NOW, THEREFORE, in consideralion of lhe premises and mulual agreernenls sel brth herein, the
Company and Subsidiaries agree as hllows:
ARTICLE 1. PROVISION OFADMINISTRATIVESERVICES
Upon and subject to the terms of this Agreement, services will be provided between and among lhe
Company and its SubsiJiafes that are not directly applicable to the production, distribulion or sale of a
producl or seruice available to customers 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 execulive, management, professional, technicaland clericalemployees;
b) financialservices, payroll processing services, employee benefits parlicipation, supply chain and
purchase order processing services, lax and accounling services, contract negotiation and
adminislration seruices, risk management services, environmentalservbes and engineering and
technical services;
c) lhe use of office hcilities, including but not limited to offue space, conference rooms, furniture,
equipment, machinery, supplies, compulers and computer software, insurance policies and olher
personal propertyi
d) the use of automobiles, airplanes, olher vehicles and equipment;
130
To obtain specialized expertise or to achieve efficiencies, lhe following situations may arise under this
Agreement whereby Administrative Seryices may be provided between and among the Company and its
Subsidiaries:
a) The Conpany may directly assign or allocale common cosls lo lhe Subsidiaries,
b) The Company may procure Administralive Services lrom the Subsidiaries br ils own benefit,
c) The Company rnay procure Administtative Services from the Subsidiaries for subsequent
allocation to some or allSubsidiaries commonly benefiling, or
d) The Subsidiaries may plocure Administrative Services from each other.
ARTTCLE 2. DEFN]TPNS
For purposes of this Agreement lhese terms shall be defined as follows:
(a) "Laws' shall mean any law, slatute, rule, regulalion or ordinance.
(b) "Stale Commissions' shall mean any slale public utility commission or slate public service
commission with jurisdiction over a rate-regulated Party.
(c) "Subsidiaries" shall mean current and fulure direcl and indirect majorily-owned subsidiaries of lhe
Company.
ARTTCLE 3. EFFECTIVE DATE
This Agreement shall be etbctive as of the date sel bflh above; provlded, however, that in those jurisdictions in
which reguhlory approval is required bebre the Agreenent becomes effective, the efhctive date shallbe as of
the date of such approval.
ARTICLE 4. CHARGES AND PAYMENT
(a) CHARGES.
Parlies shall charge for Adminislrative Services on the bllowing basis:
(i) Direct Charges: The Pafty receiving the benefit of Administrative Services ("Recipient Party") will
be charged for the operating costs incuned by lhe Party providing the Administrative Services
("Providing Party"), including, but not limited to, allocable salary and wages, incentives, paid
absences, payroll laxes, payroll additives (insurance premiums, health care and relirement
benefits and the like), dhect non-labor cosls, if any, and similar expenses, and reimbursement of
oulof-pocket third party cosls and expenses.
(ii) Service Charges: Costs that are impraclical lo charge directly bul for which a cost/benefit
rehtionship can be reasonably identifed. A practical allocalion method will be established by
Providing Pafi thal allocates lhe cost of this service equitably and consistently to the Recipient
Party. Any changes in the methodology will be communicated in writing to rate-regulaled
subsidiaries at least 180 days before lhe implementation of the change.
(iii) Allocations: Costs incurred fur the general benefit of the entire corporate 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 communicated
l3l
in writing to rate-regulated subsidiaries at least 180 days before the inplementation of the
change.
The charges constilute full compensalion lo the Providing Party hr all charges, cosls and expenses
incuned by the Providing Party on behalf of the Recipient Paily in providing the Administrative Services,
unless otherwise specifically agreed to in wriling between the Parties.
lf events or circumslances arise which, in the opinion of the Parlies, render the costs of providing any
Administrative Services materially different from those charged under a specific rate or formula then in
effect, the specific rate or formulas shall be equitably adjusted lo take inlo accounl such evenls or changed
circumslances.
Providing Parties will bill each and all Recipient Parties, as appropriate, for Administrative Services
rendered under this Agreemenl in as specific a manner as praclicable. To the extent that direct charging
for services rendered is not praclicable, lhe Providing Pafi may utilize allocation methodologies to assign
charges for services rendered to the Recipient Party, reflective of the drivers of such cosls. Such
allocalion methodologies may utilize allocalion bases thal include, but are not limited to: employee labor,
employee counls, assets, and multi-factor allocalion formulae.
Any cost allocation methodology for the assignment of corporale and afliliate costs will comply with the
hllowing principles:
i) For Administrative Services rendered to a rale-regulated subsidiary of the Company or each
cost category subject to allocalion to rate-regulated subsidiaries by lhe Company, the
Company must be able to demonstrale that such service or cost category is reasonable for the
rate-regulaled subsidiary for the performance of its regulated operations, is nol duplicative of
Administrative Services already being performed wilhin the rate+egulated subsidiary, and is
reasonable and prudent.
iD The Company and Providing Parties will have in place positMe time reporting systems
adequate to support the allocation and assignment of costs of executives and other relevanl
personnel to Recipient Pailies.
iii) Parties musl maintain records sufficient to specifically identiff cosls subjecl to allocation,
particularly with respect to their origin. ln addition, the records musl be adequately supported
in a rnanner sufficient to justiil recovery of the cosls in rates of rale-regulated subsidiaries.
iv) lt is the responsibility of rale-regulated Recipient Parlies to this Agreement to ensure thal costs
which would have been denied recovery in rates had such costs been directly incuned by the
regulaled operation are approprialely identified and segregated in the books of the regulated
operalion.
(b)PAYMENT.
(i) Each Providing Party shall bill the Recipient PaO monthly for all charges pursuant to
this Agreement via billings to the Company. The Company, in its capacity as a clearinghouse for
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intercornpany charges within the Company shall aggregate all charges and bill all Recipienl Parties in a
single bill. Full payment to or by the Company for all Administrative Services shall be made by the end of
the calendar monlh following the inlercompany charge. Charges shall be supported by reasonable
documentalion, which may be maintained in electronic furm.
(ii) The Parties shall make adjustments lo charges as required to reflecl the discovery of
errors or omissions or changes in lhe charges. The Parties shall conducl a lrue-up process at leasl
quarterly and more fiequently if necessary to adjust charges based on reconciliation of amounts charged
and costs incuned. lt is the inlent of the Parties that such true-up process will be conducted using
substantially lhe same process, procedures and methods of review as have been in effecl prior lo
execulion of this Agreement by lhe Parties.
ARrlcLE 5. GENERAL OBLIGATIONS: STANDARD OF CARE
Rate-regulated Parties will conply with allapplicable State and Federal Laws regarding affilialed inleresl
transactions, including timely filing of applications and reports. The Parties agree not to cross-subsidize
between the rale-regulated and non-rale-regulated businesses or belween any rate-regulated businesses,
and shall comply with any applicable Stale Commission Laws and orders. Subject to lhe terms of this
Agreemenl, the Parties shall perform their obligations hereunder in a commercially reasonable manner.
ARflCLE 6. TAXES
Each Pag shall bear allta,res, duties and other similar charges except laxes based upon ils gross income
(and any related inlerest and penalties), imposed as a resull of its receipt of Administrative Services under
this Agreement, including without limitation sales, use, and value-added laxes.
ARflCLE 7. ACCOUI{TING AND AUDITING
Providing Parties and the Company shall maintain such books and records as are necessary to support the
charges for Administralive Services, in sufftcient detailas may be necessary to enable the Parties to satisff
applicable regulatory requirements ('Becotds"). All Paflies:
(a) shall provide access to the Records at all reasonable times;
(b) shal! maintain lhe Records in accordance with good record managemenl practices and with at
leastthe same degree of completeness, accuracy and care as it mainlains for its own records; and
(c) shall maintain ils own accounting records, separate from the other Party's accounting records
Subject to the provisions of lhis Agreement, Records supporling intercompany billings shall be avaihble for
inspeclion and copying by any qualified representative or agenl of either Paily or its affiliates, at the
expense of the inquiring Party. ln addition, State Commission staff or agents may audil the accounling
records ol Providing Parties that form the basis for charges lo rate-regulated subsidiaries, to determine lhe
reasonableness of allocation hctors used by the Providing Party to assign costs to the Recipient Party and
arnounls subject to allocation or direcl charges. All Parties agree to cooperate fully with such audits.
I JJ
ARTTCLE 8. BUDGETING
ln advance of each budget year, Providing Parties shall prepare and deliver to the Becipient Parties, for
their review and approval, a proposed budget for Administrative Services lo be performed during that year.
The approved schedule of budgeted Administrative Services shall evidence lhe base level of
Administrative Services. The schedule shall be updated at least annually. Each Party shallpromptly notiff
the other Party in writing of any requesled malerial change to the budget costs br any service being
provided.
ARTICLE 9. COOPERATION W]IH OTHERS
The Parlies will use good hith efforts to cooperate with each olher in all matters relaling to the provision
and receipl of Administrative Services. Such good hith cooperation will include providing electronic access
in the same manner as provided olher vendors and contractors lo syslems used in connection with
Administrative Services and using commercially reasonable effoils to oblain all consenls, licenses,
sublicenses or approvals necessary lo permit each Party to perform ils obligations. Each Party shall make
available to the other Party any inbrmalion required or reasonably requested by the other Par$ regarding
the performance of any Administrative Service and shall be responsible for timely providing that information
and br the accuracy and compleleness of that information; provided, however, that a Party shall not be
liable for not providing any information that is subject to a confidentiality obligation owed by it to a pelson or
regulatory body other than an affilhte of it or the other Party, Either Party shall not be liable br any
impairment of any Administrative Service caused by it not receiving information, either timely or at all, or by
it receiving inaccurate or incomplete information from the other Party that is required or reasonably
requested regarding that Administrative Service. The Parties willcooperale with each other in making such
informalion available as needed in lhe event of any and all inlernal or external audits, utility regulatory
proceedings, legal actions or dispute resolulion. Each Paily shall fully cooperate and coordinate with each
othe/s enployees and contractors who may be awarded olher work. The Parties shall not commit or permil
any act, which witl interfere with the perbrmance of or receipt of Administrative Services by either Party's
employees or contraclors.
ARTICLE 10. CO!,|PLIANCE WITH ALL LAWS
Each Party shallbe responsible br (i) ils compliance with all laws and governmental regulations affecting
its business, including but not limited lo, laws and governmental regulalions governing federal and slate
affiliate transaclions, workers' compensation, health, safe$ and security, and (ii) any use it may make of
the Administrative Services to assisl it in complying with such laws and governmenlal regulations.
ARTICLE 11, LIMITATION OF LIABILTTY
Notwithstanding any other provision of this Agreement and excepl for (a) rights provided under futicle 12 in
conneclion with Third-Party Claims, (b) direct or actual damages as a result of a breach of this Agreement,
and (c) liability caused by a Party's negligence or willful misconduct, no Party nor their respective directors,
officers, employees and agents, will have any liability to any other Party, or lheir respective directors,
officers, employees and agenls, whelher based on contract, warranty, tort, stricl liability, or any olher
lheory, for any indirecl, 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 lhan the cost of the
Administrative Service(s) relaled to lhe claim or damages.
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ARTICLE 1 2. INDEMNIFICATION
Each of the Parties will indemnifl, defend, and hold harmless each olher Party, members of its Board of
Directors, officers, employees and agenls aginst and from any third-party claims resulting lrom any
negligence or willful misconduct of a Party's employees, agents, represenlalives or subcontraclors of any
tier, their employees, agents or representatives in the perfornance or nonperformance of its obligations
under this Agreement or in any way related to this Agreement. lf a Third-Party claim arising oul of or in
conneclion with this Agreement results from negligence of muttiple Parties (including their employees,
agents, suppliers and subcontractors), each Party will bear liability with respect to the Third-Pafty Claim in
proportion lo its own negligence,
ARTICLE 13. DISPUTE RESOLUTION
The Parties shall promptly resolve any conflicts arising under lhis Agreement and such resolution shall be
final. lf applicable, adjustmenls to the charges will be made as required lo reflect the discovery of errors or
omissions in the charges. lf the Parties are unable to resoJve any service, perbrmance or budget lssues or i[
there is a material breach of this Agreement that has not been conected wihin ninety (90) days, representalives
of the affected Parties will rneet pronptty to review and resolve lhose issues in good hitr.
ARTICLE 14. TERMINATION FOR CONVENIENCE
A Party may terminate its pailicipation in this Agreemenl either with respect to all, or with respecl to any
one or more, of the Administrative Services provided hereunder at any time and lrom lime to time, for any
reason or no reason, by giving notice of termination at least sixty (60) days in advance of the effeclive date
of the termination lo enable the other Party to adjust its available staffing and hcilities. ln the event of any
termination wih respect to one or more, but less than all, Administrative Services, this Agreemenl shall
continue in full brce and effect with respecl lo any Administrative Services not terminaled hereby. lf this
Agreemenl is terminated in whole or in part, the Pailies will coopetate in good taith with each other in all
reasonable respects in order to effect an efficienl lransition and to minimize the disruption to lhe business
of all Parties, including lhe assignment or transfer of the rights and obligations under any contracls.
Transilional assistance service shall include organizing and delivering records and documenls necessary
lo allow continualion of the Administrative Services, including delivering such malerials in electronic forms
and versions as reasonably requested by the PaO.
ARTICLE 1 5. CONFIDENTIAL INFORMATION/NONDISCLOST'RE
To the fullest extent allowed by law, the provision of any Administrative Service or reimbursemenl for any
Administrative Service provided pursuant to this Agreement shall nol operate to impair or waive any
prlvilege available to eilher Party in connection with the Administrative Service, its provision or
reimbursement for th e Admin istrative Service.
All Parties willmaintain in confidence Confidential lnformation provided to each olher in connection with lhis
Agreemenl and will use lhe Confidential lnformalion solely for the purpose of carrying oul its obligtions
under this Agreemenl. The term Confdential lnbrmalion means any oral or wdtten inbrmation, (including
witrout limitation, computer prografis, code, macros or instructions) u/hich is made available to the Company, its
135
Subsitlhries or one of its representaltves, regardless of the nunner in which such inbrmation is furnished.
Confidential lnbrmation also includes the bllowing:
a. All lnformation regarding the Administrative Services, including, but not limited lo, price, costs,
methods of operalion and sofiware, shall be maintained in confidence.
b. Systems used to perform the Administrative Services provided hereunder are confidential and
proprietary to the Conpany, its Subsidiaries or third parties. Both Parties shall treat lhese systems and all
rehted procedures and documentation as confidential and proprietary to the Company, its Subsidiaries or
its third party vendors.
c. All syslems, procedures and related materials provided lo 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.
Notwithstanding anything in this Article 15 to the contrary, the term'Conffientiallnbrmalion'does not include
any inbrmation which (i) at the time of disclosure is generally available to and known by the public (other than as
a result of an unpermitted disclosure made directly or indirectly by a Paily), (iD was avaihble to a Pafi on a non-
confidential basis fiom another source (provided that srch source is not or was not bound by a confidentlality
agreement wth a Party or had any other duty of conffenthlity to a Party), or (iii) has been independentty
acquired or developed without vblating any of the obligtions under thb Agreenent.
The Parties shall use good faith efurts at the terninatbn or expiration of thb Agreemenl to ensure lhat all user
access and passwords are cancelled.
All Confidential lnformation supplied or developed by a PaO shall be and remain the sole and exclusive
property of the Party who supplied or developed it.
ARTICLE 16. PERilTTTED DISCLOSURE
Notwithstanding provisions of this Agreement to the contrary, each Party may disclose Confidential
lnbrmation (i) to the exlent required by a State Commission, a court of competent jurisdiction or olher
governmentalauthority or othenrise as required by law, including without limitation disclosure obligations
imposed under the federal securities hws, provided that such Party has given the other Party prior notice
of such requirement when legally permissible to permit the other Party to lake such legal action lo prevent
the disclosure as il deems reasonable, appropriate or necessary, or (ii)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.
ARTICLE 17. SUBCOI.ITRACTORS
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 subconlraclors and shall maintain complete
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control over all such subcontractors. lt being understood and agreed that not anything conlained herein
shall be deemed to create any contractual relation between the subconlraclor of any tier and the Parties.
ARTICLE 18. NONWAIVER
The failure of a Party to insist upon or enforce strict perbrmance of any of the terms of this Agreement or lo
exercise any rights herein shall nol be conslrued as a waiver or relinquishment to any extent of its right to
enforce such lerns or rights on any fulure occasion.
ARTICLE 19. SEVERABITTY
Any provision of this Agreement prohibited or rendered unenforceable by operalion of law shall be
ineffective only to lhe extent of such prohibition or unenforceability without invalidating lhe remaining
provisions of lhis Agreement.
ARTICLE 20. ENTIRE AGREEMENT/DOCUMENTS INCORPORATED BY REFERENCE
All understandings, represenlalions, warranlies, agreements and any relerenced attachmenls, 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 respect to the subject matter hereof.
ARTTCLE 21. OTHER AGREEMENTS
This Agreemenl does not address or govern lhe Parties' relationship involving: (a) the tax allocation
agreement nor (b) any olher relalionships not specifically identified herein. All such relationships nol
addressed or governed by this Agreemenl will be governed and conlrolled by a separate agreemenl or
tariff specifically addressing and governing lhose relalionships or by applicable Laws or orders.
t37
This Agreement has been duly execubd on behalf of the Parlies asfollovs:
ilDATERICANEiIERGYHOIDINGSCOiPAilY NilGC tJ.c
qr By
Patrlck J. Goodnan BrLan K. Ilankel
I[q Vlcc Presldest & IreasluerTiile: sr. vlce s{denf &
Chlef Flnancial 0fficer
PPIV HOLDII{GS LLC KRHOTIXNG,IIC
By:
Brian K. Hankel Patrick J. Goodman
Tit9i Vlce Presldent & TreasurrerTi[e:Vlce Pres t & Treasurer
CE ELESTRIC UK FUilDINGCOiIPAI{Y GATENERGY rNc.
Br By:
Patrick J. Goodnan Brian K. Ilankel
Ti[e: vtce President & TreasurerTiile:Director
HOIIE SERVICES OF AilERICA ll{C.CE CASECI{Ail WATER AND ENERGY COUPAilY,
IilC.
Br
Paul J.Brian K. Hankel
Tl[e: vlce Prcsldenl & keassrer
tJ.c
Br
Thomas B.ter
TitBl Vice President & Contrqller
138
w, FftG*L.
N(A
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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 entered into by and
between rate-regulated public utility subsidiaries of Berkshire Hathaway Energy Company ("Company")
(each a "Party" and together the "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
15,201'l 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 franchised 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 and/or the Federal Energy Regulatory Commission ("FERC"); and
WHEREAS, a Party may from time to time require mutual aid orassistance 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 1 , 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:
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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 shallgovern the conduct and obligations 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 governmental aulhority,
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.
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 perform their obligations hereunder in a commercially reasonable manner.
ARTICLE 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 for its 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. COOPERAT]ON WITH 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
t4l
ARTICLE 5. STANDARD OF CARE
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assistance and using commercially reasonable efforts to obtain all consents, licenses, sublicenses or
approvals necessary to permit each Party to perform its obligations.
Each Party shall make available to another Party any information required or reasonably requested by the
Party related to the provision of mutual assistance and shall be responsible for timely provision of said
information and for the accuracy and completeness of the information; provided, however, that a Party shall
not be liable for not providing any information that is subject to a confidentiality obligation or a regulatory
obligation not to disclose or be a conduit of information owned by it to a person or regulatory body other
than the other Party.
The Parties will cooperate with each other in making such information available as needed in the event of
anyand all intemal orexlernalaudits, utility regulatory proceedings, legalactions, ordispute resolution.
Each Party shall fully cooperate and coordinate with each othe/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 governmental 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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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 participation 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. CONFIDENTIAL INFORMATION/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) 0n 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.
ARTICLE14, 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
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ARTICLE 10, DISPUTE RESOLUTION
ARTICLE 11. TERMINATION FOR CONVENIENCE
YB:nxsun= HnrrnuvnY
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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 AGREEMENT/DOCUMENTS INCORPORATED BY REFERENCE
All understandings, representations, warranties, agreements and referenced attachments, if any, existing
between the Pa(ies 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,
144
V-Erarmnr Hmlwrv-(anrev
This Agreement has been duly executed on behalf ofthe Parties as follorc
XERN RIVER GAS IRANSMISSION COMPAIIY MIDAMERICAN ENERGY COMPANY
By By
Tlle:T(IE
Namel Name'
Date
NORTHERN NATURAL GAS COMPANY
3y
Title
Dale
r,t. V?,CR; [\c,f,Lrc?
N,Kki Kcbl,h"r
rrl*lac,s
Namel':ame
--
Dale:
Dater
------
0ate
NEVADA POWER COMPANY
O8A NV ENERGY
SIERRA PACIFIC POWER COMPANY
DBA NV EIIERGY
tsy 8y:
Tillel Title
Name:Name
Dale:
f,B:rrsnnr Herrlwav
\Errrov
This Agr@menl has been duly exfruled on behalf ofthe Pa.ties aslollows:
KERN RIVER GAS TRAIiSMISSION COMPANY MIOAMERICAN ENERGY COMPANY
BY z/*
Tille:
rh/n-
NORTHERN NATURAL GAS COMPANY
By:
Tilte.
Title
Nam
-
Dalel
PACIFICORP
By:
Tille:
By:
Name.
--------0alei
Narer-
<,c*
Name:
Dale:
NEVAOA POWER COMPANY
DBA NV ENERGY
SIERRA PACIFIC POWER COMPANY
O8A NV ENERGY
Namer--
Datel
Title:
Nam: _
Dale: _
Tille:
145
Dale
PACIFICORP t,"-OQj-(r,,-[-
i,.1 {11.
VBnsnrllrrmvXL-
This Aqremenl has been duly execuled on behalfof the Pailes as lollows
KERIi RIVER GAS TRANSMISSION COMPANY
By
Tille:
i'^W,yW
\b: tlp a LFp
nu ". 4^ ?uk-l*"r-r#*
NORTHERN NATURAL GAS COMPANY
By:
Name: _
Date
Date:
By:
Tlllel
NEVAoA PoWER CO|IPANY
DgA NV ENERGY
Name: _
Date:
Title:
SIERRA PACIFIC POWER COMPANY
O8A NV ENERGY
Bv-By:
Titlel
Namei
oate:
VBrrrermllrrmv
{:rmv
Nane:
Datei -
Tlis Agreement has befl duly exeuled on behalfof lhe Parties as followsl
KERN RIVER GAS TRANSMISSION COMPANY MIDAMERICAN ENEROY COMPANY
By: 8y:
TitlerTitle:
Namer
-
Datel Date
i:,%"Y:{
PACIFICORP
Byl
TilIE
orbr slts l,r
NEVADA POWER COIUPANY
DBA NV EI{ERGY
Byr-
SIERRA PACIFIC POIflER COMPANY
OBA NV ENERGY
Byl
Tillei
Name.
Date:
Tille:
Name:
Dale:
146
Ti{e:_______
tlame:-'llrc L ll, '-Namei
-
Date:_______
]Brnrcxrr: Harxmv+tEffi
Tlis AgDemsthas ben duly erecuted fr behalt oi ltre Partis as iollowsi
KERN RIVER GAS TRANSMISSION COMPANY MIDAMERICAN ENERGY COMPANY
By:By:
Title:Tille
Namei
-
Name:
--_--
Datel
I{ORTHERN NATURAL GAS COMPANY PACIFICORP
By Byi
Tite:
Namel
Date Dat-"
NEVAOA POWER COMPANY
OBA I.IV ENERGY
SIERRA PACIFIC POWER COMPANY
OBA W ENERGY
,,, €ZzZ/ ,"'7 <.2''./ -Tltle SVP, Chief Financial 0flicer Tiller SVP. ChieiFinancial Offi@r_
Nme: E. KeYin Belhel
,"," Vi*/.-
t47
Date
oa", y'),-y'<
Appendix A - 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
affiliate transactions occurred in the current year.
(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 year transactions.
Affiliate Order No.Docket No.Date Approved
Amarillo Gear Company, LLC (a Marmon Holdings, Inc. company)t7-243
I 8-454
UI 384
UI 408
July I1,2017
December 4, 20 I 8
April 30,2014American Express Travel Related Services Company, Inc t4-144 Ut346
Berkshire Hathaway Energy Company June 19.2006(a) 06-305 U1249
BHE Altalink Ltd.June 19,2006(a) 06-305 U1249
BHE Renewables, LLC June 19,2006(a) 06-305 Ut249
BHE U.S. Transmission. LLC June 19.2006(a) 06-305 U1249
07-323
09-504
I 0-090
l 0-089
t2-348
t4-210
I 5-358
t7 -47 6
l 8- l2l
l8-158
ut269
UI 288
ut 292
ut 293
UI 325
ut 347
UI359
UI 387
UI 393
UI 394
Jttly 21 ,2007
December 28,2009
March I l,2010
March I l, 2010
September 13,2012
June 10.2014
November 3, 20 I 5
November 21 , 201 7
April 10, 201 8
May 8, 201 8
BNSF Railway Company
0t-472
l5-2 t 8
1 8-085
I 8-228
UI 189
ul357
ut 392
ut 397
Bridger Coal Company
Generation
June 1 20t
06-305
06-305 ut 249
March 13.201
June I
June IUL249
June 12,2001
July 21,2015
Cottonwood Creek Consolidated Irrigation Company tt-332
t6-345
UI 312
UI 373
August 26, 20 I I
September 13,2016
Energy West Mining Company April 12, l99l9l-513 UI 105
Environment One Corporation Mav 16, 201 7t7-169 UI 381
I 0-345
16-247
l8-192
ur 301 (1)
UI 396
September 2,2010
July 5,2016
Canal & Reservoir Company U 301
2018
ts-357
I 8-l 35
UI 358
ur 358 (l)
November 3. 20 I 5
April 27, 201 8
F lightSafety Intemational, Inc.
Fossil Rock Fuels, LLC 1l-482 UI 3 17 December 6, 201 I
GBT US, LLC (dba American Express Global Business Travel)June 14.201717-216 r.JI 383
Craver Water System, Inc. (a Marmon Holdings, Inc. company)March 23.2016t6-121 Ut367
06-305
07-269
08- I 65
l I -053
t6-163
ut 249
ut 264
ut 27l
ul 104
UI 369
June 19.2006
June I 1,2007
March 12,2008
February I l, 20 I I
May 3, 201 6
HomeServices of America. Inc.(a)
r 0-3 53
t4-209
t6-344
UI 3OO
UI 345
UI 374
September I 0, 20 I 0
June 10.2014
September 13,2016
Huntington Cleveland Irrigation Company
Interwest Mining Company July 7, 200909-261 UI 286
148
continued on next page
Affiliate Order No.Docket No.Date Approved
Kem River Gas Transmission Company (a)06-30s
06-683
07-080
09-503
I I -400
l5-134
I 6-099
UT249
UI 255
ut 258
ur 2s5 (l)
UI 3I6
ur 3r6 (r)
UI 36I
June 19.2006
December 26,2006
March 5.2007
December 28,2009
October 6. 201 I
April 28,2015
March 8,2016
Marmon Utility LLC (a Marmon Holdings, Inc. company)I l-189
I t-t9t
I l-200
l6-164
UI 308
UI 309
UI3II
UI 368
June [6.201 I
June 16.201 t
June 22,201 I
May 3,2016
Marmon/Keystone Corporation t2-143 UI 319 April24,2012
MEC Construction Services Co.(a) 06-305 Ut249 June 19.2006
Metalogic Inspection Services, LLC l5-018 ur 3s3 January 28,2015
MHC Inc.(a) 06-305 U1249 June 19,2006
MidAmerican Energy Company (a)06-305
I t-190
I I -400
l5-134
ut249
UI3IO
ul 316
ur 3l6 (r)
June 19,2006
June 16,201 I
October 6. 201 I
April 28,2015
MidAmerican Energy Holdings Company Insurance Services Ltd.06-498 Ur 253 August 24, 2006
MidAmerican Energy Services, LLC (a) 06-305 U1249 June I 9. 2006
Midwest Capital Group, Inc.(a) 06-305 Ut249 June 19.2006
National Indemnity Company 13-322 UI 339 September 3.2013
NetJets, Inc.08-166 U|279 March 13, 2008
Nevada Power Company (a)06-305
l5-134
ut 249
ur3l6(l)
June I 9, 2006
April 28,2015
Northem Natural Gas Company (a)06-305
I l-400
t5-134
ut249
UI 3I6
ur 3r6 (l)
June I 9. 2006
October 6, 20 I I
April 28,2015
Northem Powergrid Holdings Company (a) 06-305 Ut249 June I 9. 2006
NV Enerry, Inc.(a)06-30s
l5-134
ut249
ur3l6(l)
June 19,2006
April 28, 2015
Pacific Minerals, Inc. (Umbrella Loan Ageement)06-353 t.rt I (l l)July 7 ,2006
PacifiCorp Foundation 04-028 Ut223 January I 5, 2004
Phillips 66 16-009 ut 360 January 12.2016
PPW Holdings LLC (a) 06-305 U1249 June I 9. 2006
Racom Corporation l-276 UI 313 July 29,201 I
Sierra Pacific Power Company (a)06-305
l5-134
UI 249
ur 316(l)
June I 9, 2006
April 28, 201 5
The Bank of New York Mellon Corporation l8-3r3 UI406 August 28, 20 I 8
The Kerite Company (a Marmon Holdings, lnc. company)r0-409 ur 303 October I 8, 20 I 0
Trapper Mining lnc.94-1550 tJI 140 October 12,1994
U.S. Bancorp Investments, Inc.t4-251 UI 349 July 8,2014
U.S. Bank National Association l6-184
t6-366
t6-463
t7 -369
UI 370
UI 375
ul377
UI 386
May 20, 201 6
September 2'7 ,2016
December 7, 20 I 6
September 28, 20 I 7
continued on next page
149
Affiliate Order No.Docket No.Date Approved
Wells Fargo Home Equity 08-165 Ut277 March 12. 2008
Wells Fargo Securities, LLC l 0-450
l-423
12-t42
t2-457
l 3-283
l 3-37 I
t4-25t
t4-396
l5-183
t6-463
t7-369
UI 302
UI 3I5
UI 3I8
UI 328
UI 336
UI 340
ul349
UI 35I
UI 356
ul377
UI 386
November 15,2010
October 26,2011
April24,2012
November 26,2012
August 6, 20 I 3
October 16,2013
July 8,2014
November 12,2014
June 9, 20 I 5
December 7,2016
September 28,2017
150