20200601Affiliated Interest Report 2019.pdf

ROCKY MOUNTAIN
POWER
i-l: tl r I !.1 [: n
' ,, l-i fii 3: lZ 1407 West North Temple, Suite 330
Salt Lake City, Utah 84116
June 1,2020
VU ELECTRONIC DELIWRY
Diane Hanian
Commission Secretary
Idaho Public Utilities Commission
I l33l W. Chinden Blvd.
Building 8 Suite 20lA
Boise, lD 83714
RE CASE NO. PAC-E.05.08
AI'FTLIATED TNTEREST REPORT FOR CALENDAR YEAR 2019
Dear Ms. Hanian
In accordance with Berkshire Hathaway Energy Holdings Company's Transaction Commitment
#8 approved in Case No. PAC-E-05-08, attached for electronic filing is PacifiCorp's (d.b.a.
Rocky Mountain Power) calendar year 2019 Affiliated Interest report.
By copy of this letter other parties are being provided notice of this filing.
Informal inquiries regarding this filing, or requests for copies of the report, can be directed to
Ted Weston at [phone].
Sincerely,
c.^-D
Vice
Enclosures
cc w/o enclosure: Service List in Case No. PAC-E-05-08
I hereby certify that on June l, 2020,1caused 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 lnterest 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
llll S. 103'd Street
Omaha, NE 68124
[e-mail]
Eric L. Olsen
Racine, Olson, Nye, Budge & Bailey, Chartered
201 E. Center
P.O. Box l39l
Pocatello, ID 83204-1391
elo@racinelaw. net
Lisa Nordstrom
Gregory Said
Idaho Power Company
P.O. Box 70
Boise,ID 83707
[e-mail];esa [e-mail].r
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. l7h Street
Boise,ID 83702
[e-mail]
Alan Herzfeld
Herzfeld & Piotrowski LLP
713 W. Franklin
P.O. Box 2864
Boise, ID 83701
[e-mail]
Randall C. Budge
Racine, Olson, Nye, Budge & Bailey, Chartered
201 E. Center
P.O. Box l39l
Pocatello, ID 83204-1391
[e-mail]
Arthur F. Sandack, Esq.
8 E. Broadway, Suite 510
SaltLakeCity,UT 84lll
[e-mail]
Katie Iverson
Brubaker & Associates
17244W. Cordova Court
Surprise, AZ 85387
[e-mail]
Teni Carlock
Accounting Supervisor
Idaho Public Utilities Commission
472W. Washington
P.O. Box 83720
Boise, ID 83720-0074
[e-mail]. gov
Anthony Yankel
29814 Lake Road
Bay Village, OH 44140
[e-mail]
Kaley McN
Coordinator, Regulatory Operations
PacifiCorp
Affiliated Interest Report
for the year ended December 31,2019
Table of Contents
L Organization
I. A. Officers and Directors
I.B
I.C
I.D
il.
m.
tv.
V.
vI.
l. PacifiCorp Board of Directors and Committees of the Board of Directors
2. PaciftCorp 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
VII.
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, Idaho and Califomia. PacifiCorp is principally
engaged in the business of generating, transmitting, distributing and selling electricity. PacifiCorp's combined service
territory covers approximately 141,400 square miles and includes diverse regional economies across six states. No
single segment of the economy dominates the combined service territory, which helps mitigate PacifiCorp's exposure
to economic fluctuations. In the eastern portion of the service territory, consisting of Utah, Wyoming and southeastern
Idaho, the principal industries are manufacturing, mining or extraction ofnatural resources, agriculture, technology,
recreation and government. In the western portion of the service territory, consisting of Oregon, southem Washington
and northem 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 was incorporated under the laws of the state of Oregon in 1989 and its principal executive offices are
located at 825 N.E. Multnomah Street, Portland, Oregon 97232, its telephone number is [phone] and its
internet address is www.pacificorp.com. 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 (*Bfm"), a holding
company that owns a highly diversified portfolio of locally managed businesses principally engaged in the energy
industry and is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway"). BHE controls
substantially all of PacifiCorp's voting securities, which include both common and preferred stock.
The following pages provide organization charts of PacifiCorp's and BHE's subsidiaries. See section
I.C. Affiliate Descriptions for discussion of affiliates with which PacifiCorp did business during the year ended
December 31, 2019, including Berkshire Hathaway affiliates.
Name of Subsidiary Approximate Percentage of
Voting Securities Owned
State of Jurisdiction of
Incorporation or Organization
Energy West Mining Company (")t00%Utah
Fossil Rock Fuels, LLC 100%Delaware
Glenrock Coal Company 6)100%Wyoming
Interwest Mining Company 100%Oregon
Pacific Minerals, Ine. (")100%Wyoming
- Bridger Coal Company, a joint venture (d)66.67%Wyoming
Trapper Mining Inc. {e)21.40%Delaware
Subsidiaries of PacifiCorp as of December 31, 2019
(a) Energy West Mining Company ceased mining operations in 2015.
O) Glenrock Coal Company ceased mining operations in 1999.
(c) Pacific Minerals, Inc. is a wholly owned subsidiary of PacifiCorp that holds a 66.67% ownership interest in Bridger Coal Company.
(d) Bridger Coal Company is a coal mining joint venture with Idaho Energy Resources Company, a subsidiary of Idaho Power Company, and is
jointly contolled by Pacific Minerals, lnc. and Id"ho Enetgy Resources Company.
(e) PacifrCorp is a minority owner in Trapper Mining Inc., a cooperative. The members are Salt River Project Agricultural lmprovement and
Power District (32.10o/o), Tri-State Generation and Transmission Association, lac. Q6.57%), PacifiCorp (21.40o/o) and Platrc River Power
Aurhority (19.93%).
2
Berkshire Hathaway Energy Company*
Organization Chart
As of December 31,2019
<- 9O-9/o
*ThischartdoesnotincludeallsubsidiariesofPacifiCorporofitsaffiliates.ForalistofcertainsubsidiariesofBHE,refcrtoExhibit2l.l included
in BHE's Annual Report on Form l0-K for the year ended December 31,2019 (File No.001-14881) at www.sec.gov.
J
Bedrshire
Hdawayloc.
Bslcshirc
Ilatheway Encrgy
Coryaoy
PPIV Holdings LLC Fuadiag; LLC
L{idAacricao NV Eacrp,Inc.Northern Powrrgrid
HoHiags Cmpaa5,
MIIC Lrc
SierraPacific
Po*uCoopaal'PacifiCo,rp NeurdaPowcr
Corpaoy
MidAacricr!
EugyCoop€rry
KcmRitcr Gas
Tranrorirsioa Coopeay BHE Art*intLtd BHEU.S.
Traoroi:pioa, LLC
No,rftcraNatrd
Ges Coapray
I$TL Caoryoa
Holdiags, LLC
CrlEncrgy Philippircs I\fidAocricao
Eacrgy Scrticer, LLCBHE Rcocwablcs, LLC HomeSen'iccs
ofAmericr hc.
I. A. Officers and Directors
Information regarding directors and ofricers common to the regulated utility and afriliated interest are
described in these categories:
1. PaciliCorp board of directors and committees of the board of directors during the year ended
December 31,2019
2. PacifiCorp executive officers during the year ended December 31r 2019
3. PaciliCorp executive ofricers and directors with affiliated positions as of December 31r 2019
The positions listed for the directors and executive officers in each of these sections are those positions that were held
as of or during the year ended December 31, 2019, as indicated. Changes that occurred subsequent to December 3 l,
2019 (ifany) are annotated.
4
1. PacifiCorp Board of Directors and Committees of the Board of Directors during the year ended
December 31,2019
To
Director rt
t2t3tnolg
Elected
Durlng the
Year Ended
12t3U2019
Resigned
During the
Yerr Ended
r2Brn0r9Director
William J. Fehrman
Stefao A. Bird
Gary W.Hoogeveen
NiLki L. Kobliha
Patrick J. 6oo6-- (a)
Natalie L. Hocken
Cindy A. Cr4pG)
Address
666 Grand Avenue
27th Floor
Des Moines, Iowa 50309
825 NE Multnomah Suea
Suite 2@0
Portland, Oregon 97232
1407 West North Temple
Suite 310
Salt Lake City, Utah 84116
825 NE Multnomah Street
Suit€ 1900
Portlan4 Oregon 97232
666 Grand Avenue
27th Floor
Des Moines, Iowa 50309
825 NE Multnomah Street
Suite 2000
Portlan4 Oregon 97232
1407 West North Temple
Suite 310
Salt Lake City, Utah 841 l6
From
Ut0a0t8
3n0a0t5
lul9n0t8
2nt20t7
3t21n006
8130D007
3n0t2015 214120t9
No
No
No
No
No
No
Yes
No
No
No
No
No
No
No
Yes
Yes
Yes
Yes
Yes
Yes
No
(a) Patrick J. Goodman retircd from the PacifiCorp Board of Directors on May 29, 2020. Calvin Haack was elected to fill the resulting vacant
Board position efrective May 29,2020.
O) Cindy A. Crane, former Presideot and Chief Executive Officer of Rocky Mountain Power, a division of PacifiCorp, resigned as Director and
employee ofPacifiCorp on Fekuary 4,2019.
Committecr of the Boerd of Direc'tors: 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 Com-ittee. All other board commiuees are at the Berkshire
Hathaway Energy Company level.
5
2. PacifiCorp Executive Ollicers during the year ended December 31,2019
Tifle 0fiicer
William J. Fehrmm
Address From
Ut0l20t8
To
Ofiicer at
t2t3u20t9
Elected
During the
Yerr Ended
121sil2019
Rerigned
During Oe
Yerr Ended
l2Btn0t9
Chairman of the
Board of Directors
and ChiefExecutive
Officer
666 Grand Avenue
27th Floor
Des Moines, Iowa 50309
Yes
Yes
Yes
Yes
No
No
No
No
No
PresidentandChief StefanA. Bnd
Executive Officer,
Pacific Power
825 NE Multnomah Sreet 3ll0l20l5
Suite 2000
Portland, Oregon 97232
No
No
No
PresidentandChief GaryW.Hoogeveen l40TWestNorthTemple 61112018Executiveof;frcer, Suite3l0 andRockyMormtain saltlakecity,utah84ll6 lla8n0l8
Power
Vice Preside,nt,
ChiefFinancial
Officerand
Treasurer
Nikki L. Kobliha 825 NE Multnomah Stseet 8ll3l20l5
Suite 1900
Portlan4 Oregon 97232
6
3. PacifiCorp Executive Ofricers and Directors with Afriliated Positions as of December 31,2019
tr'ehrman, \ililliam J.
Business Entity Title
Altalink Managernent Ltd.
Berkshire Hathaway Energy Company
Berkshire Hathaway Energy Company
BIIE Canada @C) Holdings Corporation
HomeServices of America, Inc.
HomeServices of America, Inc.
HomeServices of America, Inc.
Nevada Power Company
NNGC Acquisition, LLC
Northem Natural Gas Company
Northem Natural Gas Company
Northem Powergrid Holdings Company
Northem Powergrid Holdings Company
NV Energy, Inc.
NV Energy, [nc.
PPW Holdings LLC
Sierra Pacific Power Company
Tongonan Power Investment, Inc.
Director
Director
President & Chief Executive Officer
President
Director
Executive Committee Member
Finance Committee Member
Chairman
President
Chairman
Director
Chairman
Director
Chairman
Director
President
Chairman
Director
Bird, Stefan A.
Business Entity Title
PacifiCorp Foundation
PacifiCorp Foundation
Chairperson
Director
Hoogeveen, Gary W.
Business Entity Title
Energy West Mining Company
Energy West Mining Company
Fossil Rock Fuels, LLC
Fossil Rock Fuels, LLC
Glenrock Coal Company
Glenrock Coal Company
Interwest Mining Company
Interwest Mining Company
Pacific Minerals, Inc.
Pacific Minerals, Inc.
PacifiCorp Foundation
PacifiCorp Foundation
Director
President
Board Member
President
Director
President
Director
President
Director
President
Director
President
Kobliha, Nikki L.
Business Entity Title
Pacific Minerals, Inc.
PacifiCorp Foundation
PacifiCorp Foundation
Treasurer
Treasurer
Vice President
Goodman, Patrick J.
Business Entity Title
Alaska Gas Pipeline Company, LLC
Alaska Gas Transmission Company, LLC
Alaska Storage Holding Company, LLC
Altalink Management Ltd.
Manager (l)
Manager (t)
Manager (t)
Director
7
Goodman, Patrick J. (continued)
Business Entity Title
Andromeda Community Solar Gardens, LLC
Andromeda CSGI, LLC
Andromeda CSG2, LLC
Andromeda CSG3, LLC
Andromeda CSG4, LLC
Andromeda CSG5, LLC
Antares Community Solar Gardens, LLC
Antares CSGI, LLC
Antares CSG2, LLC
Antares CSG3, LLC
Antlia Community Solar Gardens, LLC
Antlia CSGI, LLC
Antlia CSG2, LLC
Argo Navis Community Solar Gardens, LLC
Argo Navis CSGl, LLC
Argo Navis CSG2, LLC
Argo Navis CSG3, LLC
Aries Community Solar Gardens, LLC
Aries CSGI, LLC
Aries CSG2, LLC
Aries CSG3, LLC
Aries CSG4, LLC
Berkshire Hathaway Energy Canada Foundation
Berkshire Hathaway Energy Canada Foundation
Berkshire Hathaway Energy Company
Berkshire Hathaway Energy Foundation
BH2H Holdings, LLC
BIm AC Holding, LLC
BHE Canada @C) Holdings Corporation
BIIE Canada Holdings Corporation
BIIE Canad4 LLC
BHE Canada, LLC
BIIE Community Solar, LLC
BIIE Compression Services, LLC
BIIE CS Holdings, LLC
BIIE Geothermal, LLC
BIIE Hydro, LLC
BIIE Midcontinent Transmission Holdings, LLC
BIIE Solar, LLC
BHE U.K. Electric, lnc.
BIIE U.K. Inc.
BIIE U.K. Inc.
BIIE U.K. Power, [nc.
BIIE U.S. Transmission, LLC
BIIE Wind, LLC
BIIER Santa Rita Investment, LLC
BIIES CSG Holdings, LLC
Bishop Hill II Holdings, LLC
Caelum Community Solar Gardens, LLC
Caelum CSGI, LLC
Caelum CSG2, LLC
CalEnergy Company, Inc.
CalEnergy Generation Operating Company
CalEnergy Geothermal Holding, LLC
Manager (l)
Manager (1)
Manager (l)
Manager (l)
Manager (t)
Manager (l)
Manager (l)
Manager (t)
Manager (l)
Manager (l)
Manager (l)
Manager (t)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (t)
Manager (t)
Manager (l)
Manager (t)
Manager (t)
Director
Member
Executive Vice President & Chief Financial Officer
Director
Manager (t)
Manager (l)
Director
Director
Executive Vice President & Chief Financial Officer
Manager (t)
Manager (l)
Manager (t)
Manager (l)
Manager (l)
Manager (t)
Manager (l)
Manager (l)
Director
Director
President
Director
Manager (t)
Manager (l)
Manager (t)
Manager (t)
Manager (t)
Manager (t)
Manager (t)
Manager (t)
Director
Director
Manager (t)
8
Goodman, Patrick J. (continued)
Business Entity Title
CalEnergy Intemational Services, Inc.
California Utility Holdco, LLC
Capella Community Solar Gardens, LLC
Capella CSGI, LLC
Capella CSG2ILC
Capella CSG3, LLC
Capella CSG4, LLC
Capella CSG5, LLC
Carina Community Solar Gardens, LLC
Carina CSGI, LLC
Carina CSG2, LLC
Carina CSG3, LLC
Carina CSG4, LLC
CE Asia Limited
CE Asia Limited
CE Casecnan Ltd.
CE Casecnan Water and Energy Company, Inc.
CE Electric (NY),Inc.
CE Geothermal, Inc.
CE International @ermuda) Limited
CE International @ermuda) Limited
CE International Investments, Inc.
CE Mahanagdong Ltd.
CE Mahanagdong Ltd.
CE Philippines Ltd.
CE Philippines Ltd.
Centaurus Community Solar Gardens, LLC
Centaurus CSGI, LLC
Centaurus CSG2, LLC
Cook Inlet Natural Gas Storage Alaska, LLC
Corvus Community Solar, LLC
Corvus CSGI, LLC
Corvus CSG2, LLC
Corvus CSG3, LLC
Corvus CSG4, LLC
Corvus CSG5, LLC
Crater Community Solar Gardens, LLC
Crater CSGI, LLC
Crater CSG2, LLC
Crater CSG3, LLC
Delphinus Community Solar Gardens, LLC
Delphinus CSGI, LLC
Delphinus CSG2, LLC
Gemini Community Solar, LLC
Gemini CSGI, LLC
Gemini CSG2, LLC
Gemini CSG3, LLC
Geronimo Community SolarGardens Holding Company, LLC
Geronimo Community Solar Gardens, LLC
GPWH Holdings, LLC
Grande Prairie Land Holding, LLC
Grande Prairie V/ind Holdings, LLC
Grande Prairie Wind II, LLC
HomeServices of Americ4 Inc.
Director
Manager (t)
Manager (l)
Manager (t)
Manager (t)
Manager (l)
Manager (t)
Manager (l)
Manager (l)
Manager (t)
Manager (t)
Manager (l)
Manager (l)
Director
Executive Vice President & Chief Financial Officer
Executive Vice President & Chief Financial Officer
Executive Vice President & Chief Financial Offtcer
Director
Director
Director
Executive Vice President & Chief Financial Officer
President
Director
Executive Vice President & Chief Financial Officer
Director
Executive Vice President & Chief Financial Officer
Manager (t)
Manager (l)
Manager (t)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (t)
Manager (t)
Manager (l)
Manager (l)
Manager (t)
Manager (l)
Manager (l)
Manager (t)
Manager (t)
Manager (l)
Manager (t)
Manager (l)
Manager (t)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Director
9
Goodman, Patrick J. (continued)
Business Entity Title
HomeServices of Americ4 Inc.
Kanstar Transmission, LLC
Kern River Gas Transmission Company
KRHolding, LLC
KRHolding, LLC
Lyra Community Solar Gardens, LLC
Lyra CSGI, 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 Califomia Transco, LLC
MidAmerican Energy Machining Services LLC
MidAmerican Funding, LLC
MidAmerican Geothermal Development Corporation
Midwest Power Midcontineirt Transmission Development LLC
Midwest Power Transmission Arkansas, LLC
Midwest Power Transmission Iow4 LLC
Midwest Power Transmission Kansas, LLC
Midwest Power Transmission Oklahoma, LLC
Midwest Power Transmission Texas, LLC
Morgan Community Solar, LLC
Morgan CSGI, LLC
Morgan CSG2, LLC
Morgan CSG3, LLC
MPT Heartland Development, 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 tr 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
Finance Committee Member
Manager (l)
Director
Manager (l)
Vice President & Treasurer
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Director
Senior Vice President
Manager (l)
Manager (t)
Manager (t)
Director
President, Chief Financial Officer & Treasurer
Manager (t)
Manager (l)
Manager (l)
Manager (l)
Director
Manager (t)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (t)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Senior Vice President & Chief Financial Officer
Director
Director
Director
Manager (t)
Manager (t)
Manager (l)
Manager (t)
Manager (l)
Manager (t)
Manager (l)
Manager (1)
Manager (l)
Manager (t)
Manager (1)
Manager (l)
Manager (t)
Manager (l)
Manager (l)
l0
Goodman, Patrick J. (continued)
Business Entity Title
Solar Star Projects Holding, LLC
Spica Community Solar Gardens, LLC
Spica CSGI, LLC
Spica CSG2, LLC
SSC XD(, LLC
SSC XX, LLC
Taurus Community Solar, LLC
Taurus CSGI, LLC
Taurus CSG2, LLC
Taurus CSG3, LLC
Taurus CSG4, LLC
Tongonan Power Investment, Inc.
Tongonan Power Investment, Inc.
TPZ Holding, LLC
Vega Community Solar Gardeirs, LLC
Vega CSGI, LLC
Vega CSG2, LLC
Vega CSG3, LLC
Vega CSG4, LLC
Vega CSG5, LLC
Visayas Geothermal Power Company
Manager (t)
Manager (t)
Manager (l)
Manager (l)
Manager (t)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Manager (l)
Director
Executive Vice President & Chief Financial Officer
Manager (l)
Manager (l)
Manager (t)
Manager (l)
Manager (t)
Manager (t)
Manager (l)
Senior Vice President & Chief Financial Officer
Hocken, Natalie L.
Business Entity Title
Altalink Management Ltd.
Berkshire Hathaway Energy Canada Foundation
Berkshire Hathaway Energy Company
Berkshire Hathaway Energy Foundation
BIIE America Transco, LLC
BIIE America Transco, LLC
BIIE Canada @C) Holdings Corporation
BIIE Canada Holdings Corporation
BIIE Canada Holdings Corporation
BIIE Canada LLC
BIIE Canad4 LLC
BIIE Compression Services, LLC
Bm CS Holdings, LLC
BHE Midcontinent Transmission Holdings, LLC
BIIE Midcontinent Transmission Holdings, LLC
BIIE Southwest Transmission Holdings, LLC
BHE Southwest Transmission Holdings, LLC
BIIE Texas Transco, LLC
BHE U.K. Electric, [nc.
BIIE U.K. Electric, Inc.
BHE U.K. Inc.
BHE U.K. Power, [nc.
BHE U.K. Power, Inc.
BIIE U.S. Transmission, LLC
CalEnergy Company, Inc.
California Utility HoldCo, LLC
California Utility HoldCo, LLC
HomeServices of America, Inc.
Kanstar Transmission, LLC
Director
Member
Senior Vice President & General Counsel
Director
Manager (l)
President
Director
Director
Executive Vice President & Secretary
Executive Vice President & General Counsel
Manager (t)
Manager (l)
Manager (l)
Manager (t)
President
Manager (l)
President
Manager (l)
Director
President
Director
Director
President
Manager (t)
Senior Vice President & General Counsel
Manager (l)
President
Director
Manager (l)
ll
Hocken, Natalie L. (continued)
Business Entity Title
Kanstar Transmission, LLC
Kern River Gas Transmission Company
KRHolding, LLC
KRHolding, 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 Investment, Inc.
MEHC Investment, Inc.
MHC Inc.
MHC Inc.
MHC Investment Company
MidAmerican Central California Transco, LLC
MidAmerican Central California Transco, LLC
MidAmerican Energy Company
MidAmerican Funding, LLC
lvfidwe$ Powa Midcontinent Trarsrnission Development, [C
Mdwe$ Power Mdcontinent Trasmission Dwelopmuq LI,C
Midwest Power Transmission Arkansas, LLC
Midwest Power Transmission Arkansas, LLC
Midwest Power Transmission Kansas, LLC
Midwest Power Transmission Kansas, LLC
Midwest Power Transmission Oklahoma, LLC
Midwest Power Transmission Oklahoma, LLC
Midwest Power Transmission Texas, LLC
Midwest Power Transmission Texas, LLC
MPT Heartland Development, LLC
MPT Heartland Development, LLC
MTL Canyon Holdings, LLC
MTL Canyon Holdings, LLC
NNGC Acquisition, LLC
Northern Natural Gas Company
NVE Holdings, LLC
NVE Insurance Company, Inc.
PPW Holdings LLC
(l) For LLCs, a manager is the equivalent ofa director
President
Director
Manager (t)
Vice President & Secretary
Manager (t)
President
Manager (l)
President
Director
Senior Vice President
Director
SeniqViePresidert, Creneral Counsd & Assi$mt Socr@/
Director
Manager (t)
President
Vice President
Manager (l)
Manager (t)
President
Manager (l)
President
Manager (l)
President
Manager (l)
President
Manager (t)
President
Manager (t)
President
Manager (l)
President
Manager (l)
Director
Manager (l)
President
Manager (l)
t2
I. B. Changes in Ownership
Changer ln Succecdve Ownerrhlp Bctnecn the Regulrtod Utitity end Affitirted Intereet for the yerr endod
Deember31r2019
Refcr to Exhibit 2l of the Berkshire Hathaway Inc. ('Berlcshire tlathawaf) Form lO-K (File No. 001-14905) for a
list of certain subsidiariee of Berlahirc Ilathaway Eneqgy Company's patent company, Berkshire flathaway, as of
December 31, 2019. Refer to bftibit 2l.l of the Berkshire llathaway Energy Company ('BlD") Form l0-K
(File No. 001-14881) for a list of certain subsidiaries of BHE as of December 31,2019.
l3
I. C. Afliliate Descriptions
A nerretive description of each effIieted entity with which the regulated utility does business. Stete the factor(s)
giving rise to tte efElietion.
t4
Narrative Descriptions for Each Affiliated Entity
Affiliated interests of PacifiCorp are defined by Oregon Revised Statutes757.015, Revised Code of Washington
80.16.010 and Califomia Public Utilities Commission Decision 97-12-088, as amended by Decision 98-08-035, as
having two or more officers or directors in common with PacifiCorp, or by meeting the ownership requirements of
five percent direct or indirect ownership.
In the ordinary course of business, PacifiCorp engaged in various transactions with several of its affiliated companies
during the year ended December 31,2019. Services provided by PacifiCorp and charged to affiliates related primarily
to administrative services provided under the Intercompany Adminishative Services Agreement ("IASA") among
Berkshire Hathaway Energy Company (*BHE") and its affiliates, as well as wholesale energy supply and marketing
activities, information technology, and administrative support services andjoint use services. Services provided by
affrliates 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 trI for
information regarding the Umbrella Loan Agreement between PacifiCorp and Pacific Minerals, Inc. Throughout this
report, the term "seryices" 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 Inc. ("Berkshire Hathaway") family of companies, it is possible that employees of PacifiCorp
have made purchases from certain Berkshire Hathaway affiliates not listed here, and have been reimbursed by
PacifiCorp for those purchases as a valid business expense. PacifiCorp does not believe those transactions would be
material individually or in aggregate.
The narrative descriptions below are as ofDecember 31,2019 and do not contemplate changes subsequent to that date.
American Airlines, Inc. ("American Airlines") - At December 31, 2019, Berkshire Hathaway held a 9.98%
ownership interest in American Airlines Group [nc., which wholly owns American Airlines. 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,
2019, Berkshire Hathaway held a 1827% 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.
Apple Inc. ("Apple") - At December 31,2019, Berkshire Hathaway held a 5.73o/o ownership interest in Apple Inc.
Apple designs, manufactures and markets smartphones, personal computers, tablets, wearables and accessories, and
sells a variety of related services. In addition to its high tech related activities, Apple owns several renewable electric
generation facilities primarily for Apple's use; however, Apple has received permission to sell its surplus electricity
into the marketplace at wholesale prices through spot transactions. PacifiCorp purchases wholesale energy from
Apple.
The Bank of New York Mellon Corporation ("BI\[Y Mellon") - At December 37,2019, Berkshire Hathaway held
a 9.98Yo ownership in interest in BNY Mellon. BNY Mellon engages in trust and custody activities, investment
management services, banking services and various securities-related activities. BNY Mellon provides trustee,
custodial and lending services to PacifiCorp.
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.
l5
Delta Air Lines, Inc. (6'Delta Air") - At December 3l,z}lg,Berkshire Hathaway held a 10.96% ownership interest
in Delta Air. 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. FlightSafety
provides aviation training to PacifiCorp.
J. Aron & Company LLC ("J. Aron") - At December 31, 2019, Berkshire Hathaway held a 5.31% ownership in
interest in The Goldman Sachs Group, Inc, which wholly owns J. Aron. J. Aron is an intemational commodities dealer
that is engaged as a market-maker in physical and flrnancial transactions involving various commodities, including
electricity, natural gas, precious metals, base metals, crude oil and petroleum products. J. Aron provides financial
transactions related to energy hedging activity to PacifiCorp.
Marmon Utitity LLC - a wholly owned subsidiary of Marmon Holdings, Inc. ("Marmon"), in which Berkshire
Hathaway held a 99.15% ownership interest at December 31, 2019. Marmon is an intemational association
of numerous manufacturing and service businesses in energy-related and other markets. Marmon affiliate Marmon
Utility LLC provides materials and supplies to PacifiCorp in the normal course of business.
Moody's Investors Service ('Moody's") - At Decemb er 31, 2019, Berkshire Hathaway held a 13 .07% ownership
interest in Moody's Corporation, which wholly owns Moody's. Moody's provides credit ratings and research covering
debt instruments and securities. Moody's provides PacifiCorp with credit rating services.
Penn Machine Company LLC - a wholly owned subsidiary of Marmon. Penn Machine Company provides
equipment parts to PacifiCorp in the normal course of business.
Southwest Airlines Co. (*Southwest Airlines') - At December 31, 2019, Berkshire Hathaway held a 10.19%
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. Southwest Airlines provides travel services to
PacifiCorp.
U.S. Bancorp - At December 31,2019, Berkshire Hathaway held a9.61% 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 and lending services to PacifiCorp.
Wells Fargo & Company ("Wells tr'argo") - At December 31,2019, Berkshire Hathaway held a9.48Yo 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 and lending 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. BIIE is a consolidated subsidiary of
BerkshireHathaway. As of January 37,2020, BerkshireHathaway owned 90.9% of BIIE's common stock. As of
January 31,2020, the balance of BIIE's common stock is owned by Walter Scott, Jr., a member of BIIE's Board of
Directors (along with his family members and related or affiliated entities) (8.1% ownership interest as of February
21,2019) and Gregory E. Abel, BIIE's Chairman (1.0% ownership interest as of February 21,2019). BIIE 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.
t6
BHE Altalink Ltd. ("Altalink") - an indirect wholly owned subsidiary of BFIE Canad4 LLC (*BHE Canada") and
the indirect parent company of Altalink, L.P., a regulated electric transmission-only company headquartered in
Albert4 Canada. PacifiCorp provides administrative services to Altalink under the IASA.
BHE Renewables, LLC (*BHE Renewables') - a wholly owned subsidiary of BI{E. BI{E 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 BIIE
Renewables under the IASA.
CalEnergr Generation Operating Company ("CalEnergy Generation") - an indirect wholly owned subsidiary of
BIIE 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.
BIIE U.S. Transmission, LLC ("BTL') - a wholly owned subsidiary of BIIE. 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.
Grid Assurance, LLC ("Grid Assurance") - a joint venture in which BTL holds a 16.67%o ownership interest. Grid
Assurance offers cost-effective solutions for enhancing transmission system grid resilience and faster access to critical
transmission equipment following a catastrophic event. PacifiCorp provides administrative services to Grid Assurance
under the [ASA.
Electric Transmission Texas, LLC ("ETT") - a joint venture in which a wholly owned subsidiary of BTL holds a
50olo ownership interest. ETT acquires, constructs, owns and operates electric transmission facilities within the Electric
Reliability Council of Texas. PacifiCorp provides administrative services to ETT under the IASA.
MTL Canyon Holdings, LLC ("MTL") - a wholly owned subsidiary of BTL. MTL owns a 50% interest in
TransCanyon, LLC, an independent developer of electric transmission infrastructure for the western United States.
PacifiCorp provides services to MTL under the IASA.
CalEnergy Philippines - a group of wholly owned and majority-owned subsidiaries of BIIE located in the
Philippines. The primary operating asset within this group is a 128-megawatt combined hydro and irrigation facility
operated and maintained by CE Casecnan Water, and Energy Company, Inc. PacifiCorp provides administrative
services to CalEnergy Philippines under the IASA.
HomeServices of America, Inc. ("HomeServices") - a majority-owned zubsidiary of BIIE, which held 97.78%
ownership at December 31,2019. HomeServices is, through its operating subsidiaries, a residential real estate
brokerage flrrm whose services include relocation services and provides such services to employees of PacifiCorp and
its affiliates. PacifiCorp provides administrative services to HomeServices under the IASA.
Kern River Gas Transmission Company ("Kern River') - an indirect wholly owned subsidiary of BIIE. Kem
River owns an interstate natural gas pipeline system that extends from supply areas in the Rocky Mountains to
consuming markets in Utah, Nevad4 and California. Kem River's pipeline system consists of 1,700 miles of natural
gas pipelines. Kem River's transportation operations are subject to a regulated tariff that is on file with the Federal
Energy Regulatory Commission. Kern River provides hansportation 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.
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.
t7
Midwest Capital Groupr lnc. ("MCG') - a wholly owned subsidiary of MHC Inc. MCG holds a 100% interest in
MHC Investment Company, as well as interests in other operating, financing and development companies. PacifiCorp
provides administrative services to MCG under the IASA.
MidAmerican Energy Services, LLC (.MES') - an indirect wholly owned subsidiary of BIIE. 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 Comprny ("Northern Natural") - an indirect wholly owned subsidiary of BHE. Northern
Natural owns the largest interstate natural gas pipeline system in the United States, as measured by pipeline miles,
which reaches from west Texas to Michigan's Upper Peninsula. Northern Natural primarily transports and stores
natural gas for utilities, municipalities, gas marketing companies and industrial and commercial users. PacifiCorp
provides administrative services to Northern Natural under the IASA.
Northern Powergrid Holdings Company ('6Northern Powergrid") - an indirect wholly owned subsidiary of BIIE.
Northern Powergrid owns two companies that distribute electricity in Great Britain, Northern Powergrid (Northeast)
Limited and Northern Powergrid (Yorkshire) plc. Northern Powergrid also owns a meter asset rental business that
leases smart meters to energy suppliers in the United Kingdom and Ireland, an engineering contracting business that
provides electrical infrastructure contracting services primarily to third parties and a hydrocarbon exploration and
development business that is focused on developing integrated upstream gas projects in Europe and Aushalia.
PacifiCorp provides administrative services to Northem Powergrid under the [ASA.
NV Energy, Inc. ((lYV Enerry') - an indirect wholly owned subsidiary of BIIE. 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. PacifiCorp
provides administrative services to NV Energy under the IASA.
Nevada Power Company ("Nevada Power") - a wholly owned subsidiary of NV Energy. Nevada Power is a
regulated electric utility company serving retail customers in Nevada. PacifiCorp purchases wholesale energy and
transmission services from Nevada Power and pays Nevada Power for its share of the costs to operate and maintain
assets on the Harry Allen substation. PacifiCorp sells wholesale energy and transmission services to Nevada Power.
Nevada Power also provides administrative services to PacifiCorp under the IASA. PacifiCorp also provides
administrative services to Nevada Power under the IASA.
Sierra Pacific Power Company ("Sierra Pacific') - a wholly owned subsidiary of NV Energy. Siena Pacific is a
regulated electric and natural gas utility company serving retail electric customers and retail and transportation natural
gas customers in Nevada. PacifiCorp purchases wholesale energy and transmission services from Sierra Pacific.
PacifiCorp sells transmission services to Sierra Pacific. PacifiCorp also provides administrative services to Sierra
Pacific under the IASA.
PPW Holdings LLC - the holding company for PacifiCorp and a direct subsidiary ofBlIE. 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 of PacifiCorp. Fossil Rock served as the
leaseholder for certain coal reserves until June 5,2015, when the associated coal reserves were sold to Fossil Rock
Resources, LLC.
Pacific Minerals, Inc. ("PMI") - a wholly owned subsidiary of PacifiCorp that owns 66.67% of Bridger Coal
Company, the coal mining joint venture with Idaho Energy Resources Company (*IERC"), a subsidiary of Idaho
Power Company. PNtr is the entity that employs the individuals that work for Bridger Coal Company.
Bridger Coal Company ("Bridger Coal") - a coal mining joint venture 66.67% owned by PMI and 33.33% owned
by IERC. Bridger Coal was formed to supply coal to the Jim Bridger generating facility. The Jim Bridger generating
facility is 66.67Yo owned by PacifiCorp and 33.33o/o owned by Idaho Power Company. PacifiCorp provides
information technology and administrative services to Bridger Coal.
l8
Trapper Mining Inc. - a cooperative in which PacifiCorp holds a 21.40% interest, the Salt River Project Agricultural
Improvement and Power District, an unaffiliated entity, holds a 32.10% interest, Tri-State Generation and
Transmission Association, Inc., an unaffiliated entity, holds a26.57o/o interest and the Platte fuver Power Authority,
an unaffiliated entity, holds a 19.93% interest. Trapper Mining Inc. was formed to supply coal to the Craig generating
facility. The Craig generating facility is 19.28% owned by PacifiCorp. ln addition to Trapper Mining Inc. providing
coal to PacifiCorp, two PacifiCorp employees serye on the Trapper Mining Inc. board of directors. PacifiCorp is
compensated for this service.
PacifiCorp Foundation - an independent non-profit foundation created by PacifiCorp in 1988. PacifiCorp
Foundation supports the growth and vitality of the communities where PacifiCorp and its businesses have operations,
employees or interests. PacifiCorp Foundation operates as the Rocky Mountain Power Foundation and the Pacific
Power Foundation. PacifiCorp provides administrative services to the PacifiCorp Foundation.
Cottonwood Creek Consolidated Irrigation Company ("CCCIC') - a non-profit mutual inigation company,
which is a privately owned water stock company. PacifiCorp holds approximately 25.98% of the outstanding water
stock in CCCIC. PaciflrCorp pays annual assessment fees to CCCIC to help cover its operating and maintenance costs,
as well as other costs pertinent to conducting its business, in exchange for receiving access to water used by
PacifiCorp's Hunter generating facility. PacifiCorp also previously made capital investments in CCCIC to ensure a
long-term, firm water supply for its Hunter generating facility.
tr'erron Canal & Reservoir Company ("FCRC') - a non-profit mutual irrigation company, which is a privately
owned water stock company. PacifiCorp holds approximately 36.820/o of the outstanding water stock in FCRC.
PacifiCorp pays annual assessment fees to FCRC to help cover its operating and maintenance costs, as well as other
costs pertinent to conducting its business, in exchange for receiving access to water used by PacifiCorp's Hunter
generating facility. PacifiCorp also contracts additional water from FCRC, which is made available to the Hunter
generating facility through a long-term agreement between FCRC and PacifiCorp. The agreement calls for PacifiCorp
to make an annual payment to FCRC and in return, FCRC provides PacifiCorp up to 7,000 acre-feet of water.
Huntington Cleveland lrrigation Company ("HCIC') - a non-profit mutual irrigation company, which is a
privately owned water stock company. PacifiCorp holds approximately 34.12% 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.
l9
f. D. tr'inancial Statements
tr'inancial strtcments or trial bdances for the yeer ended December 31 , ?,019, ere included in Sccdon II.
Trensecdons.
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 of the 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 refurn on assets
Refer to Appendix A for a discussion of public utility commission orders approving transactions with affiliates.
At times, entities controlled by PacifiCorp directly transact with one another. Additionally, entities controlled by
PacifiCorp may transact directly with Berkshire Hathaway Energy Company (*B[IE") and its subsidiaries. As
PacifiCorp is not a party to these transactions, such transactions have been excluded from the tables presented on the
following pages and instead are disclosed in the footnotes to the tables.
The following items are excluded from this report as they do not constitute "seryices" as required by this report.
"Convenience" payments made to vendors by one entity within the BIIE group on behaffioe and charged to,
other entities within the BHE group. Such convenience payments reflect the ability to obtain price discounts
as a result of larger purchasing power.
Reimbursements by BHE for payments made by PacifiCorp to its employees under the long-term incentive
plan that was maintained by BHE upon vesting of the previously granted awards and reimbursements of
payments related to wages and benefits associated with transferred employees.
Refer to the following page for a summary of the transactions included in this Section tr.
(l) In this Section II. Transactions, the term "seryices" as used in the headers "PacifiCorp Received Services" and
"PacifiCorp Provided Seryices" encompasses both service and non-service transactions, which may include, but
is not limited to, goods, assets and fees.
a
o
a
a
a
2t
Summary of transactions included in Section II for the Year Ended I)ecember 3lr20l9
AtrIlrtdEndty
OrnerrtlD
Int!r6t
at of
12Btn0l9
Amdican Airlin6,Inc. YgS%
Amairo Exprcs Tmvel Related Swi6 CoDpany, Inc. lE.21o/o
Apple loc. 5.i3%
The Bal of No Yort Mellon Corpontion 99to/o
BNSF Railway Compmy 100.00%
Delta Air Line, !nc. 1096%
Envirom@t Ooe Corpontion I 00.00%
Flightsafety htmatiooal hc. f 00.00%
J. Aron & Compmy LLC 5.11o/o
Mmon Utilityllc 99.75o/o
Mood/s InvcstoB Strie l3.|io/o
Pm Mehin€ Compuy LLC 99.75%SouthwenAirlindco. tl,l9o/o
U.S. Buorp 9.610/o
Wells Faryo & Crmpatry 9.48o/o
Bstshte }lathaway Etrcgy Compmy 90.90o/oBHEAltaLhtLtd. 100.00%
BHE Rawable, LLC 100.00%
CalEnagy Gaaation Opcatiag Conpmy 100.00%
BHE U.S. Tmsision, LLC 100.00olo
Grid Asma, Lt,C 16.6'to/o
Elwtric Tmmisioo Taas, LIf 50.00%
MTL Cayotr Holdings, LLC 100.00%CalEnagyPhilippins vuious
Homasfli6 of Amdc{" Inc. 97.7E%Km Riva Gu Tmsmission Compmy I 00.0070
MHC IDc. 100.0eloMidAnaim EnergyCompmy 100.00/o
Midwest Capital Croup, Inc. 100.00/o
MidAmcrim Enrgy Sflies, LLC 100.00olo
Northm Natural Gm Compay 100.00%
Northm Powagrid Holdings Conpay 100.00%lWErqgy,Ioc. 100.00%NaadaPowaconpey 100.00%SimPrcificPowrCompmy 100.00%PPWHoldingsLLC 100.00%
Fosil Rock Fuels, Ll,C 100.007o
Pacific Mtuaals,Inc. 100.007o
Bridga Coal Company 66.67o/o
Tmppa Mining loc. 2t.40r/o
PacifiCorp Foudation 0.00olo
Cottonwood Crc€& Con$tdared hrigalio! Compmy 25.9to/o
Fmm Cual & Rewoir Compmy 36.t2o/o
Hutingt@ Clecland krigation Compmy 34.12o/o
62,974
409,072
It2,2t4
3s20t,7s4
1,t93,t77
21,28t
14,200
14,666,938
17,510
500,454
26,806
56,695
355,291
l,l07,l l4 344,870
62,974
w,072
tt22t4
3s20t,7s4
1,t93,177
2128t
14200
14,666,938
17,510
500,454
26,806
56,695
35s291
1,451,984
4963,1t9
2927
r rE,335
55,06t
70,506
762
184,52'7
2,072
4,508
'14,023
t,737
r4lJ20
28,845
5,0E2,124
55,068
'73,433
762
t96,934
2,072
4,50t
74,023
1,737
t4t,320
2t,938
494,17t
4,E29til
203
4,175
86;145
7t,566
60,015
2t6970
50,512
t2107_
.
93
1312,195
3,0E0,471 250
1,312,195
3.0t0,?21
494,31E
4J01,310 42t,t0t
203
4,t75
86,745
7 t,566
60,01 5
tt,400
50,512
t27,670 1,760265
367,il0
467,t04
47,489
2,228,069
4t5299
t42,144,t3t
13,332,t76
1,341,044
7,028
185,616
143Jt5,t75
13,339204
t85,616
325)2t
1,049,366
528,309
325,32t
1,049J66
528,309
Total AfEliatcd Servi6 by Category $ 10,002,574 $ 1,47t.420 $ t1,413,994 $ 217,747,t42 $ 2,394.101 $ 220.141.943
(l) Itrtmnpey Administrative Sni@s Agrmflt
Sentca prolded punuttoite IASA
Totrl
P.cUCorpP.clfiCorp PrclfrCorp Reclved.rdReeiYcd Prfllded Provldcd
NGIASA good!.Dd snlc6
Ioarl
PecfrCorpPrcmcffp PrctfiCorp Reelvcd rndReehd Prwtdd Prwldcd
22
American Airlines, Inc.
Afliliated Transactions
For the Year Ended December 31, 2019
Account l)eccrlotion
Travel services
Totd
$
$
Basis of priciug
Cost of service
The margin of charges ov€r costs
Assets allocable to the services
The overall rate ofreturn on assets
PrciftCorp
Recelvcd Servtces
31,618 $
PaciftCorp
Provided Scrvtces
31,618 $
(a)
(a)
(a)
(a)
(a)
N/A
N/A
N/A
N/A
N/A
(a) American Airlines, hc. povidcs scrviccs to PacifiCorrp in thc ncmal course of busincss at staadrd pricing.
For further infomration on the following financial statem€nts, refer to American Airlines, Inc.'s Fomr l0-K
for the year ended Decembsr 31,2019 @le No. 001-2691) at www.sec.gov.
23
AMERICAN AIRLINES, INC.
CONSOLIDATED BALANCE SHEETS
(ln millions, except share and par value)
December 31,
2019 2018
ASSETS
Curront assets
Cash
Short-term investments
Restricted cash and shorl-term inveslments
Accounts receivable, net
Receivables from related parties, net
Aircraft fuel, spare parts and supplies, net
Prepaid expenses and other
Total current assets
Operatlng property and equlpmont
Flight equipment
Ground property and equipment
Equipment purchase deposits
Total property and equipment, at cost
Less accumulated depreciation and amortization
Total property and equipment, net
Operating lease rightof.uso asssts
Other assets
Goodwill
lntangibles, net of accumulated amortization of $704 and $663, respectively
Defened tax asset
Other assets
Total other assets
Total assets
LIABILITTES AND STOCKHOLDER'S EQU]TY
Current liabllltlos
Current maturities of long-term debt and finance leases
Accounts payable
Accrued salaries and wages
Air traffc liability
Loyalty program liability
Operating lease liabilities
Other accrued liabilities
Total cunent liabilities
Noncurrent liabilities
Long-term debt and finance leases, net of cunent 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
Total stockholder's equity
Total liabilities and stockholdeds equity
24
$267 $
3,543
158
1,770
12,451
1,754
584
265
4,482
154
1,755
10,666
1,442
493
20,527
42,213
9,089
1,674
19,257
41,180
8,466
1,277
52.576
(18,33s)
50,923
(17,123)
34,6/.',!
8,694
4,091
2,084
689
1,164
33,800
9,094
4,091
2,137
1,280
1,219
8,028 8,727
$71,890 $70,878
$2,358 $
1,990
1,461
4,808
3,'t93
1,695
2,055
2,547
1,707
't,363
4,339
3,267
1,639
2,259
1 7,560
20,6U
6,008
5,422
7,388
1,406
17,'.t21
20,650
6,863
5,272
7,857
1,345
40,908
16,903
(6,423)
2,942
41,987
16,802
(5,992)
960
13,422 't1,770
$71,890 $70,878
AMERIICAN AIRLINES, INC.
CONSOLIDATED STATETIENTS OF OPERANONS
(ln mllllona)
Year End.d O.c.mb.r 31,
2019 201E 2017
Opcretng irvanuaa:
Passenger
Caryo
Other
Total operatrg ra\r€nu€s
Operatlng expenser:
Ahcratlfud and rclaiod tat€s
Salaries, wages and benefits
Reglonal axpensc
Maintenance, materials and repairs
Ofi€r rent and hnding feoe
Aircraft rent
Selling alpensee
Depreciation and amotization
Special iterns, nct
Other
Total oporatng sxpensos
Operatlng lncome
Noroperdng lncomc (orpcnre):
lnterest income
lntorsst o,genso, net
Other income, net
Total nonoperatng expense, net
Income befone lncome taxes
lncometax prcvblon
Net lncome
$42,010
863
2,888
$ 40,676
1,013
2,U1
44,530
$39,131
890
2,589
tt2,6t045,761
7,526
12,600
7,518
2,380
2,055
1,326
1,602
1,982
635
5,090
8,053
12,240
7,064
2,050
1,900
1,2U
1,520
1,839
787
s,090
6,128
11,%2
6,572
1,959
r,806
1,197
1,477
1,702
7',12
4,910
42,714 41,&7 38,405
3,M7
515
(1,10e)
1s2
2,723
330
(1,028)
167
4,205
215
(e88)
123
1142',,(531)(650)
2,605
633
2,192 3,555
534 2,270
$'t,972 $1,658 $1,285
25
American Express Travel Related Services Company, Inc.
Affiliated Transactions
For the Year Ended December 31, 2019
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 ofreturn on assets
PacifiCorp
Received Services
$62,974 $
PacifiCorp
Provided Services
$62,974 $
(a)
(a)
(a)
(a)
(a)
N/A
N/A
N/A
N/A
N/A
(a) Americaa Express Travel Related Services Company, Inc. provides services to PacifiCorp in the normal course ofbusiness at
standard pricing.
American Express Travel Related Services Company, Inc. is not a public company, and its financial
statements are not available. The financial statements of its parent company, American Express Company,
are included. For further information on the following financial statements, refer to American Express
Company'sForm l0-KfortheyearendedDecember3l,2019 (FileNo.00l-7657) atwww.sec.gov.
26
American Express Company
CONSOLIDATED BALANCE SHEETS
December 31(Millions,except share data)2019 20L8
Assets
Cash and cash equivalents
Cash and due from banks $
lnterest-bearing deposits in other banks (includes securities purchased under resale
asreements:20.19, $87; 2018, $64)
3,402 $
20,392
138
3,253
24.026
166Short-term investment securities
Total cash and cash equivalents
Card Member receivables (includes gross receivables available to settle obligations of a
consotldateO varlable interbst entityl2019, $8,284: 2018, $8,539), less reserves:2019, $619;
2018, $573
Card Member loans (includes gross loans available to settle obligations of a consolidated variable
interest entity:2019, $32,23Ot2018, $33,194), less reserves:2019, $2,383; 2018, $2'i34
Other loans, less reserves: 2019, $152;2018, $124
lnvestment securities
Premises and equipment, less accumulated depreciation and amortization:2019, $6,562; 2018,
$6,015
Other assets (includes restricted cash of consolidated variable interest entities: 2019, $85; 2018,
$70)
23,932
56,794
84,998
4.626
8,406
4,834
t4,731
27,445
55,320
79.720
3,676
4,647
4,4L6
13,378
Total assets $ 198,32r $ 88,602
Liabilities and Shareholders' Equity
Liabilities
Customer deposits
Accounts payable
Short-term borrowings
Long-term debt (includes debt issued by consolidated variable interest entities:2019, $19,668;
2018, $19,509)
Other liabilities
$73,287 $
12,738
6,42
57,835
24,98
69,960
L2.255
3,100
58,423
22,574
Total liabilities $t75,250 $ 166,312
Contingencies and Commitments (Note 12)
Shareholders' Equity
Preferred shares, $1.662/3 par value, authorized 20 million shares; issued and outstanding 1,600
shares as of December 3l,2OL9 and2018 (Note 16)
Common shares, $0.20 par value, authorized 3.6 billion shares; issued and outstanding 810
million shares as of Decdmber 31, 2019 and847 million shares as of December 31, 2018
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Net unrealized debt securities gains (losses), net of tax of: 2019, $11; 2018' $(1)
Foreign currency translation adiustments, net of tax of: 2019, $(319); 2018, $(300)
realized pension and other postretirement benefits, net of tax of: 2019, $(208); 2018'Net un
$(170)
163
Lt,774
13,871
33
(2,18e)
(58r)
170
L2,2L8
L2.499
(8)
(2,133)
(456)
Total accumulated other comprehensive loss (2,737)(2.597',t
Total shareholders' equity 23,O7r 22,290
Total liabilities and shareholders' equity $ 198,32r $ 188,602
27
American Express Company
CONSOLIDATED STATEMENTS OF INCOME
Year Ended 3L(Millions. exceot oer share 2019 2018 20t7
Revenues
Non-interest revenues
Discount revenue
Net card fees
Other fees and commissions
Other
$26,167 $
4,O42
3,297
l,rlil0
24.72L $
3,Mt
3,153
1,360
22,890
3,090
2,990
L,457
Total non-interest revenues 34,936 32,67s 30,427
lnterest income
lnterest on loans
lnterest and dividends on investment securities
Deposits with banks and other
11,308 9,94L
118
547
8,1/t8
188
s88
89
326
Total interest income 12,o84 10,606 8,563
lnterest expense
Deposits
Long-term debt and other
1,559
1,905
3,464
L,287
1,656
779
1,333
Total interest expense 2,943 2,LLz
Net interest income 8,620 7,663 6,451
Total revenues net of interest expense r13,556 40,338 36,878
Provisions for losses
Charge card
Card Member loans
Other
953 937
2,266
149
795
1,868
97
2,462
148
Total provisions for losses 3,573 3,352 2,760
Total revenues net of interest expense after provisions for losses 39,983 36,986 34,118
Expenses
Marketing and business development
Card Member rewards
Card Member services
Salaries and employee benefits
Other, net
7,1L4
r0,439
2,222
5,911
5,868
6.470
9,696
1,777
5,250
5,67L
5,722
8,687
1.392
5,258
5,634
Total expenses 3r,554 28,864 26,693
Pretax income
lncome tax provision
8,429
1,670
8,L22
L,2OL
7.425
4,677
Net income $ 6,759 $ 6,921 $ 2,748
Earnings per Common Share - (Note 2l}"1
Basic
Diluted
$
$
8.00
7.99
$
$
7.93 $
7.9L $
3.00
2.99
Average common shares outstanding for earnings per common share:
Basic
Diluted
828 8s6
859
883
886830
(a) Represents net income less (i) earnings allocated to participating share awards of $47 million, $54 million and $21 million for theyears ended December 31, 2019, 2018 and 2Ol7 , respectively, and (ii) dividends on preferred shares of $81 million, $80 million and
$81 million for the years ended December 31, 2019, 2018 and 2017, respectively.
28
Apple Inc.
Affiliated Transactions
For the Year Ended December 31, 2019
Account Description
Wholesale energy purchases
Total
Basis of pricing
Cost ofservice
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp
Received Services
$409,072 $
PacifiCorp
Provided Services
$409,072 $
(a)
(a)
(a)
(a)
(a)
N/A
N/A
N/A
N/A
N/A
(a) Wholesale energy purchases are priced at a tariffrate on file with the Oregon Public Utility Commission.
For further information on the following financial statements, refer to Apple Inc.'s Form l0-K for the year
ended September 28, 2019 (File No.00l-36743) at www.sec.gov.
29
Apple lnc.
CONSOLIDATED BALANCE SHEETS
(ln millions, except number of shares which are reflected in thousands and par value)
September 28, September 29,2019 2018
ASSETS:
Current assets:
Cash and cash equivalents
Marketable securities
Accounts receivable, net
lnventories
Vendor non-trade receivables
Other cunent assets
Tohl current assets
Non-current assets:
Marketable securities
Property, plant and equipment, net
Other non-current assets
Total non-current assets
Tohl assets
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable
Other current liabilities
Delerred revenue
Commercial paper
Term debt
Total current liabilities
Non-current liabilities:
Term debt
Other non-current liabilities
Total non-current liabilities
Tohlliabilities
Commitments and contingencies
Shareholders' equity:
Common stock and additional paid-in capital, $0.00001 par value: 12,600,000 shares
authorized; 4,443,236 and 4,754,986 shares issued and outstanding, respectively
Retained earnings
Accumulated other comprehensive income/(loss)
Total shareholders' equity
Total liabilities and shareholders' equity
$48,844 $
51,713
22,926
4,106
22,878
12,352
25,913
40,388
23,186
3,956
25,809
12,O87
't62,819
105,341
37,378
32,978
131 ,339
170,799
41,304
22,283
175,697 234,386
$ 338,516 $ 365,725
$46,236 $
37,720
5,522
5,980
10,260
55,888
33,327
5,966
11,964
8,784
105,718
91,807
50,503
1 15,929
93,735
48,914
142,310 142,U9
248,028 258,s78
45,174
45,898
(s84)
40,201
70,400
(3,4s4)
90,488 107,147
30
$ 338,s16 $ geS,zZS
Apple lnc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(ln millions, except number of shares which are reflected in thousands and per share amounts)
Yeata ended
September 28,
2019
September29, September30,2018 20fl7
Net sales:
Products
Services
Total net sales
Cost of sales:
Products
Services
Total cost of sales
Gross margin
Operating expenses:
Research and development
Selling, general and administrative
Total operating expenses
Operating income
Other income(expense), net
lncome before provision for income tiaxes
Provision for income tiaxes
Net income
Earnings per share:
Basic
Diluted
Shares used in computing earnings per share:
Basic
Diluted
$213,883 $
46,291
225,847 $
39,748
196,534
32,700
260,174 265,595 229,2U
144,996
16,786
148,164
15,592
126,337
14,711
161,782 163,756 141,048
98,392 101,839 88,186
16,217
18,245
14,236
16,705
11,581
15,261
26,842u,462 30,941
63,930
1,807
70,898
2,005
61,344
2,745
65,737
10,481
72,903
13,372
64,089
15,738
$ 55,256 $ 59,531 $ 48,351
$
$
4,617,8U
4,648,913
4,955,377
5,000,109
9.27
5,217,242
s,251,692
11.97 $
11.89 $
12.01 $
1 1.91 $9.21
3l
The Bank of New York Mellon Corporation
Affiliated Transactions
For the Year Ended December 31, 2019
Account l)escription
Trustee, custodial and lending services
Total
PacifiCorp
Received Services
PacifiCorp
Provided Services
$182,214 $
$182,214 $
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) The Bank ofNew York Mcllon Corporation provides austee, custodial and lending services to PacifiCorp in the normal course
ofbusiness at standard pricing.
For further information on the following financial statements, refer to The Bank of New York Mellon
Corporation's Form l0-K for the year ended December 31,2019 (File No. 001-35651) at www.sec.gov.
32
Consolidated Balance Sheet
The Bank of New York Mellon Corporation (and its subsidiaries)
Dec.3l.
(dollars in millions, except per share amounts)2019 2018
Asscts
Cash and due from banks
Interest-bearing deposits with the Federal Reserve and other central banks
Interest-bearing deposits with banks (52,437 and $2,394 is restricted)
Federal funds sold and securities purchased under resale agreements
Securities:
Held-to-maturity (fair value of $34,805 and $33,302)
Available-for-sale
$4,830 $
95,042
14,811
30,182
34,483
88,550
5,864
67,988
14,148
46,795
33,982
85,809
Total securities
Trading assets
Loans
Allowance for loan losses
123,033 lt9,79l13,571 7,03554,953 56,564(122\ (146)
Net loans
Premises and equipment
Accrued interest receivable
Goodwill
Intangible assets
Other assets (includes $419 and $742, x fair value)
Subtotal assets ofoperations 381,263 362,410
Assets of consolidated investment management funds, at fair value 245 463
Total assets $ 381,508 $ 362.873
Liabilities
Deposits:
Noninterest-bearing (principally U.S. offices) $ 57,630 $ 70,783
Interest-bearing deposits in U.S. oflices 101,542 74,904
Interest-bearine deDosits in non-U.S. oftices too.294 93-091
54,831
3,625
624
17J86
3,107
20221
56,418
t,832
671
17,350
3,220
21,298
Total deposits
Federal funds purchased and securities sold under repurchase agreements
Trading liabilities
Payables to customers and broker-dealers
Commercial paper
Other borrowed funds
Accrued taxes and other expenses
Other liabilities (including allowance for lending-related commitments of $94 and $ 106, also includes $607
and $88, at fair value)
Long-term debt (includes $387 and $371, at fair value)
259,466
11,401
4,Ul
18,758
3,959
599
5,642
7,612
27,501
238.778
14,243
3,479
19,731
1,939
3,227
5,669
5,774
29,t63
Subtotal liabilities of operations
Liabilities of consolidated investment management funds, at fair value
339,779
I
322,003
2
Total liabilities
Temporary cquity
Redeemable noncontrolling interests
Permanent equity
Preferred stock - par value $0.01 per share; authorized 100,000,000 shares; issued 35,826 and 35,826 shares
Common stock - par value $0.01 per share; authorized 3,500,000,000 shares; issued 1,374,443,376 and
1,364,877,915 shares
Additional paid-in capital
Retained eamings
Accumulated other comprehensive loss, net of tax
Less: Treasury stock of473.760,338 and 404,452,246 common shares, at cost
339,780
143
3,542
l4
27,515
31,894
(2,638)
(1E,844)
322,005
129
3,s42
t4
27,118
28,652
(3,171)
(15,5 l7)
Total The Bank of New York Mellon Corporation shareholders'equity 41,483 40,638
Nonredeemable noncontrolling interests of consolidated inveshnent management funds 102 l0l
Total permanent equitv 41585 40,739
Total liabilities, temporary equiry and perDaqent equiw S 381,508 $ 3rrritv S lfll 5OR ( ?6) .
JJ
The.Bank of NewYork Mellon Corporation (and its subsidiaries )
Consolidated !ncome Statement
Year ended Dec. 31,
(in millions)2019 2018 2017
Fcc lnd othcr rcvenuc
Investmenl services fees:
Asset servicing fees
Clearing services fees (a./
Issuer services fees
$4,563 $
1,648
I,130
559
4,608 $
t,616
1,099
5s4
4,383
l,598
977
557Treasurvservices fees
Total investrnent services fees (a,)
Investnent management and performance fees (a,)
Foreign exchange and other trading revenue
Financing-related fees
Distribution and servicing
Investment and other income
7,900
3J8e
654
196
129
96t
7,877
3,647
732
207
139
240
7,515
3,539
668
216
160
64
Total fee revenue 13236 12,8A D)62
Net securities (losses) gains - including other-than-temporary impairment (17) (47) 6
Noncredit-related portion of other-than-temDorary impairment (recopized in other comprehensive income) I I 3
Net securities 0osses) gains (1E) (48) 3
Total fee and other revenue 1321E 12,794 12,165
Opcrations of consolideted invcstmcnt mrnegement funds
Investment income (loss) 57 (12) 74
Interest of investrnent management fund note holders I 1 4
Income (loss) from consolidated invesfirent management funds 56 (13) 70
Net interest nrvcnuc
lnterest revenue 7,548 6,432 4,382
Interest 4,360
Net interest revenue
Total revenue
Provision for crcdit losses
Noninterest expensc
Staff
Professional, legal and other purchased services
Software and equipment
Net occupancy
Sub-custodian and clearing
Disfibution and servicing
Business development
Bank assessment charges
Amortization of intangible assets
Other
(2s)
6,063
rJ4s
1,222
564
4s0
374
213
125
tt7
427
16,392 15,s43(ll) (24)
6,145 6.0331,334 1,2761,062 985630 510450 414406 419228 229
170 220180 209
606 602
Total noninterest exDense 10,900 It.2ll 10.957
lncome
Income before income taxes
Provision for income taxes
5,5E7
1.120
5,192
938
4,610
496
Net income 4,467 4,254 4,114
Net (income) loss attributable to noncontrolling interests (includes $(26), $12 and $(33) related to
consolidated investrnent management firnds, respectively) Q6) 12 (24)
Net income applicable to shareholders of The Bank ofNew York Mellon Corporation 4,441 4,266 4,090
Preferred stock dividends
Net income aoolicable to common shareholders of The Bank York Mellon Corporation $ 4272 $ 4.097 $ 3.915
(a) In 20 I 9, we reclassif ed certain platform-related fees lo clearing seryices fees from investment management and performance fees. Prior periods
hove been reclassified.
34
The Bank of NewYork Mellon Corporation (and its subsidiaries)
Consolidated !ncome Statement (continued)
Net incomc eppliceble to common sharcholders of Thc Bank of Ncw York Mcllon Corporation used
for thc carnings per sharc calculrtion Ycar ended Dec. 3 l,
(in millions) 2019 2018 2017
Less: Earnings allocated to participating securities 18 27 43
Net income applicable to
required adiustment for
common shareholders of The Bank of New York Mellon Comoration aftershah $ tlst $ 4,070 $ 3,872the calculation ofbasic and diluted eamings per common
Avcregc common shercs end cquivelcnts outstending of Thc Bank of Ncw York Mcllon Corporation Year ended Dec. 31,(inthousands) 2019 2018 2017Basic 939,623 1,002,922 1,034,281
Common stock equivalents 5,0E7 6,801 13,030
Less: Partjcipating securities (1,601) (2,582\ (7,021)
Diluted
Anti-dilutive securities /a)
943,109
4,014
1,007,141
6,8M
1,M0,290
12,383
(a) Represents stock options, restricted stock, restricted stock tuits and Wrticipating securities outstanding but not included in the compu.tation of
diluted average common shares because their effect would be anti4ilutive.
Eernings pcr sherc applicablc to common shancholders of Thc Benk of Ncw York Mcllon Corporation
(in dollars)
Year ended Dec. 3l
20t9 2018 2017
Basic
Diluted
$
$
4.s3 $
4.sr $
4.06 $
4.04 $
3.74
3.72
35
BNSF Railway Company
Affiliated Transactions
For the Year Ended December 31, 2019
Account Descriotion
Rail services
Right of way fees
Total
$
Basis of pricing
Cost of service
The margin ofcharges over costs
Assets allocable to the services
The overall rate ofreturn on ass€ts
PacifiCorp
Received Services
PacifiCorp
Provided Services
35,158,552 $
43,202
$ 35,201,754 $
(a)
(a)
(a)
(a)
(a)
N/A
N/A
N/A
N/A
N/A
(a) Rail sewices are based on negotiatod prices under long-tem contracts. Right-of-way fees are based on factors such as square
footage.
For further information on the following financial statements, refer to BNSF Railway Company's
Consolidated Financial Statements for the year ended December 31,2019 at www.bnsf.com.
36
BNSF Railway Company and Subsidiaries
Consolidsted Bolunce Sh eets
In millions
December 31,
2019
December 31,
2018
Assets
Current assets:
Cash and cash equivalents
Accounts receivable, net
Materials and supplies
Other current assets
ss7 $
1,874
789
129
513
1,784
793
297
$
Total current assets
Property and equipment, net of accumulated depreciation of $ 12,065 and $9,98 I ,
respectively
Goodwill
Operating lease right-of-use assets
Other assets
3,349
64,343
14,803
2?64
2,723
3,387
63,147
14,803
2,618
Total assets $ 87,482 $ 83,955
Liabilities and Stockholder's Equity
Current liabilities:
Accounts payable and other current liabilities
Long-term debt and finance leases due within one year
$3,619 $
t2t
3,082
80
Total current liabilities
Deferred income taxes
Operating lease liabilities
Long-term debt and finance leases
Casualty and environmental liabilities
Pension and retiree health and welfare liability
Other liabilities
14,430
1,614
1,151
465
285
1,287
1,269
486
26',7
1,400
3,740 3,162
13,875
Total liabilities 22,972 20,459
Commitments and contingencies (see Note 12)
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
52,655
(31,210)
145
42,920
45,748
(25,302)
130
Total stockholder's equity 64,510 63,496
Total liabilities and stockholder's equity
37
$ 87,482 $ 83,955
BNSF Railway Company and Subsidiaries
Consolidated Statements of Income
In millions
Years ended December3l,
2019 2018 2017
Revenues $ 22,745 S 22,999 $ 20,747
Operating expenses:
Compensation and benefits
Fuel
Depreciation and amortization
Purchased services
Equipment rents
Materials and other
s270
2,944
2,389
2,0E6
758
r239
5,322
3,346
2,306
2,168
732
1,329
4,968
2,518
2,341
2,019
784
875
Total operating expenses 14,686 15,203 13,505
Operating income
Interest expense
Interest income, related parties
Other (income) expense, net
8,059
57
(8e2)
Qze)
7,796
5l
(643)
(70)
7,242
43
(360)
(24)
Income before income taxes
Income tax expense (benefit)
9,123
2216
8,458
2,019
7,583
(4,536)
Net income $6,907 $ 6,439$ t2,tt9
38
Delta Air Lines, Inc.
AffiIiated Transactions
For the Year Ended December 31, 2019
Account Descriotion
Travel scrvices
Totel
Basis of pricing
Cost ofscrvice
The margin ofcharges ov€r costs
Assets allocable to the serviccs
The overall rate ofretum on assets
PecifiCorp
Received Servicec
$ 1,193,177 $
PecifiCorp
Providcd Services
$ 1,193,177 $
(a)
(a)
(a)
(a)
(a)
N/A
N/A
N/A
N/A
N/A
(a) Delta Air Lincs, Inc. provitcs scrvices to PacifiCorp in ttc namal oounc of busincss at rtmdard picing
For further information on the following financial statem€ots, refer to Delta Air Lines, Inc. Form lO-K for
the ycar ended Decelnbcr 31,2019 @ile No. Nl-5424) at u vw.sec.gov.
39
DELTA AIR LII\IES,INC.
Consolidatcd Belencc Shccts
Dccrmbcr3l,
0tr millionr,crclot lhrrc drtr)20t9 20tE
ASSETS
Currcnt A.srctr:
Cash and crsh cquivalens
Accomts receivable, net ofan allowance for uncollectible accounts of$13 and $12 at December 31, 2019 and 2018, respectively
Fuel inventory
Expendable parts and supplies inventories, net ofsn allowance for obsolescence of$82 and $102 at Dec€mber 31, 2019 and 2018, respectively
Prepaid expenses and orher
Total current assets
Noncurr,cnt Arsctc:
Property and equipmen( net ofaccumulated deprecistion and rmortization of$17,027 anillls,t2} a Decembcr 31, 2019 and 2018, respectively
Operating lease right-of-use assets
Goodwill
Identifiable intangibles, net ofaccumulated amortization of$873 and $862 at December 31, 2019 and 201t, respectively
Cash resricted for Eirport consEuctiom
Other nolrcurent asseB
Total noncurrent asscts
Total ass€ts
LIABILITIES AND STOCXHOLDERS' EQUITY
Crrcnt Lirblllticr:
Currem maturities of debt and frnance leases
Cunent maturities of opetaring lease
Air traflic liability
Acrounts payable
Accrued salaries and related benefits
Loyalty program defened ,evenue
Fuel card obligation
Oher accrued liabilities
Total current liabilities
Noncumnt Lhbilitid:
Debt and finance leases
Pension, posretirement and related benefits
Loyalty prograrn deferred revenue
Noncurrent operating leases
Deferred inconre tsx€s, mt
Other noncurrert liabilities
Total noncunent liabilities
CoEEltD.trtt md Colti[Ec[clc3
$otlLoldcrrr Equity:
Common srock m $0.0001 par value; 1,500,000,000 shares authorized,65l,73l,443 and 68t,136,306 shares issued at December 31,2019 and
2018, respectively
Additional pai&in capiul
Retained eamings
Accumulared other conprehursive lms
Treasury stock, at cost, 8,959,730 and t,l9l,t3l shares at December 31, 2019 and 2018, respectively
Total stockholden' equity
Toal liabilities and stockholders' equity
$2,tt2 i 1,s65
2,rt4
592
463
1,406
2,8s4
7t0
52t
1,262
t24e 6,340
3lrr0
s,627
9,78t
5,163
636
3,76
2833s
5,994
9,7tt
4,t30
1,136
3,850
56,283 53,926
$ a,$2 I fi266
$2,287 $
t0l
5,1 t6
3266
3,70t
3219
7t6
1,078
1,518
955
4,66t
2,976
1,2t7
2,9t9
1,075
I,l t7
20,2U 18,578
t,t73
t,452
3,s09
s,294
1,456
1,386
t2s3
9,163
,,652
5,t01
163
969
2t,970 28,001
11,129
t2As4
(7,9r9)
(236)
I1,67t
10,039
(7,t25)
(le8)
15,358 It,6E7
$64,st2 $ 60,266
40
DELTA AIR LINES! INC.
Consolidatcd Strtcmctrtr of Opcretionr
Ycer Endcd llcccmbcr 31,
(fu milionr, .xc.pt pcr rhrrc drte)2019 20rt 20tt
Opcnting Rcvcnuc:
Passenger
Crgo
Other
Total operating rcvcnue
Opcrrting Erpcnsc:
Salarics and related costs
Aircraft fircl and rclatcd taxes
Regional carriers expense, excluding fuel
Contractcd scrvices
Depreciation and amortization
Passengcr commissions rnd othcr selling expenses
Landing fees and other rents
Aircraft maintenance materials md outside repairs
Profit sharing
Passenger service
Ancillary businesscs and refmery
Aircraft rent
Other
Total opcrating cxpense
Opcrrting Incomc
Noa-Opcnting Erpcnrc:
Interest exp€nse, net
Gain(loss) on investn€nts, net
Miscellaneous, net
Total non opcrating experse, net
Iacomc Dcforc Incomc Trrcs
Inconc Trr Provirion
Nct Inconc
BrCc Errnings Pcr Sherc
Diluted Errningc Per Shrrc
Crrh Dividcndr Dcchrcd Pcr Shrrc
$ 42,277 $
3,977
$ 36,947
3,447
744753
39,755
865
3,818
47,N7
n,225
t,519
3,584
2,&l
2,58t
1,93
r,762
1,751
t,643
t,25t
t,245
423
1,7?l
40,389
M,438 4l,l3E
10,743
9,U0
3,438
2,175
2,329
1,941
1,662
1,575
1,301
1,178
t,695
394
t,723
10,0s8
6,756
3,466
2,108
2,222
r,827
1,501
1,591
1,065
1,t23
1,495
351
1,609
39,t74 35,172
6,618
(301)
l19
(238)
5,264 596
(3e6)(31 l)
3E
160 (70)
(420)(ll3)
5,151
(1,216)
(466)
5,500
(22es)
6,19t
(1,431)
s 4,767 $ 3,935 $ 32os
$
$
$
$
$
$
$
$
$
7.32
't.30
l.5l
5.69
5.6?
l.3l
4.45
4.43
1.02
4l
Environment One Corporation
Affiliated Transactions
For the Year Ended December 31, 2019
Account Description
PacifiCorp
Received Services
Equipment parts
Total
$21,281 $
$21,281 $
Basis of pricing
Cost of service
The margin ofcharges over costs
Assets allocable to the services
The overall rate ofreturn on assets
(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 axe not available.
PacifiCorp
Provided Services
(a)
(a)
(a)
(a)
(a)
N/A
N/A
N/A
N/A
N/A
42
FlightSafety International Inc.
Affiliated Transactions
For the Year Ended December 31., 2019
Account Descriotion
Aviation training
Total
$
$
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp
Received Services
14,200 $
PacifiCorp
Provided Services
14,200 s
(a)
(a)
(a)
(a)
(a)
N/A
N/A
N/A
N/A
N/A
(a) Flightsafety Int€rnationil Inc. provides seirices to PacifiCorp in the normal coune of business at stmdard pricing.
FlightSafety International Inc. is not a public company, and its financial statements are not available.
43
J. Aron & Company LLC
Affiliated Transactions
For the Year Ended December 31, 2019
Account Description
PacifiCorp
Received Services
PacifiCorp
Provided Services
Financial transactions related to energy hedging
activity (")
Interest earned o)
Total
Basis of pricing
Cost of service
The margin ofcharges over costs
Assets allocable to the services
The overall rate ofretum on assets
$ 14,666,938 $
$15,874,950 $
(1,208,012)
See discussion below
See discussion below
See discussion below
See discussion below
See discussion below
N/A
N/A
N/A
N/A
N/A
(a) Represents the financial impact realized on natural gas swaps during the year ended December 31, 2019. In conjunction with
these swap arangements, PacifiCorp had posted $47,000,000 ofcollateral at J.Aron & Company LLC at Decemb€r 31,2019.
Please rcfer to firther discussion below.
(b) RQresents interest eamed oo collateral posted during the year ended December 31,2019 in conjunction with the natural gas
swaps discussed in (a) above.
The costs incurred with J. Aron & Company LLC for the natural gas swaps included above are only one
component of PacifiCorp's overall risk management process, which is designed to identifr, 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 facilify availability,
customer usage, storage, and transmission and transportation constraints. To mitigate a portion of its
commodity price rislq 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, 201 9.
J. Aron & Company LLC is not a public company, and its financial statements are not available. The
financial statements of its parent company, The Goldman Sachs Group, Inc., are included. For further
information on the following financial statements, refer to The Goldman Sachs Group, Inc.'s Form l0-K for
the year ended December 31,2019 (File No. 001-14965) at www.sec.gov.
44
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
$ in millions
As of December
2019 2018
Assets
Cash and cash equivalents
Collateralized agreements:
Securities purchased under agreements to resell (includes $85,691 and $139,220 at fair value)
Securities borrowed (includes fl6279 and $23,142 at fair value)
Customer and other receivables (includes $53 and $160 at fair value)
Trading assets (at fair value and includes $66,605 and $47,371 pledged as collateral)
lnvestments (includes $57,827 and $45,579 at fair value, and $10,968 and $7,710 pledged as collateral)
Loans (includes $14386 and $13,416 at fair value)
Other assets
$13:t,546 $130.s47
85,691
136,O71
74,605
355,332
6:t,937
108,904u,8u
139,258
135,285
72,455
280,1 95
47,224
97,837
28,995
Total assets $992,968 $931,796
Liabilities and shareholders' equity
Deposits {includes $17,765 and $21,060 at fair value)
Collateralized f inancings:
Securities sold under agreements to repurchase (at fair value)
Securities loaned (includes $714 and $3,241 at fair value)
Other secured financings (includes $18,071 and $20,904 at fair value)
Customer and other payables
Trading liabilities (at fair value)
Unsecured short-term borrowings (includes $26,007 and $16,963 at fair value)
Unsecured long-term borrowings (includes $43,661 and $46,584 at fair value)
Other liabilities (includes $150 and $132 at fair value)
$190,019 $158,257
117,756
14,985
19277
174,817
108,8:15
48.287
207,076
21,651
78,723
11,808
21,433
180,235
108,897
40,502
224,149
17,607
Total liabilities 902,703 841.611
Commitments, contingencies and guarantees
Shareholderc' equity
Prefened stock; aggregate liquidation preference of $11203 and $1 1 ,203
Common stock; 896,7t1i1,650 and 891 ,356,284 shares issued, and 347,*3,184 and 367 ,741 ,973 shares outstanding
Share-based awards
Nonvoting common stock; no shares issued and outstanding
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income/(loss)
Stock held in treasury, at cost; 549,/89,468 and 523,614,313 shares
11203
9
3,195
l't,203
9
2,845
54,883 54,005106,'165 100,100l1,484.l 693(84,006) {78,670}
Total shareholders' equity 90265 90,185
Total Iiabilities and shareholders'$931 796
45
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
Year Ended December
in millions, except per share amounts 20t9 2018 2017
Revenues
lnvestment banking
lnvestment management
Commissions and fees
Market making
Other principal transactions
$ 6,798
6,189
2,98
10,157
6,052
$ 7,430
6,590
3,1 99
9,724
5,906
$ 7,076
5,867
3,051
7,853
5,951
Total non-interest reven ues 3a1U 32,U9 29,798
lnterest income
lnterest expense
21,738
17376
19,679
15,912
13,113
1 0,1 81
Net interest income 4362 3,767 2,932
Total net revenues 36,546 36,616 32,730
Provision for credit losses
Operating exponses
Compensation and benefits
Brokerage, clearing, exchange and distribution fees
Market development
Communications and technology
Depreciation and amortization
Occupancy
Professional fees
Other exoenses
1,065 674 657
12353
3252
739
1,167
1,7U
1,O29
r316
3338
12,328
3,200
740
1,023
1,328
809
1,214
2,819
1,653
2,876
588
897't,152
733
1,165
1,877
Total operating expenses 24,898 23,461 20,941
Pre-tax earnings
Provision for taxes
10,58:t
2,117
12,481
2,022
't1,132
6,846
Net earni 8,'166 10,459 4,286
Preferred stock dividends 569 599 601
Net earnings applicable to common shareholders $ 7,897 $ 9,860 $ 3,685
Earnings per common share
Basic
Diluted
$ 21.18
$ 21.03
$
$
25.53 $ 9.1225.27 $ 9.01
Average common shares
Basic
Diluted
371.6
375.5
385.4
390.2
401.6
409.1
46
Marmon Utilrty LLC
Affiliated Transactions
For the Year Ended December 31, 2019
Account Descriotion
PacifiCorp
Received Services
$17,510 $
PacifiCorp
Provided Services
Materials
Total $17,510 $
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
(a) Marmo 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.
(a)
(a)
(a)
(a)
(a)
N/A
N/A
N/A
N/A
N/A
47
Moodyrs Investors Service
Affiliated Transactions
For the Year Ended December 31, 2019
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
PacifiCorp
Provided Services
$500,454 $
500,454 $
(a)
(a)
(a)
(a)
(a)
N/A
N/A
N/A
N/A
N/A
(a) Moody's Investors Service provides services to PacifiCorp in the normal course of business at standard pricing.
Moody's Investors Service is not a public company, and its financial statements are not available. The
financial statements of its parent company, Moody's Corporation, are included. For further information on
the following financial statements, refer to Moody's Corporation's Form l0-K for the year ended December
31,2019 (File No. 001-14037) at www.sec.gov.
48
MOODY'S CORPORAT]ON
CONSOLIDATED BALANCE SHEETS
(Amounts in millions, except share and per share data)
ASSETS
Cunent assets:
Cash and cash equivalents
Short-term investments
Accounts receivable, net of allowances of $43 in 201 9 and $43 in 2018
Other cunent assets
Total current assets
Property and equipment, net
Operating lease right+f-use assets
Goodwill
lntangible ass€ts, net
Defened tax assets, net
Other assets
Total assets
LIiABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities
Current portion of operating lease liabilities
Cunent portion of long-term debt
Defened revenue
Total current llabllltles
Nonrunent portion of deferred revenug
Long-term debt
Defened tax liabilities, net
Uncertain tax positions
Operating lease liabilities
Other liabilities
Total !labllltles
Contingencies (Note 22)
Redeemable noncontrolllng lnterest
Shareholders' equlty:
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 value $.01 per share; 1,000,000,000 shares authorized; !4.2,902,272 shares
issued at December 31, 2019 and December 31, 2018, respectively.
Capital surplus
Retained eamings
Treasury stock, at cost; 155,215,143 and 1 51 ,598,695 shares of common stock at December 31 , 201 9
and December 31, 2018, respectively
Accumulated other comprehensive loss
Total Mmdy's shareholders' equity
Noncontrolling interests
Tota! shareholders' equlty
Total Iiabllities, redeemable noncontrolllng interost and shareholdors'oquity
December 31,
2019 2018
$1,832 $
98
1,419
330
3,679
292
456
3,722
l,'f98
229
389
1,685
133
1,287
282
3,387
3,781
1,566
197
275
320
$ r0,26s $9,526
$$696
450
9531,050
773
89
1,912
112
5,581
357
177
'|85
50'0
2,099
122
5,226
352
495
576
9,128 8,870
6
3
il2
9,656
(9,250)
(43e)
3
601
8,594
(8,313)
(4261
612
219
831
459
197
656
49
$ 10,265 $9,526
MOODY'S CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in millions, except per share data)
Revenue
Expenses
Operating
Selling, general and administrative
Restructuring
Depreciation and amortization
Acquisition-Related Expenses
Loss pursuant to the divestiture of MAKS
Total expenses
Operating income
Non-operating (expense) income, net
lnterest expense, net
Other non-operating income, net
Purchase Price Hedge Gain
CCX|Gain
Non-operatlng (expense) income, net
lncome before provision for lncome taxes
Provision for income taxes
Net income
Less: Net income attributable to noncontrolling interests
Net income attributable to Moody's
Eamings per share
Basic
Diluted
Weighted average shares outstanding
Basic
Diluted
Year Ended December 31,
2019 2018 20't7
$ 4,829 $ 4,43 s 4,204
1,387
1,',167
60
200
3
14
1,246
1,080
49
192
8
1,216
986
158
23
2,831 2,575 2,383
1,998 1,968 1,821
20
(208)(21s)
19
(20e)
4
111
60
(188)(1961 (34)
1,810
381
1,672
352
1,787
779
1,429
7
1,320
10
1,008
7
i 1,422 $ 1,310 $ 1,ool
$
$
7.51 $
7.42 $
6.84 $s.24
6.74 $5.15
189.3 191.6 191.1
191.6 194.4 194.2
50
Penn Machine Qsmpany LLL
AffiIiated Transactions
For the Year Ended December 31, 2019
Account Dcscrlodon
PeclfiCorp
Received Servicec
PecifiCorp
Provlded Serviccs
Equipmcnt
Totd
$26,906 $
$26,806 $
Basis of pricing
Cost of scrvice
The margin ofcharges ovcr 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) Pcnn Machinc Coryany povie scrvicce to PacifiC-;cp in thc nonnal coursc of busincss at stradard pricing.
Penn Machine Company is not a public company, and its financial statemeirts are not available.
5l
Southwest Airlines Co.
AffiIiated Transactions
For the Year Ended December 31, 2019
PacifiCorp PecifiCorp
Account Dcccriotion RecelvcdServices ProvidedScrvices
Travcl services
Totd
$56,695 $
$56,695 $
Basis of pricing
Cost of service
The margin ofcharges ov€r 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) Southwest Airlincs Co. providcs scrviccs to PacifiCrp in the nqmal course of bnrsiness at staadard pricing.
For further information on thc following financial stat€m€xts, refer to Southwest Airlines Co. Form l0-K
for the year ended December 31, 2019 @lc No. 001-7259) at www.s€c.gov.
52
Southwest Airlines Co.
Consolidated Balance Sheet
(in millions, except share data)
December3l,2019 December31,2018
ASSETS
Current assets:
Cash and cash equivalcnts
Short+erm investments
Accounts and other receivables
Inventories of parts and supplies, at cost
Prepaid expenses and other currcnt assets
Total current assets
Property and equipment, at cost:
Flight equipment
Ground property and equipment
Deposits on flight equipment purchasc contracts
Assets constructed for others
kss allowance for depreciation and amortization
Goodwill
Operating lease right-of-use assets
Other assets
LIABILITIES AND STOCKHOLDERS' EQTIITY
Current liabilities:
Accounts payable
Accrued liabilities
Current operating lease liabilities
Air traffic liability
Currcnt maturities of long-term debt
Total current liabilities
Long-term debt less current maturities
Air traffic liability - noncurrent
Deferred income taxes
Construction obligation
Noncurrent operating lease liabilities
Other noncurrent liabilities
Stockholders' equity:
Common stock, $1.fi) par value: 2,000,(M),fi)O shares authorized;
807,61 1,634 shares issued in 2019 and 2018
Capital in excess of par value
Retained earnings
Accumulated other comprehensive income (loss)
Trcasury stoch at cost: 288,547,318 and 255,008,275 shares in 2019
and 2018 respectively
Total stockholders' equity
$2,548 $
1,524
r,086
529
287
1,854
1,835
568
461
310
5.974
2t,629
5,672
A8
t@
5,028
21,753
4960
775
1.768
27,713
10,688
29,256
9,731
17,025
970
1,349
577
19,525
970
720
$25,895 $26,U3
1,416
1,749
4,t34
606
$1,574 $
1,749
353
4,457
819
8,952
1,846
1,053
2,3@l&
978
7M
808
1,581
t7,945
(61)
(10,,141)
7,905
2,771
936
2,427
1,701
808
1,5 10
15,967
20
(8,4s2)
650
9,832 9,853
$25,895 $26,243
53
Southwest Airlines Co.
Consolidated Statement of Income
(in millions, except per share amounts)
Year ended December 31,
2n19 2018 mfi
OPERATING REVENUES:
Passenger
Freight
Other
Total operating revenues
OPERATING E}PENSES:
Salaries, wages, and benefits
Fuel and oil
Maintenance materials and repairs
Landing fees and airport rentals
Depreciation and amortization
Other operating expenses
Total operating extr enses
OPERATINGINCOME
OTIIER EXPENSES (INCOME):
Interest exp€nse
Capitalized interest
Interest income
Other (gains) losses, net
Total other expenses (income)
INCOME BEFORE INCOME TAXES
PROVISION (BENEFIT) T'OR INCOME TAXES
NET INCOME
NET INCOME PER SHARE, BASIC
NET INCOME PER SHARE, DILUTED
$20,776 $
172
1,480
20,455 $
175
1,335
t9;t63
173
1,210
22,428
8,293
4,347
1,223
1,363
1,219
3,026
21.965
7,@9
4,616
1,107
r,334
l,2ol
2,852
21,146
7,305
4,076
1,001
1,292
1,218
2,847
18,759
3,26
l3l
(38)
(6e)
l8
19,471
2,957
118
(36)
(e0)
8
17,739
3,N7
tt4
(49)
(35)
ll2
42 142
2,957 3,1&
69
3,265
$
(e2)657
5.57
2,300 $2.465 $3,357
$4.28 $4.30
:$ 5.58
$4.27 $4.29 $
54
LJ.S. Bancorp
Alfiliated Transactions
For the Year Ended December 31, 2019
Account Deccriotion
Banking and leirding services
Total
Basis of pricirg
Cost ofservice
The margin ofcharges ov€r costs
Assets allocable to the scrvices
The overall rate ofreturn on assets
PecifiCorp
Recelved Scrvlces
$3ss29t $
PrcifiCorp
Provldcd Servlccl
$355,291 $
(a)
(a)
(a)
(a)
(a)
N/A
N/A
N/A
N/A
N/A
(a) U.S. Barcqp providcs bmting atrd lcoding scrviccs to PacifiCorp in the numal course of tusircai at stildad pricing for
ccrtain traosactims and at nqotiatcd rmes bclow staodrd pdcing for certain trms&tiotrs.
For further information on the following financial statements, refer to U.S. Bancorp's Fomr l0-K for the
year ended December 31, 2019 (FileNo. 001{880) at www.s€c.gov
55
Assets
Cash and due from banks ,
lnvestment securities
Held-to-maturity (2018 fair value $44,964) .
Available{or-sale ($269 and $2,057 pledged as collateral, respectively)(a)
Loans held for sale (including $5,533 and $2,035 of mortgage loans carried at fair value, respectively)
Loans
Commercial
Commercial real estate
Residential mortgages
Credit card
Other retail
Total loans
Less allowance for loan losses
Net loans
Premises and equipment
Goodwill
Other intangible assets .
Other assets (including $951 and $843 of trading securities at fair value pledged as collateral, respectively)(4 . . . .
Total assets
Liabilities and Shareholders' Equity
Deposits
Noninterestbearing . . .
lnterest-bearing(b) .....
Total deposits
Short-term borrowings
Long-termdebt...
Other liabilities
Total liabilities
Shareholders' equity
Preferred stock . .
Common stock, par value $0.01 a share - authorized: 4,000,000,000 shares; issued: 201 9 and 2018 -
2,125,725,742 shares.
Capital surplus
Retained earnings
Less cost of common stock in treasury: 2019 - 591 ,570,506 shares; 2018 - 51 7,391 ,021 shares . . . .
Accumulated other comprehensive income (loss) . . . .
Total U.S. Bancorp shareholders' equity . .
Noncontrolling interests
Total equity
Total liabilities and eguity
$ 22,405 $ 21,453
122,613
5,578
103,863
39,746
70,586
24,789
57,1 18
46,050
66,1 15
2,056
102,444
39,539
65,034
23,363
56,430
296,102
(4,020l,
286,810
(3,973)
292,O82
3,702
9,655
3,223
36,168
282,837
2,457
9,369
3,392
33,645sjg/ry1
$ 75,590
286,326
$ 81 ,81 1
263,664
361 ,916
23,723
40,167
17,137
345,475
14,139
41 ,340
14,763
M2,943
5,984
21
8,475
ffi,186
124,440)
(1,373)
415,717
5,984
21
8,469
59,065
(20,188)
(2,3221
51,853
630
51,029
628
52,483 51,657
$495,426 M67,374
U.S. Bancorp
Consolidated Balance Sheet
At Docombsr 31 (Dollars in Millions)201 I 201 I
(a) lnctudes only coilatsal pwd W lhe Coilpany where cdJnteea!7les haw tho roht to sell or pledge the collaterul.
(b\ lncludes tlme deposits yeater than S21O,NO balances of $7.8 bllr,n and $15.3 blllbn at December 31 , 2019 and 2018, r$pectivety.
56
U.S. Bancorp
Consolidated Statement of lncome
Year Ended December 31 (Dollars and Shares in i,rlillions, Except Per Share Data)2019 2018 2017
lnterest lncome
Loans ..
Loans held for sale . . .
lnvestment securities .
Other interest income
Total interest income
lnterest Expense
Deposits
Short-term bonowings
Long-term debt . .
Total interest expense .
Net interest income .
Provision for credit losses .
Net interest income after provision for credit losses
Noninterest lncome
Credit and debit card revenue
Corporate payment products revenue .
Merchant processing services
Trust and investment management fees
Deposit service charges
Treasury management fees . . ... .. . ..
Commercial products revenue .......
Mortgage banking revenue
lnvestment products fees
Realized securities gains (losses), net . .
Other .
Total noninterest income .
Noninterest Expense
Compensation
Employee benefits
Net occupancy and equipment
Professional services
Marketing and business development
Technologyand communications . . . . . .
Postage, printing and supplies
Other intangibles
Other .
Total noninterest exp€nse
lncome before income taxes
Applicable income taxes
Net income
Net (income) loss attributable to noncontrolling interests . . . . .
Net income attributable to U.S. Bancorp
Net income applicable to U.S. Bancorp common shareholders
Earnings per common share . .
Diluted eamings per common share . .
Average common shares outstanding
Averaoe diluted common shares outstanding . . . .
$14,099 $13,120 $11,788
162
2,893
340
165
2,616
272
144
2,232
182
17,494 1 6,1 73 14,346
2,855
360
1,227
,869
378
,007
1,041
141
7U
4,442 3,254 1,966
13,052
1,5M
12,919
'1 ,379
12,380
1,390
'I '1 ,548 11,540 10,990
1,413
664
1,601
1,673
s09
578
934
874
186
73
926
1,401
644
1,531
1 ,619
1,070
594
895
720
188
30
910
1,289
575
1,486
1,522
1,035
618
954
834
173
57
774
9,831
6,325
1,286
1,123
454
426
''t ,095
290
168
1,618
6,162
1,231
1,063
407
429
978
324
161
1,709
5,746
1,134
1,019
419
542
903
323
175
2,529
9,602 9,317
12,785 12,464 12,790
8,594
1,648
8,678
1,554
7,517
1,2M
6,946 7,124
(28)
$ 6,914 $ 7,096 $ 6,218
$ 6,583 $ 6,784 $ 5,e13
$ 4.16 $ 4.15 $ 3.53
$ 4.16 $ 4.14 $ 3.s1
1,581 1,634 1,677
1,583 1,638 1,683
6,253
(35)(32)
57
Wells Fargo & Company
Affiliated Transactions
For the Year Ended December 31, 2019
Account Description
Banking and lending services
Financial transactions related to energy hedging
activity (")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate of return on assets
$l,l07,ll4 $
344,870
$ l,l07,ll4 $344,870
PacifiCorp
Received Services
PacifiCorp
Provided Services
(b)
(b)
(b)
(b)
(b)
See discussion below
See discussion below
See discussion below
See discussion below
See discussion below
(a) Represents the financial impact realized on natural gas swaps during the year ended December 31, 2019. In conjunction with
these swap arrangements, PacifiCorp had no colliateral at Wells Fargo as of December 3l , 2019. Please refer to fiuther discussion
below.
(b) Wells Fargo & Company provides financial services to PacifiCorp in tle normal course ofbusiness at standard pricing for certain
transactions and at negotiated rates below standard pricing for certain transactions.
The returns received from Wells Fargo & Company for the nafural gas swaps included above are only one
component of PacifiCorp's overall risk management process, which is designed to identi$, 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 facility availability,
customer usage, storage, and transmission and transportation constraints. To mitigate a portion of its
commodity price rislq 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 lO-K for the year ended December 3 1, 201 9.
For further information on the following financial statements, refer to Wells Fargo & Company's Form l0-
K for the year ended December 31, 2019 (File No. 001-2979) at www.sec.gov.
58
Wells Fargo & Company and Subsidiaries
Consolidated Balance Shect
(in millions, except shares)
Dlc 31,
2019
Dec 31,
2018
Aarctr
Cash and due from banks
lnterest-earning deposfu with banks
3 2t,737
119,493
23,55r
L49,736
Total cash, cash equivalents, and restricted cash 1/11,250 L73,287
Federal funds sold and securities purchased under resale agreements
Debt securities:
Trading, atfairvalue
Available-for-sale, at fair value
Held-to-maturity, at cost (tuir value $155,860 and t142,115)
Mortgage loans held for sale (includes $16,606 and $I1,771 carried at fair value) (1)
Loans held for sale (includes i972 and $1,469 carried at fak value) (1)
Loans (incfudes $17L and 1244 carried at fair value) (l)
Allowance for loan losses
102,1/O
79,7r'
263,459
153,933
2r,y2
,77
962,265
(9,551)
80,207
59,989
2699t2
t44,788
15,126
2,O4t
953,110
(9,7751
Net loans 952,711 943,335
Mortgage servicing rights:
Measured at fair value
Amortized
Premises and equipment, net
Goodwill
Derir/ative assets
Equity se€urities (includes $41,936 and $29,556 carried at fair value) (1)
Other assets
11,517
1'l130
9,309
26,390
14,203
68,241
78,9t7
14,549
t,443
8,920
26,4I8
LO,770
55,148
79,850
Total assets (2)I r,927,555 1,895,883
Llabllftlcr
Noninterest-bearing deposits
lnterest-bearing deposits
I 3tu,196
978,130
349,534
936,636
Total deposits
Short-term borrowings
Derivative liabilities
Accrued expenses and other liabilities
Lonq-term debt
t,322,626
104,512
9,079
75,163
228,191
1,285,170
L05,787
8,499
69,317
229,O44
Total liabilities (31 r,739,57r 1,698,817
Equ'rty
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 (lossl
Treasury stock- 1,347,385,537 shares and 900,557,856 shares
Unearned ESOP shares
2L,*9
9,135
61,0t19
166,697
(L31rl
(58,831)
(1,1431
23,2L4
9,135
50,685
158,163
(6,336)
(47,1941
(1,s02)
Total Wells Fargo stockholders' equity
Noncontrollinq interests
187,145
838
196,166
900
Total equity 187,984 197,056
Total liabilities and equity $ 1,927,555 1,895,883
{f) Parentheti@l amounts represent assets and liabilities that we are required to @rry at fuir value or have eleded the fair value option.
respcctircly, Prior period balances havc baen confomed to current period prrsentation.
liabalities, $1.2 billion and $1.5 billion, respectively. Prior period balances have been conformed to curent p€riod presentation.
59
Wells Fargo & Company and Subsidiaries
Consolidated Statement of lncome
(in millions, except per share amounts)
Year ended December 31,
2019 2018 20L7
lntGrc3t Incomc
Debt securities
Mortgage loans held for sale
Loans held for sale
Loans
Equity securities
Other interest income
t 14,955
813
79
u,t46
962
5,128 4,358 2,940
L2,94614,406
41,388
799
777
140
992
43,974
786
50
Total interest income 56,083 64,647 58,909
lntcr$taxpcma
Deposits
Short-term bonowings
Long-term debt
Other interest expense
8,635
2,316
7,350
551
5,622
L,7t7
6,703
610
3,013
5,L57
758
424
Total interest expense 16,852 L4,652 9,352
ilet lm.re3t lncomc
Provision for credit losses
47,23L
2,687
49,995
L,744
49,557
2,528
Net interest income after provision for credit losses 4,544 48,25L 47,029
Nonintarcrt incoma
Service charges on deposit accounts
Trust and investment fees
Card fees
Other fees
Mortgage banking
lnsurance
Net gainsfrom trading activities
Net gains on debt securities (1)
Net gains from equity securlties (2)
Lea* income
Other
4,798
t4.,o2
4Or6
3,084
\7ts
378
9!r3
!o
2,8113
1,612
3,181
4,7t6
14,509
3,907
3,384
3,017
429
602
108
1,515
1,753
2,473
5,111
L4,495
3,960
3,557
4,350
1,049
542
479
L,779
1,907
1,603
Total noninterest income fi,432 36,413 38,832
Nonintcrait Gxpcnsa
Salaries
Commission and incentive compensation
Employee benefits
Technology and equipment
Net occupancy
Core deposit and other intangibles
FDIC and other deposit assessments
Other
1q382
10,828
5,874
2,763
2,945
108
526
16,752
17,834
10,264
4,926
2,444
2,888
1,058
1,110
15,602
17,363
L0,442
5,565
2,237
2,849
T,L52
t,287
17,588
Total noninterest expense 58,178 55,126 s8,484
lncomc bclbrc lncomc tax erpemc
lncome tax expense
24,198
4,r57
28,s38
5,552
27,377
4,9r7
Nct incoma bcfora noncontrolling Intarrrt3
Less: Net income from noncontrolling interests
20,041
492
22,876 22,450
277483
Wcllr F.rgo n.t incom.t 19,549 22393 22,L83
Less: Preferred stock dividends and other 1,611 L,704 L,629
lVclb Fargo nct lncomc eppllcablc to common stock I 17,938 20,689 20,554
Earnings per common share
Diluted earnings per common share
Ayrragc common sharcs outstending
Dllutcd avcnge common rhercs outstandlng
3 4.08
4.05
4,393.1
lA2SA
4.31
4.28
4,799.7
4,838.4
4.L4
4.10
4,964.6
5,017.3
comprehensive income forthe yea6 ended Decemb€r 31,2019,2018 and 2017, r€spectively.l2l lncludes OTTI losses of $245 million, $352 million and $344 millionfortheyears ended December 31,2019,2018 and 2017, respectively.
60
Berkshire Hathaway Energy Company
Affiliated Transactions
For the Year Ended December 31, 2019
Account Descriotion
Administrative services under the Intercompany
Administrative Services Agreement (*IASA")
TotaI
$ 4,963,789 $I 18,335
$ 4,963,789 $I 18,335
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 ofreturn on assets
(a)
(a)
None
None
None
(a)
(a)
None
None
None
(a) Services are performed under the LASA. Direct charges are calculated as described in Article 4(a(i) of the attached LASA. Refer
to Section VII for discussion ofamounts lhat w€re based on allocation facton. 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
$74,482.
PacifiCorp is party to an income tax-sharing arrangement and is part of the Berkshire Hathaway Inc.
consolidated United States federal income tax return. For certain state income taxes, PacifiCorp is part of
Berkshire Hathaway Energy Company ("BHE") combined or consolidated state income tax returns.
PacifiCorp's provision for income taxes has been computed on a stand-alone basis. PacifiCorp remits
federal and certain state income tax payments to PPW Holdings LLC. PPW Holdings LLC then rernits
income tax payments to B[IE, and BIIE remits any federal income tax payments to Berkshire Hathaway Inc.
Under this arrangement, at December 31,2019, PacifiCorp and Pacific Minerals, Inc. owed PPW Holdings
LLC $28.3 42.099 and $2.804. I 1 7. respectively.
For further information on the following financial statements, refer to Berkshire Hathaway Energy
Company's Form l0-K for the year ended December 31,2019 (File No. 001-14881) at www.sec.gov.
PacifiCorp is included in the following financial statements as a consolidated subsidiary of BIIE.
6l
BERKSHIRE HATHAWAY ENERGY COMPANY AI{D SUBSIDIARIES
CONSOLDATED BALANCE SHEETS
(Amounts in millions)
As of December 31,
2019 2018
ASSETS
Current assets:
Cash and cash equivalents
Restricted cash and cash equivalents
Trade receivables, net
Inventorics
Mortgagc loans held for sale
Other current assets
Total curent assets
Property, plant and equipmeirf net
Goodwill
Regulatory assets
Investments and restricted cash and cash equivalents and investrnents
Other assets
Totrl esscts
$1,040 $
212
1,910
873
1,039
839
627
227
2,038
844
468
943
5,913
73,305
9,722
2,766
6,255
2,0N
5,147
68,087
9,595
2,896
4,903
1,561
$100.051 $ 92,189
The accompanying notes are an integral part of these consolidated financial statements
fit
BERKSHIR"E HATHAWAY f NERGY COMPANY AND SUBSIDIARIE S
CONSOLIDATED BALANCE SHEETS (continued)
(Amounts in millions)
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
BIIE senior debt
BIIE junior subordinated debentures
Subsidiary debt
Regulatory liabilities
Deferred income taxes
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note 16)
Equity:
BIIE shareholders' equity:
Common stock - 115 shares authorized, no par value, 77 shares issued and outstanding
Additional paid-in capital
Long-term income tax receivable
Retained earnings
Accumulated other comprehensive loss, net
Total BIIE shareholders' equity
Noncontrolling interests
Total equity
Total liabilities and equity
The accompanying notes are an integral part ofthese consolidated financial statements.
$
As of December 3l
2019 2018
1,839 $
493
537
285
3,214
2,539
1,350
1,809
469
599
275
2,516
2,081
1,021
10,257 8,770
9,231
100
28,483
7,100
9,653
3,649
67,473 62,466
8,577
100
25,492
7,346
9,047
3,134
6,389
(s30)
28,296
0 7061
6,371
(4s7)
25,624
(1,945)
32,449
129
29,s93
130
32,578 29,723
$ 100,051 $ 92,189
6b
BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in millions)
Years Ended December 31,
2019 201E 2017
Operating revenue:
Energy
Real estate
Total operating revenue
Operating expcnses:
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
Interest and dividend income
(Losses) gains on marketable securities, net
Other, net
Total other income (expense)
Income before income tax benefit and equity (loss) income
Income tax benefit
Equity (loss) income
Net income
Net income attributable to noncontrolling interests
Net income attributable to BHE shareholders
$ 15,371 $
4,473
15,573 $
4,214
15,l7l
3,443
19,844 19,787 18,614
4,586
3,318
2,965
574
4,251
4,769
3,440
2,933
573
4,000
4,518
3,210
2,590
555
3,229
t5,694 15,715 14,092
4,150 4,072 4,522
(1,736) (2,t07) (2,015)
(1,912)
77
173
lt7
(288)
97
(1,838)
6l
104
113
(538)
(e)
1,841)
45
76
lll
t4
(420)
2,414
(5e8)
(M)
1,965
(583)
43
2,591
23
2,507
(554)
(rs l)
2,968
l8
2,910
40
$ 2,950 $ 2,568 $ 2,870
The accompanying notes are an integral part ofthese consolidated financial statements
ffi
BHE Altalink Ltd.
Affiliated Transactions
For the Year Ended December 31, 2019
Account Descriotion
Administrative services under the Intercompany
Administrative Services Agreement ("IASA")
Totel
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
$$55,068
$$55,068
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 S€ction VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of
the services.
For further information on the following financial statements, refer to the Altalinh L.P. Financial
Statements for the year ended December 31,2019, at www.brkenergy.com.
65
CONSOTI DATED FINANCIAT STATEMENTS
Statement of Financial Position
(in thousonds of Conodion dollors)
ASSETS
Current
Cash
Trade and other receivables
s 1,313 s
159,086
4,929
286,81L6
AltaLink, L.P.
As at
December 31, December 3L
2019 201"8Notes
160,399 29L,740
Non<urrent
Goodwill
lntangible assets
Property, plant and equipment
Third party deposits
Other non-current assets
7
8
9
10
202,066
291.,468
I,L3t,7t8
62,606
717,921
202,066
290,962
9,039,365
67,004
742,364
s 9,566,178 s 9,633,401
TIABITITIES AND PARTNERS' EqUlTY
Current
Trade and other payables
Commercial paper and bank credit facilities
Long-term debt maturing in less than one year
Current portion of deferred revenue
11
L2
t2
13
s 136,373
249,36L
125,000
5L,4O2
s 126,596
384,020
56,579
572,L36 567,t95
Non-current
Long-term debt
Deferred revenue
Third party deposits liability
Lease liabilities
Other non-current liabilities
L2
13
9
L4
15
4,497,604
995,995
62,606
51,49
35,476
4,62L,L92
963,745
67,OO4
30,501
6,215,266 6,249,637
Commitments and contingencies
Partners'Equity
AltaLink, L.P. equity
Non-controlling interest
25,26
2L
22
3,340,979
9,934
3,393,754
3,350,912 3,383,764
s 9,565,178 s g,SgS,+Or
ALTAilf'l K
66
A SERXsHIRf HATHAWAY ENERGY COMPANY
CONSOLIDATED FINANCIAL STATEMENTS
Statement of Comprehensive lncome
(in thousonds of dollors)
Revenue
Operations
Re-measurement of future income tax recovery
Other
18
18
19
s
Altalink, L.P.
947,6t4 s 958,814
(57,959)
42,529 33,278
Year ended
December 31, December 31,
20L9 2018Notes
932,174 L,002,092
Expenses
Operating
Propefi taxes, salvage and other
Depreciation and amortization
Disallowed capital costs
20
20
8
(109,060)
(101,2001
(270,588)
(98,2721
(105,101)
1277,970!,
129,7251(/t80,9481 (511,068)
Finance costs L2
451,226
(191,115)
49t,024
.L93,9241
(4,954)Loss on d of assets
lncome before non-controllint interest 254,863 5 292,t46
Non-controllins interest (s711
Net income zil,292 292,L46
Other comprehensive income
Actuarial sain L6 3,35s 334
Comprehensive income s 257,il7 $ 292,480
AITALiFIK
67
3 A BERKSHIRE HATHAWAY ENENGY COMPANY
BIIE Renewables, LLC
AffiIiated Transactions
For the Year Ended llecember 31, 2019
Account Dcccripdon
Administrative serrrices under thc Intercompany
Administative Services Agreement ("IASA")
Totel
$
$
Basis of pricing
Cost ofservice
The margin ofcharges ov€r costs
Assets allocable to the services
The overall rate ofrefirm on ass€ts
PeclffCorp PecifiCorp
ReccivedServices ProvidedServices
2,927 $70,506
2,927 $70,506
(a)
(a)
None
None
None
(a)
(a)
None
None
None
(a) Services alc performed udcr the IAS,{. Dircct chargcs are cabulatcd as described in Article 4(aXi) of thc atachcd IASA" Refcr
to Scctio[ VII for discussion of aoormts that wcre based otr allocatim fictors. Thc amomt in thc table above rcflccts the cost of
thc se'wices.
Refer to the financial statements of Berkshire Hathaway Enerry Company, thc parent company of BI{E
Renewables, LLC.
5E
CalEnergy Generation Operating Company
Affiliated Transactions
For the Year Ended December 31, 2019
Account Descriotion
Administrative services under the Intercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp
Received Services
PacifiCorp
Provided Services
$762$
762$$
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(aXi) of the attached IASA. Refer
to Section VII for discussion ofamounts that were based on allocation frctors. The amormt in the table above reflects the cost of
the services.
Refer to the financial statements of Berkshire Hathaway Energ5l Company, the indirect parent company of
CalEnergy Generation Operating Company.
69
BHE LI.S. Transmission, LLC
Affiliated Transactions
For the Year Ended December 31, 2019
Account Descriotion
Administrative services under the Intercompany
Administrative Services Agreement (*IASA")
Total
$
$
Basis of pricing
Cost of service
The margin ofcharges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp
Received Services
PaciliCorp
Provided Services
12,407 $184,527
12,407 $184,527
(a)
(a)
None
None
None
(a)
(a)
None
None
None
(a) Services arc 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 ftctors. 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 BIIE
U.S. Transmission, LLC.
70
Grid Assurance, LLC
Affiliated Transactions
For the Year Ended December 31, 2019
Account Descriotion
Administrative services under the Intercompany
Administrative Services Agreement (*IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp
Received Services
PacifiCorp
Provided Services
$$2,072
$$2,072
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 Vtr for discussim of amounts that were based on allocation factors. The amount in the table above reflects the cost of
the services.
Grid Assurance,l-LC is not a consolidated subsidiary of Berkshire Hathaway Energy Company nor is it a
public company; accordingly, its financial statements are not available.
7t
Electric Transmission Texas, LLC
AffiIiated Transactions
For the Year Ended December 31, 2019
Account Description
PecifiCorp
Received Services
PacifiCorp
Provided Services
Administrative services under the Intercompany
Administrative Services Agreement (*IASA")
Total
$$4,508
$$4,508
Basis of pricing
Cost of service
The margin ofcharges 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 discussim of amounts that were based on allocation factors. The lmount in the table above reflects the cost of
the services.
Electric Transmission Texas, LLC is not a consolidated subsidiary of Berkshire Hathaway Enerry Company
nor is it a public company; accordingly, its financial statements are not available.
12
MTL Canyon Holdings, LLC
Affiliated Transactions
For the Year Ended December 31, 2019
Account Description
Administrative services under the Intercompany
Administrative Services Agreement (*IASA")
Total
Basis of pricing
Cost of service
The margin ofcharges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp
Received Services
PacifiCorp
Provided Services
$74,023
74,023
$
$$
N/A
N/A
N/A
N/A
N/A
(a)
(a)
None
None
None
(a) Services are performed under the IASA. Direct charges are calculated as described in Article 4(aXi) of the attached IASA. Refer
to Section VII for discussion of amounts that were based on allocation hctors. The amount in the table above reflects the cost of
the services.
Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of
MTL Canyon Holdings, LLC.
73
CalEnergy Philippines
Affiliated Transactions
For the Year Ended December 31, 2019
Account Description
Administrative services under the Intercompany
Administrative Services Agreement (*IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp
Received Services
PacifiCorp
Provided Services
$$1,737
$$1,737
N/A
N/A
N/A
N/A
N/A
(a)
(a)
None
None
None
(a) Services arc performed under the IASA. Dtect charges are calculated as described in Article 4(aXi) of the attached LASA. Refet
to Section VII for discussion ofamounts that were based on allocation frctors. The amount in the table above rcflects the cost of
the services.
Refer to the financial statements of Berkshire Hathaway Energ5l Company, the parent company of
CalEnergy Philippines.
74
HomeServices of America, Inc.
Affiliated Transactions
For the Year Ended December 31, 2019
Account Descriotion
Employee relocation services
Administrative services under the Intercompany
Administrative Services Agreement (*IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
$ 1,312,195 $
141,320
$ 1,312,195 $141,320
(b)
(b)
None
None
None
PacifiCorp
Received Services
PacifiCorp
Provided Services
(a)
(a)
(a)
(a)
(a)
(a) HomeServices ofAmerica, Inc. ("HomeServices") charges PacifiCorp a flat fee of$295 per lump sum relocation; $0, $350 or
$395 per homeowaer relocation, depending on policy and date; $400 per union relocation; $895 per renter relocation; and $600
per missed referral for its services; plus the actual costs of scrvices procued from its vendors and service providels.
(b) Services are performed under the I.ASA. Direct charges are calculated as described in Article 4(a)(i) of the attached LASA. Refer
to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of
the services.
The following iterns are excluded from the table above :
. Services provided by HomeServices to Bridger Coal Company in the amount of $51,156.
Refer to the financial statements of Berkshire Hathaway Energy Company, the parent company of
Homeservices of America, Inc.
75
Kern River Gas Transmission Company
Affiliated Transactions
For the Year Ended December 31, 2019
Account Description
PacifiCorp
Received Services
PacifiCorp
Provided Services
Natural gas transportation services (")
Easement o)
Administrative services under the Intercompany
Administrative Services Agreement (*IASA') (")
Total
$ 3,080,471 $
250
93 28,845
$ 3,080,564 $29,095
Basis of pricing
Cost ofservice
The margin ofcharges over costs
Assets allocable to the services
The overall rate ofretum on assets
(a)
(a)
(a)
(a)
(a)
(c)
(c)
None
None
None
(b)
(b)
(b)
(b)
o)
(c)
(c)
None
None
None
(a) Natural gas transportation services are priced at a tariffrate on file with the Foderal Enerry Regulatory Commission C'FERC),
or as priced in a negotialed rate transportation service agreement filed with and approved by the FERC.
(b) Fair marka value ofthe eas€xn€nt granted by PacifiCorp to Kem River Gas Transmission Company was $l2l; however, the
minimrrm 661s6stion fee is $250.
(c) Services are performed under the IASA. Direct charges are calculated as described in Article 4(a)(i) of the attached IASA. Refer
to Section VII for discussion of amoun8 that were based on allocation factors. The amount in fte able above reflects the cost of
the services.
For further information on the following financial statements, refer to the Kem River Gas Transmission
Company FERC Form 2 for the year ended December 31,2019 at www.brkenergy.com.
76
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80
MHC Inc.
AffiIiated Transactions
For the Year Ended December 31, 2019
Account Descriotion
Administrative services under the Intercompany
Administrative Services Agreement (*IASA")
Totel
$
Basis of pricing
Cost of service
The margin ofcharges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp
Received Services
494,3',78 $
PacifiCorp
Provided Services
$494,378 $
(a)
(a)
None
None
None
N/A
N/A
N/A
N/A
N/A
(a) Services are performed under the IASA. Direct charges are calculated as described in Aticle 4(a)(i) of the attached IASA. Refet
to Section VII for discussion of amounts that were based on allocation factors. The amount in Oe table above reflects the cost of
the services.
For further information on the following financial statements, refer to MidAmerican Funding, LLC's Form
l0-K for the year ended December 31,2019 (FileNo. 333-90553) at www.sec.gov.
8l
MHc INC. AIYI' SUBSII'IARIES
GONSOLII}{TED BAI"AI{CJ SHEETS
(Amorrn* in nillims)
ASSETS
A*ofDcmb;-r3ln
1019 2Srt
Cuncnt ass€tr:
291 363
cBrrnt as3Gts.
Invesffients invGstncnb
Othcr asscts
Ibtrl r$Gts $ 2l,E{0 0 19,s30
u
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 ta,res
Note payable to affiliate
Short-term debt
Current portion oflong-term debt
Other current liabilities
Total current liabilities
Long-term debt
Regulatory liabilities
Deferred income taxes
Asset retirement obligations
Other long-term liabilities
Total liabilities
Commitrnents and contingencies (Note 13)
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 shareholde/s equity
Total liabilities and shereholder's equity
As of December 31,
20t9 2018
$s20 $
78
226
t7t
220
575
53
300
156
240
500
122
1,215 1,946
7,208
1,406
2,621
704
340
4,879
1,620
2,319
552
312
13,494 11,628
2,430
5,572
8,346 8,002
$ 21,840 $ 19,630
2,430
5,916
83
MHC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF' OPERATIONS
(Amounts in millions)
2019
$
Years Ended December 31,
2018 2017
Operating revenue:
Regulated electric
Regulated natural gas and other
Total operating revenue
Opereting expenses:
Cost of fuel and energy
Cost ofnatural gas purchased for resale and other
Operations and maintenance
Deprcciation and amortization
Property and other taxes
Total operating cxpenses
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 benefit
Income tax benefit
Net income
2,237 $
690
2,283 $
770
2,108
738
2,927 3,053 2,846
399
412
801
639
127
487
469
813
609
125
434
447
802
s00
ll9
2,378 2,503 2,302
s49 550 s44
(286\
27
78
<,
(23t)
20
53
3l
(215)
l5
4t
39(tze) (127)(r20)
420
(372)
424
(180)
423
Qs7)
$ 792 $ 680 $ 604
84
MidAmerican Energy Company
Afliliated Transactions
For the Year Ended December 31, 2019
Account Descriotion
Administrative services under the htercompany
Administrative Services Agreement (*IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
$ 4,401,310 $428,101
$ 4,401,310 $428,101
PacifiCorp
Received Services
PacifiCorp
Provided Services
(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) of the attached I-ASA. Refer
to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of
the services.
The following items are excluded from the table above:
. Services provided by MidAmerican Energy Company to Bridger Coal Company in the amount of
$10,168.
For further information on the following financial statements, refer to MidAmerican Energy Company's
Form l0-K for the year ended December 31,2019 (File No. 333-15387) at www.sec.gov.
85
IUII}AMEruCAN ENDN T COMPAfiY
BALWf,USHEEIS
(Atrsffie tumitliotr$)
AffiEN
Curceit argcts;
TMcrcceivablcs, nct 291 36?
O&aouimunt*setc 90 90
as$t$
Otfoi arc.ils r8t lzt
ft0rllrlct $ 10,564 3 re920
86
MIDAMERICAN ENERGY COMPANY
BALANCE SHEETS (continued)
(Amounts in millions)
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable
Accrued interest
Accrued property, income and other taxes
Short-term debt
Current portion of long-term 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 (Note 13)
Shareholder's equity:
Common stock - 350 shares authorized, no parvalue, 7l shares issued and outstanding
Additional paid-in capital
Retained earnings
Total shareholder's equity
Total liabilities and shareholder's equity
As of December3l,
2019 2018
$sl9 $
78
225
219
575
53
300
240
500
122
1,041 1,790
7,208
1,406
2,626
704
339
4,879
1,620
2,322
552
3Il
13,324 11,474
561
6,6?9
561
5,885
7,240 6,446
$ 20,s64 $ 17,920
87
MIDAMERICAN ENERGY COMPAI\"Y
STATEMENTS OF OPERATIONS
(Amounts in millions)
Years Ended December 31,
2019 2018 2017
Operating revenue:
Regulated electric
Regulated natural gas and other
Total operating revenue
Operating erpenses:
Cost of fuel and energy
Cost ofnatural gas purchased for resale and other
Operations and maintenance
Depreciation and amortization
Property and other taxes
Total operating 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 benefit
Income tax benefit
Net income
$2,237 $
688
2,283 $
766
2,108
729
2,925 3,049 2,837
399
413
800
639
126
8ll
487
466
609
125
434
442
799
500
ll9
2,377 2,498 2,294
548 551 s43
(281)
27
78
50
(227)
20
53
30
(214)
l5
4t
37
(126) (124) (l2l)
422
(371)
427
(2ss)
422
(183)
$ 793 $ 682 $ 605
88
Midwest Capital Group, Inc.
Affiliated Transactions
For the Year Ended December 31, 2019
Account Description
Adminishative services under the Intercompany
Administrative Services Agreement (*IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp
Received Services
PacifiCorp
Provided Services
203$$
$$203
N/A
N/A
N/A
N/A
N/A
(a)
(a)
None
None
None
(a) Services are performed under the IASA. Direct charges are calcutated as describd in Article 4(aXi) of the attached IASA. Refer
to Section VII for discussion ofamounts that were based on allocation factors. The amount in the table above reflects thc cost of
the services.
Refer to the financial statements of MHC Inc., the parent company of Midwest Capital Group, Inc.
89
MidAmerican Energy Services, LLC
Afliliated Transactions
For the Year Ended December 31, 2019
Account Descriotion
Administrative services under the Intercompany
Administrative Services Agreement ('IASA")
Total
Basis of pricing
Cost of service
The margin ofcharges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp
Received Services
PacifiCorp
Provided Services
$4,175
4,175
$
$$
N/A
N/A
N/A
NiA
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 Sectioo VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of
the services.
Refer to the financial statements of Berkshire Hathaway Energy Company, the indirect parent company of
MidAmerican Energy Services, LLC.
90
Northern Natural Gas Company
Affiliated Transactions
For the Year Ended December 31, 2019
Account Descriotion
Administrative services under the Intercompany
Administrative Services Agreement ("IASA")
Total
Basis of pricing
Cost of service
The margin ofcharges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp
Received Services
PacifiCorp
Provided Services
$$86,745
$$86,745
N/A
N/A
N/A
N/A
N/A
(a)
(a)
None
None
None
(a) Services arc performed rmder 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 frctors. The amount in the table above rcflects the cost of
the services.
For further information on the following financial statements, refer to the No(hem Natural Gas Company
Financial Statements for the year ended Decernber 31,2019, at www.brkenergy.com.
9l
Northern Natural Gas Company
Balance Sheets
(Amounts in thousands, except share data)
As of Dcccmber 31,
2019 20t8
ASSETS
Curr€nt assets:
Cash and cash equivalents
Accounts rcccivable, net
Accounts receivable from affiliates
Notes receivable liom BHE
Transportation and cxchange gas receivables
Inventories
Income tor reccivablc
Other current assels
Total current asscts
$38,792 $
94,427
8,278
240,000
5,365
4r,95t
9,519
31,886
14,'149
107,776
9,246
305,000
16,231
35,657
466
27,57t
470,218 5 r 6,696
Property, plant and equipment, net
Regulatory assets
Other assets
Total rssets
3,970,699
r00,340
6r,538
3,359,034
I 16,848
49,424
$ 4,602,795 $ 4,042,002
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable
Accounts payable to affiliates
Accrued interest
Accrued property, income and other taxcs
Transportation and exchange gas payables
Other current liabilities
Total current liabilities
$101,077 $
r,199
t9,877
54,246
3,309
52,530
71,735
I,l9l
r5,8M
s6,395
14,740
34,176
232,238 194,04 t
Long-term debt
Regulatory liabilities
Deferrcd income tax€s
Asset retiremcnt obligations
Other long-term liabilities
Total liabilities
1,247,109
426,624
583,407
15,290
45,834
1,04 1,5 l2
434,352
523,?15
33,290
38,92t
2,550,50t 2,265,841
Commitments and contingencies (Note l2)
Shareholder's equity:
Scries A preferred stock - 1,000 shares authorized, $0.0 I par value, no shares issued and outstanding
Common stock - I 0,000 shares authorized, $ I .00 par value, I ,002 sharcs issued and outstanding
Additional paid-in capital
Retaincd eamings
Accumulated other comprehensive income, nel
Total shareholdefs equity
Total liabilities and shareholder's equity
I
981,868
1,068,149
2,276
l
98r,868
794,292
2,052,294 1,776,161
92
$ 4,602,795 $ 4,042,002
Opcretlng rwcnue:
Thansportation
Storage
Gas, liquids and other sales
Total operating rrvenuc
Operatlng cxpcnre3:
Operations and maintcnancc
Cost of gas and liquids salcs
Depreciation and amortization
Thxes, other than incomc taxes
Total opcrathg Gxpenses
Operrting lnconc
Other lncomc (erpenee):
Intcr€st expense, not
Intcrest income
Other, net
Total other incomc (expcnsc)
Income before lncome tu erpcnse
Income trx expense
Net income
Northern Neturel Ger Compeny
Stetemcnb of Incomc
(Amomts in thousands)
Yern Endcd Deccmbcr3l,
2019 2018
$?45,358 $
65,008
41,882
691,550
67,545
130,526
852248 8t9,621
29?,135
39262
8e20e
45,675
2W,116
137,987
81,?63
53,424
47t2Et s72?90
380,967 317,331
(49,548)
l3,ggl
21,169
(41,513)
E,455
12,402
(14,388) Q0,656\
366,,579
y2,722
296,675
70,552
3 273,857 $ 226,123
93
Northern Powergrid Holdings Company
Affiliated Transactions
For the Year Ended December 31., 2019
Account Description
Administrative services under the Intercompany
Administrative Services Agreement ('IASA")
Total
Basis of pricing
Cost of service
The margin ofcharges over costs
Assets allocable to the services
The overall rate of return on assets
PacifiCorp
Received Services
PacifiCorp
Provided Services
$71,566$
$$71,566
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(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.
For further information on the following financial statements, refer to the Northem Powergrid Holdings
Company Financial Statements for the year ended December 31,2019, at www.brkenergy.com.
94
Northern Powergrid Holdings Company
@egistration number z 0347 6201)
Consolidated Statement of Financial Position as at 31 December 2019
Note
31 December
2019
f 000
Restated
(Note 3)
31 December
2018
f 000
Restated
(Note 3)
31 December
2017
f 000
Assets
Non-current assets
Property, plant and equipment
Right of use assets
Intangible assets
Equity accounted investments
Retirement benefi t obligations
Deferred tax asset
Trade and other receivables
Other non-current financial assets
Current assets
Inventories
Trade and other receivables
Tax receivable
Cash and cash equivalents
Restricted cash
Contract assets
Other current financial assets
Total assets
Equif and liebilities
Equity
Share capital
Share premium
Foreign currency translation reserye
Cash flow hedging reserye
Retained earnings
Equity attributable to owners of the Company
Non-controlling interests
Total equity
3,12
l3
3, 15
t6
29
ll
l8
307,203
24,379
84,600
615
6,877
837
6,096,063 5,960,569
305,399
22,671
I 16,900
617
8,979
6,374,612
18,048
306,356
29,253
93,400
577
7,730
6,929,976 6,520,574 6,315,134
t7
l8
20,692
154,174
l0l
24s,122
13,8?3
8,132
14,359
147,394
62
30,445
13,809
6,005
tt4
14,128
149,088
94
40,435
2,182
9,721
l9
20
4
2t
22
22
442,094 212,188 2t5,648
7,272,070 6,732,762 6,530,782
(354,550)
810
1,549
1,091
(2,361,5 I 5)
(354,550)
810
2,353
(78e)
(354,550)
810
2,153
287
(2,019,414\Q.t67,775)
(2,712,615)
(36,466)
(2,519,951)
(34,828)
(2,370,714)
(32,846\
(2,749,08t) (2,554,779) (2,403,560)
95
Northern Powergrid lloldings Company
@egistration number z 0347 6201)
Consolidated Statement of Financial Position as at 31 December 2019 (continued)
Resteted
(Note 3)
Restated
(Note 3)
31 December
2019
t 000
3l December
20r8
f 000
31 December
2017
c 000
(13,73 l)
(2,089,401)
(6,232)
(1,462,863)
(225,537)
(1,13 l)
(2,693)
(2,016,492)
(3,202)
(1,443,736)
(239,025)
(2,042,865)
(6,247)
(1,424,275)
(243,553\
(327)
(4,508)
(210,418)
(4t7,164)
(23,701)
(61,273)
(4,1 53)
(184)
(721,40r)(475,528)(409,955)
(4,522,989) (4,t77,983) (4,127,222)
(6,732,762) (6,530,782)
Non-current liebilities
Long term lease liabilities
Loans and borrowings
Provisions
Deferred revenue
Deferred tax liabilities
Other non-current financial liabilities
Trade and other payables
Current liabilities
Current portion of long term lease liabilities
Trade and other payables
Loans and borrowings
Income tax liability
Deferred revenue
Provisions
Other current financial liabilities
Total liabilities
Total equity and liabilities
Note
24
26
28
ll
JJ
27
(218,098)
(172,921)
(21,093)
(59,342)
(4,074)
(223,841\
(101,799)
(24,557)
(57,689)
(2,050)
(le)
(3,801,588) (3,702,455) (3,717,267)
27
24
28
26
33
(7,272,070)
-
96
Northern Powergrid Holdings Company
Consolidated Income Statement for the Year Ended 31 December 2019
Revenue
Cost of sales
Gross profit
Distribution costs
Adminishative expenses
Operating profit
Other gains
Finance income
Finance costs
Profit before tax
Income ta:< expense
Profit for the year
Prolit ettributable to:
Owners of the Company
Non-controlling interests
The above results were derived from continuing operations
3
Note
3,4
23
2019
t 000
849,695
(50,779)
Resteted
(Note 3)
2018
3 000
815,307
(46,315)
798,916
(285,321',)
(146,524)
769,992
(272,238)
(143,t41)
6
5
7
7
367,071
2,711
1,363
(108,918)
353,613
971
888
(105,363)
ll
262,22t
(46,469)
250,109
(50,200)
-ry213,535
2,223
199,909
197,927
1,982
_2lsJs8 199,909
97
NV Energy, Inc.
Affiliated Transactions
For the Year Ended December 31, 2019
Account Description
Administrative services under the Intercompany
Administrative Services Agreement (*IASA")
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp
Received Services
PacifiCorp
Provided Services
$60,015$
$$60,015
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 of amounts 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 31,2019 @ile No. 001-14881) at www.sec.gov.
98
Nevada Power Company
Affiliated Transactions
For the Year Ended December 31, 2019
Account Description
PacifiCorp
Received Services
PacifiCorp
Provided Services
Electricity transmission services
Transmission ancillary services
Wholesale energy purchases
Wholesale energy sales
Settlement adjustment
Administrative services under the Intercompany
Administrative Services Agreement (*IASA') c)
$452,906 $
214,607
1,732,976
200,787
8,410
258,607
(40,124)
127,670 88,400
Totel $ 1,887,93s $556,204
Basis of pricing
Cost of service
The margin ofcharges over costs
Assets allocable to the services
The overall rate of return on assets
(a)
(a)
(a)
(a)
(a)
(b)
(b)
None
None
None
(a)
(a)
(a)
(a)
(a)
(b)
(b)
None
None
None
(a) Electricity ransmission services and transmission ancillary services provided by Nevada Power are priced pursuant to Nevada
Power's Open Access Transmission Tariff ("OATT'). Electricity transmission senices provided by PacifrCorp 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 energl purchases and sales are priced based on a
negotiated rate capped by the selling entity's cost.
(b) Services are performed under the IASA. Direct charges are calculated as described in Article 4(aXi) of the attached IASA. Refer
to Section VII for discussion of amounts that were based on allocation factors. The amount in the table above reflects the cost of
the services.
In previous years, PacifiCorp paid Nevada Power Company ("Nevada Power") for the construction oftransmission assets to be used
by PacifiCorp at Nevada Power's Harry Allen substation. These assets are owned by Nevada Power and are recorded in PacifiCorp's
plant-in-service as intangible assets in the gross amount of$18,193,656 ($11,80t,021 net ofaccumulated depreciation) as of
December 31 , 2019. PacifiCorp pays Nevada Power for its share of the costs to operate and maintain these assets; for the year ended
December 3 I , 20 I 9 there were no operations and maintenance billings.
For further information on the following financial statements, refer to Nevada Power Company's Form l0-
K for the year ended December 31,2019 (File No. 000-52378) at www.sec.gov.
99
NEVADA POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in millions, except share data)
As of December 31,
2019 2018
ASSETS
Current assets:
Cash and cash equivalents
Trade receivables, net
Inventories
Regulatory assets
Prepayments
Other current assets
Total current assets
$ls $
2t5
62
I
42
29
lil
233
6l
39
5l
24
364 519
Property, plant and equipment, net
Finance lease right ofuse assets, net
Regulatory assets
Other assets
6,538
441
800
59
6,418
450
878
37
Total assets j_E2AZ j_EJ0L
LIABILITIES AND SHAREHOLDERTS EQUITY
Current liabilities:
Accounts payable
Accrued interest
Accrued properly, income and other taxes
Current portion oflong-term debt
Current portion of finance lease obligations
Regulatory liabilities
Customer deposits
Other current liabilities
Total current liabilities
$194 $
30
25
s75
24
93
62
34
187
38
30
500
20
49
67
29
1,037 920
I,853Long-term debt
Finance lease obligations
Regulatory liabilities
Deferred income taxes
Other long-term liabilities
Total liabilities
1,776
430
1,163
714
285
443
137
749
296
5,405 5,398
Commitments and contingencies (Note 13)
Shareholder's equity:
Common stock - $ I .00 stated value, 1,000 shares authorized, issued and outstanding
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss, net
Total shareholder's equity
2,308
493
(4)
2,308
600
(4)
2,797 2,904
Total liabilities and shareholder's equity
100
$ 8,202 $ 8.302
NEVADA POWER COMPAITY AIYD SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in millions)
Years Ended 31.
2019 201t 7
s 2-148 S 2.184 S 2.206Opereting reyenuc
Operrting cxpcnsos:
Cost of fuel and energy
Operations and maintenance
Depreciation and amortization
Property and other talres
Total operating expenses
Opereting income
Other income (expense):
Interest expense
Allowance for borrowed funds
Allowance for equity funds
Other, net
Total other income (expense)
Income before income tex cxpensc
Income tax expense
Net income
943
324
357
45
917
443
337
4l
902
39t
308
40
1,669 1,738 I
479 446 565
(171)
J
5
2t
79\
I
I
23
(1(170)
2
3
t7
fi42\n48)(l54)
298
72
337
73
411
156
s 264 S 226 $255
l0l
Sierra Pacific Power Company
Afliliated Transactions
For the Year Ended December 31, 2019
Account Descriotion
Electricity transmission services
Transmission ancillary services
Electricity transmission service over agreed-upon facilities
Wholesale enerry purchases
Reserve share
Operations and maintenance
Administrative services under the Intercompany
Administrative Services Agreement (*IASA') o)
Total
Basis of pricing
Cost of service
The margin ofcharges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp
Received Services
PacifiCorp
Provided Services
$$281,114
39,838
42,051
4,907
36,160
3,327
8,002
50,512
$367,810 $98,001
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
N/A
N/A
N/A
N/A
N/A
(b)
(b)
None
None
None
(a) Electricity uansmission services and transmission ancillary services provided by Sierra Pacific Power Company ("Sierra
Pacific") are priced pursnant to Sierra Pacific's OATT. Electricity transmission services over agreed-upon facilities are priced
based on a rate schedule negotiated per the contract baween PacifiCorp and Sierra Pacific. Wholesale energl purchases are
priced based on a negotiatod rate capped by the selling entity's cost. Reserve share is at standard pricing based on the Northwest
Power Pool Reserve Sharing Agreement. Operations and maintenance costs are uhimately based on PacifiCorp's share ofactual
operations and maintenance costs incrmed.
(b) Services are performed under the IASA. Direct charges are calculated as described in Article 4(aXi) of the attached IASA. Refer
to Section VII for discussion ofamounts that were based on allocation fuctors. 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 31,2019 (File No. 000-00508) at www.sec.gov.
102
SIERRA PACIFIC POWER COMPANY
BALANCE SHEETS
(Amounts in millions, except share data)
As of December 31,
2019 2018
ASSETS
Current assets:
Cash and cash equivalents
Trade receivables, net
Income taxes receivable
Inventories
Regulatory assets
Other current assets
Total current assets
$27$
109
t4
57
t2
20
7l
100
52
7
JJ
239 263
Property, plant and equipment, net
Regulatory assets
Other assets
3,075
283
74
2,947
314
45
Totel essets s 3.671 S 3-569
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable
Accrued interest
Accrued property, income and other taxes
Regulatory liabilities
Customer deposits
Other current liabilities
Total current liabilities
$r03 $
t4
t2
49
2t
2l
ll6
l3
t4
l8
l8
l8
220 197
Long-term debt
Regulatory liabilities
Deferred income taxes
Other long-term liabilities
Total liabilities
1,135
489
347
160
1,120
491
331
166
2,351 2,305
Commitments and contingencies (Note l3)
Shereholder's equity:
Common stock - $3.75 stated value, 20,000,000 shares authorized and 1,000 issued and
outstanding
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss, net
Total shareholder's equity
l,l I I
210
(l)
l,l I I
153
1.320 1,264
Total liabilities and shareholder's equity
103
$3.671 $ 3.s69
SIERRA PACIFIC POWER COMPATIY
STATEMENTS OF OPERATIONS
(Amounts in millions)
Years Ended December 31
2019 2018 20t7
Operating revenue:
Regulated electric
Regulated natural gas
Total operating reYenue
$770 $
tt9
7s2 $
103
713
99
889 855 812
Operating expenses:
Cost of fuel and energ5r
Cost ofnatural gas purchased for resale
Operations and maintenance
Depreciation and amortization
Property and other taxes
Total operating expenses
337
62
t72
125
22
322
49
190
r19
23
268
42
t67
tt4
24
718 703 615
Operating income t7t 152 t97
Other income (expense):
Interest expense
Allowance for borrowed funds
Allowance for equity funds
Other, net
Total other income (expense)
(48)
I
J
4
(44)
I
4
9
43)
2
J
5
(40)(30)(33)
Income before income tax expense
Income tax expense
Net income
l3l
28
r22
30
164
55.l_103- s_gL $ t09
104
PPW Holdings LLC
Affiliated Transactions
For the Year Ended December 31., 2019
Account Descriotion
PacifiCorp
Received Services
PaciliCorp
Provided Services
N/A
Totel
$$
$$
Basis of pricing
Cost of service
The margin ofcharges 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 31,2019, PacifiCorp paid dividends of $175,000,000 to PPW Holdings
LLC.
PacifiCorp is party to an income tax-sharing arrangement and is part of the Berkshire Hathaway Inc.
consolidated United States federal income tax return. For certain state income taxes, PacifiCorp is part of
Berkshire Hathaway Energy Company (*BI{E") 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 BIIE, and BIIE remits any federal income tax payments to Berkshire Hathaway Inc.
Under this arrangement, at December 31,2019, PacifiCorp and Pacific Minerals, Inc. owed PPW Holdings
LLC $28,3 42,099 and $2,804, I I 7, respectively.
105
PPW HOLDINGS LLC
BALAIYCE SHEET
December 31,2019
(A;oant lnthoasads)
ASSETS
Current assets:
Accounts rcceivable, net
Amounts due from affiliates
Total currcnt asscts
$3,479
3,479
Investment in subsidiaries
Goodwill
Other assets
8,451,308
1,126,642
31,148
Totel rsscts $ 9,6t2,577
LIABILITIES AIYD EQTIITY
Current liabilities:
Accounts payable
Income ta:res payable
Total cunent liabilities
$25
(el)
(66)
Equtty:
Common stock
Additional paid-in capital
Retained eamings
Accumulated other comprehensive income, net
Total equity
6,217,086
3,392,396
3,161
9,612,U3
Totd lhbilitics rnd cquity $ 9,612,577
106
PPW HOLDINGS LLC
STATEMENT OF OPERATIONS
tr'or thc Ycer Endcd Dcccmber 31r 2019
(Aroarfr ln rhoasrds)
Operating rcv€nue
Opcreting costs end cxpenscs:
Operations and maintenance
Total opcrating costs and o(penses
Opcnting income
Other income (cxpense):
Interest income
Other
Total other income (expense)
Income before incomc trx bcncfit
Income tax benefit
Nct income
Net income attributable to nonconEolling interests
Net incomc rttributeble to PPW Holdings LLC
$
25
25
(2sl
2,091
771,492
773,583
773,558
772,972
162
$772,810
586
t07
Fossil Rock Fuels, LLC
AffiIiated Transactions
For the Year Ended December 31, 2019
Account Dercrlotlon
N/A
Totel
Basis of pricing
Cost ofservice
The margin of charges over costs
Assets allocable to the serviccs
The overall rate ofreturn on assets
PecifiCora
Receivcd Senices
PocifiCorp
Provided Senices
$$
$$
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
During the year ended Dece,mber 31, 2019, Fossil Rock Fuels, IJ,C paid dividends of $2,397,fr)0, and
retumed $2,565,000 of capital to PacifiCorp.
108
Current assets:
Cash and cash equivalents
Accounts rcceivable, net
Total current asscts
Totel urcts
Equity:
Common stock
Additional paid-in capital
Retained earnings
Total equity
Totd liebiliticc rnd oquity
FOSSIL ROCK FUELS, LLC
BAII\NCE SIIEET
Ihccmber 31,2019
(Anoa*hfietwds)
ASSETS
LIABILMES AIYD EQUITY
s
22,333
22,337
| 22.337E-
s
22,336
22,337
s 22,337
4
109
FOSSIL ROCK FtrELS, LLC
STATEMENT O[' OPERATIONS
For the Year Ended Deccmber 31,2019
(Anoutlrs lnhousatds)
Operating revenue
Operations and maintenance
Notcs receivablo.noncurrcnt
s
4
(4)
Other income (expense):
Interest income
Total other income (expense)
2,400
2,400
Loss before income tex benefit
Income tax benefit
Net loss
2,396
$2,396
ll0
Pacific Minerals, Inc.
Affiliated Transactions
For the Year Ended December 31, 2019
Account Descriotion
(a)
Total
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PacifiCorp
Received Services
PacifiCorp
Provided Services
$$
$$
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
(a) Refer to Section III for information rcgarding loans and associated int€rcst between PacifiCorp and Pacific Minerals, Inc.
C?MN.
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 66.67yo share ofthis
payroll expense in the cost of fuel.
During the year ended December 31,2019, Bridger Coal made equity distributions to PMI and PMI made
equity contributions to Bridger Coal for a net distribution of $38,900,000.
PacifiCorp is party to an income tax-sharing arrangement and is part of the Berkshire Hathaway Inc.
consolidated United States federal income tax return. For certain state income taxes, PacifiCorp is part of
Berkshire Hathaway Energy Company ('Btfi") 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 BIIE, and BIIE remits any federal income tax payments to Berkshire Hathaway Inc.
Under this arrangement, at December 31,2019, PacifiCorp and Pacific Minerals, Inc. owed PPW Holdings
LLC $28,342,099 and $2,804, I I 7, respectively.
lll
PACIFIC MINERALS,INC.
BALI\NCE Sf,EET
Dccember 31,2019
(Aaot* lnthowids)
ASSETS
Cutr€nt asscts:
Cash and cash equivalents
Amounts due ftom affiliates
Other cutrent assets
Total cutlent assets
$7,5t1
69,329
Investment in unconsolidated subsidiaries
76,U0
stAza
Totd esrctr $ 158,266
LIABILMESAIYDEQIIITY
Cunent liabilities:
Accormts payable
Amounts due to affiliates
Accnred employee expenses
Accrued property and other taxes
Total current liabilities
3 58
2,804
3,157
96
Deferred income tores
Total liabilities
6115
(11,602)
(5,487)
Equr$:
Common stock
Additional pai&in capital
Retained earnings
Total equity
47,960
115,793
t63.753
Totd liebilitics end cquity $ 15E,256
tt2
PACIFIC MINERALS,INC.
STATEMENT OF OPERATIONS
For the Year Ended December 31,2019
(Amoun$ in thoasands)
Operating revenue $
Operating costs and expenses:
Taxes other than income taxes 30
Operating loss (30)
Other income (expense):
Interest expense
lnterest income
Other
Total other income (expense)
l0
1,142
20,569
21,721
Income before income trx erpense
Income tax expense
Net income
21,691
2,279
$19,412
ll3
Bridger Coal Company
Affiliated Transactions
For the Year Ended December 3L, 2019
Account Description
PacifiCorp
Received Services
PacifiCorp
Provided Services
Coal purchases (")
Information technology and administrative services
Total
$ 142,144,831 $
1,341,044
$ t42,144,83t $ 1,341,044
Basis of pricing
Cost of service
The margin of charges over costs
Assets allocable to the services
The overall rate ofreturn on assets
(b)
o)
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 31, 201 9, and is PacifiCorp's 66.67% share equal to its ownership interest in Bridger Coal. Refer also to (b) below.
(b) Although coal purchased from Bridger Coal is priced at Bridger Coal's cost plus a margin, coal purchases are reflected on
PacifiCorp's books at Bridger Cml's cost and any margin is eliminated resulting in both fuel inventory and fuel expense being
reflected at Bridger Coal's cost in PacifiCorp's state ratemaking and generally accepted accounting principles books. Costs are
reflected as fuel inventory upon purchase and recognized as fuel expense as consumed.
(c) Costs incuned by PacifiCorp on behalf of Bridger Coal are charged at direct cost. labor is charged at PacifiCorp's fully loaded
cost plus administrative and general expense.
The following items are excluded from the table above:
. Services provided by Berkshire Hathaway Energy Company to Bridger Coal in the amount of $74,482
. Services provided by HomeServices of America, Inc. to Bridger Coal in the amount of $51,156.
. Services provided by MidAmerican Energy Company to Bridger Coal in the amount of $10,168.
. 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
fot its66.670/0 share ofthis payroll expense as part ofthe coal purchases shown in the table above.
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 $38,900,000.
l14
D.c..r$.r ll, 2019 Brldrtr Cod
CooFyCwdBdm Cu?dEfu
A3SET3
CEh & Taiponry lnv.ltrnta
kh JP MorgEn ch*e
Tdponry lddmdt
Tdd Crh d Tmpo.rylffid
LIABIUTIES
4,217 ,111.62
0.00
APMRddMlnvdcGd -1,5S,ffi.57
-1 ,023,5A8.62
-2,875,555.11
.5,93.m
-5,63,535.30
4,217,111.62
AR Trad. ldho Pffi 3,94,153.00
0.m
0.m
3, S2S,1 53.00
Tdl A@rffi Panba. Tr*
Ac@nb P.y.bL hi.EorDpiy
f lM Pdfc EdicoF.tom
P ln@ P.dfiCqp
ToldMPontLltuqp
P.yDl Lbbllli.r
AeM Bon6 - AP CffpGt
kEd Boh6 - ffis
&tuRadhtu
&.Msffi
Toad Pryol LLllllda
Rotalti.t id Tu.! P.tEbh
ffi EmCrya T.ed Ben {,270,364.76
NTrdffid -15zffi.n
{,423,m.53
Ac@unb R€lvabL lntcm
AR Ih6 PM
AR In6 PP&
0.00
11,7$,S1.m
1 1,736,601 .00
0.00
-'t 65.565.70
o.m
Co.a lnvdlorySualdE
bmmiroldCod
UG Cmw cod
lildodd CoC ftoddid TMryfi-
TddCodlffiy
X.t ri.l id 3rDpli6 lnvotory
liddil. ,nd spdii lnvdory Suilt6
1,ffi,m2.18
0.m
2,5*,91207
2,6$,676.59
27 ,195,420.U
-2,753,3S.m
.2,938,ES5.70
turu.d Rry.lta - [C
A.crucd RryClia - Stdc oa Wmiry
froddid Tq PaylUr - Sa-ene
-1,&,5.76
690,003.2r
71.179.58
-1 ,521,*1.73
-10,wl07 .o7
-2n,838'21
-53,S.50
-7r.719.m
lilddldr .d $pCi- o c6ilnmd
HdiJ. lnd Supdi. Rium Acht@ Lo.ru
Mrlrid. rd tupda- lMtoc Obdd. Rdm.
l\hldC! $d Supdi- lnvdory Oeing
rel Meld rd SuIlll6lnmbry
PDp.lnmL nd olh.r Cu,Mt Aaaaaa
otrcurMdiPrgadESffi
OlhCurMExBd (,@in,
ffiurfu..Ucadin. cleingqhcurA&frd$w St@k Cl6dn!
Orcur^-t/Emubid qodne
CrcurffiEPSOodE
ftCurEdAillOedE
olhcurfu.dy'ComPffi Cl6edng
OhCurAnd/S6rc
ToaC Pr.Fta n O$s C(mt M
PDF Iy Ptnl a Equiplmt
Lrd
L.M lmFwm*
Mna Oddopmdt
Bdldns & lmprilsft
Crdtdd lddd
Had Rd
Mdng E$imd
ffice Furitui. A Eqdpmd
Comnns hrMtc e ffire
6q E$iFst
MFd Rgffi
10,034,3€7.06
6,rc,418.4
0.00
0.00
-1,1s5,323.54
0.m
Prddon Tu P.y.d. - F#d R.d.mdon
Prdudon Tu Pry.Uo - Bld Lung
Tu- Pryruc - ProFrty
Tu- Pry.uo - Sd- e lleTd Ta6 P.y*4.
-217,m.15
i5,602,8r3.98
15,1€,&3.6
0.m
0.00
0.m
0.00
0.m
0.00
0.00
0.m
6275
Prddon T& Long Tdm
mO Re U.b. Unr.di&d E6rdryB
,RO R{ddry U.Ulity
ARO U.Hlity
Mndiv ldrd
.5,012,113.S
-m,w,620.34
62,&,189.62
-18,72,N.8
-----ffiffi
-ry31
Totrl{i.bilithr
Equrty
6,211.m
12,m7 .078.11
r,8s,437.E3
6,030.86.00
410,9.65
15,370,873_S7
1 67,800,581. I 4
1€,&,7S.67
160,47.65
4,1S,192.85
I 1 ,889,807.55
Paid in C.riiC
Tdl H ln C.dtd
Contaib0$ona
Coffibdm - P.dc MiBd.lnc
Codrihiiom - l6ho EMg Radr6
TdlConhlffiB
Dl.lribolbna
0.00
J0,200,000.m
-$,1m.m.m
-s,300,000.m
Dddhiio6. ld.ho Endry Raour6
09,1m,m.m
49,550,000.00
14,650,m.m
15,5m,',1.A
8,28,ffi.23
R.t ln.d E hhg!
Rddd E.dnF
ArdY6rlM€
Rdin.d E.rdry Pejfc Min.r.h lhc.
RCind E.mine: l&ho Ehdgy RiourG
TdlRfiln dEmlE
Tot l Equlty
Tot l LLblili{ .nd Equlty
-30,854,436.16
-s,7s,871.40
19,878,435.65
-1S,&,743.21
-12.1*,743.21
-ry.
AccumLt d Dapreiatlon
AO und lmprddffi
0 MncOddmd
AD Buldhga t lmywmffi
AD c.CtCiad ld6ral
AD kd Rod
AD MniE EsiFd
AD V.lidd
S Off6 Fmtor6 A Eqimd
AD ComFis H.rMrc & soturc
SffisESiFd
0 MMC Rigtr
sub.Toad hm(d D.F.dalon
rdl Pwily, P|.d t Equlpmd
Cdatucdon Uro* ln PDc...
ilP CridiatoG
Td h.h*doil W ln Hoe.6.
Od!.i iaonauml A.d
oelsrd LongmI
R€dematon Tr6t Fund
R€demdon Td Erdng.
-10,060,601.59
-11,7U,526.97
-9,7s,1$.49
-12..797.U
.12,m,7$.87
-143,D"435.13
i10,802,269.34
-14,701.O
-3,83,ro.52
-9,5$,e56. 10
-10,110,142.U
-350,28,328.rt6
92,510,348.7
3,&,7S.78
.3,S,m7.78
27.758.m
R.damaton Trud DrMM
5,705,S.$
s,5m,m.9
1,,*,57297
.5,7t,510.S
20,s,€29.34
n26,285,805.92
$,4$,378.9
163,79,253.m
-74,9,m.m
17,4$.S
233,1s,782.39u,m,at.0
Asd Rdr.m.il Oui!€ton
,RO - hnddd Oqciatm
EmCq€Hodng Projd
Tdlffitlo4umdAeb
Tot l - A.rt!
ll5
December 31,2019 Brldger Coal
Company
Current Balance
Current Year lncome
Coal Sales Revenue
Revenue Coal PP& L
Revenue Coal ldaho Pouer
Total Coal Salos Revenue
Other Operating Revenue
Miscellaneous Other
Gain Loss on Sale of Assets
Third Party lnterest
Total Other Operatlng Revenue
Total Revenue
-162,711,321.N
-73,550,617.00
-236,261,938.00
0.00
-790,400.96
19.84
-874,420.80
-237,136,358.80
Operating Erpense
Labor
AIP Bonus
Retention Bonus
Severance
Payroll Overhead
Employee Related
Materials & Supplies
Equipment
Outside Services
Administrative Other
Charge Outs
Total Operatlng Expense
36,931,216.87
806,085.00
0.00
2,753,330.00
10,922,802.U
1,437,415.15
47,122,653.94
0.00
13,483,768.63
654,928.99
18,755,804.54
132,868,005.76
Non.Operating Expense
Depreciation and Amortization
Royalties
Taxes O,ther Than lncome
Management Fee
Asset Abandonment
Total Non-Operatlng Expense
Total Expense
Profit Before ilinority lnterest and Taxes
30,235,552.27
21,401,677.65
20,813,276.86
834,000.00
0.00
73,2U,il6.78
206,152,552.il
-30,983,806.26
lnterest Expense
O,ther lnterest lncome
Minority lnterest
Total lnterost and Other
lncome Before Federal lncome Taxes
129,370.10
129,370.10
-30,854,436.16
Federal lncome Taxes
Cunent Federal lncome Tax
Defened Federal lncome Tax
Total Federal lncome Taxes
Net lncome
0.00
l16
-30,854,436.16
Trapper Mining Inc.
AffiIiated Transactions
For the Year Ended December 31, 2019
Account Descriotion
Coal purchases (")
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 ofretum on assets
PacifiCorp
Received Services
$ 13,332,176 $
PacifiCorp
Provided Services
7,028
s t3,332,176 $7,028
(b)
(b)
None, (b)
None
None
(c)
(c)
(c)
(c)
(c)
(a) RepresenrthecostofcoalpurchasedbyPacifiCorp&omTrapperMininglnc.duringtheyearendedDecernbcr3l,20lg.Refer
also to (b) below.
(b) Afthough coal pruchased from Trapper plining Inc. is priced at Trapper'14ining lnc.'s cost plus a margin, coal plrchases are
reflected on PacifiCorp's books at Trapper ltining Inc.'s cost and any margin is eliminated resulting in both fuel inv€ntory and
fuel expense being reflected at Trapper Mining Inc.'s cost in PacifiCorp's stato rateinaking and generally accepted accounting
principles books. Costs are reflected as fuel inventory upon purchase and recognized as fuel expense as consumed.
(c) Charges for the board of directors' fees and associated board meeting costs are based on a flat fee of $ 1,000 per board meetings
plus lodging expenses.
During the year ended December 37,2019, Trapper Mining Inc. paid a dividend of $327 to PacifiCorp.
tt7
Trapper Mining lnc.
Consolidated Balance Sheet
December 91,2019
(Unaudited)
Assets:
Current Assets:
Cash & Cash Equivalents
Accounts Receivable
Inventories
Prepaid and Other Current Assets
Current Reclamation Receivable from Buyers
Total Current Assets
Property, Equipment and Facilities before FAS 143:
Lands and Leases
Development Costs
Equipment and Facilities
Total Propefi, Equipment and Facilities (Cost) . . . .
Less Accumulated Depreciation and Amortization
Total Property, Equipment and Facilities (Net) . . . . .
FAS 143 Property, Equipment and Facilities (Ne| . .
Grand Total Property, Equipment and Facilities (Net)
Reclamation Receivable from Buyers
Restricted Funds - Black Lung
Defened Income Tax Asset
Total Assets
Liabilities and Members' Equity:
Current Liabilities:
Accounts Payable
Accrued Payroll Expenses
Accrued Production Ta,res
Accrued Royalties
Current Portion Asset Retirement Liability
Total Current Liabilities
Asset Retirement Liability
Black Lung Liability
TotalLiabilities...
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
118
s 33,786,791
1,940,059
6,099,g69
145,799
220,873
$ 42,193,391
$ 17,748,984
2,934,915
129,555,788
$ 150,139,587
(125,230,662)
$ 24,908,925
1,255,455
$ 26,164,380
14,478,015
500,000
86,237
$ 83,422,023
$2,442,103
3,259,450
l,lll,76l
183,464
220,873
$ 7,217,651
15,733,470
656,227
23,607,348
20,324,925
34,704,247
3,085,283
2,055,008
(354,782)
59,814,675
$
$
$
$83,422,023
TRAPPERMINING
WLLI,AMS FORI( MINING
WILLIAMS FORK Lr{I{D
NET INCOME (IOSS)BEFORE TAX
CURRENT TAXPROVISION
TOTAL TA(PROVISION
NET INCOME (I,OSS) AFTER TAX
SALT RIVER
TRI-STATE
PACIFICORP
PI.ATTE RTVER
SALT RIVER
TRI.STATE
PACIFICORP
PI.ATTERTVER
TOTAL PATRONAGE INCOME (LOSS)
TOTAL INCOME (LOSS)
Trapper tinlng lnc.
Conrolldatcd Net lncome
Asof: Dccember31,2019
t2.l@/o
26.57o/o
21.4e/c
19.93e/o
t2.l@/o
26.57o/"
21.4V/o
19-93Yo
NETINCOME
YEARTODATE
2,084.850.89
(354,788.79)
(29,836.66)
$1,70022s.44
TOTAL NONPATRONAGE INCOME (LOSS)
0.00
0.00
1,700,?j25.44
-
(l 13,815.24)
(e426s.76)
(7s,e23.so)
(70,70r. 19)
(3s4,782.69)
659,657.61
546,0t5.66
439,771.74
4@,563.t2
2,055,008.13
t,700,225.44
ll9
PacifiCorp Foundation
AlfiIiated Transactions
For the Year Ended December 31, 2019
Account Ilescription
Adminisfiative support services
Totd
Basis of pricing
Cost of service
The margin ofcharges over costs
Assets allocable to the services
The overall rate ofreturn on assets
PaclfiCorp
Rcceived Senices
PaclfiCorp
Provided Services
$$185,616
$$185,616
N/A
N/A
N/A
N/A
N/A
(a)
(a)
None
None
None
(a) Costs incurred by PacifiCorp oa behalf of rffilirrcs srr ghfig€d at dft€ct cost labor is chrgcd at PacifiCorp's fully bodod cost
plus adminirtrative and general expcnse.
120
Pacificorp Foundation
Statement of Financial Position
(in dollars)
(Unaudited - lntemal Use Only)
Assets:
Gash
Restricted investments:
CaEh and cash equivalents
lnterest receivable
Receivable for investment eold
State Street inrrestments
Tota! restricted investments
Totalassets
Liabilities:
Accounts payable
Grants payable
Total liabilities
Net assets
1A31nflg
$ 38,159
5,014
52,2il,893
52,2s9,907
52,298,067
13,896
20,000
33,896
$ 52,2U,171
t2t
PacifiCorp Foundation
Statement of lncome and Changes in Net Assets
For the Year Ended December 31, 2019
(in dollars)
(Unaudited - lntemal Use Only)
Year-to-Date
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 gifi program
Small community capital projects
Rocky Mountain Power Foundation special grants
Pacific Power Foundation special grants
GlobalDays of Service
Other Community Pledge
Grants expensed in prior periods
Totalgrants
Administrative expenses
Investment management fees
Taxes
Bank fees
Total expenses
Net assets increase (decrease)
Net assets beginning of period
Net assets end of period
$6,436
1,269,510
3,572,922
4,839,549
5891
9,690,006
527,839
552,480
248,030
261,735
275,709
63,470
282,390
30,000
30,000
56,850
12,000
(20,000)
2,320,s03
204,699
6,958
24,400
3,053
2,559,614
7,130,392
45,133.779
122
Cottonwood Creek ConsoHdated Irrigation Company
Affiliated Transactions
For the Year Ended December 31, 2019
Account Descriotion
Annual assessment fees
Total
PacifiCorp
Received Services
$325,321 $
$325,32t $
PacifiCorp
Provided Services
Basis of pricing
Cost of service
The margin ofcharges 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) Under section 501(c)12 ofthe Internal Revenue Code, Cottonwood Creek Consolidated hrigation Company op€rates at cost.
At December 31,2019, PacifiCorp's plant-in-service included the following assets related to Cottonwood
Creek Consolidated krigation Company: $6,052,845 ($4,619,276 net of accumulated depreciation) for a
water supply project (including allowance for funds used during construction and capital surcharge) and
$65,431 ($27,218 net of accumulated depreciation) for water rights.
123
Cottonwood Creek Consolidated lrrigation Company
Balance Sheet
December 31, 2019
Account Name
Beginning
Balance Receipts Disbursements
Ending
Balance
EUCCU Savings
Zions Bank - Payroll
Zions Bank - Construction
Zions Bank - Operating
WF Checking Construction
MM Zions Bank - Construction
MM Zions General Fund
EUCCU Money Market
Accounts Receivable
Wells Fargo CD
Zions CD 12 Month
EUCCU CD 24 Month
EUCCU CD 60 Month
Wells Fargo Short Term CD
Property & Equipment
lnventory
Accounts Payable
Loan UT Water Resources
Totals
s s 2ss s 25
1,500 42,458 4L,8LL 2,L47
20,063 94,518 99,825 L4,756
446,792 358,398 361,696 443,494
1,500 1,500
9t7,O73 2,575 919,648
355,269 1,015 356,284
410,830 410,830
35,545 527,754 537,893 25,505
10,155 15 10,181
250,000 250,000
315,383 315,383
42L,603 42L,603
L,2L2 0.t4 L,2t2
29,735,444 29,735,444
t3,875 L3,875
(2ill.264
(5,375,933)258,831 (5,118,102)
5 26,L6L,342 S 2,583,658 S 2,330,050 S 26,514,960
r24
Account Name
Cottonwood Creek Consolidated lrrigation Company
lncome Statement
For the Year Ended December 3L,20L9
Beginning
Balance Receipts Disbursements
Ending
Balance
General Fund
Loan Payment
lnterest Earnings
Stock Water Pipeline
Project Water Fund
River Commissioner
Swasey Ditch
Peacock Ditch
Joe's Valley/Black Caynon
Fund Adjustment
o&M
O&M lrrigation
Mammoth Canal
Clipper/Western Canal
Blue Cut Canal
O&M Reservior
TotalO&M
Construction
Project Capitalization
c&w
Blue Cut
Upper Mammoth
Lower Mammoth
Total Construction
s 371,830 5
L7,378
47,399
1489s
4,L3L
8,643
(11,135)
25,672,098
63,335
275,000
L3,770
10,400
22,424
884
2,443
7,760
260,43L
45,457
276,00O
5,L48
22,424
4,746
s $ gag,zog
3L,L48
52,65L
LO,L49
5,015
11,086
(3,375)
25,932,s29
26,L25,238 557,447 353,775 26,428,gLL
35,1(N 5L,024
6,443
t,044
5L,024
5,L70
t,o44
36,L04
L,273
35,L04 58,511 57,238 37,376
9,220 9,220
36,104 67 73L
95,148
2,6s6
4,505
29,462
66,458 37,376
50,515
20,5t6
8,968
300
2,7N
44,532
(20,515)
15,3t2l
4,206
26,762
L3L,772 83,099 48,573
Grand Total 5 26,L6t,342 S gS0,gSO S 503,332 S 26,514,960
125
Ferron Canal & Reservoir Company
Affiliated Transactions
For the Year Ended December 31, 2019
Account Descrintion
PacifiCorp
Received Services
PacifiCorp
Provided Services
Annual assessment fees
Payment for water rights (")
Credit received (")
$669,113 $
602,133
(221,880)
Total $ 1,049,366 $
Basis of pricing
Cost of service
The margin ofcharges over costs
Assets allocable to the services
The overall rate ofreturn on assets
(b)
(b)
None
None
None
N/A
N/A
N/A
N/A
NiA
(a) During the year ended December 3 l, 20 I 9, PacifiCorp paid for the right to obtain 7,000 acrc-feet of wat€f, and r€ceived a credit
reprcsenting PacifiCorp's share of the water righs paym.ent based on its percentage ownership in Ferron Canal & Reservoir
Company.
(b) Undersection50l(c)l2ofthelnternalRevenueCode,FerronCanal&ReservoirCompanyop€ratosatcost.
At December 31, 2018, PacifiCorp's plant-in-service included the following asset related to Ferron Canal &
Reservoir Company: $383,772 ($159,640 net of accumulated depreciation) for water rights.
126
FERRON CANAL & RESERVOIR CO.
Balance Sheet
As of December 31, 20lg
Dec 31, 19
ASSETS
CunEnt Assets
ChecklngdSavingo
OESERTVIEII' CHECKING
DESERWIEW FEDERAL CREDIT UNION
MASTER SHARES
SHAREACCOUNT
128,702.59
2,173,061.51
28.21
Tota! DESERTVIEW FEDERAL CREDTT UNlOil 2,173,0,,,9.72
illu-s]TE REHABIUTANON ACCOUNT
SEDIXENT IIITIGATION ACCT
SOI.AR PROJECT'SWNERTON
zloil'S BANK
To,tat Ctrecklng6avlngs
Accounts Receivable
AccounE Recelvable
Total Accourils Recelvable
Total CunentAssetr
TOTALASSETS
UABUNES & EQUITY
Liabilltiee
Cunent LlabiliUes
Accounts Pryabb
Accounts Payable
Total Accounls Payable
Odpr Cunent Liabilities
Payroll Llabilltiee
Total Other Cunent Uablllthc
Total Curent Llabilities
TGI Lhbllldcs
Eguity
Retaaned Eamlngs
l{€t lncome
Total Equlty
TOTAL LI,ABLInES & EOUITY
307,427.23
18,109.95
35,801.38
370,819.07
3,033,949.94
-1.76
-1.76
3,033,948.18
3,033,9.!8.18
-130,679.13
-r30,679.13
1,0729!
1,072.97
-129,606.16
-129.66.16
2,959,205.01
204,349.33
3,163.554.34
3,033,94E.'tE
127
FERRON CANAL & RESERVOIR CO.
Profit & Loss
January through December 2019
Jan - Dec 19
!ncome
lNcouE
CERTIFICATE TRAilSFERS
MIU-SITE REHAB STATE FUNDS
INCOilE -Other
115.00
1,645,908.s7
128,O52.62
Ter NcoxE 1.774,076.19
1:s0sr03148
3,279,'.t07.67
3,279,107.67
REVENUE
Total lncome
Grocs Profit
Expense
GENERAL
BOARDMETBER
DREOGE
HEALTH I]{SUMNCE ALLOWANCE
II{SURANCE
LOAI{ PAYTENTS
OFFICE SUPPLIES
PAYROLL EXPENSES
PERMlTS
POWER
REGISTRANONS
TELEPHONE
TRAVEL EXPENSE
WATER'POP'GROCERIES
GENERAL-Othel
930.00
10,500.00
27,000.00
26,697.00
163,100.m
2,143.43
130,315.16
179.17
4,*2.47
.t45.00
4,248.13
1,784.30
1,819.42
6,120.00
Tot l GENERAL 379,@r.08
IRRIGATION
REPAIRS
SUPPUES
1,884.50
43,677.02
Total IRRiGATION 45,561.52
iIAINTENAT{CE
BUILDING
EOUPMENT REPATRS
FUEL
STOCKWATER UNE
SUPPUES
33,502.97
21,682.77
13,025.07
1,361 .11
6,872.00
Total IAINTENATIICE 76,443.92
UILLSITE RE}IABILITANON
EMERYCOUNTY
IN-KINO XATC}I EXPENSES
tlLt,SlTE REHABILITATION - Other
1,936,n812
63,808.43
460.00
Total ilILLSITE REHABILITATION 2.001,046.55
Reconcaliation Discrcpancaes
SOIIR PRq'ECT
TMT{SFER TO CHECKII{G
VEHICLES
REGISTRATION
490.00
-29,W.73
600,m0.00
637.00
Total VEHICLES
Total Erpense
NGt lncome
637.00
3,074:7j,8.3r4
204,349.33
128
Huntington Cleveland Irrigation Company
Affiliated Transactions
For the Year Ended December 31, 2019
Account Descriotion
Annual assessment fees
Total
Basis of pricing
Cost of service
The margin ofcharges 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) Undersection50l(c)l2ofthelnternalRevenueCode,HuntingtonClevelandtrigationCompanyoperatesatcost.
At December 31, 2018, PacifiCorp's plant-in-service included the following assets related to Huntington
Cleveland Irrigation Company: $22,292,513 ($13,698,765 net of accumulated depreciation) for a water
supply project (including allowance for funds used during construction and capital surcharge) and
$1,471,639 ($489,798 net of accumulated depreciation) for water rights.
129
I ll i!Yl'll'[GTOli-Cl.liV]:l.AND lRRlGrt'l'lON COilIPANI'
fl '..\ rEnt EN't' or l{ NAt\(:tAt. rosmloN
AS Ol' DI|CHIIIBER 31. 20t 8 As-t) 2019
r01Ar. Al.r, ruNDs
20ilt l0t9
r.$ii!i,rs
CIJRREN'I' ASSI.]'I'S:
Cash and cosh cquivulents
Accounts rcccirrblc:
Shareholder asscssnrcl ts
Itrcpaid lnsurancc
$ 489,807 $ 368,242
20.628
7,729
22"686
6.934
'lblal current asqlts $ 518.164 $ 1m,862
NONCI JRIt EN'I' ASSE'IS:
Fixed Assets:
Land
Buildings
Ila!rcntcnts
Water right;
Vehicleri
Ollice equipnrent
Othcr cquipmcnt
Divcrsion smrcturl.s
Slonryc fircilitics improvcments
lrigation liysl,enr
Accurnutated dcprcciation
J 4t,722 $4t.7D
E t,320
l 16.718
3.096.469
16"4E7
5.E40
62.496
72.143
4.797.808
56$25,q42
(9,r5e"5?0)
t l6.7lE
3.096.469
12.237
s.840
l4,ls,
12.t43
4.?97.808
56,925,1)42
(7,947"278\
Totrl noncunc|ll f,$scls $ 5?,135.7t 0
$ ,7.653.954
$ 56.057.375
'fourl asscls $ 56.455,237
130
(Continucd)
I ltiN'l'lN(;'[ON-CI.l.:v}:l.AND lRlllG,rl'lON (:OIIPANI'
sTA',t'Etf ! h:N'r.s 0r ]'rNA:r(:tAt. postTtoN-
/ts or D!:(:ErlB nR 3r.2018.,rND 2019
TOIhI, AI,I,I.tJNDS
20t8 2019
LlAllll-l1lF.S AN l) Nlil' ASS!.:;'lli
CURRTN 1' LIABI LI'IIL"S:
Accrunts payablc
Wages payable
Payrol I trtxcs pu,vable
Accrucd intcrcst pryable
Dcfcrn"t Revcnue
Cuntnt portion olkrng-tcrm Iiahilities
'lbtal currcnt liabilities
l,ONC-TnRlvl l.lAB ILITIES:
Nolcs pnyahlc (Notc 6)
'lirtol long-tcrm liahililics
'l'olal liabilitics
Nri'l'ASSIi'lli:
LInrestricted:
'Ibtal nct asscts
lirtal liabilitics and iret assets
$ r68.r4n s t54.953
$ 2,s 13.8_36 $ 2.674.146
$ 2,Er3.836 $ 2,674.146
$ 2-9$ t.9lt4 $ 2,1129.099
$ 54.6?t.970 $ 53.626.t38
$ 54,fr71.970 $ 5i.626.138
$ 57.653.954 $ 56.455.237
$I,1 87
3.-?98
5.077
3,2t0
5,975
l4t.30l
2.2E3
4,712
5.098
3.1 l0
I 39.690
$
13l
l|l rN t'tN(;t'oN-(:t,]:vr:r,A)rD tRRt(iATtoN (oMP,rIY
sl'.{'rEMtr NT Oti A(:llVrn];s
I'on TrrE '|'[ARS D]trHr) tr].(:llMBER 3t.20lE ANL 20t9
l0l8
t.lNRLS I lllC.l lil)
()PCRAIl0Ns &
tuAtN'njNAr!(:r
$
201t;
[,NRIS I'RICTIiI)
ottR^iloNs &
IVIAINTENANCI:
t 75,lr)3
!x),&84
577,9?7
(hargcs lbr Scruiccs:
A Water Assscncnt
ll Walcr AsscssDent
Municipal anrl lndus,ry Aissvnenl
l)an llErxyrnsrl Assessncnt
Pmjod Rrplyncnli() &. N'l A.tseismmr
lJpIrr Pond Asses$n€trt
Lawrcncc PmiEt
Mcls As$(1suctrt
tUinirnal Asscsmort A(lju$tmc[ts
l.lcl charllcs lir scrviccs
(ivr.mnqrtal grdnl$ (rcstillqll
otbcr Rcvenilc:
Cbrtilicarc Transl'DN
Latc lts
lntcrcsl
RciItxrr*gnrcltlti
Mi*clkneous
Tolal orhcr rcvcnuc
'l'olal resurcs
ljxpmrs;
Pnrgnrn scrliccs:
Watu Magff WnBc
Rcwoir l,v'lmager Wrge
Othcr kbu \Lhgc
Payroll Rurelits
Non proJNt watcr (J & M
C:hargc lbr walcr througl the resoir
J* s Vnllcy llur Ropayrnml
o&Nl - t:w0)
l'luntin5lon Dam llcparmcnt
Walcr Syslsn Mii[ttJlrilce
\Vmer Righls Asssnrcnts
lloavcr & lrluskrnt Oontrol
Vclriclc and llipi;rrrsrl l::.\tEt$
Matcn&l lrld Supplics
Ittvrrarrce
l)cprcrratioo
lltlerr*1 crl)ens
lvliscllmcous
'l'0lol froBrun €xpcn$s
$ 87C,t24 $ 886.5?2
lil,t-1{
81r,350
517,864
28.yro
2Jr,r
65.0?6
I1,950
2J26
7,4r1
.3 r,8?5
1s|)
$ 5,631
s t.89rr
|,408
2!41
I2.454
l Sso
x -rpr!
s 2,6 t.3
(;,05?
3.609
8.77(;
I,ln,r
$ 20J-B S tl-$iE
I 9t,.1.(rE,3 9t5,415
0t(.971
I 8.171t
t,026
t8,8.t6
l5,4rLt
t2.8?2
?(r,l9E
30+92 t
I I,t 5{
252.605
?(t,171
t60
|.641
6JO,l
I l,li.1
1.105-1 | I
3E,E5r-
66,(ito
I$,.17S
S
t 5..1(r.5
2.7i6
5('0
26.t93
10,82 t
r t.l5,l
420.{t94
?0.718
9,6.40
15,0,1 I
rt,ilrl
l3pird
t,2 t2,292
t7$e8
2d t.t
s l.?96,160 s t.906.6i I
r32
(Co.lio.d)
llL:\TlN(;TON-Cl.EVf, l,i\ND lllRl(;41'10:'i ('.OfllP NY
sT^Tl,ltt trr$N 0r A(:TMTIBS
r'oRTHE YEA&S r.NIlF.D rnr:E\{m.R r!.2018 ANL 20r'
20lE mr,
IJNRr$llilCr'H)
()PERAT|OIiS&
MA0frrN^Ej
UNR[,STRlcTHI)
OPUR TIONS &
YANnrdANC|.:
Supprt Scnitr*:
Sccrutary We*c
Ityroll lrot€fr$
Ollico Rsrt
Acctumine ntd Ardiling
lrfd ltcs
Tcltphonc and lntcmct
OfIrcc Supplics
IMalp
M(xlinp
Bonl Clwgerod Fccs
TmvJ
Misrrllrre.rt.r
27.420
u5e
3.(ilXt
6170
I t.631
JJ.I5
3rJ0
t-ldg
50
67-1
4.{63
s 2&258
, r1(
3.100
6Ji0
3.n:t
6.006
r.f{6
691
!0
{93
t -7(t1
loLl $pport rcrviccs
5J03
3 70,7t3
I t.t66$7.)
3 (9615)r)
s5,65{,6r I
" I?oJso)
t 54,671,vr0
-
s 5't.616
Total crpcascc s t.r6r.257
('haD8c ill lld ossats 5 ( I O,rS,81l)
54,67t,9r0l.lu Esrr-s, lrcBitmiu ol'lirr
Prifi pcrkd adlmmqil
l,lo arsas,endof par s 53,626,138
-
r33
III. Loans
The following information on loans to and from effilietes of PecifiCorp includes the following:
A. The month-end amounts outstanding, separately for short-term and long-term loans.
B. The highest amount outstending during the year, seperately for short-term and long-term loans.
C. A description of the terms and conditions for lorns, including the basis for interest retes.
D. The total amount ofinterest charged or credited and the weighted average rate ofinteresT separetely
for short-term and long-term loans.
E. Specify the commission order(s) approving the transaction, where such approval is required by law.
134
Loan Summary to and from afriliates for the year ended December 3lr20l9
(a) Refer to the "PacifiCorp - Pacific Minerals, Inc. Umbrella Loan Agreement Transaction Statement" on the
following 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 yeax, se,paxately for short-term and
long-term loans.
Maximum short-term loan to afriliate:
Maximum short-term loan from affiliate:
Amount
Date
Long-term loans to or from affiliate:
N/A
$ 60,000,000
December 19,2019
N/A
C. A description of the terms and conditions for loans, including the basis for
interest rates.
Pursuant to the terms and
conditions of the
Umbrella Loan Agreement
D. The total amount of interest charged or credited and the weighted average rate
ofinterest, separately for short-term and long-term loans.
Short-term loans:
Interest expense charged
Intsrest income credited
Weighted average interest rate
Long-term loans:
$ 177,870
(a)
N/A
E. Speciff the commission order(s) approving the transaction, where such approval
is required by law.
Refer to Appendix A
r35
PacifiCorp - Pacific Minerals, Inc. ("PMI") Umbrella Loan Agreement Transaction Statement
NetPrincipl NetPrincipl Principl Principol Outstandng Interest InterestEEense Intereltlncome
Adranced Repid Adanced Repid lVbnth-end Rate Incurred Eerned
to toPMI PMI Bahnce
Dec'18 $ 31,000,000
Jan'19 $$31,000,000 2.63000/o - 2.8500%s 7l,l7l $$$
Feb'19 31,000,000 2.60070/o - 2.69540/o u,2t0
Mar'19 (31,m0,m0)
Apr'19
May'19
June'19
Iuly'19
Aug'19
Sep'19
Oct'19
Nov'19
Dec'19 (60,000,0m)$ (60,m0,0m)l-780}o/o - 2.0500o/o 42,489
Totd $ (60,0m,000)$ (31,000,000)$$$ 177,870 $
136
IV. Debt Guarantees
If the parcnt gutrsntccs any debt of affillrtcd intenerts, ldentify the entities lnvolved, the nrture of the
debg the origind tmount, the htghcct enount durtng the yeer endcd December 31r 2019, end tre
bdence ls ofDccember 31r 2019.
PacifiCorp docs not guarantecthe dcbt of its zubsidiaries or any of its affiliates.
137
V. Other Transactions
Other transactions (utility learing of affilirte property, affiliate leasing of utility property, utillty purchese
of effiliete property, material or supplier and effiliate purchese of utility proper$, meterial or suppliec)
are as follows:
Other transactions are included in Section tr. Transactions.
138
VI. Employee Transfers
By effillete rnd iob tttlq provlde the total number of execudvg mrnrgement end
profccsioneUtcchnlcel cmployees trenrfcrred to rnd from the udttty. By effiliete, provide the totel
number of other employeer trancfcrred to ud from the utiltty.
139
Summary of PacifiCorp Employee Transfers to and from Affiliates during the year ended December 31, 2019
Transfer oftrlnployee to PacifiCorp
fromAffiliate Jobfitle Count
BHE US Transmission, LLC
BHE US Transmission, LL/C
BI{E US Transmission, LLIC
Bfm US Transmission, LIC
BHE US Transmission, LI-C
Kem RiverCas Transmission Coryany
Northem Natural Cas Conpany
NVEnergy, lnc.
NVEnergy, Inc.
NVEnergy, Inc.
NVEnergy, Inc.
Pacific Minerals,Inc.
En gineerin g Projects Director
hincipal Engineer
Principal EngineeriOperations hoject Manager
Project Manager
Mce President, Project Delivery
SeniorAttomey
Engineer
labor Relations Specialist
Maintenance Manager, Hydroelectric Plant
Principal System Specialist
Transmis sion Policy Specialist
Manager, Mine PurchaseAilholesale
I
3
I
I
I
I
I
I
1
I
I
I
Total transfers ftom Affiliates 14
tansfer of Frnlroyee from PacifiCorp
toAffiliate Jobfide Count
NVEnergy, lnc.
NVEnergy, lnc.
NVEnergy, Inc.
Manager, Distnbution
Senior Business Analyst
Senior Business Specialist
Total transfers to Affiliates 3
140
VII. Cost Allocations
A description of eech lntre-company cost ellocetion procedure and e schedule of cost mounts, by account,
transferred bctween reguleted end non-rcgulated segments ofthe conpany.
l4l
PacifiCorp Cost Allocation Manual for the year ended December 31, 2019
Overview/lntroduction
This section describes the allocation of costs between PacifiCorp and its affiliates.
On March 31,2006, PacifiCorp entered into an Intercompany Administrative Services Agreement (*IASA") between
Berkshire Hathaway Energy Company (*BIIE") and its subsidiaries. PacifiCorp is an indirect subsidiary of BIIE, 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
orderprocessing services, tax and accounting services, contract negotiation and administration services, risk
management services, environmental services and engineering and technical services;
c) the use of office facilities, including but not limited to office space, conference rooms, fumiture, equipment,
machinery, zupplies, computers and computer software, insurance policies and other personal property; and
d) the use of automobiles, airplanes, other vehicles and equipment.
Allocation Amounts and Methods
BIIE and subsidiaries to PacifiCom
During the year ended December 31, 2019, PacifiCorp was allocated costs by its non-regulated parent company, BIIE,
and certain of BIIE'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 wore as follows:
Total services porided
as reportedin Amountofservices
Affilate IL Transactions based on allocations
Be*shire Hathaway Energy Conpany
BIIE Renewables, L[.C
BHE US Transmis s ion, l,LC
Kem RiverCas Transmission Conpany
MHC, Inc.
MidAmerican Energy Conpany
Nevada Power Conpany
4,963,789
2,927
12,N7
93
494,378
4,,101,310
127,670
$
10,w2,574 $7,06,5,78s
The amounts were allocated by BIIE and its subsidiaries to PacifiCorp using eight different formulae during the year
ended December3l,2019. These formulae are as follows:
a) A two-factor formula based on the labor and assets of each of BIIE's subsidiaries. PacifiCorp's allocation
percentage during the period of January I through December 31, 2019 was 25.51o/o.
b) The same two-factor formula as a) above, except excluding the labor and assets of BHE's international
subsidiaries. PacifiCorp's allocation percentage during the period of January I through December 31,2019
was29.62Vo.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 ofJanuary I through December 31,2019
was 35.31%.d) The same two-factor formula as b) above, except excluding the labor and assets of HomeServices of America,
Inc. PacifiCorp's allocation percentage during the period of January I through December 31, 2019 was
36.r1%.
$3,661,679
2,v27
93
l10,29r
3,290,795
$
142
e) A same two-factor formula as a) above, exccpt excluding the labor and assets of HomeServices of Americq
Inc. and BIIE's Philippine subsidiaries. PacifiCorp's allocation percentage during the period of January I
through December 31,2019 was 30.40%.
0 The same two-factor formula as a) above, except excluding the labor and assets of NVE Holdings, LLC
subsidiaries and BHE Altalink Ltd. subsidiaries. PacifiCorp's allocation percentage during the period of
January I through December 31,2019 was38.46oh.
g) A formula based on the gross plant asset amounts of each of BIIE's subsidiaries. PacifiCorp's allocation
percentage during the period of January I through December 31,2019 was3}.7lo/o.h) A formula based on shared Information Technology infrastructure that is owned and/or managed by
MidAmerican Energy Company. PacifiCorp's allocation percentage during the period of January I through
December 31,2019 was 2.00%.
PacifiCom to BHE and subsidiaries
During the year ended Decernber 31,2019, PacifiCorp allocated costs to its non-regulated parent company, BIIE, and
certain of BIIE'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 serrices povided
as reportedin Amountofservices
Affilate IL Transactions based on allocations
Be*shire Hathaway Energy C.onpany
BHEAltalink Ltd.
BHERenewables, LL,C
CalEnergy Generation Operating C-onpany
BHE US Transmis sion, L[-C
Gid Assurance, LLC
Electric Transmission Te>as, LI,C
MTLCanyon Hohings, LLC
CalEnergy Philippines
Horne Services ofAmerica, Inc.
Kem River Cas Transmiss ion C-onpany
M idArnerican Energy C.onpany
Midwest Capital Croup, Inc.
MidAnprican Energy Services, LLC
Northem Natural Cas Conpany
Northem Powergrid Holdings C-onpany
NVEnergy, Inc.
Nevada Power Conpany
Sierra Pacific Power Conpany
$I 18,335
55,068
70,506
762
184,527
2,472
4,508
74,43
1,737
t41,320
28,845
428,101
203
4,17s
86,745
71,56
60 015
88,400
50,512
$ll,%l
50,868
58,552
30
3,80r
1,684
132,791
14,398
179,86
197
4,068
4,147
68,503
l,387
85,720
49,017
rA7tA20 $706,,953
The amounts were allocated by PacifiCorp to BHE and its subsidiaries using three different formulae during the year
ended December 31, 2019. These formulae are as follows:
a) A two-factor formula based on the labor and assets of each of BIIE's subsidiaries. The percentage that
PacifiCorp allocated to BHE and its subsidiaries during the period of January I through December 31,2019
was74.49o/o.
b) The same two-factor formula as a) above, except excluding the labor and assets of BHE's intemational
subsidiaries. The percentage that PacifiCorp allocated to BIIE and its subsidiaries during the period of
January I through December 31,2019 was 70.38%.
c) 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 of January I
through December 31,2019 was 63.89%.
143
$
II{IER COIIPANY ADill]ISIRAItvE SERI/ICES AGREEI El{T
BETTYEBI
IIT'AIIERICAN ENERGY HOTDNGS OOIIPANY
AND
ITSSUBS|ITXARIES
This lntercompany Administrative Services Agreement ('Agreemenfl) is entered into as of March 31, 2006
by and between MftlA,merinn Energy Holdings Company (hereinafter lhe'Corpanyr) and its dhect and
indirect subskliaries (hereinafterthe "SubsiJiaries") (each a 'PaO" and logelherthe "Pailies').
WHEREAS, the Conpany provldes senior rnnagernnt, executive oversight and olher administrative
services that provkle value to and beneft the SubsiJiaries as entities in lhe consolidated group;
WHEBEAS, the SubsirJhries have access to professional, lechnical and other speclalized resources lhal
the Corpany rmy wish to utilize fom time lo time in the provision of such adminbtrative seruices; and
WHEREAS, the Company and Subsidiaries may desire to utilize the professional, technical and other
specialized resources of cerlain Subsidiaries;
NOW, THEREFOHE, in consitleration of the prembes and mulual agreements set hrth herein, lhe
Corpany and Subsirlhries agree as bllows:
ARTICLE 1. PROVISION OFADTJ|N|STRATIVE SERVICES
Upon and subject to the lerms of this Agreernent, services will be provided between and among the
Company and its Subsilhries that are not dhectly applicable to the production, distribution or sale ol a
product or seryice available lo cuslomers of the Corpany or its subsidiaries ('Adminbtralive Seruices').
For purpses of this Agreemenl, Administntive Services shall include, but not be limited to the bllowing:
a) seruices by executive, management, plohssional, technkial and clerical employees;
b) financhlservices, payroll processing seruices, erployee benefits pailicipation, supply chain and
purchase order processing servhes, lax and accounting services, contract negotlation and
administnation seruices, risk managemenl seruices, environmentalservices and engineering and
techni:alseruices;
c) lhe use of olfice hcilities, including but not limited to office space, conference rooms, fumiture,
equipment, machinery, supplies, conputers and compuler softwale, insurance policies and olher
personal propeily;
d) the use of autorpbiles, aiphnes, olher vehicles and equhment;
144
To oblain spechlized expertise or to achieve efficiencies, lhe bllowing situatbns may ailse under this
Agreercnt whereby Adminbtative Services may be proviled between and among the Corpany and k
Subsidhries:
a) The Corpany may directty assign or allocate comnpn cosls to lhe Subsidiaries,
b) The Company IIEy procule Administrative Services fromthe Subsiliaries br its own beneft,
c) The Conpany rnay procule Mministrative Services from fte Subsidlaries hr subsequent
allocation lo some or allSubsirlhries comrpnly benefiting, ol
d) The Subsidiaries may plocule Administrative Seruices from each olher.
ARTICLE 2. DEFilMONS
For puryoses of this Agreement these terrs shall be defned as bllows:
(a) 'Laws' shall mean any law, staUte, rule, reguhtion or ordinance.
(b) "State Cormissbns' shall mean any slate public utility commission or slate public service
commission with jurisdhlion ovsr a rate-reguhted Paily.
(c) 'SubsftJiaries' shall mean cunent and fulure dhect and indirecl maprityowned subsidiaries of lhe
Company.
ARTTCLE 3. EFFECflVE DATE
fiis Agreement shall be efbctive as of the date set bnh above; prwided, however,lhal ln hose iudsdinions in
which reguhtory approal is required bebre lhe Agteennnt becomes efiective, lhe eftctiye date shallbe as of
hedateof such appwal.
ARTICLE 4. CHARGESAND PAYIIEIT
(a) CHARGES.
Pailies shallcharge br Administrative Seruices on the blbwing basis:
(D Dhect Charges: The Paily receiving lhe benelit of Administralive Seruices ('Recipient Party")will
be charged tu the opaating cosls incuned by the Paily providing the Administralive Services
('Proviling Party'), including, but not limited lo, allocable salary and wages, incentives, paid
absences, payroll taxes, payroll additives (insurance premiums, health care and retirernent
benefits and lhe like), dhect non-hbor cosls, if any, and simihr expenses, and reimbursement of
outofpocket third pany costs and expenses.
(ii) Seruhe Charges: Costs tlnt are irpraclical to charge dhectly but br which a cost/benefit
rehtionshp can be reasonably identt'fied. A practbal allocation method willbe established by
Providing Paily that allocates the cost of this service equilably and consistently to the Recipient
PaO. Aty changes in the methodology will be communicated in writing to rale+eguhled
subskllailes at least 180 days bebre the implementation of the change.
(iii) Allocations: Cosls incurred br the general benefit of the entire corporale group br which direct
charging and service charges are not priactical. An allocation methodology willbe established
and used consistenlly fiom year lo yeat. Any changes to the methodology willbe conmunioated
145
in writing lo rate+eguhled subsHhries at least 180 days bebre the inplementation of lhe
change.
The charges constitule full conpensation to the Provitling Party br all charges, costs and expenses
incuned by the Provkling Parly on behalf of the Recipient Party in proviJing the Administrative Services,
unless otherwise specifically agreed to in wrlting between the Pailies.
If evenls or chcurnstances ailse which, in the opinion of the Parties, render the cosls of providing any
Administrative Services materhlly different fiom those charged under a speciftc rale or brmula then in
effect, the specific rale or brmulas shall be equitably adjusted to take inlo accounl such evenls or changed
circumslances.
Providing Pailies will bil! each and all Recipient Parlies, as appropriate, hr Mministrative Services
rendered under this Agreement in as specific a rrEnnel as practimble, To the extent thal direct charging
br services rendered is not practirxble, lhe Provirling PaO may ulilize allocation methodologies to assign
charges br services rendered to the Recipient Pafi, reflective of the drivers of such cosls. Such
allocation methodologies nny utilize allocalion bases that include, but are not limiled to: erployee hbor,
employee counts, assets, and mulli-factor allocalion brmulae.
Any cosl allocation methodology hr the assignment ol coryorate and affillate costs willcomply with the
hllowing principles:
i) For Administrative Services rendered lo a rale-regulated subsidiary of the Company or each
cosl calegory subject to allocation to rale-reguhted subsHhries by the Corpany, lhe
Corpany musl be able to demonslrale that such seruice or cosl category is reasonable br the
rale-regulated subskllary br the perbrmance of its regulated operations, is not duplicative of
Administrative Services already being perbrmed within the rat+reguhted subskliary, and is
reasonable and prudent.
ii) The Conpany and ProviJing Pailies will have in phce positive time reporling syslems
adequale lo support the allocatbn and assignmenl of cosb of execulives and olher relevant
personnel to Recipient Pailies.
iii) Pailies must maintain records sufficient to specifically identiff costs subject to allocation,
pailiculaily with respecl lo their origin. ln addition, the records must be adequatety suppoiled
in a mannersufficienlto justiff recovery of the cosls in rates of tale-reguhted subsiJhries.
iv) lt is the responsibilily of rate*eguhled Recipienl Parties to this AEeement lo ensule that costs
whhh would have been denied recovery in rates had such costs been directty incuned by lhe
reguhted operation are approprhlely itlentified and segregated in the bools of the regulated
operalion.
(b) PAYMENT.
(i) Each Provitling Party shall bill the Recpient PaO mnthly br allcharges pursuant lo
this Agreement vh billings to the Conpany. The Company, in its capacrty as a clearinghouse for
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interconpany charges within the Corpany shallaggregate allcharges and billa!! Recipient Parties in a
single bill. Full payment to or by the Conpany for all Mministrative Services shal! be made by the end ol
the calendar monlh bllowing the inlercorpany charge. Charges shall be supporled by reasonable
documentation, which may be mainlained in eleclronic hrm.
(ii) The Paflies shall rnke adjustments to charges as required to reflect the discovery ol
srrors or omissions or changes in the charges. The Parties shal! conduct a true-up process al least
quarteily and more frequently if necessary to adjust charges based on reconcilhtion of amounts charged
and costs incurred. lt is the intenl ol the Pailies that such true-up process will be conducled using
substantially lhE same process, procedures and methods of review as have been in effecl prior lo
execulion of this Agreement by the Pailies.
ARrtcLE 5. GENERALOBLGAn0ilSi SfANDARD OF CARE
Rate+egulated Pailies will corply wilh allapplicable S:tate and Federal Laws regarding affilhted inlerest
transactions, including timeV filing ol applications and reporls. The Paflies agree not to crcss-subsidize
between lhe rate*egulated and non-late+egulated businesses or belween any rale-regulated businesses,
and shall comply with any applicable State Commission Laws and orders. Subject to the tens of this
Agreement, the Pailies shall perbm their obligations hereunder in a commetchlly reasonable manner.
ARflCLE 6. TAXES
Each Pady shall bear alltues, duties and other simihr charges except taxes based upon its gross income
(and any related interest atd penalties), irposed as a result ol its receipt of Administrative Services under
this Agreement, including without limitation sales, use, and value-added ta,res.
ARrrcLE 7. ACCOUNnNG AND AUDITIUG
Proviling Panies and the Company shall mintain such books and records as are necessary to suppoil lhe
charges br Adminbtratlve Services, in sufficient detailas nny be necessary to enable the Pailies to satisff
appllnble reguhlory requirements ('Records"). All Pailies:
(a) shal! provide access to the Records at al! reasonable limes;
(b) shall rnaintain lhe Records in accodance with good record managemenl praclices and wilh at
leastttre same degree ol corpleteness, accuncy and care as it maintains br its own records; and
(c) shallmaintain its own accounling records, separate fromlhe other Party's accounting records.
Sub|ect to the provisions of this Agreemenl, Records suppoiling intercorpany billings shallbe avaihble br
inspection and copying by any qualified representalive or agent of either Party or its affiliates, at lhe
expense of the lnquiring Party. ln addilbn, Stale Commlssion stafl or agents may audlt the accounting
records of Providing Pailies that brm the basis br charges to rale-reguhted subsftJhries, to determine the
reasonableness of allocation hctors used by the Proviling Party lo assign costs lo the Recipient PaO and
amounlssubjectto allocation or direcl charges. All Pailies agree lo cooperale fully with such audits.
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ARTICLE 8. BUDGMNG
ln advance of each budget year, Providing Parties shall prepare and deliver to the Recipient Parlies, br
lheL review and approval, a proposed budget br Administrative Services to be perbrmed during that year.
The approved schedule ol budgeted Administrative Services shall eviderce the base level of
Administrative Seruices. The schedule slnll be updated at leasl annualfy. Each Party shallprorptly notlff
the other Pafty in writing of any requested material change to lhe budget costs fur any servbe being
prcvided.
ARTICLE 9. COOPERATION W]TH OTHERS
The Pailies will use good hith effuils to cooperale with each olher in all matters rehting to the provision
and receipt of Administrative Seruices. Such good hith cooperation will include providing electronic a@ess
in the same manner as provided other vendors and contraclors to syslems used in conneclion with
Adminbtrative Services and using commercially reasonable efbrts to obtain a!! @nsenls, licenses,
sublicenses or approvals necessary to permit each Paily lo perbrm its obligations. Each Party shall make
available lo the other Party any inbrmalion requked or reasonably requested by the other ParU regarding
the perbrrmnce of any Administrative Seryice and shallbe responsible brtinely provUingthal inbrmation
and br lhe accuracy and conpleteness of that information; provkled, however, that a Paily shall not be
liiable br not provitling any inbrmation that is subiect to a confidenliality obligation owed by it to a person or
regulatory body other than an affilhle of it or he other Pafiy. Either Party shall not be liable br any
inpairment of any Mministrative Service caused by it not receiving inbrmalion, ellher tirrely or al all, or by
il receiving inaccurate or inconplete information from the other PaO that is required or reasonably
requested regarding that Administrative Service. The Pailies willcooperate wilh each olher in making such
inhrmation avaihble as needed in the event of any and all inlernal or exlernal audits, utility regulatory
proceedings, legal actions or dispute resolution. Each Party shallfulty cooperate and coordinale with each
othe/s enployees and contractors who may be awarded olher work. The Pailies shall not commilor permit
any acl, which will interhre with the perbrrnnce of or receipt of Administrative Services by either Parg's
employees o l conlractors.
ARTICLE 10. COIIPLIANCE WITH A[ I.ATIUS
Each Pafiy shallbe responsible br (i) its corpliance with allhws and governmental reguhtions affecting
ils brciness, including but not limited to, laws and governmental regulations goveming federaland state
affiliate transaclions, wofters' conpensation, health, safety and secufty, and (ii) any use il may nnke of
the Administralive Services to assisl il in corplying with such laws and governmental reguhtions.
ARTICLE 11, LIIITTATION OF LIABILTTY
Notwithstanding any olher provis'on of this Agreemenl and except br (a) rights provided under Ailicle 12 in
connection with Third-Paily Chirns, (b) direcl or actualdarnges as a resull ol a breach of lhis Agreement,
and (c) liability caused by a Party's negligence or willful misconducl, no Paily nor their respective direclors,
officers, enpbyees and agents, will have any liability to any olher Party, or theh respective directors,
officers, enployees and agenh, whether based on contracl, wananty, torl, stricl liability, or any other
theory, for any indirecl, incidenlal, consequential, specia! damages, and no Party, as a result of ploviding a
Seryice pursuant to this Agreemenl, shall be liable to any other Party br more lhan the cost of the
Mministrative Servbe(s) rehted to the chim or damages.
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ARTTCLE'2. INDETINIFICATION
Each of lhe Pailies will indemniff, defend, and hold harmless each oher Party, mer$ers of its Board of
Directors, officers, employees and agents aglnsl and lrom any thirdpaily chims resultlng fiom any
negligence or wil!fu| misconduct of a Paily's erployees, agenls, represenhlives or subcontractors of any
tier, their erployees, agents or representatives in the perbrmance ol nonperbrmance of ils obligtions
under this Agreement or in any way rehted to this Agreement. lf a Third-Paily chim arising oul of or in
connection with tris Agreement resulls from negligence of multiple Paflies (including their erpbyees,
agents, suppliers and subcontraclors), each Party will bear liability wih respect to the Thhd-Paily Chim in
proportion to ils own negligence.
ARTTCLE 13. DISPT'TE RESOLUTIO}I
The Parties shall prorptty resolve any conflicts arising under this Agreement and such resolution shall be
fnal. lf applicable, adjustments to the charges will be made as requhed to reflect the discovery of errors or
omissions in the charges. lf he Parties ale unable lo resolve any service, perbrmarre or budget bsues or il
there b a materhl heach of lhis Agreement that las not been corected wffiin ninety (90) days, represenlalives
oltre aftcled hrties wil! rcet pronptfi to review and resolve those bsues in good hlh.
ARTICLE 14. TERHINATION FOR CONVENIENCE
A Paily may terminate its pailhipation in this Agreement either with respect to all, or with respect lo any
one or mre, of the Administralive Services proviled hereunder at any time and tom time to time, for any
reason or no reason, by giving notbe of lermination at leasl sDdy (60) days in ailance of the efbctlve date
of the termination to enable the other Paily to adjust its avalhble staffng and hcilities. ln the event of any
ternrination wih respect to one or mole, but less than all, Administrative Services, this Agreement shall
conlinue in full furce and effect with respect lo any Adminislrative Services not lerminaled hereby. lf this
Agreemenl is terminaled in whole or in parl, the Pailies willcooperate in good hith with each other in all
reasonable respects in order to efbct an elficienl transilion and to minimize the disruption to the business
of all Padies, including the assignment or lransfer of the ri$ts and obligtions under any conlracls.
Transitional assistance seryice shall include organizing and delivering records and documents necessary
to albw continuation ol the Administmtive Services, including delivering such naterhls in electronic brrs
and versions as reasonably requested by lhe Paily.
ARTICLE 1 5. CONFIDENIhL ilFORIIATIO{,l,lOtlDlSCLOSt RE
To the fullest extent allowed by law, the provision ol any Administrative Service or reimbursemenl for any
Administrative Seryice provided pursuanl lo this Agreemenl shall not operate to impair or waive any
prlvilege avaihble lo either Party in connection wilh the Administratlve Service, its provision or
reirtursenent br the Mministrative Service.
All Parties will mainhin in confdence Confdential lnbrmalion provided lo each other in connection with this
Agreemenl and will use the Confidential lnbrmation solely br lhe purpose of carrying out its obllgtions
under this Agreemenl. The term Confdentlal lnbrnaliOn means any oralor wdtlen inbrralion, (including
wi[rout lrrblibn, conpuler pro$ams, code, macrcs or instuctiirrc) which b made avaihble to the Conpary, its
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SubsHhries or one of iE representalfues, rcgadless of he mnner in wtrich such inbnstion is fumished.
Conffentiial lnbrmation aho incldes the bllowing:
a. All lnbrmation regarding the Administrative Services, including, but not limiled to, pdce, costs,
rpthods of openation and sollwale, shall be mintained in confidence.
b. Systers used to perbrm the Administrative Services provided hereunder are confidenlialand
ploprietary lo the Corpany, its Subsitlhries or third pailies. Both Pailies shall treat these systens and all
rehted ptocedures and documentation as confidenthl and proprietary to the Conpany, its Subsilliaries or
its third party vendors.
c. All systems, procedures and rehted materhls provided to either Paily are br its internal use
only and only as rehted to the Administrative Services or any of the underlying systens used to provide
the Adninistrative Services.
Notwihstanding anything h this Article 15 b the contary, he tem'Confidentiallnbmation'does not include
any inhrration which (i) at he tirB of dlsclosure is generalty available to and known by the pttrh (other than as
a result of an unpermitted dbcbsure rnde direct[ or indhectty by a PaO), (D rvas avaihble b a Party on a non
conftenth! basis from anoher source (pwired hat srrch source is not or was nol bound by a conffenthlly
agreernnt urffi a Parly or had ary dher duU of conffentlaltty to a Pafiy), or (iii) has been independerilfy
acquircd or developed wllrout vUating any of the obl(ptbrc uder thb AgreerBnt.
The Paflies shall use good hith efults at fie temination or expirali0n of trb Agreernnt to ensure that all rser
access and passruods arc cancelled.
All Confidential lnbrmation supplied or developed by a Palty shall be and remain the sole and exclusive
property of the Party who supplied or developed il.
ARTICLE 16. PERTITIED O]SCLOSURE
Notwihstanding provbions of this Agreement to the contrary, each Paily may disclose Confidenth!
lnbrmation (i) to the extent required by a State Commission, a court of corpetent lurisdiction or other
govemmentalauthority or otrerwise as required by hw, incfuding without limitation disclosure obligations
irposed under the federalsecurilies hun, provkled that such Paily has given the other Party prior notice
of such requhernent when leglly permissible to permit the olher PaO to take such legal action to prevent
the disclosure as it deems reasonable, approprhte or necessary, ol (ii) on a'need-to-know'basis under
an obligatnn of confidenthli$ to ils consultanls, legal counsel, affiliales, accountants, banks and other
financing sources and heir advisors.
ARTICLE 1 7. SUBCOI{IRACTORS
To the extenl provUed herein, the Paflies shall be fulty responsble br the acts or omissions of any
subcontraclors of any tier and of all persons employed by such subcontraclors and shall maintain conplete
ls0
control over all such subcontractors. lt being understood and agreed that not anything conhined herein
shall be deemed to create any contractual rehtion between the subcontractor of any tier and the Parties.
ARTICLE 1S. NO{WAIVER
The failure of a Paily to insist upon or enbrce strict perhmance of any of the lerms of this Agreemenl or to
exercise any ilghts herein shall not be construed as a waiver or relinqubhment to any extent of its right to
enbrce such tenrs or dgl"rb on any future occasion.
ARTTCLE 19. SEVERABLTTY
Any provision ol lhis Agreement prohibited or rendered unenbrceable by operation of law shall be
ineftctive onty to fie exlenl ol such prohbition or unenforceability without invalidating the remaining
provbions of this Agreement.
ARTICLE 20.
All understandings, representations, waranties, agreemenh and any referenced athchments, if any,
existing between the Parties regarding the subjecl matter hereol are merged into this Agreement, which
fulty and completely express the agreemenl of the Parties with respect lo the subject matter heteof.
ARTICLE 21. OITIER AGREEIIE]TTS
This Agreernnt does not address or govern the Parlies' relationshp involving: (a) the ta,r allocation
agreennnl nor (b) any other rehlionships not specifically ilentified herein. All such relationships not
addressed or governed by this Agreernnt will be governed and controlled by a separale agreement or
tariff specifically addressing and governing those relationshhs or by applicrable Laws or orderc.
lsl
Thas Agreerent has been dtly execrrbd on behdf of the Palies as lbilous:
TDA,EflCAI{ETERGYHilIIilGSOOPAIIY lilGC uc
Br Bf
Pat rlck J. Goodman Brlan K. Ilankel
Iilh llce PresLdent & fteesqrerTil9l Sr. Vlce Presldent &
Chlef Flnanclal Offlcer
PPW HO|."D|]{GS lrc t(RltoloNc, ]lc
Br
Brlan K. EankeL
Tl0B-Vlce Presldeat & Treasurer
GE ELECTflC UK R'ilDilG OMAT$T
Petrlck J. Goodman
IIUBI VLce Presldent & Treasurer
CAI.EIIERGY NC.
Bf Bp
Patrick J. Goodnan Brian K. Hankel
Tihi Vlce PreaLdent & TreagurerIi[e Dlrector
ltotE sEm[cEs 0F ATEEGA rlrc.cE GASECM,]I WAIER A]ID EIIERGY COTPA]fY,
[G.
Br Brr:
Paul J.Brlan K. Hankel
Tltet vr."" presldegr & &eaeurer
tJ.c
qr
Thomas B.ecketer
Tl&:Vlce PresLdent & Controller
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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 inlo by and
between rate-regulated public utility subsidiaries of Berkshire Hatraway 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 Siena Pacific
Power Company DBA NV Energy, are the signatories of the lntercompany Mutual Assistance Agreement
by and between Rate+egulated Subsidiaries of MidAmerican Energy Holdings Company effective February
15,2011and 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 or assistance from another Party, which may
involve the provision of goods, services and/or specialized resources for temporary emergency purposes,
or the emergency interchange of equipment or goods by one Party to the other, as long as provided without
dehiment 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 arc some of the signatories of the lntercompany Administrative Services
Agreement ('IASA) 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 govemed by an applicable mutual aid agreement,
which may be the Edison Electric lnstitute Mutual Aid Agreement, the Westem Region MutualAssistance
Agreement, or such other agreement as may be customarily used in the region where the mutual
assistance is to be provided ("applicable mutual aid agreement"), the provisions of which are incorporated
in this Agreement by reference. To the extent not inconsistent with obligations under the applicable mutual
aid agreement, the provisions of this Agreement shall govem 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 govemmental authority,
which may be without limitation a federal agency, a state or a govemmental subdivision.
(b) "Rate-Regulated Subsidiar/ shall mean a subsidiary of the Company ("subsidiar/) 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 govemed by an applicable mutual aid agreement, which may be
the Edison Electric lnstitute Mutual Aid Agreement, the Westem 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 seMces shall be reimbursed by the Recipient Party as a direct charge,
service charge or allocation as applicable pursuant to the IASA,
ARTICLE 5. STAN OF CARE
The Parties will comply with all applicable Laws regarding affiliated interest transactions, including timely
filing of regulatory filings and reports. The Parties agree not to cross-subsidize and shall comply with any
applicable Laws and State Commission, FERC or other applicable orders. Subject to the terms of this
Agreement, the Parties shall 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
regu latory 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 lhe 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,
Subiect to the provisions of this Agreement, Records supporting mutual assistance billings shall be
available for inspection and copying by any qualified representative or agent of a Party, at the expense of
the inquiring Party. ln addition, FERC or State Commission staff or agents may audit the accounting
records of Providing Parties that form the basis for charges to Rate-Regulated Subsidiaries. All Parties
agree to cooperate fully with such audits.
ARTICLE 8. COOPERATION WTH 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 conhactors to systems used in connection with mutual
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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 willcooperate with each other in making such information available as needed in the event of
any and all intemal or extemal audits, utility regulatory proceedings, legal actions, or dispute resolution.
Each Party shall fully cooperate and coordinate with each 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 govemmental regulations goveming 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
govemmental regulations; and (c) compliance with FERC's Standards of Conduct, MarkelBased Rate
Affiliate Restrictions, and any comparable restrictions imposed by FERC or a State Commission.
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ARTICLE 10. DISPUTE RESOLUTION
The Parties shall promptly resolve any conflicts arising under this Agreement and such resolution shall be
final. lf applicable, adjustments to the charges will be made as required to reflect the discovery of errors or
omissions in the charges. lf the Parties are unable to resolve any service, performance or budget issues or
if there is a material breach of this Agreement that has not been corrected within ninety (90) days,
representatives of the affected Parties will meel promptly to review and resolve those issues in good faith,
ARTICLE 11. TERMINATION FOR CONVENIENCE
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 mutualassistance, 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 nondisclosure 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 ac@ss 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 othenrise as required by Laws, including without limitation disclosure
obligations imposed under federal securities laws, provided that such Party has given the other
Party prior notice of such requirement when legally permissible to permit the other Party to take
such legal action to prevent the disclosure as it deems reasonable, appropriate or necessary; or
(b) On a "need-to-know' basis under an obligation of confidentiality to its consultants, legal counsel,
affiliates, accountants, banks and other financing sources and their advisors.
ARTICLEl4. SUBCONTRACTORS
To the extent provided herein, the Parties shall be fully responsible for the acts or omissions of any
subcontractors of any tier and of all persons employed by such subcontnactors and shall maintain complete
control over all such subcontractors, it being understood and agreed that anything not contained herein
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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 Parties regarding the subject matter hereof are merged into this Agreement, which fully and
completely express the agreement of the Parties with respect to the subject matter hereof.
ARTICLE 18. ADDITION OF RATE.REGULATED SUBSIDIARIES
Without further action by the Parties, effective on the date of its execution, a Rate-Regulated Subsidiary
may enter into the Agreement and be bound thereby.
158
nii Ag@mt ha been d4 srel8d on b€hsf ot the Parths as bllffi:
KERX RTI/ER OAS INAIISf,SSON COIIPAiIY TIDAMERICAII EilERGY COilPAXY
Br 8y:
Ti[e:Tifle:
Nam:Nam:
Vlmllrrrm
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T{ORIIIBII NATURAI. GAS COilPAIIY
Br
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IIORTHERiI TIAIURAL GAS COMAfi
Tith:
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Date: _----
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PACIFICORP t
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I{EVADA POWER COTPAI{Y
DBA I{V ETIERGY
8EiNA PACTE POER COTPA'IY
DBAI'VEXERGY
By,By,
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XERil RTVER GASIRAIISTSSIOI{ COSAI{Y DAEIClilEEGY COFAXY
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XERi. RTVER GAS TNAilSXISSIOI{ COTPANY IIO&IENICAI{ E}IERGY COWAf,Y
By:8I
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]IEVADAPOMR COI?AXY
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llffi:_Nml
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XERX RII/ER GAS TRAI{SMSSIOT COTPAT{Y IDilEiICIIIBIBGY @FATV
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}IORI}IERII IIATURAI OAS COIIPAiIY
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l6l
Appendix A - Oregon Public Utility Commission orders approving transactions with affiliates
All active affiliates with Afliliated Interest Ageements in Oregon have been included in this listing regardless of whether
aftiliate transactions occurred in the current year.
(e) Affiliates with current year fansactions subject to the lntercompany 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 tansactions.
Affilietc 0rdcr No.Docket No.Date Aooroved
Amarillo Gear Company, LLC (a Marmon Holdings, Inc. company)t7-243
18454
UI384
I.II4O8
July I l, 201 7
Decernber 4. 2018
American Express Travel Related Services Company, lnc.Aoril 30 2014t4-144 Ut346
ll Il9-l2l ur4l3
June I06-305 U1249
Altalink Ltd.June I06-305 W249
June 19LLC06-305 Ut249
U.S.June ILLC06-305 U1249
07-323
09-504
l0-090
l0-089
t2-348
t4-210
I 5-358
17476
l8-l2l
r 8-l 58
ut269
UI288
ut292
ut293
uI325
ut347
UI359
UI387
UI 393
UI394
Railway Company
March I l, 201
March I l, 20
November 3, 2015
November 21, 201
April 10, 2018
201
Jnly 27,
December 28,
September 13,201
June 10,201
01472
l5-218
l 8-085
t8-228
UI I89
UI 357
ut 392
ut397
June 12,2001
July 21, 2015
March 13,2018
June 19.2018
Bridga Coal Company
CalEnergy Generation Operating Company June 19.2006(a) 06-305 U1249
CalFnergy Philippines June 19- 2006(a) 06-305 U1249
Cottonwood Creek Consolidated lrrigation Company tt-332
l6-345
ut3t2
IJI373
August 26, 201 I
September 13.2016
Electric Transmission Texas, LLC June 19.2006(a) 06-305 U1249
Energy West Mining Company Aoril 12. l99l9l-513 UI105
Environment One Corporation Mav 16.201717-169 UI 381
l0-345
t6-247
I 8-l 92
UI 30I
ur 30r (l)
UI 396
September 2, 2010
July 5, 2016
Mav 24.2018
Ferron Canal & Reservoir Company
l5-357
l 8-l 35
UI358
uI358 (l)
November 3, 2015
Aoril 27.2018
FliehtSafeU lntemational, Inc.
Fossil Rock Fuels, LLC 11482 UI 317 December6.20ll
GBT US, LLC (dba American Express Global Business Travel)June 14, 201717-216 UI 383
Graver Water SysterL lnc. (a Marmon Holdings, Inc. company)March 23, 2016l6-t2l ut367
Grid Assurance, LLC June 19.2006(a) 06-305 U1249
06-305
07-269
08-l 65
l l-053
l6-163
ut249
ut264
ut277
UI3O4
UI 369
June 19,2006
June l l, 2007
March 12,2008
February I l, 201I
Mav 3.2016
HomeServices of America, Inc.(a)
r 0-353
t4-209
t6-344
I.II3OO
UI 345
ut374
Cleveland Irrigation Company September 10, 201
June 10, 20
20
162
continued on next page
Ordcr No.Docket No.Datc09-261 rJr286
06-305
06-683
07-080
09-503
I l-400
I 5-l 34
l6-099
19443
19445
ut249
ut255
UI 258
r_rr 255 (r)
UI 316
r.n 316 (r)
UI 36I
UI 428
UI 430
River Gas Transmission Company (a)
December 2019
March 8, 201
December 20, 2019
June 19,
December 26,
March 5,
December 28,
October 6, 201I
April28, 2015
I l-189
I l-l9l
I l-200
t6-164
LII3O8
UI3O9
LrI 3l I
LII 368
June l6,20ll
June 16, 201 I
lwe22,20ll
Mav 3.2016
Marmon Utilrty LLC (a Marmon Holdings, Inc. company)
Marmon/I(evstone Comoration Aoil24-2012t2-143 UI 319
LLC
MHC Inc.June 19.2006(a) 06-305 U1249
06-305
I l-190
I1400
I s-l 34
ut249
UI3IO
uI316
ur 316 0)
June 19,2006
June 16, 201 I
October 6, 201I
April 28.2015
MidAmerican Energy Company (a)
MidAmerican Enerev Holdinss Companv Insurance Services Ltd.Auzust 24.200606498 UI253
MidAmerican Enerev Services. LLC June 19. 2006(a) 06-305 U1249
Midwest Caoital Grouo. Inc.June 19.2006(a) 06-305 U1249
Canyon Holdings, LLC (a) 06-305 V1249 June 19,200613-322 UI 339 September 3. 2013
NetJets. Inc.March 13.200808-166 Ut279
06-305
l5-134
ut249
uI316 (l)
June 19, 2006
April28, 2015
Nevada Power Company (a)
06-305
I l-400
I 5-l 34
ut249
UI316
uI316 (l)
June 19, 2006
October 6, 201 I
Aoril 28. 2015
Northern Nahual Gas Company (a)
Northern Powersrid Holdines Comoanv June 19.2006(a) 06-305 I-JI249
06-305
I 5-l 34
ut249
ur 316 (l)
June 19, 2006
April 28. 2015
NV Energy, lnc.(a)
Pacific Minerals. Inc. flJmbrella Loan Aereement)Julv 7.200606-353 r.JI I fll)
PacifiCom Foundation Januarv 15.200404-028 IJI223
Penn Machine Comoanv LLC 19444 lJl 429 December 20.2019
June 19,2006PPW Holdines LLC (a) 06-305 U1249
Racom Corporation July 29. 201 Itl-276 UI3l3
Sierra Pacific Power Company 06-305
I 5-l 34
IJI249
uI316 fl)
June 19,2006
Aoril 28. 2015
(a)
Auzust 28, 2018The Bank of New York Mellon Corporation l8-3r3 r.Jr 406
The Kerite Company (a Marmon Holdines, Inc. company)October 18,201010409 uI303
Traooer Minine lnc.October 12.199494-1550 UI 140
U.S. Bancom Investnents, Inc.Julv 8.201414-251 UI349
l6-184
t6-366
t6463
t7-369
UI 370
UI 375
ut377
UI 386
May 20,2016
September 27, 2016
Decernber 7, 2016
September 28. 2017
U.S. Bank National Associatron
t63
continued on next page
AffiIirtc OrdcrNo.DockctNo Drtc
March08-165 Vt277
10450
tt423
t2-142
t2457
l3-283
t3-37t
t4-251
t4-396
I 5-I 83
16463
l7:369
r.ll302
UI3I5
UI3I8
UI 328
LlI 336
r.I340
uI 349
Llr 35 l
uI 356
ut377
uI385
November 15,
Octob€r 26,
Aprn24,
November 24
August 6,
October 16,
July 8,
November 12,
Jrme 9,
December 7,
Frgo Seorities, LLC
201
20tl
2015
201
2013
2013
t&