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HomeMy WebLinkAbout20200601Affiliated Interest Report 2019.pdfROCKY 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 (801) 220-2963. 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 danderson@midamerican.com 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 lnordstronr@idahonower.com;esa id@idahopower.con.r R. Scott Pasley Assistant General Counsel J.R. Simplot Company P.O. Box 27 Boise, ID 83702 spasley@simplot.com James R. Smith Monsanto Company Highway 34 North P.O. Box 816 Soda Springs, lD 83726 i im.r.smith@monsanto.conr David Hawk Director, Energy Natural Resources J.R. Simplot Company P.O. Box 27 Boise,ID 83702 dhawk@simplot.com Brad M. Purdy Attorney at Law 2019 N. l7h Street Boise,ID 83702 bmpurdv@hotmail.com Alan Herzfeld Herzfeld & Piotrowski LLP 713 W. Franklin P.O. Box 2864 Boise, ID 83701 aherzfeld@hpllp.net Randall C. Budge Racine, Olson, Nye, Budge & Bailey, Chartered 201 E. Center P.O. Box l39l Pocatello, ID 83204-1391 rcb@racinelaw.net Arthur F. Sandack, Esq. 8 E. Broadway, Suite 510 SaltLakeCity,UT 84lll asandack@msn.com Katie Iverson Brubaker & Associates 17244W. Cordova Court Surprise, AZ 85387 kiverson@consultbai.com Teni Carlock Accounting Supervisor Idaho Public Utilities Commission 472W. Washington P.O. Box 83720 Boise, ID 83720-0074 terri.carlock@puc.idaho. gov Anthony Yankel 29814 Lake Road Bay Village, OH 44140 tony@yankel.net 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 (503) 813-5258 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 hBOIffituF,Hripffit D s,6- u.!g *6hrhttol rs!.n !g,rlg Era(urrtrt rrQE(rdcbadt r,It tsr.r 1A !aa I o o o mbnal ffhdGdtdflA I 0 M Mmdk g reffi.HSn la'l6ffiJmBlrnl a tra-mdffiO-lbttlat rl,rll ffi&Hloms(rxl lffiilm[- n,n{ ftHH16 ru Emhu*t-.04t .A (a td E(lo n* rcd ro r (rrQ ll. t! MEOMGffi 5Orl,aa Ed,OE tatGI 0rar[r] I 0ao a e 0 o 0,!rr!{tt.E t 0 0 E tllI' D.H AD iltt.r!a 77 raE Foc m, t (ltfll tq, tll hhbrffic@t hJAE ta!Irilrtsffi& a 0 0a illttaui ! *il c afl 0 t.[t ur(ttlc ffirilro.r([aQ itt hkbtrt*C.F,bo45a ,aq h r,rdl iEEl D d ra rD!6 HffiCBhil r7,IX Et*.dc6Er.@,0 t.ru ffi a.natx XH@D r T hHd o a IrffiffiAall w bddEffiOarl a a mffiqekbffi(E) frh66 I e ffikht-.ehffiatst ,,s,q u.[rar rrlltar.a 78 r* iilrao, r Il{l ,tr n! hhotffih,hdIB dati-r-6n L I i I I t hfrffiE, b-hf, Wil bhblffih Ed.I'TB o i)o o l0 d I2_I 7t attc roil rc. r (rLo ta tla hk&lffihp &dann{ su t t r-L-bS! I Ia 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 146 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. 147 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. 148 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 149 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 152 B-nrsrnr HITHAwAY Er-ncv FIRST AMENDED INTERCOMPANY MUTUAL ASSISTANCE AGREEMENT BY AND BETWEEN RATE.REGULATED SUBSIDIARIES OF BERKSHIRE HATHAWAY ENERGY COMPANY This First Amended lntercompany Mutual Assistance Agreement ("Agreement") is 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: 153 Y Brnrsnmr llnrnnwnv Er:ncv ARTICLE 1. PROVISION OF MUTUAL ASSISTANCE Upon and subject to the terms of this Agreement, one Party ("Providing Party') may provide mutual assistance to another Party ("Recipient Party'). Availability and provision of mutual assistance shall be 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. 154 Y Brnrsrn: llerxawlv Er:nav 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 155 Y Brnxsrun: lhrrrlmv Ermav 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. 156 Y B:nxsrn: Harnnwav Er-ncv 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 157 Y B:nrsxrn- Hrrrawrv Er-ncv shall not be deemed to create any contractual relation between the subcontractor of any tier and the Parties. ARTICLE 15. NONWAIVER The failure of a Party to insist upon or enforce strict performance of any of the terms of this Agreement or to exercise any rights herein shall not be construed as a waiver or relinquishment to any extent of its right to enforce such terms or rights on any future occasion. ARTICLEl6. SEVERABILITY Any provision of this Agreement prohibited or rendered unenforceable by operation of law shall be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, ARTICLE 17. ENTIRE 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 \hv T{ORIIIBII NATURAI. GAS COilPAIIY Br 8r O8b: - IIORTHERiI TIAIURAL GAS COMAfi Tith: Namo: - 08lsr Narei - Date: _---- Nm:.1:.. L I :h Dale:, l. /,.- PACIFICORP t ,;-c\G [' I, rufr- - m"'\?,CR) A,c,f,f!cf Nam: N,kki Kc6[iha- *n. rrl+lao,s- Nam: Dato: DalB: lla,mr- DEb: _ PACI'EORP BT Illle: - Nm: I{EVADA POWER COTPAI{Y DBA I{V ETIERGY 8EiNA PACTE POER COTPA'IY DBAI'VEXERGY By,By, TiUel Tite: -hmIm\h.v Thb Agrmt hd bBr tut e)@5 tr bdEf 0a tu Pa06 c foaors: XERil RTVER GASIRAIISTSSIOI{ COSAI{Y DAEIClilEEGY COFAXY 8y: Ti{e: - Nffi: Dab: iIEVADA POIIER COXPA]IY D6AIIVEECY Dale: _ nt8: SIERM PACIFIC POYTER COPAiIY DSAIiV EI{ERGY ry_ llto: Nm: Dahr 159 \H tlrrr Thi! AerGwil hB ben ddy erdred ff belEf ot fie Pst6 .s blor6: Nrel Nm: -{^ ***.t** Dale:a^-,-0. tl. 2otS By: PACIFICORP 8y:- Tlt!: lltE: -- Nme: OaL: _OX.: XEVADA POTVER COFAI{Y 00A rv €IERoY SERM PACIFIC POWER CilPAI{Y DBAXYEIGRGY By:By: TilE: Nm: llcllrre\rrr nir &mml he b€s duly smled m b€haI of [E Pat$ as foilffi; XERi. RTVER GAS TNAilSXISSIOI{ COTPANY IIO&IENICAI{ E}IERGY COWAf,Y By:8I Ti0e:Iite: 0ab: Nme:_ Drh: PACTEonP 8t Ti[e: * ilxk t)6le: ]IEVADAPOMR COI?AXY DAA Xv EXEROY SETRA PACFIC PO$ER C*AI{Y 1'BA t{V EI{ERGY By: IOc;Tue: llffi:_Nml DaleiDah: 160 llelm nb A0ffil has bffi duly €x{rbd a bldf d t€ Parila a blor: XERX RII/ER GAS TRAI{SMSSIOT COTPAT{Y IDilEiICIIIBIBGY @FATV By: Tl0r: - llrm:-lEm:_ Dab: }IORI}IERII IIATURAI OAS COIIPAiIY By: - PACIFICORP Nm: IllE: f,Bm<trr- I{EVADA POIER COTPAI{Y OBA t{V EI{ERGY4zz-TT'r ;' By: Iib: osae: n: By: Ti[el SvP aaiE,nie: _S!EJUd.Ehcc!lq@_ tlms: E. Kovh Boh€l Nml E. lGvh B€dd Dab: 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. 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