UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 20162017
or
[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ______ to _______
Commission
File Number
 
Exact name of registrant as specified in its charter;
State or other jurisdiction of incorporation or organization
 
IRS Employer
Identification No.
001-14881 BERKSHIRE HATHAWAY ENERGY COMPANY 94-2213782
  (An Iowa Corporation)  
  666 Grand Avenue, Suite 500  
  Des Moines, Iowa 50309-2580  
  515-242-4300  
     
001-5152001-05152 PACIFICORP 93-0246090
  (An Oregon Corporation)  
  825 N.E. Multnomah Street  
  Portland, Oregon 97232  
  503-813-5645888-221-7070  
     
333-90553 MIDAMERICAN FUNDING, LLC 47-0819200
  (An Iowa Limited Liability Company)  
  666 Grand Avenue, Suite 500  
  Des Moines, Iowa 50309-2580  
  515-242-4300  
     
333-206980333-15387 MIDAMERICAN ENERGY COMPANY 42-1425214
  (An Iowa Corporation)  
  666 Grand Avenue, Suite 500  
  Des Moines, Iowa 50309-2580  
  515-242-4300  
     
000-52378 NEVADA POWER COMPANY 88-0420104
  (A Nevada Corporation)  
  6226 West Sahara Avenue  
  Las Vegas, Nevada 89146  
  702-402-5000  
     
000-00508 SIERRA PACIFIC POWER COMPANY 88-0044418
  (A Nevada Corporation)  
  6100 Neil Road  
  Reno, Nevada 89511  
  775-834-4011  
     
  N/A  
  (Former name or former address, if changed from last report)  


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
RegistrantYesNo
BERKSHIRE HATHAWAY ENERGY COMPANYX 
PACIFICORPX 
MIDAMERICAN FUNDING, LLC X
MIDAMERICAN ENERGY COMPANYX 
NEVADA POWER COMPANYX 
SIERRA PACIFIC POWER COMPANYX 

Indicate by check mark whether the registrants have submitted electronically and posted on their corporate Web sites, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit and post such files). Yes  x  No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer"filer," "smaller reporting company," and "smaller reporting"emerging growth company" in Rule 12b-2 of the Exchange Act.
RegistrantLarge Accelerated FilerAccelerated filerNon-accelerated FilerSmaller Reporting CompanyEmerging Growth Company
BERKSHIRE HATHAWAY ENERGY COMPANY  X 
PACIFICORP  X 
MIDAMERICAN FUNDING, LLC  X 
MIDAMERICAN ENERGY COMPANY  X 
NEVADA POWER COMPANY  X 
SIERRA PACIFIC POWER COMPANY  X 

If an emerging growth company, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o
Indicate by check mark whether the registrants are a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  o  No  x
All shares of outstanding common stock of Berkshire Hathaway Energy Company are privately held by a limited group of investors. As of July 31, 2016, 77,391,1442017, 77,174,325 shares of common stock, no par value, were outstanding.
All shares of outstanding common stock of PacifiCorp are indirectly owned by Berkshire Hathaway Energy Company. As of July 31, 2016,2017, 357,060,915 shares of common stock, no par value, were outstanding.
All of the member's equity of MidAmerican Funding, LLC is held by its parent company, Berkshire Hathaway Energy Company, as of July 31, 2016.2017.
All shares of outstanding common stock of MidAmerican Energy Company are owned by its parent company, MHC Inc., which is a direct, wholly owned subsidiary of MidAmerican Funding, LLC. As of July 31, 2016,2017, 70,980,203 shares of common stock, no par value, were outstanding.
All shares of outstanding common stock of Nevada Power Company are owned by its parent company, NV Energy, Inc., which is an indirect, wholly owned subsidiary of Berkshire Hathaway Energy Company. As of July 31, 2016,2017, 1,000 shares of common stock, $1.00 stated value, were outstanding.
All shares of outstanding common stock of Sierra Pacific Power Company are owned by its parent company, NV Energy, Inc. As of July 31, 2016,2017, 1,000 shares of common stock, $3.75 par value, were outstanding.
This combined Form 10-Q is separately filed by Berkshire Hathaway Energy Company, PacifiCorp, MidAmerican Funding, LLC, MidAmerican Energy Company, Nevada Power Company and Sierra Pacific Power Company. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company makes no representation as to information relating to the other companies.



TABLE OF CONTENTS
 
PART I
 
 
PART II
 
 
 


i



Definition of Abbreviations and Industry Terms

When used in Forward-Looking Statements, Part I - Items 2 through 3, and Part II - Items 1 through 6, the following terms have the definitions indicated.
Berkshire Hathaway Energy Company and Related Entities
BHE Berkshire Hathaway Energy Company
Berkshire Hathaway Energy or the Company Berkshire Hathaway Energy Company and its subsidiaries
PacifiCorp PacifiCorp and its subsidiaries
MidAmerican Funding MidAmerican Funding, LLC and its subsidiaries
MidAmerican Energy MidAmerican Energy Company
NV Energy NV Energy, Inc. and its subsidiaries
Nevada Power Nevada Power Company and its subsidiaries
Sierra Pacific Sierra Pacific Power Company and its subsidiaries
Nevada Utilities Nevada Power Company and Sierra Pacific Power Company
Registrants Berkshire Hathaway Energy Company, PacifiCorp, MidAmerican Funding, MidAmerican Energy, Nevada Power and Sierra Pacific
Subsidiary Registrants PacifiCorp, MidAmerican Funding, MidAmerican Energy, Nevada Power and Sierra Pacific
Northern Powergrid Northern Powergrid Holdings Company
Northern Natural Gas Northern Natural Gas Company
Kern River Kern River Gas Transmission Company
AltaLink BHE Canada Holdings Corporation
ALP AltaLink, L.P.
BHE U.S. Transmission BHE U.S. Transmission, LLC
HomeServices HomeServices of America, Inc. and its subsidiaries
BHE Pipeline Group or Pipeline Companies Consists of Northern Natural Gas and Kern River
BHE Transmission Consists of AltaLink and BHE U.S. Transmission
BHE Renewables Consists of BHE Renewables, LLC and CalEnergy Philippines
Utilities PacifiCorp, MidAmerican Energy Company, Nevada Power Company and Sierra Pacific Power Company
Berkshire Hathaway Berkshire Hathaway Inc.
TopazTopaz Solar Farms LLC
Topaz Project550-megawatt solar project in California
Jumbo RoadJumbo Road Holdings, LLC
Jumbo Road Project300-megawatt wind-powered generating facility in Texas
Solar Star FundingSolar Star Funding, LLC
Solar StarPinyon Pines Projects A combined 586-megawatt solar project168-megawatt and 132-megawatt wind-powered generating facilities in California
   
Certain Industry Terms  
AESO Alberta Electric System Operator
AFUDC Allowance for Funds Used During Construction
AUC Alberta Utilities Commission
CPUC California Public Utilities Commission
GTADth General Tariff ApplicationDecatherms
EPA United States Environmental Protection Agency
FERC Federal Energy Regulatory Commission
GHG Greenhouse Gases

ii



GWh Gigawatt Hours
GTAGeneral Tariff Application
IPUC Idaho Public Utilities Commission
IUB Iowa Utilities Board
kV Kilovolt

ii



MW Megawatts
MWh Megawatt Hours
OPUC Oregon Public Utility Commission
PUCN Public Utilities Commission of Nevada
REC Renewable Energy Credit
RPS Renewable Portfolio Standards
SEC United States Securities and Exchange Commission
SIPState Implementation Plan
UPSC Utah Public Service Commission
WPSC Wyoming Public Service Commission
WUTC Washington Utilities and Transportation Commission

Forward-Looking Statements

This report contains statements that do not directly or exclusively relate to historical facts. These statements are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can typically be identified by the use of forward-looking words, such as "will," "may," "could," "project," "believe," "anticipate," "expect," "estimate," "continue," "intend," "potential," "plan," "forecast" and similar terms. These statements are based upon the relevant Registrant's current intentions, assumptions, expectations and beliefs and are subject to risks, uncertainties and other important factors. Many of these factors are outside the control of each Registrant and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include, among others:
the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement and plan of merger between BHE and Energy Future Holdings Corp., among others, or the failure to consummate the transactions contemplated by the agreement and plan of merger (the "Mergers"), including due to the failure to receive the required regulatory approvals, the taking of governmental action (including the passage of legislation) to block the Mergers or the failure to satisfy other closing conditions;
actions taken or conditions imposed by governmental or other regulatory authorities in connection with the Mergers;
general economic, political and business conditions, as well as changes in, and compliance with, laws and regulations, including income tax reform, initiatives regarding deregulation and restructuring of the utility industry, and reliability and safety standards, affecting the Registrants'respective Registrant's operations or related industries;
changes in, and compliance with, environmental laws, regulations, decisions and policies that could, among other items, increase operating and capital costs, reduce facility output, accelerate facility retirements or delay facility construction or acquisition;
the outcome of regulatory rate casesreviews and other proceedings conducted by regulatory commissionsagencies or other governmental and legal bodies and the Registrants'respective Registrant's ability to recover costs through rates in a timely manner;
changes in economic, industry, competition or weather conditions, as well as demographic trends, new technologies and various conservation, energy efficiency and distributedprivate generation measures and programs, that could affect customer growth and usage, electricity and natural gas supply or the Registrants'respective Registrant's ability to obtain long-term contracts with customers and suppliers;
performance, availability and ongoing operation of the Registrants'respective Registrant's facilities, including facilities not operated by the Registrants, due to the impacts of market conditions, outages and repairs, transmission constraints, weather, including wind, solar and hydroelectric conditions, and operating conditions;
the effects of catastrophic and other unforeseen events, which may be caused by factors beyond the control of each respective Registrant or by a breakdown or failure of the Registrants' operating assets, including storms, floods, fires, earthquakes, explosions, landslides, mining accidents, litigation, wars, terrorism, embargoes, and cyber security attacks, data security breaches, disruptions, or other malicious acts;
a high degree of variance between actual and forecasted load or generation that could impact the Registrants'a Registrant's hedging strategy and the cost of balancing its generation resources with its retail load obligations;
changes in prices, availability and demand for wholesale electricity, coal, natural gas, other fuel sources and fuel transportation that could have a significant impact on generating capacity and energy costs;

iii



the financial condition and creditworthiness of the Registrants'respective Registrant's significant customers and suppliers;
changes in business strategy or development plans;
availability, terms and deployment of capital, including reductions in demand for investment-grade commercial paper, debt securities and other sources of debt financing and volatility in the London Interbank Offered Rate, the base interest rate for the Registrants' credit facilities;rates;
changes in the respective Registrant's respective credit ratings;

iii



risks relating to nuclear generation, including unique operational, closure and decommissioning risks;
hydroelectric conditions and the cost, feasibility and eventual outcome of hydroelectric relicensing proceedings;
the impact of certain contracts used to mitigate or manage volume, price and interest rate risk, including increased collateral requirements, and changes in commodity prices, interest rates and other conditions that affect the fair value of certain contracts;
the impact of inflation on costs and the ability of the respective Registrants to recover such costs in regulated rates;
fluctuations in foreign currency exchange rates, primarily the British pound and the Canadian dollar;
increases in employee healthcare costs;
the impact of investment performance and changes in interest rates, legislation, healthcare cost trends, mortality and morbidity on pension and other postretirement benefits expense and funding requirements;
changes in the residential real estate brokerage and mortgage industries and regulations that could affect brokerage and mortgage transactions;
unanticipated construction delays, changes in costs, receipt of required permits and authorizations, ability to fund capital projects and other factors that could affect future facilities and infrastructure additions;
the availability and price of natural gas in applicable geographic regions and demand for natural gas supply;
the impact of new accounting guidance or changes in current accounting estimates and assumptions on the consolidated financial results of the respective Registrants;
the ability to successfully integrate future acquired operations into itsa Registrant's business;
the effects of catastrophic and other unforeseen events, which may be caused by factors beyond the control of each respective Registrant or by a breakdown or failure of the Registrants' operating assets, including storms, floods, fires, earthquakes, explosions, landslides, mining accidents, litigation, wars, terrorism, and embargoes; and
other business or investment considerations that may be disclosed from time to time in the Registrants' filings with the SEC or in other publicly disseminated written documents.
 
Further details of the potential risks and uncertainties affecting the Registrants are described in the Registrants' filings with the SEC, including Part II, Item 1A and other discussions contained in this Form 10-Q. Each Registrant undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing factors should not be construed as exclusive.


iv



Item 1.Financial Statements
Berkshire Hathaway Energy Company and its subsidiaries  
 
 
 
 
 
 
 
PacifiCorp and its subsidiaries  
 
 
 
 
 
 
MidAmerican Energy Company  
 
 
 
 
 
 
MidAmerican Funding, LLC and its subsidiaries  
 
 
 
 
 
 
Nevada Power Company and its subsidiaries  
 
 
 
 
 
 
Sierra Pacific Power Company and its subsidiaries  
 
 
 
 
 
 




Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
 
 



Berkshire Hathaway Energy Company and its subsidiaries
Consolidated Financial Section





PART I
Item 1.Financial Statements


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Shareholders of
Berkshire Hathaway Energy Company
Des Moines, Iowa

We have reviewed the accompanying consolidated balance sheet of Berkshire Hathaway Energy Company and subsidiaries (the "Company") as of June 30, 20162017, and the related consolidated statements of operations and comprehensive income for the three-month and six-month periods ended June 30, 20162017 and 2015,2016, and of changes in equity and cash flows for the six-month periods ended June 30, 20162017 and 2015.2016. These interim financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Berkshire Hathaway Energy Company and subsidiaries as of December 31, 20152016, and the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 26, 201624, 2017, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 20152016 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.


/s/ Deloitte & Touche LLP


Des Moines, Iowa
August 5, 20164, 2017


BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Amounts in millions)

As ofAs of
June 30, December 31,June 30, December 31,
2016 20152017 2016
ASSETS
Current assets:      
Cash and cash equivalents$778
 $1,108
$827
 $721
Trade receivables, net1,814
 1,785
1,854
 1,751
Income taxes receivable53
 319
230
 
Inventories933
 882
893
 925
Mortgage loans held for sale543
 335
408
 359
Other current assets840
 814
954
 917
Total current assets4,961
 5,243
5,166
 4,673
 
  
 
  
Property, plant and equipment, net61,449
 60,769
63,686
 62,509
Goodwill9,139
 9,076
9,204
 9,010
Regulatory assets4,193
 4,155
4,474
 4,307
Investments and restricted cash and investments3,794
 3,367
4,261
 3,945
Other assets1,071
 1,008
1,018
 996
 
  
 
  
Total assets$84,607
 $83,618
$87,809
 $85,440

The accompanying notes are an integral part of these consolidated financial statements.



BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited) (continued)
(Amounts in millions)

As ofAs of
June 30, December 31,June 30, December 31,
2016 20152017 2016
LIABILITIES AND EQUITY
Current liabilities:      
Accounts payable$1,432
 $1,564
$1,214
 $1,317
Accrued interest464
 469
466
 454
Accrued property, income and other taxes643
 372
376
 389
Accrued employee expenses322
 264
302
 261
Regulatory liabilities396
 402
Short-term debt1,469
 974
2,495
 1,869
Current portion of long-term debt886
 1,148
1,880
 1,006
Other current liabilities929
 896
1,021
 1,017
Total current liabilities6,541
 6,089
7,754
 6,313
 
  
 
  
Regulatory liabilities2,665
 2,631
3,023
 2,933
BHE senior debt7,416
 7,814
6,770
 7,418
BHE junior subordinated debentures1,944
 2,944
494
 944
Subsidiary debt26,635
 26,066
26,904
 26,748
Deferred income taxes13,118
 12,685
14,211
 13,879
Other long-term liabilities2,789
 2,854
2,783
 2,742
Total liabilities61,108
 61,083
61,939
 60,977
 
  
 
  
Commitments and contingencies (Note 12)

 
Commitments and contingencies (Note 11)

 

 
  
 
  
Equity: 
  
 
  
BHE shareholders' equity: 
  
 
  
Common stock - 115 shares authorized, no par value, 77 shares issued and outstanding
 

 
Additional paid-in capital6,404
 6,403
6,362
 6,390
Retained earnings17,932
 16,906
20,467
 19,448
Accumulated other comprehensive loss, net(979) (908)(1,089) (1,511)
Total BHE shareholders' equity23,357
 22,401
25,740
 24,327
Noncontrolling interests142
 134
130
 136
Total equity23,499
 22,535
25,870
 24,463
 
  
 
  
Total liabilities and equity$84,607
 $83,618
$87,809
 $85,440

The accompanying notes are an integral part of these consolidated financial statements.



BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Amounts in millions)

Three-Month Periods Six-Month PeriodsThree-Month Periods Six-Month Periods
Ended June 30, Ended June 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
Operating revenue:              
Energy$3,280
 $3,690
 $6,830
 $7,463
$3,598
 $3,280
 $7,179
 $6,830
Real estate841
 758
 1,332
 1,206
956
 841
 1,541
 1,332
Total operating revenue4,121
 4,448
 8,162
 8,669
4,554
 4,121
 8,720
 8,162
              
Operating costs and expenses:              
Energy:              
Cost of sales970
 1,229
 2,065
 2,583
1,049
 970
 2,168
 2,065
Operating expense909
 935
 1,791
 1,841
950
 909
 1,833
 1,791
Depreciation and amortization640
 604
 1,259
 1,185
660
 640
 1,270
 1,259
Real estate748
 673
 1,240
 1,123
846
 748
 1,429
 1,240
Total operating costs and expenses3,267
 3,441
 6,355
 6,732
3,505
 3,267
 6,700
 6,355
              
Operating income854
 1,007
 1,807
 1,937
1,049
 854
 2,020
 1,807
              
Other income (expense):              
Interest expense(468) (476) (941) (948)(457) (468) (915) (941)
Capitalized interest103
 22
 114
 51
10
 103
 20
 114
Allowance for equity funds115
 30
 130
 61
18
 115
 35
 130
Interest and dividend income27
 26
 54
 52
27
 27
 53
 54
Other, net1
 10
 11
 36
(3) 1
 22
 11
Total other income (expense)(222) (388) (632) (748)(405) (222) (785) (632)
              
Income before income tax expense and equity income632
 619
 1,175
 1,189
644
 632
 1,235
 1,175
Income tax expense121
 82
 195
 205
83
 121
 135
 195
Equity income34
 30
 60
 56
26
 34
 50
 60
Net income545
 567
 1,040
 1,040
587
 545
 1,150
 1,040
Net income attributable to noncontrolling interests9
 9
 14
 13
13
 9
 20
 14
Net income attributable to BHE shareholders$536
 $558
 $1,026
 $1,027
$574
 $536
 $1,130
 $1,026

The accompanying notes are an integral part of these consolidated financial statements.
 


BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(Amounts in millions)

Three-Month Periods Six-Month PeriodsThree-Month Periods Six-Month Periods
Ended June 30, Ended June 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
              
Net income$545
 $567
 $1,040
 $1,040
$587
 $545
 $1,150
 $1,040
              
Other comprehensive (loss) income, net of tax:       
Unrecognized amounts on retirement benefits, net of tax of $13, $(11), $19 and $(3)40
 (28) 62
 (6)
Other comprehensive income, net of tax:       
Unrecognized amounts on retirement benefits, net of tax of $(3), $13, $(4), and $19(4) 40
 1
 62
Foreign currency translation adjustment(272) 263
 (205) (161)221
 (272) 308
 (205)
Unrealized gains on available-for-sale securities, net of tax of $14, $77, $36 and $19038
 116
 71
 282
Unrealized gains (losses) on cash flow hedges, net of tax of $16, $(4), $2 and $(3)24
 (7) 1
 (6)
Total other comprehensive (loss) income, net of tax(170) 344
 (71) 109
Unrealized gains on available-for-sale securities, net of tax of $53, $14, $71 and $3681
 38
 119
 71
Unrealized (losses) gains on cash flow hedges, net of tax of $(2), $16, $(4) and $2(2) 24
 (6) 1
Total other comprehensive income, net of tax296
 (170) 422
 (71)
 
  
  
  
 
  
  
  
Comprehensive income375
 911
 969
 1,149
883
 375
 1,572
 969
Comprehensive income attributable to noncontrolling interests9
 9
 14
 13
13
 9
 20
 14
Comprehensive income attributable to BHE shareholders$366
 $902
 $955
 $1,136
$870
 $366
 $1,552
 $955

The accompanying notes are an integral part of these consolidated financial statements.



BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited)
 (Amounts(Amounts in millions)

BHE Shareholders' Equity    BHE Shareholders' Equity    
        Accumulated            Accumulated    
    Additional   Other        Additional   Other    
Common Paid-in Retained Comprehensive Noncontrolling TotalCommon Paid-in Retained Comprehensive Noncontrolling Total
Shares Stock Capital Earnings Loss, Net Interests EquityShares Stock Capital Earnings Loss, Net Interests Equity
                          
Balance, December 31, 201477
 $
 $6,423
 $14,513
 $(494) $131
 $20,573
Adoption of ASC 853
 
 
 56
 
 11
 67
Net income
 
 
 1,027
 
 8
 1,035
Other comprehensive income
 
 
 
 109
 
 109
Distributions
 
 
 
 
 (10) (10)
Common stock purchases
 
 (3) (33) 
 
 (36)
Balance, June 30, 201577
 $
 $6,420
 $15,563
 $(385) $140
 $21,738
 
  
  
  
  
  
  
Balance, December 31, 201577
 $
 $6,403
 $16,906
 $(908) $134
 $22,535
77
 $
 $6,403
 $16,906
 $(908) $134
 $22,535
Net income
 
 
 1,026
 
 8
 1,034

 
 
 1,026
 
 8
 1,034
Other comprehensive loss
 
 
 
 (71) 
 (71)
 
 
 
 (71) 
 (71)
Distributions
 
 
 
 
 (9) (9)
 
 
 
 
 (9) (9)
Other equity transactions
 
 1
 
 
 9
 10

 
 1
 
 
 9
 10
Balance, June 30, 201677
 $
 $6,404
 $17,932
 $(979) $142
 $23,499
77
 $
 $6,404
 $17,932
 $(979) $142
 $23,499
 
  
  
  
  
  
  
Balance, December 31, 201677
 $
 $6,390
 $19,448
 $(1,511) $136
 $24,463
Net income
 
 
 1,130
 
 9
 1,139
Other comprehensive income
 
 
 
 422
 
 422
Distributions
 
 
 
 
 (12) (12)
Common stock purchases
 
 (1) (18) 
 
 (19)
Common stock exchange
 
 (6) (94) 
 
 (100)
Other equity transactions
 
 (21) 1
 
 (3) (23)
Balance, June 30, 201777
 $
 $6,362
 $20,467
 $(1,089) $130
 $25,870

The accompanying notes are an integral part of these consolidated financial statements.



BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Amounts in millions)

Six-Month PeriodsSix-Month Periods
Ended June 30,Ended June 30,
2016 20152017 2016
Cash flows from operating activities:      
Net income$1,040
 $1,040
$1,150
 $1,040
Adjustments to reconcile net income to net cash flows from operating activities: 
  
 
  
Depreciation and amortization1,274
 1,197
1,292
 1,274
Allowance for equity funds(130) (61)(35) (130)
Equity income, net of distributions(44) (20)(9) (44)
Changes in regulatory assets and liabilities(1) 243
21
 (1)
Deferred income taxes and amortization of investment tax credits291
 390
341
 291
Other, net(72) 13
3
 (72)
Changes in other operating assets and liabilities, net of effects from acquisitions:      
Trade receivables and other assets(252) (418)(73) (252)
Derivative collateral, net23
 5
(13) 23
Pension and other postretirement benefit plans(9) (7)(25) (9)
Accrued property, income and other taxes557
 1,199
(244) 557
Accounts payable and other liabilities94
 (48)20
 94
Net cash flows from operating activities2,771
 3,533
2,428
 2,771
 
  
 
  
Cash flows from investing activities: 
  
 
  
Capital expenditures(2,103) (2,624)(1,813) (2,103)
Acquisitions, net of cash acquired(66) (59)(588) (66)
Decrease in restricted cash and investments9
 20
30
 9
Purchases of available-for-sale securities(55) (102)(122) (55)
Proceeds from sales of available-for-sale securities88
 95
127
 88
Equity method investments(282) (18)(65) (282)
Other, net(46) 43
(6) (46)
Net cash flows from investing activities(2,455) (2,645)(2,437) (2,455)
 
  
 
  
Cash flows from financing activities: 
  
 
  
Repayments of BHE junior subordinated debentures(1,000) (600)
Repayments of BHE senior debt and junior subordinated debentures(950) (1,000)
Common stock purchases
 (36)(19) 
Proceeds from subsidiary debt1,461
 1,238
1,163
 1,461
Repayments of subsidiary debt(1,529) (527)(668) (1,529)
Net proceeds from (repayments of) short-term debt465
 (405)
Net proceeds from short-term debt617
 465
Other, net(39) (43)(31) (39)
Net cash flows from financing activities(642) (373)112
 (642)
 
  
 
  
Effect of exchange rate changes(4) 
3
 (4)
 
  
 
  
Net change in cash and cash equivalents(330) 515
106
 (330)
Cash and cash equivalents at beginning of period1,108
 617
721
 1,108
Cash and cash equivalents at end of period$778
 $1,132
$827
 $778

The accompanying notes are an integral part of these consolidated financial statements.


BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1)
General

Berkshire Hathaway Energy Company ("BHE") is a holding company that owns subsidiariesa highly diversified portfolio of locally-managed businesses principally engaged in the energy businessesindustry (collectively with its subsidiaries, the "Company"). BHE and is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway").

The Company's operations areCompany is organized and managed as eight business segments: PacifiCorp, MidAmerican Funding, LLC ("MidAmerican Funding") (which primarily consists of MidAmerican Energy Company ("MidAmerican Energy")), NV Energy, Inc. ("NV Energy") (which primarily consists of Nevada Power Company ("Nevada Power") and Sierra Pacific Power Company ("Sierra Pacific")), Northern Powergrid Holdings Company ("Northern Powergrid") (which primarily consists of Northern Powergrid (Northeast) Limited and Northern Powergrid (Yorkshire) plc), BHE Pipeline Group (which consists of Northern Natural Gas Company ("Northern Natural Gas") and Kern River Gas Transmission Company ("Kern River")), BHE Transmission (which consists of BHE Canada Holdings Corporation ("AltaLink") (which primarily consists of AltaLink, L.P. ("ALP")) and BHE U.S. Transmission, LLC), BHE Renewables (which primarily consists of BHE Renewables, LLC and CalEnergy Philippines) and HomeServices of America, Inc. (collectively with its subsidiaries, "HomeServices"). The Company, through these locally managed and operated businesses, owns four utility companies in the United States serving customers in 11 states, two electricity distribution companies in Great Britain, two interstate natural gas pipeline companies in the United States, an electric transmission business in Canada, interests in electric transmission businesses in the United States, a renewable energy business primarily selling power generated from solar, wind, geothermal and hydroelectric sources under long-term contracts, the second largest residential real estate brokerage firm in the United States and one of the largest residential real estate brokerage franchise networks in the United States.

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 20162017 and for the three- and six-month periods ended June 30, 20162017 and 20152016. The results of operations for the three- and six-month periods ended June 30, 20162017 are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 20152016 describes the most significant accounting policies used in the preparation of the unaudited Consolidated Financial Statements. There have been no significant changes in the Company's assumptions regarding significant accounting estimates and policies during the six-month period ended June 30, 20162017.

(2)    New Accounting Pronouncements

In February 2016,March 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02,2017-07, which createsamends FASB Accounting Standards Codification ("ASC") Topic 715, "Compensation - Retirement Benefits." The amendments in this guidance require that an employer disaggregate the service cost component from the other components of net benefit cost and report the service cost component in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the statement of operations separately from the service cost component and outside the subtotal of operating income. Additionally, the guidance only allows the service cost component to be eligible for capitalization when applicable. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. This guidance must be adopted retrospectively for the presentation of the service cost component and the other components of net benefit cost in the statement of operations and prospectively for the capitalization of the service cost component in the balance sheet. The Company plans to adopt this guidance effective January 1, 2018 and is currently evaluating the impact on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.



In November 2016, the FASB issued ASU No. 2016-18, which amends FASB ASC Subtopic 230-10, “Statement of Cash Flows - Overall.” The amendments in this guidance require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted, and is required to be adopted retrospectively. The Company plans to adopt this guidance effective January 1, 2018 and is currently evaluating the impact on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.

In August 2016, the FASB issued ASU No. 2016-15, which amends FASB ASC Topic 230, "Statement of Cash Flows." The amendments in this guidance address the classification of eight specific cash flow issues within the statement of cash flows with the objective of reducing the existing diversity in practice. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted, and is required to be adopted retrospectively. The Company plans to adopt this guidance effective January 1, 2018 and does not believe the adoption of this guidance will have a material impact on its Consolidated Financial Statements.

In February 2016, the FASB issued ASU No. 2016-02, which creates FASB ASC Topic 842, "Leases" and supersedes Topic 840 "Leases." This guidance increases transparency and comparability among entities by recording lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous guidance. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted, and is required to be adopted using a modified retrospective approach. The Company plans to adopt this guidance effective January 1, 2019 and is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.



In January 2016, the FASB issued ASU No. 2016-01, which amends FASB ASC Subtopic 825-10, "Financial Instruments - Overall." The amendments in this guidance address certain aspects of recognition, measurement, presentation and disclosure of financial instruments including a requirement that all investments in equity securities that do not qualify for equity method accounting or result in consolidation of the investee be measured at fair value with changes in fair value recognized in net income. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption not permitted, and is required to be adopted prospectively by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements. The material impacts currently identified include recording the unrealized gains and losses on available-for-sale securities in the Consolidated Statements of Operations as opposed to other comprehensive income ("OCI"). For the six-month periods ended June 30, 2017 and 2016, these amounts, net of tax, were $119 million and$71 million, respectively.

In May 2014, the FASB issued ASU No. 2014-09, which creates FASB ASC Topic 606, "Revenue from Contracts with Customers" and supersedes ASC Topic 605, "Revenue Recognition." The guidance replaces industry-specific guidance and establishes a single five-step model to identify and recognize revenue. The core principle of the guidance is that an entity should recognize revenue upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires the entity to disclose further quantitative and qualitative information regarding the nature and amount of revenues arising from contracts with customers, as well as other information about the significant judgments and estimates used in recognizing revenues from contracts with customers. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of ASU No. 2014-09 one year to interim and annual reporting periods beginning after December 15, 2017. During 2016, the FASB issued several ASUs that clarify the implementation guidance for ASU No. 2014-09 but do not change the core principle of the guidance. This guidance may be adopted retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. The Company plans to adopt this guidance effective January 1, 2018 under the modified retrospective method and is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements. The Company currently does not expect the timing and amount of revenue currently recognized to be materially different after adoption of the new guidance as a majority of revenue is recognized when the Company has the right to invoice as it corresponds directly with the value to the customer of the Company’s performance to date. The Company's current plan is to quantitatively disaggregate revenue in the required financial statement footnote by regulated energy, nonregulated energy and real estate, with further disaggregation of regulated energy by jurisdiction and real estate by line of business.


(3)
(3)Business Acquisitions

Oncor Electric Delivery Company LLC

On July 7, 2017, BHE and certain subsidiaries entered into an agreement and plan of merger (the “Merger Agreement”) with Energy Future Holdings Corp. (“EFH Corp.”) and Energy Future Intermediate Holding Company LLC (“EFIH”), which is part of a joint plan of reorganization filed on July 7, 2017 with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) for EFH Corp., EFIH and the EFH/EFIH Debtors (as defined in the Plan of Reorganization). Pursuant to the Merger Agreement, BHE will become the indirect owner of 80.03% of the outstanding equity interests of Oncor Electric Delivery Company LLC (“Oncor”). According to Oncor’s public filings, Oncor is a regulated electricity transmission and distribution company that operates the largest transmission and distribution system in Texas, delivering electricity to more than 3.4 million homes and businesses and operating more than 122,000 miles of transmission and distribution lines. Texas Transmission Investment LLC (“TTI”) owns 19.75% of Oncor’s outstanding membership interests and certain Oncor directors, employees and retirees indirectly beneficially own the remaining 0.22% of Oncor’s outstanding membership interests.

BHE intends to acquire the 19.75% minority interest position in Oncor owned by TTI through either a privately negotiated agreement separate from the Merger Agreement or by exercising contractual rights pursuant to the Investor Rights Agreement. The Investor Rights Agreement is an agreement by and among Oncor, Oncor Electric Delivery Holdings Company LLC, TTI and EFH Corp. that governs the rights and obligations in connection with the minority interest position in Oncor owned by TTI. In the event of a change in control, EFH Corp. may exercise its rights under the Investor Rights Agreement requiring TTI to sell or otherwise transfer its ownership interest to BHE. BHE also intends to acquire the 0.22% minority interest position in Oncor indirectly beneficially owned by certain Oncor directors, employees and retirees through a separate, privately negotiated agreement. These transactions, when combined with the Merger Agreement described above, if completed, would result in Oncor being an indirect, wholly owned subsidiary of BHE.

Pursuant to the Merger Agreement, the consideration funded by BHE for the acquisition of EFH Corp. will be $9.0 billion, which implies an equity value of approximately $11.25 billion for 100% of Oncor. The consideration is expected to be paid in cash, subject to certain terms and conditions set forth in the Merger Agreement. BHE’s primary shareholder has committed to provide the capital to fund the entire purchase price and BHE will fund the $9.0 billion purchase price by issuing common equity to its existing shareholders. Closing of the Merger Agreement is expected in the fourth quarter of 2017.

The Merger Agreement is subject to numerous approvals, rulings and conditions, including those from the Bankruptcy Court, the Public Utility Commission of Texas and the Federal Energy Regulatory Commission (“FERC”), and the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Bankruptcy Court has scheduled August 21, 2017, to hear the motion to approve the Merger Agreement and October 24, 2017, as the start date of the confirmation hearing on the joint plan of reorganization.

Until Bankruptcy Court approval of the Merger Agreement is obtained, its terms are not binding on EFH Corp. or EFIH. BHE, EFH Corp. and EFIH have certain termination rights under the Merger Agreement and, assuming approval of the Merger Agreement by the Bankruptcy Court, EFH Corp. and EFIH may be obligated to pay BHE a termination fee of $270 million under certain circumstances.

Other

The Company completed various acquisitions totaling $588 million, net of cash acquired, for the six-month period ended June 30, 2017. The purchase price for each acquisition was allocated to the assets acquired and liabilities assumed, which related primarily to development and construction costs for the 110-megawatt Alamo 6 solar project, the remaining 25% interest in the Silverhawk natural gas-fueled generation facility at Nevada Power and residential real estate brokerage businesses. There were no other material assets acquired or liabilities assumed.



(4)
Property, Plant and Equipment, Net

Property, plant and equipment, net consists of the following (in millions):
  As of  As of
Depreciable June 30, December 31,Depreciable June 30, December 31,
Life 2016 2015Life 2017 2016
Regulated assets:        
Utility generation, transmission and distribution systems5-80 years $69,955
 $69,248
5-80 years $72,317
 $71,536
Interstate natural gas pipeline assets3-80 years 6,835
 6,755
3-80 years 6,969
 6,942
 76,790
 76,003
 79,286
 78,478
Accumulated depreciation and amortization (22,982) (22,682) (24,029) (23,603)
Regulated assets, net 53,808
 53,321
 55,257
 54,875
  
  
  
  
Nonregulated assets:  
  
  
  
Independent power plants5-30 years 4,923
 4,751
5-30 years 5,880
 5,594
Other assets3-30 years 959
 875
3-30 years 1,164
 1,002
 5,882
 5,626
 7,044
 6,596
Accumulated depreciation and amortization (942) (805) (1,222) (1,060)
Nonregulated assets, net 4,940
 4,821
 5,822
 5,536
  
  
  
  
Net operating assets 58,748
 58,142
 61,079
 60,411
Construction work-in-progress 2,701
 2,627
 2,607
 2,098
Property, plant and equipment, net $61,449
 $60,769
 $63,686
 $62,509

Construction work-in-progress includes $2.2$2.3 billion as of June 30, 20162017 and $2.3$1.8 billion as of December 31, 20152016, related to the construction of regulated assets.



(4)
Regulatory Matters

In November 2014, ALP filed a general tariff application ("GTA") askingDuring the Alberta Utilities Commission ("AUC") to approve revenue requirementsfourth quarter of C$811 million for 20152016, MidAmerican Energy revised its electric and C$1.0 billion for 2016, primarily due to continued investment in capital projects as directed by the Alberta Electric System Operator. ALP amended the GTA in June 2015 to propose additional transmission tariff relief measures for customers and modifications to its capital structure. ALP also amended the GTA in October 2015 resulting in revenue requirements of C$672 million for 2015 and C$704 million for 2016. In May 2016, the AUC issued Decision 3524-D01-2016 pertaining to the 2015-2016 GTA. ALP filed its 2015-2016 GTA compliance filing in July 2016 in response to the AUC's decision pertaining to the 2015-2016 GTA. Following the AUC's assessment of whether the refiling complies with the decision, final transmission tariffgas depreciation rates for the 2015 and 2016 test years will be set, subject to further adjustment through the deferral account reconciliation process.

The compliance filing asks the AUC to approve revenue requirements of C$599 million for 2015 and C$685 million for 2016. The decreased revenue requirements requested in the compliance filing, as compared to the original 2015-2016 GTA filing in November 2014, were based on changesthe results of a new depreciation study, the most significant impact of which was longer estimated useful lives for certain wind-powered generating facilities. The effect of this change was to several key components considered in Decision 3524-D01-2016. Among other things, the AUC approved ALP's proposed immediate tariff relief of C$415reduce depreciation and amortization expense by $34 million for customers for 2015 and 2016, through (i) the discontinuance of construction work-in-progress ("CWIP") in rate base and the return to allowance for funds used during construction ("AFUDC") accounting effective January 1, 2015, resulting in a C$82 million reduction of revenue requirement and the refund of C$277 million previously collected as CWIP in rate base as part of ALP's transmission tariffs during 2011-2014 less related returns of C$12annually, or $8 million and (ii) the continued application of the future income tax method for calculating income taxes for 2015 and a change to the flow through method for calculating income taxes for 2016, resulting in further tariff relief of C$68 million.

In July 2016, ALP also submitted a separate transmission tariff application requesting approval from the AUC to reduce the 2016 interim refundable tariff from C$61 million per month to C$12 million per month, for the period August 1, 2016 to December 31, 2016, in alignment with its compliance filing. The AUC previously approved in December 2015 ALP's request to continue its C$61 million monthly 2015 interim transmission tariff for the 2016 year.

Operating revenue for the three- and six-month periods ended June 30, 2016, included one-time reductions totaling $225 million from the 2015-2016 GTA decision received in May 2016 at ALP. The decision requires ALP to refund $200 million to customers by the end of 2016 through reduced monthly billings for the change from receiving cash during construction for the return on CWIP in rate base to recording allowance for borrowed and equity funds used during construction related to construction expenditures during the 2011 to 2014 time period. This amount is offset in capitalized interest and allowance for equity funds in the Consolidated Statements of Operations. In addition, the decision requires ALP to change to the flow through method of recognizing income tax expense effective January 1, 2016. This change reduced operating revenue by $25$17 million for the three- and six-month periods ended June 30, 2016 with an offsetting impact to income tax expense in2017, based on depreciable plant balances at the Consolidated Statementstime of Operations.the change.




(5)
Investments and Restricted Cash and Investments

Investments and restricted cash and investments consists of the following (in millions):
As ofAs of
June 30, December 31,June 30, December 31,
2016 20152017 2016
Investments:      
BYD Company Limited common stock$1,347
 $1,238
$1,381
 $1,185
Rabbi trusts389
 380
427
 403
Other157
 130
128
 106
Total investments1,893
 1,748
1,936
 1,694
 
  
 
  
Equity method investments:      
BHE Renewables tax equity investments811
 741
Electric Transmission Texas, LLC637
 585
694
 672
BHE Renewables tax equity investments425
 168
Bridger Coal Company200
 190
150
 165
Other148
 160
143
 142
Total equity method investments1,410
 1,103
1,798
 1,720
      
Restricted cash and investments: 
  
 
  
Quad Cities Station nuclear decommissioning trust funds444
 429
485
 460
Solar Star and Topaz Projects63
 95
Other146
 129
238
 282
Total restricted cash and investments653
 653
723
 742
 
  
 
  
Total investments and restricted cash and investments$3,956
 $3,504
$4,457
 $4,156
      
Reflected as:      
Current assets$162
 $137
Other current assets$196
 $211
Noncurrent assets3,794
 3,367
4,261
 3,945
Total investments and restricted cash and investments$3,956
 $3,504
$4,457
 $4,156

Investments

BHE's investment in BYD Company Limited common stock is accounted for as an available-for-sale security with changes in fair value recognized in accumulated other comprehensive income (loss) ("AOCI"). The fair value of BHE's investment in BYD Company Limited common stock reflects a pre-tax unrealized gain of $1.1 billion1,149 million and $1.0 billion953 million as of June 30, 20162017 and December 31, 20152016, respectively.



(6)
Recent Financing Transactions

Long-Term Debt

In July 2017, Northern Powergrid Metering Limited entered into a £200 million secured amortizing corporate facility with a stated maturity of June 2016, BHE repaid at par value$500 million, plus accrued interest, of its junior subordinated debentures due December 2044 and in March 2016, BHE repaid at par value $500 million, plus accrued interest, of its junior subordinated debentures due December 2043.

In June 2016, Marshall Wind Energy, LLC issued2026. The amortizing facility has a $95 million Term Loan due June 2026 with principal payments beginning December 2016. The Term Loan has an underlying variable interest rate based on the London Interbank Offered Rate ("LIBOR") plus a fixed credit spread with a one-time increase duringthat varies based on an agreed-upon schedule. In July 2017, Northern Powergrid Metering Limited received proceeds of £120 million under the termfacility to repay amounts provided by Yorkshire Electricity Group plc which provides internal funds for the continuing smart meter deployment program of the loan. The CompanyNorthern Powergrid Metering Limited. Northern Powergrid Metering Limited has entered into interest rate swaps that fix the underlying interest rate on 100%85% of the outstanding debt.

In May 2016, ALP issued C$350July 2017, Cordova Funding Corporation redeemed the remaining $89 million of its 2.747%8.48% to 9.07% Series 2016-1 Medium-TermA Senior Secured Bonds due December 2019, CE Generation, LLC redeemed the remaining $51 million of its 7.416% Senior Secured Bonds due December 2018, and Salton Sea Funding Corporation redeemed the remaining $20 million of its 7.475% Senior Secured Series F Bonds due November 2018, each at redemption prices determined in accordance with the terms of the respective indentures.

In the first six months of 2017, BHE repaid at par value a total of $550 million, plus accrued interest, of its junior subordinated debentures due December 2044.

In June 2017, BHE issued $100 million of its 5.0% junior subordinated debentures due June 2057 in exchange for 181,819 shares of BHE no par value common stock held by a minority shareholder. The junior subordinated debentures are redeemable at BHE's option at any time from and after June 15, 2037, at par plus accrued and unpaid interest.

In May 2017, Alamo 6, LLC issued $232 million of its 4.17% Senior Secured Notes due May 2026.March 2042. The principal of the notes amortizes beginning March 2018 with a final maturity in March 2042. The net proceeds were used to repay short-term debt.

In May 2016, Sierra Pacific issued $205 millionfund the repayment or reimbursement of its variable-rate tax-exempt Revenue Bonds due 2029-2036 and $139 million of its 1.25%-3.00% Revenue Bonds due 2029-2036. Sierra Pacific also purchased $125 million ofamounts provided by BHE for the variable-rate tax-exempt Revenue Bonds due 2029-2036 on their date of issuance to hold for its own account and potential remarketingcosts related to the public atdevelopment, construction and financing of a future date. To provide collateral security for its obligations, Sierra Pacific issued its General and Refunding Securities, Series V, Nos. V-1, V-2 and V-3,110-megawatt solar project in the collective amount of $344 million. The collective proceeds from the tax-exempt bond issuances were used in April and May 2016 to refund at par value, plus accrued interest, $349 million of tax-exempt Revenue Bonds due 2029-2036 previously issued on behalf of Sierra Pacific.Texas.

In April 2016, Sierra Pacific issued $4002017, Kern River redeemed the remaining $175 million of its 2.60% General and Refunding Securities, Series U,4.893% Senior Notes due April 2018 at a redemption price determined in accordance with the terms of the indenture.

In February 2017, MidAmerican Energy issued $375 million of its 3.10% First Mortgage Bonds due May 2026. The2027 and $475 million of its 3.95% First Mortgage Bonds due August 2047. An amount equal to the net proceeds was used to finance capital expenditures, disbursed during the period from February 2, 2016 to February 1, 2017, with respect to investments in MidAmerican Energy's 551-megawatt Wind X and 2,000-megawatt Wind XI projects, which were used, togetherpreviously financed with cash on hand, to pay at maturity the $450MidAmerican Energy's general funds.

In February 2017, MidAmerican Energy redeemed in full through optional redemption its $250 million principal amount of 6.00% General and Refunding Securities, Series M, in May 2016.5.95% Senior Notes due July 2017.

Credit Facilities

In June 2016,2017, BHE replacedextended, with lender consent, the maturity date to June 2020 for its $1.4 billion and $600 million unsecured revolving credit facilities, which had been set to expire in June 2017, with a $2.0 billion unsecured credit facility and PacifiCorp extended, with lender consent, the maturity date to June 2020 for its $400 million unsecured credit facility, each by exercising the first of two available one-year extensions.

In June 2017, PacifiCorp terminated its $600 million unsecured credit facility expiring March 2018 and entered into a stated maturity of$600 million unsecured credit facility expiring June 2019 and2020 with two one-year extension options subject to banklender consent. The newcredit facility, which supports PacifiCorp's commercial paper program and certain series of its tax-exempt bond obligations and provides for the issuance of letters of credit, has a variable interest rate based on the Eurodollar rate or a base rate, at PacifiCorp's option, plus a spread that varies based on PacifiCorp's credit ratings for its senior unsecured long-term debt securities. The credit facility requires PacifiCorp's ratio of consolidated debt, including current maturities, to total capitalization not exceed 0.65 to 1.0 as of the last day of each quarter.



In June 2017, MidAmerican Energy terminated its $600 million unsecured credit facility expiring March 2018 and entered into a $900 million unsecured credit facility expiring June 2020 with two one-year extension options subject to lender consent. The credit facility, which supports MidAmerican Energy's commercial paper program and its variable-rate tax-exempt bond obligations and provides for the issuance of letters of credit, has a variable interest rate based on the Eurodollar rate or a base rate, at MidAmerican Energy's option, plus a spread that varies based on MidAmerican Energy's credit ratings for senior unsecured long-term debt securities. The credit facility requires MidAmerican Energy's ratio of consolidated debt, including current maturities, to total capitalization not exceed 0.65 to 1.0 as of the last day of each quarter.

In June 2017, Nevada Power amended its $400 million secured credit facility, extending the maturity date to June 2020 with two one-year extension options subject to lender consent. The amended credit facility, which is for general corporate purposes and provides for the issuance of letters of credit, has a variable interest rate based on the Eurodollar rate or a base rate, at Nevada Power's option, plus a spread that varies based on Nevada Power's credit ratings for its senior secured long-term debt securities. The amended credit facility requires Nevada Power's ratio of consolidated debt, including current maturities, to total capitalization not to exceed 0.65 to 1.0 as of the last day of each quarter.

In June 2017, Sierra Pacific amended its $250 million secured credit facility, extending the maturity date to June 2020 with two one-year extension options subject to lender consent. The amended credit facility, which is for general corporate purposes and provides for the issuance of letters of credit, has a variable interest rate based on the Eurodollar rate or a base rate, at Sierra Pacific's option, plus a spread that varies based on Sierra Pacific's credit ratings for its senior secured long-term debt securities. The amended credit facility requires Sierra Pacific's ratio of consolidated debt, including current maturities, to total capitalization not exceed 0.65 to 1.0 as of the last day of each quarter.

In May 2017, BHE entered into a $1.0 billion unsecured credit facility expiring May 2018. The credit facility, which is for general corporate purposes and also supports BHE's commercial paper program and provides for the issuance of letters of credit, has a variable interest rate based on the LIBOREurodollar rate or a base rate, at BHE's option, plus a spread that varies based on BHE's credit ratings for its senior unsecured long-term debt credit ratings.securities. The credit facility requires that BHE's ratio of consolidated debt, including current maturities, to total capitalization not exceed 0.70 to 1.0 as of the last day of each quarter.

In June 2016, PacifiCorp replaced its $600 million unsecured revolving credit facility, which had been set to expire in June 2017, with a $400 million unsecured credit facility with a stated maturity of June 2019 and two one-year extension options subject to bank consent. The new credit facility, which supports PacifiCorp's commercial paper program, certain series of its tax-exempt bond obligations and provides for the issuance of letters of credit, has a variable interest rate based on the LIBOR or a base rate, at PacifiCorp's option, plus a spread that varies based on PacifiCorp's credit ratings for its senior unsecured long-term debt securities. The credit facility requires that PacifiCorp's ratio of consolidated debt, including current maturities, to total capitalization not exceed 0.65 to 1.0 as of the last day of each quarter. As of June 30, 2016, PacifiCorp had no borrowings outstanding or letters of credit issued under this credit facility.

In March 2016, Solar Star Funding, LLC amended its $320 million letter of credit facility reducing the amount available to $301 million and extending the maturity date to March 2026. As of June 30, 2016, Solar Star Funding, LLC had $284 million of letters of credit issued under this facility.



(7)
Income Taxes

A reconciliation of the federal statutory income tax rate to the effective income tax rate applicable to income before income tax expense is as follows:
Three-Month Periods Six-Month PeriodsThree-Month Periods Six-Month Periods
Ended June 30, Ended June 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
              
Federal statutory income tax rate35 % 35 % 35 % 35 %35 % 35 % 35 % 35 %
Income tax credits(12) (13) (13) (12)(19) (12) (17) (13)
State income tax, net of federal income tax benefit1
 1
 (1) 1
1
 1
 (2) (1)
Income tax effect of foreign income(6) (8) (5) (6)(5) (6) (5) (5)
Equity income2
 2
 2
 2
1
 2
 1
 2
Other, net(1) (4) (1)
(3)
 (1) (1)
(1)
Effective income tax rate19 % 13 % 17 % 17 %13 % 19 % 11 % 17 %

Income tax credits relate primarily to production tax credits from wind-powered generating facilities owned by MidAmerican Energy, PacifiCorp and BHE Renewables. Federal renewable electricity production tax credits are earned as energy from qualifying wind-powered generating facilities is produced and sold and are based on a per-kilowatt hour rate pursuant to the applicable federal income tax law. Wind-powered generating facilities are eligible for the credits for 10 years from the date the qualifying generating facilities are placed in-service.

Berkshire Hathaway includes the Company in its United States federal income tax return. For the six-month periodsperiod ended June 30,20162017 and 2015,the Company made net cash payments for income taxes to Berkshire Hathaway totaling $24 million. For the six-month period ended June 30, 2016, the Company received net cash payments for income taxes from Berkshire Hathaway totaling $658 million and $1.4 billion, respectively.million.



(8)
Employee Benefit Plans

Domestic Operations

Net periodic benefit cost for the domestic pension and other postretirement benefit plans included the following components (in millions):

Three-Month Periods Six-Month PeriodsThree-Month Periods Six-Month Periods
Ended June 30, Ended June 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
Pension:              
Service cost$7
 $8
 $15
 $16
$6
 $7
 $12
 $15
Interest cost32
 31
 63
 61
29
 32
 58
 63
Expected return on plan assets(41) (43) (81) (85)(40) (41) (80) (81)
Net amortization13
 15
 24
 28
8
 13
 15
 24
Net periodic benefit cost$11
 $11
 $21
 $20
$3
 $11
 $5
 $21
              
Other postretirement:              
Service cost$2
 $2
 $5
 $6
$2
 $2
 $4
 $5
Interest cost8
 9
 16
 16
8
 8
 14
 16
Expected return on plan assets(10) (11) (21) (23)(11) (10) (21) (21)
Net amortization(4) (3) (7) (6)(4) (4) (7) (7)
Net periodic benefit credit$(4) $(3) $(7) $(7)$(5) $(4) $(10) $(7)

Employer contributions to the domestic pension and other postretirement benefit plans are expected to be $3415 million and $15 million, respectively, during 20162017. As of June 30, 20162017, $67 million and $-$4 million of contributions had been made to the domestic pension and other postretirement benefit plans, respectively.


Foreign Operations

Net periodic benefit cost for the United Kingdom pension plan included the following components (in millions):

Three-Month Periods Six-Month PeriodsThree-Month Periods Six-Month Periods
Ended June 30, Ended June 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
              
Service cost$6
 $6
 $11
 $12
$7
 $6
 $13
 $11
Interest cost19
 20
 38
 40
15
 19
 29
 38
Expected return on plan assets(29) (29) (58) (58)(25) (29) (49) (58)
Net amortization11
 16
 23
 32
16
 11
 33
 23
Net periodic benefit cost$7
 $13
 $14
 $26
$13
 $7
 $26
 $14

Employer contributions to the United Kingdom pension plan are expected to be £4139 million during 20162017. As of June 30, 20162017, £2220 million, or $3125 million, of contributions had been made to the United Kingdom pension plan.

(9)    Asset Retirement Obligation

MidAmerican Energy estimates its asset retirement obligation ("ARO") liabilities based upon detailed engineering calculations of the amount and timing of the future cash spending for a third party to perform the required work. Spending estimates are escalated for inflation and then discounted at a credit-adjusted, risk-free rate. Changes in estimates could occur for a number of reasons, including changes in laws and regulations, plan revisions, inflation and changes in the amount and timing of the expected work. During the three-month period ended June 30, 2016, MidAmerican Energy recorded an increase of $69 million to its ARO liability for the decommissioning of Quad Cities Generating Station Units 1 and 2 as a result of an updated decommissioning study reflecting changes in the estimated amount and timing of cash flow.


(10)9)
Risk Management and Hedging Activities

The Company is exposed to the impact of market fluctuations in commodity prices, interest rates and foreign currency exchange rates. The Company is principally exposed to electricity, natural gas, coal and fuel oil commodity price risk primarily through BHE's ownership of PacifiCorp, MidAmerican Energy Company, Nevada Power Company and Sierra Pacific Power Company (the "Utilities") as they have an obligation to serve retail customer load in their regulated service territories. The Company also provides nonregulated retail electricity and natural gas services in competitive markets. The Utilities' load and generating facilities represent substantial underlying commodity positions. Exposures to commodity prices consist mainly of variations in the price of fuel required to generate electricity, wholesale electricity that is purchased and sold, and natural gas supply for retail customers. 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. Interest rate risk exists on variable-rate debt, future debt issuances and mortgage commitments. Additionally, the Company is exposed to foreign currency exchange rate risk from its business operations and investments in Great Britain and Canada. The Company does not engage in a material amount of proprietary trading activities.

Each of the Company's business platforms has established a risk management process that is designed to identify, assess, manage, mitigate, monitor and report each of the various types of risk involved in its business. To mitigate a portion of its commodity price risk, the Company uses commodity derivative contracts, which may include forwards, futures, options, swaps and other agreements, to effectively secure future supply or sell future production generally at fixed prices. The Company manages its interest rate risk by limiting its exposure to variable interest rates primarily through the issuance of fixed-rate long-term debt and by monitoring market changes in interest rates. Additionally, the Company may from time to time enter into interest rate derivative contracts, such as interest rate swaps or locks, forward sale commitments, or mortgage interest rate lock commitments, to mitigate the Company's exposure to interest rate risk. The Company does not hedge all of its commodity price, interest rate and foreign currency exchange rate risks, thereby exposing the unhedged portion to changes in market prices.

There have been no significant changes in the Company's accounting policies related to derivatives. Refer to Note 1110 for additional information on derivative contracts.

The following table, which reflects master netting arrangements and excludes contracts that have been designated as normal under the normal purchases or normal sales exception afforded by GAAP, summarizes the fair value of the Company's derivative contracts, on a gross basis, and reconciles those amounts to the amounts presented on a net basis on the Consolidated Balance Sheets (in millions):
Other   Other Other  Other   Other Other  
Current Other Current Long-term  Current Other Current Long-term  
Assets Assets Liabilities Liabilities TotalAssets Assets Liabilities Liabilities Total
As of June 30, 2016         
As of June 30, 2017         
Not designated as hedging contracts:                  
Commodity assets(1)
$24
 $75
 $14
 $1
 $114
$22
 $88
 $5
 $1
 $116
Commodity liabilities(1)
(4) (1) (72) (156) (233)(4) (1) (55) (139) (199)
Interest rate assets14
 
 
 
 14
12
 
 
 
 12
Interest rate liabilities
 
 (11) (15) (26)
 
 (4) (7) (11)
Total34
 74
 (69) (170) (131)30
 87
 (54) (145) (82)
 
  
  
  
   
  
  
  
  
Designated as hedging contracts: 
  
  
  
   
  
  
  
  
Commodity assets1
 
 3
 3
 7

 
 2
 6
 8
Commodity liabilities
 
 (21) (11) (32)
 
 (13) (16) (29)
Interest rate assets
 
 
 
 

 6
 
 
 6
Interest rate liabilities
 
 (5) (10) (15)
 
 (2) (1) (3)
Total1
 
 (23) (18) (40)
 6
 (13) (11) (18)
 
  
  
  
   
  
  
  
  
Total derivatives35
 74
 (92) (188) (171)30
 93
 (67) (156) (100)
Cash collateral receivable
 
 23
 58
 81

 
 20
 64
 84
Total derivatives - net basis$35
 $74
 $(69) $(130) $(90)$30
 $93
 $(47) $(92) $(16)
 


Other   Other Other  Other   Other Other  
Current Other Current Long-term  Current Other Current Long-term  
Assets Assets Liabilities Liabilities TotalAssets Assets Liabilities Liabilities Total
As of December 31, 2015         
As of December 31, 2016         
Not designated as hedging contracts:                  
Commodity assets(1)
$25
 $72
 $7
 $2
 $106
$42
 $86
 $5
 $2
 $135
Commodity liabilities(1)
(4) 
 (113) (175) (292)(10) 
 (46) (150) (206)
Interest rate assets7
 
 
 
 7
15
 
 
 
 15
Interest rate liabilities
 
 (3) (6) (9)
 
 (4) (6) (10)
Total28
 72
 (109) (179) (188)47
 86
 (45) (154) (66)
                  
Designated as hedging contracts:                  
Commodity assets
 
 1
 2
 3
1
 
 2
 3
 6
Commodity liabilities
 
 (33) (17) (50)
 
 (14) (8) (22)
Interest rate assets
 3
 
 
 3

 8
 
 
 8
Interest rate liabilities
 
 (4) (1) (5)
 
 (3) 
 (3)
Total
 3
 (36) (16) (49)1
 8
 (15) (5) (11)
                  
Total derivatives28
 75
 (145) (195) (237)48
 94
 (60) (159) (77)
Cash collateral receivable
 
 40
 63
 103

 
 13
 61
 74
Total derivatives - net basis$28
 $75
 $(105) $(132) $(134)$48
 $94
 $(47) $(98) $(3)
 
(1)
The Company's commodity derivatives not designated as hedging contracts are generally included in regulated rates, and as of June 30, 20162017 and December 31, 20152016, a net regulatory asset of $185162 million and $250148 million, respectively, was recorded related to the net derivative liability of $11983 million and $18671 million, respectively. The difference between the net regulatory asset and the net derivative liability relates primarily to a power purchase agreement derivative at BHE Renewables.

Not Designated as Hedging Contracts

The following table reconciles the beginning and ending balances of the Company's net regulatory assets and summarizes the pre-tax gains and losses on commodity derivative contracts recognized in net regulatory assets, as well as amounts reclassified to earnings (in millions):
Three-Month Periods Six-Month PeriodsThree-Month Periods Six-Month Periods
Ended June 30, Ended June 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
              
Beginning balance$253
 $255
 $250
 $223
$180
 $253
 $148
 $250
Changes in fair value recognized in net regulatory assets(49) (3) (13) 57

 (49) 33
 (13)
Net (losses) gains reclassified to operating revenue(3) (2) (3) 7
Net gains (losses) reclassified to operating revenue1
 (3) 14
 (3)
Net losses reclassified to cost of sales(16) (17) (49) (54)(19) (16) (33) (49)
Ending balance$185
 $233
 $185
 $233
$162
 $185
 $162
 $185



Designated as Hedging Contracts

The Company uses commodity derivative contracts accounted for as cash flow hedges to hedge electricity and natural gas commodity prices for delivery to nonregulated customers, spring operational sales, natural gas storage and other transactions. Certain commodity derivative contracts have settled and the fair value at the date of settlement remains in AOCI and is recognized in earnings when the forecasted transactions impact earnings. The following table reconciles the beginning and ending balances of the Company's accumulated other comprehensive (income) loss (pre-tax) and summarizes pre-tax gains and losses on commodity derivative contracts designated and qualifying as cash flow hedges recognized in other comprehensive income ("OCI"),OCI, as well as amounts reclassified to earnings (in millions):
Three-Month Periods Six-Month PeriodsThree-Month Periods Six-Month Periods
Ended June 30, Ended June 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
              
Beginning balance$72
 $27
 $46
 $32
$23
 $72
 $16
 $46
Changes in fair value recognized in OCI(28) 25
 20
 17
7
 (28) 23
 20
Net gains reclassified to operating revenue
 2
 
 3
Net losses reclassified to cost of sales(18) (16) (40) (14)(9) (18) (18) (40)
Ending balance$26
 $38
 $26
 $38
$21
 $26
 $21
 $26
  
Realized gains and losses on hedges and hedge ineffectiveness are recognized in income as operating revenue, cost of sales, operating expense or interest expense depending upon the nature of the item being hedged. For the three- and six-month periods ended June 30, 20162017 and 20152016, hedge ineffectiveness was insignificant. As of June 30, 20162017, the Company had cash flow hedges with expiration dates extending through June 2026 and $2213 million of pre-tax unrealized losses are forecasted to be reclassified from AOCI into earnings over the next twelve months as contracts settle.
 
Derivative Contract Volumes

The following table summarizes the net notional amounts of outstanding derivative contracts with fixed price terms that comprise the mark-to-market values as of (in millions):
Unit of June 30, December 31,
Unit of June 30, December 31,Measure 2017 2016
Measure 2016 2015    
Electricity purchasesMegawatt hours 7
 10
Megawatt hours 11
 5
Natural gas purchasesDecatherms 311
 317
Decatherms 279
 271
Fuel purchasesGallons 6
 11
Gallons 5
 11
Interest rate swapsUS$ 730
 653
US$ 694
 714
Mortgage sale commitments, netUS$ (464) (312)US$ (348) (309)

Credit Risk

The Utilities are exposed to counterparty credit risk associated with wholesale energy supply and marketing activities with other utilities, energy marketing companies, financial institutions and other market participants. Credit risk may be concentrated to the extent the Utilities' counterparties have similar economic, industry or other characteristics and due to direct or indirect relationships among the counterparties. Before entering into a transaction, the Utilities analyze the financial condition of each significant wholesale counterparty, establish limits on the amount of unsecured credit to be extended to each counterparty and evaluate the appropriateness of unsecured credit limits on an ongoing basis. To further mitigate wholesale counterparty credit risk, the Utilities enter into netting and collateral arrangements that may include margining and cross-product netting agreements and obtain third-party guarantees, letters of credit and cash deposits. If required, the Utilities exercise rights under these arrangements, including calling on the counterparty's credit support arrangement.



Collateral and Contingent Features

In accordance with industry practice, certain wholesale derivative contracts contain credit support provisions that in part base certain collateral requirements on credit ratings for senior unsecured debt as reported by one or more of the three recognized credit rating agencies. These derivative contracts may either specifically provide bilateral rights to demand cash or other security if credit exposures on a net basis exceed specified rating-dependent threshold levels ("credit-risk-related contingent features") or provide the right for counterparties to demand "adequate assurance," or in some cases terminate the contract, in the event of a material adverse change in creditworthiness. These rights can vary by contract and by counterparty. As of June 30, 20162017, the applicable credit ratings from the three recognized credit rating agencies were investment grade.

The aggregate fair value of the Company's derivative contracts in liability positions with specific credit-risk-related contingent features totaled $219194 million and $288190 million as of June 30, 20162017 and December 31, 20152016, respectively, for which the Company had posted collateral of $68$73 million and $7569 million, respectively, in the form of cash deposits. If all credit-risk-related contingent features for derivative contracts in liability positions had been triggered as of June 30, 20162017 and December 31, 20152016, the Company would have been required to post $131112 million and $198110 million, respectively, of additional collateral. The Company's collateral requirements could fluctuate considerably due to market price volatility, changes in credit ratings, changes in legislation or regulation, or other factors.

(1110)
Fair Value Measurements

The carrying value of the Company's cash, certain cash equivalents, receivables, payables, accrued liabilities and short-term borrowings approximates fair value because of the short-term maturity of these instruments. The Company has various financial assets and liabilities that are measured at fair value on the Consolidated Financial Statements using inputs from the three levels of the fair value hierarchy. A financial asset or liability classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are as follows:

Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 — Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 — Unobservable inputs reflect the Company's judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. The Company develops these inputs based on the best information available, including its own data.



The following table presents the Company's financial assets and liabilities recognized on the Consolidated Balance Sheets and measured at fair value on a recurring basis (in millions):
 Input Levels for Fair Value Measurements     Input Levels for Fair Value Measurements    
 Level 1 Level 2 Level 3 
Other(1)
 Total Level 1 Level 2 Level 3 
Other(1)
 Total
As of June 30, 2016          
As of June 30, 2017          
Assets:                    
Commodity derivatives $2
 $38
 $81
 $(26) $95
 $2
 $26
 $96
 $(19) $105
Interest rate derivatives 
 
 14
 
 14
 
 8
 10
 
 18
Mortgage loans held for sale 
 510
 
 
 510
 
 408
 
 
 408
Money market mutual funds(2)
 527
 
 
 
 527
 773
 
 
 
 773
Debt securities:                    
United States government obligations 147
 
 
 
 147
 161
 
 
 
 161
International government obligations 
 2
 
 
 2
 
 4
 
 
 4
Corporate obligations 
 35
 
 
 35
 
 36
 
 
 36
Municipal obligations 
 1
 
 
 1
 
 2
 
 
 2
Agency, asset and mortgage-backed obligations 
 3
 
 
 3
 
 1
 
 
 1
Auction rate securities 
 
 18
 
 18
Equity securities:                    
United States companies 247
 
 
 
 247
 270
 
 
 
 270
International companies 1,354
 
 
 
 1,354
 1,388
 
 
 
 1,388
Investment funds 167
 
 
 
 167
 175
 
 
 
 175
 $2,444

$589

$113

$(26) $3,120
 $2,769

$485

$106

$(19) $3,341
Liabilities:  
  
  
  
  
  
  
  
  
  
Commodity derivatives $(4)
$(224)
$(37)
$107
 $(158) $(2)
$(211)
$(15)
$103
 $(125)
Interest rate derivatives (1) (40) 
 
 (41) 
 (12) (2) 
 (14)
 $(5) $(264) $(37) $107
 $(199) $(2) $(223) $(17) $103
 $(139)
 
As of December 31, 2015          
As of December 31, 2016          
Assets:                    
Commodity derivatives $
 $16
 $93
 $(16) $93
 $5
 $49
 $87
 $(22) $119
Interest rate derivatives 
 5
 5
 
 10
 
 16
 7
 
 23
Mortgage loans held for sale 
 327
 
 
 327
 
 359
 
 
 359
Money market mutual funds(2)
 421
 
 
 
 421
 586
 
 
 
 586
Debt securities:                    
United States government obligations 133
 
 
 
 133
 161
 
 
 
 161
International government obligations 
 2
 
 
 2
 
 3
 
 
 3
Corporate obligations 
 39
 
 
 39
 
 36
 
 
 36
Municipal obligations 
 1
 
 
 1
 
 2
 
 
 2
Agency, asset and mortgage-backed obligations 
 3
 
 
 3
 
 2
 
 
 2
Auction rate securities 
 
 44
 
 44
Equity securities:                    
United States companies 239
 
 
 
 239
 250
 
 
 
 250
International companies 1,244
 
 
 
 1,244
 1,190
 
 
 
 1,190
Investment funds 136
 
 
 
 136
 147
 
 
 
 147
 $2,173
 $393
 $142
 $(16) $2,692
 $2,339
 $467
 $94
 $(22) $2,878
Liabilities:                    
Commodity derivatives $(13) $(283) $(46) $119
 $(223) $(2) $(199) $(27) $96
 $(132)
Interest rate derivatives 
 (13) (1) 
 (14) (1) (11) (1) 
 (13)
 $(13) $(296) $(47) $119
 $(237) $(3) $(210) $(28) $96
 $(145)



(1)
Represents netting under master netting arrangements and a net cash collateral receivable of $8184 million and $10374 million as of June 30, 20162017 and December 31, 20152016, respectively.
(2)
Amounts are included in cash and cash equivalents; other current assets; and noncurrent investments and restricted cash and investments on the Consolidated Balance Sheets. The fair value of these money market mutual funds approximates cost.

Derivative contracts are recorded on the Consolidated Balance Sheets as either assets or liabilities and are stated at estimated fair value unless they are designated as normal purchases or normal sales and qualify for the exception afforded by GAAP. When available, the fair value of derivative contracts is estimated using unadjusted quoted prices for identical contracts in the market in which the Company transacts. When quoted prices for identical contracts are not available, the Company uses forward price curves. Forward price curves represent the Company's estimates of the prices at which a buyer or seller could contract today for delivery or settlement at future dates. The Company bases its forward price curves upon market price quotations, when available, or internally developed and commercial models, with internal and external fundamental data inputs. Market price quotations are obtained from independent brokers, exchanges, direct communication with market participants and actual transactions executed by the Company. Market price quotations are generally readily obtainable for the applicable term of the Company's outstanding derivative contracts; therefore, the Company's forward price curves reflect observable market quotes. Market price quotations for certain electricity and natural gas trading hubs are not as readily obtainable due to the length of the contract. Given that limited market data exists for these contracts, as well as for those contracts that are not actively traded, the Company uses forward price curves derived from internal models based on perceived pricing relationships to major trading hubs that are based on unobservable inputs. The estimated fair value of these derivative contracts is a function of underlying forward commodity prices, interest rates, currency rates, related volatility, counterparty creditworthiness and duration of contracts. Refer to Note 109 for further discussion regarding the Company's risk management and hedging activities.

The Company's mortgage loans held for sale are valued based on independent quoted market prices, where available, or the prices of other mortgage whole loans with similar characteristics. As necessary, these prices are adjusted for typical securitization activities, including servicing value, portfolio composition, market conditions and liquidity.

The Company's investments in money market mutual funds and debt and equity securities are stated at fair value and are primarily accounted for as available-for-sale securities. When available, a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value. In the absence of a quoted market price or net asset value of an identical security, the fair value is determined using pricing models or net asset values based on observable market inputs and quoted market prices of securities with similar characteristics. The fair value of the Company's investments in auction rate securities, where there is no current liquid market, is determined using pricing models based on available observable market data and the Company's judgment about the assumptions, including liquidity and nonperformance risks, which market participants would use when pricing the asset.

The following table reconciles the beginning and ending balances of the Company's assets and liabilities measured at fair value on a recurring basis using significant Level 3 inputs (in millions):
Three-Month Periods Six-Month PeriodsThree-Month Periods Six-Month Periods
Ended June 30, Ended June 30,Ended June 30, Ended June 30,
  Interest Auction   Interest Auction�� Interest Auction   Interest Auction
Commodity Rate Rate Commodity Rate RateCommodity Rate Rate Commodity Rate Rate
Derivatives Derivatives Securities Derivatives Derivatives SecuritiesDerivatives Derivatives Securities Derivatives Derivatives Securities
2016:           
2017:           
Beginning balance$58
 $11
 $26
 $47
 $4
 $44
$72
 $9
 $
 $60
 $6
 $
Changes included in earnings(20) 29
 
 (1) 54
 

 39
 
 12
 66
 
Changes in fair value recognized in OCI6
 
 2
 
 
 6

 
 
 (2) 
 
Changes in fair value recognized in net regulatory assets(5) 
 
 (11) 
 
(3) 
 
 (2) 
 
Redemptions
 
 (10) 
 
 (32)
Purchases1
 
 
 1
 (2) 
Settlements5
 (26) 
 9
 (44) 
11
 (40) 
 12
 (62) 
Ending balance$44
 $14
 $18
 $44
 $14
 $18
$81
 $8
 $
 $81
 $8
 $



Three-Month Periods Six-Month PeriodsThree-Month Periods Six-Month Periods
Ended June 30, Ended June 30,Ended June 30, Ended June 30,
  Interest Auction   Interest Auction  Interest Auction   Interest Auction
Commodity Rate Rate Commodity Rate RateCommodity Rate Rate Commodity Rate Rate
Derivatives Derivatives Securities Derivatives Derivatives SecuritiesDerivatives Derivatives Securities Derivatives Derivatives Securities
2015:           
2016:           
Beginning balance$49
 $8
 $44
 $51
 $
 $45
$58
 $11
 $26
 $47
 $4
 $44
Changes included in earnings3
 24
 
 11
 45
 
(20) 29
 
 (1) 54
 
Changes in fair value recognized in OCI(4) 
 1
 (3) 
 
6
 
 2
 
 
 6
Changes in fair value recognized in net regulatory assets(14) 
 
 (17) 
 
(5) 
 
 (11) 
 
Purchases1
 
 
 1
 
 
Redemptions
 
 (10) 
 
 (32)
Settlements(1) (27) 
 (9) (43) 
5
 (26) 
 9
 (44) 
Transfers from Level 2
 
 
 
 3
 
Ending balance$34
 $5
 $45
 $34
 $5
 $45
$44
 $14
 $18
 $44
 $14
 $18

The Company's long-term debt is carried at cost on the Consolidated Balance Sheets. The fair value of the Company's long-term debt is a Level 2 fair value measurement and has been estimated based upon quoted market prices, where available, or at the present value of future cash flows discounted at rates consistent with comparable maturities with similar credit risks. The carrying value of the Company's variable-rate long-term debt approximates fair value because of the frequent repricing of these instruments at market rates. The following table presents the carrying value and estimated fair value of the Company's long-term debt (in millions):
 As of June 30, 2016 As of December 31, 2015
 Carrying Fair Carrying Fair
 Value Value Value Value
        
Long-term debt$36,881
 $43,660
 $37,972
 $41,785
 As of June 30, 2017 As of December 31, 2016
 Carrying Fair Carrying Fair
 Value Value Value Value
        
Long-term debt$36,048
 $41,340
 $36,116
 $40,718



(12)11)
Commitments and Contingencies

Fuel, Capacity and Transmission Contract Commitments

During the six-month period ended June 30, 2017, MidAmerican Energy amended certain of its natural gas supply and transportation contracts increasing minimum payments by $247 million through 2021 and $70 million for 2022 through 2041.

Construction Commitments

During the six-month period ended June 30, 2017, MidAmerican Energy entered into contracts totaling $514 million for the construction of wind-powered generating facilities in 2017 through 2019, including $222 million in 2017, $284 million in 2018 and $8 million in 2019.

Operating Leases and Easements

During the six-month period ended June 30, 2017, MidAmerican Energy entered into non-cancelable easements with minimum payments totaling $114 million through 2057 for land in Iowa on which some of its wind-powered generating facilities will be located.

Legal Matters

The Company is party to a variety of legal actions arising out of the normal course of business. Plaintiffs occasionally seek punitive or exemplary damages. The Company does not believe that such normal and routine litigation will have a material impact on its consolidated financial results. The Company is also involved in other kinds of legal actions, some of which assert or may assert claims or seek to impose fines, penalties and other costs in substantial amounts and are described below.

USA Power

In October 2005, prior to BHE's ownership of PacifiCorp, PacifiCorp was added as a defendant to a lawsuit originally filed in February 2005 in the Third District Court of Salt Lake County, Utah ("Third District Court") by USA Power, LLC, USA Power Partners, LLC and Spring Canyon Energy, LLC (collectively, the "Plaintiff"). The Plaintiff's complaint alleged that PacifiCorp misappropriated confidential proprietary information in violation of Utah's Uniform Trade Secrets Act and accused PacifiCorp of breach of contract and related claims in regard to the Plaintiff's 2002 and 2003 proposals to build a natural gas-fueled generating facility in Juab County, Utah. In October 2007, the Third District Court granted PacifiCorp's motion for summary judgment on all counts and dismissed the Plaintiff's claims in their entirety. In a May 2010 ruling on the Plaintiff's petition for reconsideration, the Utah Supreme Court reversed summary judgment and remanded the case back to the Third District Court for further consideration. In May 2012, a jury awarded damages to the Plaintiff for breach of contract and misappropriation of a trade secret in the amounts of $18 million for actual damages and $113 million for unjust enrichment. After considering various motions filed by the parties to expand or limit damages, interest and attorney's fees, in May 2013, the court entered a final judgment against PacifiCorp in the amount of $115 million, which includes the $113 million of aggregate damages previously awarded and amounts awarded for the Plaintiff's attorneys' fees. The final judgment also ordered that postjudgment interest accrue beginning as of the date of the April 2013 initial judgment. In May 2013, PacifiCorp posted a surety bond issued by a subsidiary of Berkshire Hathaway to secure its estimated obligation. Both PacifiCorp and the Plaintiff filed appeals with the Utah Supreme Court. The Utah Supreme Court affirmed the district court's decision and denied the issues appealed by all parties. In May 2016, PacifiCorp paid $123 million for the final judgment and postjudgment interest.

Environmental Laws and Regulations

The Company is subject to federal, state, local and foreign laws and regulations regarding air and water quality, renewable portfolio standards, emissions performance standards, climate change, coal combustion byproduct disposal, hazardous and solid waste disposal, protected species and other environmental matters that have the potential to impact the Company's current and future operations. The Company believes it is in material compliance with all applicable laws and regulations.

Hydroelectric Relicensing

PacifiCorp's Klamath hydroelectric system is currently operating under annual licenses with the Federal Energy Regulatory Commission ("FERC").FERC. In February 2010, PacifiCorp, the United States Department of the Interior, the United States Department of Commerce, the state of California, the state of Oregon and various other governmental and non-governmental settlement parties signed the Klamath Hydroelectric Settlement Agreement ("KHSA"). Among other things, the KHSA provided that the United States Department of the Interior would conduct scientific and engineering studies to assess whether removal of the Klamath hydroelectric system's mainstem dams was in the public interest and would advance restoration of the Klamath Basin's salmonid fisheries. If it was determined that dam removal should proceed, dam removal would have begun no earlier than 2020.

UnderCongress failed to pass legislation needed to implement the KHSA, PacifiCorp and its customers were protected from uncapped dam removal costs and liabilities. For dam removal to occur, federal legislation consistent with the KHSA was required to provide, among other things, protection for PacifiCorp from all liabilities associated with dam removal activities. As of December 31, 2015, no federal legislation had been enacted, and several parties to the KHSA initiated a dispute resolution process.



In Februaryoriginal KHSA. On April 6, 2016, the principal parties to the KHSA (PacifiCorp, the states of California and Oregon and the United States Departments of the Interior and Commerce) executed an agreement in principle committing to explore potential amendment of the KHSA to facilitate removal of the Klamath dams through a FERC process without the need for federal legislation. Since that time, PacifiCorp, the states of California and Oregon and the United States Departments of the Interior and Commerce have negotiatedand other stakeholders executed an amendment to the KHSA that was signed on April 6, 2016. UnderKHSA. Consistent with the terms of the amended KHSA, on September 23, 2016, PacifiCorp will fileand the Klamath River Renewal Corporation ("KRRC") jointly filed an application with the FERC to transfer the license for the four mainstem Klamath River hydroelectric generating facilities from PacifiCorp to a newly formed private entity, the Klamath River Renewal Corporation ("KRRC"). TheKRRC. Also on September 23, 2016, the KRRC will filefiled an application with the FERC to surrender the license and decommission the facilities. The KRRC's license surrender application included a request for the FERC to refrain from acting on the surrender application until after the transfer of the license to the KRRC is effective.

TheUnder the amended KHSA, provides PacifiCorp and its customers are protected from uncapped dam removal costs and liabilities. The KRRC must indemnify PacifiCorp from liabilities associated with liability protections comparable to the KHSA.dam removal. The amended KHSA also limits PacifiCorp's contribution to facilities removal costs to no more than $200 million, of which up to $184 million would be collected from PacifiCorp's Oregon customers with the remainder to be collected from PacifiCorp's California customers. Additional funding of up to $250 million for facilities removal costs is to be provided by the state of California. California voters approved a water bond measure in November 2014 from which the state of California's contribution towardtowards facilities removal costs will beare being drawn. In accordance with this bond measure, additional funding of up to $250 million for facilities removal costs was included in the California state budget in 2016, with the funding effective for at least five years. If facilities removal costs exceed the combined funding that will be available from PacifiCorp's Oregon and California customers and the state of California, sufficient funds would need to be provided by the KRRC or an entity other than PacifiCorp in order for facilities removal to proceed.

If certain conditions in the amended KHSA are not satisfied and the license does not transfer to the KRRC, PacifiCorp will resume relicensing with the FERC.

Guarantees

The Company has entered into guarantees as part of the normal course of business and the sale of certain assets. These guarantees are not expected to have a material impact on the Company's consolidated financial results.



(1312)
Components of Other Comprehensive Income (Loss), Net

The following table shows the change in AOCI attributable to BHE shareholders by each component of OCI, net of applicable income taxes (in millions):
     Unrealized   
     Unrealized   
 Unrecognized Foreign Gains on Unrealized AOCI Unrecognized Foreign Gains on Unrealized AOCI
 Amounts on Currency Available- (Losses) Gains Attributable Amounts on Currency Available- Gains (Losses) Attributable
 Retirement Translation For-Sale on Cash To BHE Retirement Translation For-Sale on Cash To BHE
 Benefits Adjustment Securities Flow Hedges Shareholders, Net Benefits Adjustment Securities Flow Hedges Shareholders, Net
                    
Balance, December 31, 2014 $(490) $(412) $390
 $18
 $(494)
Other comprehensive (loss) income (6) (161) 282
 (6) 109
Balance, June 30, 2015 $(496) $(573) $672
 $12
 $(385)
          
Balance, December 31, 2015 $(438) $(1,092) $615
 $7
 $(908) $(438) $(1,092) $615
 $7
 $(908)
Other comprehensive income (loss) 62
 (205) 71
 1
 (71) 62
 (205) 71
 1
 (71)
Balance, June 30, 2016 $(376) $(1,297) $686
 $8
 $(979) $(376) $(1,297) $686
 $8
 $(979)
          
Balance, December 31, 2016 $(447) $(1,675) $585
 $26
 $(1,511)
Other comprehensive income (loss) 1
 308
 119
 (6) 422
Balance, June 30, 2017 $(446) $(1,367) $704
 $20
 $(1,089)

Reclassifications from AOCI to net income for the periods ended June 30, 20162017 and 20152016 were insignificant. For information regarding cash flow hedge reclassifications from AOCI to net income in their entirety, refer to Note 10.9. Additionally, refer to the "Foreign Operations" discussion in Note 8 for information about unrecognized amounts on retirement benefits reclassifications from AOCI that do not impact net income in their entirety.



(1413)
Segment Information

The Company's reportable segments with foreign operations include Northern Powergrid, whose business is principally in the United Kingdom, BHE Transmission, whose business includes operations in Canada, and BHE Renewables, whose business includes operations in the Philippines. Intersegment eliminations and adjustments, including the allocation of goodwill, have been made. Effective January 1, 2016, MidAmerican Energy transferred the assets and liabilities of its unregulated retail services business to MidAmerican Energy Services, LLC, a subsidiary of BHE. Prior period amounts have been changed to reflect this activity in BHE and Other. Information related to the Company's reportable segments is shown below (in millions):
Three-Month Periods Six-Month PeriodsThree-Month Periods Six-Month Periods
Ended June 30, Ended June 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
Operating revenue:              
PacifiCorp$1,233
 $1,269
 $2,485
 $2,519
$1,245
 $1,233
 $2,526
 $2,485
MidAmerican Funding585
 576
 1,211
 1,303
659
 585
 1,355
 1,211
NV Energy707
 835
 1,322
 1,541
753
 707
 1,337
 1,322
Northern Powergrid249
 263
 528
 587
219
 249
 464
 528
BHE Pipeline Group188
 208
 503
 540
192
 188
 507
 503
BHE Transmission(1)
(18) 150
 140
 275
BHE Transmission158
 (18) 324
 140
BHE Renewables170
 190
 309
 314
220
 170
 364
 309
HomeServices841
 758
 1,332
 1,206
956
 841
 1,541
 1,332
BHE and Other(2)
166
 199
 332
 384
BHE and Other(1)
152
 166
 302
 332
Total operating revenue$4,121
 $4,448
 $8,162
 $8,669
$4,554
 $4,121
 $8,720
 $8,162
              
Depreciation and amortization:              
PacifiCorp$199
 $196
 $396
 $390
$202
 $199
 $398
 $396
MidAmerican Funding110
 99
 220
 199
141
 110
 258
 220
NV Energy105
 103
 209
 204
106
 105
 210
 209
Northern Powergrid50
 50
 100
 98
52
 50
 101
 100
BHE Pipeline Group54
 50
 107
 100
43
 54
 73
 107
BHE Transmission66
 53
 116
 91
53
 66
 107
 116
BHE Renewables56
 56
 112
 105
63
 56
 124
 112
HomeServices9
 6
 15
 12
10
 9
 22
 15
BHE and Other(2)
(1) (3) (1) (2)
BHE and Other(1)

 (1) (1) (1)
Total depreciation and amortization$648
 $610
 $1,274
 $1,197
$670
 $648
 $1,292
 $1,274



Three-Month Periods Six-Month PeriodsThree-Month Periods Six-Month Periods
Ended June 30, Ended June 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
Operating income:              
PacifiCorp$339
 $327
 $663
 $600
$338
 $339
 $683
 $663
MidAmerican Funding140
 112
 240
 213
136
 140
 243
 240
NV Energy173
 178
 262
 299
191
 173
 289
 262
Northern Powergrid125
 130
 283
 323
94
 125
 227
 283
BHE Pipeline Group60
 56
 252
 256
55
 60
 263
 252
BHE Transmission(1)
(122) 58
 (46) 104
73
 (122) 150
 (46)
BHE Renewables52
 66
 76
 72
84
 52
 99
 76
HomeServices93
 85
 92
 83
110
 93
 112
 92
BHE and Other(2)(1)
(6) (5) (15) (13)(32) (6) (46) (15)
Total operating income854

1,007
 1,807

1,937
1,049

854
 2,020

1,807
Interest expense(468) (476) (941) (948)(457) (468) (915) (941)
Capitalized interest(1)
103
 22
 114
 51
10
 103
 20
 114
Allowance for equity funds(1)
115
 30
 130
 61
18
 115
 35
 130
Interest and dividend income27
 26
 54
 52
27
 27
 53
 54
Other, net1
 10
 11
 36
(3) 1
 22
 11
Total income before income tax expense and equity income$632

$619
 $1,175

$1,189
$644

$632
 $1,235

$1,175
 
Interest expense:              
PacifiCorp$96
 $95
 $191
 $190
$95
 $96
 $190
 $191
MidAmerican Funding55
 50
 109
 100
59
 55
 118
 109
NV Energy63
 65
 130
 128
58
 63
 116
 130
Northern Powergrid36
 36
 72
 71
33
 36
 64
 72
BHE Pipeline Group13
 17
 26
 35
10
 13
 22
 26
BHE Transmission38
 37
 74
 73
39
 38
 80
 74
BHE Renewables48
 49
 97
 95
52
 48
 102
 97
HomeServices
 1
 1
 2
1
 
 2
 1
BHE and Other(2)(1)
119
 126
 241
 254
110
 119
 221
 241
Total interest expense$468
 $476
 $941

$948
$457
 $468
 $915

$941
 
Operating revenue by country:              
United States$3,889
 $4,032
 $7,488
 $7,801
$4,177
 $3,889
 $7,924
 $7,488
United Kingdom249
 263
 528
 587
219
 249
 464
 528
Canada(1)
(17) 153
 143
 280
158
 (17) 324
 143
Philippines and other
 
 3
 1

 
 8
 3
Total operating revenue by country$4,121
 $4,448
 $8,162
 $8,669
$4,554
 $4,121
 $8,720
 $8,162
 
Income before income tax expense and equity income by country:              
United States$498
 $465
 $856
 $823
$529
 $498
 $952
 $856
United Kingdom91
 102
 210
 266
62
 91
 164
 210
Canada28
 43
 71
 78
38
 28
 80
 71
Philippines and other15
 9
 38
 22
15
 15
 39
 38
Total income before income tax expense and equity income by country$632
 $619
 $1,175
 $1,189
$644
 $632
 $1,235
 $1,175




As ofAs of
June 30, December 31,June 30, December 31,
2016 20152017 2016
Total assets:      
PacifiCorp$23,471
 $23,550
$23,626
 $23,563
MidAmerican Funding16,643
 16,315
18,261
 17,571
NV Energy14,227
 14,656
14,188
 14,320
Northern Powergrid6,832
 7,317
6,940
 6,433
BHE Pipeline Group5,075
 4,953
4,900
 5,144
BHE Transmission8,583
 7,553
8,794
 8,378
BHE Renewables6,273
 5,892
7,643
 7,010
HomeServices2,079
 1,705
2,061
 1,776
BHE and Other(2)(1)
1,424
 1,677
1,396
 1,245
Total assets$84,607
 $83,618
$87,809
 $85,440

(1)
Refer to Note 4 for information regarding certain regulatory matters impacting AltaLink's financial results for the three- and six-month periods ended June 30, 2016.
(2)The differences between the reportable segment amounts and the consolidated amounts, described as BHE and Other, relate principally to other entities, corporate functions and intersegment eliminations.

The following table shows the change in the carrying amount of goodwill by reportable segment for the six-month period ended June 30, 20162017 (in millions):
        BHE       BHE          BHE        
  MidAmerican NV Northern Pipeline BHE BHE Home- and    MidAmerican NV Northern Pipeline BHE BHE Home-  
PacifiCorp Funding Energy Powergrid Group Transmission Renewables Services Other TotalPacifiCorp Funding Energy Powergrid Group Transmission Renewables Services Total
                                    
December 31, 2015$1,129
 $2,102
 $2,369
 $1,056
 $101
 $1,428
 $95
 $794
 $2
 $9,076
December 31, 2016$1,129
 $2,102
 $2,369
 $930
 $75
 $1,470
 $95
 $840
 $9,010
Acquisitions
 
 
 
 
 5
 
 45
 
 50

 
 
 
 
 
 
 106
 106
Foreign currency translation
 
 
 (75) 
 100
 
 
 1
 26

 
 
 36
 
 54
 
 
 90
Other
 
 
 
 (13) 
 
 
 
 (13)
 
 
 
 (2) 
 
 
 (2)
June 30, 2016$1,129
 $2,102
 $2,369
 $981
 $88
 $1,533
 $95
 $839
 $3
 $9,139
June 30, 2017$1,129
 $2,102
 $2,369
 $966
 $73
 $1,524
 $95
 $946
 $9,204


Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is management's discussion and analysis of certain significant factors that have affected the consolidated financial condition and results of operations of the Company during the periods included herein. Explanations include management's best estimate of the impact of weather, customer growth and other factors. This discussion should be read in conjunction with the Company's historical unaudited Consolidated Financial Statements and Notes to Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q. The Company's actual results in the future could differ significantly from the historical results.

The Company's operations areCompany is organized and managed as eight business segments: PacifiCorp, MidAmerican Funding (which primarily consists of MidAmerican Energy), NV Energy (which primarily consists of Nevada Power and Sierra Pacific), Northern Powergrid (which primarily consists of Northern Powergrid (Northeast) Limited and Northern Powergrid (Yorkshire) plc), BHE Pipeline Group (which consists of Northern Natural Gas and Kern River), BHE Transmission (which consists of AltaLink and BHE U.S. Transmission), BHE Renewables and HomeServices. BHE, through these locally managed and operated businesses, owns four utility companies in the United States serving customers in 11 states, two electricity distribution companies in Great Britain, two interstate natural gas pipeline companies in the United States, an electric transmission business in Canada, interests in electric transmission businesses in the United States, a renewable energy business primarily selling power generated from solar, wind, geothermal and hydroelectric sources under long-term contracts, the second largest residential real estate brokerage firm in the United States and one of the largest residential real estate brokerage franchise networks in the United States. The reportable segment financial information includes all necessary adjustments and eliminations needed to conform to the Company's significant accounting policies. The differences between the reportable segment amounts and the consolidated amounts, described as BHE and Other, relate principally to other entities, corporate functions and intersegment eliminations. Effective January 1, 2016, MidAmerican Energy transferred the assets and liabilities of its unregulated retail services business to MidAmerican Energy Services, LLC, a subsidiary of BHE. Prior period amounts have been changed to reflect this activity in BHE and Other.

Results of Operations for the Second Quarter and First Six Months of 20162017 and 20152016

Overview

Net income for the Company's reportable segments is summarized as follows (in millions):
Second Quarter First Six MonthsSecond Quarter First Six Months
2016 2015 Change 2016 2015 Change2017 2016 Change 2017 2016 Change
Net income attributable to BHE shareholders:                              
PacifiCorp$177
 $172
 $5
 3 % $342
 $306
 $36
 12 %$176
 $177
 $(1) (1)% $355
 $342
 $13
 4 %
MidAmerican Funding127
 124
 3
 2
 200
 219
 (19) (9)131
 127
 4
 3
 233
 200
 33
 17
NV Energy76
 78
 (2) (3) 97
 122
 (25) (20)91
 76
 15
 20
 124
 97
 27
 28
Northern Powergrid70
 77
 (7) (9) 168
 204
 (36) (18)53
 70
 (17) (24) 135
 168
 (33) (20)
BHE Pipeline Group30
 24
 6
 25
 139
 136
 3
 2
27
 30
 (3) (10) 148
 139
 9
 6
BHE Transmission68
 48
 20
 42
 116
 91
 25
 27
53
 68
 (15) (22) 113
 116
 (3) (3)
BHE Renewables32
 35
 (3) (9) 44
 35
 9
 26
71
 32
 39
 * 105
 44
 61
 *
HomeServices55
 49
 6
 12
 56
 47
 9
 19
62
 55
 7
 13
 62
 56
 6
 11
BHE and Other(99) (49) (50) * (136) (133) (3) (2)(90) (99) 9
 9
 (145) (136) (9) (7)
Total net income attributable to BHE shareholders$536
 $558
 $(22) (4) $1,026
 $1,027
 $(1) 
$574
 $536
 $38
 7
 $1,130
 $1,026
 $104
 10

*    Not meaningful



Net income attributable to BHE shareholders decreased $22increased $38 million for the second quarter of 20162017 compared to 20152016 due to the following.following:
PacifiCorp's net income decreased $1 million due primarily to higher depreciation and amortization of $9 million from additional plant placed in-service and higher operations and maintenance expenses, partially offset by higher gross margins of $14 million, excluding the impact of demand side management amortization expense. Gross margins increased primarily due to higher margins of $11 million. Margins increased primarily due toretail customer volumes, lower coal costs,natural gas-fueled generation, higher retail rateswheeling revenue and lower purchased electricity,higher wholesale revenue, partially offset by lower average retail customer loadrates, higher purchased electricity costs and lower wholesale electricity revenue from lower volumes. Retail customer load decreased by 3.2% due to the impacts of lower industrial and commercial customer usage and the impacts of weather on residential customer load, partially offset by higher residential customer usage and an increase in the average number of residential and commercial customers primarily in Utah.coal costs.
MidAmerican Funding's net income increased $4 million due primarily to higher electric gross margins of $34$32 million, lower fossil-fueled generation maintenanceexcluding the impact of $3 milliondemand side management program costs, and higher recognized production tax credits of $2$5 million, substantiallypartially offset by lower other income tax benefits of $20 million due primarily to the effects of ratemaking, higher depreciation and amortization of $11$31 million, substantially from accruals for Iowa regulatory arrangements. Electric gross margins increased due to wind-powered generation and other plant placed in-service and higher interest expense of $5 million primarily due to the issuance of first mortgage bonds in October 2015. Electric margins reflect higher retail sales volumes, lower energy costs, higher retail rates in Iowa andwholesale revenue, higher transmission revenue and higher retail customer volumes, partially offset by lower recoveries through bill ridershigher coal-fueled generation and lower wholesale revenue.purchased power costs.
NV Energy's net income decreasedincreased $15 million due primarily to higher electric gross margins of $20 million, excluding the impact of energy efficiency program costs, and lower interest expense of $6 million, due primarily to lower rates on outstanding debt balances. Electric gross margins increased due to higher underlying operating expensea refinement of $5 million due to higher property and other taxesthe unbilled revenue estimate, customer growth and higher depreciation and amortization of $2 million due to higher plant in-service, partially offset by higher electric margins of $7 million. Electric margins increased primarily due to the impacts of weather and customer growth.usage.
Northern Powergrid's net income decreased $17 million due largely due to the stronger United States dollar of $5$6 million, higher pension expense of $9 million and lower distribution revenue of $8 million. HigherDistribution revenue decreased due to lower tariff rates were more thanand lower units distributed, partially offset by the recovery in 2015 of the December 2013 customer rebate, unfavorablefavorable movements in regulatory provisions and lower units distributed.provisions.
BHE Pipeline Group's net income increaseddecreased $3 million due mainly to lowerhigher operating expenses from the timing of overhauls and pipeline integrity projects, higher transportation revenues from expansion projects and lower interest expense due tocosts associated with the early redemption in December 2015 of the 6.676%4.893% Senior Notes at Kern River, partially offset by higher depreciation expense.transportation revenue at Northern Natural Gas.
BHE Transmission's net income increased $20decreased $15 million from higherlower earnings at AltaLink of $15$10 million, due primarily due to additional assets placed in-service, changesdecreases in contingent liabilities in 2016, and the 2015-2016 GTA decision received in May 2016, partially offset by the stronger United States dollarat BHE U.S. Transmission of $2 million, and $5 million due to higherfrom lower equity earnings at Electric Transmission Texas, LLC from continued investment and additional plant placed in-service.due to the impacts of new rates effective in March 2017.
BHE Renewables' net income decreasedincreased $39 million due primarily to higher generation at the Solar Star projects due to unfavorable changestransformer related forced outages in 2016, favorable earnings from tax equity investments reaching commercial operation, additional wind and solar capacity placed in-service and a favorable change in the valuationsvaluation of a power purchase agreement derivative and interest rate swaps and lower revenue at Imperial Valley and the Solar Star projects, partially offset by higher production tax credits of $12 million, lower geothermal maintenance costs and lower project acquisition costs.derivative.
HomeServices' net income increased $7 million due primarily to higher earnings at mortgagefrom existing franchise businesses from improved revenues and results from acquisitions, partially offset by lower earnings at existingacquired brokerage businesses due to higher operating expenses.businesses.
BHE and Other net loss increasedimproved $9 million due primarily to higher than normal income tax benefits received on foreign earnings in 2015, a decrease in federal income tax credits recognized on a consolidated basis and lower earningsinterest expense due to redemptions of $3 million at MidAmerican Energy Services, LLC,junior subordinated debentures, partially offset by lower interest expense.higher other operating costs.



Net income attributable to BHE shareholders decreased $1increased $104 million for the first six months of 20162017 compared to 20152016 due to the following:
PacifiCorp's net income increased $13 million due primarily to higher gross margins of $62$41 million, partially offset by lower AFUDCexcluding the impact of $7 million. Margins increased primarily due to lower coal costs, higher retail rates, lower purchased electricity and lower natural gas costs, partially offset by lower wholesale electricity revenue from lower volumes, and lower retail customer load. Retail customer load decreased by 1.1% due to the impacts of lower industrial and commercial customer usage,demand side management amortization expense, partially offset by higher residentialdepreciation and amortization of $15 million from additional plant placed in-service and higher property taxes of $3 million. Gross margins increased due to higher retail customer usage, including the impactvolumes, lower natural gas-fueled generation, higher wholesale revenue from higher volumes and short-term market prices, lower purchased electricity prices and higher wheeling revenue, partially offset by higher purchased electricity volumes, lower average retail rates and higher coal costs. Retail customer volumes increased 2.6% due to impacts of weather on residential customers in Oregon and Washington, higher industrial usage primarily in Utah and Idaho, higher commercial usage across the service territory and an increase in the average number of residential customers in Utah and Oregon and commercial customers primarilyin Utah, partially offset by lower residential usage in Utah and Oregon.



MidAmerican Funding's net income decreasedincreased $33 million due primarily to higher electric gross margins of $53 million, excluding the impact of demand side management program costs, and higher recognized production tax credits of $26 million, partially offset by higher depreciation and amortization of $21 million from wind-powered generation and other plant placed in-service, a pre-tax gain of $13 million in 2015 on the sale of a generating facility lease, higher interest expense of $9 million primarily due to the issuance of first mortgage bonds in October 2015, lower recognized production tax credits of $6 million, lower allowance for borrowed and equity funds of $4 million and lower natural gas margins of $3$38 million, due to warmer winter temperaturesaccruals for Iowa regulatory arrangements and wind-powered generating facilities placed in-service in the second half of 2016, partially offset byand higher electricoperations and maintenance expenses. Electric gross margins of $37 million, lower fossil-fueled generation maintenance of $7 millionincreased due to higher wholesale revenue from higher sales prices and lower electric distribution costs of $5 million. Electric margins reflect lower energy costs,volumes, higher retail rates in Iowa,customer volumes, higher retail sales volumesrecoveries through bill riders and higher transmission revenue, partially offset by higher coal-fueled generation and purchased power costs. Retail customer volumes increased 2.0% due to industrial growth net of lower wholesale revenueresidential and lower recoveries through bill riders.commercial volumes due to milder temperatures.
NV Energy's net income decreasedincreased $27 million due primarily to higher underlying operatingelectric gross margins of $24 million, excluding the impact of energy efficiency program costs, and lower interest expense of $31 million and higher depreciation and amortization of $5$15 million, due primarily to higher plant in-service, partially offset by higher electriclower rates on outstanding debt balances. Electric gross margins of $6 million. Operating expense increased due to benefits from changes in contingent liabilities in 2015, higher planned maintenance and other generating costsa refinement of the unbilled revenue estimate, customer growth and higher property and other taxes. Electric margins increased primarilycustomer usage, due mainly to the impacts of weather and customer growth.weather.
Northern Powergrid's net income decreased $33 million due largely to lower distribution revenues mainly reflecting the impact of the new price control period effective April 1, 2015, the stronger United States dollar of $19 million, lower distribution revenue of $10 million and higher distribution related costs,pension expense of $10 million. Distribution revenue decreased due to lower units distributed, the recovery in 2016 of the December 2013 customer rebate and unfavorable movements in regulatory provisions, partially offset by lower pension costs.higher tariff rates.
BHE Pipeline Group'sGroup’s net income increased $9 million due to lowera reduction in expenses and regulatory liabilities related to the impact of an alternative rate structure approved by the FERC at Kern River and higher transportation revenue at Northern Natural Gas, partially offset by higher operating expenses from the timing of overhauls and pipeline integrity projects and lower interest expense due tocosts associated with the early redemption in December 2015 of the 6.676%4.893% Senior Notes at Kern River, partially offset by lower transportation revenues due to lower volumes and rates and higher depreciation expense.River.
BHE Transmission's net income increased $25decreased $3 million at BHE U.S. Transmission from higher earnings at AltaLink of $19 million primarily due to additional assets placed in-service, changes in contingent liabilities in 2016, and the 2015-2016 GTA decision received in May 2016, partially offset by the stronger United States dollar of $6 million, and $6 million due to higherlower equity earnings at Electric Transmission Texas, LLC from continued investment anddue to the impacts of new rates effective in March 2017. AltaLink's earnings were unchanged as the impacts of additional plantassets placed in-service.in-service were offset by decreases in contingent liabilities in 2016.
BHE Renewables' net income increased $61 million due primarily to lower operating expense and higher productionfavorable earnings from tax credits of $21 million from theequity investments reaching commercial operation, additional wind and solar capacity placed in service, partially offset by lower geothermal revenues,in-service, higher interest expense and lower capitalized interestgeneration at the Solar Star project, higher depreciation expenseprojects due to additional capacity placedtransformer related forced outages in service and unfavorable2016, favorable changes in the valuations of the interest rate swapsswap derivatives and a power purchase agreement derivative. Operating expense decreasedhigher production at the Casecnan project due to the scope and timing of maintenance at certain geothermal plants and lower project acquisition costs, partially offset by additional solar and wind capacity placed in-service.higher rainfall.
HomeServices' net income increased $6 million due primarily to higher earnings at mortgage businesses from improved revenues and results from acquisitions and a $2 million gain in 2016 from the acquisition of interests in equity method investments, partially offset by lower earnings at existing brokerage businesses due to higher operating expenses.franchise businesses.
BHE and Other net loss increased $9 million due primarily to higher than normal income tax benefits received on foreign earnings in 2015, a decrease inlower federal income tax credits recognized on a consolidated basis and lower earnings of $7 million at MidAmerican Energy Services, LLC,higher other operating costs, partially offset by favorablelower consolidated deferred state income tax benefitsexpense due to changes in the tax status of certain subsidiaries and lower interest expense.

expense due to redemptions of junior subordinated debentures.




Reportable Segment Results

Operating revenue and operating income for the Company's reportable segments are summarized as follows (in millions):
Second Quarter First Six MonthsSecond Quarter First Six Months
2016 2015 Change 2016 2015 Change2017 2016 Change 2017 2016 Change
Operating revenue:                              
PacifiCorp$1,233
 $1,269
 $(36) (3)% $2,485
 $2,519
 $(34) (1)%$1,245
 $1,233
 $12
 1 % $2,526
 $2,485
 $41
 2 %
MidAmerican Funding585
 576
 9
 2
 1,211
 1,303
 (92) (7)659
 585
 74
 13
 1,355
 1,211
 144
 12
NV Energy707
 835
 (128) (15) 1,322
 1,541
 (219) (14)753
 707
 46
 7
 1,337
 1,322
 15
 1
Northern Powergrid249
 263
 (14) (5) 528
 587
 (59) (10)219
 249
 (30) (12) 464
 528
 (64) (12)
BHE Pipeline Group188
 208
 (20) (10) 503
 540
 (37) (7)192
 188
 4
 2
 507
 503
 4
 1
BHE Transmission(18) 150
 (168) * 140
 275
 (135) (49)158
 (18) 176
 * 324
 140
 184
 *
BHE Renewables170
 190
 (20) (11) 309
 314
 (5) (2)220
 170
 50
 29
 364
 309
 55
 18
HomeServices841
 758
 83
 11
 1,332
 1,206
 126
 10
956
 841
 115
 14
 1,541
 1,332
 209
 16
BHE and Other166
 199
 (33) (17) 332
 384
 (52) (14)152
 166
 (14) (8) 302
 332
 (30) (9)
Total operating revenue$4,121
 $4,448
 $(327) (7) $8,162
 $8,669
 $(507) (6)$4,554
 $4,121
 $433
 11
 $8,720
 $8,162
 $558
 7
 
Operating income:                              
PacifiCorp$339
 $327
 $12
 4 % $663
 $600
 $63
 11 %$338
 $339
 $(1)  % $683
 $663
 $20
 3 %
MidAmerican Funding140
 112
 28
 25
 240
 213
 27
 13
136
 140
 (4) (3) 243
 240
 3
 1
NV Energy173
 178
 (5) (3) 262
 299
 (37) (12)191
 173
 18
 10
 289
 262
 27
 10
Northern Powergrid125
 130
 (5) (4) 283
 323
 (40) (12)94
 125
 (31) (25) 227
 283
 (56) (20)
BHE Pipeline Group60
 56
 4
 7
 252
 256
 (4) (2)55
 60
 (5) (8) 263
 252
 11
 4
BHE Transmission(122) 58
 (180) * (46) 104
 (150) *73
 (122) 195
 * 150
 (46) 196
 *
BHE Renewables52
 66
 (14) (21) 76
 72
 4
 6
84
 52
 32
 62
 99
 76
 23
 30
HomeServices93
 85
 8
 9
 92
 83
 9
 11
110
 93
 17
 18 112
 92
 20
 22
BHE and Other(6) (5) (1) (20) (15) (13) (2) (15)(32) (6) (26) * (46) (15) (31) *
Total operating income$854
 $1,007
 $(153) (15) $1,807
 $1,937
 $(130) (7)$1,049
 $854
 $195
 23
 $2,020
 $1,807
 $213
 12

*    Not meaningful

PacifiCorp

Operating revenue decreased $36increased $12 million for the second quarter of 20162017 compared to 20152016 due to lowerhigher wholesale and other revenue of $19$15 million, andpartially offset by lower retail revenue of $17$3 million. Wholesale and other revenue increased due to higher wholesale volumes and short-term market prices and higher wheeling revenue. Retail revenue decreased due primarily to lower wholesale volumesaverage rates and lower demand side management revenue (offset in operations and maintenance expenses), primarily driven by the establishment of $26 million,the Utah Sustainable Transportation and Energy Plan program, partially offset by higher average wholesale prices of $5 million. The decrease in retail revenue wascustomer volumes. Retail customer volumes increased 2.4% due to lower retail customer load of $27 million, partially offset by higher retail rates of $10 million. Retail customer load decreased by 3.2% due to the impacts of lowercommercial and industrial and commercial customer usage and the impacts of weather on residential customer load, partially offset by higher residential customer usage and an increase in the average number of residential and commercial customers primarily in Utah.

Operating income increased $12decreased by $1 million for the second quarter of 20162017 compared to 20152016 due to higher marginsdepreciation and amortization of $10 million. Margins increased due to lower energy costs of $47$9 million from additional plant placed in-service, partially offset by lower operating revenue. Energy costsoperations and maintenance expenses of $7 million and higher gross margins of $3 million. Operations and maintenance expenses decreased due to lower coal-fueled generation, lower purchased electricity pricesa decrease in demand side management amortization expense (offset in retail revenue) of $11 million and lower average cost ofpension expense, partially offset by higher injury and damage expenses, due primarily to a prior year accrual for insurance proceeds and current year settlements, and higher labor costs related to storm damage restoration. Gross margins were higher due to the increase in operating revenue and lower natural gas,gas-fueled generation, partially offset by higher purchased electricity costs from higher volumes and aprices and higher average cost of coal.coal costs.



Operating revenue decreased $34increased $41 million for the first six months of 20162017 compared to 20152016 due to lowerhigher wholesale and other revenue of $61$27 million partially offset byand higher retail revenue of $27$14 million. Wholesale and other revenue decreasedincreased due primarily due to lowerhigher wholesale volumes of $63 million. The increase in retailand short-term market prices and higher wheeling revenue. Retail revenue wasincreased due to higher retail rates of $31 million,customer volumes, partially offset by lower retail customer loadaverage rates and lower demand side management revenue (offset in operations and maintenance expenses), primarily driven by the establishment of $4 million.the Utah Sustainable Transportation and Energy Plan program. Retail customer load decreased by 1.1%volumes increased 2.6% due to the impacts of lowerweather on residential customers in Oregon and Washington, higher industrial usage primarily in Utah and Idaho, higher commercial customer usage partially offset by higher residential customer usage, includingacross the impacts of weather,service territory and an increase in the average number of residential customers in Utah and Oregon and commercial customers primarily in Utah.

Utah, partially offset by lower residential usage in Utah and Oregon.

Operating income increased $63$20 million for the first six months of 20162017 compared to 2015 due to higher margins of $62 million. Margins increased2016 due to lower energy costsoperations and maintenance expenses of $96$22 million and higher gross margins of $18 million, partially offset by lower operating revenue. Energy costshigher depreciation and amortization of $15 million from additional plant placed in-service and higher property taxes of $3 million. Operations and maintenance expenses decreased due to a decrease in demand side management amortization expense (offset in retail revenue) of $23 million and lower coal-fueledpension expense, partially offset by higher injury and damage expenses, due primarily to a prior year accrual for insurance proceeds and current year settlements, and higher labor costs related to storm damage restoration. Gross margins were higher due to the increase in operating revenue, lower natural gas-fueled generation and lower purchased electricity prices, and lower average cost of natural gas, partially offset by higher natural gas-fueled generation, higher purchased electricity volumes and higher average cost of coal.coal costs.

MidAmerican Funding

Operating revenue increased $9$74 million for the second quarter of 20162017 compared to 20152016 due to higher electric operating revenue of $20$56 million and higher natural gas operating revenue of $18 million. Electric operating revenue increased due to higher wholesale and other revenue of $46 million and higher retail revenue of $10 million. Electric wholesale and other revenue increased due to higher wholesale volumes of $22 million, higher wholesale prices of $16 million and higher transmission revenue of $6 million. Electric retail revenue increased $19 million from non-weather usage and rate factors, including higher industrial sales volumes, and $2 million from higher recoveries through bill riders (substantially offset in cost of sales, operating expense and income tax expense), partially offset by $11 million from the impact of milder temperatures in 2017. Electric retail customer volumes increased 2.5% from industrial growth, partially offset by the unfavorable impact of temperatures. Natural gas operating revenue increased due to a higher average per-unit cost of gas sold of $18 million (offset in cost of sales).

Operating income decreased $4 million for the second quarter of 2017 compared to 2016 due to higher depreciation and amortization of $31 million and higher operations and maintenance expenses of $11 million, partially offset by higher electric gross margins of $36 million and higher natural gas gross margins of $3 million. Electric gross margins were higher due to the increase in operating revenue, partially offset by higher coal-fueled generation and higher purchased power costs. The increase in depreciation and amortization reflects higher accruals for Iowa regulatory arrangements and wind generation and other plant placed in-service, partially offset by a reduction of $8 million from lower depreciation rates implemented in December 2016. Operations and maintenance expenses increased due primarily to higher demand side management program costs (offset in retail revenue) of $5 million and higher maintenance costs related to additional wind turbines.

Operating revenue increased $144 million for the first six months of 2017 compared to 2016 due to higher electric operating revenue of $90 million and higher natural gas operating revenue of $54 million. Electric operating revenue increased due to higher wholesale and other revenue of $67 million and higher retail revenue of $23 million. Electric wholesale and other revenue increased due to higher wholesale volumes of $37 million, higher wholesale prices of $23 million and higher transmission revenue of $5 million. Electric retail revenue increased $28 million from non-weather usage and rate factors, including higher industrial sales volumes, and $9 million from higher recoveries through bill riders (substantially offset in cost of sales, operating expense and income tax expense), partially offset by $14 million from the impact of milder temperatures in 2017. Electric retail customer volumes increased 2.0% from industrial growth, partially offset by the unfavorable impact of temperatures. Natural gas operating revenue increased due to a higher average per-unit cost of gas sold of $58 million (offset in cost of sales) and 1.2% higher wholesale sales volumes, partially offset by 6.3% lower retail sales volumes.



Operating income increased $3 million for the first six months of 2017 compared to 2016 due to higher electric gross margins of $60 million and higher natural gas gross margins of $2 million, partially offset by higher depreciation and amortization of $38 million, higher operations and maintenance expenses of $17 million and higher property and other taxes of $4 million. Electric gross margins were higher due to the increase in operating revenue, partially offset by higher coal-fueled generation and higher purchased power costs. The increase in depreciation and amortization reflects higher accruals for Iowa regulatory arrangements and wind generation and other plant placed in-service, partially offset by a reduction of $17 million from lower depreciation rates implemented in December 2016. Operations and maintenance expenses increased due primarily to higher demand side management program costs (offset in retail revenue) of $9 million and higher maintenance costs related to additional wind turbines.

NV Energy

Operating revenue increased $46 million for the second quarter of 2017 compared to 2016 due to higher electric retail operating revenue. Retail revenue was higher due to $25 million from higher retail rates, primarily from energy costs that are passed on to customers through deferred energy adjustment mechanisms, $13 million from customer growth, $11 million from impact fees received due to industrial customers purchasing energy from alternative providers and becoming distribution only service customers, $10 million from a refinement of the unbilled revenue estimate and $7 million from customer usage, primarily from the impacts of weather, partially offset by $12 million from lower commercial and industrial revenue mainly from customers purchasing energy from alternative providers and becoming distribution only customers in 2016 and $7 million from lower energy efficiency rate revenue (offset in operating expenses). Electric retail customer volumes, including distribution only service customers, increased 2.2% compared to 2016.

Operating income increased $18 million for the second quarter of 2017 compared to 2016 due to higher electric gross margins of $13 million and lower operating expenses of $5 million, due primarily to lower energy efficiency program costs (offset in electric operating revenue). Electric gross margins were higher due to the increase in electric operating revenue, partially offset by higher energy costs of $34 million. Energy costs increased due to a higher average cost of fuel for generation of $29 million, higher purchased power costs of $3 million and higher net deferred power costs of $2 million.

Operating revenue increased $15 million for the first six months of 2017 compared to 2016 due to higher electric operating revenue of $28 million, partially offset by lower natural gas operating revenue of $8 million and lower other operating revenue of $3$14 million. Electric operating revenue increased due to higher retail revenue of $31$23 million partially offset by lower wholesale and otherhigher transmission revenue of $11$5 million. Retail revenue increased $19due to $15 million from the impact of warmer second quarter cooling season temperatures in 2016,higher retail rates primarily from energy costs that are passed on to customers through deferred energy adjustment mechanisms, $13 million from customer growth, $11 million from higher electric rates in Iowa effective January 1, 2016,impact fees received due to industrial customers purchasing energy from alternative providers and $9becoming distribution only service customers, $10 million from non-weathera refinement of the unbilled revenue estimate and $7 million from customer usage, factors,primarily from the impacts of weather, partially offset by $8$20 million from lower recoveries through bill riders, which are substantially offset by costcommercial and industrial revenue mainly from customers purchasing energy from alternative providers and becoming distribution only customers in 2016 and $13 million of sales,lower energy efficiency rate revenue (offset in operating expense and production tax credits.expenses). Electric retail customer loadvolumes, including distribution only service customers, increased 5.6% from the favorable impact of temperatures and strong industrial growth. Electric wholesale and other revenue decreased primarily due1.4% compared to lower wholesale volumes of $15 million, partially offset by higher transmission revenue of $3 million related to Multi-Value Projects, which are expected to increase as projects are constructed over the next two years.2016. Natural gas operating revenue decreased due to a lower average per-unit cost of gas sold of $14 million, which is offset in cost of sales, partially offset by 4.9% higher retail sales volumes, primarily from cooler second quarter heating season temperatures in 2016, and 12.2% higher wholesale volumes.

Operating income increased $28 million for the second quarter of 2016 compared to 2015 due to higher electric operating income. Electric operating income increased due to the higher operating revenue, lower energy costs of $14 million from lower coal-fueled generation in part due to greater wind-powered generation and a lower price for purchased power and lower fossil-fueled generation maintenance of $3 million from planned outages in 2015,rates, partially offset by higher depreciation and amortization of $11 million due to wind generation and other plant placed in-service.

Operating revenue decreased $92 million for the first six months of 2016 compared to 2015 due to lower natural gas operating revenue of $77 million, lower other operating revenue of $8 million and lower electric operating revenue of $7 million. Natural gas operating revenue decreased due to a lower average per-unit cost of gas sold of $62 million, which is offset in cost of sales, and 7.2% lower retail sales volumes, primarily from warmer winter temperatures in 2016, partially offset by 1.9% higher wholesale volumes. Other operating revenue decreased primarily due to the completion of major projects of a nonregulated utility construction subsidiary in 2015. Electric operating revenue decreased due to lower wholesale and other revenue of $22 million, partially offset by higher retail revenue of $15 million. Electric wholesale and other revenue decreased due to lower wholesale volumes of $33 million, partially offset by higher wholesale prices of $3 million and higher transmission revenue of $7 million related to Multi-Value Projects, which are expected to increase as projects are constructed over the next two years. Retail revenue increased $21 million from higher electric rates in Iowa effective January 1, 2016, $12 million from warmer cooling season temperatures, net of warmer winter temperatures, in 2016, and $10 million from non-weather usage factors, partially offset by $28 million from lower recoveries through bill riders, which are substantially offset by cost of sales, operating expense and production tax credits. Electric retail customer load increased 2.4% from the favorable impact of temperatures and strong industrial growth.usage.

Operating income increased $27 million for the first six months of 20162017 compared to 20152016 due to lower operating expenses of $15 million and higher electric gross margins of $11 million. Operating expenses decreased due primarily to lower energy efficiency program costs (offset in electric operating income of $31 million,revenue). Electric gross margins were higher due to the increase in electric operating revenue, partially offset by lower natural gas operating incomehigher energy costs of $4$18 million. Electric operating incomeEnergy costs increased due to lower energy costsa higher average cost of $44fuel for generation of $63 million from lower coal-fueled generation in part due to greater wind-powered generation and a lower price forhigher purchased power lower fossil-fueled generation maintenance of $7 million from planned outages in 2015 and lower electric distribution costs of $5 million, partially offset by higher depreciation and amortization of $21 million due to wind generation and other plant placed in-service and the lower operating revenue. Natural gas operating income decreased due to the lower retail sales volumes in the first quarter of 2016.

NV Energy

Operating revenue decreased $128 million for the second quarter of 2016 compared to 2015 due to lower electric operating revenue of $121 million and lower natural gas operating revenue of $7 million primarily due to lower energy rates. Electric operating revenue decreased due to lower retail revenue of $109 million and lower wholesale and other revenue of $12 million primarily due to lower transmission revenue. Retail revenue decreased due to $128 million from lower retail rates primarily from lower energy costs which are passed on to customers through deferred energy adjustment mechanisms, partially offset by $16 million from higher customer growth and usage primarily due to the impacts of weather and $4 million from higher energy efficiency rate revenue, which is offset in operating expense. Electric retail customer load increased 2.6% compared to 2015.



Operating income decreased $5 million for the second quarter of 2016 compared to 2015 due to higher operating expense of $9 million, due to higher energy efficiency program costs, which is offset in operating revenue, and property and other taxes, and higher depreciation and amortization of $2 million due to higher plant in-service, partially offset by higher electric margins of $7 million. The change in electric margins is due to lower electric operating revenue, partially offset by lower energy costs of $128 million. Energy costs decreased due to lower net deferred power costs of $104 million and a lower average cost of fuel for generation of $38 million, partially offset by higher purchased power costs of $14 million.

Operating revenue decreased $219 million for the first six months of 2016 compared to 2015 due to lower electric operating revenue of $208 million and lower natural gas operating revenue of $10 million primarily due to lower energy rates, partially offset by higher customer usage. Electric operating revenue decreased due to lower retail revenue of $192 million and lower wholesale and other revenue of $16 million primarily due to lower transmission revenue. Retail revenue decreased due to $217 million from lower retail rates primarily from lower energy costs which are passed on to customers through deferred energy adjustment mechanisms, partially offset by $18 million from higher customer growth and usage primarily due to the impacts of weather and $6 million of higher energy efficiency rate revenue, which is offset in operating expense. Electric retail customer load increased 1.3% compared to 2015.

Operating income decreased $37 million for the first six months of 2016 compared to 2015 due to higher operating expense of $37 million, related to benefits from changes in contingent liabilities in 2015, higher energy efficiency program costs, which is offset in operating revenue, higher planned maintenance and other generating costs and higher property and other taxes, and higher depreciation and amortization of $5 million due to higher plant in-service, partially offset by higher electric margins of $6 million. The change in electric margins is due to lower electric operating revenue, partially offset by lower energy costs of $213 million. Energy costs decreased due to lower net deferred power costs of $174 million and a lower average cost of fuel for generation of $67 million, partially offset by higher purchased power costs of $28$50 million.

Northern Powergrid

Operating revenue decreased $14$30 million for the second quarter of 20162017 compared to 20152016 due to the stronger United States dollar of $17$27 million and lower distribution revenue of $1$8 million, partially offset by higher smart metermetering revenue of $4$6 million. Distribution revenue decreased due to lower tariff rates of $4 million and lower units distributed of $6 million, partially offset by favorable movements in regulatory provisions of $2 million Operating income decreased $31 million for the second quarter of 2017 compared to 2016 due to the stronger United States dollar of $11 million, higher pension expense of $9 million and higher depreciation of $8 million from additional assets placed in-service.



Operating revenue decreased $64 million for the first six months of 2017 compared to 2016 due to the stronger United States dollar of $65 million and lower distribution revenue of $10 million, partially offset by higher smart metering revenue of $12 million. Distribution revenue decreased due to lower units distributed of $12 million, the recovery in 20152016 of the December 2013 customer rebate of $11 million and unfavorable movements in regulatory provisions of $5 million and lower units distributed of $3 million, partially offset by higher tariff rates of $18$15 million. Operating income decreased $56 million for the first six months of 2017 compared to 2016 due to the stronger United States dollar of $32 million, higher depreciation of $14 million from additional assets placed in service and higher pension expense of $10 million.

BHE Pipeline Group

Operating revenue increased $4 million for the second quarter of 2017 compared to 2016 due to higher transportation revenues and higher gas sales of $13 million related to system balancing activities (largely offset in cost of sales) at Northern Natural Gas, partially offset by lower transportation revenues at Kern River. Operating income decreased $5 million for the second quarter of 20162017 compared to 20152016 due primarily to the stronger United States dollar of $9 millionlower transportation revenues at Kern River and higher distribution related costs of $3 million,operating expenses, partially offset by lower pension costs of $4 million.

Operating revenue decreased $59 million for the first six months of 2016 compared to 2015 due to the stronger United States dollar of $33 milliondepreciation expense and lower distribution revenues of $32 million, partially offset by higher smart meter revenue of $7 million. Distribution revenue decreased due to lower tariff rates of $29 million, mainly reflecting the impact of the new price control period effective April 1, 2015, and lower units distributed of $4 million. Operating income decreased $40 million for the first six months of 2016 compared to 2015 due to the lower distribution revenue, the stronger United States dollar of $17 million and higher distribution related costs of $8 million, partially offset by lower pension costs of $9 million.

BHE Pipeline Group

Operating revenue decreased $20 million for the second quarter of 2016 compared to 2015 due to lower gas sales of $24 million at Northern Natural Gas related to system balancing activities, which is largely offset in cost of sales. Operating income increased $4 million for the second quarter of 2016 compared to 2015 due to lower operating expenses due to the timing of overhauls and pipeline integrity projects, partially offset by higher depreciation.
Operating revenue decreased $37 million for the first six months of 2016 compared to 2015 due to lower gas sales of $27 million at Northern Natural Gas related to system balancing activities, which is largely offset in cost of sales, and lower transportation revenues at Northern Natural Gas from lower volumes and rates due to mild temperatures. Gas.

Operating income decreasedrevenue increased $4 million for the first six months of 20162017 compared to 20152016 due to the lowerhigher transportation revenues and higher depreciation,gas sales of $17 million related to system balancing activities (largely offset in cost of sales) at Northern Natural Gas, partially offset by lower operatingtransportation revenues at Kern River. Operating income increased $11 million for the first six months of 2017 compared to 2016 due primarily to a reduction in expenses dueand regulatory liabilities related to the timingimpact of overhaulsan alternative rate structure approved by FERC at Kern River, lower depreciation expense and pipeline integrity projects.

higher transportation revenues at Northern Natural Gas, partially offset by lower transportation revenues at Kern River and higher operating expenses.

BHE Transmission

Operating revenue decreased $168increased $176 million for the second quarter of 20162017 compared to 20152016 due primarily to a one-time reductions totaling $225reduction of $200 million from the 2015-2016 GTA decision received in May 2016 at AltaLink. TheAltaLink and $4 million from additional assets placed in service, partially offset by lower costs recovered in operating revenue and the stronger United States dollar of $8 million. Operating income increased $195 million for the second quarter of 2017 compared to 2016 due primarily to the higher operating revenue from the 2015-2016 GTA decision requiresthat required AltaLink to refund $200 million to customers by the end ofin 2016 through reduced monthly billings for the change from receiving cash during construction for the return on construction work-in-progress in rate base to recording allowance for borrowed and equity funds used during construction related to construction expenditures during the 2011 to 2014 time period. This amount isThe refund was offset inwith higher capitalized interest and allowance for equity funds. In addition, the decision requires AltaLink to change to the flow through method of recognizing income tax expense effective January 1, 2016. This change reduced operating revenue by $25 million with an offsetting impact to income tax expense. These one-time items were partially offset by $55 million from additional assets placed in-service and recovery of higher costs. Operating income decreased $180 million for the second quarter of 2016 compared to 2015 due to the lower operating revenues at AltaLink.

Operating revenue decreased $135increased $184 million for the first six months of 20162017 compared to 20152016 due primarily to a one-time reductions totaling $225reduction of $200 million from the 2015-2016 GTA decision received in May 2016 at AltaLink and $16 million due to the stronger United States dollar, partially offset by $106$10 million from additional assets placed in-service and recovery of higher costs.in service, partially offset by lower costs recovered in operating revenue. Operating income decreased $150increased $196 million for the first six months of 20162017 compared to 20152016 due primarily to the lowerchanges in operating revenue.

BHE Renewables

Operating revenue decreased $20increased $50 million for the second quarter of 20162017 compared to 20152016 due to an unfavorablehigher generation at the Solar Star projects of $20 million due to transformer related forced outages in 2016, additional wind and solar capacity placed in-service of $15 million, a favorable change in the valuation of a power purchase agreement derivative of $14 million, lower geothermal generation of $7$12 million and lower solarhigher geothermal generation of $4 million at the Solar Star Project, partially offset by higher wind generation at the Pinyon Pines and Jumbo Road projects of $4 million. Operating income decreased $14increased $32 million for the second quarter of 20162017 compared to 20152016 due to the decreaseincrease in operating revenue, partially offset by ahigher operating expense of $12 million and higher depreciation and amortization of $7 million, decrease in operatingeach due primarily to the additional wind and solar capacity placed in-service. Operating expense due toalso increased from the scope and timing of maintenance at certain geothermal plants and lower project acquisition costs.plants.

Operating revenue decreased $5increased $55 million for the first six months of 20162017 compared to 20152016 due to loweradditional wind and solar capacity placed in-service of $28 million, higher generation at the Solar Star projects of $25 million due to transformer related forced outages in 2016, higher production at the Casecnan project of $5 million due to higher rainfall and higher geothermal generation of $13 million, lower solar generation of $4 million, partially offset by lower generation at the Topaz Project and an unfavorable change in the valuationproject of $7 million due to a power purchase agreement derivative of $5 million, partially offset by higher wind generation at the Pinyon Pines and Jumbo Road projects of $15 million.scheduled maintenance outage. Operating income increased $4$23 million for the first six months of 20162017 compared to 20152016 due to lowerthe increase in operating revenue, partially offset by higher operating expense of $15$22 million partially offset byand higher depreciation and amortization of $7$12 million, fromeach due primarily to the additional solarwind and windsolar capacity placed in-service and the lower operating revenue of $4 million.in-service. Operating expense decreased due toalso increased from the scope and timing of maintenance at certain geothermal plantsplants. The change in depreciation and lower project acquisition costs, partially offset by additional solar and wind capacity placed in-service.amortization reflects a reduction of $4 million from the extension of the useful life of certain wind-generating facilities from 25 years to 30 years effective January 2017.



HomeServices

Operating revenue increased $83 million for the second quarter 2016 compared to 2015 due to an 11.5% increase in closed brokerage units. The increase in operating revenue was due to an increase from existing businesses totaling $29 million and an increase in acquired businesses totaling $54 million. The increase in existing businesses reflects a 1.9% increase in closed brokerage units, a 1.4% increase in average home sales prices and $9 million of higher mortgage revenue. Operating income increased $8$115 million for the second quarter of 20162017 compared to 2015 due to the higher revenues at existing and acquired businesses, partially offset by higher cost of sales and operating expense, primarily commission expense, at existing and acquired businesses.
Operating revenue increased $126 million for the first six months of 2016 compared to 2015 due to a 10.6%6.0% increase in closed brokerage units and a 1.5%9.7% increase in average home sales prices. The increase in operating revenue was due to an increase from existing businesses totaling $48$27 million and an increase in acquired businesses totaling $78$88 million. The increase in revenue from existing businesses reflectsis due to a 2.1% increase in closed brokerage units, a 2.7%4.1% increase in average home sales prices and $13 million of higher mortgage revenue.prices. Operating income increased $9$17 million for the second quarter of 2017 compared to 2016 due to higher earnings from existing franchise businesses, due mainly to a favorable settlement and a gain on the collection of notes receivables, and acquired brokerage businesses.

Operating revenue increased $209 million for the first six months of 20162017 compared to 20152016 due to the higher revenues atan 8.2% increase in closed brokerage units and a 7.3% increase in average home sales prices. The increase in operating revenue was due to an increase from existing businesses totaling $68 million and an increase in acquired businesses partially offset bytotaling $141 million. The increase in revenue from existing businesses is due to a 1.2% increase in closed brokerage units and a 2.5% increase in average home sales prices. Operating income increased $20 million for the first six months of 2017 compared to 2016 due primarily to higher costearnings from existing franchise businesses, due mainly to a favorable settlement and a gain on the collection of sales and operating expense, primarily commission expense, at existing and acquired businesses.

notes receivable.

BHE and Other

Operating revenue decreased $33$14 million for the second quarter of 20162017 compared to 20152016 due to lower electricity volumes and rates, partially offset by higher natural gas pricesvolumes and volumes,rates, at MidAmerican Energy Services, LLC. Operating loss increased $1$26 million for the second quarter of 20162017 compared to 20152016 due to higher other operating expensescosts and lower margins of $4 million at MidAmerican Energy Services, LLC.

Operating revenue decreased $52$30 million for the first six months of 20162017 compared to 20152016 due to lower electricity volumes and natural gas prices and volumes,rates, partially offset by higher electricity prices,natural gas rates, at MidAmerican Energy Services, LLC. Operating loss increased $2$31 million for the first six months of 20162017 compared to 20152016 due to lower margins of $7 million and higher operating expenses at MidAmerican Energy Services, LLC, partially offset by lower other operating expenses.costs.

Consolidated Other Income and Expense Items

Interest Expense

Interest expense is summarized as follows (in millions):
Second Quarter First Six MonthsSecond Quarter First Six Months
2016 2015 Change 2016 2015 Change2017 2016 Change 2017 2016 Change
                              
Subsidiary debt$347
 $346
 $1
  % $697
 $687
 $10
 1 %$345
 $347
 $(2) (1)% $691
 $697
 $(6) (1)%
BHE senior debt and other103
 101
 2
 2
 204
 204
 
 
106
 103
 3
 3
 211
 204
 7
 3
BHE junior subordinated debentures18
 29
 (11) (38) 40
 57
 (17) (30)6
 18
 (12) (67) 13
 40
 (27) (68)
Total interest expense$468
 $476
 $(8) (2) $941
 $948
 $(7) (1)$457
 $468
 $(11) (2) $915
 $941
 $(26) (3)

Interest expense on subsidiary debt increased $1decreased $11 million for the second quarter of 20162017 compared to 20152016 and $10$26 million for the first six months of 20162017 compared to 20152016 due to debt issuances at MidAmerican Funding, NV Energy, Northern Powergrid, AltaLinkrepayments of BHE junior subordinated debentures of $550 million in 2017 and BHE Renewables, partially offset by$2.0 billion in 2016, scheduled maturities and principal payments, early redemptions and the impact of foreign currency exchange rate movements of $4$7 million in the quarter and $10$9 million respectively.

Interest expense on BHE junior subordinated debentures decreased $11 million for the second quarter of 2016 compared to 2015 and $17 million forin the first six months, of 2016 compared to 2015 due to repayments totaling $500 million in June 2016, $500 million in March 2016, $250 million in December 2015partially offset by debt issuances at MidAmerican Funding, AltaLink and $600 million in June 2015.BHE Renewables.

Capitalized Interest

Capitalized interest increased $81decreased $93 million for the second quarter of 20162017 compared to 20152016 and $63$94 million for the first six months of 20162017 compared to 20152017 due primarily to $96 million recorded in the second quarter of 2016 from the 2015-2016 GTA decision received in May 2016 at AltaLink, which iswas offset in operating revenue, partially offset by lowerhigher construction work-in-progress balances at AltaLink, BHE Renewables, PacifiCorp and MidAmerican Energy.



Allowance for Equity Funds

Allowance for equity funds increased $85decreased $97 million for the second quarter of 20162017 compared to 20152016 and $69$95 million for the first six months of 20162017 compared to 20152016 due primarily to $104 million recorded in the second quarter of 2016 from the 2015-2016 GTA decision received in May 2016 at AltaLink, which iswas offset in operating revenue, partially offset by lowerhigher construction work-in-progress balances at AltaLink, PacifiCorp and MidAmerican Energy.

Other, net

Other, net decreased $9$4 million for the second quarter of 20162017 compared to 20152016 primarily due to unfavorable movementscosts associated with the early redemption of subsidiary long-term debt in the Pinyon Pines interest rate swaps of $7 million.2017.

Other, net decreased $25increased $11 million for the first six months of 20162017 compared to 2015 primarily2016 mainly due to a $13 million gain at MidAmerican Funding on the sale of a generating facility lease in 2015higher investment returns and unfavorable movementsfavorable changes in the Pinyon Pinesvaluations of interest rate swapsswap derivatives of $11 million.


$8 million, partially offset by costs associated with the early redemption of subsidiary long-term debt in 2017.

Income Tax Expense

Income tax expense increased $39decreased $38 million for the second quarter of 20162017 compared to 20152016 and the effective tax rate was 13% for 2017 and 19% for 2016 and 13% for 2015.2016. The effective tax rate increaseddecreased due to favorable United States income taxes on foreign earnings in 2015higher production tax credits recognized of $36$43 million, partially offset by unfavorable impacts of rate making of $11 million.

Income tax expense decreased $10$60 million for the first six months of 20162017 compared to 20152016 and the effective tax rate was 11% for 2017 and 17% for both 2016 and 2015.2016. The effective tax rate remained unchanged as favorable deferred state income tax benefits,decreased due to higher production tax credits recognized of $8$62 million and favorable impactslower consolidated deferred state income tax expense due to changes in the tax status of rate making of $6 million werecertain subsidiaries, partially offset by favorable United Stateshigher income taxestax expense on foreign earnings in 2015 of $30 million.higher pre-tax income.

Production tax credits are recognized in earnings for interim periods based on the application of an estimated annual effective tax rate to pretax earnings. Federal renewable electricity production tax credits are earned as energy from qualifying wind-powered generating facilities is produced and sold and are based on a per-kilowatt hour rate pursuant to the applicable federal income tax law. Wind-powered generating facilitieslaw and are eligible for the creditscredit for 10 years from the date the qualifying generating facilities wereare placed in-service. Production tax credits recognized in 20162017 were $141$203 million, or $8$62 million higher than 2015,2016, while production tax credits earned in 20162017 were $195$270 million, or $52$75 million higher than 2015.2016. The difference between production tax credits recognized and earned of $54$67 million as of June 30, 2016,2017, primarily at MidAmerican Energy, will be reflected in earnings over the remainder of 2016.2017.

Equity Income

Equity income increased $4decreased $8 million for the second quarter of 20162017 compared to 20152016 and $10 million for the first six months of 2017 compared to 2016 due to higherlower equity earnings of $8 million at Electric Transmission Texas, LLC, from continued investmentdue primarily to the impacts of new rates effective in March 2017, and additional plant placed in-service, partially offset by a loss of $3 millionlower pre-tax equity earnings from tax equity investments at BHE Renewables.

EquityNet Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests increased $4 million for the second quarter of 2017 compared to 2016 and $6 million for the first six months of 20162017 compared to 20152016 due to higher equity earnings of $9 million at Electric Transmission Texas, LLC from continued investment and additional plant placed in-service, partially offset by a loss of $6 million from tax equity investments at BHE Renewables.HomeServices' franchise business.





Liquidity and Capital Resources

Each of BHE's direct and indirect subsidiaries is organized as a legal entity separate and apart from BHE and its other subsidiaries. It should not be assumed that the assets of any subsidiary will be available to satisfy BHE's obligations or the obligations of its other subsidiaries. However, unrestricted cash or other assets that are available for distribution may, subject to applicable law, regulatory commitments and the terms of financing and ring-fencing arrangements for such parties, be advanced, loaned, paid as dividends or otherwise distributed or contributed to BHE or affiliates thereof. Refer to Note 17 of Notes to Consolidated Financial Statements in Item 8 of the Company's Annual Report on Form 10-K for the year ended December 31, 2015 for further discussion regarding the limitation of distributions from BHE's subsidiaries.

The Company's long-term debt may include provisions that allow BHE or its subsidiaries to redeem such debt in whole or in part at any time. These provisions generally include make-whole premiums. Refer to Note 17 of Notes to Consolidated Financial Statements in Item 8 of the Company's Annual Report on Form 10-K for the year ended December 31, 2016 for further discussion regarding the limitation of distributions from BHE's subsidiaries.

As of June 30, 20162017, the Company's total net liquidity was as follows (in millions):
    MidAmerican NV Northern          MidAmerican NV Northern      
BHE PacifiCorp Funding Energy Powergrid AltaLink Other TotalBHE PacifiCorp Funding Energy Powergrid AltaLink Other Total
                              
Cash and cash equivalents$10
 $59
 $204
 $177
 $32
 $15
 $281
 $778
$6
 $167
 $371
 $15
 $38
 $9
 $221
 $827
                              
Credit facilities2,000
 1,000
 609
 650
 200
 870
 1,003
 6,332
3,000
 1,000
 909
 650
 195
 1,022
 965
 7,741
Less:                              
Short-term debt(533) 
 
 
 
 (321) (615) (1,469)(1,745) 
 
 
 
 (283) (467) (2,495)
Tax-exempt bond support and letters of credit(11) (150) (190) (80) 
 (7) 
 (438)(7) (92) (220) (80) 
 (8) 
 (407)
Net credit facilities1,456
 850
 419
 570
 200
 542
 388
 4,425
1,248
 908
 689
 570
 195
 731
 498
 4,839
                              
Total net liquidity$1,466
 $909
 $623
 $747
 $232
 $557
 $669
 $5,203
$1,254
 $1,075
 $1,060
 $585
 $233
 $740
 $719
 $5,666
Credit facilities:                              
Maturity dates2019
 2018, 2019
 2017, 2018
 2018
 2020
 2017, 2020
 2016,
2017, 2018

  2018, 2020
 2020
 2018, 2020
 2020
 2020
 2017, 2018, 2021
 2017, 2018
  

Operating Activities

Net cash flows from operating activities for the six-month periods ended June 30, 2017 and 2016 and 2015 were $2.8$2.4 billion and $3.5$2.8 billion, respectively. The decrease was due primarily to a change was primarily due to lowerin income tax receipts of $733 millionpayments and paymenthigher cash payments for the USA Power final judgmentinterest, partially offset by improved operating results and postjudgment interest of $123 million.other changes in working capital.

In December 2015, the Protecting Americans from Tax Hikes Act of 2015 ("PATH") was signed into law, extending bonus depreciation for qualifying property acquired and placed in-service before January 1, 2020 (bonus depreciation rates will be 50% in 2015-2017, 40% in 2018, and 30% in 2019), with an additional year for certain longer lived assets. Production tax credits were extended and phased-out for wind power and other forms of non-solar renewable energy projects that begin construction before the end of 2019. Production tax credits are maintained at full value through 2016, at 80% of value in 2017, at 60% of value in 2018, and 40% of value in 2019. Investment tax credits were extended and phased-down for solar projects that are under construction before the end of 2021 (investment tax credit rates are 30% through 2019, 26% in 2020 and 22% in 2021; they revert to the statutory rate of 10% thereafter). As a result of PATH, the Company's cash flows from operations are expected to benefit in 2016 and beyond due to bonus depreciation on qualifying assets placed in-service andthrough 2019, production tax credits through 2029 and investment tax credits earned on qualifying wind and solar projects through 2021, respectively.

The timing of the Company's income tax cash flows from period to period can be significantly affected by the estimated federal income tax payment methods and assumptions used for each payment date.



Investing Activities

Net cash flows from investing activities for the six-month periods ended June 30, 2017 and 2016 and 2015 were $(2.5)$(2.437) billion and $(2.6)$(2.455) billion, respectively. The change was due primarily due to lower capital expenditures of $521$290 million and lower funding of tax equity investments, partially offset by a $264 million tax equity investment in 2016.higher cash paid for acquisitions.

Financing Activities

Net cash flows from financing activities for the six-month period ended June 30, 20162017 was $(642)$112 million. Uses of cash totaled $2.6 billion and consisted mainly of repayment of BHE junior subordinated debentures of $1.0 billion and repayments of subsidiary debt totaling $1.5 billion. Sources of cash totaled $1.9$1.8 billion related to $1.5and consisted of $1.2 billion of proceeds from subsidiary debt issuances and $465$617 million of net proceeds from short-term debt. Uses of cash totaled $1.7 billion and consisted mainly of repayments of BHE senior debt and junior subordinated debentures totaling $950 million and repayments of subsidiary debt totaling $668 million.

For a discussion of recent financing transactions, refer to Note 6 of Notes to Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.

Net cash flows from financing activities for the six-month period ended June 30, 20152016 was $(373)$(642) million. Uses of cash totaled $1.6$2.6 billion and consisted mainly of repaymentrepayments of subsidiary debt totaling $1.5 billion and repayments of BHE junior subordinated debentures of $600 million, repayments of subsidiary debt totaling $527 million, net repayments of short-term debt of $405 million and repurchases of common stock totaling $36 million.$1.0 billion. Sources of cash totaled $1.2$1.9 billion related toand consisted of $1.5 billion of proceeds from subsidiary debt issuances.issuances and $465 million net proceeds from short-term debt.

The Company may from time to time seek to acquire its outstanding debt securities through cash purchases in the open market, privately negotiated transactions or otherwise. Any debt securities repurchased by the Company may be reissued or resold by the Company from time to time and will depend on prevailing market conditions, the Company's liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Future Uses of Cash

The Company has available a variety of sources of liquidity and capital resources, both internal and external, including net cash flows from operating activities, public and private debt offerings, the issuance of commercial paper, the use of unsecured revolving credit facilities, the issuance of equity and other sources. These sources are expected to provide funds required for current operations, capital expenditures, acquisitions, investments, debt retirements and other capital requirements. The availability and terms under which BHE and each subsidiary has access to external financing depends on a variety of factors, including its credit ratings, investors' judgment of risk and conditions in the overall capital markets, including the condition of the utility industry and project finance markets, among other items.

Capital Expenditures

The Company has significant future capital requirements. Capital expenditure needs are reviewed regularly by management and may change significantly as a result of these reviews, which may consider, among other factors, changes in environmental and other rules and regulations; impacts to customers' rates; outcomes of regulatory proceedings; changes in income tax laws; general business conditions; load projections; system reliability standards; the cost and efficiency of construction labor, equipment and materials; commodity prices; and the cost and availability of capital. Expenditures for certain assets may ultimately include acquisitions of existing assets.



The Company's historical and forecast capital expenditures, each of which exclude amounts for non-cash equity AFUDC and other non-cash items, are as follows (in millions):
Six-Month Periods AnnualSix-Month Periods Annual
Ended June 30, ForecastEnded June 30, Forecast
2015 2016 20162016 2017 2017
Capital expenditures by business:
     
Capital expenditures by business:     
PacifiCorp$419
 $415
 $778
$415
 $370
 $825
MidAmerican Funding428
 506
 1,164
506
 546
 1,893
NV Energy223
 274
 573
274
 226
 439
Northern Powergrid382
 307
 637
307
 288
 591
BHE Pipeline Group88
 74
 275
74
 83
 362
BHE Transmission516
 272
 408
272
 146
 340
BHE Renewables556
 242
 572
242
 137
 310
HomeServices5
 8
 25
8
 11
 32
BHE and Other7
 5
 26
5
��6
 22
Total$2,624
 $2,103
 $4,458
$2,103
 $1,813
 $4,814

Capital expenditures by type:          
Wind generation$358
 $370
 $1,171
$370
 $234
 $1,343
Solar generation428
 9
 32
9
 52
 127
Electric transmission549
 234
 630
234
 190
 353
Environmental62
 31
 94
31
 35
 132
Other development projects22
 16
 137
Electric distribution and other operating1,205
 1,443
 2,394
Other growth198
 256
 567
Operating1,261
 1,046
 2,292
Total$2,624
 $2,103
 $4,458
$2,103
 $1,813
 $4,814

The Company's historical and forecast capital expenditures consisted mainly of the following:
Wind generation includes the following:
Construction of wind-powered generating facilities at MidAmerican Energy totaling $172$129 million and $236$172 million for the six-month periods ended June 30, 20162017 and 2015,2016, respectively. MidAmerican Energy anticipates costs for wind-powered generating facilities will total an additional $516$632 million for 2016.2017. In August 2016, the IUB issued an order approving ratemaking principles related to MidAmerican Energy is constructing 599Energy's construction of up to 2,000 MW (nominal ratings) that areof wind-powered generating facilities expected to be placed in-service in 2016,2017 through 2019. The ratemaking principles establish a cost cap of $3.6 billion, including AFUDC, and a fixed rate of return on equity of 11.0% over the proposed 40-year useful lives of those facilities in any future Iowa rate proceeding. The cost cap ensures that as long as total costs are below the cap, the investment will be deemed prudent in any future Iowa rate proceeding. Additionally, the ratemaking principles modify the revenue sharing mechanism currently in effect. The revised sharing mechanism will be effective in 2018 and will be triggered each year by actual equity returns if they are above the weighted average return on equity for MidAmerican Energy calculated annually. Pursuant to the change in revenue sharing, MidAmerican Energy will share 100% of the revenue in excess of this trigger with customers. Such revenue sharing will reduce coal and nuclear generation rate base, which 48 MW (nominal ratings) had been placed in-service asis intended to mitigate future base rate increases. Each of these projects is expected to qualify for 100% of production tax credits currently available.
Repowering certain existing wind-powered generating facilities at PacifiCorp and MidAmerican Energy and the construction of new wind-powered generating facilities at PacifiCorp totaling $90 million for the six-month period ended June 30, 2016.2017. PacifiCorp and MidAmerican Energy anticipate costs for these activities will total an additional $404 million for 2017. The repowering projects entail the replacement of significant components of older turbines. The energy production from the repowered and the new facilities is expected to qualify for 100% of the federal renewable electricity production tax credits available for ten years once the equipment is placed in-service.


Construction of wind-powered generating facilities at BHE Renewables totaling $198$18 million and $122$198 million for the six-month periods ended June 30, 2017 and 2016, and 2015, respectively. The Marshall Wind Project with a total capacity of 72 MW achieved commercial operation in April 2016 and the Jumbo Road Project with a total capacity of 300 MW achieved commercial operation in April 2015. BHE Renewables anticipates costs for wind-powered generating facilities will total an additional $265$70 million for 2016.in 2017 and $258 million in 2018. BHE Renewables is developing and constructing up to 400212 MW of wind-powered generating facilities in Nebraska.the state of Illinois.
Solar generation includes the following:construction of the community solar gardens project in Minnesota at BHE Renewables totaling $50 million for the six-month period ended June 30, 2017. BHE Renewables anticipates costs for the community solar gardens project will total an additional $73 million in 2017 and $18 million in 2018.
Construction of the Topaz Project totaling $- million and $49 million for the six-month periods ended June 30, 2016 and 2015, respectively. Final completion under the engineering, procurement and construction agreement occurred February 28, 2015, and project completion was achieved under the financing documents on March 30, 2015.
Construction of the Solar Star Projects totaling $9 million and $362 million for the six-month periods ended June 30, 2016 and 2015, respectively. Both projects declared July 1, 2015 as the commercial operation date in accordance with the power purchase agreements. Final completion under the engineering, procurement and construction agreements occurred November 30, 2015 and project completion was achieved under the financing documents on December 15, 2015.


Electric transmission includes investments for ALP's transmission system including directly assigned projects from the AESO, PacifiCorp's costs primarily associated with main grid reinforcement and the Energy Gateway Transmission Expansion Program, and MidAmerican Energy's MVPsMulti-Value Projects approved by the MISOMidcontinent Independent System Operator, Inc. for the construction of 245approximately 250 miles of 345 kV transmission line located in Iowa and Illinois.Illinois and AltaLink's directly assigned projects from the AESO.
Environmental includes the installation of new or the replacement of existing emissions control equipment at certain generating facilities at the Utilities, including installation or upgrade of selective catalytic reduction control systems and low nitrogen oxide burners to reduce nitrogen oxides, particulate matter control systems, sulfur dioxide emissions control systems and mercury emissions control systems, as well as expenditures for the management of coal combustion residuals.
Electric distributionOther growth includes projects to deliver power and other operatingservices to new markets, new customer connections and enhancements to existing customer connections.
Operating includes ongoing distribution systems infrastructure needed at the Utilities and Northern Powergrid and investments in routine expenditures for generation, transmission, generationdistribution and other infrastructure needed to serve existing and expected demand.

MidAmericanOncor Electric Delivery Company LLC Acquisition

On July 7, 2017, BHE and certain subsidiaries entered into an agreement and plan of merger (the "Merger Agreement") with Energy WindFuture Holdings Corp. (“EFH Corp.”) and Energy Future Intermediate Holding Company LLC whereby BHE will become the indirect owner of 80.03% of Oncor Electric Delivery Company LLC ("Oncor").

Pursuant to the Merger Agreement, the consideration funded by BHE for the acquisition of EFH Corp. will be $9.0 billion, which implies an equity value of approximately $11.25 billion for 100% of Oncor. The consideration is expected to be paid in cash, subject to certain terms and conditions set forth in the Merger Agreement. BHE’s primary shareholder has committed to provide the capital to fund the entire purchase price and BHE will fund the $9.0 billion purchase price by issuing common equity to its existing shareholders. Subject to numerous closing conditions, closing of the Merger Agreement is expected in the fourth quarter of 2017. BHE intends to acquire the remaining 19.97% minority interest positions in Oncor through transactions separate from the Merger Agreement.

Other Acquisitions

The Company completed various acquisitions totaling $588 million for the six-month period ended June 30, 2017. The purchase price for each acquisition was allocated to the assets acquired and liabilities assumed, which related primarily to development and construction costs for the 110-megawatt Alamo 6 solar project, the remaining 25% interest in the Silverhawk natural gas-fueled generation facility at Nevada Power and residential real estate brokerage businesses. There were no other material assets acquired or liabilities assumed.

Integrated Resource Plan

In April 2016, MidAmerican Energy2017, PacifiCorp filed its 2017 Integrated Resource Plan ("IRP") with the IUB an application for ratemaking principles relatedits state commissions. The IRP includes investments in renewable energy resources, upgrades to the constructionexisting wind fleet, and energy efficiency measures to meet future customer needs. Implementation of up to 2,000 MW (nominal ratings) of additional wind-powered generating facilities expected to be placedwind upgrades, new transmission, and new wind renewable resources will require an estimated $3.5 billion in service incapital investment from 2017 through 2019. The filing, which is subject to IUB approval, establishes a cost cap of $3.6 billion, including AFUDC, and provides for a fixed rate of return on equity of 11.5% over the proposed 40-year useful lives of those facilities in any future Iowa rate proceeding. The cost cap ensures that as long as total costs are below the cap, the investment will be deemed prudent in any future Iowa rate proceeding. Additionally, the filing proposes modifications to the revenue sharing mechanism currently in effect. The proposed sharing mechanism would be effective in 2018 and would be triggered each year by actual equity returns if they are above the weighted average return on equity for MidAmerican Energy calculated annually. Pursuant to the proposed change in revenue sharing, MidAmerican Energy would share 100% of the revenue in excess of this trigger with customers. Such revenue sharing would reduce coal and nuclear generation rate base, which is intended to mitigate future base rate increases. MidAmerican Energy has requested IUB approval by the end of the third quarter of 2016. If approved by the IUB, MidAmerican Energy expects to incur approximately $300 million of additional2020. PacifiCorp's forecast capital expenditures for 2018 through 2019 increased $723 million from the forecast included in BHE's 2016 which are not reflected in the current 2016 forecast.Annual Report on Form 10-K as a result of its 2017 IRP.

In July 2016, MidAmerican Energy filed with the IUB a settlement agreement between MidAmerican Energy and the intervenors in the ratemaking principles proceeding that resolves all contested issues associated with MidAmerican Energy’s application. All of the major terms of the application discussed above remain unchanged other than the fixed rate of return on equity over the 40‑year useful life of the facilities, which the settlement agreement modifies to 11.0%. The settlement agreement is subject to approval by the IUB.

Other Renewable Investments

The Company has invested in projects sponsored by third parties, commonly referred to as tax equity investments. Under the terms of these tax equity investments, the Company has entered into equity capital contribution agreements with the project sponsors that require contributions. The Company has made contributions of approximately $170 million in 2015, $264$584 million in 2016 and $85 million through June 30, 20162017, and expects to contribute $406$317 million for the remainder of 20162017 and $83 million in 2018 pursuant to these equity capital contribution agreements as the various projects achieve commercial operation. Once a project achieves commercial operation, the Company will enterenters into a partnership agreement with the project sponsor that directs and allocates the operating profits and tax benefits generated byfrom the project.

Contractual Obligations

As of June 30, 20162017, there have been no material changes outside the normal course of business in contractual obligations from the information provided in Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 20152016 other than the 2016 debt issuancesrecent financing transactions and the renewable tax equity investments previously discussed.


Quad Cities Generating Station Operating Status

Exelon Generation Company, LLC ("Exelon Generation"), the operator of Quad Cities Generating Station Units 1 and 2 ("Quad Cities Station") of which MidAmerican Energy has a 25% ownership interest, announced on June 2, 2016, its intention to shut down Quad Cities Station on June 1, 2018, as a result of Illinois not passing adequate legislation and Quad Cities Station not clearing the 2019-2020 PJM Interconnection, L.L.C. capacity auction. MidAmerican Energy has expressed to Exelon Generation its desire for the continued operation of the facility through the end of its operating license in 2032 and continues to workworked with Exelon Generation foron solutions to that end. An early shutdownIn December 2016, Illinois passed legislation creating a zero emission standard, which went into effect June 1, 2017. The zero emission standard requires the Illinois Power Agency to purchase zero emission credits and recover the costs from certain ratepayers in Illinois, subject to certain limitations. The proceeds from the zero emission credits will provide Exelon Generation additional revenue through 2027 as an incentive for continued operation of Quad Cities Station. For the nuclear assets already in rate base, MidAmerican Energy's customers will not be charged for the subsidy, and MidAmerican Energy will not receive additional revenue from the subsidy.

On February 14, 2017, two lawsuits were filed with the United States District Court for the Northern District of Illinois ("Northern District of Illinois") against the Illinois Power Agency alleging that the state’s zero emission credit program violates certain provisions of the U.S. Constitution. Both complaints argue that the Illinois zero emission credit program will distort the FERC’s energy and capacity market auction system of setting wholesale prices. As majority owner and operator of Quad Cities Station, beforeExelon Generation intervened in both suits and filed motions to dismiss in both matters. On July 14, 2017, the endNorthern District of its operating license would requireIllinois granted the motions to dismiss. On July 17, 2017, the plaintiffs filed appeals with the United States Court of Appeals for the Seventh Circuit.

On January 9, 2017 the Electric Power Supply Association filed two requests with the FERC seeking to expand Minimum Price Offer Rule ("MOPR") provisions to apply to existing resources receiving zero emission credit compensation. If successful, an evaluationexpanded MOPR could result in an increased risk of MidAmerican Energy's legal rights pursuant to the Quad Cities Station agreements withnot clearing in future capacity auctions and Exelon Generation. In addition,Generation no longer receiving capacity revenues for the carrying valuefacility. As majority owner and classificationoperator of assets and liabilities related to Quad Cities Station, on MidAmerican Energy's balance sheets would needExelon Generation has filed protests at the FERC in response to be evaluated, and a determination madeeach filing. The timing of the sufficiencyFERC’s decision with respect to both proceedings is currently unknown and the outcome of the nuclear decommissioning trust fund to fund decommissioning costs at an earlier retirement date. If the trust fundthese matters is determined to be deficient, MidAmerican Energy may be required to contribute additional assets to the trust fund or directly pay certain decommissioning costs.currently uncertain.



Regulatory Matters

BHE's regulated subsidiaries and certain affiliates are subject to comprehensive regulation. The discussion below contains material developments to those matters disclosed in Item 1 of each Registrant's Annual Report on Form 10-K for the year ended December 31, 20152016, and new regulatory matters occurring in 2016.2017.

Wholesale Electricity and CapacityPacifiCorp

In June 2017, PacifiCorp filed two applications each with the UPSC, IPUC and the WPSC for the Energy Vision 2020 project. The FERC regulatesfirst application seeks approvals to construct or procure four new Wyoming wind resources with a total capacity of 860 megawatts and certain transmission facilities. PacifiCorp estimates that the Utilities' rates charged to wholesale customers for electricitycombined wind and transmission capacityprojects will cost approximately $2 billion. The UPSC has set a procedural schedule with hearings to occur in March 2018, and related services. Mostschedules in Idaho and Wyoming will be set after the expiration of public notice periods in August 2017. The second application seeks approval of PacifiCorp's resource decision to upgrade or “repower” existing wind resources, as prudent and in the Utilities' wholesale electricity salespublic interest. PacifiCorp estimates that the wind repowering project will cost approximately $1.13 billion. The UPSC has set a procedural schedule with hearings to occur in November 2017 with requested approval in December 2017. Schedules in Idaho and purchases occur under market-based pricing allowed byWyoming will also be set after the FERC and are therefore subject to market volatility.
The Utilities' and BHE Renewables' authority to sell electricityexpiration of public notice periods in wholesale electricity markets at market-based rates is subject to triennial reviews conducted by the FERC. Accordingly, the Utilities and BHE Renewables are required to submit triennial filings to the FERC that demonstrate a lack of market power over sales of wholesale electricity and electric generation capacity in their respective market areas. In June 2016, BHE Renewables submitted a triennial filing to the FERCAugust 2017. Both applications seek approval for the southwest region and PacifiCorp and NV Energy submitted a triennial filing forproposed ratemaking treatment associated with the northwest region. These filings are pending at the FERC. On December 9, 2014, the FERC issued an order requesting that the BHE subsidiaries having authority to sell power and energy at market-based rates, including the Utilities, show cause why their market-based rate authority remains just and reasonable following BHE's acquisition of NV Energy. In June 2016, the FERC issued an order for all BHE subsidiaries, including the Utilities, with market-based rates to amend their respective market-based tariffs to preclude them from selling in the PacifiCorp East, PacifiCorp West, Idaho Power Company and NorthWestern Corporation balancing authority areas (the "Mitigated BAAs") at market-based rates. These tariff amendments have been filed. In addition, the specified BHE subsidiaries were ordered to issue refunds for market-based wholesale electricity sales in the Mitigated BAAs for the period from January 2015 through April 2016, to the extent such sales were priced above cost-based rates. Such refunds, totaling less than $1 million, were made by PacifiCorp, Nevada Power and Sierra Pacific in July 2016. MidAmerican Energy and BHE Renewables do not transact in the Mitigated BAAs. In July 2016, the specified BHE subsidiaries affected in the order filed a request for rehearing and clarification. The specified BHE subsidiaries affected in the order do not believe the order will have a material impact on their respective consolidated financial statements.

PacifiCorpprojects.

Utah

In March 2016,2017, PacifiCorp filed its annual Energy Balancing Account ("EBA") with the UPSC requesting recovery of $19seeking approval to refund to customers $7 million in deferred net power costs for the period January 1, 20152016 through December 31, 2015. If approved by2016, reflecting the UPSC,difference between base and actual net power costs in the new rates will be2016 deferral period. In April 2017, PacifiCorp revised its recommendation and requested approval to refund an additional $7 million to customers resulting in an interim rate reduction of $14 million. The rate change became effective November 2016.on an interim basis May 1, 2017.

In March 2016,2017, PacifiCorp filed its annual Renewable Energy Credit ("REC")REC balancing account application with the UPSC requesting recovery of $7seeking to refund to customers $1 million for the period January 1, 20152016 through December 31, 2015.2016 for the difference in base and actual renewable energy credits. The UPSC approvedrate change became effective on an interim rates effectivebasis June 2016, until a final order is issued.1, 2017.



TheAs a result of the Utah Sustainable Transportation and Energy Plan legislation that was signed into law in March 2016. The legislation establishes a five-year pilot program to provide up to $10 million annually of mandated funding for electric vehicle infrastructure and clean coal research, and authorizes funding at the commission's discretion for solar development, utility-scale battery storage, and other innovative technology, economic development and air quality initiatives. The legislation allows PacifiCorp to change its regulatory accounting for energy efficiency services and programs from expense to capital, to be amortized over a ten-year period. The difference between amounts collected in rates for energy efficiency services and programs and the annual amount of cost amortization will result in a regulatory liability that may be used for depreciation of its coal-fired plants, as determined by the commission. Beginning June 1, 2016, the legislation mandates full recovery of Utah's share of incremental fuel, purchased power and other variable supply costs through the EBA that are not fully in base rates rather than the prior recovery of 70%. The legislation also allows for the approval by the UPSC of a renewable energy tariff that would allow qualifying customers to receive 100% renewable energy from PacifiCorp. In June 2016, PacifiCorp filed an application in September 2016 seeking approval of itsa proposed renewable energy tariff.five-year pilot program with an annual budget of $10 million authorized under the legislation to address clean-coal technology programs, commercial line extension programs, an electric vehicle incentive program and associated residential time of use rate pilot, and other programs authorized in legislation. The UPSC issued orders approving PacifiCorp's application in phases in December 2016, May 2017, and June 2017.

In November 2016, PacifiCorp filed cost of service analyses, as ordered by the UPSC, to quantify the cost shifting due to net metering. The UPSC ordered the analyses to comply with a 2014 law requiring the examination of whether the costs of net metering exceed the benefits to PacifiCorp and other customers. The filing includes a proposal for a new rate schedule for residential customer generators with a three-part rate based on the cost of serving this class of customer, which will mitigate future cost shifting. PacifiCorp proposed that the new rate schedule only apply to new net metering customers that submit applications after December 9, 2016. On December 9, 2016, PacifiCorp requested that the effective date for the start of a transitional tariff be suspended while it works with stakeholders on a collaborative process to resolve net metering rate design issues. The filing also requests an increase in the application fees for net metering. In February 2017, the UPSC ruled on motions to dismiss and requests for a show cause order for a regulatory rate review filed by various parties to the docket and denied the motions. The UPSC has set a procedural schedule with hearings to occur in August 2017.

Oregon

In April 2016,March 2017, PacifiCorp submitted its initial filing for the annual TransitionTransitional Adjustment Mechanism ("TAM") filing in Oregon requesting an annual increase of $20$18 million, or an average price increase of 2%1.5%, based on forecasted net power costs and loads for calendar year 2017.2018. Consistent with the passage of Oregon Senate Bill 1547-B ("SB 1547-B"),1547, the filing includes an update of the impact of expiring production tax credits, which accountaccounts for $5$6 million of the requested increase.total rate adjustment. The filing was updated in July to reflect changes in contracts and market conditions. The updated filing is requesting an annual increase of $8 million, or an average price increase of 0.6%. The filing will be updated for changes in contracts and market conditions again in November 2016,2017, before final rates become effective in January 2017.2018.



Wyoming

In March 2016,April 2017, PacifiCorp filed its annual Energy Cost Adjustment Mechanism ("ECAM") and Renewable Energy CreditREC and Sulfur Dioxide Revenue Adjustment Mechanism ("RRA") applications with the WPSC. The ECAM filing requests approval to recover $12refund to customers $5 million in deferred net power costs for the period January 1, 20152016 through December 31, 2015,2016, and the RRA application requests approval to refund to customers $1 million to customers.million. In May 2016,June 2017, the WPSC approved the ECAM and RRA rates on an interim basis until a final order is issued by the WPSC.

Washington

In December 2013,August 2017, PacifiCorp submitted a compliance filing to implement the WUTCsecond-year rate increase approved an annual increaseas part of $17 million, or an average price increase of 6%, effective December 2013 related to a general rate case filed in January 2013 requesting $37 million, or an average price increase of 12%. In January 2014, PacifiCorp filed a petition for judicial review of certain findings of the WUTC's December 2013 order. In April 2016, the Washington Court of Appeals issued its order in the appeal of the general rate case. The two issues before the court were the WUTC's decisions to: (1) re-price power purchase agreements with California and Oregon qualifying facilities at market prices; and (2) the cost of capital, including use of a hypothetical capital structure. The court affirmed the WUTC, deferring to the WUTC's discretion in ratemaking and concluding that it did not abuse that discretion.

In May and June 2016, the WUTC held evidentiary hearings in PacifiCorp's November 2015 rate filing, two-year rate plan and decoupling mechanism proceeding. PacifiCorp's rebuttalin the 2015 regulatory rate review. The compliance filing requests a revenue increase of $9will include rates based on the $8 million, or an average price2.3%, increase of 3%,ordered by the WUTC in September 2016. If approved by the WUTC, the rates would be effective in mid-2016, and a second step revenue increase of $10 million, or an average price increase of 3%, effective in mid-2017. As part of the proposed rate plan, PacifiCorp is proposing to not file a general rate case in Washington with rates effective earlier than mid-2018. A final decision is expected in August 2016.September 2017.

Idaho

In February 2016,January 2017, a $1 million, or 0.4%, decrease in base rates became effective as a result of a filing made with the IPUC to update net power costs in base rates in compliance with a prior rate plan stipulation.

In March 2017, PacifiCorp filed its annual ECAM application with the IPUC requesting recovery of $17 million, consisting primarily of $7$8 million for deferred costs in 2016. This filing includes recovery of the difference in actual net power costs $6 millionto the base level in rates, an adder for recovery of the difference between REC revenues included in base rates and actual REC revenues and $4 million for a Lake Side 2 resource, adder. In March 2016, therecovery of Deer Creek longwall mine investment, and changes in production tax credits and renewable energy credits. The IPUC approved recovery of $17 millionthe ECAM application with rates effective April 2016.June 1, 2017.

California

In March 2016,April 2017, PacifiCorp filed an application with the CPUC approved PacifiCorp's applicationfor an overall rate increase of 1.3% to recover $3 million of costs recorded in the catastrophic events memorandum account over a $1 million revenue requirement associated withtwo-year period effective April 1, 2018. The catastrophic events memorandum account includes costs for implementing drought-related fire hazard mitigation costs recorded in its catastrophic events memorandum account in 2014.measures and storm damage and recovery efforts associated with the December 2016 and January 2017 winter storms.


In August 2017, PacifiCorp filed for a rate decrease of $1 million, or 1.1%, through its annual Energy Cost Adjustment Clause. If approved by the CPUC, the rates would be effective January 2018.

NV Energy (Nevada Power and Sierra Pacific)

Regulatory Rate Reviews

In June 2017, Nevada Power filed an electric regulatory rate review with the PUCN. The filing requested no incremental annual revenue relief. An order is expected by the end of 2017 and, if approved, would be effective January 1, 2018.

In June 2016, Sierra Pacific filed an electric regulatory rate review with the PUCN. The filing requested no incremental annual revenue relief. In October 2016, Sierra Pacific filed with the PUCN a settlement agreement resolving most, but not all, issues in the proceeding and reduced Sierra Pacific's electric revenue requirement by $3 million spread evenly to all rate classes. In December 2016, the PUCN approved the settlement agreement and established an additional six MW of net metering capacity under the grandfathered rates, which are those net metering rates that were in effect prior to January 2016; the order establishes cost-based rates and a value-based excess energy credit for customers who choose to install private generation after the six MW limitation is reached. The new rates were effective January 1, 2017. In January 2017, Sierra Pacific filed a petition for reconsideration relating to the creation of the additional six MWs of net metering at the grandfathered rates. Sierra Pacific believes the effects of the PUCN decision result in additional cost shifting to non-net metering customers and reduces the stipulated rate reduction for other customer classes. In June 2017, the PUCN denied the petition for reconsideration.

In June 2016, Sierra Pacific filed a gas regulatory rate review with the PUCN. The filing requested a slight decrease in its incremental annual revenue requirement. In October 2016, Sierra Pacific filed with the PUCN a settlement agreement resolving all issues in the proceeding and reduced Sierra Pacific's gas revenue requirement by $2 million. In December 2016, the PUCN approved the settlement agreement. The new rates were effective January 1, 2017.



Chapter 704B Applications

In November 2014, one Nevada Power retail electric customer filed an application with the PUCN to purchase energy from a provider of a new electric resource and become a distribution only service customer, as allowed by Chapter 704B of the Nevada Revised Statutes. Chapter 704BStatutes allows retail electric customers with an average annual load of one MW or more to file a letter of intent and application with the PUCN to acquire electric energy and ancillary services from another energy supplier. Thean application was denied in June 2015 and the customer subsequently filed a petition for reconsideration. In July 2015, the PUCN approved a settlement between the customer and Nevada Power. In October 2015, the PUCN approved a separate green energy agreement between Nevada Power and the customer and tariff changes embedded in the settlement agreement. The customer withdrew its petition for reconsideration in November 2015.

In May 2015, three additional Nevada Power customers filed applications to purchase energy from a provideralternative providers of a new electric resource and become a distribution only service customer.customers. On a case-by-case basis, the PUCN will assess the application and may deny or grant the application subject to conditions, including paying an impact fee, paying on-going charges and receiving approval for specific alternative energy providers and terms. The impact fee and on-going charges are assessed to alleviate the burden on other Nevada customers for the applicants' share of previously committed investments and long-term renewable contracts and are set at a level designed such that the remaining customers are not subjected to increased costs.

In May 2015, MGM Resorts International ("MGM") and Wynn Las Vegas, LLC ("Wynn"), filed applications with the PUCN to purchase energy from alternative providers of a new electric resource and become distribution only service customers of Nevada Power. In December 2015, the PUCN granted the applications of the three customers subject to conditions, including paying an impact fee, on-going charges and receiving approval for specific alternative energy providers and terms. The costs associated with the impact fee and on-going charges were assessed to reimburse Nevada Power for the customers’ share of previously committed investments and long-term renewable contracts. The impact fee is set at a level designed to insure remaining customers are not subjected to increased costs. In December 2015, the customersapplicants filed petitions for reconsideration. In January 2016, the PUCN granted reconsiderationsreconsideration and updated some of the terms, including removing a limitation related to energy purchased indirectly from NV Energy. OneIn September 2016, MGM and Wynn paid impact fees of the$82 million and $15 million, respectively. In October 2016, MGM and Wynn became distribution only service customers subsequently filed a petition for judicial review and a complaint for declaratory relief in state district court. In June 2016, two of the customers made the required compliance filings and the PUCN issued orders allowing the customers to acquire electricstarted procuring energy and ancillary services from another energy suppliersupplier. In April 2017, Wynn filed a motion with the PUCN seeking relief from the January 2016 order and requested the PUCN adopt an alternative impact fee and revise on-going charges associated with retirement of assets and high cost renewable contracts. In May 2017, a stipulation reached between MGM, Regulatory Operations Staff and the Bureau of Consumer Protection was filed requiring Nevada Power to credit $16 million as an offset against MGM's remaining impact fee obligation and, in June 2017, the PUCN approved the stipulation as filed.

In September 2016, Switch, Ltd. ("Switch"), a customer of the Nevada Utilities, filed an application with the PUCN to purchase energy from alternative providers of a new electric resource and become a distribution only service customer of Nevada Power. The two customers have subsequently each filed a Notice of Intent to Proceed with the PUCN. The third customer did not make its compliance filing before the required deadline. There are no applications pursuant to Chapter 704B pending beforePower and Sierra Pacific. In December 2016, the PUCN approved a stipulation agreement that allows Switch to purchase energy from alternative providers subject to conditions, including paying an impact fee to Nevada Power. In May 2017, Switch paid impact fees of $27 million and, in Nevada Power's respectiveJune 2017, Switch became a distribution only service territory.customer and started procuring energy from another energy supplier.

In JulyNovember 2016, one Sierra Pacific retail electricCaesars Enterprise Service ("Caesars"), a customer of the Nevada Utilities, filed an application with the PUCN to acquirepurchase energy from alternative providers of a new electric energy and ancillary services from another energy supplierresource and become a distribution only service customer.customer of Nevada Power and Sierra Pacific. In March 2017, the PUCN approved the application allowing Caesars to purchase energy from alternative providers subject to conditions, including paying an impact fee. In March 2017, Caesars provided notice that it intends to pay the impact fee and proceed with purchasing energy from alternative providers.

In May 2017, Peppermill Resort Spa Casino ("Peppermill"), a customer of Sierra Pacific, filed an application with the PUCN to purchase energy from alternative providers of a new electric resource and become a distribution only service customer of Sierra Pacific.

Net Metering

Nevada enacted Senate Bill 374 ("SB 374") on June 5, 2015. The legislation required the Nevada Utilities to prepare cost-of-service studies and propose new rules and rates for customers who install distributed, renewable generating resources. In July 2015, the Nevada Utilities made filings in compliance with SB 374 and the PUCN issued final orders December 23, 2015.

The final orders issued by the PUCN establish separate rate classes for customers who install distributed, renewable generating facilities. The establishment of separate rate classes recognizes the unique characteristics, costs and services received by these partial requirements customers. The PUCN also established new, cost-based rates or prices for these new customer classes, including increases in the basic service charge and related reductions in energy charges. Finally, the PUCN established a separate value for compensating customers who produce and deliver excess energy to the Nevada Utilities. The valuation will consider eleven factors, including alternatives available to the Nevada Utilities. The PUCN established a gradual, five-step process for transition over four years to the new, cost-based rates.



In January 2016, the PUCN denied requests to stay the order issued December 23, 2015. The PUCN also voted to reopen the evidentiary proceeding to address the application of new net metering rules for customers who applied for net metering service before the issuance of the final order. In February 2016, the PUCN affirmed most of the provisions of the December 23, 2015 order and adopted a twelve-year transition plan for changing rates for net metering customers to cost-based rates for utility services and value-based pricing for excess energy. Subsequently, two solar industry interest groups filed petitions for judicial review of the PUCN order issued in February 2016. The petitions request that the court either modify the PUCN order or direct the PUCN to modify its decision in a manner that would maintain rates and rules of service applicable to net metering as existed prior to the December 23, 2015 order of the PUCN. Two of the three petitions filed by the solar industry interest groups have been dismissed and a third remains pending before a state district court.dismissed. In addition, a referendum has been filed in Nevada to modifySeptember 2016, the statutes applicable to net metering. This referendum was challenged in Nevada state district court issued an order in the third petition. The court concluded that the PUCN failed to provide existing net metering customers adequate legal notice of the proceeding. The court affirmed the PUCN's decision to establish new net energy metering rates and the court determined the referendum was not consistent with the Nevada Constitution.apply those to new net metering customers. The Nevada state district court decision was appealed to the Nevada Supreme Court.

In AugustJuly 2016, the Nevada Supreme Court upheldUtilities filed applications with the Nevada state district court decision.



General Rate Cases

PUCN to revert back to the original net metering rates for a period of twenty years for customers who installed or had an active application for distributed, renewable generating facilities as of December 31, 2015. In JuneSeptember 2016, the PUCN issued an order accepting the stipulation and approved the applications as modified by the stipulation. In December 2016, as a part of Sierra Pacific's regulatory rate review, the PUCN issued an order establishing an additional six MWs of net metering under the grandfathered rates in the Sierra Pacific service territory; the order establishes cost-based rates and a value-based excess energy credit for customers who choose to install private generation after the six MW limitation is reached. As mentioned above, Sierra Pacific filed an electric general rate case witha petition for reconsideration relating to the PUCN. The filing requests no incremental annual revenue relief. An order is expected by the endadditional six MWs of 2016 and, if approved, would be effective January 1,net metering, which was denied in June 2017.

In June 2016, Sierra PacificMarch 2017, the Nevada Utilities filed a gas generaljoint application with several solar companies to extend the period for eligible customers to opt into the grandfathered net metering rates. The PUCN voted to approve the application and give qualifying customers until July 2017 to make this election.

Nevada enacted Assembly Bill 405 ("AB 405") on June 15, 2017. The legislation, among other things, established net metering crediting rates for private solar customers with installed net metering systems less than 25 kilowatts. Under AB 405, private solar customers will be compensated at 95% of the rate casethe customer would have paid for a kilowatt-hour of electricity supplied by the Nevada Utilities for the first 80 MWs of cumulative installed capacity of all net metering systems in Nevada, 88% of the rate the customer would have paid for a kilowatt-hour of electricity supplied by the Nevada Utilities for the next 80 MWs of cumulative installed capacity in Nevada, 81% of the rate the customer would have paid for a kilowatt-hour of electricity supplied by the Nevada Utilities for the next 80 MWs of cumulative installed capacity in Nevada, and 75% of the rate the customer would have paid for a kilowatt-hour of electricity supplied by the Nevada Utilities for any additional installed rooftop solar capacity. In July 2017, the Nevada Utilities filed with the PUCN.PUCN proposed amendments to their tariffs necessary to comply with the provisions of AB 405. The filing requestsin July 2017 also included a slight decreaseproposed optional time of use rate tariff for both Nevada Power and Sierra Pacific.

Energy Choice Initiative

In November 2016, a majority of Nevada voters supported a ballot measure to amend Article 1 of the Nevada Constitution. If approved again in its incremental annual revenue requirement. Anthe general election of 2018, the proposed constitutional amendment would require the Nevada Legislature to create, on or before July 2023, an open and competitive retail electric market that includes provisions to reduce costs to customers, protect against service disconnections and unfair practices, and prohibit the granting of monopolies and exclusive franchises for the generation of electricity. The outcome of any customer choice initiative could have broad implications to the Nevada Utilities. The Governor issued an executive order is expectedestablishing the Governor’s Committee on Energy Choice in which the Nevada Utilities have representation. The Nevada Utilities are engaged in the initiative process and with the Governor's Committee on Energy Choice but cannot assess or predict the outcome of the potential constitutional amendment or the financial impact, if any, at this time. The uncertainty created by the endballot initiative complicates both the short-term allocation of 2016resources and if approved, would be effective January 1, 2017.long-term resource planning for the Nevada Utilities, including the ability to forecast load growth and the timing of resource additions. This uncertainty in planning is evidenced by a recent decision the PUCN issued denying Nevada Power’s proposed purchase of the South Point Energy Center, citing the unknown outcomes of the energy choice initiative as one of the factors considered in their decision.



ALP

General Tariff Applications

In November 2014, ALP filed a GTA askingrequesting the AUC to approve revenue requirements of C$811 million for 2015 and C$1.0 billion for 2016, primarily due to continued investment in capital projects as directed by the AESO. ALP amended the GTA in June 2015 to propose additional transmission tariff relief measures for customers and modifications to its capital structure. ALP also amended the GTA in October 2015 resulting in revenue requirements of C$672 million for 2015 and C$704 million for 2016.2015. In May 2016, the AUC issued Decision 3524-D01-2016its decision pertaining to the 2015-2016 GTA. ALP filed its 2015-2016 GTA compliance filing in July 2016 in response to comply with the AUC's decision pertainingand to provide customers with tariff relief through: (i) the discontinuance of construction work-in-progress ("CWIP") in rate base and the return to AFUDC accounting effective January 1, 2015, and (ii) the refund of previously collected CWIP in rate base as part of ALP's transmission tariffs during 2011-2014 less related returns. In October 2016, ALP amended its 2015-2016 GTA compliance filing made in July 2016 to reflect the impacts of the generic cost of capital decision issued in October 2016.

In December 2016, the AUC issued its decision with respect to ALP’s 2015-2016 GTA compliance filing made in July 2016, as amended. The AUC found that ALP has either complied with or the AUC has otherwise relieved ALP from its compliance with all its directions in its decision except for Directive 47, which dealt with the determination of the refund for previously collected CWIP-in-rate base and all related amounts. In January 2017, ALP filed its second compliance filing as directed by the AUC and requested a technical conference to explain the technical aspects of the filing.

In March 2017, the technical conference was held, and all key aspects of ALP’s approach and methodologies used in its second compliance filing to comply with AUC directives were reviewed and discussed. In April 2017, ALP filed with the AUC an amendment to its second compliance filing asking to remove C$7 million of recapitalized AFUDC associated with canceled projects that were not capitalized to rate base, and to increase the amount of income tax refund related to previously collected CWIP-in-rate base by C$4 million. As a result of this amendment, ALP’s forecast transmission tariffs were reduced from C$679 million to C$675 million for 2016, and remained unchanged at C$599 million for 2015, compared to the 2015-2016 GTA. FollowingJanuary 2017 second compliance filing, as amended.

During the AUC's assessment of whethersecond quarter 2017, ALP responded to information requests from the refiling compliesAUC with respect to its second compliance filing amendment filed in April 2017. Further direction or a final decision from the decision,AUC is expected in the third quarter 2017. Once the AUC approves ALP’s second compliance filing, as amended, final transmission tariff rates for the 2015 and 2016 test years will be set, subject to further adjustment through the deferral account reconciliation process.

The compliance filing asks the AUC to approve revenue requirements of C$599 million for 2015 and C$685 million for 2016. The decreased revenue requirements requested in the compliance filing, as compared to the original 2015-2016 GTA filing in November 2014, were based on changes to several key components considered in Decision 3524-D01-2016. Among other things, the AUC:
Approved ALP's proposed immediate tariff relief of C$415 million for customers for 2015 and 2016, through (i) the discontinuance of construction work-in-progress in rate base and the return to AFUDC accounting effective January 1, 2015, resulting in a C$82 million reduction of revenue requirement and the refund of C$277 million previously collected as construction work-in-progress ("CWIP") in rate base as part of ALP's transmission tariffs during 2011-2014 less related returns of C$12 million and (ii) the continued application of the future income tax method for calculating income taxes for 2015 and a change to the flow through method for calculating income taxes for 2016, resulting in further tariff relief of C$68 million;
Denied ALP's request for increases in its common equity ratio of 3% in 2015 and 1% in 2016;
Deferred to the generic cost of capital proceeding ALP's request for changes to its capital structure, including an additional 2% increase in the common equity ratio in 2016 as a result of its non-taxable status; and
Approved ALP's depreciation rates as filed, but reduced most of ALP's salvage rates to 2014 levels, which resulted in a reduction of revenue of about C$87 million over two years.
In Decision 3524-D01-2016, the AUC also approved the capital forecasts substantially as filed, but directed ALP to use as part of its refiling the actual amount of capital additions for direct assign projects brought into service in 2015, and ALP's revised capital additions forecast for 2016, which were approximately C$2.9 billion and C$0.7 billion, respectively.

In July 2016, ALP also submitted a separate transmission tariff application requesting approval from the AUC to reduce the 2016 interim refundable tariff from C$61 million per month to C$12 million per month, for the period August 1, 2016 to December 31, 2016, in alignment with its compliance filing. The AUC previously approved in December 2015 ALP's request to continue its C$61 million monthly 2015 interim transmission tariff for the 2016 year.

ALP updated and refiled its 2017-2018 GTA in August 2016 to reflect the findings and conclusions of the AUC presented in theits 2015-2016 GTA decision issued in May 2016. In October 2016, ALP amended its 2017-2018 GTA to reflect the impacts of the generic cost of capital decision issued in October 2016 and other updates and revisions. The updated GTA asksamendment requests the AUC to approve ALP's revenue requirement of C$886891 million for 2017 and C$912919 million for 2018. In November 2016, the AUC approved the 2017 interim refundable transmission tariff at C$70 million per month effective January 2017. In December 2016, the AUC approved ALP's request to enter into a negotiated settlement process. In January 2017, the parties successfully reached a negotiated settlement on all aspects of ALP’s 2017-2018 GTA and in February 2017, ALP filed with the AUC the 2017-2018 negotiated settlement application for approval. The application consists of negotiated reductions of C$16 million of operating expenses and C$40 million of transmission maintenance and information technology capital expenditures over the two years, as well as an increase to miscellaneous revenue of C$3 million. These reductions resulted in a C$24 million, or 1.3%, net decrease to the two-year total revenue requirement applied for in ALP’s 2017-2018 GTA amendment filed in October 2016. In addition, ALP proposed to provide significant tariff relief through the refund of previously collected accumulated depreciation surplus of C$130 million (C$125 million net of other related impacts). The negotiated settlement agreement also provides for additional potential reductions over the two years through a 50/50 cost savings sharing mechanism.

The total tariff relief proposedDuring the second quarter 2017, ALP responded to information requests from the AUC with respect to its 2017-2018 negotiated settlement agreement application filed in February 2017. Further direction or a final decision from the 2015-2016 GTA and the 2017-2018 GTA for ALP's customersAUC is approximately C$597 million over the 2015-2018 period.expected in 2017.



20162018 Generic Cost of Capital Proceeding

In April 2015,July 2017, the AUC opened a newdenied the utilities’ request that the interim determinations of 8.5% return on equity and deemed capital structures for 2018 be made final, by stating that it is not prepared to finalize 2018 values in the absence of an evidentiary process and its intention to issue the generic cost of capital proceedingdecision for 2018, 2019 and 2020 by the end of 2018 to setreduce regulatory lag. The AUC also confirmed the deemed capital structure and generic returnsprocess timelines with an oral hearing scheduled for 2016 and 2017. ALP filed evidence in January 2016. ALP's external rate of return expert evidence proposes 9% to 10.5% return on equity, on a recommended equity component of 40%, compared to the placeholder return on equity of 8.3% on a 36% equity component. The fair return and equity thickness recommended reflect the concerns noted by rating agencies and other members of the financial community regarding the increased business risks of utilities in Alberta.March 2018.



Deferral Account Reconciliation Application

In March 2016, intervenorsApril 2017, ALP filed their expert evidence proposing a range of 7% to 7.5% return on equity, on a recommended equity component of 35%, for ALP. The oral hearing took place during May and June 2016 and a decision is expected later in 2016.

Appeals of Recent AUC Decisions

In March 2015,its application with the AUC issued its decision regarding cost ofwith respect to ALP’s 2014 projects and deferral accounts and specific 2015 projects. The application includes approximately C$2.0 billion in net capital matters applicable to all electricity and natural gas utilities under its jurisdiction, including ALP.additions. In its decision, which was retroactively applied to January 1, 2013,June 2017, the AUC decreasedruled that the generic ratescope of return on common equity applicablethe deferral account proceeding would not be extended to all utilities to 8.30% fromconsider the previously approved placeholder rateutilization of 8.75% and decreased ALP's common equity ratio from 37% to 36%assets for the years 2013, 2014 and 2015. The approved common equity ratio and generic rate of return on common equity will remain in effect on an interim basis for 2016 and beyond, until changed by the AUC. ALP and other utilities had applied to the Alberta Court of Appeal for leave to appeal this decision; however, a decision not to proceed was made in the first quarter of 2016.

In November 2013,which final cost approval is sought. However, the AUC issued itswill initiate a separate proceeding to address the issue of transmission asset utilization and how the corporate and property law principles applied in the Utility Asset Disposition ("UAD")(UAD) decision in which it concluded, among other things, that in the case of the extraordinary retirement of an asset before it is fully depreciated, under or over recovery of capital investment on an extraordinary retirement should be borne by the utility and its shareholders. ALP and other utilities appealed the AUC's UAD decision to the Alberta Court of Appeal, which was dismissed in September 2015. In November 2015, ALP, Epcor and Enmax, filed a joint leave application to the Supreme Court of Canada for appeal of the Alberta Court of Appeal's UAD decision. The Supreme Court of Canada dismissed the appeal in April 2016.

In its November 2013 decision pertaining to ALP's 2013-2014 GTA, the AUC directed ALP to re-forecast the capital project expenditures for 2013 and 2014 Engineering, Procurement and Construction Management ("EPCM") services to reflect a two times labor multiplier and other approved mark-ups. ALP requested approval of the capital project expenditures, including the new competitively bid EPCM rates, in its 2012-2013 direct assigned capital deferral account filing. The AUC approved the EPCM rates applied for as part of that filing as prudent in June 2016.may relate.

Environmental Laws and Regulations

Each Registrant is subject to federal, state, local and foreign laws and regulations regarding air and water quality, renewable portfolio standards, emissions performance standards, climate change, coal combustion byproduct disposal, hazardous and solid waste disposal, protected species and other environmental matters that have the potential to impact each Registrant's current and future operations. In addition to imposing continuing compliance obligations, these laws and regulations provide regulators with the authority to levy substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. These laws and regulations are administered by the EPA and various state, local and international agencies. Each Registrant believes it is in material compliance with all applicable laws and regulations, although many laws and regulations are subject to interpretation that may ultimately be resolved by the courts. Refer to "Liquidity and Capital Resources" of each respective Registrant in Part I, Item 2 of this Form 10-Q for discussion of each Registrant's forecast environmental-related capital expenditures. The discussion below contains material developments to those matters disclosed in Item 1 of each Registrants'Registrant's Annual Report on Form 10-K for the year ended December 31, 20152016., and new environmental matters occurring in 2017.

Clean Air Act Regulations

The Clean Air Act is a federal law administered by the EPA that provides a framework for protecting and improving the nation's air quality and controlling sources of air emissions. The implementation of new standards is generally outlined in SIPs, which are a collection of regulations, programs and policies to be followed. SIPs vary by state and are subject to public hearings and EPA approval. Some states may adopt additional or more stringent requirements than those implemented by the EPA.



National Ambient Air Quality Standards

Under the authority of the The major Clean Air Act programs most directly affecting the EPA sets minimum national ambient air quality standards for six principal pollutants, consisting of carbon monoxide, lead, nitrogen oxides, particulate matter, ozone and sulfur dioxide, considered harmful to public health and the environment. Areas that achieve the standards, as determined by ambient air quality monitoring,Registrants' operations are characterized as being in attainment, while those that fail to meet the standards are designated as being nonattainment areas. Generally, sources of emissions in a nonattainment area that are determined to contribute to the nonattainment are required to reduce emissions. Most air quality standards require measurement over a defined period of time to determine the average concentration of the pollutant present.described below.

The Sierra Club filed a lawsuit against the EPA in August 2013 with respect to the one-hour sulfur dioxide standards and its failure to make certain attainment designations in a timely manner. In March 2015, the United States District Court for the Northern District of California ("Northern District of California") accepted as an enforceable order an agreement between the EPA and Sierra Club to resolve litigation concerning the deadline for completing the designations. The Northern District of California's order directed the EPA to complete designations in three phases: the first phase by July 2, 2016; the second phase by December 31, 2017; and the final phase by December 31, 2020. The first phase of the designations require the EPA to designate two groups of areas: 1) areas that have newly monitored violations of the 2010 sulfur dioxide standard; and 2) areas that contain any stationary source that, according to the EPA's data, either emitted more than 16,000 tons of sulfur dioxide in 2012 or emitted more than 2,600 tons of sulfur dioxide and had an emission rate of at least 0.45 lbs/sulfur dioxide per million British thermal unit in 2012 and, as of March 2, 2015, had not been announced for retirement. MidAmerican Energy's George Neal Unit 4 and the Ottumwa Generating Station (in which MidAmerican Energy has a majority ownership interest, but does not operate), are included as units subject to the first phase of the designations, having emitted more than 2,600 tons of sulfur dioxide and having an emission rate of at least 0.45 lbs/sulfur dioxide per million British thermal unit in 2012. States may submit to the EPA updated recommendations and supporting information for the EPA to consider in making its determinations. Iowa has assembled technical support documents demonstrating that all facilities affected by the first phase of designations have attained the standard, but has not yet submitted the information to the EPA. The EPA issued final sulfur dioxide area designations in the first phase on June 30, 2016; none of the areas in which the Registrants own or operate facilities were designated as being in non-attainment.

Mercury and Air Toxics Standards

In March 2011, the EPA proposed a rule that requires coal-fueled generating facilities to reduce mercury emissions and other hazardous air pollutants through the establishment of "Maximum Achievable Control Technology" standards. The final MATS became effective on April 16, 2012, and required that new and existing coal-fueled generating facilities achieve emission standards for mercury, acid gases and other non-mercury hazardous air pollutants. Existing sources were required to comply with the new standards by April 16, 2015 with the potential for individual sources to obtain an extension of up to one additional year, at the discretion of the Title V permitting authority, to complete installation of controls or for transmission system reliability reasons. The relevant Registrants have completed emission reduction projects to comply with the final rule's standards for acid gases and non-mercury metallic hazardous air pollutants.

MidAmerican Energy retired certain coal-fueled generating units as the least-cost alternative to comply with the MATS. Walter Scott, Jr. Energy Center Units 1 and 2 were retired in 2015, and George Neal Energy Center Units 1 and 2 were retired in April 2016. A fifth unit, Riverside Generating Station, was limited to natural gas combustion in March 2015.

Regional Haze

The EPA's Regional Haze Rule, finalized in 1999, requires states to develop and implement plans to improve visibility in designated federally protected areas ("Class I areas"). Some of PacifiCorp's coal-fueled generating facilities in Utah, Wyoming, Arizona and Colorado and certain of Nevada Power's and Sierra Pacific's fossil-fueled generating facilities are subject to the Clean Air Visibility Rules. In accordance with the federal requirements, states are required to submit SIPs that address emissions from sources subject to best available retrofit technology ("BART") requirements and demonstrate progress towards achieving natural visibility requirements in Class I areas by 2064.



The state of Utah issued a regional haze SIP requiring the installation of sulfur dioxide, nitrogen oxides and particulate matter controls on Hunter Units 1 and 2, and Huntington Units 1 and 2. In December 2012, the EPA approved the sulfur dioxide portion of the Utah regional haze SIP and disapproved the nitrogen oxides and particulate matter portions. Certain groups appealed the EPA's approval of the sulfur dioxide portion and oral argument was heard before the United States Court of Appeals for the Tenth Circuit ("Tenth Circuit") in March 2014. In October 2014, the Tenth Circuit upheld the EPA's approval of the sulfur dioxide portion of the SIP. The state of Utah and PacifiCorp filed petitions for administrative and judicial review of the EPA's final rule on the BART determinations for the nitrogen oxides and particulate matter portions of Utah's regional haze SIP in March 2013. In


May 2014, the Tenth Circuit dismissed the petition on jurisdictional grounds. In addition, and separate from the EPA's approval process and related litigation, the Utah Division of Air Quality completed an alternative BART analysis for Hunter Units 1 and 2, and Huntington Units 1 and 2. The alternative BART analysis and revised regional haze SIP were submitted in June 2015 to the EPA for review and proposed action after a public comment period. The revised regional haze SIP included a state-enforceable requirement to cease operation of the Carbon Facility by August 15, 2015. PacifiCorp retired the Carbon Facility in December 2015. In January 2016, the EPA published two alternative proposals to either approve the Utah SIP as written or reject the Utah SIP relating to nitrogen oxides controls and require the installation of selective catalytic reduction ("SCR") controls at Hunter Units 1 and 2 and Huntington Units 1 and 2 within five years. The EPA tookEPA's final action on the Utah regional haze SIP with anwas effective date of August 4, 2016. The EPA approved in part and disapproved in part the Utah regional haze SIP and issued a federal implementation plan ("FIP"), requiring the installation of SCR controls at Hunter Units 1 and 2 and Huntington Units 1 and 2 within five years of the effective date of the rule. PacifiCorp is evaluatingand other parties have filed requests with the impactsEPA to reconsider and stay that decision, and have also filed motions for stay and petitions for review with the Tenth Circuit asking the court to overturn the EPA’s actions. In June 2017, the state of Utah and PacifiCorp issued requests to the EPA to reconsider its decision in issuing the FIP. By letter dated July 14, 2017, from Administrator Scott Pruitt, the EPA indicated that based on existing and new evidence potentially relevant to the EPA’s evaluation of Utah’s 2015 SIP, the agency would reconsider its final rule and prepare a notice of proposed rulemaking and take public comment on its proposed action. On July 18, 2017, the EPA filed with the Tenth Circuit a motion to hold the pending appeals in abeyance pending agency reconsideration of the final rule. The Tenth Circuit initially requested that all parties file a response setting forth their opposition or nonopposition to the EPA’s motion to hold the cases in abeyance by July 28, 2017. However, on July 18, 2017, PacifiCorp asked the Tenth Circuit to take judicial notice of the EPA’s request to hold the appeals in abeyance and reaffirmed its request to stay the FIP. The Tenth Circuit ordered all parties to respond to both the EPA's decisionmotion for abeyance and has until September 6, 2016the motions by PacifiCorp and others to appealtake judicial notice of EPA's reconsideration by August 4, 2017. The EPA, on July 25, 2017, also filed an unopposed motion to extend the ruling.current deadline for the filing of its brief on the merits of the case from August 1, 2017, to August 29, 2017, to allow the court to rule on the pending motions.

The state of Arizona issued a regional haze SIP requiring, among other things, the installation of sulfur dioxide, nitrogen oxides and particulate matter controls on Cholla Unit 4. The EPA approved in part, and disapproved in part, the Arizona SIP and issued a FIP for the disapproved portions requiring SCR controls on Cholla Unit 4. PacifiCorp filed an appeal in the United States Court of Appeals for the Ninth Circuit ("Ninth Circuit") regarding the FIP as it relates to Cholla Unit 4, and the Arizona Department of Environmental Quality and other affected Arizona utilities filed separate appeals of the FIP as it relates to their interests. The Ninth Circuit issued an order in February 2015, holding the matter in abeyance relating to PacifiCorp and Arizona Public Service Company as they work with state and federal agencies on an alternate compliance approach for Cholla Unit 4. In January 2015, permit applications and studies were submitted to amend the Cholla Title V permit, and subsequently the Arizona SIP to convert Cholla Unit 4 to a natural gas-fueled unit in 2025. The2025; after notice and comment, the Arizona Department of Environmental Quality prepared a draft permit and a revision to the Arizona regional haze SIP, held two public hearings in July 2015 and, after considering the comments received during the public comment period that closed on July 14, 2015, submitted the final proposalsamended Arizona SIP to the EPA, for review, public comment and final action. The EPA issued its proposed action to approvewhich approved the amendments to the Arizona regional haze SIP with an effective date of April 26, 2017.



The Navajo Generating Station, in which were publishedNevada Power is a joint owner with an 11.3% ownership share, is also a source that is subject to the regional haze BART requirements. In January 2013, the EPA announced a proposed FIP addressing BART and an alternative for the Navajo Generating Station that includes a flexible timeline for reducing nitrogen oxides emissions. Nevada Power, along with the other owners of the facility, have been reviewing the EPA's proposal to determine its impact on the viability of the facility's future operations. The land lease for the Navajo Generating Station is subject to renewal in 2019. In the spring 2017, the owners of the Navajo Generating Station voted to shut down and demolish the plant on or before December 23, 2019; however, the owners agreed to continue operating the plant through 2019 with demolition to follow if the tribe approved a new lease by July 1, 2017. Subsequently, the Navajo Council approved the requested lease extension June 26, 2017, and on July 1, 2017, the Navajo Nation signed the replacement lease with the utility owners of the Navajo Generating Station. Two remaining owners, the U.S. Bureau of Reclamation and the City of Los Angeles, must approve the lease by December 1, 2017, to enable continued operations through 2019. The Navajo Nation, along with the U.S. Bureau of Reclamation and Peabody Energy have further indicated a desire to keep the plant and coal mine operating through at least 2030, which would require a new ownership structure for the facility. The utility owners have specified that a new ownership proposal must be put forward by October 1, 2017, in order to complete the transition prior to December 23, 2019. Nevada Power filed the Emissions Reduction and Capacity Replacement Plan in May 2014 that proposed to eliminate its ownership participation in the Federal RegisterNavajo Generating Station in July 2016, opening2019, which was approved by the proposal for a 45-day public comment period. The EPA’s final action is expected by late 2016.PUCN.

Climate Change

In December 2015, an international agreement was negotiated by 195 nations to create a universal framework for coordinated action on climate change in what is referred to as the Paris Agreement. The Paris Agreement reaffirms the goal of limiting global temperature increase well below 2 degrees Celsius, while urging efforts to limit the increase to 1.5 degrees Celsius; establishes commitments by all parties to make nationally determined contributions and pursue domestic measures aimed at achieving the commitments; commits all countries to submit emissions inventories and report regularly on their emissions and progress made in implementing and achieving their nationally determined commitments; and commits all countries to submit new commitments every five years, with the expectation that the commitments will get more aggressive. In the context of the Paris Agreement, the United States agreed to reduce greenhouse gas emissions 26% to 28% by 2025 from 2005 levels. The cornerstoneAfter more than 55 countries representing more than 55% of global greenhouse gas emissions submitted their ratification documents, the Paris Agreement became effective November 4, 2016. Under the terms of the United States' commitment is theParis Agreement, ratifying countries are bound for a three-year period and must provide one-year's notice of their intent to withdraw. The Clean Power Plan, which was finalized by the EPA in 2015 and is currently under review, was the primary basis for the United States' commitment under the Paris Agreement. On June 1, 2017, President Trump announced the United States would begin the four-year process of withdrawing from the Paris Agreement.

GHG Performance Standards

Under the Clean Air Act, the EPA may establish emissions standards that reflect the degree of emissions reductions achievable through the best technology that has been demonstrated, taking into consideration the cost of achieving those reductions and any non-air quality health and environmental impact and energy requirements. On August 3, 2015, the EPA issued final new source performance standards, establishing a standard of 1,000 pounds of carbon dioxide per MWh for large natural gas-fueled generating facilities and 1,400 pounds of carbon dioxide per MWh for new coal-fueled generating facilities with the "Best System of Emission Reduction" reflecting highly efficient supercritical pulverized coal facilities with partial carbon capture and sequestration or integrated gasification combined-cycle units that are co-fired with natural gas or pre-combustion slipstream capture of carbon dioxide. The new source performance standards have been appealed to the D.C. Circuit and oral argument was scheduled to be heard April 17, 2017; however, the court cancelled the oral arguments March 30, 2017, and, on April 28, 2017, ordered that the cases be held in abeyance for 60 days, with supplemental briefs required to be filed May 15, 2017, regarding whether the cases should be remanded to the EPA rather than held in abeyance. Until such time as the court renders a final determination regarding the validity of the standards or the EPA rescinds the standards, any new fossil-fueled generating facilities constructed by the relevant Registrants will be required to meet the GHG new source performance standards.



Clean Power Plan

In June 2014, the EPA released proposed regulations to address GHG emissions from existing fossil-fueled generating facilities, referred to as the Clean Power Plan, under Section 111(d) of the Clean Air Act. The EPA's proposal calculated state-specific emission rate targets to be achieved based on the "Best System of Emission Reduction." In August 2015, the final Clean Power Plan was released, which established the Best System of Emission Reduction as including: (a) heat rate improvements; (b) increased utilization of existing combined-cycle natural gas-fueled generating facilities; and (c) increased deployment of new and incremental non-carbon generation placed in-service after 2012. The EPA also changed the compliance period to begin in 2022, with three interim periods of compliance and with the final goal to be achieved by 2030. Based on changes to the state emission reduction targets, which are now all between 771 pounds per MWh and 1,305 pounds per MWh, the Clean Power Plan, when fully implemented, is expected to reduce carbon dioxide emissions in the power sector to 32% below 2005 levels by 2030. The EPA also released in August 2015, a draft federal plan as an option or backstop for states to utilize in the event they do not submit approvable state plans. The public comment period on the draft federal plan and proposed model trading rules closed January 21, 2016. States were required to submit their initial implementation plans by September 2016 but could request an extension to September 2018. However, on February 9, 2016, the United States Supreme Court ordered that the EPA's emission guidelines for existing sources be stayed pending the disposition of the challenges to the rule in the D.C. Circuit and any action on a writ of certiorari before the U.S. Supreme Court. Oral argument was heard before the full D.C. Circuit (with the exception of Chief Judge Merrick Garland) on September 27, 2016, and the court has not yet issued its decision. In accordance with an executive order issued March 28, 2017, the EPA signed a Federal Register notice March 28, 2017, announcing the EPA’s review of the rule and EPA filed a motion to hold the case in abeyance pending completion of the EPA’s review and any resulting rulemaking. On April 28, 2017, the D.C. Circuit issued an order holding the case in abeyance for 60 days and ordered the parties to file supplemental briefs addressing whether the case should be remanded to the EPA rather than held in abeyance. On June 8, 2017, the EPA sent its review of the Clean Power Plan to the Office of Management and Budget for interagency review. The full impacts of the final rule or the federal plan on the Registrants cannot be determined until the outcome of the pending litigation and subsequent appeals, the outcome of any issues should the case be remanded for further action by the EPA and the review of the rule and any subsequent action taken by the EPA in response to the Executive Order. PacifiCorp, MidAmerican Energy, Nevada Power and Sierra Pacific have historically pursued cost-effective projects, including plant efficiency improvements, increased diversification of their generating fleets to include deployment of renewable and lower carbon generating resources, and advancement of customer energy efficiency programs.

Water Quality Standards

The federal Water Pollution Control Act ("Clean Water Act") establishes the framework for maintaining and improving water quality in the United States through a program that regulates, among other things, discharges to and withdrawals from waterways. The Clean Water Act requires that cooling water intake structures reflect the "best technology available for minimizing adverse environmental impact" to aquatic organisms. After significant litigation, the EPA released a proposed rule under §316(b) of the Clean Water Act to regulate cooling water intakes at existing facilities. The final rule was released in May 2014, and became effective in October 2014. Under the final rule, existing facilities that withdraw at least 25% of their water exclusively for cooling purposes and have a design intake flow of greater than two million gallons per day are required to reduce fish impingement (i.e., when fish and other aquatic organisms are trapped against screens when water is drawn into a facility's cooling system) by choosing one of seven options. Facilities that withdraw at least 125 million gallons of water per day from waters of the United States must also conduct studies to help their permitting authority determine what site-specific controls, if any, would be required to reduce entrainment of aquatic organisms (i.e., when organisms are drawn into the facility). PacifiCorp and MidAmerican Energy are assessing the options for compliance at their generating facilities impacted by the final rule and will complete impingement and entrainment studies. PacifiCorp's Dave Johnston generating facility and all of MidAmerican Energy's coal-fueled generating facilities, except Louisa, Ottumwa and Walter Scott, Jr. Unit 4, which have water cooling towers, withdraw more than 125 million gallons per day of water from waters of the United States for once-through cooling applications. PacifiCorp's Jim Bridger, Naughton, Gadsby, Hunter and Huntington generating facilities currently utilize closed cycle cooling towers but are designed to withdraw more than two million gallons of water per day. The standards are required to be met as soon as possible after the effective date of the final rule, but no later than eight years thereafter. The costs of compliance with the cooling water intake structure rule cannot be fully determined until the prescribed studies are conducted. In the event that PacifiCorp's or MidAmerican Energy's existing intake structures require modification, the costs are not anticipated to be significant to the consolidated financial statements. Nevada Power and Sierra Pacific do not utilize once-through cooling water intake or discharge structures at any of their generating facilities. All of the Nevada Power and Sierra Pacific generating stations are designed to have either minimal or zero discharge; therefore, they are not impacted by the §316(b) final rule.



In November 2015, the EPA published final effluent limitation guidelines and standards for the steam electric power generating sector which, among other things, regulate the discharge of bottom ash transport water, fly ash transport water, combustion residual leachate and non-chemical metal cleaning wastes. These guidelines, which had not been revised since 1982, were revised in response to the EPA's concerns that the addition of controls for air emissions has changed the effluent discharged from coal- and natural gas-fueled generating facilities. Under the guidelines, permitting authorities were required to include the new limits in each impacted facility's discharge permit upon renewal; the new limits were to have been met as soon as possible, beginning November 1, 2018 and implemented by December 31, 2023. On April 5, 2017, a request for reconsideration and administrative stay of the guidelines was filed with the EPA. The EPA granted the request for reconsideration on April 12, 2017, imposed an immediate administrative stay of compliance dates in the rule that had not passed judicial review, and requested that the court stay the pending litigation over the rule until September 12, 2017. On June 6, 2017, the EPA proposed to extend many of the compliance deadlines that would otherwise occur in 2018. The public comment period on EPA’s proposed extension of the deadlines closed July 5, 2017. While most of the issues raised by this rule are already being addressed through the coal combustion residuals rule and are not expected to impose significant additional requirements on the facilities, the impact of the rule cannot be fully determined until the reconsideration action is complete and any judicial review is concluded.

In April 2014, the EPA and the United States Army Corps of Engineers issued a joint proposal to address "waters of the United States" to clarify protection under the Clean Water Act for streams and wetlands. The proposed rule comes as a result of United States Supreme Court decisions in 2001 and 2006 that created confusion regarding jurisdictional waters that were subject to permitting under either nationwide or individual permitting requirements. The final rule was released in May 2015 but is currently stayed byunder appeal in multiple courts and a nationwide stay on the implementation of the rule was issued in October 2015. On January 13, 2017, the U.S. Supreme Court pendinggranted a petition to address jurisdictional challenges to the rule. On June 27, 2017, the EPA initiated the repeal of the “waters of the United States” rule. The EPA plans to undertake a two-step process, with the first step to repeal the 2015 rule and the second step to carry out a notice-and-comment rulemaking in which a substantive re-evaluation of the definition of the “waters of the United States” will be undertaken. The proposed repeal of the rule has not yet been published in the Federal Register. Depending on the outcome of litigationthe appeal(s) and intended rulemaking, a variety of projects that otherwise would have qualified for streamlined permitting processes under nationwide or regional general permits would have been required to undergo more lengthy and costly individual permit procedures based on an extension of waters that will be deemed jurisdictional. On February 28, 2017, President Trump signed an Executive Order directing the EPA to review and rescind or revise the rule. The Paris Agreement was signed byUntil the rule is reviewed and rescinded or fully litigated and finalized, the Registrants cannot determine whether projects that include construction and demolition will face more than 170 countries in April 2016, and will become effective once 55 countries representing 55% of the world’s greenhouse gas emissions ratify the agreement.

Renewable Portfolio Standards

In March 2016, Oregon Senate Bill 1547-B, the Clean Electricity and Coal Transition Plan, was signed into law. SB 1547-B requires that coal-fueled resources are eliminated from Oregon's allocation of electricity by January 1, 2030, and increases the current renewable portfolio standards ("RPS") target from 25% in 2025 to 50% by 2040. SB 1547-B also implements new REC banking provisions, as well as the following interim RPS targets: 27% in 2025 through 2029, 35% in 2030 through 2034, 45% in 2035 through 2039, and 50% by 2040 and subsequent years.complex permitting issues, higher costs or increased requirements for compensatory mitigation.

New Accounting Pronouncements

For a discussion of new accounting pronouncements affecting the Company, refer to Note 2 of Notes to Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.



Critical Accounting Estimates

Certain accounting measurements require management to make estimates and judgments concerning transactions that will be settled several years in the future. Amounts recognized on the Consolidated Financial Statements based on such estimates involve numerous assumptions subject to varying and potentially significant degrees of judgment and uncertainty and will likely change in the future as additional information becomes available. Estimates are used for, but not limited to, the accounting for the effects of certain types of regulation, derivatives, impairment of goodwill and long-lived assets, pension and other postretirement benefits, income taxes and revenue recognition - unbilled revenue. For additional discussion of the Company's critical accounting estimates, see Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 20152016. There have been no significant changes in the Company's assumptions regarding critical accounting estimates since December 31, 20152016.



PacifiCorp and its subsidiaries
Consolidated Financial Section



PART I
Item 1.Financial Statements


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
PacifiCorp
Portland, Oregon

We have reviewed the accompanying consolidated balance sheet of PacifiCorp and subsidiaries ("PacifiCorp") as of June 30, 2016,2017, and the related consolidated statements of operations for the three-month and six-month periods ended June 30, 20162017 and 2015,2016, and of changes in shareholders' equity and cash flows for the six-month periods ended June 30, 20162017 and 2015.2016. These interim financial statements are the responsibility of PacifiCorp's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
 
Based on our reviews, we are not aware of any material modifications that should be made to such consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
 
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of PacifiCorp and subsidiaries as of December 31, 2015,2016, and the related consolidated statements of operations, comprehensive income, changes in shareholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated February 26, 2016,24, 2017, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 20152016 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
 
/s/ Deloitte & Touche LLP
 

Portland, Oregon
August 5, 20164, 2017



PACIFICORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Amounts in millions)

 As of As of
 June 30, December 31, June 30, December 31,
 2016 2015 2017 2016
ASSETS
Current assets:        
Cash and cash equivalents $59
 $12
 $167
 $17
Accounts receivable, net 662
 740
 681
 728
Income taxes receivable 3
 17
 
 17
Inventories:        
Materials and supplies 229
 233
 231
 228
Fuel 231
 192
 224
 215
Regulatory assets 85
 102
 28
 53
Other current assets 67
 81
 75
 96
Total current assets 1,336
 1,377
 1,406
 1,354
        
Property, plant and equipment, net 19,064
 19,026
 19,141
 19,162
Regulatory assets 1,488
 1,583
 1,535
 1,490
Other assets 415
 381
 378
 388
        
Total assets $22,303
 $22,367
 $22,460
 $22,394

The accompanying notes are an integral part of these consolidated financial statements.



PACIFICORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited) (continued)
(Amounts in millions)

 As of As of
 June 30, December 31, June 30, December 31,
 2016 2015 2017 2016
LIABILITIES AND SHAREHOLDERS' EQUITY
    
Current liabilities:        
Accounts payable $399
 $473
 $397
 $408
Income taxes payable 13
 
 160
 
Accrued employee expenses 107
 70
 85
 67
Accrued interest 115
 115
 115
 115
Accrued property and other taxes 97
 62
 100
 63
Short-term debt 
 20
 
 270
Current portion of long-term debt and capital lease obligations 66
 68
 92
 58
Regulatory liabilities 36
 34
 61
 54
Other current liabilities 190
 229
 169
 164
Total current liabilities 1,023
 1,071
 1,179
 1,199
        
Regulatory liabilities 962
 938
 1,020
 978
Long-term debt and capital lease obligations 7,026
 7,078
 6,935
 7,021
Deferred income taxes 4,810
 4,750
 4,868
 4,880
Other long-term liabilities 888
 1,027
 914
 926
Total liabilities 14,709
 14,864
 14,916
 15,004
        
Commitments and contingencies (Note 8) 
 
Commitments and contingencies (Note 7)    
        
Shareholders' equity:        
Preferred stock 2
 2
 2
 2
Common stock - 750 shares authorized, no par value, 357 shares issued and outstanding 
 
 
 
Additional paid-in capital 4,479
 4,479
 4,479
 4,479
Retained earnings 3,124
 3,033
 3,075
 2,921
Accumulated other comprehensive loss, net (11) (11) (12) (12)
Total shareholders' equity 7,594
 7,503
 7,544
 7,390
        
Total liabilities and shareholders' equity $22,303
 $22,367
 $22,460
 $22,394

The accompanying notes are an integral part of these consolidated financial statements.



PACIFICORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Amounts in millions)

 Three-Month Periods Six-Month PeriodsThree-Month Periods Six-Month Periods
 Ended June 30, Ended June 30,Ended June 30, Ended June 30,
 2016 2015 2016 20152017 2016 2017 2016
               
Operating revenue $1,233
 $1,269
 $2,485
 $2,519
$1,245
 $1,233
 $2,526
 $2,485
  
  
    
       
Operating costs and expenses:               
Energy costs 390
 437
 817
 913
399
 390
 840
 817
Operations and maintenance 265
 272
 528
 540
258
 265
 506
 528
Depreciation and amortization 193
 190
 383
 379
202
 193
 398
 383
Taxes, other than income taxes 46
 45
 94
 90
48
 46
 99
 94
Total operating costs and expenses 894
 944
 1,822
 1,922
907
 894
 1,843
 1,822
  
  
    
       
Operating income 339
 325
 663
 597
338
 339
 683
 663
  
  
    
       
Other income (expense):  
  
    
       
Interest expense (95) (94) (190) (188)(95) (95) (190) (190)
Allowance for borrowed funds 4
 4
 8
 10
4
 4
 8
 8
Allowance for equity funds 7
 9
 14
 19
7
 7
 14
 14
Other, net 3
 2
 6
 5
4
 3
 7
 6
Total other income (expense) (81) (79) (162) (154)(80) (81) (161) (162)
  
  
    
       
Income before income tax expense 258
 246
 501
 443
258
 258
 522
 501
Income tax expense 82
 75
 160
 138
83
 82
 168
 160
Net income $176
 $171
 $341
 $305
$175
 $176
 $354
 $341

The accompanying notes are an integral part of these consolidated financial statements.



PACIFICORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)
(Amounts in millions)

         Accumulated           Accumulated  
     Additional   Other Total     Additional   Other Total
 Preferred Common Paid-in Retained Comprehensive Shareholders' Preferred Common Paid-in Retained Comprehensive Shareholders'
 Stock Stock Capital Earnings Loss, Net Equity Stock Stock Capital Earnings Loss, Net Equity
                        
Balance, December 31, 2014 $2
 $
 $4,479
 $3,288
 $(13) $7,756
Net income 
 
 
 305
 
 305
Common stock dividends declared 
 
 
 (700) 
 (700)
Balance, June 30, 2015 $2
 $
 $4,479
 $2,893
 $(13) $7,361
  
  
  
  
  
  
Balance, December 31, 2015 $2
 $
 $4,479
 $3,033
 $(11) $7,503
 $2
 $
 $4,479
 $3,033
 $(11) $7,503
Net income 
 
 
 341
 
 341
 
 
 
 341
 
 341
Common stock dividends declared 
 
 
 (250) 
 (250) 
 
 
 (250) 
 (250)
Balance, June 30, 2016 $2
 $
 $4,479
 $3,124
 $(11) $7,594
 $2
 $
 $4,479
 $3,124
 $(11) $7,594
  
  
  
  
  
  
Balance, December 31, 2016 $2
 $
 $4,479
 $2,921
 $(12) $7,390
Net income 
 
 
 354
 
 354
Common stock dividends declared 
 
 
 (200) 
 (200)
Balance, June 30, 2017 $2
 $
 $4,479
 $3,075
 $(12) $7,544

The accompanying notes are an integral part of these consolidated financial statements.



PACIFICORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Amounts in millions)

 Six-Month Periods
 Ended June 30, Six-Month Periods
 2016 2015 Ended June 30,
     2017 2016
Cash flows from operating activities:        
Net income $341
 $305
 $354
 $341
Adjustments to reconcile net income to net cash flows from operating activities:        
Depreciation and amortization 383
 379
 398
 383
Allowance for equity funds (14) (19) (14) (14)
Deferred income taxes and amortization of investment tax credits 67
 9
 (5) 67
Changes in regulatory assets and liabilities 53
 18
 24
 53
Other, net 
 3
 1
 
Changes in other operating assets and liabilities:    
    
Accounts receivable and other assets 55
 19
 60
 55
Derivative collateral, net 7
 (30) (4) 7
Inventories (38) (5) (12) (38)
Income taxes 27
 216
 171
 27
Accounts payable and other liabilities (84) 92
 56
 (84)
Net cash flows from operating activities 797
 987
 1,029
 797
    
    
Cash flows from investing activities:    
    
Capital expenditures (415) (419) (370) (415)
Other, net (9) (22) 15
 (9)
Net cash flows from investing activities (424) (441) (355) (424)
    
    
Cash flows from financing activities:    
    
Proceeds from long-term debt 
 250
Repayments of long-term debt and capital lease obligations (55) (1) (53) (55)
Net repayments of short-term debt (20) (20) (270) (20)
Common stock dividends (250) (700) (200) (250)
Other, net (1) (2) (1) (1)
Net cash flows from financing activities (326) (473) (524) (326)
    
    
Net change in cash and cash equivalents 47
 73
 150
 47
Cash and cash equivalents at beginning of period 12
 23
 17
 12
Cash and cash equivalents at end of period $59
 $96
 $167
 $59
 
The accompanying notes are an integral part of these consolidated financial statements.



PACIFICORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1)    General

PacifiCorp, which includes PacifiCorp and its subsidiaries, is a United States regulated electric utility company serving retail customers, including residential, commercial, industrial, irrigation and other customers in portions of the states of Utah, Oregon, Wyoming, Washington, Idaho and California. PacifiCorp owns, or has interests in, a number of thermal, hydroelectric, wind-powered and geothermal generating facilities, as well as electric transmission and distribution assets. PacifiCorp also buys and sells electricity on the wholesale market with other utilities, energy marketing companies, financial institutions and other market participants. PacifiCorp is subject to comprehensive state and federal regulation. PacifiCorp's subsidiaries support its electric utility operations by providing coal mining services. PacifiCorp is an indirect subsidiary of Berkshire Hathaway Energy Company ("BHE"), a holding company based in Des Moines, Iowa that owns subsidiaries principally engaged in energy businesses. BHE is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway").

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 20162017 and for the three- and six-month periods ended June 30, 20162017 and 2015.2016. The Consolidated Statements of Comprehensive Income have been omitted as net income equals comprehensive income for the three- and six-month periods ended June 30, 20162017 and 2015.2016. The results of operations for the three- and six-month periods ended June 30, 20162017 and 20152016 are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Notes to Consolidated Financial Statements included in PacifiCorp's Annual Report on Form 10-K for the year ended December 31, 20152016 describes the most significant accounting policies used in the preparation of the unaudited Consolidated Financial Statements. There have been no significant changes in PacifiCorp's assumptions regarding significant accounting estimates and policies during the six-month period ended June 30, 2016.2017.

(2)    New Accounting Pronouncements

In February 2016,March 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02,2017-07, which createsamends FASB Accounting Standards Codification ("ASC") Topic 715, "Compensation - Retirement Benefits." The amendments in this guidance require that an employer disaggregate the service cost component from the other components of net benefit cost and report the service cost component in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the statement of operations separately from the service cost component and outside the subtotal of operating income. Additionally, the guidance only allows the service cost component to be eligible for capitalization when applicable. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. This guidance must be adopted retrospectively for the presentation of the service cost component and the other components of net benefit cost in the statement of operations and prospectively for the capitalization of the service cost component in the balance sheet. PacifiCorp plans to adopt this guidance effective January 1, 2018 and is currently evaluating the impact on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.

In November 2016, the FASB issued ASU No. 2016-18, which amends FASB ASC Subtopic 230-10, “Statement of Cash Flows - Overall.” The amendments in this guidance require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted, and is required to be adopted retrospectively. PacifiCorp plans to adopt this guidance effective January 1, 2018 and is currently evaluating the impact on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.



In August 2016, the FASB issued ASU No. 2016-15, which amends FASB ASC Topic 230, "Statement of Cash Flows." The amendments in this guidance address the classification of eight specific cash flow issues within the statement of cash flows with the objective of reducing the existing diversity in practice. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted, and is required to be adopted retrospectively. PacifiCorp plans to adopt this guidance effective January 1, 2018 and does not believe the adoption of this guidance will have a material impact on its Consolidated Financial Statements.

In February 2016, the FASB issued ASU No. 2016-02, which creates FASB ASC Topic 842, "Leases" and supersedes Topic 840 "Leases." This guidance increases transparency and comparability among entities by recording lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous guidance. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted, and is required to be adopted using a modified retrospective approach. PacifiCorp plans to adopt this guidance effective January 1, 2019 and is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.

In January 2016, the FASB issued ASU No. 2016-01, which amends FASB ASC Subtopic 825-10, "Financial Instruments - Overall." The amendments in this guidance address certain aspects of recognition, measurement, presentation and disclosure of financial instruments including a requirement that all investments in equity securities that do not qualify for equity method accounting or result in consolidation of the investee be measured at fair value with changes in fair value recognized in net income. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption not permitted, and is required to be adopted prospectively by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. PacifiCorp is currently evaluating theThe impact of adopting this guidance on itsupdate is immaterial to PacifiCorp's Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.



In May 2014, the FASB issued ASU No. 2014-09, which creates FASB ASC Topic 606, "Revenue from Contracts with Customers" and supersedes ASC Topic 605, "Revenue Recognition." The guidance replaces industry-specific guidance and establishes a single five-step model to identify and recognize revenue. The core principle of the guidance is that an entity should recognize revenue upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires the entity to disclose further quantitative and qualitative information regarding the nature and amount of revenues arising from contracts with customers, as well as other information about the significant judgments and estimates used in recognizing revenues from contracts with customers. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of ASU No. 2014-09 one year to interim and annual reporting periods beginning after December 15, 2017. During 2016, the FASB issued several ASUs that clarify the implementation guidance for ASU No. 2014-09 but do not change the core principle of the guidance. This guidance may be adopted retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. PacifiCorp plans to adopt this guidance effective January 1, 2018 under the modified retrospective method and is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements. PacifiCorp currently does not expect the timing and amount of revenue currently recognized to be materially different after adoption of the new guidance as a majority of revenue is recognized when PacifiCorp has the right to invoice as it corresponds directly with the value to the customer of PacifiCorp’s performance to date. PacifiCorp's current plan is to quantitatively disaggregate revenue in the required financial statement footnote by customer class and jurisdiction.

(3)    Property, Plant and Equipment, Net

Property, plant and equipment, net consists of the following (in millions):

  As of  As of
  June 30, December 31,  June 30, December 31,
Depreciable Life 2016 2015Depreciable Life 2017 2016
        
Property, plant and equipment in-service5-75 years $26,957
 $26,757
5-75 years $27,505
 $27,298
Accumulated depreciation and amortization (8,528) (8,360) (9,074) (8,793)
Net property, plant and equipment in-service 18,429
 18,397
 18,431
 18,505
Construction work-in-progress 635
 629
 710
 657
Total property, plant and equipment, net $19,064
 $19,026
 $19,141
 $19,162



(4)Recent Financing Transactions

In June 2016,2017, PacifiCorp replacedextended, with lender consent, the maturity date to June 2020 for its $600 million unsecured revolving credit facility, which had been set to expire in June 2017, with a $400 million unsecured credit facility withby exercising the first of two available one-year extensions.

In June 2017, PacifiCorp terminated its $600 million unsecured credit facility expiring March 2018 and entered into a stated maturity of$600 million unsecured credit facility expiring June 2019 and2020 with two one-year extension options subject to banklender consent. The new

These credit facility,facilities, which supportssupport PacifiCorp's commercial paper program and certain series of its tax-exempt bond obligations and providesprovide for the issuance of letters of credit, hashave a variable interest rate based on the London Interbank Offered Rate ("LIBOR")Eurodollar rate or a base rate, at PacifiCorp's option, plus a spread that varies based on PacifiCorp's credit ratings for its senior unsecured long-term debt securities. TheThese credit facility requires thatfacilities require PacifiCorp's ratio of consolidated debt, including current maturities, to total capitalization not exceed 0.65 to 1.0 as of the last day of each quarter. As of June 30, 2016, PacifiCorp had no borrowings outstanding or letters of credit issued under this credit facility.



(5)    Employee Benefit Plans

Net periodic benefit cost for the pension and other postretirement benefit plans included the following components (in millions):

 Three-Month Periods Six-Month PeriodsThree-Month Periods Six-Month Periods
 Ended June 30, Ended June 30,Ended June 30, Ended June 30,
 2016 2015 2016 20152017 2016 2017 2016
Pension:               
Service cost $1
 $1
 $2
 $2
$
 $1
 $
 $2
Interest cost 13
 14
 27
 27
13
 13
 25
 27
Expected return on plan assets (19) (20) (38) (39)(18) (19) (36) (38)
Net amortization 9
 11
 17
 21
3
 9
 7
 17
Net periodic benefit cost $4
 $6
 $8
 $11
Net periodic benefit (credit) cost$(2) $4
 $(4) $8
               
Other postretirement:               
Service cost $
 $1
 $1
 $2
$
 $
 $1
 $1
Interest cost 4
 4
 8
 8
4
 4
 7
 8
Expected return on plan assets (5) (6) (11) (12)(5) (5) (11) (11)
Net amortization (2) (1) (3) (2)(2) (2) (3) (3)
Net periodic benefit credit $(3) $(2) $(5) $(4)$(3) $(3) $(6) $(5)

Employer contributions to the pension and other postretirement benefit plans are expected to be $4$5 million and $- million, respectively, during 20162017. As of June 30, 2016,2017, $2 million and $- million of contributions had been made to the pension and other postretirement benefit plans, respectively.

(6)    Risk Management and Hedging Activities

PacifiCorp is exposed to the impact of market fluctuations in commodity prices and interest rates. PacifiCorp is principally exposed to electricity, natural gas, coal and fuel oil commodity price risk as it has an obligation to serve retail customer load in its regulated service territories. PacifiCorp's load and generating facilities represent substantial underlying commodity positions. 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. Interest rate risk exists on variable-rate debt and future debt issuances. PacifiCorp does not engage in a material amount of proprietary trading activities.



PacifiCorp has established a risk management process that is designed to identify, assess, manage, mitigate, monitor and report each of the various types of risk involved in its business. To mitigate a portion of its commodity price risk, PacifiCorp uses commodity derivative contracts, which may include forwards, options, swaps and other agreements, to effectively secure future supply or sell future production generally at fixed prices. PacifiCorp manages its interest rate risk by limiting its exposure to variable interest rates primarily through the issuance of fixed-rate long-term debt and by monitoring market changes in interest rates. Additionally, PacifiCorp may from time to time enter into interest rate derivative contracts, such as interest rate swaps or locks, to mitigate PacifiCorp's exposure to interest rate risk. No interest rate derivatives were in place during the periods presented. PacifiCorp does not hedge all of its commodity price and interest rate risks, thereby exposing the unhedged portion to changes in market prices.

There have been no significant changes in PacifiCorp's accounting policies related to derivatives. Refer to Note 7 for additional information on derivative contracts.

The following table, which reflects master netting arrangements and excludes contracts that have been designated as normal under the normal purchases or normal sales exception afforded by GAAP, summarizes the fair value of PacifiCorp's derivative contracts, on a gross basis, and reconciles those amounts to the amounts presented on a net basis on the Consolidated Balance Sheets (in millions):


Other   Other Other  Other   Other Other  
Current Other Current Long-term  Current Other Current Long-term  
Assets Assets Liabilities Liabilities TotalAssets Assets Liabilities Liabilities Total
                  
As of June 30, 2016         
As of June 30, 2017         
Not designated as hedging contracts(1):
                  
Commodity assets$10
 $3
 $9
 $
 $22
$9
 $
 $1
 $
 $10
Commodity liabilities(2) 
 (34) (79) (115)(3) 
 (22) (84) (109)
Total8
 3
 (25) (79) (93)6
 
 (21) (84) (99)
 
  
  
  
  
 
  
  
  
  
Total derivatives8
 3
 (25) (79) (93)6
 
 (21) (84) (99)
Cash collateral receivable
 
 13
 55
 68

 
 15
 58
 73
Total derivatives - net basis$8
 $3
 $(12) $(24) $(25)$6
 $
 $(6) $(26) $(26)
                  
As of December 31, 2015         
As of December 31, 2016         
Not designated as hedging contracts(1):
                  
Commodity assets$10
 $
 $2
 $
 $12
$24
 $2
 $1
 $
 $27
Commodity liabilities(1) 
 (58) (89) (148)(6) 
 (14) (84) (104)
Total9
 
 (56) (89) (136)18
 2
 (13) (84) (77)
                  
Total derivatives9
 
 (56) (89) (136)18
 2
 (13) (84) (77)
Cash collateral receivable
 
 18
 57
 75

 
 10
 59
 69
Total derivatives - net basis$9
 $
 $(38) $(32) $(61)$18
 $2
 $(3) $(25) $(8)

(1)PacifiCorp's commodity derivatives are generally included in rates and as of June 30, 20162017 and December 31, 2015,2016, a regulatory asset of $89$95 million and $133$73 million, respectively, was recorded related to the net derivative liability of $93$99 million and $136$77 million, respectively.



Not Designated as Hedging Contracts

The following table reconciles the beginning and ending balances of PacifiCorp's net regulatory assets and summarizes the pre-tax gains and losses on commodity derivative contracts recognized in net regulatory assets, as well as amounts reclassified to earnings (in millions):
 Three-Month Periods Six-Month PeriodsThree-Month Periods Six-Month Periods
 Ended June 30, Ended June 30,Ended June 30, Ended June 30,
 2016 2015 2016 20152017 2016 2017 2016
               
Beginning balance $144
 $130
 $133
 $85
$103
 $144
 $73
 $133
Changes in fair value recognized in net regulatory assets (45) (21) (19) 27
6
 (45) 30
 (19)
Net gains reclassified to operating revenue 2
 3
 10
 28
1
 2
 13
 10
Net losses reclassified to energy costs (12) (13) (35) (41)(15) (12) (21) (35)
Ending balance $89
 $99
 $89
 $99
$95
 $89
 $95
 $89

Derivative Contract Volumes

The following table summarizes the net notional amounts of outstanding commodity derivative contracts with fixed price terms that comprise the mark-to-market values as of (in millions):
Unit of June 30, December 31,Unit of June 30, December 31,
Measure 2016 2015Measure 2017 2016
Electricity (sales) purchasesMegawatt hours (2) 1
    
Electricity salesMegawatt hours (1) (3)
Natural gas purchasesDecatherms 98
 111
Decatherms 85
 84
Fuel oil purchasesGallons 6
 11
Gallons 5
 11

Credit Risk

PacifiCorp is exposed to counterparty credit risk associated with wholesale energy supply and marketing activities with other utilities, energy marketing companies, financial institutions and other market participants. Credit risk may be concentrated to the extent PacifiCorp's counterparties have similar economic, industry or other characteristics and due to direct or indirect relationships among the counterparties. Before entering into a transaction, PacifiCorp analyzes the financial condition of each significant wholesale counterparty, establishes limits on the amount of unsecured credit to be extended to each counterparty and evaluates the appropriateness of unsecured credit limits on an ongoing basis. To further mitigate wholesale counterparty credit risk, PacifiCorp enters into netting and collateral arrangements that may include margining and cross-product netting agreements and obtains third-party guarantees, letters of credit and cash deposits. If required, PacifiCorp exercises rights under these arrangements, including calling on the counterparty's credit support arrangement.

Collateral and Contingent Features

In accordance with industry practice, certain wholesale derivative contracts contain credit support provisions that in part base certain collateral requirements on credit ratings for senior unsecured debt as reported by one or more of the three recognized credit rating agencies. These derivative contracts may either specifically provide bilateral rights to demand cash or other security if credit exposures on a net basis exceed specified rating-dependent threshold levels ("credit-risk-related contingent features") or provide the right for counterparties to demand "adequate assurance," or in some cases terminate the contract, in the event of a material adverse change in PacifiCorp's creditworthiness. These rights can vary by contract and by counterparty. As of June 30, 2016,2017, PacifiCorp's credit ratings from the three recognized credit rating agencies were investment grade.

The aggregate fair value of PacifiCorp's derivative contracts in liability positions with specific credit-risk-related contingent features totaled $109$102 million and $142$97 million as of June 30, 20162017 and December 31, 2015,2016, respectively, for which PacifiCorp had posted collateral of $68$73 million and $75$69 million, respectively, in the form of cash deposits. If all credit-risk-related contingent features for derivative contracts in liability positions had been triggered as of June 30, 20162017 and December 31, 2015,2016, PacifiCorp would have been required to post $28$26 million and $64$22 million, respectively, of additional collateral. PacifiCorp's collateral requirements could fluctuate considerably due to market price volatility, changes in credit ratings, changes in legislation or regulation, or other factors.



(7)    Fair Value Measurements

The carrying value of PacifiCorp's cash, certain cash equivalents, receivables, payables, accrued liabilities and short-term borrowings approximates fair value because of the short-term maturity of these instruments. PacifiCorp has various financial assets and liabilities that are measured at fair value on the Consolidated Financial Statements using inputs from the three levels of the fair value hierarchy. A financial asset or liability classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that PacifiCorp has the ability to access at the measurement date.

Level 2 - Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs reflect PacifiCorp's judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. PacifiCorp develops these inputs based on the best information available, including its own data.
 
The following table presents PacifiCorp's financial assets and liabilities recognized on the Consolidated Balance Sheets and measured at fair value on a recurring basis (in millions):
 Input Levels for Fair Value Measurements     Input Levels for Fair Value Measurements    
 Level 1 Level 2 Level 3 
Other(1) 
 Total Level 1 Level 2 Level 3 
Other(1) 
 Total
As of June 30, 2016          
As of June 30, 2017          
Assets:                    
Commodity derivatives $
 $22
 $
 $(11) $11
 $
 $10
 $
 $(4) $6
Money market mutual funds(2)
 62
 
 
 
 62
 167
 
 
 
 167
Investment funds 16
 
 
 
 16
 19
 
 
 
 19
 $78
 $22
 $
 $(11) $89
 $186
 $10
 $
 $(4) $192
                    
Liabilities - Commodity derivatives $
 $(115) $
 $79
 $(36) $
 $(109) $
 $77
 $(32)
                    
As of December 31, 2015          
As of December 31, 2016          
Assets:                    
Commodity derivatives $
 $9
 $3
 $(3) $9
 $
 $27
 $
 $(7) $20
Money market mutual funds(2)
 13
 
 
 
 13
 13
 
 
 
 13
Investment funds 15
 
 
 
 15
 17
 
 
 
 17
 $28
 $9
 $3
 $(3) $37
 $30
 $27
 $
 $(7) $50
                    
Liabilities - Commodity derivatives $
 $(148) $
 $78
 $(70) $
 $(104) $
 $76
 $(28)

(1)Represents netting under master netting arrangements and a net cash collateral receivable of $68$73 million and $75$69 million as of June 30, 20162017 and December 31, 2015,2016, respectively.

(2)Amounts are included in cash and cash equivalents, other current assets and other assets on the Consolidated Balance Sheets. The fair value of these money market mutual funds approximates cost.



Derivative contracts are recorded on the Consolidated Balance Sheets as either assets or liabilities and are stated at estimated fair value unless they are designated as normal purchases or normal sales and qualify for the exception afforded by GAAP. When available, the fair value of derivative contracts is estimated using unadjusted quoted prices for identical contracts in the market in which PacifiCorp transacts. When quoted prices for identical contracts are not available, PacifiCorp uses forward price curves. Forward price curves represent PacifiCorp's estimates of the prices at which a buyer or seller could contract today for delivery or settlement at future dates. PacifiCorp bases its forward price curves upon market price quotations, when available, or internally developed and commercial models, with internal and external fundamental data inputs. Market price quotations are obtained from independent energy brokers, exchanges, direct communication with market participants and actual transactions executed by PacifiCorp. Market price quotations for certain major electricity and natural gas trading hubs are generally readily obtainable for the first six years; therefore, PacifiCorp's forward price curves for those locations and periods reflect observable market quotes. Market price quotations for other electricity and natural gas trading hubs are not as readily obtainable for the first six years. Given that limited market data exists for these contracts, as well as for those contracts that are not actively traded, PacifiCorp uses forward price curves derived from internal models based on perceived pricing relationships to major trading hubs that are based on unobservable inputs. The estimated fair value of these derivative contracts is a function of underlying forward commodity prices, interest rates, currency rates, related volatility, counterparty creditworthiness and duration of contracts. Refer to Note 6 for further discussion regarding PacifiCorp's risk management and hedging activities.

PacifiCorp's investments in money market mutual funds and investment funds are stated at fair value and are primarily accounted for as available-for-sale securities. When available, PacifiCorp uses a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value. In the absence of a quoted market price or net asset value of an identical security, the fair value is determined using pricing models or net asset values based on observable market inputs and quoted market prices of securities with similar characteristics.

PacifiCorp's long-term debt is carried at cost on the Consolidated Balance Sheets. The fair value of PacifiCorp's long-term debt is a Level 2 fair value measurement and has been estimated based upon quoted market prices, where available, or at the present value of future cash flows discounted at rates consistent with comparable maturities with similar credit risks. The carrying value of PacifiCorp's variable-rate long-term debt approximates fair value because of the frequent repricing of these instruments at market rates. The following table presents the carrying value and estimated fair value of PacifiCorp's long-term debt (in millions):

  As of June 30, 2016 As of December 31, 2015
  Carrying Fair Carrying Fair
  Value Value Value Value
         
Long-term debt $7,062
 $8,740
 $7,114
 $8,210
  As of June 30, 2017 As of December 31, 2016
  Carrying Fair Carrying Fair
  Value Value Value Value
         
Long-term debt $7,004
 $8,260
 $7,052
 $8,204



(8)    Commitments and Contingencies

Legal Matters

PacifiCorp is party to a variety of legal actions arising out of the normal course of business. Plaintiffs occasionally seek punitive or exemplary damages. PacifiCorp does not believe that such normal and routine litigation will have a material impact on its consolidated financial results. PacifiCorp is also involved in other kinds of legal actions, some of which assert or may assert claims or seek to impose fines, penalties and other costs in substantial amounts and are described below.

USA Power

In October 2005, prior to BHE's ownership of PacifiCorp, PacifiCorp was added as a defendant to a lawsuit originally filed in February 2005 in the Third District Court of Salt Lake County, Utah ("Third District Court") by USA Power, LLC, USA Power Partners, LLC and Spring Canyon Energy, LLC (collectively, the "Plaintiff"). The Plaintiff's complaint alleged that PacifiCorp misappropriated confidential proprietary information in violation of Utah's Uniform Trade Secrets Act and accused PacifiCorp of breach of contract and related claims in regard to the Plaintiff's 2002 and 2003 proposals to build a natural gas-fueled generating facility in Juab County, Utah. In October 2007, the Third District Court granted PacifiCorp's motion for summary judgment on all counts and dismissed the Plaintiff's claims in their entirety. In a May 2010 ruling on the Plaintiff's petition for reconsideration, the Utah Supreme Court reversed summary judgment and remanded the case back to the Third District Court for further consideration. In May 2012, a jury awarded damages to the Plaintiff for breach of contract and misappropriation of a trade secret in the amounts of $18 million for actual damages and $113 million for unjust enrichment. After considering various motions filed by the parties to expand or limit damages, interest and attorney's fees, in May 2013, the court entered a final judgment against PacifiCorp in the amount of $115 million, which includes the $113 million of aggregate damages previously awarded and amounts awarded for the Plaintiff's attorneys' fees. The final judgment also ordered that postjudgment interest accrue beginning as of the date of the April 2013 initial judgment. In May 2013, PacifiCorp posted a surety bond issued by a subsidiary of Berkshire Hathaway to secure its estimated obligation. Both PacifiCorp and the Plaintiff filed appeals with the Utah Supreme Court. The Utah Supreme Court affirmed the district court's decision and denied the issues appealed by all parties. In May 2016, PacifiCorp paid $123 million for the final judgment and postjudgment interest.

Sanpete County, Utah Rangeland Fire

In June 2012, a major rangeland fire occurred in Sanpete County, Utah. Certain parties allege that contact between two of PacifiCorp's transmission lines may have triggered a ground fault that led to the fire. PacifiCorp has engaged experts to review the cause and origin of the fire, as well as to assess the damages. PacifiCorp has accrued its best estimate of the potential loss and expected insurance recovery. PacifiCorp believes it is reasonably possible it may incur additional loss beyond the amount accrued, but does not believe the potential additional loss will have a material impact on its consolidated financial results.

Environmental Laws and Regulations

PacifiCorp is subject to federal, state and local laws and regulations regarding air and water quality, renewable portfolio standards, emissions performance standards, climate change, coal combustion byproduct disposal, hazardous and solid waste disposal, protected species and other environmental matters that have the potential to impact PacifiCorp's current and future operations. PacifiCorp believes it is in material compliance with all applicable laws and regulations.

Hydroelectric Relicensing

PacifiCorp's Klamath hydroelectric system is currently operating under annual licenses with the Federal Energy Regulatory Commission ("FERC"). In February 2010, PacifiCorp, the United States Department of the Interior, the United States Department of Commerce, the state of California, the state of Oregon and various other governmental and non-governmental settlement parties signed the Klamath Hydroelectric Settlement Agreement ("KHSA"). Among other things, the KHSA provided that the United States Department of the Interior would conduct scientific and engineering studies to assess whether removal of the Klamath hydroelectric system's mainstem dams was in the public interest and would advance restoration of the Klamath Basin's salmonid fisheries. If it was determined that dam removal should proceed, dam removal would have begun no earlier than 2020.


UnderCongress failed to pass legislation needed to implement the KHSA, PacifiCorp and its customers were protected from uncapped dam removal costs and liabilities. For dam removal to occur, federal legislation consistent with the KHSA was required to provide, among other things, protection for PacifiCorp from all liabilities associated with dam removal activities. As of December 31, 2015, no federal legislation had been enacted, and several parties to the KHSA initiated a dispute resolution process.

In Februaryoriginal KHSA. On April 6, 2016, the principal parties to the KHSA (PacifiCorp, the states of California and Oregon and the United States Departments of the Interior and Commerce) executed an agreement in principle committing to explore potential amendment of the KHSA to facilitate removal of the Klamath dams through a FERC process without the need for federal legislation. Since that time, PacifiCorp, the states of California and Oregon, and the United States Departments of the Interior and Commerce have negotiatedand other stakeholders executed an amendment to the KHSA that was signed on April 6, 2016. UnderKHSA. Consistent with the terms of the amended KHSA, on September 23, 2016, PacifiCorp will fileand the Klamath River Renewal Corporation ("KRRC") jointly filed an application with the FERC to transfer the license for the four mainstem Klamath River hydroelectric generating facilities from PacifiCorp to a newly formed private entity, the Klamath River Renewal Corporation ("KRRC"). TheKRRC. Also on September 23, 2016, the KRRC will filefiled an application with the FERC to surrender the license and decommission the facilities. The KRRC's license surrender application included a request for the FERC to refrain from acting on the surrender application until after the transfer of the license to the KRRC is effective.

TheUnder the amended KHSA, provides PacifiCorp and its customers are protected from uncapped dam removal costs and liabilities. The KRRC must indemnify PacifiCorp from liabilities associated with liability protections comparable to the KHSA.dam removal. The amended KHSA also limits PacifiCorp's contribution to facilities removal costs to no more than $200 million, of which up to $184 million would be collected from PacifiCorp's Oregon customers with the remainder to be collected from PacifiCorp's California customers. Additional funding of up to $250 million for facilities removal costs is to be provided by the state of California. California voters approved a water bond measure in November 2014 from which the state of California's contribution toward facilities removal costs will beare being drawn. In accordance with this bond measure, additional funding of up to $250 million for facilities removal costs was included in the California state budget in 2016, with the funding effective for at least five years. If facilities removal costs exceed the combined funding that will be available from PacifiCorp's Oregon and California customers and the state of California, sufficient funds would need to be provided by the KRRC or an entity other than PacifiCorp in order for facilities removal to proceed.

If certain conditions in the amended KHSA are not satisfied and the license does not transfer to the KRRC, PacifiCorp will resume relicensing with the FERC.

Guarantees

PacifiCorp has entered into guarantees as part of the normal course of business and the sale of certain assets. These guarantees are not expected to have a material impact on PacifiCorp's consolidated financial results.

(9)(9)     Related Party Transactions

Berkshire Hathaway includes BHE and its subsidiaries in its United States federal income tax return. Consistent with established regulatory practice, PacifiCorp's provision for income taxes has been computed on a stand-alone basis, and substantially all of its
currently payable or receivable income taxes are remitted to or received from BHE. For the six-month periodperiods ended June 30, 2017 and 2016, PacifiCorp made net cash payments for federal and state income taxes to BHE totaling $3 million and $65 million. For the six-month period ended June 30, 2015, PacifiCorp received net cash payments for federal and state income taxes from BHE totaling $87 million.million, respectively.



Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is management's discussion and analysis of certain significant factors that have affected the consolidated financial condition and results of operations of PacifiCorp during the periods included herein. Explanations include management's best estimate of the impact of weather, customer growth and other factors. This discussion should be read in conjunction with PacifiCorp's historical unaudited Consolidated Financial Statements and Notes to Consolidated Financial Statements in Part I, Item 1 of this Form 10‑Q. PacifiCorp's actual results in the future could differ significantly from the historical results.

Results of Operations for the Second Quarter and First Six Months of 20162017 and 20152016
 
Overview

Net income for the second quarter of 20162017 was $176$175 million, an increasea decrease of $5$1 million, or 3%1%, compared to 2015.2016. Net income increased primarilydecreased due to higher marginsdepreciation and amortization of $11 million. Margins increased primarily due to lower coal costs, higher retail rates, and lower purchased electricity,$9 million, partially offset by lower operations and maintenance expenses of $7 million and higher margins of $3 million. Margins increased due to higher retail customer loadvolumes, lower natural gas-fueled generation, higher wheeling revenue, and lowerhigher wholesale electricity revenue from lower volumes. Retail customer load decreased by 3.2% due to the impacts of lower industrialhigher volumes and commercial customer usage and the impacts of weather on residential customer load,short-term market prices, partially offset by lower average retail rates, higher residentialpurchased electricity costs from higher volumes and prices and higher coal costs. Retail customer volumes increased 2.4% due to higher commercial and industrial usage and an increase in the average number of residential and commercial customers primarily in Utah. Energy generated decreased 18%1% for the second quarter of 20162017 compared to 20152016 primarily due to lower coal-fuelednatural gas-fueled generation, partially offset by higher natural gas-fueled, hydroelectric and wind-poweredcoal generation. PurchasedWholesale electricity sales volumes increased 25% and purchased electricity volumes increased 57% and wholesale electricity sales volumes decreased 33%16%.

Net income for the first six months of 20162017 was $341$354 million, an increase of $36$13 million, or 12%4%, compared to 2015.2016. Net income increased due to higher margins of $62 million, partially offset by lower AFUDC of $7 million. Margins increased primarily due to lower coal costs,operations and maintenance expenses of $22 million and higher retail rates, lower purchased electricity and lower natural gas costs, partially offset by lower wholesale electricity revenue from lower volumes, and lower retail customer load. Retail customer load decreased by 1.1% due to the impactsmargins of lower industrial and commercial customer usage,$18 million, partially offset by higher residentialdepreciation and amortization of $15 million and higher property taxes of $3 million. Margins increased due to higher retail customer usage, including the impactvolumes, lower natural gas-fueled generation, higher wholesale revenue from higher volumes and short-term market prices, lower purchased electricity prices and higher wheeling revenue, partially offset by higher purchased electricity volumes, lower average retail rates and higher coal costs. Retail customer volumes increased 2.6% due to impacts of weather on residential customers in Oregon and Washington, higher industrial usage primarily in Utah and Idaho, higher commercial usage across the service territory and an increase in the average number of residential customers in Utah and Oregon and commercial customers primarilyin Utah, partially offset by lower residential usage in Utah and Oregon. Energy generated decreased 11%3% for the first six months of 20162017 compared to 20152016 primarily due to lower coal-fuelednatural gas-fueled generation, partially offset by higher natural gas-fueled, hydroelectric and wind-poweredcoal generation. PurchasedWholesale electricity sales volumes increased 1% and purchased electricity volumes increased 19% and wholesale electricity sales volumes decreased 30%21%.

Operating revenue and energy costs are the key drivers of PacifiCorp's results of operations as they encompass retail and wholesale electricity revenue and the direct costs associated with providing electricity to customers. PacifiCorp believes that a discussion of gross margin, representing operating revenue less energy costs, is therefore meaningful.



A comparison of PacifiCorp's key operating results is as follows:

 Second Quarter First Six Months
 2016 2015 Change 2016 2015 ChangeSecond Quarter First Six Months
                2017 2016 Change 2017 2016 Change
Gross margin (in millions):                               
Operating revenue $1,233
 $1,269
 $(36) (3)% $2,485
 $2,519
 $(34) (1)%$1,245
 $1,233
 $12
 1 % $2,526
 $2,485
 $41
 2 %
Energy costs 390
 437
 (47) (11) 817
 913
 (96) (11)399
 390
 9
 2 % 840
 817
 23
 3 %
Gross margin $843
 $832
 $11
 1
 $1,668
 $1,606
 $62
 4
$846
 $843
 $3
  % $1,686
 $1,668
 $18
 1 %
                               
Sales (GWh):                               
Residential 3,502
 3,394
 108
 3 % 7,762
 7,387
 375
 5 %3,577
 3,502
 75
 2 % 8,038
 7,762
 276
 4 %
Commercial 4,063
 4,253
 (190) (4) 8,154
 8,283
 (129) (2)
Industrial and irrigation 5,271
 5,634
 (363) (6) 10,093
 10,671
 (578) (5)
Other 116
 105
 11
 10
 237
 209
 28
 13
Commercial(1)
4,264
 4,141
 123
 3 % 8,520
 8,319
 201
 2 %
Industrial, irrigation and other(1)
5,425
 5,309
 116
 2 % 10,378
 10,165
 213
 2 %
Total retail 12,952
 13,386
 (434) (3) 26,246
 26,550
 (304) (1)13,266
 12,952
 314
 2 % 26,936
 26,246
 690
 3 %
Wholesale 1,086
 1,614
 (528) (33) 2,980
 4,268
 (1,288) (30)1,362
 1,086
 276
 25 % 3,012
 2,980
 32
 1 %
Total sales 14,038
 15,000
 (962) (6) 29,226
 30,818
 (1,592) (5)14,628
 14,038
 590
 4 % 29,948
 29,226
 722
 2 %
                               
Average number of retail customers                               
(in thousands) 1,837
 1,810
 27
 1 % 1,835
 1,805
 30
 2 %1,864
 1,837
 27
 1 % 1,861
 1,835
 26
 1 %
                               
Average revenue per MWh:                               
Retail $89.96
 $88.32
 $1.64
 2 % $88.96
 $86.91
 $2.05
 2 %$87.65
 $89.96
 $(2.31) (3)% $87.22
 $88.96
 $(1.74) (2)%
Wholesale $22.89
 $28.65
 $(5.76) (20)% $23.93
 $31.86
 $(7.93) (25)%$23.99
 $22.89
 $1.10
 5 % $29.92
 $23.93
 $5.99
 25 %
                               
Sources of energy (GWh)(1):
                
Heating degree days1,410
 1,052
 358
 34 % 6,168
 5,490
 678
 12 %
Cooling degree days536
 557
 (21) (4)% 538
 557
 (19) (3)%
               
Sources of energy (GWh)(2):
               
Coal 7,130
 10,324
 (3,194) (31)% 15,862
 20,676
 (4,814) (23)%7,516
 7,130
 386
 5 % 16,356
 15,862
 494
 3 %
Natural gas 2,573
 2,180
 393
 18
 4,899
 3,854
 1,045
 27
1,323
 2,573
 (1,250) (49)% 3,161
 4,899
 (1,738) (35)%
Hydroelectric(2)
 887
 657
 230
 35
 2,231
 1,681
 550
 33
Wind and other(2)
 681
 583
 98
 17
 1,690
 1,383
 307
 22
Hydroelectric(3)
1,578
 887
 691
 78 % 2,957
 2,231
 726
 33 %
Wind and other(3)
690
 681
 9
 1 % 1,570
 1,690
 (120) (7)%
Total energy generated 11,271
 13,744
 (2,473) (18) 24,682
 27,594
 (2,912) (11)11,107
 11,271
 (164) (1)% 24,044
 24,682
 (638) (3)%
Energy purchased 3,663
 2,332
 1,331
 57
 6,489
 5,453
 1,036
 19
4,237
 3,663
 574
 16 % 7,822
 6,489
 1,333
 21 %
Total 14,934
 16,076
 (1,142) (7) 31,171
 33,047
 (1,876) (6)15,344
 14,934
 410
 3 % 31,866
 31,171
 695
 2 %
                               
Average cost of energy per MWh:                               
Energy generated(3)
 $19.18
 $19.55
 $(0.37) (2)% $18.48
 $19.63
 $(1.15) (6)%
Energy generated(4)
$18.22
 $19.18
 (0.96) (5)% $18.80
 $18.48
 $0.32
 2 %
Energy purchased $34.18
 $55.94
 $(21.76) (39)% $40.42
 $51.04
 $(10.62) (21)%$34.50
 $34.18
 0.32
 1 % $37.85
 $40.42
 $(2.57) (6)%

(1)Prior period GWh amounts have been reclassified for consistency with the current period presentation.

(2)GWh amounts are net of energy used by the related generating facilities.

(2)(3)All or some of the renewable energy attributes associated with generation from these generating facilities may be: (a) used in future years to comply with RPS or other regulatory requirements or (b) sold to third parties in the form of RECs or other environmental commodities.

(3)(4)The average cost per MWh of energy generated includes only the cost of fuel associated with the generating facilities.



Gross margin increased $11$3 million or 1%, for the second quarter of 20162017 compared to 20152016 primarily due to:

$4828 million of higher retail revenues due to increased customer volumes of 2.4% due to higher commercial and industrial customer usage and an increase in the average number of residential and commercial customers in Utah;

$18 million of lower coalnatural gas costs primarily due to lower volumes, partially offset bygas-fueled generation as gas prices were higher average unit costs;in 2017;

$108 million of increases mainly fromdue to higher retail rates;wheeling revenue; and

$5 million of lower purchased electricity due to $58 million of lower average market prices, partially offset by $538 million of higher volumes.wholesale revenue due to higher volumes and higher short-term market prices.

The increases above were partially offset by:

$2721 million of lower average retail revenues from a 3.2% decrease in retail customer load primarily due to a 3.0% decline in industrial and commercial customer usage across the service territory, partially offset by higher residential customer usage in Utah and Oregon. Lower retail customer load also reflects a 0.9% decrease due to the impacts of weather and a 0.7% increase in the average number of residential and commercial customers; andrates;

$21 million of lower wholesale revenue primarilyhigher purchased electricity costs due to reduced volumes.higher volumes and prices;

$11 million of lower Demand Side Management ("DSM") revenues (offset in operating expenses), primarily driven by the recently implemented Utah Sustainable Transportation and Energy Plan ("STEP") program; and

$4 million of higher coal costs.

Operations and maintenance decreased $7 million, or 3%, for the second quarter of 20162017 compared to 20152016 primarily due to insurance recoveries expected froma decrease in DSM amortization expense (offset in revenues) driven by the establishment of the Utah STEP program and a decrease in pension expense primarily due to a current year plan change. These decreases were partially offset by higher injury and damage expenses, primarily due to a prior period claimyear accrual for insurance proceeds and lower materialcurrent year settlements, and supply expenses.higher labor costs related to storm damage restoration.

Depreciation and amortization increased $3$9 million, or 2%5%, for the second quarter of 20162017 compared to 20152016 primarily due to higher plant-in-service.

Income tax expense increased $7 million, or 9%, for the second quarter of 2016 compared to 2015 and the effective tax rate was 32% and 30% for the second quarter of 2016 and 2015, respectively. The increase in income tax expense was primarily due to higher pre-tax book income.



Gross margin increased increased $62$18 million, or 4%1%, for the first six months of 20162017 compared to 20152016 primarily due to:

$7864 million of higher retail revenues due to increased customer volumes of 2.6% from the impacts of weather on residential customers in Oregon and Washington, higher industrial usage primarily in Utah and Idaho, higher commercial usage across the service territory, and an increase in the average number of residential customers in Utah and Oregon and commercial customers in Utah, partially offset by lower residential usage in Utah and Oregon;

$21 million of lower coalnatural gas costs primarily due to decreasedlower gas-fueled generation including the idling of the Carbon Facilitydue to higher gas prices in April 2015, partially offset by higher average unit costs;2017;

$3119 million of increases mainly from higher retail rates;wholesale revenue due to higher volumes and higher short-term market prices;

$16 million of lower average purchased electricity prices;

$9 million due to $67 million of lower average market prices, partially offset by $51 million of higher volumes;wheeling revenue; and

$7 million of lower natural gashigher net deferrals of incurred net power costs due to $58 million of lower average unit costs, partially offset by $51 million of increased generation primarily as a result of increased availability.in accordance with established adjustment mechanisms.

The increases above were partially offset by:

$6550 million of higher purchased electricity volumes;

$26 million of lower wholesale revenueaverage retail rates;

$23 million of lower DSM revenues (offset in operating expenses), primarily driven by the recently implemented Utah STEP program; and

$17 million of higher coal costs, primarily due to reducedhigher volumes.

Operations and maintenancedecreased $12 million, or 2%, for the first six months of 2016 compared to 2015 due to lower chemical costs, fuel costs and insurance recoveries expected from a prior period claim.

Depreciation and amortization increased $4 million, or 1%, for the first six months of 2016 compared to 2015 primarily due to higher plant-in-service, partially offset by the idling of the Carbon Facility in April 2015.

Taxes, other than income taxes increased $4decreased $22 million, or 4%, for the first six months of 20162017 compared to 20152016 primarily due to a decrease in DSM amortization expense (offset in revenues) driven by the establishment of the Utah STEP program, and a decrease in pension expense primarily due to a current year plan change. These decreases were partially offset by higher injury and damage expenses, primarily due to a prior year accrual for insurance proceeds and current year settlements, and higher labor costs related to storm damage restoration.

Depreciation and amortization increased $15 million, or 4%, for the first six months of 2017 compared to 2016 primarily due to higher plant-in-service.

Taxes, other than income taxes increased $5 million, or 5% for the first six months of 2017 compared to 2016 due to higher assessed property values.

Allowance for borrowed and equity funds Income tax expensedecreased $7 increased $8 million, or 24%5%, for the first six months of 20162017 compared to 2015 primarily due lower qualified construction work-in-progress balances.




Income tax expense increased $22 million, or 16%, for the first six months of 2016 compared to 2015 and the effective tax rate was 32% for 2017 and 31% for the first six months of 2016 and 2015, respectively. The increase in income tax expense was primarily due to higher pre-tax book income, partially offset by higher production tax credits associated with PacifiCorp's wind-powered generating facilities.2016.



Liquidity and Capital Resources
 
As of June 30, 2016,2017, PacifiCorp's total net liquidity was as follows (in millions):
Cash and cash equivalents $59
 $167
    
Credit facilities 1,000
 1,000
Less:    
Short-term debt 
 
Tax-exempt bond support and letters of credit (150)
Tax-exempt bond support (92)
Net credit facilities 850
 908
    
Total net liquidity $909
 $1,075
    
Credit facilities:    
Maturity dates 2018, 2019
 2020

Operating Activities

Net cash flows from operating activities for the six-month periods ended June 30, 2017 and 2016 and 2015 were $797$1,029 million and $987$797 million, respectively. The change was primarily due to cash paid for income taxes in the current year compared to cash received for income taxes in the prior year, payment for USA Power final judgment and postjudgmentpost-judgment interest and lowerin the prior year, higher receipts from wholesale electricity sales,and retail customers, and prior year higher cash payments for income taxes, partially offset by lower fuelincreases in payments higher receipts from retail customers, lower cash collateral posted for derivative contracts and lower purchased electricity payments.power.

In December 2015, the Protecting Americans from Tax Hikes Act of 2015 ("PATH") was signed into law, extending bonus depreciation for qualifying property acquired and placed in-service before January 1, 2020 (bonus depreciation rates will be 50% in 2015-2017, 40% in 2018, and 30% in 2019), with an additional year for certain longer lived assets. As a result of PATH, PacifiCorp's cash flows from operations are expected to benefit in 2016 and beyond due to bonus depreciation on qualifying assets placed in-service.in-service through 2019.

The timing of PacifiCorp's income tax cash flows from period to period can be significantly affected by the estimated federal income tax payment methods and assumptions for each payment date.

Investing Activities

Net cash flows from investing activities for the six-month periods ended June 30, 2017 and 2016 and 2015 were $(424)$(355) million and $(441)$(424) million, respectively. The change was related toreflects a priorcurrent year service territory acquisition of $(23) million and lowerdecrease in capital expenditures of $4$45 million and current year distributions from an affiliate of $16 million compared to prior year contributions to an affiliate of $9 million. Refer to "Future Uses of Cash" for discussion of capital expenditures.

Financing Activities

Net cash flows from financing activities for the six-month period ended June 30, 2017 was $(524) million. Uses of cash consisted substantially of $270 million for the repayment of short-term debt, $200 million for common stock dividends paid to PPW Holdings LLC, and $50 million for the repayment of long-term debt.

Net cash flows from financing activities for the six-month period ended June 30, 2016 was $(326) million. Uses of cash consisted substantially of $250 million for common stock dividends paid to PPW Holdings LLC, $54 million for the repayment of long-term debt and $20 million for the repayment of short-term debt.

Net cash flows from financing activities for the six-month period ended June 30, 2015 was $(473) million. Uses of cash consisted substantially of $700 million for common stock dividends paid to PPW Holdings LLC and $20 million for the repayment of short-term debt. Sources of cash consisted of proceeds from the issuance of long-term debt of $250 million.




Short-term Debt

Regulatory authorities limit PacifiCorp to $1.5 billion of short-term debt. As of June 30, 2016,2017, PacifiCorp had no short-term debt outstanding. As of December 31, 2015,2016, PacifiCorp had $20$270 million of short-term debt outstanding at a weighted average interest rate of 0.65%0.96%.



Long-term Debt
 
PacifiCorp currently has regulatory authority from the OPUC and the IPUC to issue an additional $1.325 billion of long-term debt. PacifiCorp must make a notice filing with the WUTC prior to any future issuance.

Future Uses of Cash
 
PacifiCorp has available a variety of sources of liquidity and capital resources, both internal and external, including net cash flows from operating activities, public and private debt offerings, the issuance of commercial paper, the use of unsecured revolving credit facilities, capital contributions and other sources. These sources are expected to provide funds required for current operations, capital expenditures, debt retirements and other capital requirements. The availability and terms under which PacifiCorp has access to external financing depends on a variety of factors, including PacifiCorp's credit ratings, investors' judgment of risk and conditions in the overall capital markets, including the condition of the utility industry.

Capital Expenditures
 
PacifiCorp has significant future capital requirements. Capital expenditure needs are reviewed regularly by management and may change significantly as a result of these reviews, which may consider, among other factors, changes in environmental and other rules and regulations; impacts to customers' rates; outcomes of regulatory proceedings; changes in income tax laws; general business conditions; load projections; system reliability standards; the cost and efficiency of construction labor, equipment and materials; commodity prices; and the cost and availability of capital.

Historical and forecast capital expenditures, each of which exclude amounts for non-cash equity AFUDC and other non-cash items, are as follows (in millions):
Six-Month Periods AnnualSix-Month Periods Annual
Ended June 30, ForecastEnded June 30, Forecast
2015 2016 20162016 2017 2017
          
Transmission system investment$64
 $48
 $94
$48
 $49
 $122
Environmental51
 26
 64
26
 11
 34
Wind investment
 5
 20
Operating and other304
 341
 620
341
 305
 649
Total$419
 $415
 $778
$415
 $370
 $825

PacifiCorp's historical and forecast capital expenditures include the following:

Transmission system investment includesprimarily reflects main grid reinforcement costs constructionand initial costs for the 170-mile single-circuit 345-kV Sigurd-Red Butte140-mile 500 kV Aeolus-Bridger/Anticline transmission line, that wasa major segment of PacifiCorp’s Energy Gateway Transmission expansion program expected to be placed in-service in May 2015 and initial development costs2020. Planned spending for several other long-term projects.the Aeolus-Bridger/Anticline line totals $21 million in 2017.

Environmental includes the installation of new or the replacement of existing emissions control equipment at certain generating facilities, including installation or upgrade of selective catalytic reduction control systems.systems and low nitrogen oxide burners to reduce nitrogen oxides, particulate matter control systems, sulfur dioxide emissions control systems and mercury emissions control systems, as well as expenditures for the management of coal combustion residuals.

Wind investment includes initial costs for new wind plant construction projects and repowering of certain existing wind plants. The repowering projects entail the replacement of significant components of older turbines. Planned spending for the repowering totals $10 million in 2017 and for the new wind-powered generating facilities totals $10 million in 2017. The repowering projects are expected to be placed in-service at various dates in 2019 and 2020. The new wind-powered generating facilities are also expected to be placed in-service in 2019 and 2020. The energy production from the repowered and new wind-powered generating facilities is expected to qualify for 100% of the federal renewable electricity production tax credit available for 10 years once the equipment is placed in-service.



Remaining investments relate to operating projects that consist of routine expenditures for generation, transmission, distribution generation and other infrastructure needed to serve existing and expected demand.


demand, including upgrades to customer meters in Oregon and Idaho.

Integrated Resource Plan

In March 2015,April 2017, PacifiCorp filed its 20152017 Integrated Resource Plan ("IRP") with theits state commissions. In 2015 the WPSC accepted the 2015The IRP into its files and the UPSC, IPUC and WUTC acknowledged the 2015 IRP. In February 2016, the OPUC acknowledged the 2015 IRP with one exception. In March 2016, PacifiCorp filed its updateincludes investments in renewable energy resources, upgrades to the 2015 IRP withexisting wind fleet, and energy efficiency measures to meet future customer needs. Implementation of wind upgrades, new transmission, and new wind renewable resources will require an estimated $3.5 billion in capital investment from 2017 through 2020. PacifiCorp's forecast capital expenditures for 2018 through 2019 increased $723 million from the state commissions.forecast included in PacifiCorp's 2016 Annual Report on Form 10-K as a result of its 2017 IRP.

Request for Proposals

In compliance with the 2017 IRP filed in April 2017, PacifiCorp issues individualis preparing to issue its Request for Proposals ("RFP"), each for renewable resources in late August 2017 seeking cost-competitive bids for up to 1,270 MW of which typically focuses on a specific categorywind energy resources interconnecting with or delivering to PacifiCorp’s Wyoming system. PacifiCorp has identified plans to add at least 1,100 MW of generationnew wind resources consistentthat will qualify for full federal production tax credits and achieve commercial operation by December 31, 2020, in conjunction with the IRP or other customer-driven demands.implementation of certain Wyoming transmission infrastructure projects within that same time frame. The IRP and the RFPs provide for the identification and staged procurement of resources to meet load requirements and/or to meet renewable portfolio standard requirements. Depending upon the specificdraft 2017 RFP applicable laws and regulations may require PacifiCorp to file draft RFPswas filed with the UPSC the OPUCin June 2017 and was distributed to parties in Oregon in July 2017. The Utah and the WUTC. ApprovalOregon Independent Evaluators have been selected and approved by the respective commissions. The draft RFP will incorporate comments by parties during August 2017 with approval by the UPSC and the OPUC ortargeted for the end of August 2017. The WUTC may be required depending on the naturewas notified of the RFPs.2017 RFP and schedule. Bids will be due in October 2017.

PacifiCorp issued renewable resource and renewable energy credit RFPs to the market on April 11, 2016. The RFPs were issued to seek cost-effective renewable resources and RECs that can take full advantage of federal income tax incentives and that can be used to meet renewable portfolio standard requirements in Oregon, Washington, and California. PacifiCorp has established a final shortlist that includes bids for RECs from 13 renewable projects having an aggregate capacity of 218 MW. PacifiCorp anticipates completing negotiations with final shortlist bidders and executing REC agreements in August 2016.

Contractual Obligations

As of June 30, 2016,2017, there have been no material changes outside the normal course of business in contractual obligations from the information provided in Item 7 of PacifiCorp's Annual Report on Form 10-K for the year ended December 31, 2015.2016.

Regulatory Matters

PacifiCorp is subject to comprehensive regulation. Refer to "Regulatory Matters" in Berkshire Hathaway Energy's Part I, Item 2 of this Form 10-Q for discussion regarding PacifiCorp's current regulatory matters.

Environmental Laws and Regulations

PacifiCorp is subject to federal, state, local and localforeign laws and regulations regarding air and water quality, renewable portfolio standards,RPS, emissions performance standards, climate change, coal combustion byproduct disposal, hazardous and solid waste disposal, protected species and other environmental matters that have the potential to impact PacifiCorp's current and future operations. In addition to imposing continuing compliance obligations, and capital expenditure requirements, these laws and regulations provide regulators with the authority to levy substantial penalties for noncompliance including fines, injunctive relief and other sanctions. These laws and regulations are administered by the EPA and various state, local and localinternational agencies. All suchPacifiCorp believes it is in material compliance with all applicable laws and regulations, although many are subject to a range of interpretation whichthat may ultimately be resolved by the courts. Environmental laws and regulations continue to evolve, and PacifiCorp is unable to predict the impact of the changing laws and regulations on its operations and consolidated financial results. PacifiCorp believes it is in material compliance with all applicable laws and regulations. Refer to "Liquidity and Capital Resources" for discussion of PacifiCorp's forecast environmental-related capital expenditures.

Refer to "Environmental Laws and Regulations" in Berkshire Hathaway Energy's Part I, Item 2 of this Form 10-Q for additional information regarding environmental laws.


New Accounting Pronouncements

For a discussion of new accounting pronouncements affecting PacifiCorp, refer to Note 2 of Notes to Consolidated Financial Statements in Part I, Item 1 of the Form 10-Q.



Critical Accounting Estimates

Certain accounting measurements require management to make estimates and judgments concerning transactions that will be settled several years in the future. Amounts recognized on the Consolidated Financial Statements based on such estimates involve numerous assumptions subject to varying and potentially significant degrees of judgment and uncertainty and will likely change in the future as additional information becomes available. Estimates are used for, but not limited to, the accounting for the effects of certain types of regulation, derivatives, pension and other postretirement benefits, income taxes and revenue recognition-unbilled revenue. For additional discussion of PacifiCorp's critical accounting estimates, see Item 7 of PacifiCorp's Annual Report on Form 10-K for the year ended December 31, 2015.2016. There have been no significant changes in PacifiCorp's assumptions regarding critical accounting estimates since December 31, 2015.2016.



MidAmerican Funding, LLC and its subsidiaries and MidAmerican Energy Company
Consolidated Financial Section



PART I
Item 1.Financial Statements


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Shareholder of
MidAmerican Energy Company
Des Moines, Iowa

We have reviewed the accompanying balance sheet of MidAmerican Energy Company ("MidAmerican Energy") as of June 30, 2016,2017, and the related statements of operations and comprehensive income for the three-month and six-month periods ended June 30, 20162017 and 2015,2016, and of changes in equity and cash flows for the six-month periods ended June 30, 20162017 and 2015.2016. These interim financial statements are the responsibility of MidAmerican Energy's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the balance sheet of MidAmerican Energy Company as of December 31, 2015,2016, and the related statements of operations, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein) prior to reclassification for the discontinued operations described in Note 3 to the accompanying financial information;; and in our report dated February 26, 2016,24, 2017, we expressed an unqualified opinion on those financial statements. We also audited the adjustments described in Note 3 to reclassify the December 31, 2015 balance sheet of MidAmerican Energy Company for discontinued operations. In our opinion, such adjustments are appropriate and have been properly applied to the previously issued financial statementsinformation set forth in deriving the accompanying retrospectively adjusted financial informationbalance sheet as of December 31, 2015.2016 is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.


/s/ Deloitte & Touche LLP


Des Moines, Iowa
August 5, 20164, 2017



MIDAMERICAN ENERGY COMPANY
BALANCE SHEETS (Unaudited)
(Amounts in millions)

As of
June 30, December 31,As of
2016 2015June 30, December 31,
   2017 2016
ASSETS
Current assets:      
Cash and cash equivalents$203
 $103
$370
 $14
Receivables, net256
 342
268
 285
Income taxes receivable3
 104
94
 9
Inventories256
 238
234
 264
Other current assets26
 58
22
 35
Total current assets744
 845
988
 607
      
Property, plant and equipment, net11,873
 11,723
13,042
 12,821
Regulatory assets1,099
 1,044
1,222
 1,161
Investments and restricted cash and investments649
 634
689
 653
Other assets161
 139
200
 217
      
Total assets$14,526
 $14,385
$16,141
 $15,459

The accompanying notes are an integral part of these financial statements.


MIDAMERICAN ENERGY COMPANY
BALANCE SHEETS (Unaudited) (continued)
(Amounts in millions)

As of
June 30, December 31,As of
2016 2015June 30, December 31,
   2017 2016
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:      
Accounts payable$191
 $426
$147
 $303
Accrued interest45
 46
48
 45
Accrued property, income and other taxes240
 125
140
 137
Short-term debt
 99
Current portion of long-term debt34
 34
350
 250
Other current liabilities153
 166
156
 159
Total current liabilities663
 797
841
 993
      
Long-term debt4,234
 4,237
4,543
 4,051
Deferred income taxes3,194
 3,061
3,638
 3,572
Regulatory liabilities790
 831
899
 883
Asset retirement obligations563
 488
528
 510
Other long-term liabilities259
 266
294
 290
Total liabilities9,703
 9,680
10,743
 10,299
      
Commitments and contingencies (Note 10)
 
Commitments and contingencies (Note 8)
 
      
Shareholder's equity:      
Common stock - 350 shares authorized, no par value, 71 shares issued and outstanding
 

 
Additional paid-in capital561
 561
561
 561
Retained earnings4,263
 4,174
4,837
 4,599
Accumulated other comprehensive loss, net(1) (30)
Total shareholder's equity4,823
 4,705
5,398
 5,160
      
Total liabilities and shareholder's equity$14,526
 $14,385
$16,141
 $15,459

The accompanying notes are an integral part of these financial statements.



MIDAMERICAN ENERGY COMPANY
STATEMENTS OF OPERATIONS (Unaudited)
(Amounts in millions)

 Three-Month Periods Six-Month Periods
 Ended June 30, Ended June 30,
 2016 2015 2016 2015
Operating revenue:       
Regulated electric$481
 $461
 $880
 $887
Regulated gas and other103
 111
 329
 407
Total operating revenue584
 572
 1,209
 1,294
        
Operating costs and expenses:       
Cost of fuel, energy and capacity90
 104
 182
 226
Cost of gas sold and other47
 55
 182
 256
Operations and maintenance170
 174
 330
 344
Depreciation and amortization110
 99
 220
 199
Property and other taxes28
 28
 56
 57
Total operating costs and expenses445
 460
 970
 1,082
        
Operating income139
 112
 239
 212
        
Other income and (expense):       
Interest expense(48) (45) (97) (89)
Allowance for borrowed funds2
 2
 3
 4
Allowance for equity funds4
 6
 8
 11
Other, net2
 2
 5
 5
Total other income and (expense)(40) (35) (81) (69)
        
Income before income tax benefit99
 77
 158
 143
Income tax benefit(32) (49) (49) (73)
        
Income from continuing operations131
 126
 207
 216
        
Discontinued operations (Note 3):       
Income from discontinued operations
 9
 
 16
Income tax expense
 4
 
 7
Income on discontinued operations
 5
 
 9
        
Net income$131
 $131
 $207
 $225

The accompanying notes are an integral part of these financial statements.



MIDAMERICAN ENERGY COMPANY
STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(Amounts in millions)

 Three-Month Periods Six-Month Periods
 Ended June 30, Ended June 30,
 2016 2015 2016 2015
        
Net income$131
 $131
 $207
 $225
        
Other comprehensive income (loss), net of tax:       
Unrealized gains on available-for-sale securities, net of tax of $1, $-, $1 and $-1
 1
 2
 1
Unrealized losses on cash flow hedges, net of tax of $-, $(3), $- and $(1)
 (6) 
 (4)
Total other comprehensive income (loss), net of tax1
 (5) 2
 (3)
        
Comprehensive income$132
 $126
 $209
 $222
 Three-Month Periods Six-Month Periods
 Ended June 30, Ended June 30,
 2017 2016 2017 2016
Operating revenue:       
Regulated electric$537
 $481
 $970
 $880
Regulated gas and other121
 103
 383
 329
Total operating revenue658
 584
 1,353
 1,209
        
Operating costs and expenses:       
Cost of fuel, energy and capacity110
 90
 212
 182
Cost of gas sold and other62
 47
 234
 182
Operations and maintenance181
 170
 347
 330
Depreciation and amortization141
 110
 258
 220
Property and other taxes29
 28
 60
 56
Total operating costs and expenses523
 445
 1,111
 970
        
Operating income135
 139
 242
 239
        
Other income (expense):       
Interest expense(53) (48) (106) (97)
Allowance for borrowed funds3
 2
 5
 3
Allowance for equity funds8
 4
 14
 8
Other, net2
 2
 8
 5
Total other income (expense)(40) (40) (79) (81)
        
Income before income tax benefit95
 99
 163
 158
Income tax benefit(39) (32) (76) (49)
        
Net income$134
 $131
 $239
 $207

The accompanying notes are an integral part of these financial statements.



MIDAMERICAN ENERGY COMPANY
STATEMENTS OF CHANGES IN EQUITY (Unaudited)
(Amounts in millions)

Common
Stock
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss, Net
 
Total
Equity
Common
Stock
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss, Net
 
Total
Equity
              
Balance, December 31, 2014$561
 $3,712
 $(23) $4,250
Net income
 225
 
 225
Other comprehensive loss
 
 (3) (3)
Balance, June 30, 2015$561
 $3,937
 $(26) $4,472
       
Balance, December 31, 2015$561
 $4,174
 $(30) $4,705
$561
 $4,174
 $(30) $4,705
Net income
 207
 
 207

 207
 
 207
Other comprehensive income
 
 2
 2

 
 2
 2
Dividend (Note 3)
 (117) 27
 (90)
Dividend
 (117) 27
 (90)
Other equity transactions
 (1) 
 (1)$
 $(1) $
 $(1)
Balance, June 30, 2016$561
 $4,263
 $(1) $4,823
$561
 $4,263
 $(1) $4,823
       
Balance, December 31, 2016$561
 $4,599
 $
 $5,160
Net income
 239
 
 239
Other equity transactions
 (1) 
 (1)
Balance, June 30, 2017$561
 $4,837
 $
 $5,398

The accompanying notes are an integral part of these financial statements.



MIDAMERICAN ENERGY COMPANY
STATEMENTS OF CASH FLOWS (Unaudited)
(Amounts in millions)

Six-Month PeriodsSix-Month Periods
Ended June 30,Ended June 30,
2016 20152017 2016
Cash flows from operating activities:      
Net income$207
 $225
$239
 $207
Adjustments to reconcile net income to net cash flows from operating activities:      
Depreciation and amortization220
 199
258
 220
Deferred income taxes and amortization of investment tax credits45
 4
27
 45
Changes in other assets and liabilities21
 24
19
 21
Other, net(24) 5
(17) (24)
Changes in other operating assets and liabilities:      
Receivables, net(30) 40
17
 (30)
Inventories(18) 4
30
 (18)
Derivative collateral, net3
 35
2
 3
Contributions to pension and other postretirement benefit plans, net(3) (4)(5) (3)
Accounts payable(33) (103)(80) (33)
Accrued property, income and other taxes, net213
 308
(83) 213
Other current assets and liabilities8
 16
2
 8
Net cash flows from operating activities609
 753
409
 609
      
Cash flows from investing activities:      
Utility construction expenditures(506) (428)(545) (506)
Purchases of available-for-sale securities(54) (61)(81) (54)
Proceeds from sales of available-for-sale securities55
 56
77
 55
Other, net
 3
7
 
Net cash flows from investing activities(505) (430)(542) (505)
      
Cash flows from financing activities:      
Proceeds from long-term debt843
 
Repayments of long-term debt(4) 
(255) (4)
Net repayments of short-term debt
 (50)(99) 
Net cash flows from financing activities(4) (50)489
 (4)
      
Net change in cash and cash equivalents100
 273
356
 100
Cash and cash equivalents at beginning of period103
 29
14
 103
Cash and cash equivalents at end of period$203
 $302
$370
 $203

The accompanying notes are an integral part of these financial statements.



MIDAMERICAN ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

(1)General

MidAmerican Energy Company ("MidAmerican Energy") is a public utility with electric and natural gas operations and is the principal subsidiary of MHC Inc. ("MHC"). MHC is a holding company that conducts no business other than the ownership of its subsidiaries and related corporate services. MHC's nonregulated subsidiaries include Midwest Capital Group, Inc. and MEC Construction Services Co. MHC is the direct, wholly owned subsidiary of MidAmerican Funding, LLC ("MidAmerican Funding"), which is an Iowa limited liability company with Berkshire Hathaway Energy Company ("BHE") as its sole member. BHE is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway").

The unaudited Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Financial Statements as of June 30, 2016,2017, and for the three- and six-month periods ended June 30, 20162017 and 2015. Certain amounts in the prior period Financial Statements have been reclassified to conform to the current period presentation. Such reclassifications did not impact previously reported operating income, net income or retained earnings.2016. The results of operations for the three- and six-month periods ended June 30, 2016,2017, are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Financial Statements. Note 2 of Notes to Financial Statements included in MidAmerican Energy's Annual Report on Form 10-K for the year ended December 31, 2015,2016, describes the most significant accounting policies used in the preparation of the unaudited Financial Statements. There have been no significant changes in MidAmerican Energy's assumptions regarding significant accounting estimates and policies during the six-month period ended June 30, 2016.2017.

(2)New Accounting Pronouncements

In February 2016,March 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02,2017-07, which createsamends FASB Accounting Standards Codification ("ASC") Topic 715, "Compensation - Retirement Benefits." The amendments in this guidance require that an employer disaggregate the service cost component from the other components of net benefit cost and report the service cost component in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the statement of operations separately from the service cost component and outside the subtotal of operating income. Additionally, the guidance only allows the service cost component to be eligible for capitalization when applicable. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. This guidance must be adopted retrospectively for the presentation of the service cost component and the other components of net benefit cost in the statement of operations and prospectively for the capitalization of the service cost component in the balance sheet. MidAmerican Energy plans to adopt this guidance effective January 1, 2018, and is currently evaluating the impact on its Financial Statements and disclosures included within Notes to Financial Statements.

In November 2016, the FASB issued ASU No. 2016-18, which amends FASB ASC Subtopic 230-10, “Statement of Cash Flows - Overall.” The amendments in this guidance require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted, and is required to be adopted retrospectively. MidAmerican Energy plans to adopt this guidance effective January 1, 2018, and is currently evaluating the impact on its Financial Statements and disclosures included within Notes to Financial Statements.



In August 2016, the FASB issued ASU No. 2016-15, which amends FASB ASC Topic 230, "Statement of Cash Flows." The amendments in this guidance address the classification of eight specific cash flow issues within the statement of cash flows with the objective of reducing the existing diversity in practice. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted, and is required to be adopted retrospectively. MidAmerican Energy plans to adopt this guidance effective January 1, 2018, and does not believe the adoption of this guidance will have a material impact on its Financial Statements.

In February 2016, the FASB issued ASU No. 2016-02, which creates FASB ASC Topic 842, "Leases" and supersedes Topic 840 "Leases." This guidance increases transparency and comparability among entities by recording lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous guidance. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted, and is required to be adopted using a modified retrospective approach. MidAmerican Energy plans to adopt this guidance effective January 1, 2019, and is currently evaluating the impact of adopting this guidance on its Financial Statements and disclosures included within Notes to Financial Statements.

In January 2016, the FASB issued ASU No. 2016-01, which amends FASB ASC Subtopic 825-10, "Financial Instruments - Overall." The amendments in this guidance address certain aspects of recognition, measurement, presentation and disclosure of financial instruments including a requirement that all investments in equity securities that do not qualify for equity method accounting or result in consolidation of the investee be measured at fair value with changes in fair value recognized in net income. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption not permitted, and is required to be adopted prospectively by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. MidAmerican Energy is currently evaluating the impact of adopting this guidance on its Financial Statements and disclosures included within Notes to Financial Statements.



In May 2014, the FASB issued ASU No. 2014-09, which creates FASB ASC Topic 606, "Revenue from Contracts with Customers" and supersedes ASC Topic 605, "Revenue Recognition." The guidance replaces industry-specific guidance and establishes a single five-step model to identify and recognize revenue. The core principle of the guidance is that an entity should recognize revenue upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires the entity to disclose further quantitative and qualitative information regarding the nature and amount of revenues arising from contracts with customers, as well as other information about the significant judgments and estimates used in recognizing revenues from contracts with customers. In August 2015, the FASB issued ASU No.2015-14,No. 2015-14, which defers the effective date of ASU No. 2014-09 one year to interim and annual reporting periods beginning after December 15, 2017. During 2016, the FASB issued several ASUs that clarify the implementation guidance for ASU No. 2014-09 but do not change the core principle of the guidance. This guidance may be adopted retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. MidAmerican Energy plans to adopt this guidance effective January 1, 2018 under the modified retrospective method and is currently evaluating the impact of adopting this guidance on its Financial Statements and disclosures included within Notes to Financial Statements. MidAmerican Energy currently does not expect the timing and amount of revenue currently recognized to be materially different after adoption of the new guidance as a majority of revenue is recognized when MidAmerican Energy has the right to invoice as it corresponds directly with the value to the customer of MidAmerican Energy’s performance to date. MidAmerican Energy's current plan is to quantitatively disaggregate revenue in the required financial statement footnote by jurisdiction for each segment.




(3)Discontinued Operations

On January 1, 2016, MidAmerican Energy transferred the assets and liabilities of its unregulated retail services business to a subsidiary of BHE. The transfer was made at MidAmerican Energy’s carrying value of the assets and liabilities as of December 31, 2015, and was recorded by MidAmerican Energy as a noncash dividend as summarized in the table below. Financial results of the unregulated retail services business for the three- and six-month periods ended June 30, 2015, have been reclassified to discontinued operations in the Statements of Operations. Operating revenue and cost of sales of the unregulated retail services business for the three-month period ended June 30, 2015, totaled $221 million and $204 million, respectively. Operating revenue and cost of sales of the unregulated retail services business for the six-month period ended June 30, 2015, totaled $445 million and $416 million, respectively. Cash flows from operating activities of the unregulated retail services business totaled $26 million for the six-month period ended June 30, 2015, and are reflected in the Statement of Cash Flows. Assets, liabilities and equity of the unregulated retail services business reflected in the Balance Sheet as of December 31, 2015, are as follows (in millions):

Receivables $115
Derivative assets 41
Deferred income taxes 21
Accounts payable (49)
Derivative liabilities (42)
Other assets and liabilities, net 4
Dividend, excluding accumulated other comprehensive loss, net 90
Accumulated other comprehensive loss, net 27
Dividend, including accumulated other comprehensive loss, net $117



(4)Property, Plant and Equipment, Net

Property, plant and equipment, net consists of the following (in millions):
 As of As of
 June 30, December 31, June 30, December 31,
Depreciable Life 2016 2015Depreciable Life 2017 2016
Utility plant in service, net:        
Generation20-70 years $10,396
 $10,404
20-70 years $11,308
 $11,282
Transmission52-70 years 1,457
 1,305
52-75 years 1,794
 1,726
Electric distribution20-70 years 3,108
 3,059
20-75 years 3,260
 3,197
Gas distribution28-70 years 1,530
 1,507
29-75 years 1,588
 1,565
Utility plant in service 16,491
 16,275
 17,950
 17,770
Accumulated depreciation and amortization (5,277) (5,229) (5,660) (5,448)
Utility plant in service, net 11,214
 11,046
 12,290
 12,322
Nonregulated property, net:        
Nonregulated property gross5-45 years 7
 15
20-50 years 7
 7
Accumulated depreciation and amortization (1) (5) (1) (1)
Nonregulated property, net 6
 10
 6
 6
 11,220
 11,056
 12,296
 12,328
Construction work in progress 653
 667
Construction work-in-progress 746
 493
Property, plant and equipment, net $11,873
 $11,723
 $13,042
 $12,821

During the fourth quarter of 2016, MidAmerican Energy revised its electric and gas depreciation rates based on the results of a new depreciation study, the most significant impact of which was longer estimated useful lives for certain wind-powered generating facilities. The effect of this change was to reduce depreciation and amortization expense by $34 million annually, or $8 million and $17 million for the three- and six-month periods ended June 30, 2017, based on depreciable plant balances at the time of the change.

(4)    Recent Financing Transactions

Long-Term Debt

In February 2017, MidAmerican Energy issued $375 million of its 3.10% First Mortgage Bonds due May 2027 and $475 million of its 3.95% First Mortgage Bonds due August 2047. An amount equal to the net proceeds was used to finance capital expenditures, disbursed during the period from February 2, 2016 to February 1, 2017, with respect to investments in MidAmerican Energy's 551-megawatt Wind X and 2,000-megawatt Wind XI projects, which were previously financed with MidAmerican Energy's general funds.

In February 2017, MidAmerican Energy redeemed in full through optional redemption its $250 million of 5.95% Senior Notes due July 2017.

Credit Facilities

In June 2017, MidAmerican Energy terminated its $600 million unsecured credit facility expiring March 2018 and entered into a $900 million unsecured credit facility expiring June 2020 with two one-year extension options subject to lender consent. The credit facility, which supports MidAmerican Energy's commercial paper program and its variable-rate tax-exempt bond obligations and provides for the issuance of letters of credit, has a variable interest rate based on the Eurodollar rate or a base rate, at MidAmerican Energy's option, plus a spread that varies based on MidAmerican Energy's credit ratings for senior unsecured long-term debt securities. The credit facility requires MidAmerican Energy's ratio of consolidated debt, including current maturities, to total capitalization not exceed 0.65 to 1.0 as of the last day of each quarter.




(5)Income Taxes

A reconciliation of the federal statutory income tax rate to MidAmerican Energy's effective income tax rate applicable to income before income tax benefit from continuing operations is as follows:
Three-Month Periods Six-Month PeriodsThree-Month Periods Six-Month Periods
Ended June 30, Ended June 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
              
Federal statutory income tax rate35 % 35 % 35 % 35 %35 % 35 % 35 % 35 %
Income tax credits(60) (74) (59) (69)(67) (60) (73) (59)
State income tax, net of federal income tax benefit(5) (10) (1) (4)(4) (5) (2) (1)
Effects of ratemaking(2) (14) (6) (13)(5) (2) (7) (6)
Other, net
 (1) 
 
Effective income tax rate(32)% (64)% (31)% (51)%(41)% (32)% (47)% (31)%

Income tax credits relate primarily to production tax credits from MidAmerican Energy's wind-powered generating facilities. Federal renewable electricity production tax credits are earned as energy from qualifying wind-powered generating facilities is produced and sold and are based on a per-kilowatt hour rate pursuant to the applicable federal income tax law. Wind-powered generating facilities are eligible for the credits for 10 years from the date the qualifying generating facilities are placed in service.in-service.

Berkshire Hathaway includes BHE and subsidiaries in its United States federal income tax return. Consistent with established regulatory practice, MidAmerican Energy's provision for income taxes has been computed on a stand-alone basis, and substantially all of its currently payable or receivable income taxes are remitted to or received from BHE. MidAmerican Energy received net cash payments for income taxes from BHE totaling $308$7 million and $373$308 million for the six-month periods ended June 30, 2017 and 2016, and 2015, respectively.



(6)Employee Benefit Plans

MidAmerican Energy sponsors a noncontributory defined benefit pension plan covering a majority of all employees of BHE and its domestic energy subsidiaries other than PacifiCorp and NV Energy, Inc. MidAmerican Energy also sponsors certain postretirement healthcare and life insurance benefits covering substantially all retired employees of BHE and its domestic energy subsidiaries other than PacifiCorp and NV Energy, Inc.

Net periodic benefit cost (credit) for the plans of MidAmerican Energy and the aforementioned affiliates included the following components (in millions):
Three-Month Periods Six-Month PeriodsThree-Month Periods Six-Month Periods
Ended June 30, Ended June 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
Pension:              
Service cost$2
 $3
 $5
 $6
$3
 $2
 $5
 $5
Interest cost9
 8
 17
 16
7
 9
 15
 17
Expected return on plan assets(11) (12) (22) (23)(11) (11) (22) (22)
Net amortization1
 1
 1
 1
1
 1
 1
 1
Net periodic benefit cost$1
 $
 $1
 $
Net periodic benefit cost (credit)$
 $1
 $(1) $1
              
Other postretirement:              
Service cost$2
 $1
 $3
 $3
$1
 $2
 $2
 $3
Interest cost3
 3
 5
 5
2
 3
 4
 5
Expected return on plan assets(4) (3) (7) (7)(4) (4) (7) (7)
Net amortization(1) (1) (2) (2)(1) (1) (2) (2)
Net periodic benefit credit$
 $
 $(1) $(1)$(2) $
 $(3) $(1)



Employer contributions to the pension and other postretirement benefit plans are expected to be $8 million and $1 million, respectively, during 2016.2017. As of June 30, 2016,2017, $4 million and $- million of contributions had been made to the pension and other postretirement benefit plans, respectively.

(7)Asset Retirement Obligations

MidAmerican Energy estimates its asset retirement obligation ("ARO") liabilities based upon detailed engineering calculations of the amount and timing of the future cash spending for a third party to perform the required work. Spending estimates are escalated for inflation and then discounted at a credit-adjusted, risk-free rate. Changes in estimates could occur for a number of reasons, including changes in laws and regulations, plan revisions, inflation and changes in the amount and timing of the expected work. During the three-month and six-month periods ended June 30, 2016, MidAmerican Energy recorded an increase of $69 million to its ARO liability for the decommissioning of Quad Cities Generating Station Units 1 and 2 as a result of an updated decommissioning study reflecting changes in the estimated amount and timing of cash flow.

(8)Risk Management and Hedging Activities

MidAmerican Energy is exposed to the impact of market fluctuations in commodity prices and interest rates. MidAmerican Energy is principally exposed to electricity, natural gas, coal and fuel oil commodity price risk as it has an obligation to serve retail customer load in its regulated service territory. Prior to January 1, 2016, MidAmerican Energy also provided nonregulated retail electricity and natural gas services in competitive markets, which created contractual obligations to provide electric and natural gas services. MidAmerican Energy's load and generating facilities represent substantial underlying commodity positions. Exposures to commodity prices consist mainly of variations in the price of fuel required to generate electricity, wholesale electricity that is purchased and sold, and natural gas supply for retail customers. 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. Interest rate risk exists on variable-rate debt and future debt issuances. MidAmerican Energy does not engage in a material amount of proprietary trading activities.



MidAmerican Energy has established a risk management process that is designed to identify, assess, manage, mitigate, monitor and report each of the various types of risk involved in its business. To mitigate a portion of its commodity price risk, MidAmerican Energy uses commodity derivative contracts, which may include forwards, futures, options, swaps and other agreements, to effectively secure future supply or sell future production generally at fixed prices. MidAmerican Energy manages its interest rate risk by limiting its exposure to variable interest rates primarily through the issuance of fixed-rate long-term debt and by monitoring market changes in interest rates. Additionally, MidAmerican Energy may from time to time enter into interest rate derivative contracts, such as interest rate swaps or locks, to mitigate its exposure to interest rate risk. MidAmerican Energy does not hedge all of its commodity price and interest rate risks, thereby exposing the unhedged portion to changes in market prices.

There have been no significant changes in MidAmerican Energy's accounting policies related to derivatives. Refer to Note 9 for additional information on derivative contracts and to Note 3 for a discussion of discontinued operations.

The following table, which reflects master netting arrangements and excludes contracts that have been designated as normal under the normal purchases or normal sales exception afforded by GAAP, summarizes the fair value of MidAmerican Energy's derivative contracts, on a gross basis, and reconciles those amounts to the amounts presented on a net basis on the Balance Sheets (in millions):
 
Other Current
Assets
 
Other
Assets
 
Other Current
Liabilities
 
Other Long-term
Liabilities
 Total
As of June 30, 2016:         
Not designated as hedging contracts(1)(2):
         
Commodity assets$6
 $
 $2
 $
 $8
Commodity liabilities
 
 (8) (1) (9)
Total6
 
 (6) (1) (1)
          
Designated as hedging contracts(2):
         
Commodity assets
 
 
 
 
Commodity liabilities
 
 
 
 
Total
 
 
 
 
          
Total derivatives6
 
 (6) (1) (1)
Cash collateral receivable
 
 4
 
 4
Total derivatives - net basis$6
 $
 $(2) $(1) $3
As of December 31, 2015:         
Not designated as hedging contracts(1):
         
Commodity assets$12
 $4
 $5
 $2
 $23
Commodity liabilities(3) 
 (36) (10) (49)
Total9
 4
 (31) (8) (26)
          
Designated as hedging contracts:         
Commodity assets
 
 1
 2
 3
Commodity liabilities
 
 (32) (17) (49)
Total
 
 (31) (15) (46)
          
Total derivatives9
 4
 (62) (23) (72)
Cash collateral receivable
 
 22
 6
 28
Total derivatives - net basis$9
 $4
 $(40) $(17) $(44)
(1)
MidAmerican Energy's commodity derivatives not designated as hedging contracts are generally included in regulated rates, and as of June 30, 2016 and December 31, 2015, a net regulatory asset of $3 million and $20 million, respectively, was recorded related to the net derivative liability of $1 million and $26 million, respectively.
(2)The changes in derivative values from December 31, 2015, are substantially due to the transfer of MidAmerican Energy's unregulated retail services business to a subsidiary of BHE.


Not Designated as Hedging Contracts

The following table reconciles the beginning and ending balances of MidAmerican Energy's net regulatory assets and summarizes the pre-tax gains and losses on commodity derivative contracts recognized in net regulatory assets, as well as amounts reclassified to earnings (in millions):
 Three-Month Periods Six-Month Periods
 Ended June 30, Ended June 30,
 2016 2015 2016 2015
        
Beginning balance$11
 $18
 $20
 $38
Changes in fair value recognized in net regulatory assets(3) 17
 3
 19
Net losses reclassified to operating revenue(5) (6) (13) (22)
Net losses reclassified to cost of gas sold
 (1) (7) (7)
Ending balance$3
 $28
 $3
 $28

Designated as Hedging Contracts

MidAmerican Energy used commodity derivative contracts accounted for as cash flow hedges to hedge electricity and natural gas commodity prices related to its unregulated retail services business, which was transferred to a subsidiary of BHE. The following table reconciles the beginning and ending balances of MidAmerican Energy's accumulated other comprehensive loss (pre-tax) and summarizes pre-tax gains and losses on commodity derivative contracts designated and qualifying as cash flow hedges recognized in other comprehensive income ("OCI"), as well as amounts reclassified to earnings (in millions):
 Three-Month Periods Six-Month Periods
 Ended June 30, Ended June 30,
 2016 2015 2016 2015
        
Beginning balance$
 $30
 $45
 $34
Transfer to affiliate
 
 (45) 
Changes in fair value recognized in OCI
 25
 
 19
Net gains reclassified to nonregulated cost of sales
 (16) 
 (14)
Ending balance$
 $39
 $
 $39

Derivative Contract Volumes

The following table summarizes the net notional amounts of outstanding commodity derivative contracts with fixed price terms that comprise the mark-to-market values as of (in millions):
 Unit of June 30, December 31,
 Measure 2016 2015
      
Electricity purchasesMegawatt hours 
 15
Natural gas purchasesDecatherms 13
 17



Credit Risk

MidAmerican Energy is exposed to counterparty credit risk associated with wholesale energy supply and marketing activities with other utilities, energy marketing companies, financial institutions and other market participants. Credit risk may be concentrated to the extent MidAmerican Energy's counterparties have similar economic, industry or other characteristics and due to direct or indirect relationships among the counterparties. Before entering into a transaction, MidAmerican Energy analyzes the financial condition of each significant wholesale counterparty, establishes limits on the amount of unsecured credit to be extended to each counterparty, and evaluates the appropriateness of unsecured credit limits on an ongoing basis. To further mitigate wholesale counterparty credit risk, MidAmerican Energy enters into netting and collateral arrangements that may include margining and cross-product netting agreements and obtains third-party guarantees, letters of credit and cash deposits. If required, MidAmerican Energy exercises rights under these arrangements, including calling on the counterparty's credit support arrangement.

Collateral and Contingent Features

In accordance with industry practice, certain wholesale derivative contracts contain credit support provisions that in part base MidAmerican Energy's collateral requirements on its credit ratings for senior unsecured debt as reported by one or more of the three recognized credit rating agencies. These derivative contracts may either specifically provide bilateral rights to demand cash or other security if credit exposures on a net basis exceed specified rating-dependent threshold levels ("credit-risk-related contingent features") or provide the right for counterparties to demand "adequate assurance," or in some cases terminate the contract, in the event of a material adverse change in MidAmerican Energy's creditworthiness. These rights can vary by contract and by counterparty. As of June 30, 2016, MidAmerican Energy's credit ratings from the three recognized credit rating agencies were investment grade.

The aggregate fair value of MidAmerican Energy's derivative contracts in liability positions with specific credit-risk-related contingent features totaled $5 million and $66 million as of June 30, 2016 and December 31, 2015, respectively, for which MidAmerican Energy had posted collateral of $- million at each date. If all credit-risk-related contingent features for derivative contracts in liability positions had been triggered as of June 30, 2016 and December 31, 2015, MidAmerican Energy would have been required to post $4 million and $55 million, respectively, of additional collateral. MidAmerican Energy's collateral requirements could fluctuate considerably due to market price volatility, changes in credit ratings, changes in legislation or regulation, or other factors. MidAmerican Energy's exposure to contingent features declined significantly as a result of the transfer of its unregulated retail services business to a subsidiary of BHE.

(9)Fair Value Measurements

The carrying value of MidAmerican Energy's cash, certain cash equivalents, receivables, payables, accrued liabilities and short-term borrowings approximates fair value because of the short-term maturity of these instruments. MidAmerican Energy has various financial assets and liabilities that are measured at fair value on the Financial Statements using inputs from the three levels of the fair value hierarchy. A financial asset or liability classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are as follows:

Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that MidAmerican Energy has the ability to access at the measurement date.

Level 2 — Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 — Unobservable inputs reflect MidAmerican Energy's judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. MidAmerican Energy develops these inputs based on the best information available, including its own data.



The following table presents MidAmerican Energy's financial assets and liabilities recognized on the Balance Sheets and measured at fair value on a recurring basis (in millions):
 Input Levels for Fair Value Measurements     Input Levels for Fair Value Measurements    
 Level 1 Level 2 Level 3 
Other(1)
 Total Level 1 Level 2 Level 3 
Other(1)
 Total
As of June 30, 2016:          
As of June 30, 2017:          
Assets:                    
Commodity derivatives $
 $6
 $2
 $(2) $6
 $
 $2
 $2
 $(2) $2
Money market mutual funds(2)
 177
 
 
 
 177
 370
 
 
 
 370
Debt securities:                    
United States government obligations 147
 
 
 
 147
 161
 
 
 
 161
International government obligations 
 2
 
 
 2
 
 4
 
 
 4
Corporate obligations 
 35
 
 
 35
 
 36
 
 
 36
Municipal obligations 
 1
 
 
 1
 
 2
 
 
 2
Agency, asset and mortgage-backed obligations 
 3
 
 
 3
 
 1
 
 
 1
Auction rate securities 
 
 18
 
 18
Equity securities:                    
United States companies 247
 
 
 
 247
 270
 
 
 
 270
International companies 7
 
 
 
 7
 7
 
 
 
 7
Investment funds 9
 
 
 
 9
 14
 
 
 
 14
 $587
 $47
 $20
 $(2) $652
 $822
 $45
 $2
 $(2) $867
                    
Liabilities - commodity derivatives $(2) $(3) $(4) $6
 $(3) $
 $(6) $(3) $3
 $(6)


As of December 31, 2015:          
 Input Levels for Fair Value Measurements    
 Level 1 Level 2 Level 3 
Other(1)
 Total
As of December 31, 2016:          
Assets:                    
Commodity derivatives $
 $8
 $18
 $(13) $13
 $
 $9
 $1
 $(2) $8
Money market mutual funds(2)
 56
 
 
 
 56
 1
 
 
 
 1
Debt securities:                    
United States government obligations 133
 
 
 
 133
 161
 
 
 
 161
International government obligations 
 2
 
 
 2
 
 3
 
 
 3
Corporate obligations 
 39
 
 
 39
 
 36
 
 
 36
Municipal obligations 
 1
 
 
 1
 
 2
 
 
 2
Agency, asset and mortgage-backed obligations 
 3
 
 
 3
 
 2
 
 
 2
Auction rate securities 
 
 26
 
 26
Equity securities:                    
United States companies 239
 
 
 
 239
 250
 
 
 
 250
International companies 6
 
 
 
 6
 5
 
 
 
 5
Investment funds 4
 
 
 
 4
 9
 
 
 
 9
 $438
 $53
 $44
 $(13) $522
 $426
 $52
 $1
 $(2) $477
                    
Liabilities - commodity derivatives $(13) $(61) $(24) $41
 $(57) $
 $(3) $(3) $3
 $(3)

(1)Represents netting under master netting arrangements and a net cash collateral receivable of $4$1 million and $28$1 million as of June 30, 20162017 and December 31, 2015,2016, respectively.
(2)Amounts are included in cash and cash equivalents and investments and restricted cash and investments on the Balance Sheets. The fair value of these money market mutual funds approximates cost.


Derivative contracts are recorded on the Balance Sheets as either assets or liabilities and are stated at estimated fair value unless they are designated as normal purchases or normal sales and qualify for the exception afforded by GAAP. When available, the fair value of derivative contracts is estimated using unadjusted quoted prices for identical contracts in the market in which MidAmerican Energy transacts. When quoted prices for identical contracts are not available, MidAmerican Energy uses forward price curves. Forward price curves represent MidAmerican Energy's estimates of the prices at which a buyer or seller could contract today for delivery or settlement at future dates. MidAmerican Energy bases its forward price curves upon market price quotations, when available, or internally developed and commercial models, with internal and external fundamental data inputs. Market price quotations are obtained from independent brokers, exchanges, direct communication with market participants and actual transactions executed by MidAmerican Energy. Market price quotations are generally readily obtainable for the applicable term of MidAmerican Energy's outstanding derivative contracts; therefore, MidAmerican Energy's forward price curves reflect observable market quotes. Market price quotations for certain electricity and natural gas trading hubs are not as readily obtainable due to the length of the contract. Given that limited market data exists for these contracts, as well as for those contracts that are not actively traded, MidAmerican Energy uses forward price curves derived from internal models based on perceived pricing relationships to major trading hubs that are based on unobservable inputs. The estimated fair value of these derivative contracts is a function of underlying forward commodity prices, interest rates, related volatility, counterparty creditworthiness and duration of contracts. Refer to Note 8 for further discussion regarding MidAmerican Energy's risk management and hedging activities.

MidAmerican Energy's investments in money market mutual funds and debt and equity securities are stated at fair value and are primarily accounted for as available-for-sale securities. When available, a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value. In the absence of a quoted market price or net asset value of an identical security, the fair value is determined using pricing models or net asset values based on observable market inputs and quoted market prices of securities with similar characteristics. The fair value of MidAmerican Energy's investments in auction rate securities, where there is no current liquid market, is determined using pricing models based on available observable market data and MidAmerican Energy's judgment about the assumptions, including liquidity and nonperformance risks, which market participants would use when pricing the asset.



The following table reconciles the beginning and ending balances of MidAmerican Energy's assets and liabilities measured at fair value on a recurring basis using significant Level 3 inputs (in millions):
 Three-Month Periods Six-Month Periods
 Ended June 30, Ended June 30,
 
Commodity
Derivatives
 
Auction Rate
Securities
 
Commodity
Derivatives
 Auction Rate Securities
2016:       
Beginning balance$(4) $26
 $(6) $26
Transfer to affiliate
 
 (4) 
Changes in fair value recognized in OCI
 2
 
 3
Changes in fair value recognized in net regulatory assets(3) 
 (4) 
Sales
 (10) 
 (11)
Settlements5
 
 12
 
Ending balance$(2) $18
 $(2) $18
        
2015:       
Beginning balance$9
 $26
 $12
 $26
Changes included in earnings2
 
 4
 
Changes in fair value recognized in OCI(4) 1
 (3) 1
Changes in fair value recognized in net regulatory assets(15) 
 (15) 
Purchases1
 
 1
 
Settlements
 
 (6) 
Ending balance$(7) $27
 $(7) $27



 Three-Month Periods Six-Month Periods
 Ended June 30, Ended June 30,
 
Commodity
Derivatives
 
Auction Rate
Securities
 
Commodity
Derivatives
 Auction Rate Securities
2017:       
Beginning balance$1
 $
 $(2) $
Changes in fair value recognized in net regulatory assets(2) 
 
 
Settlements
 
 1
 
Ending balance$(1) $
 $(1) $
        
2016:       
Beginning balance$(4) $26
 $(6) $26
Transfer to affiliate
 
 (4) 
Changes in fair value recognized in OCI
 2
 
 3
Changes in fair value recognized in net regulatory assets(3) 
 (4) 
Redemptions
 (10) 
 (11)
Settlements5
 
 12
 
Ending balance$(2) $18
 $(2) $18

MidAmerican Energy's long-term debt is carried at cost on the Balance Sheets. The fair value of MidAmerican Energy's long-term debt is a Level 2 fair value measurement and has been estimated based upon quoted market prices, where available, or at the present value of future cash flows discounted at rates consistent with comparable maturities with similar credit risks. The carrying value of MidAmerican Energy's variable-rate long-term debt approximates fair value because of the frequent repricing of these instruments at market rates. The following table presents the carrying value and estimated fair value of MidAmerican Energy's long-term debt (in millions):
 As of June 30, 2016 As of December 31, 2015
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
        
Long-term debt$4,268
 $5,024
 $4,271
 $4,636
 As of June 30, 2017 As of December 31, 2016
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
        
Long-term debt$4,893
 $5,438
 $4,301
 $4,735

(10)Commitments and Contingencies
(8)    Commitments and Contingencies

Natural Gas Commitments

During the six-month period ended June 30, 2017, MidAmerican Energy amended certain of its natural gas supply and transportation contracts increasing minimum payments by $247 million through 2021 and $70 million for 2022 through 2041.

Construction Commitments

During the six-month period ended June 30, 2017, MidAmerican Energy entered into contracts totaling $514 million for the construction of wind-powered generating facilities in 2017 through 2019, including $222 million in 2017, $284 million in 2018 and $8 million in 2019.

Easements

During the six-month period ended June 30, 2017, MidAmerican Energy entered into non-cancelable easements with minimum payments totaling $114 million through 2057 for land in Iowa on which some of its wind-powered generating facilities will be located.



Legal Matters

MidAmerican Energy is party to a variety of legal actions arising out of the normal course of business. Plaintiffs occasionally seek punitive or exemplary damages. MidAmerican Energy does not believe that such normal and routine litigation will have a material impact on its financial results.

Environmental Laws and Regulations

MidAmerican Energy is subject to federal, state and local laws and regulations regarding air and water quality, emissions performance standards, climate change, coal combustion byproduct disposal, hazardous and solid waste disposal, protected species and other environmental matters that have the potential to impact its current and future operations. MidAmerican Energy believes it is in material compliance with all applicable laws and regulations.

Transmission Rates

MidAmerican Energy's wholesale transmission rates are set annually using FERC-approved formula rates subject to true-up for actual cost of service. Prior to September 2016, the rates in effect were based on a 12.38% return on equity ("ROE"). In November 2013 and February 2015, a coalition of intervenors filed successive complaints with the FERC requesting that the 12.38% ROE no longer be found just and reasonable and sought to reduce the base ROE to 9.15% and 8.67%, respectively. MidAmerican Energy is authorized by the FERC to include a 0.50% adder beyond the base ROE effective January 2015. In September 2016, the FERC issued an order for the first complaint, which reduces the base ROE to 10.32% and requires refunds, plus interest, for the period from November 2013 through February 2015. Customer refunds relative to the first complaint occurred in February 2017. The FERC is expected to rule on the second complaint in 2017, covering the period from February 2015 through May 2016. MidAmerican Energy believes it is probable that the FERC will order a base ROE lower than 12.38% in the second complaint and, as of June 30, 2017, has accrued a $9 million liability for refunds under the second complaint of amounts collected under the higher ROE from February 2015 through May 2016.

(11)(9)Components of Accumulated Other Comprehensive Income (Loss), Net

The following table shows the change in accumulated other comprehensive income (loss), net ("AOCI") by each component of other comprehensive income, net of applicable income taxes (in millions):
  Unrealized Unrealized Accumulated
  Losses on Losses Other
  Available-For-Sale on Cash Flow Comprehensive
  Securities Hedges Loss, Net
       
Balance, December 31, 2014 $(3) $(20) $(23)
Other comprehensive income (loss) 1
 (4) (3)
Balance at June 30, 2015 $(2) $(24) $(26)
       
Balance, December 31, 2015 $(3) $(27) $(30)
Other comprehensive income 2
 
 2
Dividend (Note 3) 
 27
 27
Balance, June 30, 2016 $(1) $
 $(1)

For information regarding cash flow hedge reclassifications from AOCI to net income in their entirety, refer to Note 8.


  Unrealized Unrealized Accumulated
  Losses on Losses Other
  Available-For-Sale on Cash Flow Comprehensive
  Securities Hedges Loss, Net
       
Balance, December 31, 2015 $(3) $(27) $(30)
Other comprehensive income 2
 
 2
Dividend 
 27
 27
Balance at June 30, 2016 $(1) $
 $(1)

(12)(10)Segment Information

MidAmerican Energy has identified two reportable segments: regulated electric and regulated gas. The previously reported nonregulated energy segment consisted substantially of MidAmerican Energy's unregulated retail services business, which was transferred to a subsidiary of BHE and is excluded from the information presented below. Refer to Note 3 for further discussion. The regulated electric segment derives most of its revenue from regulated retail sales of electricity to residential, commercial, and industrial customers and from wholesale sales. The regulated gas segment derives most of its revenue from regulated retail sales of natural gas to residential, commercial, and industrial customers and also obtains revenue by transporting gas owned by others through its distribution system. Pricing for regulated electric and regulated gas sales are established separately by regulatory agencies; therefore, management also reviews each segment separately to make decisions regarding allocation of resources and in evaluating performance. Common operating costs, interest income, interest expense and income tax expense are allocated to each segment based on certain factors, which primarily relate to the nature of the cost. "Other" in the tables below consists of the financial results and assets of remaining nonregulated operations.



The following tables provide information on a reportable segment basis (in millions):
Three-Month Periods Six-Month PeriodsThree-Month Periods Six-Month Periods
Ended June 30, Ended June 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
Operating revenue:              
Regulated electric$481
 $461
 $880
 $887
$537
 $481
 $970
 $880
Regulated gas102
 110
 328
 405
120
 102
 382
 328
Other1
 1
 1
 2
1
 1
 1
 1
Total operating revenue$584
 $572
 $1,209
 $1,294
$658
 $584
 $1,353
 $1,209
              
Depreciation and amortization:              
Regulated electric$100
 $89
 $199
 $179
$130
 $100
 $237
 $199
Regulated gas10
 10
 21
 20
11
 10
 21
 21
Total depreciation and amortization$110
 $99
 $220
 $199
$141
 $110
 $258
 $220
 
  
  
  
 
  
  
  
Operating income:              
Regulated electric$135
 $108
 $192
 $161
$128
 $135
 $195
 $192
Regulated gas4
 4
 47
 51
7
 4
 47
 47
Total operating income$139
 $112
 $239
 $212
$135
 $139
 $242
 $239

As ofAs of
June 30,
2016
 December 31,
2015
June 30,
2017
 December 31,
2016
Total assets:      
Regulated electric$13,325
 $12,970
$14,871
 $14,113
Regulated gas1,200
 1,251
1,269
 1,345
Other(1)
1
 164
1
 1
Total assets$14,526
 $14,385
$16,141
 $15,459

(1)Other total assets for December 31, 2015, includes amounts for MidAmerican Energy's unregulated retail services business transferred to a subsidiary of BHE.





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Managers and Member of
MidAmerican Funding, LLC
Des Moines, Iowa

We have reviewed the accompanying consolidated balance sheet of MidAmerican Funding, LLC and subsidiaries ("MidAmerican Funding") as of June 30, 2016,2017, and the related consolidated statements of operations and comprehensive income for the three-month and six-month periods ended June 30, 20162017 and 2015,2016, and of changes in equity and cash flows for the six-month periods ended June 30, 20162017 and 2015.2016. These interim financial statements are the responsibility of MidAmerican Funding's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). and with auditing standards generally accepted in the United States of America applicable to reviews of interim financial information. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), and with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), and in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of MidAmerican Funding, LLC and subsidiaries as of December 31, 2015,2016, and the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein) prior to reclassification for the discontinued operations described in Note 3 to the accompanying financial information;; and in our report dated February 26, 2016,24, 2017, we expressed an unqualified opinion on those consolidated financial statements. We also audited the adjustments described in Note 3 to reclassify the December 31, 2015 balance sheet of MidAmerican Funding, LLC and subsidiaries for discontinued operations. In our opinion, such adjustments are appropriate and have been properly applied to the previously issued financial statementsinformation set forth in deriving the accompanying retrospectively adjusted financial informationconsolidated balance sheet as of December 31, 2015.2016 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.


/s/ Deloitte & Touche LLP


Des Moines, Iowa
August 5, 20164, 2017



MIDAMERICAN FUNDING, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Amounts in millions)

As of
June 30, December 31,As of
2016 2015June 30, December 31,
   2017 2016
ASSETS
Current assets:      
Cash and cash equivalents$204
 $103
$371
 $15
Receivables, net259
 346
268
 287
Income taxes receivable4
 104
98
 9
Inventories256
 238
234
 264
Other current assets26
 58
22
 35
Total current assets749
 849
993
 610
      
Property, plant and equipment, net11,886
 11,737
13,056
 12,835
Goodwill1,270
 1,270
1,270
 1,270
Regulatory assets1,099
 1,044
1,222
 1,161
Investments and restricted cash and investments651
 636
691
 655
Other assets161
 138
201
 216
      
Total assets$15,816
 $15,674
$17,433
 $16,747

The accompanying notes are an integral part of these consolidated financial statements.


MIDAMERICAN FUNDING, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited) (continued)
(Amounts in millions)

As of
June 30, December 31,As of
2016 2015June 30, December 31,
   2017 2016
LIABILITIES AND MEMBER'S EQUITY
Current liabilities:      
Accounts payable$191
 $427
$147
 $302
Accrued interest52
 53
55
 52
Accrued property, income and other taxes240
 125
140
 138
Note payable to affiliate29
 139
41
 31
Short-term debt
 99
Current portion of long-term debt34
 34
350
 250
Other current liabilities154
 166
156
 160
Total current liabilities700
 944
889
 1,032
      
Long-term debt4,560
 4,563
4,869
 4,377
Deferred income taxes3,190
 3,056
3,635
 3,568
Regulatory liabilities790
 831
899
 883
Asset retirement obligations563
 488
528
 510
Other long-term liabilities259
 267
294
 291
Total liabilities10,062
 10,149
11,114
 10,661
      
Commitments and contingencies (Note 10)
 
Commitments and contingencies (Note 8)
 
      
Member's equity:      
Paid-in capital1,679
 1,679
1,679
 1,679
Retained earnings4,076
 3,876
4,640
 4,407
Accumulated other comprehensive loss, net(1) (30)
Total member's equity5,754
 5,525
6,319
 6,086
      
Total liabilities and member's equity$15,816
 $15,674
$17,433
 $16,747

The accompanying notes are an integral part of these consolidated financial statements.



MIDAMERICAN FUNDING, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Amounts in millions)

 Three-Month Periods Six-Month Periods
 Ended June 30, Ended June 30,
 2016 2015 2016 2015
Operating revenue:       
Regulated electric$481
 $461
 $880
 $887
Regulated gas and other104
 115
 331
 416
Total operating revenue585
 576
 1,211
 1,303
        
Operating costs and expenses:       
Cost of fuel, energy and capacity90
 104
 182
 226
Cost of gas sold and other48
 58
 183
 263
Operations and maintenance169
 175
 330
 345
Depreciation and amortization110
 99
 220
 199
Property and other taxes28
 28
 56
 57
Total operating costs and expenses445
 464
 971
 1,090
        
Operating income140
 112
 240
 213
        
Other income and (expense):       
Interest expense(55) (50) (109) (100)
Allowance for borrowed funds2
 2
 3
 4
Allowance for equity funds4
 6
 8
 11
Other, net3
 3
 6
 19
Total other income and (expense)(46) (39) (92) (66)
        
Income before income tax benefit94
 73
 148
 147
Income tax benefit(33) (51) (52) (72)
        
Income from continuing operations127
 124
 200
 219
        
Discontinued operations (Note 3):       
Income from discontinued operations
 9
 
 16
Income tax expense
 4
 
 7
Income on discontinued operations
 5
 
 9
        
Net income$127
 $129
 $200
 $228

The accompanying notes are an integral part of these consolidated financial statements.



MIDAMERICAN FUNDING, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(Amounts in millions)

 Three-Month Periods Six-Month Periods
 Ended June 30, Ended June 30,
 2016 2015 2016 2015
        
Net income$127
 $129
 $200
 $228
        
Other comprehensive income (loss), net of tax:       
Unrealized gains on available-for-sale securities, net of tax of $1, $-, $1 and $-1
 1
 2
 1
Unrealized losses on cash flow hedges, net of tax of $-, $(3), $- and $(1)
 (6) 
 (4)
Total other comprehensive income (loss), net of tax1
 (5) 2
 (3)
        
Comprehensive income$128
 $124
 $202
 $225
 Three-Month Periods Six-Month Periods
 Ended June 30, Ended June 30,
 2017 2016 2017 2016
Operating revenue:       
Regulated electric$537
 $481
 $970
 $880
Regulated gas and other122
 104
 385
 331
Total operating revenue659
 585
 1,355
 1,211
        
Operating costs and expenses:       
Cost of fuel, energy and capacity110
 90
 212
 182
Cost of gas sold and other63
 48
 235
 183
Operations and maintenance180
 169
 347
 330
Depreciation and amortization141
 110
 258
 220
Property and other taxes29
 28
 60
 56
Total operating costs and expenses523
 445
 1,112
 971
        
Operating income136
 140
 243
 240
        
Other income (expense):       
Interest expense(59) (55) (118) (109)
Allowance for borrowed funds3
 2
 5
 3
Allowance for equity funds8
 4
 14
 8
Other, net2
 3
 8
 6
Total other income (expense)(46) (46) (91) (92)
        
Income before income tax benefit90
 94
 152
 148
Income tax benefit(41) (33) (81) (52)
        
Net income$131
 $127
 $233
 $200

The accompanying notes are an integral part of these consolidated financial statements.



MIDAMERICAN FUNDING, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited)
(Amounts in millions)

Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss, Net
 
Total
Equity
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss, Net
 
Total
Equity
              
Balance, December 31, 2014$1,679
 $3,417
 $(23) $5,073
Net income
 228
 
 228
Other comprehensive loss
 
 (3) (3)
Balance, June 30, 2015$1,679
 $3,645
 $(26) $5,298
       
Balance, December 31, 2015$1,679
 $3,876
 $(30) $5,525
$1,679
 $3,876
 $(30) $5,525
Net income
 200
 
 200

 200
 
 200
Other comprehensive income
 
 2
 2

 
 2
 2
Transfer to affiliate (Note 3)
 
 27
 27
Transfer to affiliate
 
 27
 27
Balance, June 30, 2016$1,679
 $4,076
 $(1) $5,754
$1,679
 $4,076
 $(1) $5,754
       
Balance, December 31, 2016$1,679
 $4,407
 $
 $6,086
Net income
 233
 
 233
Balance, June 30, 2017$1,679
 $4,640
 $
 $6,319

The accompanying notes are an integral part of these consolidated financial statements.



MIDAMERICAN FUNDING, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Amounts in millions)

Six-Month PeriodsSix-Month Periods
Ended June 30,Ended June 30,
2016 20152017 2016
Cash flows from operating activities:      
Net income$200
 $228
$233
 $200
Adjustments to reconcile net income to net cash flows from operating activities:      
Depreciation and amortization220
 199
258
 220
Deferred income taxes and amortization of investment tax credits45
 4
27
 45
Changes in other assets and liabilities21
 24
19
 21
Other, net(23) (9)(17) (23)
Changes in other operating assets and liabilities:      
Receivables, net(30) 42
19
 (30)
Inventories(18) 4
30
 (18)
Derivative collateral, net3
 35
2
 3
Contributions to pension and other postretirement benefit plans, net(3) (4)(5) (3)
Accounts payable(33) (103)(79) (33)
Accrued property, income and other taxes, net213
 310
(88) 213
Other current assets and liabilities9
 16
2
 9
Net cash flows from operating activities604
 746
401
 604
      
Cash flows from investing activities:      
Utility construction expenditures(506) (428)(545) (506)
Purchases of available-for-sale securities(54) (61)(81) (54)
Proceeds from sales of available-for-sale securities55
 56
77
 55
Proceeds from sale of investment
 13
Other, net
 3
5
 
Net cash flows from investing activities(505) (417)(544) (505)
      
Cash flows from financing activities:      
Proceeds from long-term debt843
 
Repayments of long-term debt(4) 
(255) (4)
Net change in note payable to affiliate6
 (6)10
 6
Net repayments of short-term debt
 (50)(99) 
Net cash flows from financing activities2
 (56)499
 2
      
Net change in cash and cash equivalents101
 273
356
 101
Cash and cash equivalents at beginning of period103
 30
15
 103
Cash and cash equivalents at end of period$204
 $303
$371
 $204

The accompanying notes are an integral part of these consolidated financial statements.



MIDAMERICAN FUNDING, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1)General

MidAmerican Funding, LLC ("MidAmerican Funding") is an Iowa limited liability company with Berkshire Hathaway Energy Company ("BHE") as its sole member. BHE is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway"). MidAmerican Funding's direct, wholly owned subsidiary is MHC Inc. ("MHC"), which constitutes substantially all of MidAmerican Funding's assets, liabilities and business activities except those related to MidAmerican Funding's long-term debt securities. MHC conducts no business other than the ownership of its subsidiaries and related corporate services. MHC's principal subsidiary is MidAmerican Energy Company ("MidAmerican Energy"), a public utility with electric and natural gas operations. Direct, wholly owned nonregulated subsidiaries of MHC are Midwest Capital Group, Inc. and MEC Construction Services Co.

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 2016,2017, and for the three- and six-month periods ended June 30, 20162017 and 2015. Certain amounts in the prior period Consolidated Financial Statements have been reclassified to conform to the current period presentation. Such reclassifications did not impact previously reported operating income, net income or retained earnings.2016. The results of operations for the three- and six-month periods ended June 30, 2016,2017, are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Notes to Consolidated Financial Statements included in MidAmerican Funding's Annual Report on Form 10-K for the year ended December 31, 2015,2016, describes the most significant accounting policies used in the preparation of the unaudited Consolidated Financial Statements. There have been no significant changes in MidAmerican Funding's assumptions regarding significant accounting estimates and policies during the six-month period ended June 30, 2016.2017.

(2)New Accounting Pronouncements

Refer to Note 2 of MidAmerican Energy's Notes to Financial Statements.

(3)Discontinued Operations

Refer to Note 3 of MidAmerican Energy's Notes to Financial Statements. The transfer of MidAmerican Energy's unregulated retail services business to a subsidiary of BHE repaid a portion of MHC's note payable to BHE.

(4)Property, Plant and Equipment, Net

Refer to Note 43 of MidAmerican Energy's Notes to Financial Statements. In addition to MidAmerican Energy's property, plant and equipment, net, MidAmerican Funding had as of June 30, 2017 and December 31, 2016, nonregulated property gross of $21 million and $22 million, as of June 30, 2016 and December 31, 2015, andrespectively, related accumulated depreciation and amortization of $9 million, and $8construction work-in-progress of $2 million as of June 30, 2016 and December 31, 2015,$1 million, respectively, which consisted primarily of a corporate aircraft owned by MHC.

(4)    Recent Financing Transactions

Refer to Note 4 of MidAmerican Energy's Notes to Financial Statements.



(5)Income Taxes

A reconciliation of the federal statutory income tax rate to MidAmerican Funding's effective income tax rate applicable to income before income tax benefit from continuing operations is as follows:
Three-Month Periods Six-Month PeriodsThree-Month Periods Six-Month Periods
Ended June 30, Ended June 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
              
Federal statutory income tax rate35 % 35 % 35 % 35 %35 % 35 % 35 % 35 %
Income tax credits(63) (79) (63) (67)(71) (63) (78) (63)
State income tax, net of federal income tax benefit(5) (11) (2) (4)(5) (5) (2) (2)
Effects of ratemaking(2) (15) (6) (13)(5) (2) (8) (6)
Other, net
 
 1
 


 
 
 1
Effective income tax rate(35)% (70)% (35)% (49)%(46)% (35)% (53)% (35)%

Income tax credits relate primarily to production tax credits from MidAmerican Energy's wind-powered generating facilities. Federal renewable electricity production tax credits are earned as energy from qualifying wind-powered generating facilities is produced and sold and are based on a per-kilowatt hour rate pursuant to the applicable federal income tax law. Wind-powered generating facilities are eligible for the credits for 10 years from the date the qualifying generating facilities are placed in service.in-service.

Berkshire Hathaway includes BHE and subsidiaries in its United States federal income tax return. Consistent with established regulatory practice, MidAmerican Funding's and MidAmerican Energy's provisions for income taxes have been computed on a stand-alone basis, and substantially all of their currently payable or receivable income taxes are remitted to or received from BHE. MidAmerican Funding received net cash payments for income taxes from BHE totaling $313$8 million and $374$313 million for the six-month periods ended June 30, 20162017 and 2015,2016, respectively.

(6)Employee Benefit Plans

Refer to Note 6 of MidAmerican Energy's Notes to Financial Statements.

(7)Asset Retirement Obligations

Refer to Note 7 of MidAmerican Energy's Notes to Financial Statements.

(8)Risk Management and Hedging Activities

Refer to Note 8 of MidAmerican Energy's Notes to Financial Statements.

(9)Fair Value Measurements

Refer to Note 97 of MidAmerican Energy's Notes to Financial Statements. MidAmerican Funding's long-term debt is carried at cost on the Consolidated Financial Statements. The fair value of MidAmerican Funding's long-term debt is a Level 2 fair value measurement and has been estimated based upon quoted market prices, where available, or at the present value of future cash flows discounted at rates consistent with comparable maturities with similar credit risks. The carrying value of MidAmerican Funding's variable-rate long-term debt approximates fair value because of the frequent repricing of these instruments at market rates. The following table presents the carrying value and estimated fair value of MidAmerican Funding's long-term debt (in millions):
 As of June 30, 2016 As of December 31, 2015
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
        
Long-term debt$4,594
 $5,484
 $4,597
 $5,051


 As of June 30, 2017 As of December 31, 2016
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
        
Long-term debt$5,219
 $5,867
 $4,627
 $5,164

(10)(8)    Commitments and Contingencies

MidAmerican Funding is party to a variety of legal actions arising out of the normal course of business. Plaintiffs occasionally seek punitive or exemplary damages. MidAmerican Funding does not believe that such normal and routine litigation will have a material impact on its consolidated financial results.

Refer to Note 108 of MidAmerican Energy's Notes to Financial Statements.




(11)(9)Components of Accumulated Other Comprehensive Income (Loss), Net

Refer to Note 119 of MidAmerican Energy's Notes to Financial Statements.

(12)(10)    Segment Information

MidAmerican Funding has identified two reportable segments: regulated electric and regulated gas. The previously reported nonregulated energy segment consisted substantially of MidAmerican Energy's unregulated retail services business, which was transferred to a subsidiary of BHE and is excluded from the information presented below. Refer to Note 3 for further discussion. The regulated electric segment derives most of its revenue from regulated retail sales of electricity to residential, commercial, and industrial customers and from wholesale sales. The regulated gas segment derives most of its revenue from regulated retail sales of natural gas to residential, commercial, and industrial customers and also obtains revenue by transporting gas owned by others through its distribution system. Pricing for regulated electric and regulated gas sales are established separately by regulatory agencies; therefore, management also reviews each segment separately to make decisions regarding allocation of resources and in evaluating performance. Common operating costs, interest income, interest expense and income tax expense are allocated to each segment based on certain factors, which primarily relate to the nature of the cost. "Other" in the tables below consists of the financial results and assets of nonregulated operations, MHC and MidAmerican Funding.

The following tables provide information on a reportable segment basis (in millions):
 Three-Month Periods Six-Month Periods
 Ended June 30, Ended June 30,
 2017 2016 2017 2016
Operating revenue:       
Regulated electric$537
 $481
 $970
 $880
Regulated gas120
 102
 382
 328
Other2
 2
 3
 3
Total operating revenue$659
 $585
 $1,355
 $1,211
        
Depreciation and amortization:       
Regulated electric$130
 $100
 $237
 $199
Regulated gas11
 10
 21
 21
Total depreciation and amortization$141
 $110
 $258
 $220
        
Operating income:       
Regulated electric$128
 $135
 $195
 $192
Regulated gas7
 4
 47
 47
Other1
 1
 1
 1
Total operating income$136
 $140
 $243
 $240
Three-Month Periods Six-Month PeriodsAs of
Ended June 30, Ended June 30,June 30,
2017
 December 31,
2016
2016 2015 2016 2015
Operating revenue:       
Total assets(1):
   
Regulated electric$481
 $461
 $880
 $887
$16,062
 $15,304
Regulated gas102
 110
 328
 405
1,348
 1,424
Other2
 5
 3
 11
23
 19
Total operating revenue$585
 $576
 $1,211
 $1,303
       
Depreciation and amortization:       
Regulated electric$100
 $89
 $199
 $179
Regulated gas10
 10
 21
 20
Total depreciation and amortization$110
 $99
 $220
 $199
       
Operating income:       
Regulated electric$135
 $108
 $192
 $161
Regulated gas4
 4
 47
 51
Other1
 
 1
 1
Total operating income$140
 $112
 $240
 $213
Total assets$17,433
 $16,747


 As of
 June 30,
2016
 December 31,
2015
Total assets(1):
   
Regulated electric$14,516
 $14,161
Regulated gas1,279
 1,330
Other21
 183
Total assets$15,816
 $15,674
(1)Total assets by reportable segment reflect the assignment of goodwill to applicable reporting units. Other total assets for December 31, 2015, includes amounts for MidAmerican Energy's unregulated retail services business transferred to a subsidiary of BHE.



Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations

MidAmerican Funding is an Iowa limited liability company whose sole member is BHE. MidAmerican Funding owns all of the outstanding common stock of MHC Inc., which owns all of the common stock of MidAmerican Energy, Midwest Capital Group, Inc. and MEC Construction Services Co. MidAmerican Energy is a public utility company headquartered in Des Moines, Iowa. MHC Inc., MidAmerican Funding and BHE are also headquartered in Des Moines, Iowa.

The following is management's discussion and analysis of certain significant factors that have affected the consolidated financial condition and results of operations of MidAmerican Funding and its subsidiaries and MidAmerican Energy as presented in this joint filing. Information in Management's Discussion and Analysis related to MidAmerican Energy, whether or not segregated, also relates to MidAmerican Funding. Information related to other subsidiaries of MidAmerican Funding pertains only to the discussion of the financial condition and results of operations of MidAmerican Funding. Where necessary, discussions have been segregated under the heading "MidAmerican Funding" to allow the reader to identify information applicable only to MidAmerican Funding. Explanations include management's best estimate of the impact of weather, customer growth and other factors. This discussion should be read in conjunction with the historical unaudited Financial Statements and Notes to Financial Statements in Part I, Item 1 of this Form 10-Q. Refer to Note 3 of those Notes to Financial Statements for a discussion of the transfer of MidAmerican Energy's unregulated retail services business to a subsidiary of BHE on January 1, 2016. MidAmerican Energy's and MidAmerican Funding's actual results in the future could differ significantly from the historical results.

Results of Operations for the Second Quarter and First Six Months of 20162017 and 20152016

Overview

MidAmerican Energy -

MidAmerican Energy's net income from continuing operations for the second quarter of 20162017 was $131 million, an increase of $5 million, or 4%, compared to 2015 due to higher electric margins of $34 million and lower fossil-fueled generation maintenance of $3 million, substantially offset by lower income tax benefits of $17 million due primarily to the effects of ratemaking, higher depreciation and amortization of $11 million due to wind-powered generation and other plant placed in-service and higher interest expense of $3 million primarily due to the issuance of first mortgage bonds in October 2015. Electric margins reflect higher retail sales volumes, lower energy costs, higher retail rates in Iowa and higher transmission revenue, partially offset by lower recoveries through bill riders and lower wholesale revenue.

MidAmerican Energy's income from continuing operations for the first six months of 2016 was $207 million, a decrease of $9 million, or 4%, compared to 2015 due to higher depreciation and amortization of $21 million from wind-powered generation and other plant placed in-service, higher interest expense of $8 million primarily due to the issuance of first mortgage bonds in October 2015, lower recognized production tax credits of $6 million, lower allowance for borrowed and equity funds of $4 million and lower natural gas margins of $3 million due to warmer winter temperatures in 2016, partially offset by higher electric margins of $37 million, lower fossil-fueled generation maintenance of $7 million and lower electric distribution costs of $5 million. Electric margins reflect lower energy costs, higher retail rates in Iowa, higher retail sales volumes and higher transmission revenue, partially offset by lower wholesale revenue and lower recoveries through bill riders.

MidAmerican Funding -

MidAmerican Funding's income from continuing operations for the second quarter of 2016 was $127$134 million, an increase of $3 million, or 2%, compared to 20152016 due to higher margins of $39 million and higher recognized production tax credits of $5 million, partially offset by higher depreciation and amortization of $31 million, substantially from accruals for Iowa regulatory arrangements, and higher operations and maintenance expenses of $11 million due primarily to higher generation maintenance from wind turbine additions and higher demand-side management ("DSM") program costs recoverable in bill riders. The increase in electric margins of $36 million reflects higher wholesale revenue from higher sales prices and volumes, higher transmission revenue and higher retail customer volumes from industrial growth net of lower residential and commercial volumes due to milder temperatures, partially offset by higher coal-fueled generation and purchased power costs.

MidAmerican Energy's net income for the first six months of 2016,2017 was $200$239 million, a decreasean increase of $19$32 million, or 9%15%, compared to 2015. In addition2016 due primarily to higher margins of $62 million and higher recognized production tax credits of $26 million, partially offset by higher depreciation and amortization of $38 million from accruals for Iowa regulatory arrangements and wind-powered generating facilities placed in-service in the second half of 2016, net of a reduction in depreciation rates in December 2016, and higher operations and maintenance expenses of $17 million due primarily to higher maintenance from additional wind turbines and higher DSM program costs recoverable in bill riders. The increase in electric margins of $60 million reflects higher wholesale revenue from higher sales prices and volumes, higher transmission revenue and higher retail customer volumes from industrial growth, net of lower residential and commercial volumes due to milder temperatures, and higher recoveries through bill riders, partially offset by higher coal-fueled generation and purchased power costs.

MidAmerican Funding -

MidAmerican Funding's net income for the second quarter of 2017 was $131 million, an increase of $4 million, or 3%, compared to 2016. MidAmerican Funding's net income for the first six months of 2017 was $233 million, an increase of $33 million, or 17%, compared to 2016.The increases were due primarily to the changes in MidAmerican Energy's earnings discussed above, MidAmerican Funding recognized an $8 million after-tax gain on the sale of an investment in a generating facility lease in the first quarter of 2015.above.



Regulated Electric Gross Margin

A comparison of key operating results related to regulated electric gross margin is as follows:
Second Quarter First Six MonthsSecond Quarter First Six Months
2016 2015 Change 2016 2015 Change2017 2016 Change 2017 2016 Change
Gross margin (in millions):                              
Operating revenue$481
 $461
 $20
 4 % $880
 $887
 $(7) (1)%$537
 $481
 $56
 12 % $970
 $880
 $90
 10 %
Cost of fuel, energy and capacity90
 104
 (14) (13) 182
 226
 (44) (19)110
 90
 20
 22
 212
 182
 30
 16
Gross margin$391
 $357
 $34
 10
 $698
 $661
 $37
 6
$427
 $391
 $36
 9
 $758
 $698
 $60
 9
                              
Electricity Sales (GWh):                              
Residential1,417
 1,223
 194
 16 % 3,049
 2,966
 83
 3 %1,394
 1,417
 (23) (2)% 2,963
 3,049
 (86) (3)%
Small general service888
 872
 16
 2
 1,836
 1,868
 (32) (2)
Large general service3,073
 2,981
 92
 3
 5,893
 5,673
 220
 4
Commercial882
 888
 (6) (1) 1,809
 1,836
 (27) (1)
Industrial3,250
 3,073
 177
 6
 6,255
 5,893
 362
 6
Other385
 382
 3
 1
 786
 782
 4
 1
382
 385
 (3) (1) 774
 786
 (12) (2)
Total retail5,763
 5,458
 305
 6
 11,564
 11,289
 275
 2
5,908
 5,763
 145
 3
 11,801
 11,564
 237
 2
Wholesale1,565
 2,171
 (606) (28) 3,583
 5,021
 (1,438) (29)2,878
 1,565
 1,313
 84
 5,591
 3,583
 2,008
 56
Total sales7,328
 7,629
 (301) (4) 15,147
 16,310
 (1,163) (7)8,786
 7,328
 1,458
 20
 17,392
 15,147
 2,245
 15
                              
Average number of retail customers (in thousands)759
 751
 8
 1 % 758
 751
 7
 1 %769
 759
 10
 1 % 767
 758
 9
 1 %
                              
Average revenue per MWh:                              
Retail$75.07
 $73.59
 $1.48
 2 % $67.01
 $67.22
 $(0.21)  %$75.19
 $75.07
 $0.12
  % $67.78
 $67.01
 $0.77
 1 %
Wholesale$20.80
 $20.87
 $(0.07)  % $19.83
 $20.08
 $(0.25) (1)%$24.37
 $20.80
 $3.57
 17 % $23.43
 $19.83
 $3.60
 18 %
                              
Heating degree days519
 468
 51
 11 % 3,361
 3,797
 (436) (11)%496
 519
 (23) (4)% 3,159
 3,361
 (202) (6)%
Cooling degree days428
 292
 136
 47 % 429
 294
 135
 46 %346
 428
 (82) (19)% 346
 429
 (83) (19)%
                              
Sources of energy (GWh)(1):
                              
Coal2,378
 3,815
 (1,437) (38)% 5,289
 8,377
 (3,088) (37)%3,703
 2,378
 1,325
 56 % 6,665
 5,289
 1,376
 26 %
Nuclear948
 988
 (40) (4) 1,884
 1,864
 20
 1
927
 948
 (21) (2) 1,859
 1,884
 (25) (1)
Natural gas180
 5
 175
 * 208
 
 208
 *10
 180
 (170) (94) 17
 208
 (191) (92)
Wind and other(2)
2,900
 2,184
 716
 33
 6,031
 4,825
 1,206
 25
3,416
 2,900
 516
 18
 7,200
 6,031
 1,169
 19
Total energy generated6,406
 6,992
 (586) (8) 13,412
 15,066
 (1,654) (11)8,056
 6,406
 1,650
 26
 15,741
 13,412
 2,329
 17
Energy purchased1,148
 744
 404
 54
 2,114
 1,437
 677
 47
868
 1,148
 (280) (24) 1,944
 2,114
 (170) (8)
Total7,554
 7,736
 (182) (2) 15,526
 16,503
 (977) (6)8,924
 7,554
 1,370
 18
 17,685
 15,526
 2,159
 14

*Not meaningful.

(1)GWh amounts are net of energy used by the related generating facilities.

(2)All or some of the renewable energy attributes associated with generation from these generating facilities may be: (a) used in future years to comply with renewable portfolio standards or other regulatory requirements or (b) sold to third parties in the form of renewable energy credits or other environmental commodities.



Regulated electric gross margin increased $34$36 million for the second quarter of 20162017 compared to 20152016 due primarily due to:
(1)Higher retailwholesale gross margin of $33$23 million due primarily to -higher margins per unit from higher market prices and higher sales volumes enabled by greater availability of lower cost generation;
an increase of $17 million from the impact of temperatures;
an increase of $11 million from higher electric rates in Iowa effective January 1, 2016;
an increase of $6 million from lower retail energy costs primarily due to a lower average cost of fuel for generation and lower purchased power costs;
an increase of $7 million primarily from non-weather-related usage factors; and
a decrease of $8 million from lower recoveries through bill riders;
(2)Higher Multi-Value Projects ("MVPs") transmission revenue of $3 million, which is expected to increase as projects are constructed over the next two years; partially offset by
(3)Lower wholesale gross margin of $2$6 million due to lower sales volumes and lower margins per unit.

Regulated electric gross margin increased $37 million for the first six months of 2016 compared to 2015 primarily due to:
(1)Higher retail gross margin of $28 million due to -
an increase of $21 million from higher electric rates in Iowa effective January 1, 2016;
an increase of $15 million from lower retail energy costs primarily due to a lower average cost of fuel for generation and lower purchased power costs;
an increase of $11 million from the impact of temperatures;
an increase of $9 million primarily from non-weather-related usage factors; and
a decrease of $28 million from lower recoveries through bill riders;
(2)Higher MVPs transmission revenue of $7 million, which is expected to increase as projects are constructed over the next two years;continued capital additions; and
(3)Higher retail gross margin of $5 million due to -
an increase of $17 million primarily from non-weather-related usage factors, including higher industrial sales volumes;
an increase of $2 million from higher recoveries through bill riders;
a decrease of $3 million from higher retail energy costs due primarily to higher coal-fueled generation and higher purchased power costs; and
a decrease of $11 million from the impact of milder temperatures.

Regulated electric gross margin increased $60 million for the first six months of 2017 compared to 2016 due primarily to:
(1)Higher wholesale gross margin of $2$44 million due primarily to higher margins per unit due tofrom higher market prices and higher sales volumes enabled by greater availability of lower cost generation for wholesale purposes and lower coal-fueled generation and prices;generation;
(2)Higher retail gross margin of $9 million due to -
an increase of $25 million primarily from non-weather-related usage factors, including higher industrial sales volumes;
an increase of $9 million from higher recoveries through bill riders;
a decrease of $12 million from higher retail energy costs due primarily to higher coal-fueled generation and higher purchased power costs; and
a decrease of $13 million from the impact of milder temperatures; and
(3)Higher MVPs transmission revenue of $5 million due to continued capital additions.



Regulated Gas Gross Margin

A comparison of key operating results related to regulated gas gross margin is as follows:
Second Quarter First Six MonthsSecond Quarter First Six Months
2016 2015 Change 2016 2015 Change2017 2016 Change 2017 2016 Change
Gross margin (in millions):                              
Operating revenue$102
 $110
 $(8) (7) % $328
 $405
 $(77) (19) %$120
 $102
 $18
 18 % $382
 $328
 $54
 16 %
Cost of gas sold47
 55
 (8) (15) 182
 256
 (74) (29)62
 47
 15
 32
 234
 182
 52
 29
Gross margin$55
 $55
 $
 
 $146
 $149
 $(3) (2)$58
 $55
 $3
 5
 $148
 $146
 $2
 1
                              
Natural gas throughput (000's Dth):                              
Residential5,973
 5,617
 356
 6 % 28,301
 30,648
 (2,347) (8) %5,551
 5,973
 (422) (7) % 26,669
 28,301
 (1,632) (6) %
Small general service3,067
 2,962
 105
 4
 13,889
 15,070
 (1,181) (8)
Large general service1,057
 1,048
 9
 1
 2,652
 2,591
 61
 2
Commercial2,740
 3,067
 (327) (11) 13,009
 13,889
 (880) (6)
Industrial870
 1,057
 (187) (18) 2,353
 2,652
 (299) (11)
Other6
 5
 1
 20
 25
 27
 (2) (7)6
 6
 
 
 27
 25
 2
 8
Total retail sales10,103
 9,632
 471
 5
 44,867
 48,336
 (3,469) (7)9,167
 10,103
 (936) (9) 42,058
 44,867
 (2,809) (6)
Wholesale sales8,264
 7,366
 898
 12
 20,047
 19,683
 364
 2
7,697
 8,264
 (567) (7) 20,296
 20,047
 249
 1
Total sales18,367
 16,998
 1,369
 8
 64,914
 68,019
 (3,105) (5)16,864
 18,367
 (1,503) (8) 62,354
 64,914
 (2,560) (4)
Gas transportation service17,965
 17,779
 186
 1
 42,030
 41,748
 282
 1
20,288
 17,965
 2,323
 13
 45,647
 42,030
 3,617
 9
Total gas throughput36,332
 34,777
 1,555
 4
 106,944
 109,767
 (2,823) (3)37,152
 36,332
 820
 2
 108,001
 106,944
 1,057
 1
                              
Average number of retail customers (in thousands)738
 729
 9
 1 % 739
 731
 8
 1 %746
 738
 8
 1 % 747
 739
 8
 1 %
Average revenue per retail Dth sold$7.80
 $8.68
 $(0.88) (10) % $6.06
 $6.81
 $(0.75) (11) %$9.81
 $7.80
 $2.01
 26 % $7.25
 $6.06
 $1.19
 20 %
Average cost of natural gas per retail Dth sold$3.10
 $3.72
 $(0.62) (17) % $3.19
 $4.09
 $(0.90) (22) %$4.38
 $3.10
 $1.28
 41 % $4.17
 $3.19
 $0.98
 31 %
                              
Combined retail and wholesale average cost of natural gas per Dth sold$2.59
 $3.25
 $(0.66) (20) % $2.81
 $3.76
 $(0.95) (25) %$3.69
 $2.59
 $1.10
 42 % $3.75
 $2.81
 $0.94
 33 %
                              
Heating degree days573
 503
 70
 14 % 3,545
 3,951
 (406) (10) %552
 573
 (21) (4) % 3,361
 3,545
 (184) (5) %

Regulated gas revenue includes purchased gas adjustment clauses through which MidAmerican Energy is allowed to recover the cost of gas sold from its retail gas utility customers. Consequently, fluctuations in the cost of gas sold do not directly affect gross margin or net income because regulated gas revenue reflects comparable fluctuations through the purchased gas adjustment clauses. For the second quarter of 2016,2017, MidAmerican Energy's combined retail and wholesale average per-unit cost of gas sold decreased 20%increased 42%, resulting in a decreasean increase of $14$18 million in gas revenue and cost of gas sold compared to 2015.2016, partially offset by lower gas sales. For the first six months of 2016,2017, MidAmerican Energy's combined retail and wholesale average per-unit cost of gas sold decreased 25%increased 33%, resulting in a decreasean increase of $62$58 million in gas revenue and cost of gas sold compared to 2015.2016, partially offset by lower gas sales.

Regulated gas gross margin was unchangedincreased $3 million for the second quarter of 20162017 compared to 20152016 due to:to -
(1)Highera higher average per-unit margin of $2 million; and
(2)higher recoveries of DSM recoveriesprogram costs of $1 million.

Regulated gas gross margin increased $2 million for the first six months of 2017 compared to 2016 due primarily to -
(1)a higher average per-unit margin of $2 million;
(2)Higher retail sales volumes reflecting cooler second quarter heating season temperatures in 2016; offset byhigher recoveries of DSM program costs of $2 million; and
(3)A decrease from non-weather-related usage factors.

Regulated gas gross margin decreased $3 million for the first six months of 2016 compared to 2015 due to:
(1)Lowerlower retail sales volumes of $6$2 million reflectingfrom warmer winter temperatures in 2016, partially offset bytemperatures.
(2)Higher DSM recoveries of $3 million.




Operating Costs and Expenses

MidAmerican Energy -

Operations and maintenance decreased $4increased $11 million for the second quarter of 20162017 compared to 20152016 due primarily to lower fossil-fueled generation maintenance$5 million of $3higher DSM program costs, which is offset in operating revenue, and $4 million primarily from planned outages in 2015, lower information technology and other administrative costs, and lower generation operations, partially offset byof higher wind-powered generation maintenance higher demand-side management ("DSM") program costs and higher transmission operations costs from the Midcontinent Independent System Operator, Inc. ("MISO"). DSM program costs and MISO transmission costs are recovered through bill riders.additional wind turbines.

Operations and maintenance decreased $14increased $17 million for the first six months of 20162017 compared to 20152016 due primarily to $9 million of higher DSM program costs, which is offset in operating revenue, and $7 million of lower fossil-fueled generation maintenance primarily from planned outages in 2015, lower electric distribution operations and maintenance of $5 million, and lower generation operations, partially offset by higher transmission operations costs from MISO and higher wind-powered generation maintenance.maintenance from additional wind turbines.

Depreciation and amortization increased $11 million and $21$31 million for the second quarter and first six months of 2016, respectively,2017 compared to 20152016 due to accruals for Iowa regulatory arrangements totaling $29 million and utility plant additions, including wind-powered generating facilities placed in servicein-service in the second half of 2015.2016, partially offset by $8 million from lower depreciation rates implemented in December 2016.

Depreciation and amortization increased $38 million for the first six months of 2017 compared to 2016 due to accruals for Iowa regulatory arrangements totaling $34 million and utility plant additions, including wind-powered generating facilities placed in-service in the second half of 2016, partially offset by $17 million from lower depreciation rates implemented in December 2016.

Other Income and (Expense)

MidAmerican Energy -

Interest expense increased $3$5 million and $9 million for the second quarter and first six months of 2017, respectively, compared to 2016 due to higher interest expense from the issuance of $850 million of first mortgage bonds in February 2017, partially offset by the redemption of a $250 million of 5.95% Senior Notes in February 2017.

Allowance for borrowed and equity funds increased $5 million and $8 million for the second quarter and first six months of 2016,2017, respectively, compared to 20152016 due primarily to higher interest expense from the issuance of $650 million of first mortgage bonds in October 2015, partially offset by the payment of a $426 million turbine purchase obligation in December 2015.

Allowance for borrowed and equity funds decreased $2 million and $4 million for the second quarter and first six months of 2016, respectively, compared to 2015 primarily due to lower construction work-in-progress balances related to wind-powered generation.

MidAmerican Funding -

In addition to the fluctuations discussed above for MidAmerican Energy, MidAmerican Funding's other,Other, net increased $3 million for the first six months of 2015 reflects a $13 million pre-tax gain2017 compared to 2016 due to higher returns on the sale of an investment in a generating facility lease in 2015.corporate-owned life insurance policies.

Income Tax Benefit

MidAmerican Energy -

MidAmerican Energy's income tax benefit on continuing operations decreased $17increased $7 million for the second quarter of 20162017 compared to 2015,2016, and the effective tax rate was (41)% for 2017 and (32)% for 2016. For the first six months of 2017 compared to 2016, MidAmerican Energy's income tax benefit increased $27 million, and (64)the effective tax rate was (47)% for 2015.2017 and (31)% for 2016. The changechanges in the effective tax raterates for the second quarter of2017 compared to 2016 waswere substantially due to the effects of ratemaking and a higher pre-tax income, partially offset by an increase in recognized production tax credits.

MidAmerican Energy's income tax benefit on continuing operations decreased $24 million for the first six months of 2016 compared to 2015,credits and the effective tax rate was (31)% for 2016 and (51)% for 2015. The change in the effective tax rate for the first six months of 2016 was substantially due to the effects of ratemaking and a decrease in recognized production tax credits.ratemaking.

Production tax credits are recognized in earnings for interim periods based on the application of an estimated annual effective tax rate to pretax earnings. Federal renewable electricity production tax credits are earned as energy from qualifying wind-powered generating facilities is produced and sold and are based on a per-kilowatt hour rate pursuant to the applicable federal income tax law. Wind-powered generating facilities are eligible for the credits for 10 years from the date the qualifying generating facilities were placed in service. Production tax credits recognized in the second quarterfirst six months of 20162017 were $59$118 million, or $2$26 million higher than the second quarter of 2015, while production tax credits earned in the second quarter of 2016 were $63 million, or $14 million higher than the second quarter of 2015 primarily due to wind-powered generation placed in service in late 2015. Production tax credits recognized in the first six months of 2016, were $92 million, or $6 million lower than the first six months of 2015, while production tax credits earned in the first six months of 20162017 were $130$157 million, or $23$27 million higher than the first six months of 20152016 due primarily due to wind-powered generation placed in servicein-service in late 2015.2016. The difference between production tax credits recognized and earned of $38$39 million as of June 30, 2016,2017, will be recorded toreflected in earnings over the remainder of 2016.2017.



MidAmerican Funding -

MidAmerican Funding's income tax benefit on continuing operations decreased $18increased $8 million for the second quarter of 20162017 compared to 2015,2016, and the effective tax rate was (46)% for 2017 and (35)% for 2016 and (70)% for 2015.2016. MidAmerican Funding's income tax benefit on continuing operations decreased $20increased $29 million for the first six months of 20162017 compared to 2015,2016, and the effective tax rate was (53)% for 2017 and (35)% for 2016 and (49)% for 2015. The change2016.The changes in the effective tax rate wasrates were principally due to the factors discussed for MidAmerican Energy. Additionally, income taxes for the first six months of 2015 reflect taxes on a $13 million gain on the sale of an investment in a generating facility lease in the first quarter of 2015.

Liquidity and Capital Resources

As of June 30, 2016,2017, MidAmerican Energy's total net liquidity was $618 million$1.06 billion consisting of $203$370 million of cash and cash equivalents and $605$905 million of credit facilities reduced by $190$220 million of the credit facilities reserved to support MidAmerican Energy's variable-rate tax-exempt bond obligations. As of June 30, 2016,2017, MidAmerican Funding's total net liquidity was $623 million,$1.06 billion, including $1 million of additional cash and cash equivalents and MHC Inc.'s $4 million credit facility.

Operating Activities

MidAmerican Energy's net cash flows from operating activities for the six-month periods ended June 30, 2017 and 2016, and 2015, were $609$409 million and $753$609 million, respectively. MidAmerican Funding's net cash flows from operating activities for the six-month periods ended June 30, 2017 and 2016, were $401 million and 2015, were $604 million, and $746 million, respectively. The decreases in cashCash flows from operating activities were predominantlydecreased due primarily to the timing of MidAmerican Energy's income tax cash flows with BHE lower reimbursements of collateral relatedand greater payments to derivative positions, an increase in coalvendors, partially offset by higher cash gross margins for MidAmerican Energy's regulated electric business, including fuel inventory in 2016 and the timing of DSM expenditures and recoveries.reductions. MidAmerican Energy's income tax cash flows with BHE totaled net cash payments from BHE of $308$7 million and $373$308 million, for the first six months of 2016 and 2015, respectively. Income tax cash flows for 2016 reflect the receipt of $106 million of income tax benefits generated in 2015 and for 2015 reflect the receipt of $255 million of income tax benefits generated in 2014.2015. The timing of MidAmerican Energy's income tax cash flows from period to period can be significantly affected by the estimated federal income tax payment methods and assumptions for each payment date.

In December 2015, the Protecting Americans from Tax Hikes Act of 2015 ("PATH") was signed into law, extending bonus depreciation for qualifying property acquired and placed in service before January 1, 2020 (bonus depreciation rates will be 50% for 2015-2017, 40% in 2018, and 30% in 2019), with an additional year for certain longer lived assets. Production tax credits were extended and phased-out for wind power and other forms of non-solar renewable energy projects that begin construction before the end of 2019. Production tax credits are maintained at the following levels for construction projects whosefor which construction begins before the end of the respective year as follows: at full value for 2016, at 80% of present value for 2017, at 60% of present value for 2018, and 40% of present value for 2019. As a result of PATH, MidAmerican Energy's cash flows from operations are expected to benefit in 2016 and beyond due to bonus depreciation on qualifying assets placed in service through 2019 and for production tax credits earned on qualifying wind projects.projects through 2029.

Investing Activities

MidAmerican Energy's net cash flows from investing activities for the six-month periods ended June 30, 2017 and 2016, and 2015, were $(505)$(542) million and $(430)$(505) million, respectively. MidAmerican Funding's net cash flows from investing activities for the six-month periods ended June 30, 2017 and 2016, and 2015, were $(505)$(544) million and $(417)$(505) million, respectively. Net cash flows from investing activities consist almost entirely of utility construction expenditures, which increased for the first six months of 2016 compared to 2015 due to higher expenditures for wind-powered generation construction.environmental and other operating construction expenditures. Purchases and proceeds related to available-for-sale securities primarily consist of activity within the Quad Cities Generating Station nuclear decommissioning trust. MidAmerican Funding received $13 million in 2015 related to the sale of an investment in a generating facility lease.



Financing Activities

MidAmerican Energy's net cash flows from financing activities for the six-month periods ended June 30, 2017 and 2016 and 2015 were $(4)$489 million and $(50)$(4) million, respectively. MidAmerican Funding's net cash flows from financing activities for the six-month periods ended June 30, 2017 and 2016, were $499 million and 2015, were $2 million, respectively. In February 2017, MidAmerican Energy issued $375 million of its 3.10% First Mortgage Bonds due May 2027 and $(56)$475 million respectively.of its 3.95% First Mortgage Bonds due August 2047. An amount equal to the net proceeds was used to finance capital expenditures, disbursed during the period from February 2, 2016 to February 1, 2017, with respect to investments in MidAmerican Energy's 551-megawatt Wind X and 2,000-megawatt Wind XI projects, which were previously financed with MidAmerican Energy's general funds. In February 2017, MidAmerican Energy redeemed in full through optional redemption its $250 million of 5.95% Senior Notes due July 2017. In January 2016, MidAmerican Energy repaid $50$4 million of variable-rate tax-exempt pollution control refunding revenue bonds due January 2016. Through its commercial paper program, MidAmerican Energy made payments totaling $99 million in 2015.2017. MidAmerican Funding received $10 million and $6 million in 2017 and 2016, and made payments of $6 million in 2015respectively, through its note payable with BHE.

Debt Authorizations and Related Matters

MidAmerican Energy has authority from the FERC to issue through June 30, 2018,February 28, 2019, commercial paper and bank notes aggregating $605$905 million at interest rates not to exceed the applicable London Interbank Offered Rate ("LIBOR") plus a spread of up to 400 basis points. MidAmerican Energy has a $600$900 million unsecured credit facility expiring in March 2018.June 2020. MidAmerican Energy may request that the banks extend the credit facility up to two years. The credit facility, which supports MidAmerican Energy's commercial paper program and its variable-rate tax-exempt bond obligations and provides for the issuance of letters of credit, has a variable interest rate based on LIBORthe Eurodollar rate or a base rate, at MidAmerican Energy's option, plus a spread that varies based on MidAmerican Energy's credit ratings for senior unsecured long-term debt securities. Additionally, MidAmerican Energy has a $5 million unsecured credit facility for general corporate purposes.

MidAmerican Energy currently has an effective registration statement with the United States Securities and Exchange Commission to issue an indeterminate amount of long-term debt securities through September 16, 2018. Additionally, MidAmerican Energy has authorization from the FERC to issue through March 31, 2017, long-term securities totaling up to $1.05 billion at interest rates not to exceed the applicable United States Treasury rate plus a spread of 175 basis points and from the Illinois Commerce Commission to issue up to an aggregate of $900$500 million of additional long-term debt securities, of which $150$350 million expires December 9, 2016,March 15, 2018, and $750$150 million expires September 22, 2018.

In conjunction with the March 1999 merger, MidAmerican Energy committed to the IUB to use commercially reasonable efforts to maintain an investment grade rating on its long-term debt and to maintain its common equity level above 42% of total capitalization unless circumstances beyond its control result in the common equity level decreasing to below 39% of total capitalization. MidAmerican Energy must seek the approval of the IUB of a reasonable utility capital structure if MidAmerican Energy's common equity level decreases below 42% of total capitalization, unless the decrease is beyond the control of MidAmerican Energy. MidAmerican Energy is also required to seek the approval of the IUB if MidAmerican Energy's equity level decreases to below 39%, even if the decrease is due to circumstances beyond the control of MidAmerican Energy. If MidAmerican Energy's common equity level were to drop below the required thresholds, MidAmerican Energy's ability to issue debt could be restricted. As of June 30, 2016,2017, MidAmerican Energy's common equity ratio was 52%53% computed on a basis consistent with its commitment.

Future Uses of Cash

MidAmerican Energy and MidAmerican Funding have available a variety of sources of liquidity and capital resources, both internal and external, including net cash flows from operating activities, public and private debt offerings, the issuance of commercial paper, the use of unsecured revolving credit facilities, and other sources. These sources are expected to provide funds required for current operations, capital expenditures, debt retirements and other capital requirements. The availability and terms under which MidAmerican Energy and MidAmerican Funding have access to external financing depends on a variety of factors, including their credit ratings, investors' judgment of risk and conditions in the overall capital markets, including the condition of the utility industry.

Utility Construction Expenditures

MidAmerican Energy's primary need for capital is utility construction expenditures. Capital expenditure needs are reviewed regularly by management and may change significantly as a result of these reviews, which may consider, among other factors, changes in environmental and other rules and regulations; impacts to customers' rates; outcomes of regulatory proceedings; changes in income tax laws; general business conditions; load projections; system reliability standards; the cost and efficiency of construction labor, equipment and materials; commodity prices; and the cost and availability of capital.



MidAmerican Energy's forecast utility construction expenditures, which exclude amounts for non-cash equity AFUDC and other non-cash items, are approximately $1.2$1.9 billion for 2016 2017and include:

$688761 million primarily for the construction of 5992,000 MW (nominal ratings) of wind-powered generating facilities expected to be placed in service in 2016, of which 48 MW (nominal ratings) had been placed in service as of June 30, 2016.

$125 million for transmission MVP investments. MidAmerican Energy has approval from the Midcontinent Independent System Operator, Inc. for the construction of four MVPs located in Iowa and Illinois, which will add approximately 245 miles of 345 kV transmission line to MidAmerican Energy's transmission system.
Remaining costs primarily relate to routine expenditures for distribution, generation, transmission and other infrastructure needed to serve existing and expected demand.

MidAmerican Energy Wind

2017 through 2019. In AprilAugust 2016, MidAmerican Energy filed with the IUB issued an application fororder approving ratemaking principles related to theMidAmerican Energy's construction of up to 2,000 MW (nominal ratings) of additional wind-powered generating facilities expected to be placed in service in 2017 through 2019. The filing, which is subject to IUB approval, establishesratemaking principles establish a cost cap of $3.6 billion, including AFUDC, and provides for a fixed rate of return on equity of 11.5%11.0% over the proposed 40-year useful lives of those facilities in any future Iowa rate proceeding. The cost cap ensures that as long as total costs are below the cap, the investment will be deemed prudent in any future Iowa rate proceeding. Additionally, the filing proposes modifications toratemaking principles modify the revenue sharing mechanism currently in effect. The proposedrevised sharing mechanism wouldwill be effective in 2018 and wouldwill be triggered each year by actual equity returns if they are above the weighted average return on equity for MidAmerican Energy calculated annually. Pursuant to the proposed change in revenue sharing, MidAmerican Energy wouldwill share 100% of the revenue in excess of this trigger with customers. Such revenue sharing wouldwill reduce coal and nuclear generation rate base, which is intended to mitigate future base rate increases. Each of these projects is expected to qualify for 100% of production tax credits currently available.
$474 million for the repowering of certain existing wind-powered generating facilities in Iowa. This project entails the replacement of significant components of the oldest turbines in MidAmerican Energy’s fleet. The energy production from such repowered facilities is expected to qualify for 100% of the federal production tax credits available for ten years following completion. MidAmerican Energy is in the process of seeking approval of a tariff revision that would exclude from its energy adjustment clause any future federal production tax credits related to these repowered facilities.
$36 million for transmission MVP investments. MidAmerican Energy has requested IUB approval byfrom the endMidcontinent Independent System Operator, Inc. for the construction of the third quarterfour MVPs located in Iowa and Illinois, which, when complete, will add approximately 250 miles of 2016. If approved by the IUB,345 kV transmission line to MidAmerican Energy expectsEnergy's transmission system.
Remaining costs primarily relate to incur approximately $300 million of additional capitalroutine expenditures in 2016, which are not reflected in the current 2016 forecast.

In July 2016, MidAmerican Energy filed with the IUB a settlement agreement between MidAmerican Energyfor generation, transmission, distribution and the intervenors in the ratemaking principles proceeding that resolves all contested issues associated with MidAmerican Energy’s application. All of the major terms of the application discussed above remain unchanged other than the fixed rate of return on equity over the 40‑year useful life of the facilities, which the settlement agreement modifiesinfrastructure needed to 11.0%. The settlement agreement is subject to approval by the IUB.serve existing and expected demand.

Contractual Obligations

As of June 30, 2016,2017, there have been no material changes outside the normal course of business in MidAmerican Energy's and MidAmerican Funding's contractual obligations from the information provided in Item 7 of their Annual Report on Form 10‑K10-K for the year ended December 31, 2015.2016.

Regulatory Matters

MidAmerican Energy is subject to comprehensive regulation. Refer to "Regulatory Matters" in Berkshire Hathaway Energy's Part I, Item 2 of this Form 10-Q for discussion regarding MidAmerican Energy's current regulatory matters.

Quad Cities Generating Station Operating Status

Exelon Generation Company, LLC ("Exelon Generation"), the operator of Quad Cities Generating Station Units 1 and 2 ("Quad Cities Station") of which MidAmerican Energy has a 25% ownership interest, announced on June 2, 2016, its intention to shut down Quad Cities Station on June 1, 2018, as a result of Illinois not passing adequate legislation and Quad Cities Station not clearing the 2019-2020 PJM Interconnection, L.L.C. capacity auction. MidAmerican Energy has expressed to Exelon Generation its desire for the continued operation of the facility through the end of its operating license in 2032 and continues to workworked with Exelon Generation foron solutions to that end. An early shutdownIn December 2016, Illinois passed legislation creating a zero emission standard, which went into effect June 1, 2017. The zero emission standard requires the Illinois Power Agency to purchase zero emission credits and recover the costs from certain ratepayers in Illinois, subject to certain limitations. The proceeds from the zero emission credits will provide Exelon Generation additional revenue through 2027 as an incentive for continued operation of Quad Cities Station beforeStation. For the end of its operating license would require an evaluation ofnuclear assets already in rate base, MidAmerican Energy's legal rights pursuant tocustomers will not be charged for the Quad Cities Station agreements with Exelon Generation. In addition, the carrying valuesubsidy, and classification of assets and liabilities related to Quad Cities Station on MidAmerican Energy's balance sheets would need to be evaluated, and a determination made of the sufficiency of the nuclear decommissioning trust fund to fund decommissioning costs at an earlier retirement date. If the trust fund is determined to be deficient, MidAmerican Energy may be required to contributewill not receive additional assets torevenue from the trust fund or directly pay certain decommissioning costs.subsidy.



The following significant assetsOn February 14, 2017, two lawsuits were filed with the United States District Court for the Northern District of Illinois ("Northern District of Illinois") against the Illinois Power Agency alleging that the state’s zero emission credit program violates certain provisions of the U.S. Constitution. Both complaints argue that the Illinois zero emission credit program will distort the FERC’s energy and liabilities associated withcapacity market auction system of setting wholesale prices. As majority owner and operator of Quad Cities Station, were included on MidAmerican Energy's balance sheet asExelon Generation intervened in both suits and filed motions to dismiss in both matters. On July 14, 2017, the Northern District of June 30, 2016 (in millions):Illinois granted the motions to dismiss. On July 17, 2017, the plaintiffs filed appeals with the United States Court of Appeals for the Seventh Circuit.

Assets:  
Net plant in service, including nuclear fuel $343
Construction work in progress 10
Inventory 17
Regulatory assets 4
   
Liabilities:  
Asset retirement obligation(1)
 365
On January 9, 2017 the Electric Power Supply Association filed two requests with the FERC seeking to expand Minimum Price Offer Rule ("MOPR") provisions to apply to existing resources receiving zero emission credit compensation. If successful, an expanded MOPR could result in an increased risk of Quad Cities Station not clearing in future capacity auctions and Exelon Generation no longer receiving capacity revenues for the facility. As majority owner and operator of Quad Cities Station, Exelon Generation has filed protests at the FERC in response to each filing. The timing of the FERC’s decision with respect to both proceedings is currently unknown and the outcome of these matters is currently uncertain.
(1)The Quad Cities Station asset retirement obligation assumes a 2032 closure. MidAmerican Energy’s nuclear decommissioning trust fund established for the settlement of the Quad Cities Station asset retirement obligation totaled $444 million and an associated regulatory liability for the excess of the trust fund over the asset retirement obligation totaled $79 million as of June 30, 2016.

Environmental Laws and Regulations

MidAmerican Energy is subject to federal, state and local laws and regulations regarding air and water quality, emissions performance standards, climate change, coal combustion byproduct disposal, hazardous and solid waste disposal, protected species and other environmental matters that have the potential to impact its current and future operations. In addition to imposing continuing compliance obligations and capital expenditure requirements, these laws and regulations provide regulators with the authority to levy substantial penalties for noncompliance including fines, injunctive relief and other sanctions. These laws and regulations are administered by the EPA and various state and local agencies. All such laws and regulations are subject to a range of interpretation, which may ultimately be resolved by the courts. Environmental laws and regulations continue to evolve, and MidAmerican Energy is unable to predict the impact of the changing laws and regulations on its operations and consolidated financial results. MidAmerican Energy believes it is in material compliance with all applicable laws and regulations. Refer to "Liquidity and Capital Resources" for discussion of MidAmerican Energy's forecast environmental-related capital expenditures.

Refer to "Environmental Laws and Regulations" in Berkshire Hathaway Energy's Part I, Item 2 of this Form 10-Q for additional information regarding environmental laws and regulations.

New Accounting Pronouncements

For a discussion of new accounting pronouncements affecting MidAmerican Energy and MidAmerican Funding, refer to Note 2 of Notes to Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.

Critical Accounting Estimates

Certain accounting measurements require management to make estimates and judgments concerning transactions that will be settled several years in the future. Amounts recognized on the Financial Statements based on such estimates involve numerous assumptions subject to varying and potentially significant degrees of judgment and uncertainty and will likely change in the future as additional information becomes available. Estimates are used for, but not limited to, the accounting for the effects of certain types of regulation, derivatives, impairment of goodwill and long-lived assets, pension and other postretirement benefits, income taxes and revenue recognition - unbilled revenue. For additional discussion of MidAmerican Energy's and MidAmerican Funding's critical accounting estimates, see Item 7 of their Annual Report on Form 10-K for the year ended December 31, 2015.2016. There have been no significant changes in MidAmerican Energy's and MidAmerican Funding's assumptions regarding critical accounting estimates since December 31, 2015.2016.


Nevada Power Company and its subsidiaries
Consolidated Financial Section



PART I
Item 1.Financial Statements


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Shareholder of
Nevada Power Company
Las Vegas, Nevada

We have reviewed the accompanying consolidated balance sheet of Nevada Power Company and subsidiaries ("Nevada Power") as of June 30, 2016,2017, and the related consolidated statements of operations for the three-month and six-month periods ended June 30, 20162017 and 2015,2016, and of changes in shareholder's equity and cash flows for the six-month periods ended June 30, 20162017 and 2015.2016. These interim financial statements are the responsibility of Nevada Power's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Nevada Power Company and subsidiaries as of December 31, 2015,2016, and the related consolidated statements of operations, changes in shareholder's equity, and cash flows for the year then ended (not presented herein); and in our report dated February 26, 2016,24, 2017, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 20152016 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.


/s/ Deloitte & Touche LLP


Las Vegas, Nevada
August 5, 20164, 2017



NEVADA POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Amounts in millions, except share data)

As ofAs of
June 30, December 31,June 30, December 31,
2016 20152017 2016
ASSETS
   
Current assets:      
Cash and cash equivalents$112
 $536
$10
 $279
Accounts receivable, net332
 265
322
 243
Inventories78
 80
58
 73
Regulatory assets37
 20
Other current assets46
 46
45
 38
Total current assets568
 927
472
 653
      
Property, plant and equipment, net6,981
 6,996
6,925
 6,997
Regulatory assets1,042
 1,057
1,133
 1,000
Other assets40
 37
37
 39
      
Total assets$8,631
 $9,017
$8,567
 $8,689
      
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:      
Accounts payable$212
 $214
$223
 $187
Accrued interest50
 54
50
 50
Accrued property, income and other taxes39
 30
111
 93
Regulatory liabilities161
 173
38
 37
Current portion of long-term debt and financial and capital lease obligations11
 225
347
 17
Customer deposits59
 58
77
 78
Other current liabilities46
 28
31
 39
Total current liabilities578
 782
877
 501
      
Long-term debt and financial and capital lease obligations3,057
 3,060
2,736
 3,049
Regulatory liabilities310
 304
427
 416
Deferred income taxes1,426
 1,405
1,505
 1,474
Other long-term liabilities298
 303
284
 277
Total liabilities5,669
 5,854
5,829
 5,717
      
Commitments and contingencies (Note 8)
 
Commitments and contingencies (Note 9)
 
      
Shareholder's equity:      
Common stock - $1.00 stated value; 1,000 shares authorized, issued and outstanding
 

 
Other paid-in capital2,308
 2,308
2,308
 2,308
Retained earnings657
 858
433
 667
Accumulated other comprehensive loss, net(3) (3)(3) (3)
Total shareholder's equity2,962
 3,163
2,738
 2,972
      
Total liabilities and shareholder's equity$8,631
 $9,017
$8,567
 $8,689
      
The accompanying notes are an integral part of the consolidated financial statements.



NEVADA POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Amounts in millions)

Three-Month Periods Six-Month PeriodsThree-Month Periods Six-Month Periods
Ended June 30, Ended June 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
              
Operating revenue$525
 $607
 $924
 $1,066
$574
 $525
 $966
 $924
              
Operating costs and expenses:              
Cost of fuel, energy and capacity199
 291
 367
 517
238
 199
 403
 367
Operating and maintenance100
 97
 199
 175
92
 100
 181
 199
Depreciation and amortization76
 74
 151
 148
78
 76
 154
 151
Property and other taxes9
 9
 20
 16
9
 9
 19
 20
Total operating costs and expenses384
 471
 737
 856
417
 384
 757
 737
              
Operating income141
 136
 187
 210
157
 141
 209
 187
              
Other income (expense):              
Interest expense(47) (47) (95) (93)(44) (47) (88) (95)
Allowance for borrowed funds1
 
 2
 1

 1
 
 2
Allowance for equity funds2
 1
 3
 2

 2
 1
 3
Other, net5
 4
 10
 11
7
 5
 13
 10
Total other income (expense)(39) (42) (80) (79)(37) (39) (74) (80)
              
Income before income tax expense102
 94
 107
 131
120
 102
 135
 107
Income tax expense36
 34
 38
 47
43
 36
 48
 38
Net income$66
 $60
 $69
 $84
$77
 $66
 $87
 $69
              
The accompanying notes are an integral part of these consolidated financial statements.The accompanying notes are an integral part of these consolidated financial statements.  The accompanying notes are an integral part of these consolidated financial statements.  



NEVADA POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY (Unaudited)
(Amounts in millions, except shares)

         Accumulated           Accumulated  
     Other   Other Total     Other   Other Total
 Common Stock Paid-in Retained Comprehensive Shareholder's Common Stock Paid-in Retained Comprehensive Shareholder's
 Shares Amount Capital Earnings Loss, Net Equity Shares Amount Capital Earnings Loss, Net Equity
Balance, December 31, 2014 1,000
 $
 $2,308
 $583
 $(3) $2,888
Net income 
 
 
 84
 
 84
Dividends declared 
 
 
 (13) 
 (13)
Balance, June 30, 2015 1,000
 $
 $2,308
 $654
 $(3) $2,959
                        
Balance, December 31, 2015 1,000
 $
 $2,308
 $858
 $(3) $3,163
 1,000
 $
 $2,308
 $858
 $(3) $3,163
Net income 
 
 
 69
 
 69
 
 
 
 69
 
 69
Dividends declared 
 
 
 (270) 
 (270) 
 
 
 (270) 
 (270)
Balance, June 30, 2016 1,000
 $
 $2,308
 $657
 $(3) $2,962
 1,000
 $
 $2,308
 $657
 $(3) $2,962
                        
Balance, December 31, 2016 1,000
 $
 $2,308
 $667
 $(3) $2,972
Net income 
 
 
 87
 
 87
Dividends declared 
 
 
 (322) 
 (322)
Other equity transactions 
 
 
 1
 
 1
Balance, June 30, 2017 1,000
 $
 $2,308
 $433
 $(3) $2,738
            
The accompanying notes are an integral part of these consolidated financial statements.



NEVADA POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Amounts in millions)

Six-Month Periods
Ended June 30,Six-Month Periods
2016 2015Ended June 30,
   2017 2016
Cash flows from operating activities:      
Net income$69
 $84
$87
 $69
Adjustments to reconcile net income to net cash flows from operating activities:      
Gain on nonrecurring items
 (3)(1) 
Depreciation and amortization151
 148
154
 151
Deferred income taxes and amortization of investment tax credits25
 47
34
 25
Allowance for equity funds(3) (2)(1) (3)
Changes in regulatory assets and liabilities17
 (19)13
 17
Deferred energy31
 87
(25) 31
Amortization of deferred energy(42) 35
7
 (42)
Other, net4
 (15)(2) 4
Changes in other operating assets and liabilities:      
Accounts receivable and other assets(70) (144)(84) (70)
Inventories2
 (1)7
 2
Accrued property, income and other taxes18
 10
Accounts payable and other liabilities60
 40
48
 50
Net cash flows from operating activities244
 257
255
 244
      
Cash flows from investing activities:      
Capital expenditures(181) (125)(139) (181)
Proceeds from sale of assets
 9
Acquisitions(77) 
Other, net
 10
4
 
Net cash flows from investing activities(181) (106)(212) (181)
      
Cash flows from financing activities:      
Proceeds from issuance of long-term debt91
 
Repayments of long-term debt and financial and capital lease obligations(217) (252)(81) (217)
Dividends paid(270) (13)(322) (270)
Net cash flows from financing activities(487) (265)(312) (487)
      
Net change in cash and cash equivalents(424) (114)(269) (424)
Cash and cash equivalents at beginning of period536
 220
279
 536
Cash and cash equivalents at end of period$112
 $106
$10
 $112
      
The accompanying notes are an integral part of these consolidated financial statements.



NEVADA POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1)    Organization and Operations

Nevada Power Company, together with its subsidiaries ("Nevada Power"), is a wholly owned subsidiary of NV Energy, Inc. ("NV Energy"), a holding company that also owns Sierra Pacific Power Company ("Sierra Pacific") and certain other subsidiaries. Nevada Power is a United States regulated electric utility company serving retail customers, including residential, commercial and industrial customers, primarily in the Las Vegas, North Las Vegas, Henderson and adjoining areas. NV Energy is an indirect wholly owned subsidiary of Berkshire Hathaway Energy Company ("BHE"). BHE is a holding company based in Des Moines, Iowa that owns subsidiaries principally engaged in energy businesses. BHE is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway").

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 20162017 and for the three- and six-month periods ended June 30, 20162017 and 2015.2016. The Consolidated Statements of Comprehensive Income have been omitted as net income equals comprehensive income for the three- and six-month periods ended June 30, 20162017 and 2015. Certain amounts in the prior period Financial Statements have been reclassified to conform to the current period presentation. Such reclassifications did not impact previously reported operating income, net income or retained earnings.2016. The results of operations for the three- and six-month periods ended June 30, 20162017 are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Nevada Power's Item 8 Notes to Consolidated Financial Statements included in BHE'sNevada Power's Annual Report on Form 10-K for the year ended December 31, 20152016 describes the most significant accounting policies used in the preparation of the unaudited Consolidated Financial Statements. There have been no significant changes in Nevada Power's assumptions regarding significant accounting estimates and policies during the six-month period ended June 30, 2016.2017.

(2)    New Accounting Pronouncements

In February 2016,March 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02,2017-07, which createsamends FASB Accounting Standards Codification ("ASC") Topic 715, "Compensation - Retirement Benefits." The amendments in this guidance require that an employer disaggregate the service cost component from the other components of net benefit cost and report the service cost component in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the statement of operations separately from the service cost component and outside the subtotal of operating income. Additionally, the guidance only allows the service cost component to be eligible for capitalization when applicable. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. This guidance must be adopted retrospectively for the presentation of the service cost component and the other components of net benefit cost in the statement of operations and prospectively for the capitalization of the service cost component in the balance sheet. Nevada Power plans to adopt this guidance effective January 1, 2018 and is currently evaluating the impact on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.

In November 2016, the FASB issued ASU No. 2016-18, which amends FASB ASC Subtopic 230-10, “Statement of Cash Flows - Overall.” The amendments in this guidance require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted, and is required to be adopted retrospectively. Nevada Power plans to adopt this guidance effective January 1, 2018 and is currently evaluating the impact on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.



In August 2016, the FASB issued ASU No. 2016-15, which amends FASB ASC Topic 230, "Statement of Cash Flows." The amendments in this guidance address the classification of eight specific cash flow issues within the statement of cash flows with the objective of reducing the existing diversity in practice. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted, and is required to be adopted retrospectively. Nevada Power plans to adopt this guidance effective January 1, 2018 and does not believe the adoption of this guidance will have a material impact on its Consolidated Financial Statements.

In February 2016, the FASB issued ASU No. 2016-02, which creates FASB ASC Topic 842, "Leases" and supersedes Topic 840 "Leases." This guidance increases transparency and comparability among entities by recording lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous guidance. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted, and is required to be adopted using a modified retrospective approach. Nevada Power plans to adopt this guidance effective January 1, 2019 and is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.



In May 2014, the FASB issued ASU No. 2014-09, which creates FASB ASC Topic 606, "Revenue from Contracts with Customers" and supersedes ASC Topic 605, "Revenue Recognition." The guidance replaces industry-specific guidance and establishes a single five-step model to identify and recognize revenue. The core principle of the guidance is that an entity should recognize revenue upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires the entity to disclose further quantitative and qualitative information regarding the nature and amount of revenues arising from contracts with customers, as well as other information about the significant judgments and estimates used in recognizing revenues from contracts with customers. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of ASU No. 2014-09 one year to interim and annual reporting periods beginning after December 15, 2017. During 2016, the FASB issued several ASUs that clarify the implementation guidance for ASU No. 2014-09 but do not change the core principle of the guidance. This guidance may be adopted retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. Nevada Power plans to adopt this guidance effective January 1, 2018 under the modified retrospective method and is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements. Nevada Power currently does not expect the timing and amount of revenue currently recognized to be materially different after adoption of the new guidance as a majority of revenue is recognized when Nevada Power has the right to invoice as it corresponds directly with the value to the customer of Nevada Power’s performance to date. Nevada Power's current plan is to quantitatively disaggregate revenue in the required financial statement footnote by customer class.

(3)    Property, Plant and Equipment, Net

Property, plant and equipment, net consists of the following (in millions):
 As of As of
Depreciable Life June 30, December 31,Depreciable Life June 30, December 31,
 2016 2015 2017 2016
Utility plant:        
Generation25 - 80 years $4,228
 $4,212
30 - 55 years $3,741
 $4,271
Distribution20 - 65 years 3,185
 3,118
20 - 65 years 3,279
 3,231
Transmission45 - 65 years 1,828
 1,788
45 - 65 years 1,861
 1,846
General and intangible plant5 - 65 years 728
 694
5 - 65 years 773
 738
Utility plant 9,969
 9,812
 9,654
 10,086
Accumulated depreciation and amortization (3,094) (2,971) (2,791) (3,205)
Utility plant, net 6,875
 6,841
 6,863
 6,881
Other non-regulated, net of accumulated depreciation and amortization5 - 65 years 2
 2
45 years 2
 2
Plant, net 6,877
 6,843
 6,865
 6,883
Construction work-in-progress 104
 153
 60
 114
Property, plant and equipment, net $6,981
 $6,996
 $6,925
 $6,997



Acquisitions

In April 2017, Nevada Power purchased the remaining 25% interest in the Silverhawk natural gas-fueled generating facility for $77 million. The PUCN approved the purchase of the facility in Nevada Power’s triennial Integrated Resource Plan filing in December 2015. The purchase price was allocated to the assets acquired, consisting primarily of generation utility plant, and no significant liabilities were assumed.

(4)    Regulatory Matters

Deferred Energy

Nevada statutes permit regulated utilities to adopt deferred energy accounting procedures. The intent of these procedures is to ease the effect on customers of fluctuations in the cost of purchased natural gas, fuel and electricity and are subject to annual prudency review by the Public Utilities Commission of Nevada ("PUCN").

Under deferred energy accounting, to the extent actual fuel and purchased power costs exceed fuel and purchased power costs recoverable through current rates that excess is not recorded as a current expense on the Consolidated Statements of Operations but rather is deferred and recorded as a regulatory asset on the Consolidated Balance Sheets. Conversely, a regulatory liability is recorded to the extent fuel and purchased power costs recoverable through current rates exceed actual fuel and purchased power costs. These excess amounts are reflected in quarterly adjustments to rates and recorded as cost of fuel, energy and capacity in future time periods.

Chapter 704B Applications

Chapter 704B of the Nevada Revised Statutes allows retail electric customers with an average annual load of one MW or more to file with the PUCN an application to purchase energy from alternative providers of a new electric resource and become distribution only service customers. On a case-by-case basis, the PUCN will assess the application and may deny or grant the application subject to conditions, including paying an impact fee, paying on-going charges and receiving approval for specific alternative energy providers and terms. The impact fee and on-going charges are assessed to alleviate the burden on other Nevada customers for the applicants' share of previously committed investments and long-term renewable contracts and are set at a level designed such that the remaining customers are not subjected to increased costs.

In May 2015, MGM Resorts International ("MGM") and Wynn Las Vegas, LLC ("Wynn"), filed applications with the PUCN to purchase energy from alternative providers of a new electric resource and become distribution only service customers of Nevada Power. In December 2015, the PUCN granted the applications subject to conditions, including paying an impact fee, on-going charges and receiving approval for specific alternative energy providers and terms. In December 2015, the applicants filed petitions for reconsideration. In January 2016, the PUCN granted reconsideration and updated some of the terms, including removing a limitation related to energy purchased indirectly from NV Energy. In September 2016, MGM and Wynn paid impact fees of $82 million and $15 million, respectively. In October 2016, MGM and Wynn became distribution only service customers and started procuring energy from another energy supplier. In April 2017, Wynn filed a motion with the PUCN seeking relief from the January 2016 order and requested the PUCN adopt an alternative impact fee and revise on-going charges associated with retirement of assets and high cost renewable contracts. In May 2017, a stipulation reached between MGM, Regulatory Operations Staff and the Bureau of Consumer Protection was filed requiring Nevada Power to credit $16 million as an offset against MGM's remaining impact fee obligation and, in June 2017, the PUCN approved the stipulation as filed.

In September 2016, Switch, Ltd. ("Switch"), a customer of Nevada Power, filed an application with the PUCN to purchase energy from alternative providers of a new electric resource and become a distribution only service customer of Nevada Power. In December 2016, the PUCN approved a stipulation agreement that allows Switch to purchase energy from alternative providers subject to conditions, including paying an impact fee to Nevada Power. In May 2017, Switch paid impact fees of $27 million and, in June 2017, Switch became a distribution only service customer and started procuring energy from another energy supplier.

In November 2016, Caesars Enterprise Service ("Caesars"), a customer of Nevada Power, filed an application with the PUCN to purchase energy from alternative providers of a new electric resource and become a distribution only service customer of Nevada Power. In March 2017, the PUCN approved the application allowing Caesars to purchase energy from alternative providers subject to conditions, including paying an impact fee. In March 2017, Caesars provided notice that it intends to pay the impact fee and proceed with purchasing energy from alternative providers.



Emissions Reduction and Capacity Replacement Plan ("ERCR Plan")

In March 2017, Nevada Power retired Reid Gardner Unit 4, a 257-MW coal-fueled generating facility. The early retirement was approved by the PUCN in December 2016 as a part of Nevada Power's second amendment to the ERCR Plan. The remaining net book value of $151 million was moved from property, plant and equipment, net to noncurrent regulatory assets on the Consolidated Balance Sheet as of June 30, 2017, in compliance with the ERCR Plan. Refer to Note 9 for additional information on the ERCR Plan.

(5)Recent Financing Transactions

In January 2017, Nevada Power (1) issued a notice to the bondholders for the repurchase of the remaining outstanding amounts of its $38 million Pollution Control Revenue Bonds, Series 2006 and $38 million Pollution Control Revenue Bonds, Series 2006A and (2) redeemed the Pollution Control Revenue Bonds, Series 2006A, aggregate principal amount outstanding plus accrued interest with the use of cash on hand. In February 2017, Nevada Power redeemed the Pollution Control Revenue Bonds, Series 2006, aggregate principal amount outstanding plus accrued interest with the use of cash on hand.

In May 2017, Nevada Power entered into a Financing Agreement with Clark County, Nevada (the "Clark Issuer") whereby the Clark Issuer loaned to Nevada Power the proceeds from the issuance, on behalf of Nevada Power, of $39.5 million of its 1.60% tax-exempt Pollution Control Refunding Revenue Bonds, Series 2017, due 2036 ("Series 2017 Bonds"). The Series 2017 Bonds are subject to mandatory purchase by Nevada Power in May 2020, and on and after the purchase date, the interest rate may be adjusted from time to time.

In May 2017, Nevada Power entered into a Financing Agreement with the Coconino County, Arizona Pollution Control Corporation (the "Coconino Issuer") whereby the Coconino Issuer loaned to Nevada Power the proceeds from the issuance, on behalf of Nevada Power, of $40 million of its 1.80% tax-exempt Pollution Control Refunding Revenue Bonds, Series 2017A, due 2032 and $13 million of its 1.60% tax-exempt Pollution Control Refunding Revenue Bonds, Series 2017B, due 2039 (collectively, the "Series 2017AB Bonds"). The Series 2017AB Bonds are subject to mandatory purchase by Nevada Power in May 2020, and on and after the purchase date, the interest rate may be adjusted from time to time.

To provide collateral security for its obligations, Nevada Power issued its General and Refunding Mortgage Notes, Series AA, No. AA-1 in the amount of $39.5 million and No. AA-2 in the amount of $53 million (collectively, the "Series AA Notes").The obligation of Nevada Power to make any payment of the principal and interest on any Series AA Notes is discharged to the extent Nevada Power has made payment on the Series 2017 Bonds and the Series 2017AB Bonds.

The collective proceeds from the tax-exempt bond issuances were used to refund at par value, plus accrued interest, the Clark Issuer's $39.5 million of Pollution Control Refunding Revenue Bonds, Series 2006 and the Coconino Issuer's $40 million of Pollution Control Refunding Revenue Bonds, Series 2006A and $13 million of Pollution Control Refunding Revenue Bonds, Series 2006B, each previously issued on behalf of Nevada Power.

In June 2017, Nevada Power amended its $400 million secured credit facility, extending the maturity date to June 2020 with two one-year extension options subject to lender consent. The amended credit facility, which is for general corporate purposes and provides for the issuances of letters of credit, has a variable interest rate based on the Eurodollar rate or a base rate, at Nevada Power's option, plus a spread that varies based on Nevada Power's credit ratings for its senior secured long-term debt securities. The amended credit facility requires Nevada Power's ratio of consolidated debt, including current maturities, to total capitalization not to exceed 0.65 to 1.0 as of the last day of each quarter.

(6)    Employee Benefit Plans

Nevada Power is a participant in benefit plans sponsored by NV Energy. The NV Energy Retirement Plan includes a qualified pension plan ("Qualified Pension Plan") and a supplemental executive retirement plan and a restoration plan (collectively, "Non‑Qualified Pension Plans") that provide pension benefits for eligible employees. The NV Energy Comprehensive Welfare Benefit and Cafeteria Plan provides certain postretirement health care and life insurance benefits for eligible retirees ("Other Postretirement Plans") on behalf of Nevada Power. Nevada Power contributed $1 million to the Non-Qualified Pension Plans for the six-month period ended June 30, 2017. Amounts attributable to Nevada Power were allocated from NV Energy based upon the current, or in the case of retirees, previous, employment location. Offsetting regulatory assets and liabilities have been recorded related to the amounts not yet recognized as a component of net periodic benefit costs that will be included in regulated rates. Net periodic benefit costs not included in regulated rates are included in accumulated other comprehensive loss, net.



Amounts payable to NV Energy are included on the Consolidated Balance Sheets and consist of the following (in millions):
As ofAs of
June 30, December 31,June 30, December 31,
2016 20152017 2016
Qualified Pension Plan -      
Other long-term liabilities$(41) $(38)$(26) $(24)
      
Non-Qualified Pension Plans:      
Other current liabilities(1) (1)(1) (1)
Other long-term liabilities(9) (9)(9) (9)
      
Other Postretirement Plans -      
Other long-term liabilities(5) (5)(4) (4)

(6)(7)     Risk Management and Hedging Activities

Nevada Power is exposed to the impact of market fluctuations in commodity prices and interest rates. Nevada Power is principally exposed to electricity, natural gas and coal market fluctuations primarily through Nevada Power's obligation to serve retail customer load in its regulated service territory. Nevada Power's load and generating facilities represent substantial underlying commodity positions. 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. The actual cost of fuel and purchased power is recoverable through the deferred energy mechanism. Interest rate risk exists on variable-rate debt and future debt issuances. Nevada Power does not engage in proprietary trading activities.

Nevada Power has established a risk management process that is designed to identify, assess, manage, mitigate, monitor and report each of the various types of risk involved in its business. To mitigate a portion of its commodity price risk, Nevada Power uses commodity derivative contracts, which may include forwards, futures, options, swaps and other agreements, to effectively secure future supply or sell future production generally at fixed prices. Nevada Power manages its interest rate risk by limiting its exposure to variable interest rates primarily through the issuance of fixed-rate long-term debt and by monitoring market changes in interest rates. Additionally, Nevada Power may from time to time enter into interest rate derivative contracts, such as interest rate swaps or locks, to mitigate Nevada Power's exposure to interest rate risk. Nevada Power does not hedge all of its commodity price and interest rate risks, thereby exposing the unhedged portion to changes in market prices.

There have been no significant changes in Nevada Power's accounting policies related to derivatives. Refer to Note 78 for additional information on derivative contracts.



The following table, which excludes contracts that have been designated as normal under the normal purchases or normal sales exception afforded by GAAP, summarizes the fair value of Nevada Power's derivative contracts, on a gross basis, and reconciles those amounts to the amounts presented on a net basis on the Consolidated Balance Sheets (in millions):

 Other Other   Other Other  
 Current Long-term   Current Long-term  
 Liabilities Liabilities Total Liabilities Liabilities Total
As of June 30, 2016      
As of June 30, 2017      
Commodity liabilities(1)
 $(9) $(13) $(22) $(3) $(1) $(4)
            
As of December 31, 2015      
As of December 31, 2016      
Commodity liabilities(1)
 $(8) $(14) $(22) $(7) $(7) $(14)

(1)Nevada Power's commodity derivatives not designated as hedging contracts are included in regulated rates and as of June 30, 20162017 and December 31, 2015,2016, a regulatory asset of $22$4 million and $14 million, respectively, was recorded related to the derivative liability of $22 million.$4 million and $14 million, respectively.


Derivative Contract Volumes

The following table summarizes the net notional amounts of outstanding derivative contracts with indexed and fixed price terms that comprise the mark-to-market values as of (in millions):
 As of
Unit of June 30, December 31,
Unit of June 30, December 31,Measure 2017 2016
Measure 2016 2015     
Electricity salesMegawatt hours (2) (2)Megawatt hours 
 (2)
Natural gas purchasesDecatherms 138
 126
Decatherms 123
 114

Credit Risk

Nevada Power is exposed to counterparty credit risk associated with wholesale energy supply and marketing activities with other utilities, energy marketing companies, financial institutions and other market participants. Credit risk may be concentrated to the extent Nevada Power's counterparties have similar economic, industry or other characteristics and due to direct and indirect relationships among the counterparties. Before entering into a transaction, Nevada Power analyzes the financial condition of each significant wholesale counterparty, establish limits on the amount of unsecured credit to be extended to each counterparty and evaluate the appropriateness of unsecured credit limits on an ongoing basis. To further mitigate wholesale counterparty credit risk, Nevada Power enters into netting and collateral arrangements that may include margining and cross-product netting agreements and obtain third-party guarantees, letters of credit and cash deposits. If required, Nevada Power exercises rights under these arrangements, including calling on the counterparty's credit support arrangement.

Collateral and Contingent Features

In accordance with industry practice, certain wholesale derivative contracts contain credit support provisions that in part base certain collateral requirements on credit ratings for unsecured debt as reported by one or more of the three recognized credit rating agencies. These derivative contracts may either specifically provide rights to demand cash or other security in the event of a credit rating downgrade ("credit-risk-related contingent features") or provide the right for counterparties to demand "adequate assurance," in the event of a material adverse change in creditworthiness. These rights can vary by contract and by counterparty. As of June 30, 2016,2017, credit ratings from the three recognized credit rating agencies were investment grade.

The aggregate fair value of Nevada Power's derivative contracts in liability positions with specific credit-risk-related contingent features was $3$2 million as of June 30, 20162017 and December 31, 2015,2016, which represents the amount of collateral to be posted if all credit risk related contingent features for derivative contracts in liability positions had been triggered. Nevada Power's collateral requirements could fluctuate considerably due to market price volatility, changes in credit ratings, changes in legislation or regulation or other factors.



(7)(8)Fair Value Measurements

The carrying value of Nevada Power's cash, certain cash equivalents, receivables, payables, accrued liabilities and short-term borrowings approximates fair value because of the short-term maturity of these instruments. Nevada Power has various financial assets and liabilities that are measured at fair value on the Consolidated Balance Sheets using inputs from the three levels of the fair value hierarchy. A financial asset or liability classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that Nevada Power has the ability to access at the measurement date.
Level 2 - Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 - Unobservable inputs reflect Nevada Power's judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. Nevada Power develops these inputs based on the best information available, including its own data.


The following table presents Nevada Power's financial assets and liabilities recognized on the Consolidated Balance Sheets and measured at fair value on a recurring basis (in millions):
Input Levels for Fair Value Measurements  Input Levels for Fair Value Measurements  
Level 1 Level 2 Level 3 TotalLevel 1 Level 2 Level 3 Total
As of June 30, 2016       
As of June 30, 2017       
Assets - investment funds$6
 $
 $
 $6
$2
 $
 $
 $2
              
Liabilities - commodity derivatives$
 $
 $(22) $(22)$
 $
 $(4) $(4)
              
As of December 31, 2015       
Assets - investment funds$5
 $
 $
 $5
As of December 31, 2016       
Assets:       
Money market mutual funds(1)
$220
 $
 $
 $220
Investment funds6
 
 
 6
$226
 $
 $
 $226
              
Liabilities - commodity derivatives$
 $
 $(22) $(22)$
 $
 $(14) $(14)

(1)Amounts are included in cash and cash equivalents on the Consolidated Balance Sheets. The fair value of these money market mutual funds approximates cost.

Derivative contracts are recorded on the Consolidated Balance Sheets as either assets or liabilities and are stated at estimated fair value unless they are designated as normal purchases or normal sales and qualify for the exception afforded by GAAP. When available, the fair value of derivative contracts is estimated using unadjusted quoted prices for identical contracts in the market in which Nevada Power transacts. When quoted prices for identical contracts are not available, Nevada Power uses forward price curves. Forward price curves represent Nevada Power's estimates of the prices at which a buyer or seller could contract today for delivery or settlement at future dates. Nevada Power bases its forward price curves upon internally developed models, with internal and external fundamental data inputs. Market price quotations for certain electricity and natural gas trading hubs are not as readily obtainable due to markets that are not active. Given that limited market data exists for these contracts, Nevada Power uses forward price curves derived from internal models based on perceived pricing relationships to major trading hubs that are based on unobservable inputs. The model incorporates a mid-market pricing convention (the mid‑point price between bid and ask prices) as a practical expedient for valuing its assets and liabilities measured and reported at fair value. Interest rate swaps are valued using a financial model which utilizes observable inputs for similar instruments based primarily on market price curves. The determination of the fair value for derivative contracts not only includes counterparty risk, but also the impact of Nevada Power's nonperformance risk on its liabilities, which as of June 30, 20162017 and December 31, 2015,2016, had an immaterial impact to the fair value of its derivative contracts. As such, Nevada Power considers its derivative contracts to be valued using Level 3 inputs. Refer to Note 67 for further discussion regarding Nevada Power's risk management and hedging activities.

Nevada Power's investmentinvestments in money market mutual funds and equity securities are accounted for as tradingavailable-for-sale securities and are stated at fair value. When available, a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value.



The following table reconciles the beginning and ending balances of Nevada Power's commodity derivative liabilities measured at fair value on a recurring basis using significant Level 3 inputs (in millions):
Three-Month Periods Six-Month Periods
Three-Month Periods Six-Month PeriodsEnded June 30, Ended June 30,
Ended June 30, Ended June 30,2017 2016 2017 2016
2016 2015 2016 2015       
Beginning balance$(22) $(32) $(22) $(30)$(14) $(22) $(14) $(22)
Changes in fair value recognized in regulatory assets(2) (1) (5) (5)(1) (2) (2) (5)
Settlements2
 
 5
 2
11
 2
 12
 5
Ending balance$(22) $(33) $(22) $(33)$(4) $(22) $(4) $(22)



Nevada Power's long-term debt is carried at cost on the Consolidated Balance Sheets. The fair value of Nevada Power's long‑term debt is a Level 2 fair value measurement and has been estimated based upon quoted market prices, where available, or at the present value of future cash flows discounted at rates consistent with comparable maturities with similar credit risks. The carrying value of Nevada Power's variable-rate long-term debt approximates fair value because of the frequent repricing of these instruments at market rates. The following table presents the carrying value and estimated fair value of Nevada Power's long‑term debt (in millions):
 As of June 30, 2016 As of December 31, 2015
 Carrying Fair Carrying Fair
 Value Value Value Value
        
Long-term debt$2,579
 $3,209
 $2,788
 $3,240
 As of June 30, 2017 As of December 31, 2016
 Carrying Fair Carrying Fair
 Value Value Value Value
        
Long-term debt$2,598
 $3,067
 $2,581
 $3,040

(8)(9)Commitments and Contingencies

Environmental Laws and Regulations

Nevada Power is subject to federal, state and local laws and regulations regarding air and water quality, renewable portfolio standards, emissions performance standards, climate change, coal combustion byproduct disposal, hazardous and solid waste disposal, protected species and other environmental matters that have the potential to impact Nevada Power's current and future operations. Nevada Power believes it is in material compliance with all applicable laws and regulations.

Senate Bill 123

In June 2013, the Nevada State Legislature passed Senate Bill No. 123 ("SB 123"), which included the retirement of coal plants and replacing the capacity with renewable facilities and other generating facilities. In May 2014, Nevada Power filed its Emissions Reduction Capacity Replacement Plan ("ERCR Plan") in compliance with SB 123. In July 2015, Nevada Power filed an amendment to its ERCR Plan with the PUCN which was approved in September 2015. In June 2015, the Nevada State Legislature passed Assembly Bill No. 498, which modified the capacity replacement components of SB 123.

Consistent with direction provided by the PUCN,ERCR Plan, Nevada Power acquired a 272-megawatt ("MW")272-MW natural gas co-generating facility in 2014, acquired a 210-MW natural gas peaking facility in 2014, constructed a 15-MW solar photovoltaic facility in 2015, and contracted two renewable power purchase agreements with 100-MW solar photovoltaic generating facilities in 2015. In February2015, contracted a renewable power purchase agreement with 100-MW solar photovoltaic generating facility in 2016 and acquired the remaining 130 MW, 25%, of the Silverhawk natural gas-fueled generating facility in April 2017, of which 54 MW were approved as part of the ERCR Plan. Nevada Power solicited proposalshas the option to acquire 35 MW of nameplate renewable energy capacity in the future under the ERCR Plan, subject to be owned by Nevada Power. In June 2016PUCN approval. Nevada Power executed a long-term power purchase agreement for 100retired Reid Gardner Units 1, 2, and 3, 300 MW of nameplate renewable energy capacitycoal-fueled generation, in Nevada, which is pending PUCN approval. The solicitation2014 and executed power purchase agreementReid Gardner Unit 4, 257 MW of coal-fueled generation, in March 2017. These transactions are related to Nevada Power's final steps to complycompliance with SB 123, resulting in the retirement of 812 MW of coal-fueled generation by 2019.

Legal Matters

Nevada Power is party to a variety of legal actions arising out of the normal course of business. Plaintiffs occasionally seek punitive or exemplary damages. Nevada Power does not believe that such normal and routine litigation will have a material impact on its consolidated financial results. Nevada Power is also involved in other kinds of legal actions, some of which assert or may assert claims or seek to impose fines, penalties and other costs in substantial amounts and are described below.



Switch, Ltd.

In July 2016, Switch, Ltd. filed a complaint in the United States District Court for the District of Nevada against various parties, including Nevada Power. The complaint alleges that actions by the former general counsel of the PUCN, as well as the PUCN and the PUCN Staff, violated state and federal laws and as a result of those actions Switch was prevented from being able to utilize an alternative energy provider. Switch also alleges that NV Energy was aware of the wrong doing and either participated in the activities or failed to take action to stop the wrong doing, and as a result Nevada Power has been improperly enriched by these activities. Switch is seeking monetary damages and to invalidate the settlement agreement between Switch and Nevada Power relating to Switch utilizing an alternative energy provider. Nevada Power intends to vigorously defend against these claims. Nevada Power cannot assess or predict the outcome of the case at this time.






Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations 

General

Nevada Power's revenues and operating income are subject to fluctuations during the year due to impacts that seasonal weather, rate changes, and customer usage patterns have on demand for electric energy and resources. Nevada Power is a summer peaking utility experiencing its highest retail energy sales in response to the demand for air conditioning. The variations in energy usage due to varying weather, customer growth and other energy usage patterns, including energy efficiency and conservation measures, necessitates a continual balancing of loads and resources and purchases and sales of energy under short- and long-term energy supply contracts. As a result, the prudent management and optimization of available resources has a direct effect on the operating and financial performance of Nevada Power. Additionally, the timely recovery of purchased power, fuel costs and other costs and the ability to earn a fair return on investments through rates are essential to the operating and financial performance of Nevada Power.

The following is management's discussion and analysis of certain significant factors that have affected the consolidated financial condition and results of operations of Nevada Power during the periods included herein. Explanations include management's best estimate of the impact of weather, customer growth and other factors. This discussion should be read in conjunction with Nevada Power's historical unaudited Consolidated Financial Statements and Notes to Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q. Nevada Power's actual results in the future could differ significantly from the historical results.


Results of Operations for the Second Quarter and First Six Months of 20162017 and 20152016

Net income for the second quarter of 20162017 was $66$77 million, an increase of $6$11 million, or 10%17%, compared to 20152016 due to higher margins from impact fees and revenue relating to customers becoming distribution only service customers, a refinement of the unbilled revenue estimate, customer growth and usage primarily due to the impacts of weather and the redemption of $210 million Series M, 5.950% General and Refunding Mortgage Noteslower interest on deferred charges. The increase in May 2016,net income was partially offset by higher expenses related to uncollectible accounts, higher planned maintenance and other generating costs, lower margins from changes in usage patterns with commercial and industrial retail revenue from customers lower transmission demandpurchasing energy from alternative providers and increased taxes due to a new state commerce tax and increases in property and franchise taxes.becoming distribution only service customers.

Net income for the first six months of 20162017 was $69$87 million, a decreasean increase of $15$18 million, or 18%26%, compared to 20152016 due to benefitshigher margins from changes in contingent liabilities in 2015, higherimpact fees and revenue relating to customers becoming distribution only service customers, a refinement of the unbilled revenue estimate, lower interest on deferred charges and long-term debt, customer growth, and decreased planned maintenance and other generating costs,costs. The increase in net income was partially offset by lower margins from changes in usage patterns with commercial and industrial retail revenue from customers purchasing energy from alternative providers and lower transmission demand, expenses related to uncollectible accounts, a gain on the sale of an equity investment in 2015, increased taxes due to a new state commerce tax and increases in property and franchise taxes, higher interest on deferred charges and higher depreciation and amortization primarily due to higher plant placed in-service. The decrease in net income is offset by higher customer growth and usage primarily due to the impacts of weather and the redemption of $210 million Series M, 5.950% General and Refunding Mortgage Notes in May 2016.

becoming distribution only service customers.

Operating revenue and cost of fuel, energy and capacity are key drivers of Nevada Power's results of operations as they encompass retail and wholesale electricity revenue and the direct costs associated with providing electricity to customers. Nevada Power believes that a discussion of gross margin, representing operating revenue less cost of fuel, energy and capacity, is therefore meaningful.


A comparison of Nevada Power's key operating results is as follows:
 Second Quarter  First Six Months  Second Quarter First Six Months 
 2016 2015 Change 2016 2015 Change 2017 2016 Change 2017 2016 Change
Gross margin (in millions):                              
Operating revenue $525
 $607
 $(82)(14)% $924
 $1,066
 $(142)(13)% $574
 $525
 $49
9
% $966
 $924
 $42
5
%
Cost of fuel, energy and capacity 199
 291
 (92)(32) 367
 517
 (150)(29)  238
 199
 39
20
 403
 367
 36
10
 
Gross margin $326
 $316
 $10
3
 $557
 $549
 $8
1
  $336
 $326
 $10
3
 $563
 $557
 $6
1
 
                              
GWh sold:                              
Residential 2,415
 2,289
 126
6
% 3,988
 3,814
 174
5
% 2,482
 2,415
 67
3
% 4,000
 3,988
 12

%
Commercial 1,176
 1,138
 38
3
 2,160
 2,131
 29
1
  1,178
 1,176
 2

 2,152
 2,160
 (8)
 
Industrial 1,972
 1,919
 53
3
 3,623
 3,637
 (14)
  1,640
 1,972
 (332)(17) 3,087
 3,623
 (536)(15) 
Other 47
 46
 1
2
 96
 98
 (2)(2)  45
 47
 (2)(4) 94
 96
 (2)(2) 
Total fully bundled(1)
 5,345
 5,610
 (265)(5) 9,333
 9,867
 (534)(5) 
Distribution only service 430
 102
 328
*
 750
 186
 564
*
 
Total retail 5,610
 5,392
 218
4
 9,867
 9,680
 187
2
  5,775
 5,712
 63
1
 10,083
 10,053
 30

 
Wholesale 46
 174
 (128)(74) 101
 188
 (87)(46)  46
 46
 

 155
 101
 54
53
 
Total GWh sold 5,656
 5,566
 90
2
 9,968
 9,868
 100
1
  5,821
 5,758
 63
1
 10,238
 10,154
 84
1
 
                              
Average number of retail customers (in thousands):                              
Residential 795
 781
 14
2
% 793
 779
 14
2
% 809
 795
 14
2
% 807
 793
 14
2
%
Commercial 105
 104
 1
1
 105
 105
 

  106
 105
 1
1
 106
 105
 1
1
 
Industrial 2
 2
 

 2
 1
 1
100
  2
 2
 

 2
 2
 

 
Total 902
 887
 15
2
 900
 885
 15
2
  917
 902
 15
2
 915
 900
 15
2
 
                              
Average retail revenue per MWh $91.59
 $109.80
 $(18.21)(17)% $91.52
 $107.38
 $(15.86)(15)%
Average retail revenue per MWh:               
Fully bundled(1)
 $103.85
 $91.59
 $12.26
13
% $99.56
 $91.52
 $8.04
9
%
                              
Heating degree days 39
 38
 1
3
% 829
 624
 205
33
% 16
 39
 (23)(59)% 791
 829
 (38)(5)%
Cooling degree days 1,315
 1,269
 46
4
% 1,379
 1,417
 (38)(3)% 1,378
 1,315
 63
5
% 1,489
 1,379
 110
8
%
                              
Sources of energy (GWh)(1):
               
Sources of energy (GWh)(2):
               
Natural gas 3,286
 3,801
 (515)(14)% 5,746
 6,912
 (1,166)(17)%
Coal 356
 429
 (73)(17)% 541
 710
 (169)(24)% 309
 356
 (47)(13) 815
 541
 274
51
 
Natural gas 3,801
 4,507
 (706)(16) 6,912
 8,047
 (1,135)(14) 
Renewables 13
 
 13
*
 21
 
 21
*
  22
 13
 9
69
 38
 21
 17
81
 
Total energy generated 4,170
 4,936
 (766)(16) 7,474
 8,757
 (1,283)(15)  3,617
 4,170
 (553)(13) 6,599
 7,474
 (875)(12) 
Energy purchased 1,707
 1,086
 621
57
 2,939
 1,610
 1,329
83
  1,976
 1,707
 269
16
 3,165
 2,939
 226
8
 
Total 5,877
 6,022
 (145)(2) 10,413
 10,367
 46

  5,593
 5,877
 (284)(5) 9,764
 10,413
 (649)(6) 
               
Average total cost of energy per MWh(3):
 $42.54
 $33.88
 $8.66
26
% $41.29
 $35.29
 $6.00
17
%

*     Not meaningful
(1)Fully bundled includes sales to customers for combined energy, transmission and distribution services.
(2)GWh amounts are net of energy used by the related generating facilities.
(3)The average total cost of energy per MWh includes the cost of fuel, purchased power and deferrals and does not include other costs.



Gross margin increased $10 million, or 3%, for the second quarter of 20162017 compared to 20152016 due to:
$9 million in higher other retail revenue primarily from impact fees and revenue relating to customers becoming distribution only service customers;
$9 million from a refinement of the unbilled revenue estimate;
$5 million due to higher customer growth,
$4 million higher customer usagegrowth; and
$32 million in higher transmission revenue primarily due to customers becoming distribution only service customers.
The increase in gross margin was offset by:
$8 million in lower commercial and industrial retail revenue from customers purchasing energy from alternative providers and becoming distribution only service customers and
$6 million in lower energy efficiency program rate revenue, which is offset in operating and maintenance expense.

Operating and maintenance decreased $8 million, or 8%, for the second quarter of 2017 compared to 2016 primarily due to lower energy efficiency program costs, which are fully recovered in operating revenue.

Other income (expense) is favorable $2 million, or 5%, for the second quarter of 2017 compared to 2016 primarily due to lower interest expense on deferred charges.

Income tax expense increased $7 million, or 19%, for the second quarter of 2017 compared to 2016 due to higher pre-tax income. The effective tax rate was 36% in 2017 and 35% in 2016.

Gross margin increased $6 million, or 1%, for the first six months of 2017 compared to 2016 due to:
$11 million in higher other retail revenue primarily from impact fees and revenue relating to customers becoming distribution only service customers;
$9 million from a refinement of the unbilled revenue estimate;
$5 million due to customer growth; and
$3 million in higher transmission revenue primarily due to customers becoming distribution only service customers.
The increase in gross margin was offset by:
$112 million in usage patterns forlower energy efficiency program rate revenue, which is offset in operating and maintenance expense and
$9 million in lower commercial and industrial retail revenue from customers purchasing energy from alternative providers and
$1 million in lower transmission demand. becoming distribution only service customers.

Operating and maintenance increased $3decreased $18 million, or 3%9%, for the second quarterfirst six months of 20162017 compared to 20152016 due to higherlower energy efficiency program costs, which are fully recovered in operating revenue, expenses related to uncollectible accounts and higherlower planned maintenance and other generating costs.costs and decreased expenses related to uncollectible accounts.

Depreciation and amortizationincreased $2$3 million, or 3%2%, for the second quarterfirst six months of 20162017 compared to 20152016 primarily due to higher plant placed in-service.

Other income (expense) is favorable $3$6 million, or 7%, for the second quarter of 2016 compared to 2015 primarily due to redemption of $210 million Series M, 5.950% General and Refunding Mortgage Notes in May 2016.

Income tax expense increased $2 million, or 6%, for the second quarter of 2016 compared to 2015. The effective tax rate was 35% for 2016 and 36% for 2015.

Gross margin increased $8 million, or 1%8%, for the first six months of 20162017 compared to 2015 due to:
$5 million2016 due to higher customer growth,
$4 million higher customer usage and
$4 million in higher energy efficiency program rate revenue, which is offset in operating and maintenance expense.
The increase in gross margin was offset by:
$3 million in usage patterns for commercial and industrial customers and
$2 million in lower transmission demand.

Operating and maintenance increased $24 million, or 14%, for the first six months of 2016 compared to 2015 due to benefits from changes in contingent liabilities in 2015, higher energy efficiency program costs, which are fully recovered in operating revenue, higher planned maintenance and other generating costs and expenses related to uncollectible accounts.

Depreciation and amortization increased $3 million, or 2%, for the first six months of 2016 compared to 2015 primarily due to higher plant placed in-service.

Property and other taxes increased 4 million, or 25%, for the first six months of 2016 compared to 2015 due to a new state commerce tax and increases in property and franchise taxes.

Other income (expense) is unfavorable $1 million, or 1%, for the first six months of 2016 compared to 2015 due to a gain on the sale of an equity investment in 2015 and higher interest expense on deferred charges partially offset byand the redemption of $210 million Series M, 5.950% General and Refunding Mortgage Notes in May 2016.

Income tax expense decreased $9increased $10 million, or 19%26%, for the first six months of 20162017 compared to 2015.2016 due to higher pre-tax income. The effective tax rate was 36% for 2016in 2017 and 2015.2016.



Liquidity and Capital Resources

As of June 30, 2016,2017, Nevada Power's total net liquidity was $512$410 million consisting of $112$10 million in cash and cash equivalents and $400 million of revolvinga credit facility availability.


facility.

Operating Activities

Net cash flows from operating activities for the six-month periods ended June 30, 2017 and 2016 and 2015 were $244$255 million and $257$244 million, respectively. The change was due to receipt of impact fees, lower interest payments on long-term debt, decreased renewable energy program costs and lower inventory purchases, partially offset by decreased collections from customers due tofrom lower retail rates as a result of deferred energy adjustment mechanisms and the timing of compensation payments. The decrease was offset by lowerenergy efficiency programs, higher payments for fuel costs settlement payments of contingent liabilities in 2015, higher collections from customers for renewable energy programs and lower interest payments.increased deferred operating costs related to Las Vegas and Sun Peak generating stations.

In December 2015, the Protecting Americans from Tax Hikes Act of 2015 ("PATH") was signed into law, extending bonus depreciation for qualifying property acquired and placed in-service before January 1, 2020 (bonus depreciation rates will be 50% for 2015-2017, 40% in 2018, and 30% in 2019), with an additional year for certain longer lived assets. Investment tax credits were extended and phased-down for solar projects that are under construction before the end of 2021 (investment tax credit rates are 30% through 2019, 26% in 2020 and 22% in 2021; they revert to the statutory rate of 10% thereafter). As a result of PATH, Nevada Power's cash flows from operations are expected to benefit in 2016 and beyond due to bonus depreciation on qualifying assets placed in-service through 2019 and investment tax credits (once the net operating loss is fully utilized) earned on qualifying projects.projects through 2021.

The timing of Nevada Power's income tax cash flows from period to period can be significantly affected by the estimated federal income tax payment methods and assumptions for each payment date.

Investing Activities

Net cash flows from investing activities for the six-month periods ended June 30, 2017 and 2016 and 2015 were $(181)$(212) million and $(106)$(181) million, respectively. The change was due to increasedthe acquisition of the remaining 25% in the Silverhawk generating station, partially offset by decreased capital maintenance expenditures and cash received for the sale of securities and an equity investment in 2015.expenditures.

Financing Activities

Net cash flows from financing activities for the six-month periods ended June 30, 2017 and 2016 and 2015 were $(487)$(312) million and $(265)$(487) million, respectively. The change was primarily due to lower repayments of long-term debt and proceeds from issuance of long-term debt, partially offset by higher dividends paid to NV Energy, Inc. in 2016, partially offset by lower repayments of long-term debt.2017.

Ability to Issue Debt

Nevada Power's ability to issue debt is primarily impacted by its financing authority from the PUCN. As of June 30, 2016,2017, Nevada Power has financing authority from the PUCN consisting of the ability to: (1) issue additionalnew long-term debt securities of up to $725 million;$1.3 billion; (2) refinancerefinancing authority up to $553 million$1.2 billion of long-term debt securities; and (3) maintain a revolving credit facility of up to $1.3 billion. Nevada Power's revolving credit facility contains a financial maintenance covenant which Nevada Power was in compliance with as of June 30, 2016. In addition, certain financing agreements contain covenants which are currently suspended as Nevada Power's senior secured debt is rated investment grade. However, if Nevada Power's senior secured debt ratings fall below investment grade by either Moody's Investors Service or Standard & Poor's, Nevada Power would be subject to limitations under these covenants.2017.



Future Uses of Cash

Nevada Power has available a variety of sources of liquidity and capital resources, both internal and external, including net cash flows from operating activities, public and private debt offerings, the use of its secured revolving credit facility, capital contributions and other sources. These sources are expected to provide funds required for current operations, capital expenditures, debt retirements and other capital requirements. The availability and terms under which Nevada Power has access to external financing depends on a variety of factors, including Nevada Power's credit ratings, investors' judgment of risk and conditions in the overall capital markets, including the condition of the utility industry.

Capital Expenditures

Nevada Power has significant future capital requirements. Capital expenditure needs are reviewed regularly by management and may change significantly as a result of these reviews, which may consider, among other factors, changes in environmental and other rules and regulations; impacts to customers' rates; outcomes of regulatory proceedings; changes in income tax laws; general business conditions; load projections; system reliability standards; the cost and efficiency of construction labor, equipment and materials; commodity prices; and the cost and availability of capital. Prudently incurred expenditures for compliance-related items such as pollution control technologies, replacement generation and associated operating costs are generally incorporated into Nevada Power's regulated retail rates. Expenditures for certain assets may ultimately include acquisitionsacquisition of existing assets.



Nevada Power's historical and forecast capital expenditures, each of which exclude amounts for non-cash equity AFUDC and other non-cash items are as follows (in millions):
Six-Month Periods AnnualSix-Month Periods Annual
Ended June 30, ForecastEnded June 30, Forecast
2015 2016 20162016 2017 2017
          
Generation development$18
 $1
 $78
$1
 $
 $
Distribution73
 58
 87
58
 28
 58
Transmission system investment
 16
 32
16
 5
 16
Other34
 106
 115
106
 106
 172
Total$125
 $181
 $312
$181
 $139
 $246

Nevada Power's approved forecast capital expenditures include investments related to operating projects that consist of routine expenditures for transmission, distribution, generation and other infrastructure needed to serve existing and expected demand.

In April 2016,2017, Nevada Power executed an agreementpurchased the remaining 25% interest in the Silverhawk natural gas-fueled generating facility for $77 million. The PUCN approved the purchase of the facility in Nevada Power’s triennial Integrated Resource Plan filing in December 2015. The purchase price was allocated to purchase a 504-MW natural gas facility. The sale is subject to certain conditions including federalthe assets acquired, consisting primarily of generation utility plant, and state regulatory approval. The transaction is expected to close no later than the first quarter of 2017.significant liabilities were assumed.

Contractual Obligations

As of June 30, 2016,2017, there have been no material changes outside the normal course of business in contractual obligations from the information provided in Item 7 of Nevada Power's Annual Report on Form 10-K for the year ended December 31, 2015.2016.



Regulatory Matters

Nevada Power is subject to comprehensive regulation. Refer to "Regulatory Matters" in Berkshire Hathaway Energy's Part I, Item 2 of this Form 10-Q for discussion regarding Nevada Power's current regulatory matters.

Environmental Laws and Regulations

Nevada Power is subject to federal, state and local laws and regulations regarding air and water quality, RPS, emissions performance standards, climate change, coal combustion byproduct disposal, hazardous and solid waste disposal, protected species and other environmental matters that have the potential to impact Nevada Power's current and future operations. In addition to imposing continuing compliance obligations and capital expenditure requirements, these laws and regulations provide regulators with the authority to levy substantial penalties for noncompliance including fines, injunctive relief and other sanctions. These laws and regulations are administered by the EPA and various state and local agencies. All such laws and regulations are subject to a range of interpretation, which may ultimately be resolved by the courts. Environmental laws and regulations continue to evolve, and Nevada Power is unable to predict the impact of the changing laws and regulations on its operations and consolidated financial results. Nevada Power believes it is in material compliance with all applicable laws and regulations. Refer to "Liquidity and Capital Resources" for discussion of Nevada Power's forecasted environmental-related capital expenditures.

Refer to "Environmental Laws and Regulations" in Berkshire Hathaway Energy's Part I, Item 2 of this Form 10-Q for additional information regarding environmental laws.

New Accounting Pronouncements

For a discussion of new accounting pronouncements affecting Nevada Power, refer to Note 2 of Notes to Consolidated Financial Statements in Nevada Power's Part I, Item 1 of this Form 10-Q.



Critical Accounting Estimates

Certain accounting measurements require management to make estimates and judgments concerning transactions that will be settled several years in the future. Amounts recognized on the Consolidated Financial Statements based on such estimates involve numerous assumptions subject to varying and potentially significant degrees of judgment and uncertainty and will likely change in the future as additional information becomes available. Estimates are used for, but not limited to, the accounting for the effects of certain types of regulation, derivatives, impairment of long-lived assets, income taxes and revenue recognition - unbilled revenue. For additional discussion of Nevada Power's critical accounting estimates, see Item 7 of Nevada Power's Annual Report on Form 10‑K for the year ended December 31, 2015.2016. There have been no significant changes in Nevada Power's assumptions regarding critical accounting estimates since December 31, 2015.

2016.


Sierra Pacific Power Company and its subsidiaries
Consolidated Financial Section



PART I
Item 1.Financial Statements


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Shareholder of
Sierra Pacific Power Company
Las Vegas, Nevada

We have reviewed the accompanying consolidated balance sheet of Sierra Pacific Power Company and subsidiaries ("Sierra Pacific") as of June 30, 2016,2017, and the related consolidated statements of operations for the three-month and six-month periods ended June 30, 20162017 and 2015,2016, and of changes in shareholder's equity and cash flows for the six-month periods ended June 30, 20162017 and 2015.2016. These interim financial statements are the responsibility of Sierra Pacific's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Sierra Pacific Power Company and subsidiaries as of December 31, 2015,2016, and the related consolidated statements of operations, changes in shareholder's equity, and cash flows for the year then ended (not presented herein); and in our report dated February 26, 2016,24, 2017, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 20152016 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.


/s/ Deloitte & Touche LLP


Las Vegas, Nevada
August 5, 20164, 2017



SIERRA PACIFIC POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Amounts in millions, except share data)

As ofAs of
June 30, December 31,June 30, December 31,
2016 20152017 2016
ASSETS
   
Current assets:      
Cash and cash equivalents$69
 $106
$4
 $55
Accounts receivable, net95
 124
92
 117
Inventories42
 39
45
 45
Regulatory assets27
 25
Other current assets13
 13
15
 13
Total current assets219
 282
183
 255
      
Property, plant and equipment, net2,791
 2,766
2,841
 2,822
Regulatory assets433
 432
403
 410
Other assets7
 7
7
 6
      
Total assets$3,450
 $3,487
$3,434
 $3,493
      
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:      
Accounts payable$111
 $127
$81
 $146
Accrued interest14
 15
14
 14
Accrued property, income and other taxes12
 13
10
 10
Regulatory liabilities98
 78
18
 69
Current portion of long-term debt and financial and capital lease obligations2
 453
1
 1
Customer deposits17
 17
15
 16
Other current liabilities16
 11
16
 12
Total current liabilities270
 714
155
 268
      
Long-term debt and financial and capital lease obligations1,154
 749
1,152
 1,152
Regulatory liabilities229
 230
222
 221
Deferred income taxes585
 570
639
 617
Other long-term liabilities149
 148
123
 127
Total liabilities2,387
 2,411
2,291
 2,385
      
Commitments and contingencies (Note 8)
 

 
      
Shareholder's equity:      
Common stock - $3.75 stated value, 20,000,000 shares authorized and 1,000 issued and outstanding
 

 
Other paid-in capital1,111
 1,111
1,111
 1,111
Accumulated deficit(48) (35)
Retained earnings (deficit)33
 (2)
Accumulated other comprehensive loss, net(1) (1)
Total shareholder's equity1,063
 1,076
1,143
 1,108
      
Total liabilities and shareholder's equity$3,450
 $3,487
$3,434
 $3,493
      
The accompanying notes are an integral part of the consolidated financial statements.



SIERRA PACIFIC POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Amounts in millions)

Three-Month Periods Six-Month Periods
Ended June 30, Ended June 30,Three-Month Periods Six-Month Periods
2016 2015 2016 2015Ended June 30, Ended June 30,
       2017 2016 2017 2016
Operating revenue:              
Electric$162
 $201
 $332
 $397
$160
 $162
 $319
 $332
Natural Gas19
 26
 66
 76
Natural gas17
 19
 51
 66
Total operating revenue181
 227
 398
 473
177
 181
 370
 398
              
Operating costs and expenses:              
Cost of fuel, energy and capacity65
 101
 135
 198
61
 65
 117
 135
Natural gas purchased for resale7
 15
 37
 50
6
 7
 22
 37
Operating and maintenance45
 40
 86
 77
40
 45
 81
 86
Depreciation and amortization29
 28
 58
 56
28
 29
 56
 58
Property and other taxes7
 6
 13
 12
6
 7
 12
 13
Total operating costs and expenses153
 190
 329
 393
141
 153
 288
 329
              
Operating income28
 37
 69
 80
36
 28
 82
 69
              
Other income (expense):              
Interest expense(14) (15) (30) (30)(11) (14) (22) (30)
Allowance for borrowed funds1
 1
 1
 1

 1
 
 1
Allowance for equity funds
 
 1
 1

 
 1
 1
Other, net
 1
 1
 2
1
 
 2
 1
Total other income (expense)(13) (13) (27) (26)(10) (13) (19) (27)
              
Income before income tax expense15
 24
 42
 54
26
 15
 63
 42
Income tax expense5
 8
 15
 19
9
 5
 22
 15
Net income$10
 $16
 $27
 $35
$17
 $10
 $41
 $27
              
The accompanying notes are an integral part of these consolidated financial statements.



SIERRA PACIFIC POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY (Unaudited)
(Amounts in millions, except shares)

         Accumulated           Accumulated  
     Other   Other Total     Other Retained Other Total
 Common Stock Paid-in Accumulated Comprehensive Shareholder's Common Stock Paid-in Earnings Comprehensive Shareholder's
 Shares Amount Capital Deficit Loss, Net Equity Shares Amount Capital (Deficit) Loss, Net Equity
                        
Balance, December 31, 2014 1,000
 $
 $1,111
 $(111) $(2) $998
Net income 
 
 
 35
 
 35
Dividends declared 
 
 
 (7) 
 (7)
Balance, June 30, 2015 1,000
 $
 $1,111
 $(83) $(2) $1,026
            
Balance, December 31, 2015 1,000
 $
 $1,111
 $(35) $
 $1,076
 1,000
 $
 $1,111
 $(35) $
 $1,076
Net income 
 
 
 27
 
 27
 
 
 
 27
 
 27
Dividends declared 
 
 
 (40) 
 (40) 
 
 
 (40) 
 (40)
Balance, June 30, 2016 1,000
 $
 $1,111
 $(48) $
 $1,063
 1,000
 $
 $1,111
 $(48) $
 $1,063
                        
Balance, December 31, 2016 1,000
 $
 $1,111
 $(2) $(1) $1,108
Net income 
 
 
 41
 
 41
Dividends declared 
 
 
 (5) 
 (5)
Other equity transactions 
 
 
 (1) 
 (1)
Balance, June 30, 2017 1,000
 $
 $1,111
 $33
 $(1) $1,143
            
The accompanying notes are an integral part of these consolidated financial statements.



SIERRA PACIFIC POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Amounts in millions)

Six-Month Periods
Ended June 30,Six-Month Periods
2016 2015Ended June 30,
   2017 2016
Cash flows from operating activities:      
Net income$27
 $35
$41
 $27
Adjustments to reconcile net income to net cash flows from operating activities:      
Depreciation and amortization58
 56
56
 58
Allowance for equity funds(1) (1)(1) (1)
Deferred income taxes and amortization of investment tax credits15
 19
23
 15
Changes in regulatory assets and liabilities(9) (9)7
 (9)
Deferred energy44
 47
(20) 44
Amortization of deferred energy(21) 19
(34) (21)
Other, net1
 1
(1) 1
Changes in other operating assets and liabilities:      
Accounts receivable and other assets29
 7
24
 29
Inventories(3) (2)
 (3)
Accrued property, income and other taxes1
 
Accounts payable and other liabilities2
 24
(54) 2
Net cash flows from operating activities142
 196
42
 142
      
Cash flows from investing activities:      
Capital expenditures(92) (98)(87) (92)
Other, net
 2
Net cash flows from investing activities(92) (96)(87) (92)
      
Cash flows from financing activities:      
Proceeds from issuance of long-term debt, net of costs1,095
 

 1,095
Repayments of long-term debt and financial and capital lease obligations(1,137) 
(1) (1,137)
Dividends paid(40) (7)(5) (40)
Other, net(5) 

 (5)
Net cash flows from financing activities(87) (7)(6) (87)
      
Net change in cash and cash equivalents(37) 93
(51) (37)
Cash and cash equivalents at beginning of period106
 22
55
 106
Cash and cash equivalents at end of period$69
 $115
$4
 $69
      
The accompanying notes are an integral part of these consolidated financial statements.



SIERRA PACIFIC POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1)    Organization and Operations

Sierra Pacific Power Company, together with its subsidiaries ("Sierra Pacific"), is a wholly owned subsidiary of NV Energy, Inc. ("NV Energy"), a holding company that also owns Nevada Power Company ("Nevada Power") and certain other subsidiaries. Sierra Pacific is a United States regulated electric utility company serving retail customers, including residential, commercial and industrial customers and regulated retail natural gas customers primarily in northern Nevada. NV Energy is an indirect wholly owned subsidiary of Berkshire Hathaway Energy Company ("BHE"). BHE is a holding company based in Des Moines, Iowa that owns subsidiaries principally engaged in energy businesses. BHE is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway").

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 20162017 and for the three- and six-month periods ended June 30, 20162017 and 2015.2016. The Consolidated Statements of Comprehensive Income have been omitted as net income equals comprehensive income for the three- and six-month periods ended June 30, 20162017 and 2015. Certain amounts in the prior period Financial Statements have been reclassified to conform to the current period presentation. Such reclassifications did not impact previously reported operating income, net income or retained earnings.2016. The results of operations for the three- and six-month periods ended June 30, 20162017 are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Sierra Pacific's Item 8 Notes to Consolidated Financial Statements included in BHE'sSierra Pacific's Annual Report on Form 10-K for the year ended December 31, 20152016 describes the most significant accounting policies used in the preparation of the unaudited Consolidated Financial Statements. There have been no significant changes in Sierra Pacific's assumptions regarding significant accounting estimates and policies during the six-month period ended June 30, 2016.2017.

(2)    New Accounting Pronouncements

In February 2016,March 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02,2017-07, which createsamends FASB Accounting Standards Codification ("ASC") Topic 715, "Compensation - Retirement Benefits." The amendments in this guidance require that an employer disaggregate the service cost component from the other components of net benefit cost and report the service cost component in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the statement of operations separately from the service cost component and outside the subtotal of operating income. Additionally, the guidance only allows the service cost component to be eligible for capitalization when applicable. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. This guidance must be adopted retrospectively for the presentation of the service cost component and the other components of net benefit cost in the statement of operations and prospectively for the capitalization of the service cost component in the balance sheet. Sierra Pacific plans to adopt this guidance effective January 1, 2018 and is currently evaluating the impact on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.

In November 2016, the FASB issued ASU No. 2016-18, which amends FASB ASC Subtopic 230-10, “Statement of Cash Flows - Overall.” The amendments in this guidance require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted, and is required to be adopted retrospectively. Sierra Pacific plans to adopt this guidance effective January 1, 2018 and is currently evaluating the impact on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.



In August 2016, the FASB issued ASU No. 2016-15, which amends FASB ASC Topic 230, "Statement of Cash Flows." The amendments in this guidance address the classification of eight specific cash flow issues within the statement of cash flows with the objective of reducing the existing diversity in practice. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted, and is required to be adopted retrospectively. Sierra Pacific plans to adopt this guidance effective January 1, 2018 and does not believe the adoption of this guidance will have a material impact on its Consolidated Financial Statements.

In February 2016, the FASB issued ASU No. 2016-02, which creates FASB ASC Topic 842, "Leases" and supersedes Topic 840 "Leases." This guidance increases transparency and comparability among entities by recording lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous guidance. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted, and is required to be adopted using a modified retrospective approach. Sierra Pacific plans to adopt this guidance effective January 1, 2019 and is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.


In May 2014, the FASB issued ASU No. 2014-09, which creates FASB ASC Topic 606, "Revenue from Contracts with Customers" and supersedes ASC Topic 605, "Revenue Recognition." The guidance replaces industry-specific guidance and establishes a single five-step model to identify and recognize revenue. The core principle of the guidance is that an entity should recognize revenue upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires the entity to disclose further quantitative and qualitative information regarding the nature and amount of revenues arising from contracts with customers, as well as other information about the significant judgments and estimates used in recognizing revenues from contracts with customers. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of ASU No. 2014-09 one year to interim and annual reporting periods beginning after December 15, 2017. During 2016, the FASB issued several ASUs that clarify the implementation guidance for ASU No. 2014-09 but do not change the core principle of the guidance. This guidance may be adopted retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. Sierra Pacific plans to adopt this guidance effective January 1, 2018 under the modified retrospective method and is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements. Sierra Pacific currently does not expect the timing and amount of revenue currently recognized to be materially different after adoption of the new guidance as a majority of revenue is recognized when Sierra Pacific has the right to invoice as it corresponds directly with the value to the customer of Sierra Pacific’s performance to date. Sierra Pacific's current plan is to quantitatively disaggregate revenue in the required financial statement footnote by segment and customer class.



(3)    Property, Plant and Equipment, Net

Property, plant and equipment, net consists of the following (in millions):
 As of As of
Depreciable Life June 30, December 31,Depreciable Life June 30, December 31,
 2016 2015 2017 2016
Utility plant:        
Electric generation40 - 125 years $1,137
 $1,134
25 - 60 years $1,140
 $1,137
Electric distribution20 - 70 years 1,407
 1,382
20 - 100 years 1,436
 1,417
Electric transmission50 - 70 years 761
 739
50 - 100 years 774
 771
Electric general and intangible plant5 - 65 years 166
 139
5 - 70 years 176
 164
Natural gas distribution40 - 70 years 376
 374
35 - 70 years 385
 381
Natural gas general and intangible plant8 - 10 years 15
 13
5 - 70 years 14
 15
Common general5 - 65 years 265
 265
5 - 70 years 283
 267
Utility plant 4,127
 4,046
 4,208
 4,152
Accumulated depreciation and amortization (1,403) (1,368) (1,479) (1,442)
Utility plant, net 2,724
 2,678
 2,729
 2,710
Other non-regulated, net of accumulated depreciation and amortization70 years 5
 5
Plant, net 2,734
 2,715
Construction work-in-progress 67
 88
 107
 107
Property, plant and equipment, net $2,791
 $2,766
 $2,841
 $2,822

(4)    Regulatory Matters

Deferred Energy

Nevada statutes permit regulated utilities to adopt deferred energy accounting procedures. The intent of these procedures is to ease the effect on customers of fluctuations in the cost of purchased natural gas, fuel and electricity and are subject to annual prudency review by the Public Utilities Commission of Nevada ("PUCN").

Under deferred energy accounting, to the extent actual fuel and purchased power costs exceed fuel and purchased power costs recoverable through current rates that excess is not recorded as a current expense on the Consolidated Statements of Operations but rather is deferred and recorded as a regulatory asset on the Consolidated Balance Sheets. Conversely, a regulatory liability is recorded to the extent fuel and purchased power costs recoverable through current rates exceed actual fuel and purchased power costs. These excess amounts are reflected in quarterly adjustments to rates and recorded as cost of fuel, energy and capacity in future time periods.

Regulatory Rate Review

In June 2016, Sierra Pacific filed an electric regulatory rate review with the PUCN. The filing requested no incremental annual revenue relief. In October 2016, Sierra Pacific filed with the PUCN a settlement agreement resolving most, but not all, issues in the proceeding and reduced Sierra Pacific's electric revenue requirement by $3 million spread evenly to all rate classes. In December 2016, the PUCN approved the settlement agreement and established an additional six MW of net metering capacity under the grandfathered rates, which are those net metering rates that were in effect prior to January 2016; the order establishes cost-based rates and a value-based excess energy credit for customers who choose to install private generation after the six MW limitation is reached. The new rates were effective January 1, 2017. In January 2017, Sierra Pacific filed a petition for reconsideration relating to the creation of the additional six MWs of net metering at the grandfathered rates. Sierra Pacific believes the effects of the PUCN decision result in additional cost shifting to non-net metering customers and reduces the stipulated rate reduction for other customer classes. In June 2017, the PUCN denied the petition for reconsideration.

In June 2016, Sierra Pacific filed a gas regulatory rate review with the PUCN. The filing requested a slight decrease in its incremental annual revenue requirement. In October 2016, Sierra Pacific filed with the PUCN a settlement agreement resolving all issues in the proceeding and reduced Sierra Pacific's gas revenue requirement by $2 million. In December 2016, the PUCN approved the settlement agreement. The new rates were effective January 1, 2017.


(5)
Recent Financing Transactions

In May 2016, Sierra Pacific entered into a Financing AgreementChapter 704B Applications

Chapter 704B of the Nevada Revised Statutes allows retail electric customers with Washoe County, Nevada (the "Washoe Issuer") whereby the Washoe Issuer loanedan average annual load of one MW or more to Sierra Pacific the proceeds from the issuance, on behalf of Sierra Pacific, of $30 million of its variable-rate tax-exempt Water Facilities Refunding Revenue Bonds, Series 2016C, due 2036, $25 million of its variable-rate tax-exempt Water Facilities Refunding Revenue Bonds, Series 2016D, due 2036 and $25 million of its variable-rate tax-exempt Water Facilities Refunding Revenue Bonds, Series 2016E, due 2036 (collectively the "Series 2016CDE Bonds").
In May 2016, Sierra Pacific entered into a Financing Agreementfile with the Washoe Issuer wherebyPUCN an application to purchase energy from alternative providers of a new electric resource and become distribution only service customers. On a case-by-case basis, the Washoe Issuer loaned to Sierra PacificPUCN will assess the proceeds fromapplication and may deny or grant the issuance, on behalf of Sierra Pacific, of $59 million of its 1.50% tax-exempt Gas Facilities Refunding Revenue Bonds, Series 2016A, due 2031, $60 million of its 3.00% tax-exempt Gas and Water Facilities Refunding Revenue Bonds, Series 2016B, due 2036, $75 million of its variable-rate tax-exempt Water Facilities Refunding Revenue Bonds, Series 2016F, due 2036 and $20 million of its variable-rate tax-exempt Water Facilities Refunding Revenue Bonds, Series 2016G, due 2036 (collectively the "Series 2016ABFG Bonds"). The Series 2016A bonds and Series 2016B bonds areapplication subject to mandatory purchase by Sierra Pacific in June 2019conditions, including paying an impact fee, paying on-going charges and June 2022, respectively, at which datesreceiving approval for specific alternative energy providers and terms. The impact fee and on-going charges are assessed to alleviate the interest rate mode may be adjusted from time to time. Sierra Pacific purchasedburden on other Nevada customers for the Series 2016F bondsapplicants' share of previously committed investments and the Series 2016G bonds on their date of issuance to hold for its own accountlong-term renewable contracts and potential remarketing to the publicare set at a future date.level designed such that the remaining customers are not subjected to increased costs.

In MaySeptember 2016, Sierra Pacific entered intoSwitch, Ltd. ("Switch"), a Financing Agreement with Humboldt County, Nevada (the "Humboldt Issuer") whereby the Humboldt Issuer loaned to Sierra Pacific the proceeds from the issuance, on behalfcustomer of Sierra Pacific, filed an application with the PUCN to purchase energy from alternative providers of $20 milliona new electric resource and become a distribution only service customer of its 1.25% tax-exempt Pollution Control Refunding Revenue Bonds, Series A, due 2029 and $30 million of its variable-rate tax-exempt Pollution Control Refunding Revenue Bonds, Series B, due 2029 (collectivelySierra Pacific. In December 2016, the "Series 2016AB Bonds"). The Series A bonds arePUCN approved a stipulation agreement that allows Switch to purchase energy from alternative providers subject to mandatory purchase by Sierra Pacific inconditions. In June 2019 at which date the interest rate mode may be adjusted2017, Switch became a distribution only service customer and started procuring energy from time to time. Sierra Pacific purchased the Series B bonds on their date of issuance to hold for its own account and potential remarketing to the public at a future date.another energy supplier.

To provide collateral security for its obligations, Sierra Pacific issued its General and Refunding Securities, Series V, No. V-1 in the amount of $80 million, No. V-2 in the amount of $214 million, and V-3 in the amount of $50 million (collectively the "Series V Notes"In November 2016, Caesars Enterprise Service ("Caesars"). The obligation, a customer of Sierra Pacific, filed an application with the PUCN to make any paymentpurchase energy from alternative providers of the principala new electric resource and interest on any Series V Notes is discharged to the extent Sierra Pacific has made payment on the Series 2016CDE Bonds, Series 2016ABFG Bonds and Series 2016AB Bonds, respectively.

The collective proceeds from the tax-exempt bond issuances were used in April and May 2016 to refund at par value, plus accrued interest, the Washoe Issuer's $40 million of Water Facilities Refunding Revenue Bonds Series, 2007A, due 2036, $40 million of Water Facilities Refunding Revenue Bonds, Series 2007B, due 2036, $59 million of Gas Facilities Refunding Revenue Bonds, Series 2006A, due 2031, $85 million of Gas and Water Facilities Refunding Revenue Bonds, Series 2006C, due 2036, and $75 million of Water Facilities Refunding Revenue Bonds, Series 2006B, due 2036, and the Humboldt Issuer's $50 million of Pollution Control Refunding Revenue Bonds, Series 2006, due 2029, each previously issued on behalfbecome a distribution only service customer of Sierra Pacific. The Series 2006CIn March 2017, the PUCN approved the application allowing Caesars to purchase energy from alternative providers subject to conditions, including paying an impact fee. In March 2017, Caesars provided notice that it intends to pay the impact fee and 2006 were previously held by Sierra Pacific.proceed with purchasing energy from alternative providers.

(5)Recent Financing Transactions

In April 2016,June 2017, Sierra Pacific issued $400amended its $250 million secured credit facility, extending the maturity date to June 2020 with two one-year extension options subject to lender consent. The amended credit facility, which is for general corporate purposes and provides for the issuance of letters of credit, has a variable interest rate based on the Eurodollar rate or a base rate, at Sierra Pacific's option, plus a spread that varies based on Sierra Pacific's credit ratings for its 2.60% General and Refunding Securities, Series U, due May 2026.senior secured long-term debt securities. The net proceeds were used, together with cash on hand,amended credit facility requires Sierra Pacific's ratio of consolidated debt, including current maturities, to pay at maturitytotal capitalization not exceed 0.65 to 1.0 as of the $450 million principal amountlast day of 6.00% General and Refunding Securities, Series M, in May 2016.each quarter.

(6)    Employee Benefit Plans

Sierra Pacific is a participant in benefit plans sponsored by NV Energy. The NV Energy Retirement Plan includes a qualified pension plan ("Qualified Pension Plan") and a supplemental executive retirement plan and a restoration plan (collectively, "Non‑Qualified Pension Plans") that provide pension benefits for eligible employees. The NV Energy Comprehensive Welfare Benefit and Cafeteria Plan provides certain postretirement health care and life insurance benefits for eligible retirees ("Other Postretirement Plans") on behalf of Sierra Pacific. Sierra Pacific contributed $4 million to the Other Postretirement Plans for the six-month period ended June 30, 2017. Amounts attributable to Sierra Pacific were allocated from NV Energy based upon the current, or in the case of retirees, previous, employment location. Offsetting regulatory assets and liabilities have been recorded related to the amounts not yet recognized as a component of net periodic benefit costs that will be included in regulated rates. Net periodic benefit costs not included in regulated rates are included in accumulated other comprehensive loss, net.



Amounts payable to NV Energy are included on the Consolidated Balance Sheets and consist of the following (in millions):
As ofAs of
June 30, December 31,June 30, December 31,
2016 20152017 2016
Qualified Pension Plan -      
Other long-term liabilities$(30) $(29)$(13) $(12)
      
Non-Qualified Pension Plans:      
Other current liabilities(1) (1)(1) (1)
Other long-term liabilities(9) (9)(9) (9)
      
Other Postretirement Plans -      
Other long-term liabilities(32) (32)(24) (28)

(7)
(7)    Fair Value Measurements

The carrying value of Sierra Pacific's cash, certain cash equivalents, receivables, investments held in Rabbi trusts, payables, accrued liabilities and short-term borrowings approximates fair value because of the short-term maturity of these instruments. Sierra Pacific has various financial assets and liabilities principally related to derivative contracts, that are measured at fair value on the Consolidated Balance Sheets using inputs from the three levels of the fair value hierarchy. A financial asset or liability classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that Sierra Pacific has the ability to access at the measurement date.
Level 2 - Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 - Unobservable inputs reflect Sierra Pacific's judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. Sierra Pacific develops these inputs based on the best information available, including its own data.

The following table presents Sierra Pacific's financial assets and liabilities recognized on the Consolidated Balance Sheets and measured at fair value on a recurring basis (in millions):
 Input Levels for Fair Value Measurements  
 Level 1 Level 2 Level 3 Total
As of June 30, 2017       
Assets - investment funds$
 $
 $
 $
        
As of December 31, 2016       
Assets:       
Money market mutual funds(1)
$35
 $
 $
 $35
Investment funds1
 
 
 1
 $36
 $
 $
 $36

(1)Amounts are included in cash and cash equivalents on the Consolidated Balance Sheets. The fair value of these money market mutual funds approximates cost.



Sierra Pacific's investments in money market mutual funds and equity securities are accounted for as available-for-sale securities and are stated at fair value. When available, a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value.

Sierra Pacific's long-term debt is carried at cost on the Consolidated Balance Sheets. The fair value of Sierra Pacific's long-term debt is a Level 2 fair value measurement and has been estimated based upon quoted market prices, where available, or at the present value of future cash flows discounted at rates consistent with comparable maturities with similar credit risks. The carrying value of Sierra Pacific's variable-rate long-term debt approximates fair value because of the frequent repricing of these instruments at market rates. The following table presents the carrying value and estimated fair value of Sierra Pacific's long-term debt (in millions):
 As of June 30, 2016 As of December 31, 2015
 Carrying Fair Carrying Fair
 Value Value Value Value
        
Long-term debt$1,120
 $1,257
 $1,165
 $1,248
 As of June 30, 2017 As of December 31, 2016
 Carrying Fair Carrying Fair
 Value Value Value Value
        
Long-term debt$1,121
 $1,204
 $1,119
 $1,191



(8)
Commitments and Contingencies

Environmental Laws and Regulations

Sierra Pacific is subject to federal, state and local laws and regulations regarding air and water quality, renewable portfolio standards, emissions performance standards, climate change, coal combustion byproduct disposal, hazardous and solid waste disposal, protected species and other environmental matters that have the potential to impact Sierra Pacific's current and future operations. Sierra Pacific believes it is in material compliance with all applicable laws and regulations.

Legal Matters

Sierra Pacific is party to a variety of legal actions arising out of the normal course of business. Plaintiffs occasionally seek punitive or exemplary damages. Sierra Pacific does not believe that such normal and routine litigation will have a material impact on its consolidated financial results.

(9)    Segment Information

Sierra Pacific has identified two reportable operating segments: regulated electric and regulated natural gas. The regulated electric segment derives most of its revenue from regulated retail sales of electricity to residential, commercial, and industrial customers and from wholesale sales. The regulated natural gas segment derives most of its revenue from regulated retail sales of natural gas to residential, commercial, and industrial customers and also obtains revenue by transporting natural gas owned by others through its distribution system. Pricing for regulated electric and regulated natural gas sales are established separately by the PUCN; therefore, management also reviews each segment separately to make decisions regarding allocation of resources and in evaluating performance.



Sierra Pacific believes presenting gross margin allows the reader to assess the impact of Sierra Pacific's regulatory treatment and its overall regulatory environment on a consistent basis and is meaningful. Gross margin is calculated as operating revenue less cost of fuel, energy and capacity and natural gas purchased for resale ("cost of sales").



The following tables provide information on a reportable segment basis (in millions):
Three-Month Periods Six-Month PeriodsThree-Month Periods Six-Month Periods
Ended June 30, Ended June 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
Operating revenue:              
Regulated electric$162
 $201
 $332
 $397
$160
 $162
 $319
 $332
Regulated gas19
 26
 66
 76
17
 19
 51
 66
Total operating revenue$181
 $227
 $398
 $473
$177
 $181
 $370
 $398
              
Cost of sales:              
Regulated electric$65
 $101
 $135
 $198
$61
 $65
 $117
 $135
Regulated gas7
 15
 37
 50
6
 7
 22
 37
Total cost of sales$72
 $116
 $172
 $248
$67
 $72
 $139
 $172
              
Gross margin:              
Regulated electric$97
 $100
 $197
 $199
$99
 $97
 $202
 $197
Regulated gas12
 11
 29
 26
11
 12
 29
 29
Total gross margin$109
 $111
 $226
 $225
$110
 $109
 $231
 $226
              
Operating and maintenance:              
Regulated electric$40
 $36
 $76
 $69
$36
 $40
 $72
 $76
Regulated gas5
 4
 10
 8
4
 5
 9
 10
Total operating and maintenance$45
 $40
 $86
 $77
$40
 $45
 $81
 $86
              
Depreciation and amortization:              
Regulated electric$25
 $24
 $50
 $48
$24
 $25
 $49
 $50
Regulated gas4
 4
 8
 8
4
 4
 7
 8
Total depreciation and amortization$29
 $28
 $58
 $56
$28
 $29
 $56
 $58
              
Operating income:              
Regulated electric$26
 $34
 $59
 $71
$34
 $26
 $70
 $59
Regulated gas2
 3
 10
 9
2
 2
 12
 10
Total operating income$28
 $37
 $69
 $80
$36
 $28
 $82
 $69
              
Interest expense:              
Regulated electric$13
 $14
 $27
 $28
$10
 $13
 $20
 $27
Regulated gas1
 1
 3
 2
1
 1
 2
 3
Total interest expense$14
 $15
 $30
 $30
$11
 $14
 $22
 $30




  As of  As of
 June 30, December 31, June 30, December 31,
 2016 2015 2017 2016
Total assets:        
Regulated electric $3,059
 $3,060
 $3,117
 $3,119
Regulated gas 316
 316
 306
 314
Regulated common assets(1)
 75
 111
 11
 60
Total assets $3,450
 $3,487
 $3,434
 $3,493

(1)Consists principally of cash and cash equivalents not included in either the regulated electric or regulated natural gas segments.



Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations 

General

Sierra Pacific's revenues and operating income are subject to fluctuations during the year due to impacts that seasonal weather, rate changes, and customer usage patterns have on demand for electric energy and resources. Sierra Pacific is a summer peaking utility experiencing its highest retail energy sales in response to the demand for air conditioning. The variations in energy usage due to varying weather, customer growth and other energy usage patterns, including energy efficiency and conservation measures, necessitates a continual balancing of loads and resources and purchases and sales of energy under short- and long-term energy supply contracts. As a result, the prudent management and optimization of available resources has a direct effect on the operating and financial performance of Sierra Pacific. Additionally, the timely recovery of purchased power, fuel costs and other costs and the ability to earn a fair return on investments through rates are essential to the operating and financial performance of Sierra Pacific.

The following is management's discussion and analysis of certain significant factors that have affected the consolidated financial condition and results of operations of Sierra Pacific during the periods included herein. Explanations include management's best estimate of the impact of weather, customer growth and other factors. This discussion should be read in conjunction with Sierra Pacific's historical unaudited Consolidated Financial Statements and Notes to Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q. Sierra Pacific's actual results in the future could differ significantly from the historical results.


Results of Operations for the Second Quarter and First Six Months of 20162017 and 20152016

Overview

Net income for the second quarter of 20162017 was $10$17 million, a decreasean increase of $6$7 million, or 38%70%, compared to 20152016 due to a settlement payment associated with terminated transmission service in 2015,lower compensation and other operating costs, higher compensation costs, lowerelectric margins from changes in usage patterns with commercial and industrial customers and expenses related to uncollectible accounts, partially offset by higher natural gas marginsprimarily from increased customer usage due to the impacts of weather.weather and a decrease in interest expense from lower rates on outstanding debt balances.

Net income for the first six months of 20162017 was $27$41 million, a decreasean increase of $8$14 million, or 23%52%, compared to 20152016 due to a settlement payment associated with terminated transmission servicedecrease in 2015,interest expense from lower rates on outstanding debt balances, higher electric margins from changes in usage patterns with commercial and industrial customers, expenses related to uncollectible accounts, higher compensation costs, and higher planned maintenance and other generating costs, partially offset by higher natural gas marginsprimarily from increased customer usage due to the impacts of weather.


weather and lower compensation and other operating costs.

Operating revenue, cost of fuel, energy and capacity and natural gas purchased for resale are key drivers of Sierra Pacific's results of operations as they encompass retail and wholesale electricity and natural gas revenue and the direct costs associated with providing electricity and natural gas to customers. Sierra Pacific believes that a discussion of gross margin, representing operating revenue less cost of fuel, energy and capacity and natural gas purchased for resale, is therefore meaningful.


A comparison of Sierra Pacific's key operating results is as follows:

Electric Gross Margin
 Second Quarter First Six Months Second Quarter First Six Months
 2016 2015 Change2016 2015 Change 2017 2016 Change 2017 2016 Change
Gross margin (in millions):                              
Operating electric revenue $162
 $201
 $(39)(19)%$332
 $397
 $(65)(16)% $160
 $162
 $(2)(1)% $319
 $332
 $(13)(4)%
Cost of fuel, energy and capacity 65
 101
 (36)(36) 135
 198
 (63)(32)  61
 65
 (4)(6) 117
 135
 (18)(13) 
Gross margin $97
 $100
 $(3)(3) $197
 $199
 $(2)(1)  $99
 $97
 $2
2
 $202
 $197
 $5
3
 
                              
GWh sold:                              
Residential 495
 489
 6
1
%1,104
 1,080
 24
2
% 538
 495
 43
9
% 1,168
 1,104
 64
6
%
Commercial 738
 749
 (11)(1) 1,387
 1,415
 (28)(2)  742
 738
 4
1
 1,421
 1,387
 34
2
 
Industrial 750
 774
 (24)(3) 1,488
 1,491
 (3)
  805
 750
 55
7
 1,549
 1,488
 61
4
 
Other 4
 4
 

 8
 8
 

  4
 4
 

 8
 8
 

 
Total fully bundled(1)
 2,089
 1,987
 102
5
 4,146

3,987

159
4
 
Distribution only service 345
 334
 11
3
 693

673

20
3
 
Total retail 1,987
 2,016
 (29)(1) 3,987
 3,994
 (7)
  2,434
 2,321
 113
5
 4,839
 4,660
 179
4
 
Wholesale 146
 163
 (17)(10) 334
 345
 (11)(3)  107
 146
 (39)(27) 289
 334
 (45)(13) 
Total GWh sold 2,133
 2,179
 (46)(2) 4,321
 4,339
 (18)
  2,541
 2,467
 74
3
 5,128
 4,994
 134
3
 
                              
Average number of retail customers (in thousands):                              
Residential 292
 288
 4
1
%291
 288
 3
1
% 295
 292
 3
1
% 294
 291
 3
1
%
Commercial 46
 46
 

 46
 46
 

  47
 46
 1
2
 47
 46
 1
2
 
Total 338
 334
 4
1
 337
 334
 3
1
  342
 338
 4
1
 341
 337
 4
1
 
                              
Average retail revenue per MWh $75.84
 $90.85
 $(15.01)(17)%$77.09
 $91.35
 $(14.26)(16)%
Average revenue per MWh:               
Retail fully bundled(1)
 $71.32
 $75.84
 $(4.52)(6)% $70.61
 $77.09
 $(6.48)(8)%
Wholesale $49.81
 $46.89
 $2.92
6
 $49.97

$50.35

$(0.38)(1) 
                              
Heating degree days 484
 566
 (82)(14)%2,444
 2,234
 210
9
% 572
 484
 88
18
% 2,705
 2,444
 261
11
%
Cooling degree days 292
 319
 (27)(8)%292
 319
 (27)(8)% 331
 292
 39
13
% 331
 292
 39
13
%
                              
Sources of energy (GWh)(1):
               
Sources of energy (GWh)(2):
               
Natural gas 996
 991
 5
1
% 2,006

1,980

26
1
%
Coal 85
 154
 (69)(45)%299
 494
 (195)(39)% 102
 85
 17
20
 102
 299
 (197)(66) 
Natural gas 991
 1,116
 (125)(11) 1,980
 2,094
 (114)(5) 
Renewables 14
 
 14
*
 19



19
*
 
Total energy generated 1,076
 1,270
 (194)(15) 2,279
 2,588
 (309)(12)  1,112
 1,076
 36
3
 2,127
 2,279
 (152)(7) 
Energy purchased 1,089
 1,113
 (24)(2) 2,233
 2,040
 193
9
  1,201
 1,089
 112
10
 2,624
 2,233
 391
18
 
Total 2,165
 2,383
 (218)(9) 4,512
 4,628
 (116)(3)  2,313
 2,165
 148
7
 4,751
 4,512
 239
5
 
               
Average total cost of energy per MWh(3):
 $26.41
 $30.24
 $(3.83)(13)% $24.70

$29.93

$(5.23)(17)%

(1)    GWh amounts are net of energy used by the related generating facilities.*     Not meaningful
(1)Fully bundled includes sales to customers for combined energy, transmission and distribution services.
(2)GWh amounts are net of energy used by the related generating facilities.
(3)The average total cost of energy per MWh includes the cost of fuel, purchased power and deferrals and does not include other costs.



Natural Gas Gross Margin
 Second Quarter  First Six Months  Second Quarter  First Six Months 
 2016 2015 Change 2016 2015 Change 2017 2016 Change 2017 2016 Change
Gross margin (in millions):                              
Operating natural gas revenue $19
 $26
 $(7)(27)% $66
 $76
 $(10)(13)% $17
 $19
 $(2)(11)% $51
 $66
 $(15)(23)%
Natural gas purchased for resale 7
 15
 (8)(53) 37
 50
 (13)(26)  6
 7
 (1)(14) 22
 37
 (15)(41) 
Gross margin $12
 $11
 $1
9
 $29
 $26
 $3
12
  $11
 $12
 $(1)(8) $29
 $29
 $

 
                              
Dth sold:                              
Residential 1,368
 1,309
 59
5
% 5,231
 4,524
 707
16
% 1,572
 1,368
 204
15
% 6,031
 5,231
 800
15
%
Commercial 691
 650
 41
6
 2,723
 2,265
 458
20
  832
 691
 141
20
 3,028
 2,723
 305
11
 
Industrial 291
 315
 (24)(8) 864
 840
 24
3
  351
 291
 60
21
 1,011
 864
 147
17
 
Total retail 2,350
 2,274
 76
3
 8,818
 7,629
 1,189
16
  2,755
 2,350
 405
17
 10,070
 8,818
 1,252
14
 
                              
Average number of retail customers (in thousands) 161
 158
 3
2
% 161
 158
 3
2
% 164
 161
 3
2
% 164
 161
 3
2
%
Average revenue per retail Dth sold $7.92
 $11.16
 $(3.24)(29)% $7.28
 $9.75
 $(2.47)(25)% $6.05
 $7.92
 $(1.87)(24)% $4.98
 $7.28
 $(2.30)(32)%
Average cost of natural gas per retail Dth sold $3.54
 $6.69
 $(3.15)(47)% $4.24
 $6.54
 $(2.30)(35)% $4.26
 $3.54
 $0.72
20
% $4.19
 $4.24
 $(0.05)(1)%
Heating degree days 484
 566
 (82)(14)% 2,444
 2,234
 210
9
% 572
 484
 88
18
% 2,705
 2,444
 261
11
%

Electric gross margin decreased $3increased $2 million, or 3%2%, for the second quarter of 20162017 compared to 20152016 primarily due to:to higher customer usage from the impacts of weather.
$4 million related to a settlement payment associated with terminated transmission service in 2015 and
$1 million in usage patterns for commercial and industrial customers.
The decrease in gross margin was offset by:
$1 million higher energy efficiency program rate revenue, which is offset in operatingOperating and maintenance expense and
$1 million in rental revenue.

Natural gas gross margin increased $1decreased $5 million, or 9%11%, for the second quarter of 20162017 compared to 2015 primarily2016 due to higher customer usage, primarily from the impacts of weather.lower compensation and other operating costs.

Operating and maintenanceOther income (expense) increased $5is favorable $3 million, or 13%23%, for the second quarter of 20162017 compared to 2015 due to higher energy efficiency program costs, which are fully recovered in operating revenue, higher compensation costs and expenses related to uncollectible accounts.

Depreciation and amortization increased $1 million, or 4%, for the second quarter of 2016 compared to 2015 primarily due to higher plant placed in-service.a decrease in interest expense from lower rates on outstanding debt balances.

Income tax expense decreased $3increased $4 million, or 38%80%, for the second quarter of 20162017 compared to 2015.2016 due to higher pre-tax income. The effective tax rate was 35% in 2017 and 33% for 2016 and 2015.in 2016.

Electric gross margin decreased $2increased $5 million, or 1%3%, for the first six months of 20162017 compared to 20152016 due to:
$4 million related to a settlement payment associated with terminated transmission service in 2015higher customer usage from the impacts of weather and
$12 million in usage patterns for commercial and industrial customers.higher transmission revenue.
The decreaseincrease in gross margin was partially offset by:
$2 million higher energy efficiency program rate revenue, which is offset in operating and maintenance expense and
$1 million in rentaldecreased wholesale revenue.



Natural gas gross marginOperating and maintenance increased $3decreased $5 million, or 12%6%, for the first six months of 20162017 compared to 2015 primarily2016 due to higher customer usage, primarily from the impacts of weather.lower compensation and other operating costs.

OperatingDepreciation and maintenanceamortization increased $9decreased $2 million, or 12%3%, for the first six months of 20162017 compared to 20152016 primarily due to planned maintenance and other generating costs, higher energy efficiency program costs, which are fully recovered in operating revenue, expenses related to uncollectible accounts, and higher compensation costs.regulatory amortizations.

Depreciation and amortizationOther income (expense) increased $2is favorable $8 million, or 4%30%, for the first six months of 20162017 compared to 20152016 primarily due to higher plant placed in-service.a decrease in interest expense from lower rates on outstanding debt balances.

Income tax expense decreased $4increased $7 million, or 21%47%, for the first six months of 20162017 compared to 2015.2016 due to higher pre-tax income. The effective tax rate was 35% in 2017 and 36% for 2016 and 35% for 2015.in 2016.



Liquidity and Capital Resources

As of June 30, 2016,2017, Sierra Pacific's total net liquidity was $319 million consisting of $69 million in cash and cash equivalents and $250 million of revolving credit facility availability.as follows (in millions):

Cash and cash equivalents $4
   
Credit facility 250
Less:  
Tax-exempt bond support (80)
Net credit facility 170
   
Total net liquidity $174

Operating Activities

Net cash flows from operating activities for the six-month periods ended June 30, 2017 and 2016 and 2015 were $142$42 million and $196$142 million, respectively. The change was due to higher payments for fuel costs, decreased collections from customers due to lower retail rates as a result of deferred energy adjustment mechanisms increased customer deposits and the timing of compensation payments,higher contributions to retirement plans, partially offset by lower interest payments for fuel costs.on long-term debt.

In December 2015, the Protecting Americans from Tax Hikes Act of 2015 ("PATH") was signed into law, extending bonus depreciation for qualifying property acquired and placed in-service before January 1, 2020 (bonus depreciation rates will be 50% for 2015-2017, 40% in 2018, and 30% in 2019), with an additional year for certain longer lived assets. Investment tax credits were extended and phased-down for solar projects that are under construction before the end of 2021 (investment tax credit rates are 30% through 2019, 26% in 2020 and 22% in 2021; they revert to the statutory rate of 10% thereafter). As a result of PATH, Sierra Pacific's cash flows from operations are expected to benefit in 2016 and beyond due to bonus depreciation on qualifying assets placed in-service through 2019 and investment tax credits (once the net operating loss is fully utilized) earned on qualifying projects.projects through 2021.

The timing of Sierra Pacific's income tax cash flows from period to period can be significantly affected by the estimated federal income tax payment methods and assumptions for each payment date.

Investing Activities

Net cash flows from investing activities for the six-month periods ended June 30, 2017 and 2016 and 2015 were $(92)$(87) million and $(96)$(92) million, respectively. The change was primarily due to decreased capital expenditures, partially offset by cash received from the sale of securities in 2015.expenditures.

Financing Activities

Net cash flows from financing activities for the six-month periods ended June 30, 2017 and 2016 and 2015 were $(87)$(6) million and $(7)$(87) million, respectively. The change was due to refinancinglower repayments of long-term debt and higherlower dividends paid to NV Energy, Inc. in 2016.2017, partially offset by lower proceeds from issuance of long-term debt.

For a discussion of recent financing transactions, refer to Note 5 of Notes to Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.

Ability to Issue Debt

Sierra Pacific's ability to issue debt is primarily impacted by its financing authority from the PUCN. As of June 30, 2016,2017, Sierra Pacific has financing authority from the PUCN consisting of the ability to: (1) issue additional long-term debt securities of up to $350 million; (2) refinance up to $55 million of long-term debt securities; and (3) maintain a revolving credit facility of up to $600 million. Sierra Pacific's revolving credit facility contains a financial maintenance covenant which Sierra Pacific was in compliance with as of June 30, 2016. In addition, certain financing agreements contain covenants which are currently suspended as Sierra Pacific's senior secured debt is rated investment grade. However, if Sierra Pacific's senior secured debt ratings fall below investment grade by either Moody's Investors Service or Standard & Poor's, Sierra Pacific would be subject to limitations under these covenants.

2017.


Future Uses of Cash

Sierra Pacific has available a variety of sources of liquidity and capital resources, both internal and external, including net cash flows from operating activities, public and private debt offerings, the use of its secured revolving credit facility, capital contributions and other sources. These sources are expected to provide funds required for current operations, capital expenditures, debt retirements and other capital requirements. The availability and terms under which Sierra Pacific has access to external financing depends on a variety of factors, including Sierra Pacific's credit ratings, investors' judgment of risk and conditions in the overall capital markets, including the condition of the utility industry.

Capital Expenditures

Sierra Pacific has significant future capital requirements. Capital expenditure needs are reviewed regularly by management and may change significantly as a result of these reviews, which may consider, among other factors, changes in environmental and other rules and regulations; impacts to customers' rates; outcomes of regulatory proceedings; changes in income tax laws; general business conditions; load projections; system reliability standards; the cost and efficiency of construction labor, equipment and materials; commodity prices; and the cost and availability of capital. Prudently incurred expenditures for compliance-related items such as pollution-control technologies, replacement generation and associated operating costs are generally incorporated into Sierra Pacific's regulated retail rates. Expenditures for certain assets may ultimately include acquisitionsacquisition of existing assets.

Sierra Pacific's historical and forecast capital expenditures, each of which exclude amounts for non-cash equity AFUDC and other non-cash items are as follows (in millions):
Six-Month Periods AnnualSix-Month Periods Annual
Ended June 30, ForecastEnded June 30, Forecast
2015 2016 20162016 2017 2017
          
Distribution$56
 $40
 $104
$40
 $38
 $90
Transmission system investment1
 10
 36
10
 6
 17
Other41
 42
 65
42
 43
 86
Total$98
 $92
 $205
$92
 $87
 $193

Sierra Pacific's forecast capital expenditures include investments that relate to operating projects that consist of routine expenditures for transmission, distribution, generation and other infrastructure needed to serve existing and expected demand.

Contractual Obligations

As of June 30, 2016,2017, there have been no material changes outside the normal course of business in contractual obligations from the information provided in Item 7 of Sierra Pacific's Annual Report on Form 10-K for the year ended December 31, 2015.2016.

Regulatory Matters

Sierra Pacific is subject to comprehensive regulation. Refer to "Regulatory Matters" in Berkshire Hathaway Energy's Part I, Item 2 of this Form 10-Q for discussion regarding Sierra Pacific's current regulatory matters.

Environmental Laws and Regulations

Sierra Pacific is subject to federal, state and local laws and regulations regarding air and water quality, RPS, emissions performance standards, climate change, coal combustion byproduct disposal, hazardous and solid waste disposal, protected species and other environmental matters that have the potential to impact Sierra Pacific's current and future operations. In addition to imposing continuing compliance obligations and capital expenditure requirements, these laws and regulations provide regulators with the authority to levy substantial penalties for noncompliance including fines, injunctive relief and other sanctions. These laws and regulations are administered by the EPA and various state and local agencies. All such laws and regulations are subject to a range of interpretation, which may ultimately be resolved by the courts. Environmental laws and regulations continue to evolve, and Sierra Pacific is unable to predict the impact of the changing laws and regulations on its operations and consolidated financial results. Sierra Pacific believes it is in material compliance with all applicable laws and regulations. Refer to "Liquidity and Capital Resources" for discussion of Sierra Pacific's forecasted environmental-related capital expenditures.



Refer to "Environmental Laws and Regulations" in Berkshire Hathaway Energy's Part I, Item 2 of this Form 10-Q for additional information regarding environmental laws and regulations.



New Accounting Pronouncements

For a discussion of new accounting pronouncements affecting Sierra Pacific, refer to Note 2 of Notes to Consolidated Financial Statements in Sierra Pacific's Part I, Item 1 of this Form 10-Q.

Critical Accounting Estimates

Certain accounting measurements require management to make estimates and judgments concerning transactions that will be settled several years in the future. Amounts recognized on the Consolidated Financial Statements based on such estimates involve numerous assumptions subject to varying and potentially significant degrees of judgment and uncertainty and will likely change in the future as additional information becomes available. Estimates are used for, but not limited to, the accounting for the effects of certain types of regulation, derivatives, impairment of long-lived assets, income taxes and revenue recognition - unbilled revenue. For additional discussion of Sierra Pacific's critical accounting estimates, see Item 7 of Sierra Pacific's Annual Report on Form 10‑K for the year ended December 31, 2015.2016. There have been no significant changes in Sierra Pacific's assumptions regarding critical accounting estimates since December 31, 2015.2016.



Item 3.Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk affecting the Registrants, see Item 7A of each Registrant's Annual Report on Form 10-K for the year ended December 31, 20152016. Each Registrant's exposure to market risk and its management of such risk has not changed materially since December 31, 20152016. Refer to Note 109 of the Notes to Consolidated Financial Statements of Berkshire Hathaway Energy in Part I, Item 1 of this Form 10-Q, Note 6 of the Notes to Consolidated Financial Statements of PacifiCorp in Part I, Item 1 of this Form 10-Q Note 8 of the Notes to Financial Statements of MidAmerican Energy in Part I, Item 1 of this Form 10-Q and Note 67 of the Notes to Consolidated Financial Statements of Nevada Power in Part I, Item 1 of this Form 10-Q for disclosure of the respective Registrant's derivative positions as of June 30, 20162017.

Item 4.Controls and Procedures

At the end of the period covered by this Quarterly Report on Form 10-Q, each of Berkshire Hathaway Energy Company, PacifiCorp, MidAmerican Funding, LLC, MidAmerican Energy Company, Nevada Power Company and Sierra Pacific Power Company carried out separate evaluations, under the supervision and with the participation of each such entity's management, including its Chief Executive Officer (principal executive officer) and its Chief Financial Officer (principal financial officer), or persons performing similar functions, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended). Based upon these evaluations, management of each such entity, including its Chief Executive Officer (principal executive officer) and its Chief Financial Officer (principal financial officer), or persons performing similar functions, in each case, concluded that the disclosure controls and procedures for such entity were effective to ensure that information required to be disclosed by such entity in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission's rules and forms, and is accumulated and communicated to its management, including its Chief Executive Officer (principal executive officer) and its Chief Financial Officer (principal financial officer), or persons performing similar functions, in each case, as appropriate to allow timely decisions regarding required disclosure by it. Each such entity hereby states that there has been no change in its internal control over financial reporting during the quarter ended June 30, 20162017 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.



PART II

Item 1.Legal Proceedings

For a description of certain legal proceedings affecting PacifiCorp, refer to Note 8 of the Notes to Consolidated Financial Statements of PacifiCorp in Part I, Item 1 of this Form 10-Q.Not applicable.

Item 1A.Risk Factors

There has been no material change to each Registrant's risk factors from those disclosed in Item 1A of each Registrant's Annual Report on Form 10-K for the year ended December 31, 20152016.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3.Defaults Upon Senior Securities

Not applicable.

Item 4.Mine Safety Disclosures

Information regarding Berkshire Hathaway Energy's and PacifiCorp's mine safety violations and other legal matters disclosed in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act is included in Exhibit 95 to this Form 10-Q.

Item 5.Other Information

Not applicable.

Item 6.Exhibits

The exhibits listed on the accompanying Exhibit Index are filed as part of this Quarterly Report.



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 BERKSHIRE HATHAWAY ENERGY COMPANY
  
Date: August 5, 20164, 2017/s/ Patrick J. Goodman
 Patrick J. Goodman
 Executive Vice President and Chief Financial Officer
 (principal financial and accounting officer)
  
 PACIFICORP
  
Date: August 5, 20164, 2017/s/ Nikki L. Kobliha
 Nikki L. Kobliha
 Vice President, and Chief Financial Officer and Treasurer
 (principal financial and accounting officer)
  
 MIDAMERICAN FUNDING, LLC
 MIDAMERICAN ENERGY COMPANY
  
Date: August 5, 20164, 2017/s/ Thomas B. Specketer
 Thomas B. Specketer
 Vice President and Controller
 of MidAmerican Funding, LLC
 and Vice President and Chief Financial Officer and Director
 of MidAmerican Energy Company
 (principal financial and accounting officer)
  
 NEVADA POWER COMPANY
  
Date: August 5, 20164, 2017/s/ E. Kevin Bethel
 E. Kevin Bethel
 Senior Vice President and Chief Financial Officer and Director
 (principal financial and accounting officer)
  
 SIERRA PACIFIC POWER COMPANY
  
Date: August 5, 20164, 2017/s/ E. Kevin Bethel
 E. Kevin Bethel
 Senior Vice President and Chief Financial Officer and Director
 (principal financial and accounting officer)


EXHIBIT INDEX

Exhibit No.Description

BERKSHIRE HATHAWAY ENERGY
4.1£120,000,000 Finance Contract, dated December 2, 2015, by and between Northern Powergrid (Northeast) Ltd and the European Investment Bank.
4.2Guarantee and Indemnity Agreement, dated December 8, 2015, by and between Northern Powergrid Holdings Company and the European Investment Bank.
4.3£130,000,000 Finance Contract, dated December 2, 2015, by and between Northern Powergrid (Yorkshire) plc and the European Investment Bank.
4.4Guarantee and Indemnity Agreement, dated December 8, 2015, by and between Northern Powergrid Holdings Company and the European Investment Bank.
4.5Deed of Amendment and Consent, dated March 1, 2016, by and between Northern Powergrid Holdings Company, Northern Powergrid (Yorkshire) plc and the European Investment Bank.
10.1$2,000,000,0001,000,000,000 Credit Agreement, dated as of June 30, 2016,May 11, 2017, among Berkshire Hathaway Energy Company, as Borrower, the Banks, Financial Institutions and Other Institutional Lenders, as Initial Lenders, MUFG Unionand The Bank N.A.of Tokyo-Mitsubishi UFJ, LTD., as Administrative Agent, and the LC Issuing Banks.
10.2Amended and Restated £150,000,000 Facility Agreement, dated April 30, 2015, among Northern Powergrid Holdings Company, as Borrower, and Abbey National Treasury Services plc, Lloyds Bank plc and The Royal Bank of Scotland plc, as Original Lenders.
10.3Amended and Restated Credit Agreement, dated as of July 30, 2015, among AltaLink Investments, L.P., as borrower, AltaLink Investment Management Ltd., as general partner, The Royal Bank of Canada, as administrative agent, and Lenders.
10.4First Amending Agreement to Amended and Restated Credit Agreement, dated as of November 20, 2015, among AltaLink Investments, L.P., as borrower, AltaLink Investment Management Ltd., as general partner, The Royal Bank of Canada, as administrative agent, and Lenders.
10.5Second Amending Agreement to Amended and Restated Credit Agreement, dated as of December 14, 2015, among AltaLink Investments, L.P., as borrower, AltaLink Investment Management Ltd., as general partner, The Royal Bank of Canada, as administrative agent, and Lenders.
10.6Third Amending Agreement to Amended and Restated Credit Agreement, dated as of July 8, 2016, among AltaLink Investments, L.P., as borrower, AltaLink Investment Management Ltd., as general partner, The Royal Bank of Canada, as administrative agent, and Lenders.
10.7Third Amended and Restated Credit Agreement, dated as of December 17, 2015, among AltaLink, L.P., as borrower, AltaLink Management Ltd., as general partner, The Bank of Nova Scotia, as administrative agent, and Lenders.
10.8Fourth Amended and Restated Credit Agreement, dated as of December 17, 2015, among AltaLink, L.P., as borrower, AltaLink Management Ltd., as general partner, The Bank of Nova Scotia, as administrative agent, and Lenders.Agent.
15.1Awareness Letter of Independent Registered Public Accounting Firm.
31.1Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



Exhibit No.Description

PACIFICORP
15.2Awareness Letter of Independent Registered Public Accounting Firm.
31.3Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.3Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.4Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

BERKSHIRE HATHAWAY ENERGY AND PACIFICORP
10.910.2$400,000,000600,000,000 Credit Agreement, dated as of June 30, 2016,2017, among PacifiCorp, as Borrower, the Banks, Financial Institutions and Other Institutional Lenders, as Initial Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, and the LC Issuing Banks.
95Mine Safety Disclosures Required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

MIDAMERICAN ENERGY
15.3Awareness Letter of Independent Registered Public Accounting Firm.
31.5Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.6Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.5Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.6Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

BERKSHIRE HATHAWAY ENERGY AND MIDAMERICAN ENERGY
10.3$900,000,000 Credit Agreement, dated as of June 30, 2017, among MidAmerican Energy Company, as Borrower, the Banks, Financial Institutions and Other Institutional Lenders, as Initial Lenders, Mizuho Bank, LTD., as Administrative Agent, and the LC Issuing Banks.



Exhibit No.Description

MIDAMERICAN FUNDING
31.7Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.8Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.7Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.8Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

NEVADA POWER
15.4Awareness Letter of Independent Registered Public Accounting Firm.
31.9Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.10Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.9Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.10Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIERRA PACIFICBERKSHIRE HATHAWAY ENERGY AND NEVADA POWER
15.54.1Awareness Letter of Independent Registered Public Accounting Firm.Financing Agreement dated May 1, 2017 between Clark County, Nevada and Nevada Power Company (relating to Clark County, Nevada's $39,500,000 Pollution Control Refunding Revenue Bonds (Nevada Power Company Project) Series 2017) (incorporated by reference to Exhibit 4.1 to the Nevada Power Company Current Report on Form 8-K dated May 25, 2017).
4.2Financing Agreement dated May 1, 2017 between the Coconino County, Arizona Pollution Control Corporation and Nevada Power Company (relating to the Coconino County, Arizona Pollution Control Corporation's $53,000,000 Pollution Control Refunding Revenue Bonds (Nevada Power Company Projects) Series 2017A and 2017B) (incorporated by reference to Exhibit 4.2 to the Nevada Power Company Current Report on Form 8-K dated May 25, 2017).
4.3Officer’s Certificate establishing the terms of Nevada Power Company’s General and Refunding Mortgage Notes, Series AA (Nos. AA-1 and AA-2) (incorporated by reference to Exhibit 4.3 to the Nevada Power Company Current Report on Form 8-K dated May 25, 2017).
10.4$400,000,000 Second Amended and Restated Credit Agreement, dated as of June 30, 2017, among Nevada Power Company, as Borrower, the Banks, Financial Institutions and Other Institutional Lenders, as Initial Lenders, Wells Fargo Bank, National Association, as Administrative Agent, and the LC Issuing Banks.

SIERRA PACIFIC
31.11Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.12Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.11Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.12Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


Exhibit No.Description

BERKSHIRE HATHAWAY ENERGY AND SIERRA PACIFIC
4.610.5Officer's Certificate establishing the terms$250,000,000 Second Amended and Restated Credit Agreement, dated as of Sierra Pacific Power Company's 2.60% General and Refunding Mortgage Notes, Series U, due 2026 (incorporated by reference to Exhibit 4.1 to theJune 30, 2017, among Sierra Pacific Power Company, Current Report on Form 8-K dated April 15, 2016).as Borrower, the Banks, Financial Institutions and Other Institutional Lenders, as Initial Lenders, Wells Fargo Bank, National Association, as Administrative Agent, and the LC Issuing Banks.
4.7Financing Agreement dated May 1, 2016 between Washoe County, Nevada and Sierra Pacific Power Company (relating to Washoe County, Nevada's $80,000,000 Water Facilities Refunding Revenue Bonds (Sierra Pacific Power Company Project) Series 2016C, 2016D and 2016E (incorporated by reference to Exhibit 4.1 to the Sierra Pacific Power Company Current Report on Form 8-K dated May 24, 2016).
4.8Financing Agreement dated May 1, 2016 between Washoe County, Nevada and Sierra Pacific Power Company (relating to Washoe County, Nevada's $213,930,000 Gas Facilities Refunding Revenue Bonds, Gas and Water Facilities Refunding Revenue Bonds and Water Facilities Refunding Revenue Bonds (Sierra Pacific Power Company Projects) Series 2016A, 2016B, 2016F and 2016G (incorporated by reference to Exhibit 4.2 to the Sierra Pacific Power Company Current Report on Form 8-K dated May 24, 2016).
4.9Financing Agreement dated May 1, 2016 between Humboldt County, Nevada and Sierra Pacific Power Company (relating to Humboldt County, Nevada's $49,750,000 Pollution Control Refunding Revenue Bonds (Sierra Pacific Power Company Project) Series 2016A and 2016B (incorporated by reference to Exhibit 4.3 to the Sierra Pacific Power Company Current Report on Form 8-K dated May 24, 2016).
4.10Officer’s Certificate establishing the terms of Sierra Pacific Power Company’s General and Refunding Mortgage Notes, Series V (Nos. V-1, V-2 and V-3) (incorporated by reference to Exhibit 4.4 to the Sierra Pacific Power Company Current Report on Form 8-K dated May 24, 2016).



Exhibit No.Description

ALL REGISTRANTS
101
The following financial information from each respective Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 20162017, is formatted in XBRL (eXtensible Business Reporting Language) and included herein: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements, tagged in summary and detail.






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