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 SeptemberJune 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  
     
001-05152 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  
     
333-15387 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 OctoberJuly 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 OctoberJuly 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 OctoberJuly 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 OctoberJuly 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 OctoberJuly 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 OctoberJuly 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 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 a 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 SeptemberJune 30, 20162017, and the related consolidated statements of operations and comprehensive income for the three-month and nine-monthsix-month periods ended SeptemberJune 30, 20162017 and 2015,2016, and of changes in equity and cash flows for the nine-monthsix-month periods ended SeptemberJune 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
NovemberAugust 4, 20162017


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

As ofAs of
September 30, December 31,June 30, December 31,
2016 20152017 2016
ASSETS
Current assets:      
Cash and cash equivalents$1,018
 $1,108
$827
 $721
Trade receivables, net1,852
 1,785
1,854
 1,751
Income taxes receivable53
 319
230
 
Inventories926
 882
893
 925
Mortgage loans held for sale462
 335
408
 359
Other current assets864
 814
954
 917
Total current assets5,175
 5,243
5,166
 4,673
 
  
 
  
Property, plant and equipment, net62,108
 60,769
63,686
 62,509
Goodwill9,085
 9,076
9,204
 9,010
Regulatory assets4,259
 4,155
4,474
 4,307
Investments and restricted cash and investments4,147
 3,367
4,261
 3,945
Other assets1,114
 1,008
1,018
 996
 
  
 
  
Total assets$85,888
 $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
September 30, December 31,June 30, December 31,
2016 20152017 2016
LIABILITIES AND EQUITY
Current liabilities:      
Accounts payable$1,475
 $1,564
$1,214
 $1,317
Accrued interest466
 469
466
 454
Accrued property, income and other taxes804
 372
376
 389
Accrued employee expenses355
 264
302
 261
Regulatory liabilities306
 402
Short-term debt1,886
 974
2,495
 1,869
Current portion of long-term debt1,108
 1,148
1,880
 1,006
Other current liabilities879
 896
1,021
 1,017
Total current liabilities7,279
 6,089
7,754
 6,313
 
  
 
  
Regulatory liabilities2,788
 2,631
3,023
 2,933
BHE senior debt7,417
 7,814
6,770
 7,418
BHE junior subordinated debentures1,444
 2,944
494
 944
Subsidiary debt26,234
 26,066
26,904
 26,748
Deferred income taxes13,486
 12,685
14,211
 13,879
Other long-term liabilities2,744
 2,854
2,783
 2,742
Total liabilities61,392
 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 earnings18,968
 16,906
20,467
 19,448
Accumulated other comprehensive loss, net(1,018) (908)(1,089) (1,511)
Total BHE shareholders' equity24,354
 22,401
25,740
 24,327
Noncontrolling interests142
 134
130
 136
Total equity24,496
 22,535
25,870
 24,463
 
  
 
  
Total liabilities and equity$85,888
 $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 Nine-Month PeriodsThree-Month Periods Six-Month Periods
Ended September 30, Ended September 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
Operating revenue:              
Energy$4,272
 $4,324
 $11,102
 $11,787
$3,598
 $3,280
 $7,179
 $6,830
Real estate820
 745
 2,152
 1,951
956
 841
 1,541
 1,332
Total operating revenue5,092
 5,069
 13,254
 13,738
4,554
 4,121
 8,720
 8,162
              
Operating costs and expenses:              
Energy:              
Cost of sales1,187
 1,354
 3,252
 3,937
1,049
 970
 2,168
 2,065
Operating expense948
 903
 2,739
 2,744
950
 909
 1,833
 1,791
Depreciation and amortization639
 609
 1,898
 1,794
660
 640
 1,270
 1,259
Real estate733
 667
 1,973
 1,790
846
 748
 1,429
 1,240
Total operating costs and expenses3,507
 3,533
 9,862
 10,265
3,505
 3,267
 6,700
 6,355
              
Operating income1,585
 1,536
 3,392
 3,473
1,049
 854
 2,020
 1,807
              
Other income (expense):              
Interest expense(460) (475) (1,401) (1,423)(457) (468) (915) (941)
Capitalized interest14
 18
 128
 69
10
 103
 20
 114
Allowance for equity funds17
 23
 147
 84
18
 115
 35
 130
Interest and dividend income39
 27
 93
 79
27
 27
 53
 54
Other, net15
 (9) 26
 27
(3) 1
 22
 11
Total other income (expense)(375) (416) (1,007) (1,164)(405) (222) (785) (632)
              
Income before income tax expense and equity income1,210
 1,120
 2,385
 2,309
644
 632
 1,235
 1,175
Income tax expense199
 269
 394
 474
83
 121
 135
 195
Equity income36
 33
 96
 89
26
 34
 50
 60
Net income1,047
 884
 2,087
 1,924
587
 545
 1,150
 1,040
Net income attributable to noncontrolling interests11
 10
 25
 23
13
 9
 20
 14
Net income attributable to BHE shareholders$1,036
 $874
 $2,062
 $1,901
$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 Nine-Month PeriodsThree-Month Periods Six-Month Periods
Ended September 30, Ended September 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
              
Net income$1,047
 $884
 $2,087
 $1,924
$587
 $545
 $1,150
 $1,040
              
Other comprehensive loss, net of tax:       
Unrecognized amounts on retirement benefits, net of tax of $7, $7, $26 and $418
 16
 80
 10
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(134) (318) (339) (479)221
 (272) 308
 (205)
Unrealized gains (losses) on available-for-sale securities, net of tax of $53, $(69), $89 and $12180
 (103) 151
 179
Unrealized losses on cash flow hedges, net of tax of $(3), $(6), $(1) and $(9)(3) (7) (2) (13)
Total other comprehensive loss, net of tax(39) (412) (110) (303)
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 income1,008
 472
 1,977
 1,621
883
 375
 1,572
 969
Comprehensive income attributable to noncontrolling interests11
 10
 25
 23
13
 9
 20
 14
Comprehensive income attributable to BHE shareholders$997
 $462
 $1,952
 $1,598
$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
 
 
 1,901
 
 13
 1,914
Other comprehensive loss
 
 
 
 (303) 
 (303)
Distributions
 
 
 
 
 (15) (15)
Common stock purchases
 
 (3) (33) 
 
 (36)
Other equity transactions
 
 (8) 
 
 (4) (12)
Balance, September 30, 201577
 $
 $6,412
 $16,437
 $(797) $136
 $22,188
 
  
  
  
  
  
  
Balance, December 31, 201577
 $
 $6,403
 $16,906
 $(908) $134
 $22,535
77
 $
 $6,403
 $16,906
 $(908) $134
 $22,535
Net income
 
 
 2,062
 
 14
 2,076

 
 
 1,026
 
 8
 1,034
Other comprehensive loss
 
 
 
 (110) 
 (110)
 
 
 
 (71) 
 (71)
Distributions
 
 
 
 
 (14) (14)
 
 
 
 
 (9) (9)
Other equity transactions
 
 1
 
 
 8
 9

 
 1
 
 
 9
 10
Balance, September 30, 201677
 $
 $6,404
 $18,968
 $(1,018) $142
 $24,496
Balance, June 30, 201677
 $
 $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)

Nine-Month PeriodsSix-Month Periods
Ended September 30,Ended June 30,
2016 20152017 2016
Cash flows from operating activities:      
Net income$2,087
 $1,924
$1,150
 $1,040
Adjustments to reconcile net income to net cash flows from operating activities: 
  
 
  
Depreciation and amortization1,922
 1,814
1,292
 1,274
Allowance for equity funds(147) (84)(35) (130)
Equity income, net of distributions(62) (38)(9) (44)
Changes in regulatory assets and liabilities41
 326
21
 (1)
Deferred income taxes and amortization of investment tax credits546
 617
341
 291
Other, net(60) 41
3
 (72)
Changes in other operating assets and liabilities, net of effects from acquisitions:      
Trade receivables and other assets(348) (251)(73) (252)
Derivative collateral, net22
 8
(13) 23
Pension and other postretirement benefit plans(73) (9)(25) (9)
Accrued property, income and other taxes713
 1,608
(244) 557
Accounts payable and other liabilities183
 (47)20
 94
Net cash flows from operating activities4,824
 5,909
2,428
 2,771
 
  
 
  
Cash flows from investing activities: 
  
 
  
Capital expenditures(3,521) (4,251)(1,813) (2,103)
Acquisitions, net of cash acquired(66) (157)(588) (66)
Increase in restricted cash and investments(48) (64)
Decrease in restricted cash and investments30
 9
Purchases of available-for-sale securities(98) (132)(122) (55)
Proceeds from sales of available-for-sale securities125
 123
127
 88
Equity method investments(462) (32)(65) (282)
Other, net(47) 67
(6) (46)
Net cash flows from investing activities(4,117) (4,446)(2,437) (2,455)
 
  
 
  
Cash flows from financing activities: 
  
 
  
Repayments of BHE junior subordinated debentures(1,500) (600)
Repayments of BHE senior debt and junior subordinated debentures(950) (1,000)
Common stock purchases
 (36)(19) 
Proceeds from subsidiary debt1,484
 1,468
1,163
 1,461
Repayments of subsidiary debt(1,613) (712)(668) (1,529)
Net proceeds from (repayments of) short-term debt887
 (473)
Net proceeds from short-term debt617
 465
Other, net(50) (75)(31) (39)
Net cash flows from financing activities(792) (428)112
 (642)
 
  
 
  
Effect of exchange rate changes(5) (1)3
 (4)
 
  
 
  
Net change in cash and cash equivalents(90) 1,034
106
 (330)
Cash and cash equivalents at beginning of period1,108
 617
721
 1,108
Cash and cash equivalents at end of period$1,018
 $1,651
$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 SeptemberJune 30, 20162017 and for the three- and nine-monthsix-month periods ended SeptemberJune 30, 20162017 and 20152016. The results of operations for the three- and nine-monthsix-month periods ended SeptemberJune 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 nine-monthsix-month period ended SeptemberJune 30, 20162017.

(2)    New Accounting Pronouncements

In August 2016,March 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-15,2017-07, which amends 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 is currently evaluatingplans to adopt this guidance effective January 1, 2018 and does not believe the impactadoption of adopting 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)
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.



(3)
(4)
Property, Plant and Equipment, Net

Property, plant and equipment, net consists of the following (in millions):
  As of  As of
Depreciable September 30, December 31,Depreciable June 30, December 31,
Life 2016 2015Life 2017 2016
Regulated assets:        
Utility generation, transmission and distribution systems5-80 years $70,316
 $69,248
5-80 years $72,317
 $71,536
Interstate natural gas pipeline assets3-80 years 6,866
 6,755
3-80 years 6,969
 6,942
 77,182
 76,003
 79,286
 78,478
Accumulated depreciation and amortization (23,305) (22,682) (24,029) (23,603)
Regulated assets, net 53,877
 53,321
 55,257
 54,875
  
  
  
  
Nonregulated assets:  
  
  
  
Independent power plants5-30 years 5,073
 4,751
5-30 years 5,880
 5,594
Other assets3-30 years 983
 875
3-30 years 1,164
 1,002
 6,056
 5,626
 7,044
 6,596
Accumulated depreciation and amortization (1,000) (805) (1,222) (1,060)
Nonregulated assets, net 5,056
 4,821
 5,822
 5,536
  
  
  
  
Net operating assets 58,933
 58,142
 61,079
 60,411
Construction work-in-progress 3,175
 2,627
 2,607
 2,098
Property, plant and equipment, net $62,108
 $60,769
 $63,686
 $62,509

Construction work-in-progress includes $2.6$2.3 billion as of SeptemberJune 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 transmission tariff relief measures for customers and modifications to its capital structure. ALP also amended the GTA in October 2015. 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. 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) 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$17 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 approved the reduced 2016 monthly interim refundable tariff amount in August 2016.

Operating revenue for the nine-month period ended September 30, 2016, included a one-time reduction of $200 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 with higher 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 $11 million and $36 million, respectively, for the three- and nine-monthsix-month periods ended SeptemberJune 30, 2016, with offsetting impacts 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
September 30, December 31,June 30, December 31,
2016 20152017 2016
Investments:      
BYD Company Limited common stock$1,477
 $1,238
$1,381
 $1,185
Rabbi trusts398
 380
427
 403
Other162
 130
128
 106
Total investments2,037
 1,748
1,936
 1,694
 
  
 
  
Equity method investments:      
BHE Renewables tax equity investments811
 741
Electric Transmission Texas, LLC647
 585
694
 672
BHE Renewables tax equity investments635
 168
Bridger Coal Company168
 190
150
 165
Other157
 160
143
 142
Total equity method investments1,607
 1,103
1,798
 1,720
      
Restricted cash and investments: 
  
 
  
Quad Cities Station nuclear decommissioning trust funds454
 429
485
 460
Solar Star and Topaz Projects116
 95
Other161
 129
238
 282
Total restricted cash and investments731
 653
723
 742
 
  
 
  
Total investments and restricted cash and investments$4,375
 $3,504
$4,457
 $4,156
      
Reflected as:      
Current assets$228
 $137
Other current assets$196
 $211
Noncurrent assets4,147
 3,367
4,261
 3,945
Total investments and restricted cash and investments$4,375
 $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 $1.2 billion1,149 million and $1.0 billion953 million as of SeptemberJune 30, 20162017 and December 31, 20152016, respectively.



(6)
Recent Financing Transactions

Long-Term Debt

In SeptemberJuly 2017, Northern Powergrid Metering Limited entered into a £200 million secured amortizing corporate facility with a stated maturity of June 2026. The amortizing facility has a variable interest rate based on the London Interbank Offered Rate plus a spread that varies based on an agreed-upon schedule. In July 2017, Northern Powergrid Metering Limited received proceeds of £120 million under the facility to repay amounts provided by Yorkshire Electricity Group plc which provides internal funds for the continuing smart meter deployment program of Northern Powergrid Metering Limited. Northern Powergrid Metering Limited has entered into interest rate swaps that fix the underlying interest rate on 85% of the outstanding debt.

In July 2017, Cordova Funding Corporation redeemed the remaining $89 million of its 8.48% to 9.07% Series A 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 March 2016,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 $1 billion, plus accrued interest, of its junior subordinated debentures due December 2043, and in June 2016, BHE repaid at par value $500$550 million, plus accrued interest, of its junior subordinated debentures due December 2044.

In June 2016, Marshall Wind Energy, LLC2017, BHE issued a $95$100 million Term Loanof its 5.0% junior subordinated debentures due June 2026 with principal payments beginning December 2016.2057 in exchange for 181,819 shares of BHE no par value common stock held by a minority shareholder. The Term Loan has an underlying variable interest rate based on London Interbank Offered Rate ("LIBOR")junior subordinated debentures are redeemable at BHE's option at any time from and after June 15, 2037, at par plus a fixed credit spread with a one-time increase during the term of the loan. The Company has entered into interest rate swaps that fix the underlying interest rate on 100% of the outstanding debt.accrued and unpaid interest.

In May 2016, ALP2017, Alamo 6, LLC issued C$350$232 million of its 2.747% Series 2016-1 Medium-Term4.17% 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 credit 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 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 September 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 September 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 Nine-Month PeriodsThree-Month Periods Six-Month Periods
Ended September 30, Ended September 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(16) (9) (15) (11)(19) (12) (17) (13)
State income tax, net of federal income tax benefit
 
 
 1
1
 1
 (2) (1)
Income tax effect of foreign income(3) (1) (4) (4)(5) (6) (5) (5)
Equity income1
 1
 1
 1
1
 2
 1
 2
Other, net(1) (2) 

(1)
 (1) (1)
(1)
Effective income tax rate16 % 24 % 17 % 21 %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.

Income tax effect of foreign income includes, among other items, deferred income tax benefits of $16 million recognized in September 2016 upon the enactment of a reduction in the United Kingdom corporate income tax rate from 18% to 17% effective April 1, 2020.

Berkshire Hathaway includes the Company in its United States federal income tax return. For the nine-month periodssix-month period ended SeptemberJune 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 $860 million and $1.8 billion, respectively.$658 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 Nine-Month PeriodsThree-Month Periods Six-Month Periods
Ended September 30, Ended September 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
Pension:              
Service cost$7
 $8
 $22
 $24
$6
 $7
 $12
 $15
Interest cost31
 30
 94
 91
29
 32
 58
 63
Expected return on plan assets(39) (42) (120) (127)(40) (41) (80) (81)
Net amortization12
 13
 36
 41
8
 13
 15
 24
Net periodic benefit cost$11
 $9
 $32
 $29
$3
 $11
 $5
 $21
      ��       
Other postretirement:              
Service cost$2
 $2
 $7
 $8
$2
 $2
 $4
 $5
Interest cost7
 6
 23
 22
8
 8
 14
 16
Expected return on plan assets(10) (10) (31) (33)(11) (10) (21) (21)
Net amortization(2) (1) (9) (7)(4) (4) (7) (7)
Net periodic benefit credit$(3) $(3) $(10) $(10)$(5) $(4) $(10) $(7)

Employer contributions to the domestic pension and other postretirement benefit plans are expected to be $7715 million and $15 million, respectively, during 20162017. As of SeptemberJune 30, 20162017, $737 million and $1$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 Nine-Month PeriodsThree-Month Periods Six-Month Periods
Ended September 30, Ended September 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
              
Service cost$5
 $6
 $16
 $18
$7
 $6
 $13
 $11
Interest cost17
 20
 55
 60
15
 19
 29
 38
Expected return on plan assets(27) (29) (85) (87)(25) (29) (49) (58)
Net amortization11
 17
 34
 49
16
 11
 33
 23
Net periodic benefit cost$6
 $14
 $20
 $40
$13
 $7
 $26
 $14

Employer contributions to the United Kingdom pension plan are expected to be £4139 million during 20162017. As of SeptemberJune 30, 20162017, £3120 million, or $4425 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 nine-month period ended September 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 September 30, 2016         
As of June 30, 2017         
Not designated as hedging contracts:                  
Commodity assets(1)
$15
 $81
 $11
 $2
 $109
$22
 $88
 $5
 $1
 $116
Commodity liabilities(1)
(3) 
 (66) (164) (233)(4) (1) (55) (139) (199)
Interest rate assets12
 
 
 
 12
12
 
 
 
 12
Interest rate liabilities
 
 (6) (14) (20)
 
 (4) (7) (11)
Total24
 81
 (61) (176) (132)30
 87
 (54) (145) (82)
 
  
  
  
   
  
  
  
  
Designated as hedging contracts: 
  
  
  
   
  
  
  
  
Commodity assets
 
 1
 1
 2

 
 2
 6
 8
Commodity liabilities
 
 (21) (16) (37)
 
 (13) (16) (29)
Interest rate assets
 
 
 
 

 6
 
 
 6
Interest rate liabilities
 
 (4) (7) (11)
 
 (2) (1) (3)
Total
 
 (24) (22) (46)
 6
 (13) (11) (18)
 
  
  
  
   
  
  
  
  
Total derivatives24
 81
 (85) (198) (178)30
 93
 (67) (156) (100)
Cash collateral receivable
 
 20
 65
 85

 
 20
 64
 84
Total derivatives - net basis$24
 $81
 $(65) $(133) $(93)$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 SeptemberJune 30, 20162017 and December 31, 20152016, a net regulatory asset of $195162 million and $250148 million, respectively, was recorded related to the net derivative liability of $12483 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 Nine-Month PeriodsThree-Month Periods Six-Month Periods
Ended September 30, Ended September 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
              
Beginning balance$185
 $233
 $250
 $223
$180
 $253
 $148
 $250
Changes in fair value recognized in net regulatory assets18
 47
 5
 104

 (49) 33
 (13)
Net losses reclassified to operating revenue(3) (11) (6) (4)
Net gains (losses) reclassified to operating revenue1
 (3) 14
 (3)
Net losses reclassified to cost of sales(5) (16) (54) (70)(19) (16) (33) (49)
Ending balance$195
 $253
 $195
 $253
$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 Nine-Month PeriodsThree-Month Periods Six-Month Periods
Ended September 30, Ended September 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
              
Beginning balance$26
 $38
 $46
 $32
$23
 $72
 $16
 $46
Changes in fair value recognized in OCI15
 20
 35
 37
7
 (28) 23
 20
Net gains reclassified to operating revenue1
 1
 1
 4
Net losses reclassified to cost of sales(7) (14) (47) (28)(9) (18) (18) (40)
Ending balance$35
 $45
 $35
 $45
$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 nine-monthsix-month periods ended SeptemberJune 30, 20162017 and 20152016, hedge ineffectiveness was insignificant. As of SeptemberJune 30, 20162017, the Company had cash flow hedges with expiration dates extending through June 2026 and $2413 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 September 30, December 31,Measure 2017 2016
Measure 2016 2015    
Electricity purchasesMegawatt hours 2
 10
Megawatt hours 11
 5
Natural gas purchasesDecatherms 321
 317
Decatherms 279
 271
Fuel purchasesGallons 3
 11
Gallons 5
 11
Interest rate swapsUS$ 730
 653
US$ 694
 714
Mortgage sale commitments, netUS$ (375) (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 SeptemberJune 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 $227194 million and $288190 million as of SeptemberJune 30, 20162017 and December 31, 20152016, respectively, for which the Company had posted collateral of $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 SeptemberJune 30, 20162017 and December 31, 20152016, the Company would have been required to post $139112 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 September 30, 2016          
As of June 30, 2017          
Assets:                    
Commodity derivatives $1
 $22
 $88
 $(18) $93
 $2
 $26
 $96
 $(19) $105
Interest rate derivatives 
 1
 11
 
 12
 
 8
 10
 
 18
Mortgage loans held for sale 
 443
 
 
 443
 
 408
 
 
 408
Money market mutual funds(2)
 557
 
 
 
 557
 773
 
 
 
 773
Debt securities:                    
United States government obligations 156
 
 
 
 156
 161
 
 
 
 161
International government obligations 
 3
 
 
 3
 
 4
 
 
 4
Corporate obligations 
 36
 
 
 36
 
 36
 
 
 36
Municipal obligations 
 2
 
 
 2
 
 2
 
 
 2
Agency, asset and mortgage-backed obligations 
 2
 
 
 2
 
 1
 
 
 1
Auction rate securities 
 
 18
 
 18
Equity securities:                    
United States companies 249
 
 
 
 249
 270
 
 
 
 270
International companies 1,483
 
 
 
 1,483
 1,388
 
 
 
 1,388
Investment funds 174
 
 
 
 174
 175
 
 
 
 175
 $2,620

$509

$117

$(18) $3,228
 $2,769

$485

$106

$(19) $3,341
Liabilities:  
  
  
  
  
  
  
  
  
  
Commodity derivatives $(4)
$(234)
$(32)
$103
 $(167) $(2)
$(211)
$(15)
$103
 $(125)
Interest rate derivatives (1) (30) 
 
 (31) 
 (12) (2) 
 (14)
 $(5) $(264) $(32) $103
 $(198) $(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 $8584 million and $10374 million as of SeptemberJune 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 Nine-Month PeriodsThree-Month Periods Six-Month Periods
Ended September 30, Ended September 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$44
 $14
 $18
 $47
 $4
 $44
$72
 $9
 $
 $60
 $6
 $
Changes included in earnings9
 49
 
 8
 103
 

 39
 
 12
 66
 
Changes in fair value recognized in OCI(2) 
 
 (2) 
 6

 
 
 (2) 
 
Changes in fair value recognized in net regulatory assets(1) 
 
 (12) 
 
(3) 
 
 (2) 
 
Purchases1
 
 
 1
 
 
1
 
 
 1
 (2) 
Redemptions
 
 
 
 
 (32)
Settlements5
 (52) 
 14
 (96) 
11
 (40) 
 12
 (62) 
Ending balance$56
 $11
 $18
 $56
 $11
 $18
$81
 $8
 $
 $81
 $8
 $



Three-Month Periods Nine-Month PeriodsThree-Month Periods Six-Month Periods
Ended September 30, Ended September 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$34
 $5
 $45
 $51
 $
 $45
$58
 $11
 $26
 $47
 $4
 $44
Changes included in earnings6
 25
 
 17
 70
 
(20) 29
 
 (1) 54
 
Changes in fair value recognized in OCI(2) 
 (1) (5) 
 (1)6
 
 2
 
 
 6
Changes in fair value recognized in net regulatory assets(4) 
 
 (21) 
 
(5) 
 
 (11) 
 
Purchases
 
 
 1
 
 
Redemptions
 
 (10) 
 
 (32)
Settlements9
 (23) 
 
 (66) 
5
 (26) 
 9
 (44) 
Transfers from Level 2
 
 
 
 3
 
Ending balance$43
 $7
 $44
 $43
 $7
 $44
$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 September 30, 2016 As of December 31, 2015
 Carrying Fair Carrying Fair
 Value Value Value Value
        
Long-term debt$36,203
 $42,970
 $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.KHSA. Consistent with the terms of the amended KHSA, on September 23, 2016, PacifiCorp and 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 the KRRC. Also on September 23, 2016, the KRRC filed an application with the FERC to surrender the license and decommission the facilities, but thefacilities. 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.

Under the amended KHSA, thePacifiCorp and its customers are protected from uncapped dam removal costs and liabilities. The KRRC must indemnify PacifiCorp from liabilities associated with 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. 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 income (loss) 10
 (479) 179
 (13) (303)
Balance, September 30, 2015 $(480) $(891) $569
 $5
 $(797)
          
Balance, December 31, 2015 $(438) $(1,092) $615
 $7
 $(908) $(438) $(1,092) $615
 $7
 $(908)
Other comprehensive income (loss) 80
 (339) 151
 (2) (110) 62
 (205) 71
 1
 (71)
Balance, September 30, 2016 $(358) $(1,431) $766
 $5
 $(1,018)
Balance, June 30, 2016 $(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 SeptemberJune 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 Nine-Month PeriodsThree-Month Periods Six-Month Periods
Ended September 30, Ended September 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
Operating revenue:              
PacifiCorp$1,434
 $1,423
 $3,919
 $3,942
$1,245
 $1,233
 $2,526
 $2,485
MidAmerican Funding797
 681
 2,008
 1,984
659
 585
 1,355
 1,211
NV Energy987
 1,124
 2,309
 2,665
753
 707
 1,337
 1,322
Northern Powergrid220
 265
 748
 852
219
 249
 464
 528
BHE Pipeline Group201
 196
 704
 736
192
 188
 507
 503
BHE Transmission(1)
169
 153
 309
 428
BHE Transmission158
 (18) 324
 140
BHE Renewables273
 269
 582
 583
220
 170
 364
 309
HomeServices820
 745
 2,152
 1,951
956
 841
 1,541
 1,332
BHE and Other(2)
191
 213
 523
 597
BHE and Other(1)
152
 166
 302
 332
Total operating revenue$5,092
 $5,069
 $13,254
 $13,738
$4,554
 $4,121
 $8,720
 $8,162
              
Depreciation and amortization:              
PacifiCorp$193
 $194
 $589
 $584
$202
 $199
 $398
 $396
MidAmerican Funding118
 101
 338
 300
141
 110
 258
 220
NV Energy106
 103
 315
 307
106
 105
 210
 209
Northern Powergrid49
 50
 149
 148
52
 50
 101
 100
BHE Pipeline Group53
 51
 160
 151
43
 54
 73
 107
BHE Transmission61
 56
 177
 147
53
 66
 107
 116
BHE Renewables57
 55
 169
 160
63
 56
 124
 112
HomeServices9
 8
 24
 20
10
 9
 22
 15
BHE and Other(2)
2
 (1) 1
 (3)
BHE and Other(1)

 (1) (1) (1)
Total depreciation and amortization$648
 $617
 $1,922
 $1,814
$670
 $648
 $1,292
 $1,274



Three-Month Periods Nine-Month PeriodsThree-Month Periods Six-Month Periods
Ended September 30, Ended September 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
Operating income:              
PacifiCorp$445
 $437
 $1,108
 $1,037
$338
 $339
 $683
 $663
MidAmerican Funding284
 209
 524
 422
136
 140
 243
 240
NV Energy394
 398
 656
 697
191
 173
 289
 262
Northern Powergrid90
 129
 373
 452
94
 125
 227
 283
BHE Pipeline Group68
 66
 320
 322
55
 60
 263
 252
BHE Transmission(1)
81
 62
 35
 166
73
 (122) 150
 (46)
BHE Renewables157
 153
 233
 225
84
 52
 99
 76
HomeServices87
 78
 179
 161
110
 93
 112
 92
BHE and Other(2)(1)
(21) 4
 (36) (9)(32) (6) (46) (15)
Total operating income1,585

1,536
 3,392

3,473
1,049

854
 2,020

1,807
Interest expense(460) (475) (1,401) (1,423)(457) (468) (915) (941)
Capitalized interest(1)
14
 18
 128
 69
10
 103
 20
 114
Allowance for equity funds(1)
17
 23
 147
 84
18
 115
 35
 130
Interest and dividend income39
 27
 93
 79
27
 27
 53
 54
Other, net15
 (9) 26
 27
(3) 1
 22
 11
Total income before income tax expense and equity income$1,210

$1,120
 $2,385

$2,309
$644

$632
 $1,235

$1,175
 
Interest expense:              
PacifiCorp$95
 $97
 $286
 $287
$95
 $96
 $190
 $191
MidAmerican Funding55
 50
 164
 150
59
 55
 118
 109
NV Energy60
 67
 190
 195
58
 63
 116
 130
Northern Powergrid33
 37
 105
 108
33
 36
 64
 72
BHE Pipeline Group13
 16
 39
 51
10
 13
 22
 26
BHE Transmission40
 37
 114
 110
39
 38
 80
 74
BHE Renewables51
 49
 148
 144
52
 48
 102
 97
HomeServices1
 1
 2
 3
1
 
 2
 1
BHE and Other(2)(1)
112
 121
 353
 375
110
 119
 221
 241
Total interest expense$460
 $475
 $1,401

$1,423
$457
 $468
 $915

$941
 
Operating revenue by country:              
United States$4,697
 $4,643
 $12,185
 $12,444
$4,177
 $3,889
 $7,924
 $7,488
United Kingdom220
 265
 748
 852
219
 249
 464
 528
Canada(1)
170
 154
 313
 434
158
 (17) 324
 143
Philippines and other5
 7
 8
 8

 
 8
 3
Total operating revenue by country$5,092
 $5,069
 $13,254
 $13,738
$4,554
 $4,121
 $8,720
 $8,162
 
Income before income tax expense and equity income by country:              
United States$1,089
 $962
 $1,945
 $1,785
$529
 $498
 $952
 $856
United Kingdom74
 98
 284
 364
62
 91
 164
 210
Canada43
 41
 114
 119
38
 28
 80
 71
Philippines and other4
 19
 42
 41
15
 15
 39
 38
Total income before income tax expense and equity income by country$1,210
 $1,120
 $2,385
 $2,309
$644
 $632
 $1,235
 $1,175




As ofAs of
September 30, December 31,June 30, December 31,
2016 20152017 2016
Total assets:      
PacifiCorp$23,557
 $23,550
$23,626
 $23,563
MidAmerican Funding17,199
 16,315
18,261
 17,571
NV Energy14,424
 14,656
14,188
 14,320
Northern Powergrid6,727
 7,317
6,940
 6,433
BHE Pipeline Group5,115
 4,953
4,900
 5,144
BHE Transmission8,493
 7,553
8,794
 8,378
BHE Renewables6,775
 5,892
7,643
 7,010
HomeServices1,947
 1,705
2,061
 1,776
BHE and Other(2)(1)
1,651
 1,677
1,396
 1,245
Total assets$85,888
 $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 nine-month periods ended September 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 nine-monthsix-month period ended SeptemberJune 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
 
 
 
 
 4
 
 41
 1
 46

 
 
 
 
 
 
 106
 106
Foreign currency translation
 
 
 (92) 
 77
 
 
 (3) (18)
 
 
 36
 
 54
 
 
 90
Other
 
 
 
 (19) 
 
 
 
 (19)
 
 
 
 (2) 
 
 
 (2)
September 30, 2016$1,129
 $2,102
 $2,369
 $964
 $82
 $1,509
 $95
 $835
 $
 $9,085
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 ThirdSecond Quarter and First NineSix Months of 20162017 and 20152016

Overview

Net income for the Company's reportable segments is summarized as follows (in millions):
Third Quarter First Nine MonthsSecond Quarter First Six Months
2016 2015 Change 2016 2015 Change2017 2016 Change 2017 2016 Change
Net income attributable to BHE shareholders:                              
PacifiCorp$254
 $245
 $9
 4 % $596
 $551
 $45
 8 %$176
 $177
 $(1) (1)% $355
 $342
 $13
 4 %
MidAmerican Funding318
 230
 88
 38
 518
 449
 69
 15
131
 127
 4
 3
 233
 200
 33
 17
NV Energy222
 219
 3
 1
 319
 341
 (22) (6)91
 76
 15
 20
 124
 97
 27
 28
Northern Powergrid60
 77
 (17) (22) 228
 281
 (53) (19)53
 70
 (17) (24) 135
 168
 (33) (20)
BHE Pipeline Group36
 32
 4
 13
 175
 168
 7
 4
27
 30
 (3) (10) 148
 139
 9
 6
BHE Transmission57
 46
 11
 24
 173
 137
 36
 26
53
 68
 (15) (22) 113
 116
 (3) (3)
BHE Renewables98
 74
 24
 32
 142
 109
 33
 30
71
 32
 39
 * 105
 44
 61
 *
HomeServices49
 44
 5
 11
 105
 91
 14
 15
62
 55
 7
 13
 62
 56
 6
 11
BHE and Other(58) (93) 35
 38
 (194) (226) 32
 14
(90) (99) 9
 9
 (145) (136) (9) (7)
Total net income attributable to BHE shareholders$1,036
 $874
 $162
 19
 $2,062
 $1,901
 $161
 8
$574
 $536
 $38
 7
 $1,130
 $1,026
 $104
 10


*    Not meaningful



Net income attributable to BHE shareholders increased $162$38 million for the thirdsecond quarter of 20162017 compared to 20152016 due to the following:
PacifiCorp's net income increaseddecreased $1 million due primarily to higher depreciation and amortization of $9 million primarily due tofrom additional plant placed in-service and higher margins of $24 million,operations and maintenance expenses, partially offset by higher operations and maintenance expensegross margins of $12 million. Margins$14 million, excluding the impact of demand side management amortization expense. Gross margins increased primarily due to lower purchased electricity costs, higher retail customer volumes, lower natural gas-fueled generation, higher wheeling revenue and lower average cost of natural gas, partially offset by higher coal costs and lower wholesale electricity revenue. Retail customer load increased by 1.0% due to an increase in the average number of residential and commercial customers primarily in Utah, the impacts of weather on residential customer load and increased usage from irrigation customers,revenue, partially offset by lower commercialaverage retail rates, higher purchased electricity costs and residential customer usage.higher coal costs.
MidAmerican Funding's net income increased $88$4 million due primarily to higher electric gross margins of $102$32 million, excluding the impact of demand side management program costs, and higher recognized production tax credits of $39$5 million, partially offset by higher depreciation and amortization of $17$31 million, due to plant placed in-service and an accrual related to ansubstantially from accruals for Iowa regulatory revenue sharing arrangement, higher interest expense of $5 million primarilyarrangements. Electric gross margins increased due to the issuance of first mortgage bonds in October 2015 and higher income taxes on higher pre-tax income. Electric margins reflect higher retail sales volumes, higher recoveries through bill riders, higher wholesale revenue, higher retail rates in Iowatransmission revenue and higher transmission revenue,retail customer volumes, partially offset by higher energycoal-fueled generation and purchased power costs.
NV Energy's net income increased $3$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 $7 million, higher other income of $3 million and higher electric margins of $1 million, partially offset by higher operating expense of $3 million and higher depreciation and amortization of $3$6 million, due primarily to higher plant in-service.lower rates on outstanding debt balances. Electric gross margins increased due to a refinement of the unbilled revenue estimate, customer growth partially offset by the impacts of weather.and higher customer usage.
Northern Powergrid's net income decreased $17 million due largely due to net asset provisions at the CE Gas business of $16 million, the stronger United States dollar of $11$6 million, higher pension expense of $9 million and higher depreciationlower distribution revenue of $7 million from additional assets placed in-service,$8 million. Distribution revenue decreased due to lower tariff rates and lower units distributed, partially offset by lower income tax expense of $17 million from deferred income tax benefits due to a 1% reduction in the United Kingdom corporate income tax rate. Higher tariff rates were more than 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 increased $4decreased $3 million due mainly to higher transportation revenues from expansion projectsoperating expenses 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 $11decreased $15 million from higherlower earnings at AltaLink of $10 million, due primarily due to additional assets placed in-servicedecreases in contingent liabilities in 2016, and a favorable regulatory decision and from higher earnings at BHE U.S. Transmission of $1$5 million primarily 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 increased $24$39 million due primarily to higher generation at the Solar Star projects due to threetransformer related forced outages in 2016, favorable earnings from tax equity investments reaching commercial operations,operation, additional wind and solar capacity placed in-service and a favorable changeschange in the valuationsvaluation of a power purchase agreement derivative and interest rate swaps and higher production at wind projects, partially offset by lower revenue at Imperial Valley and the Solar Star projects.derivative.
HomeServices' net income increased $5$7 million due primarily to higher earnings at mortgagefrom existing franchise businesses from improved revenues.and acquired brokerage businesses.
BHE and Other net loss improved $35$9 million due primarily to an increase inhigher federal income tax credits recognized on a consolidated basis higher investment returns and lower interest expense due to redemptions of junior subordinated debentures, partially offset by higher other operating costs.



Net income attributable to BHE shareholders increased $161$104 million for the first ninesix months of 20162017 compared to 20152016 due to the following:
PacifiCorp's net income increased $45$13 million due primarily to higher gross margins of $86$41 million, excluding the impact of demand side management amortization expense, partially offset by lower AFUDC of $7 million and higher depreciation and amortization of $5$15 million from additional plant placed in-service and higher property taxes of $3 million. MarginsGross margins increased primarily due to higher retail customer volumes, lower natural gas-fueled generation, higher wholesale revenue lower coal-fueled generation,from higher volumes and short-term market prices, lower purchased electricity costsprices and lower natural gas costs,higher wheeling revenue, partially offset by higher purchased electricity volumes, lower wholesale electricity revenueaverage retail rates and higher coal costs. Retail customer load decreased by 0.4%volumes increased 2.6% due to lowerimpacts of weather on residential customers in Oregon and Washington, higher industrial usage primarily in Utah and Idaho, higher commercial and industrial customer usage partially offset byacross 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 higher residential customer usage, including the impacts of weather.



Oregon.
MidAmerican Funding's net income increased $69$33 million due primarily to higher electric gross margins of $139$53 million, excluding the impact of demand side management program costs, and higher recognized production tax credits of $33 million, lower fossil-fueled generation maintenance of $11 million and lower electric distribution costs of $4$26 million, partially offset by higher depreciation and amortization of $38 million, fromdue to accruals for Iowa regulatory arrangements and wind-powered generation and other plantgenerating facilities placed in-service in the second half of 2016, and an accrual related to an Iowa regulatory revenue sharing arrangement, higher interest expense of $14 million primarilyoperations and maintenance expenses. Electric gross margins increased due to the issuance of first mortgage bonds in October 2015, a pre-tax gain of $13 million in 2015 on the sale of a generating facility leasehigher wholesale revenue from higher sales prices and higher income taxes on higher pre-tax income. Electric margins reflectvolumes, higher retail salescustomer volumes, lower energy costs, higher retail rates in Iowarecoveries 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 revenue.residential and commercial volumes due to milder temperatures.
NV Energy's net income decreased $22increased $27 million due primarily to higher operating expense of $40 million and higher depreciation and amortization of $8 million due to higher plant in-service, partially offset by higher electric gross margins of $8$24 million, excluding the impact of energy efficiency program costs, and lower interest expense of $5 million. Operating expense$15 million, due primarily to lower rates on outstanding debt balances. Electric gross margins 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 $53$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 $21$19 million, net asset provisions at the CE Gas businesslower distribution revenue of $16$10 million and higher depreciationpension expense of $16 million from additional assets placed in-service,$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 $7$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 from lower volumes and rates due to mild winter temperatures and higher depreciation expense.River.
BHE Transmission's net income increased $36decreased $3 million from higher earnings at AltaLink of $29 million primarily due to additional assets placed in-service and favorable regulatory decisions, partially offset by the stronger United States dollar of $6 million, and from higher earnings at BHE U.S. Transmission of $7 million primarily due to higherfrom lower 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 $33$61 million due primarily to threefavorable earnings from tax equity investments reaching commercial operations,operation, additional wind and solar capacity placed in-service, higher production at wind projects and lower project acquisition costs, partially offset by lower revenuesgeneration at the Solar Star project and unfavorableprojects due to transformer related forced outages in 2016, favorable changes in the valuations of the interest rate swapsswap derivatives and a power purchase agreement derivative.higher production at the Casecnan project due to higher rainfall.
HomeServices' net income increased $14$6 million due primarily to higher earnings at mortgage businesses from improved revenues.existing franchise businesses.
BHE and Other net loss improved $32increased $9 million due primarily to income taxes as an increase inlower federal income tax credits and deferred state income tax benefits recognized on a consolidated basis wereand higher other operating costs, partially offset by favorable United Stateslower consolidated deferred state income taxes on foreign earningstax expense due to changes in 2015. Also contributing to the improved results weretax status of certain subsidiaries and lower interest expense and higher investment returns.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):
Third Quarter First Nine MonthsSecond Quarter First Six Months
2016 2015 Change 2016 2015 Change2017 2016 Change 2017 2016 Change
Operating revenue:                              
PacifiCorp$1,434
 $1,423
 $11
 1 % $3,919
 $3,942
 $(23) (1)%$1,245
 $1,233
 $12
 1 % $2,526
 $2,485
 $41
 2 %
MidAmerican Funding797
 681
 116
 17
 2,008
 1,984
 24
 1
659
 585
 74
 13
 1,355
 1,211
 144
 12
NV Energy987
 1,124
 (137) (12) 2,309
 2,665
 (356) (13)753
 707
 46
 7
 1,337
 1,322
 15
 1
Northern Powergrid220
 265
 (45) (17) 748
 852
 (104) (12)219
 249
 (30) (12) 464
 528
 (64) (12)
BHE Pipeline Group201
 196
 5
 3
 704
 736
 (32) (4)192
 188
 4
 2
 507
 503
 4
 1
BHE Transmission169
 153
 16
 10
 309
 428
 (119) (28)158
 (18) 176
 * 324
 140
 184
 *
BHE Renewables273
 269
 4
 1
 582
 583
 (1) 
220
 170
 50
 29
 364
 309
 55
 18
HomeServices820
 745
 75
 10
 2,152
 1,951
 201
 10
956
 841
 115
 14
 1,541
 1,332
 209
 16
BHE and Other191
 213
 (22) (10) 523
 597
 (74) (12)152
 166
 (14) (8) 302
 332
 (30) (9)
Total operating revenue$5,092
 $5,069
 $23
 
 $13,254
 $13,738
 $(484) (4)$4,554
 $4,121
 $433
 11
 $8,720
 $8,162
 $558
 7
 
Operating income:                              
PacifiCorp$445
 $437
 $8
 2 % $1,108
 $1,037
 $71
 7 %$338
 $339
 $(1)  % $683
 $663
 $20
 3 %
MidAmerican Funding284
 209
 75
 36
 524
 422
 102
 24
136
 140
 (4) (3) 243
 240
 3
 1
NV Energy394
 398
 (4) (1) 656
 697
 (41) (6)191
 173
 18
 10
 289
 262
 27
 10
Northern Powergrid90
 129
 (39) (30) 373
 452
 (79) (17)94
 125
 (31) (25) 227
 283
 (56) (20)
BHE Pipeline Group68
 66
 2
 3
 320
 322
 (2) (1)55
 60
 (5) (8) 263
 252
 11
 4
BHE Transmission81
 62
 19
 31
 35
 166
 (131) (79)73
 (122) 195
 * 150
 (46) 196
 *
BHE Renewables157
 153
 4
 3
 233
 225
 8
 4
84
 52
 32
 62
 99
 76
 23
 30
HomeServices87
 78
 9
 12
 179
 161
 18
 11
110
 93
 17
 18 112
 92
 20
 22
BHE and Other(21) 4
 (25) * (36) (9) (27) *(32) (6) (26) * (46) (15) (31) *
Total operating income$1,585
 $1,536
 $49
 3
 $3,392
 $3,473
 $(81) (2)$1,049
 $854
 $195
 23
 $2,020
 $1,807
 $213
 12

*    Not meaningful

PacifiCorp

Operating revenue increased $11$12 million for the thirdsecond quarter of 20162017 compared to 20152016 due to higher retailwholesale and other revenue of $28$15 million, partially offset by lower wholesaleretail revenue of $3 million. Wholesale and other revenue of $17 million. The increase in retail revenue wasincreased due to higher retail customer load of $17 millionwholesale volumes and short-term market prices and higher retailwheeling revenue. Retail revenue decreased due primarily to lower average rates and lower demand side management revenue (offset in operations and maintenance expenses), primarily driven by the establishment of $11 million.the Utah Sustainable Transportation and Energy Plan program, partially offset by higher customer volumes. Retail customer loadvolumes increased by 1.0%2.4% due to higher commercial and industrial usage and an increase in the average number of residential and commercial customers primarily in Utah.

Operating income decreased by $1 million for the second quarter of 2017 compared to 2016 due to higher depreciation and amortization of $9 million from additional plant placed in-service, partially offset by lower operations and maintenance expenses of $7 million and higher gross margins of $3 million. Operations and maintenance expenses decreased due to a decrease in demand side management amortization expense (offset in retail revenue) of $11 million and lower pension 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-fueled generation, partially offset by higher purchased electricity costs from higher volumes and prices and higher coal costs.



Operating revenue increased $41 million for the first six months of 2017 compared to 2016 due to higher wholesale and other revenue of $27 million and higher retail revenue of $14 million. Wholesale and other revenue increased due primarily to higher wholesale volumes and short-term market prices and higher wheeling revenue. Retail revenue increased due to higher customer volumes, partially offset by lower average rates and lower demand side management revenue (offset in operations and maintenance expenses), primarily driven by the establishment of the Utah Sustainable Transportation and Energy Plan program. Retail customer volumes increased 2.6% due to the impacts of weather on residential customer loadcustomers in Oregon and increasedWashington, higher industrial usage from irrigation customers, partially offset by lowerprimarily in Utah and Idaho, higher commercial and residential customer usage. Wholesale and other revenue decreased primarily due to lower wholesale prices and volumes.

Operating income increased $8 million forusage across the third quarter of 2016 compared to 2015 primarily due to higher margins of $24 million, partially offset by higher operationsservice territory and maintenance expense of $12 million. Margins increased due to lower energy costs of $13 million and higher operating revenue of $11 million. Energy costs decreased due to lower purchased electricity costs and lower average cost of natural gas, partially offset by higher coal costs.

Operating revenue decreased $23 million for the first nine months of 2016 compared to 2015 due to lower wholesale and other revenue of $79 million, partially offset by higher retail revenue of $56 million. Wholesale and other revenue decreased primarily due to lower wholesale volumes and lower average wholesale prices. The increase in retail revenue was due to higher rates of $42 million and higher customer load of $14 million. Retail customer load decreased by 0.4% due to lower commercial and industrial customer usage, partially offset by 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 higher residential customer usage, including the impacts of weather.


Oregon.

Operating income increased $71$20 million for the first ninesix months of 20162017 compared to 20152016 due to lower operations and maintenance expenses of $22 million and higher gross margins of $86$18 million, partially offset by higher depreciation and amortization of $5$15 million from additional plant placed in-service and higher property taxes of $3 million. Margins increasedOperations and maintenance expenses decreased due to a decrease in demand side management amortization expense (offset in retail revenue) of $23 million and lower energy costs of $109 million,pension expense, partially offset by lowerhigher 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, of $23 million. Energy costs decreased due to lower coal-fuelednatural gas-fueled generation and lower purchased electricity prices, and lower natural gas costs, partially offset by higher purchased electricity volumes and higher coal costs.

MidAmerican Funding

Operating revenue increased $116$74 million for the thirdsecond quarter of 20162017 compared to 20152016 due to higher electric operating revenue of $107$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 $14 million. Electric operating revenue increased due to higher retail revenue of $81 million and higher wholesale and other revenue of $26 million. Retail revenue increased $29 million from higher recoveries through bill riders, which are substantially offset by cost of sales, operating expense and production tax credits, $23 million from non-weather usage factors, including higher industrial sales volumes, $15 million from the impact of warmer temperatures in 2016 and $14 million from higher electric rates in Iowa effective January 1, 2016. Electric retail customer load increased 3.6% from the favorable impact of temperatures and industrial growth. Electric wholesale and other revenue increased due to higher wholesale prices of $13 million, higher wholesale volumes of $7 million and higher transmission revenue of $6 million related to Multi-Value Projects, which are expected to increase as projects are constructed. Natural gas operating revenue increased primarily due to 15.4% higher wholesale volumes and 1.1% higher retail sales volumes.

Operating income increased $75 million for the third quarter of 2016 compared to 2015 due to higher electric operating income. Electric operating income increased primarily due to the higher operating revenue, partially offset by higher depreciation and amortization of $17 million due to wind generation and other plant placed in-service and an accrual related to an Iowa regulatory revenue sharing arrangement, higher operating expense recovered through bill riders of $7 million and higher energy costs of $5 million from higher purchased power costs and higher natural gas-fueled generation, net of lower coal-fueled generation and greater wind-powered generation.

Operating revenue increased $24 million for the first nine months of 2016 compared to 2015 due to higher electric operating revenue of $100 million, partially offset by lower natural gas operating revenue of $69 million and lower other operating revenue of $7 million. Electric operatingRetail revenue increased due to higher retail revenue of $96 million and higher wholesale and other revenue of $4 million. Retail revenue increased $35$15 million from higher electric rates in Iowa effective January 1, 2016, $33 million from non-weather usage factors, including higher industrial sales volumes, $27 million from warmer cooling season temperatures, net of warmer winter temperatures, in 2016, and $1 million from higher recoveries through bill riders. Electric retail customer load increased 2.9% from the favorable impact of temperatures and industrial growth. Electric wholesale and other revenue increased primarily due to higher wholesale prices of $16 million and higher transmission revenue of $13 million related to Multi-Value Projects, which are expected to increase as projects are constructed, partially offset by lower wholesale volumes of $26 million. Natural gas operating revenue decreased due to a lower average per-unit cost of gas sold of $61 million, which is offset in cost of sales, and 6.3% lower retail sales volumes, primarily from warmer winter temperatures in 2016, partially offset by 5.6% higher wholesale volumes. Other operating revenue decreased primarily due to the completion of major projects of a nonregulated utility construction subsidiary in 2015.

Operating income increased $102 million for the first nine months of 2016 compared to 2015 due to higher electric operating income of $105 million, partially offset by lower natural gas operating income of $3 million. Electric operating income increased due to the higher operating revenue, lower energy costs of $39 million reflecting lower coal-fueled generation in part due to greater wind-powered generation, higher purchased power volumes and higher natural gas-fueled generation, lower fossil-fueled generation maintenance of $11 million from planned outages in 2015 and lower electric distribution costs of $4 million, partially offset by higher depreciation and amortization of $38 million due to wind generation and other plant placed in-service and an accrual related to an Iowa regulatory revenue sharing arrangement and higher operating expense recovered through bill riders of $9 million. Natural gas operating income decreased due to the lower retail sales volumes in the first quarter of 2016.

NV Energy

Operating revenue decreased $137 million for the third quarter of 2016 compared to 2015 due to lower electric operating revenue of $132 million and lower natural gas operating revenue of $4 million primarily due to lower energy rates. Electric operating revenue decreased due to lower retail revenue of $127 million and lower wholesale, transmission and other revenue of $5 million. Retail revenue was lower due to $142 million from lower retail rates primarily from lower energy costs whichthat 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 lowerfrom customer usage, primarily due tofrom the impacts of weather, partially offset by $17$20 million from higher customer growthlower commercial and $4industrial revenue mainly from customers purchasing energy from alternative providers and becoming distribution only customers in 2016 and $13 million from higherof lower energy efficiency rate revenue which is offset(offset in operating expense.expenses). Electric retail customer loadvolumes, including distribution only service customers, increased 1.5%1.4% compared to 2015.


Operating income decreased $4 million for the third quarter of 2016 compared to 2015 due to higher operating expense of $3 million, due to energy efficiency program costs, and higher depreciation and amortization of $3 million, due to higher plant in-service. The decrease in operating income is offset by higher electric margins of $1 million due to lower electric operating revenue offset by lower energy costs of $133 million. Energy costs decreased due to lower net deferred power costs of $145 million and a lower average cost of fuel for generation of $14 million, partially offset by higher purchased power costs of $26 million.

Operating revenue decreased $356 million for the first nine months of 2016 compared to 2015 due to lower electric operating revenue of $339 million and lower natural2016. Natural gas operating revenue of $14 million primarilydecreased due to lower energy rates, partially offset by higher customer usage. Electric operating revenue decreased due to lower retail revenue of $319 million and lower wholesale, transmission and other revenue of $20 million. Retail revenue decreased primarily due to $361 million from lower retail rates primarily from lower energy costs which are passed on to customers through deferred energy adjustment mechanisms, partially offset by $33 million from higher customer growth and $11 million of higher energy efficiency rate revenue, which is offset in operating expense. Electric retail customer load increased 1.4% compared to 2015.

Operating income decreased $41increased $27 million for the first ninesix months of 20162017 compared to 20152016 due to lower operating expenses of $15 million and higher operating expenseelectric gross margins of $40 million,$11 million. Operating expenses decreased due primarily due to benefits from changes in contingent liabilities in 2015, higherlower energy efficiency program costs which is offset(offset in electric operating revenue). Electric gross margins were higher due to the increase in electric operating revenue, higher planned maintenance and other generating costs, and higher property and other taxes, and higher depreciation and amortization of $8 million, due to higher plant in-service. The decrease in operating income ispartially offset by higher electric margins of $8 million from lower electric operating revenue offset by lower energy costs of $347$18 million. Energy costs decreasedincreased due to lower net deferred power costs of $319 million and a lowerhigher average cost of fuel for generation of $82$63 million partially offset byand higher purchased power costs of $54$5 million, partially offset by lower net deferred power costs of $50 million.

Northern Powergrid

Operating revenue decreased $45$30 million for the thirdsecond quarter of 20162017 compared to 20152016 due to the stronger United States dollar of $40$27 million and lower distribution revenue of $5 million and lower contracting revenue of $5$8 million, partially offset by higher smart metermetering revenue of $5$6 million. Distribution revenue decreased due to the recovery in 2015lower tariff rates of the December 2013 customer rebate of $12 million, unfavorable movements in regulatory provisions of $6$4 million and lower units distributed of $6 million, partially offset by higher tariff ratesfavorable movements in regulatory provisions of $19 million.$2 million Operating income decreased $39$31 million for the thirdsecond quarter of 20162017 compared to 20152016 due to the stronger United States dollar of $16$11 million, net asset provisions at the CE Gas businesshigher pension expense of $16$9 million and higher depreciation expense of $7$8 million from additional distribution and smart meter assets placed in-service, partially offset by lower pension costs of $4 million.in-service.



Operating revenue decreased $104$64 million for the first ninesix months of 20162017 compared to 20152016 due to the stronger United States dollar of $72 million, lower distribution revenues of $37$65 million and lower contractingdistribution revenue of $7$10 million, partially offset by higher smart metermetering 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 lower tariff rates of $10 million, mainly reflecting the impact of the new price control period effective April 1, 2015, and unfavorable movements in regulatory provisions of $4$3 million, partially offset by higher tariff rates of $15 million. Operating income decreased $79$56 million for the first ninesix months of 20162017 compared to 20152016 due to the lower distribution revenue, the stronger United States dollar of $34$32 million, net asset provisions at the CE Gas business of $16 million and higher depreciation expense of $16$14 million from additional distributionassets placed in service and smart meter assets in-service, partially offset by the higher smart meter revenue and lower pension costsexpense of $12$10 million.

BHE Pipeline Group

Operating revenue increased $5$4 million for the thirdsecond quarter of 20162017 compared to 20152016 due to higher transportation revenues from expansion projects. Operating income increased $2 million for the third quarter of 2016 compared to 2015 due to theand higher transportation revenues, partially offset by higher depreciation expense.
Operating revenue decreased $32 million for the first nine months of 2016 compared to 2015 due to lower gas sales of $24$13 million at Northern Natural Gas related to system balancing activities which is largely(largely offset in cost of sales, and lower transportation revenues from lower volumes and rates due to mild temperatures, partially offset by higher storage revenuesales) at Northern Natural Gas, due to higher rates.partially offset by lower transportation revenues at Kern River. Operating income decreased $2$5 million for the second quarter of 2017 compared to 2016 due primarily to lower transportation revenues at Kern River and higher operating expenses, partially offset by lower depreciation expense and higher transportation revenues at Northern Natural Gas.

Operating revenue increased $4 million for the first ninesix 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 transportation revenues at Kern River. Operating income increased $11 million for the higher storage revenuefirst six months of 2017 compared to 2016 due primarily to a reduction in expenses and lower operating expenses dueregulatory 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 increased $16$176 million for the thirdsecond quarter of 20162017 compared to 20152016 due to $24 million from additional assets placed in-service and recovery of higher costs and $3 million from a regulatory decision at AltaLink that increased its common equity ratio to 37% from 36%, partially offset by AltaLink's change to the flow through method of recognizing income tax expense, effective January 1, 2016, of $11 million, which is offset in income tax expense. Operating income increased $19 million for the third quarter of 2016 compared to 2015 due to the higher operating revenues and lower operating expenses at AltaLink.
Operating revenue decreased $119 million for the first nine months of 2016 compared to 2015 dueprimarily to a one-time reduction of $200 million from the 2015-2016 GTA decision received in May 2016 at AltaLink AltaLink's change to the flow through method of recognizing income tax expense of $36and $4 million which isfrom additional assets placed in service, partially offset by lower costs recovered in income tax expense,operating revenue and the stronger United States dollar of $19 million, partially offset by $133 million from additional assets placed in-service and recovery of higher costs and $3 million from a regulatory decision at AltaLink that increased its common equity ratio to 37% from 36%.$8 million. Operating income decreased $131increased $195 million for the first nine monthssecond quarter of 20162017 compared to 20152016 due primarily to the lowerhigher operating revenues at AltaLink andrevenue from the stronger United States dollar of $6 million. 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 with higher capitalized interest and allowance for equity funds.

Operating revenue increased $184 million for the first six months of 2017 compared to 2016 due primarily to a one-time reduction of $200 million from the 2015-2016 GTA decision received in May 2016 at AltaLink and $10 million from additional assets placed in service, partially offset by lower costs recovered in operating revenue. Operating income increased $196 million for the first six months of 2017 compared to 2016 due primarily to the changes in operating revenue.

BHE Renewables

Operating revenue increased $4$50 million for the thirdsecond quarter of 20162017 compared to 20152016 due to higher wind generation at the Pinyon Pines and Jumbo RoadSolar Star projects of $5$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 $4$12 million and additional wind capacity placed in-service of $2 million, partially offset by lower solar generation of $4 million at the Solar Star Project and lowerhigher geothermal generation of $2$4 million. Operating income increased $4$32 million for the thirdsecond quarter of 20162017 compared to 20152016 due to the increase in operating revenue.

Operating revenue, decreased $1 million for the first nine months of 2016 compared to 2015 due to lower geothermal generation of $15 million and lower solar generation of $9 million primarily from transformer related forced outages at Solar Star, partially offset by higher wind generation at the Pinyon Pines and Jumbo Road projects of $20 million and additional wind capacity placed in-service of $4 million. Operating income increased $8 million for the first nine months of 2016 compared to 2015 due to lower operating expense of $17$12 million partially offset byand higher depreciation and amortization of $9$7 million, fromeach due primarily to the additional solarwind and windsolar capacity placed in-service. Operating expense decreased due toalso increased from the scope and timing of maintenance at certain geothermal plantsplants.

Operating revenue increased $55 million for the first six months of 2017 compared to 2016 due to additional wind and lowersolar 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 acquisition costs,of $5 million due to higher rainfall and higher geothermal generation of $4 million, partially offset by lower generation at the Topaz project of $7 million due to a scheduled maintenance outage. Operating income increased $23 million for the first six months of 2017 compared to 2016 due to the increase in operating revenue, partially offset by higher operating expense of $22 million and higher depreciation and amortization of $12 million, each due primarily to the additional solarwind and windsolar capacity placed in-service. Operating expense also increased from the scope and timing of maintenance at certain geothermal plants. The change in depreciation and 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 $75$115 million for the thirdsecond quarter 2016of 2017 compared to 20152016 due to a 7.2%6.0% increase in closed brokerage units and a 1.6%9.7% increase in average home sales prices. The increase in operating revenue was due to an increase from existing businesses totaling $15$27 million and an increase in acquired businesses totaling $60$88 million. The increase in revenue from existing businesses reflectsis due to a 0.7%4.1% increase in average home sales prices and $12 million of higher mortgage revenue, partially offset by a 0.4% decrease in closed brokerage units.prices. Operating income increased $9$17 million for the thirdsecond quarter of 20162017 compared to 20152016 due to higher earnings from existing franchise businesses, due mainly to a favorable settlement and a gain on the higher mortgage revenuecollection of notes receivables, and from acquired brokerage businesses, partially offset by lower net revenues at existing brokerage businesses.

Operating revenue increased $201$209 million for the first ninesix months of 20162017 compared to 20152016 due to a 9.3%an 8.2% increase in closed brokerage units and a 1.5%7.3% increase in average home sales prices. The increase in operating revenue was due to an increase from existing businesses totaling $63$68 million and an increase in acquired businesses totaling $138$141 million. The increase in revenue from existing businesses reflectsis due to a 1.1%1.2% increase in closed brokerage units and a 1.9%2.5% increase in average home sales prices and $25 million of higher mortgage revenue.prices. Operating income increased $18$20 million for the first ninesix months of 20162017 compared to 20152016 due primarily to higher earnings from existing franchise businesses, due mainly to a favorable settlement and a gain on the higher mortgage revenue and from acquired brokerage businesses, partially offset by lower net revenues at existing brokerage businesses.

collection of notes receivable.

BHE and Other

Operating revenue decreased $22$14 million for the thirdsecond quarter of 20162017 compared to 20152016 due to lower electricity volumes and rates, partially offset by higher natural gas volumes and pricesrates, at MidAmerican Energy Services, LLC. Operating loss increased $25$26 million for the thirdsecond quarter of 20162017 compared to 20152016 due to higher other operating costs partially offset by higherand lower margins of $10$4 million at MidAmerican Energy Services, LLC.

Operating revenue decreased $74$30 million for the first ninesix 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 $27$31 million for the first ninesix months of 20162017 compared to 20152016 due to higher other operating costs, partially offset by higher margins of $3 million at MidAmerican Energy Services, LLC.costs.

Consolidated Other Income and Expense Items

Interest Expense

Interest expense is summarized as follows (in millions):
Third Quarter First Nine MonthsSecond Quarter First Six Months
2016 2015 Change 2016 2015 Change2017 2016 Change 2017 2016 Change
                              
Subsidiary debt$345
 $351
 $(6) (2)% $1,042
 $1,038
 $4
  %$345
 $347
 $(2) (1)% $691
 $697
 $(6) (1)%
BHE senior debt and other101
 100
 1
 1
 305
 304
 1
 
106
 103
 3
 3
 211
 204
 7
 3
BHE junior subordinated debentures14
 24
 (10) (42) 54
 81
 (27) (33)6
 18
 (12) (67) 13
 40
 (27) (68)
Total interest expense$460
 $475
 $(15) (3) $1,401
 $1,423
 $(22) (2)$457
 $468
 $(11) (2) $915
 $941
 $(26) (3)

Interest expense on subsidiary debt decreased $6$11 million for the thirdsecond quarter of 20162017 compared to 20152016 and increased $4$26 million for the first ninesix months of 20162017 compared to 2015. Net movements in interest expense on subsidiary debt were2016 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,$2.0 billion in 2016, scheduled maturities and principal payments, early redemptions and by the impact of foreign currency exchange rate movements of $6$7 million in the quarter and $16$9 million respectively.

Interest expense on BHE junior subordinated debentures decreased $10 million for the third quarter of 2016 compared to 2015 and $27 million forin the first ninesix months, of 2016 compared to 2015 due to repayments totaling $500 million in each of September 2016, June 2016partially offset by debt issuances at MidAmerican Funding, AltaLink and March 2016 as well as $250 million in December 2015 and $600 million in June 2015.BHE Renewables.

Capitalized Interest

Capitalized interest decreased $4$93 million for the thirdsecond quarter of 20162017 compared to 2015 due to lower construction work-in-progress balances at AltaLink.

Capitalized interest increased $592016 and $94 million for the first ninesix 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, PacifiCorp and BHE Renewables.MidAmerican Energy.



Allowance for Equity Funds

Allowance for equity funds decreased $6$97 million for the thirdsecond quarter of 20162017 compared to 2015 due to lower construction work-in-progress balances at AltaLink.

Allowance for equity funds increased $632016 and $95 million for the first ninesix 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 PacifiCorp, AltaLink and MidAmerican Energy.



Interest and Dividend Income

Interest and dividend income increased $12 million for the third quarter of 2016 compared to 2015 and $14 million for the first nine months of 2016 compared to 2015 primarily due to a dividend from BYD Company Limited.

Other, net

Other, net increased $24decreased $4 million for the thirdsecond quarter of 20162017 compared to 20152016 primarily due to costs associated with the early redemption of subsidiary long-term debt in 2017.

Other, net increased $11 million for the first six months of 2017 compared to 2016 mainly due to higher investment returns and favorable movementschanges in the Pinyon Pinesvaluations of interest rate swapsswap derivatives of $6 million.

Other, net decreased $1 million for the first nine months of 2016 compared to 2015 primarily due to a $13 million gain at MidAmerican Funding on the sale of a generating facility lease in 2015 and unfavorable movements in the Pinyon Pines interest rate swaps of $5$8 million, partially offset by higher investment returns.costs associated with the early redemption of subsidiary long-term debt in 2017.

Income Tax Expense

Income tax expense decreased $70$38 million for the thirdsecond quarter of 20162017 compared to 20152016 and the effective tax rate was 16%13% for 20162017 and 24%19% for 2015.2016. The effective tax rate decreased due to higher production tax credits recognized of $93$43 million, deferred income tax benefits of $16 million due to a 1% reduction in the United Kingdom corporate income tax rate and favorablepartially offset by unfavorable impacts of rate making partially offset by higher income tax expense on higher pre-tax income.of $11 million.

Income tax expense decreased $80$60 million for the first ninesix months of 20162017 compared to 20152016 and the effective tax rate was 11% for 2017 and 17% for 2016 and 21% for 2015.2016. The effective tax rate decreased due to higher production tax credits recognized of $101$62 million favorableand lower consolidated deferred state income tax benefits of $29 million, deferred income tax benefits of $16 millionexpense due to a 1% reductionchanges in the United Kingdom corporate income tax rate and favorable impactsstatus of rate making of $16 million,certain subsidiaries, partially offset by favorable United Stateshigher income taxestax expense on foreign earnings in 2015.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 $336$203 million, or $101$62 million higher than 2015,2016, while production tax credits earned in 20162017 were $267$270 million, or $70$75 million higher than 2015.2016. The difference between production tax credits recognized and earned of $69$67 million as of SeptemberJune 30, 2016,2017, primarily at MidAmerican Energy, will be reflected in earnings over the remainder of 2016.2017.

Equity Income

Equity income increased $3decreased $8 million for the thirdsecond 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 $2 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.

Equity income increased $7 million for the first nine months of 2016 compared to 2015 due to higherlower pre-tax equity earnings of $11 million at Electric Transmission Texas, LLC from continued investment and additional plant placed in-service, partially offset by a loss of $7 million from tax equity investments at BHE Renewables.

Net 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 2017 compared to 2016 due to higher earnings at 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 SeptemberJune 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$73
 $198
 $51
 $357
 $4
 $16
 $319
 $1,018
$6
 $167
 $371
 $15
 $38
 $9
 $221
 $827
                              
Credit facilities(1)
2,000
 1,000
 609
 650
 204
 857
 1,013
 6,333
3,000
 1,000
 909
 650
 195
 1,022
 965
 7,741
Less:                              
Short-term debt(1,010) 
 
 
 (10) (374) (492) (1,886)(1,745) 
 
 
 
 (283) (467) (2,495)
Tax-exempt bond support and letters of credit(7) (150) (190) (80) 
 (7) 
 (434)(7) (92) (220) (80) 
 (8) 
 (407)
Net credit facilities983
 850
 419
 570
 194
 476
 521
 4,013
1,248
 908
 689
 570
 195
 731
 498
 4,839
                              
Total net liquidity$1,056
 $1,048
 $470
 $927
 $198
 $492
 $840
 $5,031
$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
  

(1)Includes the drawn uncommitted credit facilities totaling $10 million at Northern Powergrid.
Operating Activities

Net cash flows from operating activities for the nine-monthsix-month periods ended SeptemberJune 30, 2017 and 2016 and 2015 were $4.8$2.4 billion and $5.9$2.8 billion, respectively. The decrease was due primarily to a change was primarily due to lowerin income tax receipts of $878 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 due to bonus depreciation on qualifying assets placed in-service through 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 nine-monthsix-month periods ended SeptemberJune 30, 2017 and 2016 and 2015 were $(4.1)$(2.437) billion and $(4.4)$(2.455) billion, respectively. The change was due primarily due to lower capital expenditures of $730$290 million partially offset by $474 millionand lower funding of tax equity investments, in 2016.partially offset by higher cash paid for acquisitions.

Financing Activities

Net cash flows from financing activities for the nine-monthsix-month period ended SeptemberJune 30, 20162017 was $(792)$112 million. Uses of cash totaled $3.2 billion and consisted mainly of repayments of subsidiary debt totaling $1.6 billion and repayments of BHE junior subordinated debentures of $1.5 billion. Sources of cash totaled $2.4$1.8 billion from $1.5and consisted of $1.2 billion of proceeds from subsidiary debt issuances and $887$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 nine-monthsix-month period ended SeptemberJune 30, 20152016 was $(428)$(642) million. Uses of cash totaled $1.9$2.6 billion and consisted mainly of repayments of subsidiary debt totaling $712 million, repayment$1.5 billion and repayments of BHE junior subordinated debentures of $600 million, net repayments of short-term debt of $473 million and repurchases of common stock totaling $36 million.$1.0 billion. Sources of cash totaled $1.9 billion and consisted of $1.5 billion related toof 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):
Nine-Month Periods AnnualSix-Month Periods Annual
Ended September 30, ForecastEnded June 30, Forecast
2015 2016 20162016 2017 2017
Capital expenditures by business:
     
Capital expenditures by business:     
PacifiCorp$640
 $586
 $772
$415
 $370
 $825
MidAmerican Funding880
 1,129
 1,588
506
 546
 1,893
NV Energy367
 386
 597
274
 226
 439
Northern Powergrid535
 435
 546
307
 288
 591
BHE Pipeline Group155
 150
 257
74
 83
 362
BHE Transmission735
 386
 469
272
 146
 340
BHE Renewables923
 430
 622
242
 137
 310
HomeServices8
 13
 19
8
 11
 32
BHE and Other8
 6
 14
5
��6
 22
Total$4,251
 $3,521
 $4,884
$2,103
 $1,813
 $4,814

Capital expenditures by type:          
Wind generation$804
 $1,110
 $1,388
$370
 $234
 $1,343
Solar generation729
 15
 105
9
 52
 127
Electric transmission725
 339
 568
234
 190
 353
Environmental97
 52
 86
31
 35
 132
Other development projects44
 26
 127
Other operating1,852
 1,979
 2,610
Other growth198
 256
 567
Operating1,261
 1,046
 2,292
Total$4,251
 $3,521
 $4,884
$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 $732$129 million and $601$172 million for the nine-monthsix-month periods ended SeptemberJune 30, 20162017 and 2015,2016, respectively. MidAmerican Energy anticipates costs for wind-powered generating facilities will total an additional $200$632 million for 2016.2017. In August 2016, the IUB issued an order approving ratemaking principles related to MidAmerican Energy is constructing 599 MW (nominal ratings) that are expectedEnergy's construction of up to be placed in-service in 2016, of which 171 MW (nominal ratings) had been placed in-service as of September 30, 2016, and 2,000 MW (nominal ratings) of wind-powered generating facilities expected to be placed in-service in 2017 through 2019,2019. 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 discussed below.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 is 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, 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 $378$18 million and $201$198 million for the nine-monthsix-month periods ended SeptemberJune 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 $54$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 the state of Nebraska.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 nine-month periods ended September 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 $641 million for the nine-month periods ended September 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.
Other operatinggrowth includes projects to deliver power and services 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, distribution 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 August 2016,April 2017, PacifiCorp filed its 2017 Integrated Resource Plan ("IRP") with its state commissions. The IRP includes investments in renewable energy resources, upgrades to the IUB issuedexisting 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 order approving ratemaking principles related to MidAmerican Energy's construction of up to 2,000 MW (nominal ratings) of additional wind-powered generating facilities expected to be placedestimated $3.5 billion in service incapital investment from 2017 through 2019. The ratemaking principles establish2020. PacifiCorp's forecast capital expenditures for 2018 through 2019 increased $723 million from the forecast included in BHE's 2016 Annual Report on Form 10-K as a cost capresult 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 is intended to mitigate future base rate increases.its 2017 IRP.



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, $474$584 million in 2016 and $85 million through SeptemberJune 30, 20162017, and expects to contribute $195$317 million infor the remainder of 2017 and $136$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 SeptemberJune 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 for 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 rate 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. Sales may be made in the Mitigated BAAs at cost-based rates. 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 filedproposed ratemaking treatment associated with the FERC 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. A settlement was reached with all parties2016, reflecting the difference between base and filed withactual net power costs in the UPSC for approval.2016 deferral period. In October 2016, the UPSC approved the settlement, authorizing recoveryApril 2017, PacifiCorp revised its recommendation and requested approval to refund an additional $7 million to customers resulting in an interim rate reduction of the stipulated amount of $15$14 million. New rates will beThe rate change became effective November 2016.on an interim basis May 1, 2017.

In March 2016,2017, PacifiCorp filed its annual 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, and final rates August 2016.1, 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. A renewable energy tariff was filed with the UPSC in June 2016, which the UPSC approved in August 2016. In September 2016, PacifiCorp filed an application in September 2016 seeking approval of itsa proposed five-year pilot program with an annual budget of $10 million.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. In October 2016, the OPUC issued a preliminary order approving PacifiCorp'stotal rate adjustment. The filing subjectwas updated in July to updates toreflect 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 filed in November 2016 to accountupdated for changes in contracts and market conditions. Finalconditions again in November 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 REC 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. In September 2016,basis until a settlement was reached with all parties infinal order is issued by the case, reducing the requested recovery of the ECAM to $11 million. In October 2016, the WPSC approved a stipulation in which the parties agreed to allow interim rates for the RRA that were effective in May 2016 to become final and the net decrease in rates for the ECAM to become effective in November 2016.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 September 2016, the WUTC issued final orders in PacifiCorp's November 2015 rate filing, two-year rate plan and decoupling mechanism proceeding.in the 2015 regulatory rate review. The WUTC approved a rate increase of $6 million, or 1.7%, effective October 2016 and a second step rate increase ofcompliance filing will include rates based on the $8 million, or 2.3%, increase ordered by the WUTC in September 2016. If approved by the WUTC, the rates would be effective September 2017. The WUTC also approved a revenue decoupling mechanism and accelerated depreciation for coal-fueled generation facilities included in Washington rates. As part of the proposed rate plan, PacifiCorp agreed to not file a general rate case in Washington with rates effective earlier than mid-2018.

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 million effective April 2016.

In September 2016, a compliance filing was madethe ECAM application with the IPUC to update net power costs in base rates effective JanuaryJune 1, 2017. If approved, the filing will result in a decrease in rates of 0.4%.



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 October 2016,August 2017, PacifiCorp filed its post test year adjustment mechanism attrition factor for 2017, requesting an overall increasea rate decrease of $1 million, or 1%.1.1%, through its annual Energy Cost Adjustment Clause. If approved by the CPUC, newthe rates willwould be effective January 2017.2018.

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 an application to acquirepurchase energy from alternative providers of a new electric energyresource and ancillary services from another energy supplier. The application was denied in June 2015 and the customer subsequently filedbecome distribution only service customers. On a petition for reconsideration. In July 2015,case-by-case basis, the PUCN approvedwill 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 settlement betweenlevel designed such that 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.remaining customers are not subjected to increased costs.

In May 2015, three customers, including MGM Resorts International ("MGM") and Wynn Las Vegas, LLC ("Wynn"), filed applications with the PUCN to purchase energy from a provideralternative providers of a new electric resource and become distribution only service customers.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. 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 such that the remaining customers are not subjected to increased costs. In December 2015, the customersapplicants 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 June 2016, MGM and Wynn made the required compliance filings and the PUCN issued orders allowing the customers to acquire electric energy and ancillary services from another energy supplier and become distribution only service customers of Nevada Power. The third customer did not make its compliance filing before the required deadline. In September 2016, MGM and Wynn paid impact fees totaling $97 million.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. There are no applications pursuant to Chapter 704B pending beforeIn 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 Nevada Power's respective service territory.June 2017, the PUCN approved the stipulation as filed.

In JulySeptember 2016, one Sierra Pacific retail electricSwitch, Ltd. ("Switch"), 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 SeptemberDecember 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 withdrew its application; however,and started procuring energy from another retail electricenergy supplier.

In November 2016, Caesars Enterprise Service ("Caesars"), a customer of the Nevada Utilities, filed a similaran application with the PUCN.PUCN to purchase energy from alternative providers of a new electric resource and become a distribution only service 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. In September 2016, the 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 apply those to new net metering customers. In addition, a referendum has been filed in Nevada to modify the statutes applicable to net metering. This referendum was challenged in Nevada state district court and the court determined the referendum was not consistent with the Nevada Constitution. The Nevada state district court decision was appealed to the Nevada Supreme Court. In August 2016, the Nevada Supreme Court upheld the Nevada state district court decision.

In July 2016, the Nevada Utilities filed applications with the 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 September 2016, the PUCN accepted aissued an order accepting the stipulation and approved the applications as modified by the stipulation.
General Rate Cases 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 a petition for reconsideration relating to the additional six MWs of net metering, which was denied in June 2017.

In March 2017, the Nevada Utilities filed a joint 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 2016, Sierra Pacific filed an electric general15, 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 case with the PUCN. The filing requests no incremental annual revenue relief.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 October 2016, Sierra PacificJuly 2017, the Nevada Utilities filed with the PUCN proposed amendments to their tariffs necessary to comply with the provisions of AB 405. The filing in July 2017 also included a settlement agreement resolving most, but not all, issues in the proceeding. If approved by the PUCN, the settlement agreement would reduceproposed optional time of use rate tariff for both Nevada Power and Sierra Pacific’s electric revenue requirement by $3 million. Hearings on the remaining issues are scheduled for November 2016. An order is expected by the end of 2016 and, if approved, would be effective January 1, 2017.Pacific.

Energy Choice Initiative

In JuneNovember 2016, Sierra Pacific filed a gasmajority of Nevada voters supported a ballot measure to amend Article 1 of the Nevada Constitution. If approved again in the general rate caseelection 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 establishing 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 PUCN.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 filing requestsuncertainty created by the ballot initiative complicates both the short-term allocation of resources and 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 slight decrease in its incremental annual revenue requirement. In October 2016, Sierra Pacific filed withrecent decision the PUCN a settlement agreement resolving all issuesissued 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 the proceeding. If approved by the PUCN, the settlement agreement would reduce Sierra Pacific’s gas revenue requirement by $2 million. An order is expected by the end of 2016 and, if approved, would be effective January 1, 2017.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 transmission tariff relief measures for customers and modifications to its capital structure. ALP also amended the GTA in October 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 ("CWIP") 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 CWIP in rate base as part of ALP's transmission tariffs during 2011-2014 less related returns of C$12 million and (ii) 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



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 October 2016, ALP updated its 2015-2016 GTA compliance filing to reflect the impacts of the generic cost of capital decision issued in October 2016. The update asks the AUC to approve ALP's revenue requirement of C$688 million for 2016.
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$697 million, 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 approved the reduced 2016 monthly interim refundable tariff amount in August 2016.
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, AltaLinkALP 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 amendment asksrequests the AUC to approve ALP's revenue requirement of C$891 million for 2017 and C$919 million for 2018. In November 2016, ALP filed itsthe AUC approved the 2017 interim tariff application requesting an interim refundable transmission tariff to beat C$70 million per month effective January 1,2017. 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 $74ALP’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 per month.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$600 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 return on equityprocess timelines with an oral hearing scheduled for 2016 and 2017.March 2018.



Deferral Account Reconciliation Application

In April 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 toits application with 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. In March 2016, intervenors 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.
In October 2016, the AUC released Decision 20622-D01-2016 with respect to its genericALP’s 2014 projects and deferral accounts and specific 2015 projects. The application includes approximately C$2.0 billion in net capital additions. In June 2017, the AUC ruled that the scope of the deferral account proceeding would not be extended to consider the utilization of assets for which final cost of capitalapproval is sought. However, the AUC will initiate a separate proceeding to setaddress the deemed capital structureissue of transmission asset utilization and generic return on equity for 2016how the corporate and 2017. The AUC set the return on equity at 8.3% for 2016 and 8.5% for 2017. ALP's equity ratio was set at 37% for 2016 and 2017. The AUC set deemed common equity ratios for each regulated utility that are consistent with credit ratings in the A category on a stand-alone basis and determined that company specific adjustments were not required for ALP's large capital build program. The AUC also concluded that there was a directional increase in generic business risk, mainly due to concerns with theproperty law principles reflectedapplied in the Utility Asset Disposition ("UAD") decision.
Appeals of Recent AUC Decisions

In March 2015, the AUC issued its(UAD) decision regarding cost of capital matters applicable to all electricity and natural gas utilities under its jurisdiction, including ALP. In its decision, which was retroactively applied to January 1, 2013, the AUC decreased the generic return on equity applicable to all utilities to 8.30% from the previously approved placeholder rate of 8.75% and decreased ALP's equity ratio from 37% to 36% for the years 2013, 2014 and 2015. 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, the AUC issued its 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 State Implementation Plans ("SIPs"),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 Mercury and Air Toxics Standards ("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 and other parties have filed requests with the EPA 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 motion for abeyance and the motions by PacifiCorp and others to take judicial notice of EPA's reconsideration by August 4, 2017. The EPA, on July 25, 2017, also filed an administrative and judicial appealunopposed motion to extend the current deadline for the filing of EPA's finalits brief on the merits of the case from August 1, 2017, to August 29, 2017, to allow the court to rule in September 2016.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 which were published in the Federal Register in July 2016. The public comment period closed September 2, 2016. The EPA’s final action is expected by late 2016.with an effective date of April 26, 2017.



The state of ColoradoNavajo Generating Station, in which Nevada Power is a joint owner with an 11.3% ownership share, is also a source that is subject to the regional haze SIP requires SCR controls at Craig Unit 2BART requirements. In January 2013, the EPA announced a proposed FIP addressing BART and Hayden Units 1 and 2,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 which PacifiCorp has ownership interests. Each of those regional haze compliance projects are either already in service or currently being constructed.2019. In addition, in February 2015, the state of Colorado submitted an amendment to its regional haze SIP relating to Craig Unit 1, in which PacifiCorp has an ownership interest, to require the installation of SCR controls by 2021. As part of an agreement to revise Colorado's regional haze SIP,spring 2017, the owners of the Craig UnitsNavajo 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 2 reached an agreementon July 1, 2017, the Navajo Nation signed the replacement lease with statethe utility owners of the Navajo Generating Station. Two remaining owners, the U.S. Bureau of Reclamation and federal agencies and certain environmental groups to retire Unit 1the City of Los Angeles, must approve the lease by December 31, 2025, or alternatively1, 2017, to removeenable continued operations through 2019. The Navajo Nation, along with the unit from coal-fueled serviceU.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 2021order to complete the transition prior to December 23, 2019. Nevada Power filed the Emissions Reduction and implement a natural gas conversion by 2023. The terms ofCapacity Replacement Plan in May 2014 that proposed to eliminate its ownership participation in the agreement are being incorporated into an amended SIP and will be consideredNavajo Generating Station in 2019, which was approved by the Colorado Air Quality Board for approval in December 2016. The EPA's review and approval process for the amended SIP will follow thereafter.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 cornerstone of the United States' commitment is the Clean Power Plan which was finalized by the EPA in 2015 but is currently stayed by the U.S. Supreme Court pending the outcome of litigation on the rule. The Paris Agreement was signed byAfter 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. On October 4, 2016, the requisite number of countries representing more than 55% of the world'sglobal greenhouse gas emissions ratified the Paris Agreement; as a result,submitted their ratification documents, the Paris Agreement became effective November 4, 2016. Under the terms of the Paris Agreement, ratifying countries are bound for a three-year period and must provide one-year's notice of their intent to withdraw. The earliest dateClean Power Plan, which was finalized by the U.S. could withdrawEPA 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 is November 4, 2020.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 Court of Appeals and any action on a writ of certiorari before the United StatesU.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. A decision by2016, and the court is unlikelyhas 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 issued until early 2017.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 developmentoutcome of any issues should the case be remanded for further action by the EPA and implementation of state plans, and finalizationthe review of the federal plan.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

RegionalThe federal Water Pollution Control Act ("Clean Water Act") establishes the framework for maintaining and State Activities

Several states have promulgated or otherwise participateimproving water quality in state-specific or regional laws or initiativesthe United States through a program that regulates, among other things, discharges to report or mitigate GHG emissions. These are expectedand withdrawals from waterways. The Clean Water Act requires that cooling water intake structures reflect the "best technology available for minimizing adverse environmental impact" to impactaquatic organisms. After significant litigation, the relevant Registrant,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 include:

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 California's Global Warming Solutions Act,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 includes a serieshave water cooling towers, withdraw more than 125 million gallons per day of policies aimed at returning California greenhouse gas emissionswater 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 1990 levels by 2020,withdraw more than two million gallons of water per day. The standards are required to be met as soon as possible after the California Air Resources Board adopted a GHG cap-and-trade program with an effective date of January 1, 2012;the final rule, but no later than eight years thereafter. The costs of compliance obligations were imposed on entities beginning in 2013. PacifiCorp is subjectwith 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 cap-and-trade program as a retail service provider in Californiaconsolidated financial statements. Nevada Power and an importerSierra Pacific do not utilize once-through cooling water intake or discharge structures at any of wholesale energy into California. In 2015, Governor Jerry Brown issued an executive ordertheir generating facilities. All of the Nevada Power and Sierra Pacific generating stations are designed to reduce emissions to 40% below 1990 levelshave either minimal or zero discharge; therefore, they are not impacted by 2030 and 80% by 2050. In September 2016, California Senate Bill 32 was signed into law establishing greenhouse gas emissions reduction targets of 40% below 1990 levels by 2030.the §316(b) final rule.



In September 2016,November 2015, the Washington State DepartmentEPA published final effluent limitation guidelines and standards for the steam electric power generating sector which, among other things, regulate the discharge of Ecology issued a final rule regulating greenhouse gasbottom 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 sources in Washington. The rule regulates greenhouse gases including carbon dioxide, methane, nitrous oxide, hydrofluorocarbons, perfluorocarbonscoal- and sulfur hexafluoride beginning in 2017 with three-year compliance periods thereafter (i.e., 2017-2019, 2020-2022, etc.).natural gas-fueled generating facilities. Under the rule,guidelines, permitting authorities were required to include the Washington State Departmentnew 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 Ecology will establish a greenhouse gas emissions reduction pathwaythe guidelines was filed with the EPA. The EPA granted the request for all covered entities. Covered entities may use emission reduction units, which may be traded with other covered entities, to meet theirreconsideration on April 12, 2017, imposed an immediate administrative stay of compliance requirements. PacifiCorp's resources that are covered underdates in the rule includethat had not passed judicial review, and requested that the Chehalis generating facility, whichcourt 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 a natural gas combined-cycle plant located in Washington state.

Renewable Portfolio Standardscomplete and any judicial review is concluded.

In March 2016, Oregon Senate Bill 1547-B,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 ElectricityWater Act for streams and Coal Transition Plan,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 under 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 granted 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 the 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 into law. SB 1547-B requiresan Executive Order directing the EPA to review and rescind or revise the rule. Until the rule is reviewed and rescinded or fully litigated and finalized, the Registrants cannot determine whether projects that coal-fueled resources are eliminated from Oregon's allocation of electricity by January 1, 2030,include construction and increases the current 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.demolition will face more 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 SeptemberJune 30, 2016,2017, and the related consolidated statements of operations for the three-month and nine-monthsix-month periods ended SeptemberJune 30, 20162017 and 2015,2016, and of changes in shareholders' equity and cash flows for the nine-monthsix-month periods ended SeptemberJune 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
NovemberAugust 4, 20162017



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

 As of As of
 September 30, December 31, June 30, December 31,
 2016 2015 2017 2016
ASSETS
Current assets:        
Cash and cash equivalents $198
 $12
 $167
 $17
Accounts receivable, net 702
 740
 681
 728
Income taxes receivable 
 17
 
 17
Inventories:        
Materials and supplies 229
 233
 231
 228
Fuel 225
 192
 224
 215
Regulatory assets 65
 102
 28
 53
Other current assets 56
 81
 75
 96
Total current assets 1,475
 1,377
 1,406
 1,354
        
Property, plant and equipment, net 19,047
 19,026
 19,141
 19,162
Regulatory assets 1,456
 1,583
 1,535
 1,490
Other assets 411
 381
 378
 388
        
Total assets $22,389
 $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
 September 30, December 31, June 30, December 31,
 2016 2015 2017 2016
LIABILITIES AND SHAREHOLDERS' EQUITY
    
Current liabilities:        
Accounts payable $410
 $473
 $397
 $408
Income taxes payable 116
 
 160
 
Accrued employee expenses 93
 70
 85
 67
Accrued interest 106
 115
 115
 115
Accrued property and other taxes 129
 62
 100
 63
Short-term debt 
 20
 
 270
Current portion of long-term debt and capital lease obligations 67
 68
 92
 58
Regulatory liabilities 45
 34
 61
 54
Other current liabilities 189
 229
 169
 164
Total current liabilities 1,155
 1,071
 1,179
 1,199
        
Regulatory liabilities 963
 938
 1,020
 978
Long-term debt and capital lease obligations 7,026
 7,078
 6,935
 7,021
Deferred income taxes 4,816
 4,750
 4,868
 4,880
Other long-term liabilities 882
 1,027
 914
 926
Total liabilities 14,842
 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 3,077
 3,033
 3,075
 2,921
Accumulated other comprehensive loss, net (11) (11) (12) (12)
Total shareholders' equity 7,547
 7,503
 7,544
 7,390
        
Total liabilities and shareholders' equity $22,389
 $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 Nine-Month PeriodsThree-Month Periods Six-Month Periods
 Ended September 30, Ended September 30,Ended June 30, Ended June 30,
 2016 2015 2016 20152017 2016 2017 2016
               
Operating revenue $1,434
 $1,423
 $3,919
 $3,942
$1,245
 $1,233
 $2,526
 $2,485
  
  
    
       
Operating costs and expenses:               
Energy costs 478
 491
 1,295
 1,404
399
 390
 840
 817
Operations and maintenance 272
 260
 800
 800
258
 265
 506
 528
Depreciation and amortization 193
 188
 576
 567
202
 193
 398
 383
Taxes, other than income taxes 47
 48
 141
 138
48
 46
 99
 94
Total operating costs and expenses 990
 987
 2,812
 2,909
907
 894
 1,843
 1,822
  
  
    
       
Operating income 444
 436
 1,107
 1,033
338
 339
 683
 663
  
  
    
       
Other income (expense):  
  
    
       
Interest expense (95) (95) (285) (283)(95) (95) (190) (190)
Allowance for borrowed funds 4
 4
 12
 14
4
 4
 8
 8
Allowance for equity funds 7
 7
 21
 26
7
 7
 14
 14
Other, net 3
 2
 9
 7
4
 3
 7
 6
Total other income (expense) (81) (82) (243) (236)(80) (81) (161) (162)
  
  
    
       
Income before income tax expense 363
 354
 864
 797
258
 258
 522
 501
Income tax expense 110
 109
 270
 247
83
 82
 168
 160
Net income $253
 $245
 $594
 $550
$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 
 
 
 550
 
 550
Common stock dividends declared 
 
 
 (950) 
 (950)
Balance, September 30, 2015 $2
 $
 $4,479
 $2,888
 $(13) $7,356
  
  
  
  
  
  
Balance, December 31, 2015 $2
 $
 $4,479
 $3,033
 $(11) $7,503
 $2
 $
 $4,479
 $3,033
 $(11) $7,503
Net income 
 
 
 594
 
 594
 
 
 
 341
 
 341
Common stock dividends declared 
 
 
 (550) 
 (550) 
 
 
 (250) 
 (250)
Balance, September 30, 2016 $2
 $
 $4,479
 $3,077
 $(11) $7,547
Balance, June 30, 2016 $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)

 Nine-Month Periods
 Ended September 30, Six-Month Periods
 2016 2015 Ended June 30,
     2017 2016
Cash flows from operating activities:        
Net income $594
 $550
 $354
 $341
Adjustments to reconcile net income to net cash flows from operating activities:        
Depreciation and amortization 576
 567
 398
 383
Allowance for equity funds (21) (26) (14) (14)
Deferred income taxes and amortization of investment tax credits 76
 32
 (5) 67
Changes in regulatory assets and liabilities 85
 41
 24
 53
Other, net 6
 7
 1
 
Changes in other operating assets and liabilities:    
    
Accounts receivable and other assets 19
 14
 60
 55
Derivative collateral, net 2
 (42) (4) 7
Inventories (32) (3) (12) (38)
Income taxes 133
 250
 171
 27
Accounts payable and other liabilities (66) 121
 56
 (84)
Net cash flows from operating activities 1,372
 1,511
 1,029
 797
    
    
Cash flows from investing activities:    
    
Capital expenditures (586) (640) (370) (415)
Other, net 26
 (8) 15
 (9)
Net cash flows from investing activities (560) (648) (355) (424)
    
    
Cash flows from financing activities:    
    
Proceeds from long-term debt 
 250
Repayments of long-term debt and capital lease obligations (56) (116) (53) (55)
Net repayments of short-term debt (20) (20) (270) (20)
Common stock dividends (550) (950) (200) (250)
Other, net 
 (3) (1) (1)
Net cash flows from financing activities (626) (839) (524) (326)
    
    
Net change in cash and cash equivalents 186
 24
 150
 47
Cash and cash equivalents at beginning of period 12
 23
 17
 12
Cash and cash equivalents at end of period $198
 $47
 $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 SeptemberJune 30, 20162017 and for the three- and nine-monthsix-month periods ended SeptemberJune 30, 20162017 and 2015.2016. The Consolidated Statements of Comprehensive Income have been omitted as net income equals comprehensive income for the three- and nine-monthsix-month periods ended SeptemberJune 30, 20162017 and 2015.2016. The results of operations for the three- and nine-monthsix-month periods ended SeptemberJune 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 nine-monthsix-month period ended SeptemberJune 30, 2016.2017.

(2)    New Accounting Pronouncements

In August 2016,March 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-15,2017-07, which amends 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 is currently evaluatingplans to adopt this guidance effective January 1, 2018 and does not believe the impactadoption of adopting 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
  September 30, December 31,  June 30, December 31,
Depreciable Life 2016 2015Depreciable Life 2017 2016
        
Property, plant and equipment in-service5-75 years $27,051
 $26,757
5-75 years $27,505
 $27,298
Accumulated depreciation and amortization (8,658) (8,360) (9,074) (8,793)
Net property, plant and equipment in-service 18,393
 18,397
 18,431
 18,505
Construction work-in-progress 654
 629
 710
 657
Total property, plant and equipment, net $19,047
 $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

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 September 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 Nine-Month PeriodsThree-Month Periods Six-Month Periods
 Ended September 30, Ended September 30,Ended June 30, Ended June 30,
 2016 2015 2016 20152017 2016 2017 2016
Pension:               
Service cost $1
 $1
 $3
 $3
$
 $1
 $
 $2
Interest cost 14
 13
 41
 40
13
 13
 25
 27
Expected return on plan assets (18) (19) (56) (58)(18) (19) (36) (38)
Net amortization 8
 10
 25
 31
3
 9
 7
 17
Net periodic benefit cost $5
 $5
 $13
 $16
Net periodic benefit (credit) cost$(2) $4
 $(4) $8
               
Other postretirement:               
Service cost $1
 $
 $2
 $2
$
 $
 $1
 $1
Interest cost 3
 4
 11
 12
4
 4
 7
 8
Expected return on plan assets (5) (5) (16) (17)(5) (5) (11) (11)
Net amortization (1) (1) (4) (3)(2) (2) (3) (3)
Net periodic benefit credit $(2) $(2) $(7) $(6)$(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 SeptemberJune 30, 2016, $32017, $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 September 30, 2016         
As of June 30, 2017         
Not designated as hedging contracts(1):
                  
Commodity assets$5
 $2
 $4
 $
 $11
$9
 $
 $1
 $
 $10
Commodity liabilities(2) 
 (27) (87) (116)(3) 
 (22) (84) (109)
Total3
 2
 (23) (87) (105)6
 
 (21) (84) (99)
 
  
  
  
  
 
  
  
  
  
Total derivatives3
 2
 (23) (87) (105)6
 
 (21) (84) (99)
Cash collateral receivable
 
 14
 59
 73

 
 15
 58
 73
Total derivatives - net basis$3
 $2
 $(9) $(28) $(32)$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 SeptemberJune 30, 20162017 and December 31, 2015,2016, a regulatory asset of $102$95 million and $133$73 million, respectively, was recorded related to the net derivative liability of $105$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 Nine-Month PeriodsThree-Month Periods Six-Month Periods
 Ended September 30, Ended September 30,Ended June 30, Ended June 30,
 2016 2015 2016 20152017 2016 2017 2016
               
Beginning balance $89
 $99
 $133
 $85
$103
 $144
 $73
 $133
Changes in fair value recognized in net regulatory assets 15
 38
 (4) 65
6
 (45) 30
 (19)
Net (losses) gains reclassified to operating revenue (2) 1
 8
 29
Net gains reclassified to operating revenue1
 2
 13
 10
Net losses reclassified to energy costs 
 (10) (35) (51)(15) (12) (21) (35)
Ending balance $102
 $128
 $102
 $128
$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 September 30, December 31,Unit of June 30, December 31,
Measure 2016 2015Measure 2017 2016
Electricity (sales) purchasesMegawatt hours (6) 1
    
Electricity salesMegawatt hours (1) (3)
Natural gas purchasesDecatherms 92
 111
Decatherms 85
 84
Fuel oil purchasesGallons 3
 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 SeptemberJune 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 SeptemberJune 30, 20162017 and December 31, 2015,2016, respectively, for which PacifiCorp had posted collateral of $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 SeptemberJune 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 September 30, 2016          
As of June 30, 2017          
Assets:                    
Commodity derivatives $
 $11
 $
 $(6) $5
 $
 $10
 $
 $(4) $6
Money market mutual funds(2)
 199
 
 
 
 199
 167
 
 
 
 167
Investment funds 16
 
 
 
 16
 19
 
 
 
 19
 $215
 $11
 $
 $(6) $220
 $186
 $10
 $
 $(4) $192
                    
Liabilities - Commodity derivatives $
 $(116) $
 $79
 $(37) $
 $(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 $73 million and $75$69 million as of SeptemberJune 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 September 30, 2016 As of December 31, 2015
  Carrying Fair Carrying Fair
  Value Value Value Value
         
Long-term debt $7,063
 $8,690
 $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.KHSA. Consistent with the terms of the amended KHSA, on September 23, 2016, PacifiCorp and 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 the KRRC. Also on September 23, 2016, the KRRC filed an application with the FERC to surrender the license and decommission the facilities, but thefacilities. 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.

Under the amended KHSA, thePacifiCorp and its customers are protected from uncapped dam removal costs and liabilities. The KRRC must indemnify PacifiCorp from liabilities associated with 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. 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 nine-month periodsix-month periods ended SeptemberJune 30, 2017 and 2016, PacifiCorp made net cash payments for federal and state income taxes to BHE totaling $61 million. For the nine-month period ended September 30, 2015, PacifiCorp received net cash payments for federal$3 million and state income taxes from BHE totaling $35 million.$65 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 ThirdSecond Quarter and First NineSix Months of 20162017 and 20152016
 
Overview

Net income for the thirdsecond quarter of 20162017 was $253$175 million, an increasea decrease of $8$1 million, or 3%1%, compared to 2015.2016. Net income increased primarilydecreased due to higher marginsdepreciation and amortization of $24$9 million, partially offset by higherlower operations and maintenance expenses of $12$7 million and depreciation and amortizationhigher margins of $5$3 million. Margins increased primarily due to higher retail customer volumes, lower natural gas-fueled generation, higher wheeling revenue, and higher wholesale revenue from higher volumes and short-term market prices, partially offset by lower average retail rates, higher purchased electricity costs from higher retail revenuevolumes and lower natural gas costs, partially offset byprices and higher coal costs and lower wholesale electricity revenue.costs. Retail customer loadvolumes increased by 1.0%2.4% due to higher commercial and industrial usage and an increase in the average number of residential and commercial customers the impacts of weather on residential customer load and increased usage from irrigation customers, partially offset by lower commercial customer usage primarily in Utah. Energy generated remained relatively flatdecreased 1% for the thirdsecond quarter of 20162017 compared to 20152016 primarily due to lower natural gas-fueled and coal-fueled generation, partially offset by higher hydroelectric and wind-poweredcoal generation. Purchased electricity volumes decreased 15% and wholesaleWholesale electricity sales volumes decreased 27%increased 25% and purchased electricity volumes increased 16%.

Net income for the first ninesix months of 20162017 was $594$354 million, an increase of $44$13 million, or 8%4%, compared to 2015.2016. Net income increased primarily due to lower operations and maintenance expenses of $22 million and higher margins of $86$18 million, partially offset by higher depreciation and amortization of $9$15 million and lower AFUDChigher property taxes of $7$3 million. Margins increased primarily due to higher retail customer volumes, lower natural gas-fueled generation, higher wholesale revenue lower coal costs,from higher volumes and short-term market prices, lower purchased electricity costsprices and lower natural gas costs,higher wheeling revenue, partially offset by higher purchased electricity volumes, lower wholesale electricity revenue.average retail rates and higher coal costs. Retail customer load decreased by 0.4%volumes increased 2.6% due to lowerimpacts of weather on residential customers in Oregon and Washington, higher industrial usage primarily in Utah and Idaho, higher commercial and industrial customer usage partially offset byacross 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 higher residential customer usage, including the impacts of weather.Oregon. Energy generated decreased 7%3% for the first ninesix months of 20162017 compared to 20152016 primarily due to lower coal-fuelednatural gas-fueled generation, partially offset by higher hydroelectric wind-powered and natural gas-fueledcoal generation. PurchasedWholesale electricity sales volumes increased 1% and purchased electricity volumes increased 7% and wholesale electricity sales volumes decreased 29%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:

 Third Quarter First Nine Months
 2016 2015 Change 2016 2015 ChangeSecond Quarter First Six Months
                2017 2016 Change 2017 2016 Change
Gross margin (in millions):                               
Operating revenue $1,434
 $1,423
 $11
 1 % $3,919
 $3,942
 $(23) (1)%$1,245
 $1,233
 $12
 1 % $2,526
 $2,485
 $41
 2 %
Energy costs 478
 491
 (13) (3) 1,295
 1,404
 (109) (8)399
 390
 9
 2 % 840
 817
 23
 3 %
Gross margin $956
 $932
 $24
 3
 $2,624
 $2,538
 $86
 3
$846
 $843
 $3
  % $1,686
 $1,668
 $18
 1 %
                               
Sales (GWh):                               
Residential 4,147
 4,022
 125
 3 % 11,909
 11,409
 500
 4 %3,577
 3,502
 75
 2 % 8,038
 7,762
 276
 4 %
Commercial 4,443
 4,641
 (198) (4) 12,597
 12,924
 (327) (3)
Industrial and irrigation 5,804
 5,622
 182
 3
 15,897
 16,293
 (396) (2)
Other 136
 102
 34
 33
 373
 311
 62
 20
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 14,530
 14,387
 143
 1
 40,776
 40,937
 (161) 
13,266
 12,952
 314
 2 % 26,936
 26,246
 690
 3 %
Wholesale 1,513
 2,069
 (556) (27) 4,493
 6,337
 (1,844) (29)1,362
 1,086
 276
 25 % 3,012
 2,980
 32
 1 %
Total sales 16,043
 16,456
 (413) (3) 45,269
 47,274
 (2,005) (4)14,628
 14,038
 590
 4 % 29,948
 29,226
 722
 2 %
                               
Average number of retail customers                               
(in thousands) 1,842
 1,816
 26
 1 % 1,837
 1,809
 28
 2 %1,864
 1,837
 27
 1 % 1,861
 1,835
 26
 1 %
                               
Average revenue per MWh:                               
Retail $93.10
 $92.04
 $1.06
 1 % $90.44
 $88.71
 $1.73
 2 %$87.65
 $89.96
 $(2.31) (3)% $87.22
 $88.96
 $(1.74) (2)%
Wholesale $28.32
 $28.72
 $(0.40) (1)% $25.41
 $30.83
 $(5.42) (18)%$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 10,775
 10,820
 (45)  % 26,637
 31,496
 (4,859) (15)%7,516
 7,130
 386
 5 % 16,356
 15,862
 494
 3 %
Natural gas 2,743
 2,842
 (99) (3) 7,642
 6,696
 946
 14
1,323
 2,573
 (1,250) (49)% 3,161
 4,899
 (1,738) (35)%
Hydroelectric(2)
 488
 407
 81
 20
 2,719
 2,088
 631
 30
Wind and other(2)
 647
 618
 29
 5
 2,337
 2,001
 336
 17
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 14,653
 14,687
 (34) 
 39,335
 42,281
 (2,946) (7)11,107
 11,271
 (164) (1)% 24,044
 24,682
 (638) (3)%
Energy purchased 2,542
 2,976
 (434) (15) 9,031
 8,429
 602
 7
4,237
 3,663
 574
 16 % 7,822
 6,489
 1,333
 21 %
Total 17,195
 17,663
 (468) (3) 48,366
 50,710
 (2,344) (5)15,344
 14,934
 410
 3 % 31,866
 31,171
 695
 2 %
                               
Average cost of energy per MWh:                               
Energy generated(3)
 $20.86
 $20.02
 $0.84
 4 % $19.36
 $19.77
 $(0.41) (2)%
Energy generated(4)
$18.22
 $19.18
 (0.96) (5)% $18.80
 $18.48
 $0.32
 2 %
Energy purchased $49.68
 $52.57
 $(2.89) (5)% $43.02
 $51.58
 $(8.56) (17)%$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 $24 $3 million or 3%, for the thirdsecond quarter of 20162017 compared to 20152016 primarily due to:

$30 million of lower purchased electricity costs due to lower average market prices and lower volumes;

$28 million of higher retail revenues primarilydue to increased customer volumes of 2.4% due to higher retail ratescommercial and a 1.0% increase in retailindustrial customer load due to a 0.7%usage and an increase in the average number of residential and commercial customers and a 0.7% increase due to the impacts of warmer summer temperatures primarily in Utah, partially offset by 0.4% decrease in commercial and residential customer usage; andUtah;

$1218 million of lower natural gas costs primarily due to lower average unit costs.gas-fueled generation as gas prices were higher in 2017;

$8 million due to higher wheeling revenue; and

$8 million of higher wholesale revenue due to higher volumes and higher short-term market prices.

The increases above were partially offset by:

$2421 million of lower average retail rates;

$21 million of higher purchased electricity costs due to 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 primarily due to charges related to damaged longwall mining equipment; and

$17 million of lower wholesale electricity revenue due to lower prices and volumes.costs.

Operations and maintenance increased $12decreased $7 million, or 5%3%, for the thirdsecond quarter of 20162017 compared to 20152016 primarily due to a Washington rate case decision disallowing returns on recent selective catalytic reduction projects.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 $5$9 million, or 3%5%, for the thirdsecond quarter of 20162017 compared to 20152016 primarily due to higher plant-in-service.





Gross margin increased increased $86$18 million, or 3%1%, for the first ninesix months of 20162017 compared to 20152016 primarily due to:

$5664 million of higher retail revenues primarily due to increased customer volumes of 2.6% from the impacts of weather on residential customers in Oregon and Washington, higher retail rates, a 0.8%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 and a 0.3% increase due to the impacts of warmer summer temperatures primarily in Utah, partially offset by a 1.5% decreaselower residential usage in commercialUtah and industrial customer usage;Oregon;

$54 million of lower coal costs due to decreased generation, partially offset by higher average unit costs and charges related to damaged longwall mining equipment;

$46 million of lower purchased electricity costs due to $89 million of lower average market prices, partially offset by $43 million of higher volumes; and

$1821 million of lower natural gas costs primarily due to $67lower gas-fueled generation due to higher gas prices in 2017;

$19 million of higher wholesale revenue due to higher volumes and higher short-term market prices;

$16 million of lower market prices, partially offset by $49average purchased electricity prices;

$9 million due to higher wheeling revenue; and

$7 million of increased generation.higher net deferrals of incurred net power costs in accordance with established adjustment mechanisms.

The increases above were partially offset by:

$8150 million of higher purchased electricity volumes;

$26 million of lower wholesale electricity 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 lower volumes and prices.higher volumes.

Operations and maintenance remained relatively unchangeddecreased $22 million, or 4%, for the first ninesix months of 20162017 compared to 20152016 primarily due to a Washington rate case decision disallowing returns on recent selective catalytic reduction projects,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 insurance recoveries expected fromhigher injury and damage expenses, primarily due to a prior period claim.year accrual for insurance proceeds and current year settlements, and higher labor costs related to storm damage restoration.

Depreciation and amortization increased $9$15 million, or 2%4%, for the first ninesix months of 20162017 compared to 20152016 primarily due to higher plant-in-service.

Taxes, other than income taxes increased $3$5 million, or 2%5% for the first ninesix months of 20162017 compared to 20152016 due to higher property taxes primarily from higher assessed property values.

Allowance for borrowed and equity funds decreased $7 million, or 18%, for the first nine months of 2016 compared to 2015 primarily due lower qualified construction work-in-progress balances.

Income tax expense increased $23$8 million, or 9%5%, for the first ninesix months of 20162017 compared to 20152016 and the effective tax rate was 31%32% for the first nine months of 20162017 and 2015. The increase in income tax expense was primarily due to higher pre-tax book income.2016.



Liquidity and Capital Resources
 
As of SeptemberJune 30, 2016,2017, PacifiCorp's total net liquidity was as follows (in millions):
Cash and cash equivalents $198
 $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 $1,048
 $1,075
    
Credit facilities:    
Maturity dates 2018, 2019
 2020

Operating Activities

Net cash flows from operating activities for the nine-monthsix-month periods ended SeptemberJune 30, 2017 and 2016 were $1,029 million and 2015 were $1.4 billion and $1.5 billion,$797 million, respectively. The change was primarily due to the payment for USA Power final judgment and postjudgmentpost-judgment interest lower receipts from wholesale electricity sales and cash paid for income taxes in the current year compared to cash received for income taxes in the prior year, higher receipts from wholesale and retail customers, and prior year higher cash payments for income taxes, partially offset by lowerincreases in payments for purchased electricity payments, lower fuel payments, higher receipts from retail customers and lower cash collateral posted for derivative contracts.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 due to bonus depreciation on qualifying assets placed 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 nine-monthsix-month periods ended SeptemberJune 30, 2017 and 2016 and 2015 were $(560)$(355) million and $(648)$(424) million, respectively. The change primarily reflects lowera current year decrease in capital expenditures of $54 million in 2016, a 2015 service territory acquisition of $23$45 million and current year net distributions from an affiliate of $20$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 nine-monthsix-month period ended SeptemberJune 30, 20162017 was $(626)$(524) million. Uses of cash consisted substantially of $550$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 nine-month period ended September 30, 2015 was $(839) million. Uses of cash consisted substantially of $950 million for common stock dividends paid to PPW Holdings LLC, $115 million for the repayment of long-term debt 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 SeptemberJune 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 $1.3$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):
Nine-Month Periods AnnualSix-Month Periods Annual
Ended September 30, ForecastEnded June 30, Forecast
2015 2016 20162016 2017 2017
          
Transmission system investment$105
 $68
 $92
$48
 $49
 $122
Environmental83
 42
 63
26
 11
 34
Wind investment
 5
 20
Operating and other452
 476
 617
341
 305
 649
Total$640
 $586
 $772
$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 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 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.

PacifiCorp issued renewable resource2017 RFP 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 executed REC purchase agreements from one wind project offering prior-year vintage RECs and from six solar projects offering RECs thatschedule. Bids will be generated over the period 2016 through 2036. The solar projects are locateddue in Oregon and Utah and have an aggregate capacity of 168.5 MW.October 2017.

Contractual Obligations

As of SeptemberJune 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 SeptemberJune 30, 2016,2017, and the related statements of operations and comprehensive income for the three-month and nine-monthsix-month periods ended SeptemberJune 30, 20162017 and 2015,2016, and of changes in equity and cash flows for the nine-monthsix-month periods ended SeptemberJune 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
NovemberAugust 4, 20162017



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

As of
September 30, December 31,As of
2016 2015June 30, December 31,
   2017 2016
ASSETS
Current assets:      
Cash and cash equivalents$50
 $103
$370
 $14
Receivables, net292
 342
268
 285
Income taxes receivable
 104
94
 9
Inventories264
 238
234
 264
Other current assets19
 58
22
 35
Total current assets625
 845
988
 607
      
Property, plant and equipment, net12,453
 11,723
13,042
 12,821
Regulatory assets1,171
 1,044
1,222
 1,161
Investments and restricted cash and investments663
 634
689
 653
Other assets171
 139
200
 217
      
Total assets$15,083
 $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
September 30, December 31,As of
2016 2015June 30, December 31,
   2017 2016
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:      
Accounts payable$309
 $426
$147
 $303
Accrued interest46
 46
48
 45
Accrued property, income and other taxes183
 125
140
 137
Short-term debt
 99
Current portion of long-term debt250
 34
350
 250
Other current liabilities167
 166
156
 159
Total current liabilities955
 797
841
 993
      
Long-term debt4,018
 4,237
4,543
 4,051
Deferred income taxes3,330
 3,061
3,638
 3,572
Regulatory liabilities806
 831
899
 883
Asset retirement obligations554
 488
528
 510
Other long-term liabilities277
 266
294
 290
Total liabilities9,940
 9,680
10,743
 10,299
      
Commitments and contingencies (Note 11)
 
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 earnings4,583
 4,174
4,837
 4,599
Accumulated other comprehensive loss, net(1) (30)
Total shareholder's equity5,143
 4,705
5,398
 5,160
      
Total liabilities and shareholder's equity$15,083
 $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 Nine-Month Periods
 Ended September 30, Ended September 30,
 2016 2015 2016 2015
Operating revenue:       
Regulated electric$692
 $585
 $1,572
 $1,472
Regulated gas and other103
 95
 432
 502
Total operating revenue795
 680
 2,004
 1,974
        
Operating costs and expenses:       
Cost of fuel, energy and capacity130
 125
 312
 351
Cost of gas sold and other55
 48
 237
 304
Operations and maintenance180
 172
 510
 516
Depreciation and amortization118
 101
 338
 300
Property and other taxes28
 26
 84
 83
Total operating costs and expenses511
 472
 1,481
 1,554
        
Operating income284
 208
 523
 420
        
Other income and (expense):       
Interest expense(50) (44) (147) (133)
Allowance for borrowed funds3
 2
 6
 6
Allowance for equity funds6
 5
 14
 16
Other, net3
 (3) 8
 2
Total other income and (expense)(38) (40) (119) (109)
        
Income before income tax benefit246
 168
 404
 311
Income tax benefit(74) (65) (123) (138)
        
Income from continuing operations320
 233
 527
 449
        
Discontinued operations (Note 3):       
Income from discontinued operations
 2
 
 18
Income tax expense
 1
 
 8
Income on discontinued operations
 1
 
 10
        
Net income$320
 $234
 $527
 $459

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 Nine-Month Periods
 Ended September 30, Ended September 30,
 2016 2015 2016 2015
        
Net income$320
 $234
 $527
 $459
        
Other comprehensive (loss) income, net of tax:       
Unrealized (losses) gains on available-for-sale securities, net of tax of $-, $-, $1 and $-
 (1) 2
 
Unrealized losses on cash flow hedges, net of tax of $-, $(4), $- and $(5)
 (3) 
 (7)
Total other comprehensive (loss) income, net of tax
 (4) 2
 (7)
        
Comprehensive income$320
 $230
 $529
 $452
 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
 459
 
 459
Other comprehensive loss
 
 (7) (7)
Balance, September 30, 2015$561
 $4,171
 $(30) $4,702
       
Balance, December 31, 2015$561
 $4,174
 $(30) $4,705
$561
 $4,174
 $(30) $4,705
Net income
 527
 
 527

 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, September 30, 2016$561
 $4,583
 $(1) $5,143
Balance, June 30, 2016$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)

Nine-Month PeriodsSix-Month Periods
Ended September 30,Ended June 30,
2016 20152017 2016
Cash flows from operating activities:      
Net income$527
 $459
$239
 $207
Adjustments to reconcile net income to net cash flows from operating activities:      
Depreciation and amortization338
 300
258
 220
Deferred income taxes and amortization of investment tax credits113
 24
27
 45
Changes in other assets and liabilities34
 36
19
 21
Other, net(42) (7)(17) (24)
Changes in other operating assets and liabilities:      
Receivables, net(67) 49
17
 (30)
Inventories(26) (33)30
 (18)
Derivative collateral, net4
 49
2
 3
Contributions to pension and other postretirement benefit plans, net(5) (6)(5) (3)
Accounts payable14
 (78)(80) (33)
Accrued property, income and other taxes, net160
 341
(83) 213
Other current assets and liabilities30
 16
2
 8
Net cash flows from operating activities1,080
 1,150
409
 609
      
Cash flows from investing activities:      
Utility construction expenditures(1,129) (880)(545) (506)
Purchases of available-for-sale securities(96) (91)(81) (54)
Proceeds from sales of available-for-sale securities92
 83
77
 55
Other, net5
 4
7
 
Net cash flows from investing activities(1,128) (884)(542) (505)
      
Cash flows from financing activities:      
Proceeds from long-term debt33
 
843
 
Repayments of long-term debt(38) 
(255) (4)
Net repayments of short-term debt
 (50)(99) 
Net cash flows from financing activities(5) (50)489
 (4)
      
Net change in cash and cash equivalents(53) 216
356
 100
Cash and cash equivalents at beginning of period103
 29
14
 103
Cash and cash equivalents at end of period$50
 $245
$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 SeptemberJune 30, 2016,2017, and for the three- and nine-monthsix-month periods ended SeptemberJune 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 nine-monthsix-month periods ended SeptemberJune 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 nine-monthsix-month period ended SeptemberJune 30, 2016.2017.

(2)New Accounting Pronouncements

In August 2016,March 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-15,2017-07, which amends 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 is currently evaluatingplans to adopt this guidance effective January 1, 2018, and does not believe the impactadoption of adopting 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 nine-month periods ended September 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 September 30, 2015, totaled $240 million and $232 million, respectively. Operating revenue and cost of sales of the unregulated retail services business for the nine-month period ended September 30, 2015, totaled $685 million and $648 million, respectively. Cash flows from operating activities of the unregulated retail services business totaled $13 million for the nine-month period ended September 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
 September 30, December 31, June 30, December 31,
Depreciable Life 2016 2015Depreciable Life 2017 2016
Utility plant in service, net:        
Generation20-70 years $10,601
 $10,404
20-70 years $11,308
 $11,282
Transmission52-70 years 1,479
 1,305
52-75 years 1,794
 1,726
Electric distribution20-70 years 3,138
 3,059
20-75 years 3,260
 3,197
Gas distribution28-70 years 1,542
 1,507
29-75 years 1,588
 1,565
Utility plant in service 16,760
 16,275
 17,950
 17,770
Accumulated depreciation and amortization (5,357) (5,229) (5,660) (5,448)
Utility plant in service, net 11,403
 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
 11,409
 11,056
 12,296
 12,328
Construction work in progress 1,044
 667
Construction work-in-progress 746
 493
Property, plant and equipment, net $12,453
 $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.

(5)(4)    Recent Financing Transactions

Long-Term Debt

In September 2016, the Iowa Finance AuthorityFebruary 2017, MidAmerican Energy issued $33$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 Pollution Control Facilities Refunding Revenue Bonds due September 2036,bond obligations and provides for the proceedsissuance of which were loaned to MidAmerican Energy to refinance, in September 2016, variable-rate tax-exempt pollution control refunding revenue bonds totaling $29 million due September 2016 and $4 million due March 2017, which were optionally redeemed in full. Theletters of credit, has a variable interest rate based on the new bonds will initially be resetEurodollar rate or a base rate, at MidAmerican Energy's option, plus a spread that varies based on a weekly basis through remarketingMidAmerican 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 bonds in the short-term tax-exempt market. MidAmerican Energy is contractually responsible for the timely paymentlast day of principal and interest on the bonds.each quarter.




(6)(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 Nine-Month PeriodsThree-Month Periods Six-Month Periods
Ended September 30, Ended September 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(58) (62) (58) (65)(67) (60) (73) (59)
State income tax, net of federal income tax benefit(6) (10) (4) (7)(4) (5) (2) (1)
Effects of ratemaking(1) (2) (3) (7)(5) (2) (7) (6)
Other, net
 
 
 
Effective income tax rate(30)% (39)% (30)% (44)%(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 $416$7 million and $513$308 million for the nine-monthsix-month periods ended SeptemberJune 30, 20162017 and 2015,2016, respectively.

(7)(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 Nine-Month PeriodsThree-Month Periods Six-Month Periods
Ended September 30, Ended September 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
Pension:              
Service cost$3
 $3
 $8
 $9
$3
 $2
 $5
 $5
Interest cost8
 8
 25
 24
7
 9
 15
 17
Expected return on plan assets(11) (11) (33) (34)(11) (11) (22) (22)
Net amortization
 
 1
 1
1
 1
 1
 1
Net periodic benefit cost$
 $
 $1
 $
Net periodic benefit cost (credit)$
 $1
 $(1) $1
              
Other postretirement:              
Service cost$1
 $2
 $4
 $5
$1
 $2
 $2
 $3
Interest cost2
 1
 7
 6
2
 3
 4
 5
Expected return on plan assets(3) (4) (10) (11)(4) (4) (7) (7)
Net amortization(1) 
 (3) (2)(1) (1) (2) (2)
Net periodic benefit credit$(1) $(1) $(2) $(2)$(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 SeptemberJune 30, 2016, $52017, $4 million and $1$- million of contributions had been made to the pension and other postretirement benefit plans, respectively.

(8)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 nine-month period ended September 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.



(9)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 10 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 September 30, 2016:         
Not designated as hedging contracts(1)(2):
         
Commodity assets$2
 $
 $3
 $
 $5
Commodity liabilities
 
 (7) (2) (9)
Total2
 
 (4) (2) (4)
          
Designated as hedging contracts(2):
         
Commodity assets
 
 
 
 
Commodity liabilities
 
 
 
 
Total
 
 
 
 
          
Total derivatives2
 
 (4) (2) (4)
Cash collateral receivable
 
 1
 
 1
Total derivatives - net basis$2
 $
 $(3) $(2) $(3)


 
Other Current
Assets
 
Other
Assets
 
Other Current
Liabilities
 
Other Long-
Term Liabilities
 Total
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 September 30, 2016 and December 31, 2015, a net regulatory asset of $5 million and $20 million, respectively, was recorded related to the net derivative liability of $4 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 Nine-Month Periods
 Ended September 30, Ended September 30,
 2016 2015 2016 2015
        
Beginning balance$3
 $28
 $20
 $38
Changes in fair value recognized in net regulatory assets5
 10
 8
 29
Net losses reclassified to operating revenue(1) (12) (14) (34)
Net losses reclassified to cost of gas sold(2) (3) (9) (10)
Ending balance$5
 $23
 $5
 $23



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 Nine-Month Periods
 Ended September 30, Ended September 30,
 2016 2015 2016 2015
        
Beginning balance$
 $39
 $45
 $34
Transfer to affiliate
 
 (45) 
Changes in fair value recognized in OCI
 21
 
 40
Net gains reclassified to nonregulated cost of sales
 (14) 
 (28)
Ending balance$
 $46
 $
 $46

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 September 30, December 31,
 Measure 2016 2015
      
Electricity purchasesMegawatt hours 
 15
Natural gas purchasesDecatherms 17
 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 September 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 $7 million and $66 million as of September 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 September 30, 2016 and December 31, 2015, MidAmerican Energy would have been required to post $3 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.

(10)(7)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 September 30, 2016:          
As of June 30, 2017:          
Assets:                    
Commodity derivatives $
 $3
 $2
 $(3) $2
 $
 $2
 $2
 $(2) $2
Money market mutual funds(2)
 51
 
 
 
 51
 370
 
 
 
 370
Debt securities:                    
United States government obligations 156
 
 
 
 156
 161
 
 
 
 161
International government obligations 
 3
 
 
 3
 
 4
 
 
 4
Corporate obligations 
 36
 
 
 36
 
 36
 
 
 36
Municipal obligations 
 2
 
 
 2
 
 2
 
 
 2
Agency, asset and mortgage-backed obligations 
 2
 
 
 2
 
 1
 
 
 1
Auction rate securities 
 
 18
 
 18
Equity securities:                    
United States companies 249
 
 
 
 249
 270
 
 
 
 270
International companies 6
 
 
 
 6
 7
 
 
 
 7
Investment funds 9
 
 
 
 9
 14
 
 
 
 14
 $471
 $46
 $20
 $(3) $534
 $822
 $45
 $2
 $(2) $867
                    
Liabilities - commodity derivatives $(1) $(4) $(4) $4
 $(5) $
 $(6) $(3) $3
 $(6)


 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 December 31, 2015:          
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 $1 million and $28$1 million as of SeptemberJune 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 9 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 Nine-Month PeriodsThree-Month Periods Six-Month Periods
Ended September 30, Ended September 30,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) $
Commodity
Derivatives
 
Auction Rate
Securities
 
Commodity
Derivatives
 Auction Rate Securities       
2016:              
Beginning balance$(2) $18
 $(6) $26
$(4) $26
 $(6) $26
Transfer to affiliate
 
 (4) 

 
 (4) 
Changes in fair value recognized in OCI
 
 
 3

 2
 
 3
Changes in fair value recognized in net regulatory assets(1) 
 (5) 
(3) 
 (4) 
Redemptions
 
 
 (11)
 (10) 
 (11)
Settlements1
 
 13
 
5
 
 12
 
Ending balance$(2) $18
 $(2) $18
$(2) $18
 $(2) $18
       
2015:       
Beginning balance$(7) $27
 $12
 $26
Changes included in earnings2
 
 6
 
Changes in fair value recognized in OCI(2) (1) (5) 
Changes in fair value recognized in net regulatory assets(5) 
 (20) 
Purchases
 
 1
 
Settlements5
 
 (1) 
Ending balance$(7) $26
 $(7) $26

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 September 30, 2016 As of December 31, 2015
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
        
Long-term debt$4,268
 $5,000
 $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

(11)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 by the second quarter ofin 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 an $11a $9 million liability for refunds under both complaintsthe second complaint of amounts collected under the higher ROE from November 2013February 2015 through September 30,May 2016.

(12)(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 loss 
 (7) (7)
Balance at September 30, 2015 $(3) $(27) $(30)
       
Balance, December 31, 2015 $(3) $(27) $(30)
Other comprehensive income 2
 
 2
Dividend (Note 3) 
 27
 27
Balance, September 30, 2016 $(1) $
 $(1)

For information regarding cash flow hedge reclassifications from AOCI to net income in their entirety, refer to Note 9.


  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)

(13)(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 Nine-Month PeriodsThree-Month Periods Six-Month Periods
Ended September 30, Ended September 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
Operating revenue:              
Regulated electric$692
 $585
 $1,572
 $1,472
$537
 $481
 $970
 $880
Regulated gas102
 94
 430
 499
120
 102
 382
 328
Other1
 1
 2
 3
1
 1
 1
 1
Total operating revenue$795
 $680
 $2,004
 $1,974
$658
 $584
 $1,353
 $1,209
              
Depreciation and amortization:              
Regulated electric$107
 $91
 $306
 $270
$130
 $100
 $237
 $199
Regulated gas11
 10
 32
 30
11
 10
 21
 21
Total depreciation and amortization$118
 $101
 $338
 $300
$141
 $110
 $258
 $220
 
  
  
  
 
  
  
  
Operating income:              
Regulated electric$289
 $215
 $481
 $376
$128
 $135
 $195
 $192
Regulated gas(5) (6) 42
 45
7
 4
 47
 47
Other
 (1) 
 (1)
Total operating income$284
 $208
 $523
 $420
$135
 $139
 $242
 $239

As ofAs of
September 30,
2016
 December 31,
2015
June 30,
2017
 December 31,
2016
Total assets:      
Regulated electric$13,842
 $12,970
$14,871
 $14,113
Regulated gas1,240
 1,251
1,269
 1,345
Other(1)
1
 164
1
 1
Total assets$15,083
 $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 SeptemberJune 30, 2016,2017, and the related consolidated statements of operations and comprehensive income for the three-month and nine-monthsix-month periods ended SeptemberJune 30, 20162017 and 2015,2016, and of changes in equity and cash flows for the nine-monthsix-month periods ended SeptemberJune 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
NovemberAugust 4, 20162017



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

As of
September 30, December 31,As of
2016 2015June 30, December 31,
   2017 2016
ASSETS
Current assets:      
Cash and cash equivalents$51
 $103
$371
 $15
Receivables, net295
 346
268
 287
Income taxes receivable
 104
98
 9
Inventories264
 238
234
 264
Other current assets18
 58
22
 35
Total current assets628
 849
993
 610
      
Property, plant and equipment, net12,466
 11,737
13,056
 12,835
Goodwill1,270
 1,270
1,270
 1,270
Regulatory assets1,171
 1,044
1,222
 1,161
Investments and restricted cash and investments665
 636
691
 655
Other assets172
 138
201
 216
      
Total assets$16,372
 $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
September 30, December 31,As of
2016 2015June 30, December 31,
   2017 2016
LIABILITIES AND MEMBER'S EQUITY
Current liabilities:      
Accounts payable$309
 $427
$147
 $302
Accrued interest49
 53
55
 52
Accrued property, income and other taxes183
 125
140
 138
Note payable to affiliate38
 139
41
 31
Short-term debt
 99
Current portion of long-term debt250
 34
350
 250
Other current liabilities167
 166
156
 160
Total current liabilities996
 944
889
 1,032
      
Long-term debt4,343
 4,563
4,869
 4,377
Deferred income taxes3,325
 3,056
3,635
 3,568
Regulatory liabilities806
 831
899
 883
Asset retirement obligations554
 488
528
 510
Other long-term liabilities277
 267
294
 291
Total liabilities10,301
 10,149
11,114
 10,661
      
Commitments and contingencies (Note 11)
 
Commitments and contingencies (Note 8)
 
      
Member's equity:      
Paid-in capital1,679
 1,679
1,679
 1,679
Retained earnings4,393
 3,876
4,640
 4,407
Accumulated other comprehensive loss, net(1) (30)
Total member's equity6,071
 5,525
6,319
 6,086
      
Total liabilities and member's equity$16,372
 $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 Nine-Month Periods
 Ended September 30, Ended September 30,
 2016 2015 2016 2015
Operating revenue:       
Regulated electric$692
 $585
 $1,572
 $1,472
Regulated gas and other105
 96
 436
 512
Total operating revenue797
 681
 2,008
 1,984
        
Operating costs and expenses:       
Cost of fuel, energy and capacity130
 125
 312
 351
Cost of gas sold and other56
 48
 239
 311
Operations and maintenance181
 172
 511
 517
Depreciation and amortization118
 101
 338
 300
Property and other taxes28
 26
 84
 83
Total operating costs and expenses513
 472
 1,484
 1,562
        
Operating income284
 209
 524
 422
        
Other income and (expense):       
Interest expense(55) (50) (164) (150)
Allowance for borrowed funds3
 2
 6
 6
Allowance for equity funds6
 5
 14
 16
Other, net3
 (3) 9
 16
Total other income and (expense)(43) (46) (135) (112)
        
Income before income tax benefit241
 163
 389
 310
Income tax benefit(77) (67) (129) (139)
        
Income from continuing operations318
 230
 518
 449
        
Discontinued operations (Note 3):       
Income from discontinued operations
 2
 
 18
Income tax expense
 1
 
 8
Income on discontinued operations
 1
 
 10
        
Net income$318
 $231
 $518
 $459

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 Nine-Month Periods
 Ended September 30, Ended September 30,
 2016 2015 2016 2015
        
Net income$318
 $231
 $518
 $459
        
Other comprehensive (loss) income, net of tax:       
Unrealized (losses) gains on available-for-sale securities, net of tax of $-, $-, $1 and $-
 (1) 2
 
Unrealized losses on cash flow hedges, net of tax of $-, $(4), $- and $(5)
 (3) 
 (7)
Total other comprehensive (loss) income, net of tax
 (4) 2
 (7)
        
Comprehensive income$318
 $227
 $520
 $452
 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
        
Balance, December 31, 2014$1,679
 $3,417
 $(23) $5,073
Net income
 459
 
 459
Other comprehensive loss
 
 (7) (7)
Balance, September 30, 2015$1,679
 $3,876
 $(30) $5,525
        
Balance, December 31, 2015$1,679
 $3,876
 $(30) $5,525
Net income
 518
 
 518
Other comprehensive income
 
 2
 2
Transfer to affiliate (Note 3)
 
 27
 27
Other equity transactions
 (1) 
 (1)
Balance, September 30, 2016$1,679
 $4,393
 $(1) $6,071
 
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss, Net
 
Total
Equity
        
Balance, December 31, 2015$1,679
 $3,876
 $(30) $5,525
Net income
 200
 
 200
Other comprehensive income
 
 2
 2
Transfer to affiliate
 
 27
 27
Balance, June 30, 2016$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)

Nine-Month PeriodsSix-Month Periods
Ended September 30,Ended June 30,
2016 20152017 2016
Cash flows from operating activities:      
Net income$518
 $459
$233
 $200
Adjustments to reconcile net income to net cash flows from operating activities:      
Depreciation and amortization338
 300
258
 220
Deferred income taxes and amortization of investment tax credits113
 25
27
 45
Changes in other assets and liabilities34
 36
19
 21
Other, net(42) (20)(17) (23)
Changes in other operating assets and liabilities:      
Receivables, net(67) 50
19
 (30)
Inventories(26) (33)30
 (18)
Derivative collateral, net4
 49
2
 3
Contributions to pension and other postretirement benefit plans, net(5) (6)(5) (3)
Accounts payable14
 (78)(79) (33)
Accrued property, income and other taxes, net160
 341
(88) 213
Other current assets and liabilities24
 11
2
 9
Net cash flows from operating activities1,065
 1,134
401
 604
      
Cash flows from investing activities:      
Utility construction expenditures(1,129) (880)(545) (506)
Purchases of available-for-sale securities(96) (91)(81) (54)
Proceeds from sales of available-for-sale securities92
 83
77
 55
Proceeds from sale of investment
 13
Other, net5
 4
5
 
Net cash flows from investing activities(1,128) (871)(544) (505)
      
Cash flows from financing activities:      
Proceeds from long-term debt33
 

843
 
Repayments of long-term debt(38) 
(255) (4)
Net change in note payable to affiliate16
 3
10
 6
Net repayments of short-term debt
 (50)(99) 
Net cash flows from financing activities11
 (47)499
 2
      
Net change in cash and cash equivalents(52) 216
356
 101
Cash and cash equivalents at beginning of period103
 30
15
 103
Cash and cash equivalents at end of period$51
 $246
$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 SeptemberJune 30, 2016,2017, and for the three- and nine-monthsix-month periods ended SeptemberJune 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 nine-monthsix-month periods ended SeptemberJune 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 nine-monthsix-month period ended SeptemberJune 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 September 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 September 30, 2016 and December 31, 2015,$1 million, respectively, which consisted primarily of a corporate aircraft owned by MHC.

(5)(4)    Recent Financing Transactions

Refer to Note 54 of MidAmerican Energy's Notes to Financial Statements.



(6)(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 Nine-Month PeriodsThree-Month Periods Six-Month Periods
Ended September 30, Ended September 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) (64) (61) (66)(71) (63) (78) (63)
State income tax, net of federal income tax benefit(7) (11) (4) (7)(5) (5) (2) (2)
Effects of ratemaking
 (2) (3) (7)(5) (2) (8) (6)
Other, net
 1
 
 


 
 
 1
Effective income tax rate(32)% (41)% (33)% (45)%(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 $422$8 million and $515$313 million for the nine-monthsix-month periods ended SeptemberJune 30, 20162017 and 2015,2016, respectively.

(7)(6)Employee Benefit Plans

Refer to Note 76 of MidAmerican Energy's Notes to Financial Statements.

(8)Asset Retirement Obligations

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

(9)Risk Management and Hedging Activities

Refer to Note 9 of MidAmerican Energy's Notes to Financial Statements.

(10)(7)Fair Value Measurements

Refer to Note 107 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 September 30, 2016 As of December 31, 2015
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
        
Long-term debt$4,593
 $5,458
 $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

(11)(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 118 of MidAmerican Energy's Notes to Financial Statements.




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

Refer to Note 129 of MidAmerican Energy's Notes to Financial Statements.

(13)(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 Nine-Month PeriodsAs of
Ended September 30, Ended September 30,June 30,
2017
 December 31,
2016
2016 2015 2016 2015
Operating revenue:       
Total assets(1):
   
Regulated electric$692
 $585
 $1,572
 $1,472
$16,062
 $15,304
Regulated gas102
 94
 430
 499
1,348
 1,424
Other3
 2
 6
 13
23
 19
Total operating revenue$797
 $681
 $2,008
 $1,984
       
Depreciation and amortization:       
Regulated electric$107
 $91
 $306
 $270
Regulated gas11
 10
 32
 30
Total depreciation and amortization$118
 $101
 $338
 $300
       
Operating income:       
Regulated electric$289
 $215
 $481
 $376
Regulated gas(5) (6) 42
 45
Other
 
 1
 1
Total operating income$284
 $209
 $524
 $422
Total assets$17,433
 $16,747


 As of
 September 30,
2016
 December 31,
2015
Total assets(1):
   
Regulated electric$15,033
 $14,161
Regulated gas1,319
 1,330
Other20
 183
Total assets$16,372
 $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 ThirdSecond Quarter and First NineSix Months of 20162017 and 20152016

Overview

MidAmerican Energy -

MidAmerican Energy's net income from continuing operations for the thirdsecond quarter of 20162017 was $320$134 million, an increase of $87$3 million, or 37%2%, compared to 20152016 due to higher electric margins of $102$39 million and higher recognized production tax credits of $39 million and lower generation operations and maintenance of $4$5 million, partially offset by higher income taxes on higher pre-tax income, higher depreciation and amortization of $17$31 million, substantially from accruals for Iowa regulatory arrangements, and higher operations and maintenance expenses of $11 million due primarily to plant placed in service and an accrual related to an Iowa revenue sharing arrangement, higher operations costs recovered through bill riders of $9 milliongeneration maintenance from wind turbine additions and higher interest expensedemand-side management ("DSM") program costs recoverable in bill riders. The increase in electric margins of $6$36 million primarily due to the issuance of first mortgage bonds in October 2015. Electric margins reflect higher retail sales volumes, higher recoveries through bill riders,reflects higher wholesale revenue from higher retail rates in Iowasales 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 energycoal-fueled generation and purchased power costs.

MidAmerican Energy's net income from continuing operations for the first ninesix months of 20162017 was $527$239 million, an increase of $78$32 million, or 17%15%, compared to 20152016 due primarily to higher electric margins of $139$62 million and higher recognized production tax credits of $33 million, lower generation operations and maintenance of $12 million and lower electric and gas distribution costs of $8$26 million, partially offset by higher income taxes on higher pre-tax income and the effects of ratemaking, higher depreciation and amortization of $38 million from accruals for Iowa regulatory arrangements and wind-powered generationgenerating facilities placed in-service in the second half of 2016, net of a reduction in depreciation rates in December 2016, and other plant placed in service and an accrual related to an Iowa revenue sharing arrangement, higher operations and maintenance expenses of $17 million due primarily to higher maintenance from additional wind turbines and higher DSM program costs recoveredrecoverable 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, of $14 million and higher interest expense of $14 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 wholesale revenue.higher coal-fueled generation and purchased power costs.

MidAmerican Funding -

MidAmerican Funding's net income from continuing operations for the thirdsecond quarter of 20162017 was $318$131 million, an increase of $88$4 million, or 38%3%, compared to 2015 and,2016. MidAmerican Funding's net income for the first ninesix months of 2016,2017 was $518$233 million, an increase of $69$33 million, or 15%17%, compared to 2015. In addition2016.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:
Third Quarter First Nine MonthsSecond Quarter First Six Months
2016 2015 Change 2016 2015 Change2017 2016 Change 2017 2016 Change
Gross margin (in millions):                              
Operating revenue$692
 $585
 $107
 18 % $1,572
 $1,472
 $100
 7 %$537
 $481
 $56
 12 % $970
 $880
 $90
 10 %
Cost of fuel, energy and capacity130
 125
 5
 4
 312
 351
 (39) (11)110
 90
 20
 22
 212
 182
 30
 16
Gross margin$562
 $460
 $102
 22
 $1,260
 $1,121
 $139
 12
$427
 $391
 $36
 9
 $758
 $698
 $60
 9
                              
Electricity Sales (GWh):                              
Residential1,969
 1,896
 73
 4 % 5,018
 4,862
 156
 3 %1,394
 1,417
 (23) (2)% 2,963
 3,049
 (86) (3)%
Small general service1,023
 1,046
 (23) (2) 2,859
 2,914
 (55) (2)
Large general service3,106
 2,932
 174
 6
 8,999
 8,605
 394
 5
Commercial882
 888
 (6) (1) 1,809
 1,836
 (27) (1)
Industrial3,250
 3,073
 177
 6
 6,255
 5,893
 362
 6
Other427
 425
 2
 
 1,213
 1,207
 6
 
382
 385
 (3) (1) 774
 786
 (12) (2)
Total retail6,525
 6,299
 226
 4
 18,089
 17,588
 501
 3
5,908
 5,763
 145
 3
 11,801
 11,564
 237
 2
Wholesale2,037
 1,751
 286
 16
 5,620
 6,772
 (1,152) (17)2,878
 1,565
 1,313
 84
 5,591
 3,583
 2,008
 56
Total sales8,562
 8,050
 512
 6
 23,709
 24,360
 (651) (3)8,786
 7,328
 1,458
 20
 17,392
 15,147
 2,245
 15
                              
Average number of retail customers (in thousands)761
 753
 8
 1 % 759
 751
 8
 1 %769
 759
 10
 1 % 767
 758
 9
 1 %
                              
Average revenue per MWh:                              
Retail$94.02
 $84.53
 $9.49
 11 % $76.75
 $73.42
 $3.33
 5 %$75.19
 $75.07
 $0.12
  % $67.78
 $67.01
 $0.77
 1 %
Wholesale$28.13
 $21.91
 $6.22
 28 % $22.84
 $20.56
 $2.28
 11 %$24.37
 $20.80
 $3.57
 17 % $23.43
 $19.83
 $3.60
 18 %
                              
Heating degree days27
 48
 (21) (44)% 3,388
 3,845
 (457) (12)%496
 519
 (23) (4)% 3,159
 3,361
 (202) (6)%
Cooling degree days855
 758
 97
 13 % 1,284
 1,052
 232
 22 %346
 428
 (82) (19)% 346
 429
 (83) (19)%
                              
Sources of energy (GWh)(1):
                              
Coal4,618
 4,674
 (56) (1)% 9,907
 13,051
 (3,144) (24)%3,703
 2,378
 1,325
 56 % 6,665
 5,289
 1,376
 26 %
Nuclear1,003
 994
 9
 1
 2,887
 2,858
 29
 1
927
 948
 (21) (2) 1,859
 1,884
 (25) (1)
Natural gas307
 182
 125
 69 515
 182
 333
 18310
 180
 (170) (94) 17
 208
 (191) (92)
Wind and other(2)
1,950
 1,670
 280
 17
 7,981
 6,495
 1,486
 23
3,416
 2,900
 516
 18
 7,200
 6,031
 1,169
 19
Total energy generated7,878
 7,520
 358
 5
 21,290
 22,586
 (1,296) (6)8,056
 6,406
 1,650
 26
 15,741
 13,412
 2,329
 17
Energy purchased916
 768
 148
 19
 3,030
 2,205
 825
 37
868
 1,148
 (280) (24) 1,944
 2,114
 (170) (8)
Total8,794
 8,288
 506
 6
 24,320
 24,791
 (471) (2)8,924
 7,554
 1,370
 18
 17,685
 15,526
 2,159
 14

(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 $102$36 million for the thirdsecond quarter of 20162017 compared to 20152016 due primarily due to:
(1)Higher wholesale gross margin of $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;
(2)Higher Multi-Value Projects ("MVPs") transmission revenue of $6 million due to continued capital additions; and
(3)Higher retail gross margin of $81$5 million due to -
an increase of $29 million from higher recoveries through bill riders;
an increase of $22$17 million primarily from non-weather-related usage factors, including higher industrial sales volumes;
an increase of $14$2 million from higher electric rates in Iowa effective January 1, 2016;recoveries through bill riders;
an increasea decrease of $13$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 warmer temperatures; andmilder temperatures.
an increase
Regulated electric gross margin increased $60 million for the first six months of $3 million from lower retail energy costs2017 compared to 2016 due primarily due to a lower average cost of fuel for generation;to:
(2)(1)Higher wholesale gross margin of $15$44 million due primarily due to higher margins per unit onfrom higher market prices and higher sales volumes enabled by greater availability of lower cost generation; and
(3)Higher Multi-Value Projects ("MVPs") transmission revenue of $6 million, which is expected to increase as projects are constructed.
Regulated electric gross margin increased $139 million for the first nine months of 2016 compared to 2015 primarily due to:
(1)(2)Higher retail gross margin of $109$9 million due to -
an increase of $35 million from higher electric rates in Iowa effective January 1, 2016;
an increase of $31$25 million primarily from non-weather-related usage factors, including higher industrial sales volumes;
an increase of $24 million from the impact of temperatures;
an increase of $18 million from lower retail energy costs primarily due to a lower average cost of fuel for generation; and
an increase of $1$9 million from higher recoveries through bill riders;
(2)Higher wholesale gross margin of $17 million due to higher margins per unit from greater availability of lower cost generation for wholesale purposes, partially offset by lower sales volumes attributable to lower coal-fueled generation; and
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 $13$5 million which is expecteddue to increase as projects are constructed.continued capital additions.



Regulated Gas Gross Margin

A comparison of key operating results related to regulated gas gross margin is as follows:
Third Quarter First Nine MonthsSecond Quarter First Six Months
2016 2015 Change 2016 2015 Change2017 2016 Change 2017 2016 Change
Gross margin (in millions):                              
Operating revenue$102
 $94
 $8
 9 % $430
 $499
 $(69) (14) %$120
 $102
 $18
 18 % $382
 $328
 $54
 16 %
Cost of gas sold54
 48
 6
 13
 236
 304
 (68) (22)62
 47
 15
 32
 234
 182
 52
 29
Gross margin$48
 $46
 $2
 4
 $194
 $195
 $(1) (1)$58
 $55
 $3
 5
 $148
 $146
 $2
 1
                              
Natural gas throughput (000's Dth):                              
Residential2,820
 2,753
 67
 2 % 31,121
 33,401
 (2,280) (7) %5,551
 5,973
 (422) (7) % 26,669
 28,301
 (1,632) (6) %
Small general service1,840
 1,844
 (4) 
 15,729
 16,914
 (1,185) (7)
Large general service922
 923
 (1) 
 3,574
 3,514
 60
 2
Commercial2,740
 3,067
 (327) (11) 13,009
 13,889
 (880) (6)
Industrial870
 1,057
 (187) (18) 2,353
 2,652
 (299) (11)
Other1
 2
 (1) (50) 26
 29
 (3) (10)6
 6
 
 
 27
 25
 2
 8
Total retail sales5,583
 5,522
 61
 1
 50,450
 53,858
 (3,408) (6)9,167
 10,103
 (936) (9) 42,058
 44,867
 (2,809) (6)
Wholesale sales8,568
 7,422
 1,146
 15
 28,615
 27,105
 1,510
 6
7,697
 8,264
 (567) (7) 20,296
 20,047
 249
 1
Total sales14,151
 12,944
 1,207
 9
 79,065
 80,963
 (1,898) (2)16,864
 18,367
 (1,503) (8) 62,354
 64,914
 (2,560) (4)
Gas transportation service18,087
 17,268
 819
 5
 60,117
 59,016
 1,101
 2
20,288
 17,965
 2,323
 13
 45,647
 42,030
 3,617
 9
Total gas throughput32,238
 30,212
 2,026
 7
 139,182
 139,979
 (797) (1)37,152
 36,332
 820
 2
 108,001
 106,944
 1,057
 1
                              
Average number of retail customers (in thousands)738
 731
 7
 1 % 738
 731
 7
 1 %746
 738
 8
 1 % 747
 739
 8
 1 %
Average revenue per retail Dth sold$12.77
 $12.25
 $0.52
 4 % $6.80
 $7.37
 $(0.57) (8) %$9.81
 $7.80
 $2.01
 26 % $7.25
 $6.06
 $1.19
 20 %
Average cost of natural gas per retail Dth sold$5.49
 $5.12
 $0.37
 7 % $3.45
 $4.19
 $(0.74) (18) %$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$3.82
 $3.75
 $0.07
 2 % $2.99
 $3.76
 $(0.77) (20) %$3.69
 $2.59
 $1.10
 42 % $3.75
 $2.81
 $0.94
 33 %
                              
Heating degree days27
 52
 (25) (48) % 3,572
 4,003
 (431) (11) %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 thirdsecond quarter of 2016,2017, MidAmerican Energy's combined retail and wholesale average per-unit cost of gas sold increased 2%42%, resulting in an increase of $1$18 million in gas revenue and cost of gas sold compared to 2015.2016, partially offset by lower gas sales. For the first ninesix months of 2016,2017, MidAmerican Energy's combined retail and wholesale average per-unit cost of gas sold decreased 20%increased 33%, resulting in a decreasean increase of $61$58 million in gas revenue and cost of gas sold compared to 2015.2016, partially offset by lower gas sales.

Regulated gas gross margin increased $3 million for the second quarter of 2017 compared to 2016 due to -
(1)a higher average per-unit margin of $2 million; and
(2)higher recoveries of DSM program costs of $1 million.

Regulated gas gross margin increased $2 million for the third quarterfirst six months of 20162017 compared to 20152016 due primarily to higher demand-side management ("DSM") recoveries.

Regulated gas gross margin decreased $1 million for the first nine months of 2016 compared to 2015 due to:-
(1)Lower retail sales volumesa higher average per-unit margin of $6 million reflecting warmer winter temperatures in 2016; partially offset by$2 million;
(2)Higher DSMhigher recoveries of $5 million.DSM program costs of $2 million; and

(3)lower retail sales volumes of $2 million from warmer winter temperatures.



Operating Costs and Expenses

MidAmerican Energy -

Operations and maintenance increased $8$11 million for the thirdsecond quarter of 20162017 compared to 20152016 due primarily to $5 million of higher demand-side management ("DSM")DSM program costs, of $6which is offset in operating revenue, and $4 million and higher transmission operations costs from the Midcontinent Independent System Operator, Inc. ("MISO") of $3 million, both of which are recovered through bill riders, as well as higher health care costs and higher wind-powered generation maintenance partially offset by lower fossil-fueled generation maintenance and lower generation operations.from additional wind turbines.

Operations and maintenance decreased $6increased $17 million for the first ninesix months of 20162017 compared to 20152016 due primarily to lower fossil-fueled generation maintenance$9 million of $11 million, lower generation operations of $7 million and lower electric and gas distribution costs of $8 million, partially offset by higher DSM program costs, which is offset in operating revenue, and transmission operations costs from MISO recoverable in bill riders$7 million of $14 million and higher wind-powered generation maintenance of $6 million.from additional wind turbines.

Depreciation and amortization increased $17 million and $38$31 million for the thirdsecond quarter and first nine 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 an accrual relatedamortization increased $38 million for the first six months of 2017 compared to an2016 due to accruals for Iowa revenue sharing arrangement.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 $6$5 million and $14$9 million for the thirdsecond quarter and first ninesix months of 2016,2017, respectively, compared to 20152016 due to higher interest expense from the issuance of $650$850 million of first mortgage bonds in October 2015,February 2017, partially offset by the paymentredemption of a $426$250 million turbine purchase obligationof 5.95% Senior Notes in December 2015.February 2017.

Allowance for borrowed and equity funds increased $2$5 million and $8 million for the thirdsecond quarter and first six months of 20162017, respectively, compared to 20152016 due primarily due to higher construction work-in-progress balances related to wind-powered generation and decreased $2 million for the first nine months of 2016 compared to 2015 primarily due to lower construction work-in-progress balances related to wind-powered generation.

Other, net increased $6$3 million for the third quarter and first ninesix months of 20162017 compared to 20152016 due to higher returns on corporate-owned life insurance policies.

MidAmerican Funding -

In addition to the fluctuations discussed above for MidAmerican Energy, MidAmerican Funding's other, net for the first nine months of 2015 reflects a $13 million pre-tax gain on the sale of an investment in a generating facility lease in 2015.

Income Tax Benefit

MidAmerican Energy -

MidAmerican Energy's income tax benefit on continuing operations increased $9$7 million for the thirdsecond quarter of 20162017 compared to 2015,2016, and the effective tax rate was (30)(41)% for 20162017 and (39)(32)% for 2015.2016. For the first six months of 2017 compared to 2016, MidAmerican Energy's income tax benefit increased $27 million, and the effective tax rate was (47)% for 2017 and (31)% for 2016. The changechanges in the effective tax raterates for the third quarter of2017 compared to 2016 waswere substantially due to 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 $15 million for the first nine months of 2016 compared to 2015, and the effective tax rate was (30)% for 2016 and (44)% for 2015. The change in the effective tax rate for the first nine months of 2016 was substantially due to a higher pre-tax incomecredits and the effects of ratemaking, partially offset by an increase 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 third quarterfirst six months of 20162017 were $143$118 million, or $39 million higher than the third quarter of 2015, while production tax credits earned in the third quarter of 2016 were $41 million, or $5 million higher than the third quarter of 2015 primarily due to wind-powered generation placed in service in late 2015. Production tax credits recognized in the first nine months of 2016 were $235 million, or $33$26 million higher than the first ninesix months of 2015,2016, while production tax credits earned in the first ninesix months of 20162017 were $171$157 million, or $28$27 million higher than the first ninesix 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 $64$39 million as of SeptemberJune 30, 2016,2017, will be reflected in earnings over the remainder of 2016.2017.



MidAmerican Funding -

MidAmerican Funding's income tax benefit on continuing operations increased $10$8 million for the thirdsecond quarter of 20162017 compared to 2015,2016, and the effective tax rate was (32)(46)% for 20162017 and (41)(35)% for 2015.2016. MidAmerican Funding's income tax benefit on continuing operations decreased $10increased $29 million for the first ninesix months of 20162017 compared to 2015,2016, and the effective tax rate was (33)(53)% for 20162017 and (45)(35)% 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 nine 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 SeptemberJune 30, 2016,2017, MidAmerican Energy's total net liquidity was $465 million$1.06 billion consisting of $50$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 SeptemberJune 30, 2016,2017, MidAmerican Funding's total net liquidity was $470 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 nine-monthsix-month periods ended SeptemberJune 30, 2017 and 2016, were $409 million and 2015, were $1.08 billion and $1.15 billion,$609 million, respectively. MidAmerican Funding's net cash flows from operating activities for the nine-monthsix-month periods ended SeptemberJune 30, 2017 and 2016, were $401 million and 2015, were $1.07 billion and $1.13 billion,$604 million, respectively. Cash flows from operating activities declineddecreased 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, the timing of DSM expenditures and recoveries and payments for the settlement of asset retirement obligations,vendors, partially offset by higher cash gross margins for MidAmerican Energy's regulated electric business, and the timing of other working capital.including fuel inventory reductions. MidAmerican Energy's income tax cash flows with BHE totaled net cash payments from BHE of $416$7 million and $513$308 million, for the first nine 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 due to bonus depreciation on qualifying assets placed in service through 2019 and production tax credits earned on qualifying wind projects through 2029.



Investing Activities

MidAmerican Energy's net cash flows from investing activities for the nine-monthsix-month periods ended SeptemberJune 30, 2017 and 2016, were $(542) million and 2015, were $(1.13) billion and $(884)$(505) million, respectively. MidAmerican Funding's net cash flows from investing activities for the nine-monthsix-month periods ended SeptemberJune 30, 2017 and 2016, were $(544) million and 2015, were $(1.13) billion and $(871)$(505) million, respectively. Net cash flows from investing activities consist almost entirely of utility construction expenditures, which increased for the first nine 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 nine-monthsix-month periods ended SeptemberJune 30, 2017 and 2016 and 2015 were $(5)$489 million and $(50)$(4) million, respectively. MidAmerican Funding's net cash flows from financing activities for the nine-monthsix-month periods ended SeptemberJune 30, 2017 and 2016, and 2015, were $11$499 million and $(47)$2 million, respectively. In September 2016, the Iowa Finance AuthorityFebruary 2017, MidAmerican Energy issued $33$375 million of variable-rate tax-exempt Pollution Control Facilities Refunding Revenueits 3.10% First Mortgage Bonds due September 2036,May 2027 and $475 million of its 3.95% First Mortgage Bonds due August 2047. An amount equal to the net proceeds ofwas 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 loaned topreviously financed with MidAmerican Energy's general funds. In February 2017, MidAmerican Energy to refinance, in September 2016, variable-rate tax-exempt pollution control refunding revenue bonds totaling $29 million due September 2016 and $4 million due March 2017, which were optionally redeemed in full. Additionally, infull through optional redemption its $250 million of 5.95% Senior Notes due July 2017. In January 2016, MidAmerican Energy repaid $4 million of variable-rate tax-exempt pollution control refunding revenue bonds due January 2016. Through its commercial paper program, MidAmerican Energy repaid $50made payments totaling $99 million of commercial paper in 2015.2017. MidAmerican Funding received $16$10 million and $6 million in 2017 and 2016, and made payments of $3 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 SeptemberJune 30, 2016,2017, MidAmerican Energy's common equity ratio was 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 $1.6$1.9 billion for 2016 2017and include:

$932761 million primarily for the construction of 599 MW (nominal ratings) of wind-powered generating facilities expected to be placed in service in 2016, of which 171 MW (nominal ratings) had been placed in service as of September 30, 2016, and for the construction of 2,000 MW (nominal ratings) of wind-powered generating facilities expected to be placed in service in 2017 through 2019, as discussed below. Each of these projects is expected to qualify for 100% of production tax credits currently available.

$118 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 generation, transmission, distribution and other infrastructure needed to serve existing and expected demand.

MidAmerican Energy Wind

2019. In August 2016, the IUB issued an order approving ratemaking principles related to MidAmerican 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 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 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 approval from the Midcontinent Independent System Operator, Inc. for the construction of four MVPs located in Iowa and Illinois, which, when complete, will add approximately 250 miles of 345 kV transmission line to MidAmerican Energy's transmission system.
Remaining costs primarily relate to routine expenditures for generation, transmission, distribution and other infrastructure needed to serve existing and expected demand.

Contractual Obligations

As of SeptemberJune 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. 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.

The following significant assets and liabilities associated with Quad Cities Station were included on MidAmerican Energy's balance sheet as of September 30, 2016 (in millions):
Assets:  
Net plant in service, including nuclear fuel $333
Construction work in progress 6
Inventory 18
Regulatory assets 4
   
Liabilities:  
Asset retirement obligation(1)
 369
(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 $455 million and an associated regulatory liability for the excess of the trust fund over the asset retirement obligation totaled $86 million as of September 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 SeptemberJune 30, 2016,2017, and the related consolidated statements of operations for the three-month and nine-monthsix-month periods ended SeptemberJune 30, 20162017 and 2015,2016, and of changes in shareholder's equity and cash flows for the nine-monthsix-month periods ended SeptemberJune 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
NovemberAugust 4, 20162017



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

As ofAs of
September 30, December 31,June 30, December 31,
2016 20152017 2016
ASSETS
   
Current assets:      
Cash and cash equivalents$302
 $536
$10
 $279
Accounts receivable, net359
 265
322
 243
Inventories72
 80
58
 73
Regulatory assets37
 20
Other current assets51
 46
45
 38
Total current assets784
 927
472
 653
      
Property, plant and equipment, net6,971
 6,996
6,925
 6,997
Regulatory assets1,018
 1,057
1,133
 1,000
Other assets38
 37
37
 39
      
Total assets$8,811
 $9,017
$8,567
 $8,689
      
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:      
Accounts payable$208
 $214
$223
 $187
Accrued interest27
 54
50
 50
Accrued property, income and other taxes128
 30
111
 93
Regulatory liabilities88
 173
38
 37
Current portion of long-term debt and financial and capital lease obligations15
 225
347
 17
Customer deposits64
 58
77
 78
Other current liabilities55
 28
31
 39
Total current liabilities585
 782
877
 501
      
Long-term debt and financial and capital lease obligations3,050
 3,060
2,736
 3,049
Regulatory liabilities411
 304
427
 416
Deferred income taxes1,449
 1,405
1,505
 1,474
Other long-term liabilities262
 303
284
 277
Total liabilities5,757
 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 earnings749
 858
433
 667
Accumulated other comprehensive loss, net(3) (3)(3) (3)
Total shareholder's equity3,054
 3,163
2,738
 2,972
      
Total liabilities and shareholder's equity$8,811
 $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 Nine-Month PeriodsThree-Month Periods Six-Month Periods
Ended September 30, Ended September 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
              
Operating revenue$766
 $878
 $1,690
 $1,944
$574
 $525
 $966
 $924
              
Operating costs and expenses:              
Cost of fuel, energy and capacity251
 362
 618
 879
238
 199
 403
 367
Operating and maintenance105
 104
 304
 279
92
 100
 181
 199
Depreciation and amortization76
 74
 227
 222
78
 76
 154
 151
Property and other taxes10
 9
 30
 25
9
 9
 19
 20
Total operating costs and expenses442
 549
 1,179
 1,405
417
 384
 757
 737
              
Operating income324
 329
 511
 539
157
 141
 209
 187
              
Other income (expense):              
Interest expense(45) (48) (140) (141)(44) (47) (88) (95)
Allowance for borrowed funds
 1
 2
 2

 1
 
 2
Allowance for equity funds
 1
 3
 3

 2
 1
 3
Other, net7
 4
 17
 15
7
 5
 13
 10
Total other income (expense)(38) (42) (118) (121)(37) (39) (74) (80)
              
Income before income tax expense286
 287
 393
 418
120
 102
 135
 107
Income tax expense98
 100
 136
 147
43
 36
 48
 38
Net income$188
 $187
 $257
 $271
$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 
 
 
 271
 
 271
Dividends declared 
 
 
 (13) 
 (13)
Other equity transactions 
 
 
 (1) 
 (1)
Balance, September 30, 2015 1,000
 $
 $2,308
 $840
 $(3) $3,145
                        
Balance, December 31, 2015 1,000
 $
 $2,308
 $858
 $(3) $3,163
 1,000
 $
 $2,308
 $858
 $(3) $3,163
Net income 
 
 
 257
 
 257
 
 
 
 69
 
 69
Dividends declared 
 
 
 (365) 
 (365) 
 
 
 (270) 
 (270)
Other equity transaction 
 
 
 (1) 
 (1)
Balance, September 30, 2016 1,000
 $
 $2,308
 $749
 $(3) $3,054
Balance, June 30, 2016 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)

Nine-Month Periods
Ended September 30,Six-Month Periods
2016 2015Ended June 30,
   2017 2016
Cash flows from operating activities:      
Net income$257
 $271
$87
 $69
Adjustments to reconcile net income to net cash flows from operating activities:      
Gain on nonrecurring items
 (3)(1) 
Depreciation and amortization227
 222
154
 151
Deferred income taxes and amortization of investment tax credits52
 123
34
 25
Allowance for equity funds(3) (3)(1) (3)
Changes in regulatory assets and liabilities139
 (8)13
 17
Deferred energy(3) 133
(25) 31
Amortization of deferred energy(87) 40
7
 (42)
Other, net3
 (3)(2) 4
Changes in other operating assets and liabilities:      
Accounts receivable and other assets(96) (204)(84) (70)
Inventories7
 10
7
 2
Accrued property, income and other taxes98
 36
18
 10
Accounts payable and other liabilities7
 8
48
 50
Net cash flows from operating activities601
 622
255
 244
      
Cash flows from investing activities:      
Capital expenditures(249) (214)(139) (181)
Proceeds from sale of assets
 9
Acquisitions(77) 
Other, net
 10
4
 
Net cash flows from investing activities(249) (195)(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(221) (260)(81) (217)
Dividends paid(365) (13)(322) (270)
Net cash flows from financing activities(586) (273)(312) (487)
      
Net change in cash and cash equivalents(234) 154
(269) (424)
Cash and cash equivalents at beginning of period536
 220
279
 536
Cash and cash equivalents at end of period$302
 $374
$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 SeptemberJune 30, 20162017 and for the three- and nine-monthsix-month periods ended SeptemberJune 30, 20162017 and 2015.2016. The Consolidated Statements of Comprehensive Income have been omitted as net income equals comprehensive income for the three- and nine-monthsix-month periods ended SeptemberJune 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 nine-monthsix-month periods ended SeptemberJune 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 nine-monthsix-month period ended SeptemberJune 30, 2016.2017.

(2)    New Accounting Pronouncements

In August 2016,March 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-15,2017-07, which amends 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 is currently evaluatingplans to adopt this guidance effective January 1, 2018 and does not believe the impactadoption of adopting 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 September 30, December 31,Depreciable Life June 30, December 31,
 2016 2015 2017 2016
Utility plant:        
Generation30 - 55 years $4,222
 $4,212
30 - 55 years $3,741
 $4,271
Distribution20 - 65 years 3,208
 3,118
20 - 65 years 3,279
 3,231
Transmission45 - 65 years 1,838
 1,788
45 - 65 years 1,861
 1,846
General and intangible plant5 - 65 years 738
 694
5 - 65 years 773
 738
Utility plant 10,006
 9,812
 9,654
 10,086
Accumulated depreciation and amortization (3,144) (2,971) (2,791) (3,205)
Utility plant, net 6,862
 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 6,864
 6,843
 6,865
 6,883
Construction work-in-progress 107
 153
 60
 114
Property, plant and equipment, net $6,971
 $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, three customers, including MGM Resorts International ("MGM") and Wynn Las Vegas, LLC ("Wynn"), filed applications with the PUCN to purchase energy from a provideralternative providers of a new electric resource and become distribution only service customers.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. 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 such that the remaining customers are not subjected to increased


costs. In December 2015, the customersapplicants 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 June 2016, MGM and Wynn made the required compliance filings and the PUCN issued orders allowing the customers to acquire electric energy and ancillary services from another energy supplier and become distribution only service customers of Nevada Power. The third customer did not make its compliance filing before the required deadline. In September 2016, MGM and Wynn paid impact fees totaling $97 million.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, has deferred recognitionfiled an application with the PUCN to purchase energy from alternative providers of $92a 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 which is includedand 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 liabilitiesassets on the Consolidated Balance Sheet as of SeptemberJune 30, 2016. The majority of2017, in compliance with the deferred impact fee will be amortized over six years as ordered byERCR Plan. Refer to Note 9 for additional information on the PUCN. The remaining $5 million will be remitted to the government for assessed fees or applied to an existing regulatory asset.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 $36$1 million to the QualifiedNon-Qualified Pension PlanPlans for the nine-monthssix-month period ended SeptemberJune 30, 2016. Nevada Power did not make any contributions to the Qualified Pension Plan for the nine-months ended September 30, 2015.2017. 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
September 30, December 31,June 30, December 31,
2016 20152017 2016
Qualified Pension Plan -      
Other long-term liabilities$(7) $(38)$(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 September 30, 2016      
As of June 30, 2017      
Commodity liabilities(1)
 $(9) $(10) $(19) $(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 SeptemberJune 30, 20162017 and December 31, 2015,2016, a regulatory asset of $19$4 million and $22$14 million, respectively, was recorded related to the derivative liability of $19$4 million and $22$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 September 30, December 31,Measure 2017 2016
Measure 2016 2015     
Electricity salesMegawatt hours (2) (2)Megawatt hours 
 (2)
Natural gas purchasesDecatherms 143
 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 SeptemberJune 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 SeptemberJune 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 September 30, 2016       
As of June 30, 2017       
Assets - investment funds$6
 $
 $
 $6
$2
 $
 $
 $2
              
Liabilities - commodity derivatives$
 $
 $(19) $(19)$
 $
 $(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 SeptemberJune 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 Nine-Month PeriodsEnded June 30, Ended June 30,
Ended September 30, Ended September 30,2017 2016 2017 2016
2016 2015 2016 2015       
Beginning balance$(22) $(33) $(22) $(30)$(14) $(22) $(14) $(22)
Changes in fair value recognized in regulatory assets(1) 2
 (6) (3)(1) (2) (2) (5)
Settlements4
 6
 9
 8
11
 2
 12
 5
Ending balance$(19) $(25) $(19) $(25)$(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 September 30, 2016 As of December 31, 2015
 Carrying Fair Carrying Fair
 Value Value Value Value
        
Long-term debt$2,580
 $3,176
 $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 to be owned by Nevada Power. Nevada Power did not enter into any agreements to acquire the 35 MW of nameplate renewable energy capacity; however, it has the option to acquire the 35 MW in the future under the ERCR Plan, subject to PUCN approval. In addition, Nevada Power was granted approval to purchase the remaining 143retired Reid Gardner Units 1, 2, and 3, 300 MW of the Silverhawk natural gas-fueled combined cycle generating facility. In June 2016 Nevada Power executed a long-term power purchase agreement for 100coal-fueled generation, in 2014 and Reid Gardner Unit 4, 257 MW of nameplate renewable energy capacitycoal-fueled generation, in Nevada, which is pending PUCN approval.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. In September 2016, Switch filed an amended complaint. The amended 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 Nevada Power 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. In addition, Switch asserted antitrust claims against Nevada Power. 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 ThirdSecond Quarter and First NineSix Months of 20162017 and 20152016

Net income for the thirdsecond quarter of 20162017 was $188$77 million, an increase of $1$11 million, or 1%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 the redemption of $210 million Series M, 5.950% General and Refunding Mortgage Noteslower interest on deferred charges. The increase in May 2016 and highernet income on investments,was partially offset by lower margins from changes in usage patterns with commercial and industrial retail revenue from customers lower customer usage primarily due to the impacts of weatherpurchasing energy from alternative providers and higher depreciation and amortization primarily due to higher plant placed in-service.becoming distribution only service customers.

Net income for the first ninesix months of 20162017 was $257$87 million, a decreasean increase of $14$18 million, or 5%26%, compared to 2015 due to benefits from changes in contingent liabilities in 2015, lower margins from changes in usage patterns with commercial and industrial customers, higher depreciation and amortization primarily2016 due to higher plant placed in-service, increased taxes duemargins from impact fees and revenue relating to customers becoming distribution only service customers, a new state commerce taxrefinement of the unbilled revenue estimate, lower interest on deferred charges and increases in propertylong-term debt, customer growth, and franchise taxes, higherdecreased planned maintenance and other generating costs, expenses related to uncollectible accounts, a gain on the sale of an equity investment in 2015 and lower transmission demand.costs. The decreaseincrease in net income iswas partially offset by higher customer growth, the redemption of $210 million Series M, 5.950% Generallower commercial and Refunding Mortgage Notes in May 2016industrial retail revenue from customers purchasing energy from alternative providers and higher income on investments.

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:
 Third Quarter  First Nine Months  Second Quarter First Six Months 
 2016 2015 Change 2016 2015 Change 2017 2016 Change 2017 2016 Change
Gross margin (in millions):                              
Operating revenue $766
 $878
 $(112)(13)% $1,690
 $1,944
 $(254)(13)% $574
 $525
 $49
9
% $966
 $924
 $42
5
%
Cost of fuel, energy and capacity 251
 362
 (111)(31) 618
 879
 (261)(30)  238
 199
 39
20
 403
 367
 36
10
 
Gross margin $515
 $516
 $(1)
 $1,072
 $1,065
 $7
1
  $336
 $326
 $10
3
 $563
 $557
 $6
1
 
                              
GWh sold:                              
Residential 3,814
 3,772
 42
1
% 7,802
 7,586
 216
3
% 2,482
 2,415
 67
3
% 4,000
 3,988
 12

%
Commercial 1,440
 1,429
 11
1
 3,600
 3,560
 40
1
  1,178
 1,176
 2

 2,152
 2,160
 (8)
 
Industrial 2,149
 2,153
 (4)
 5,772
 5,790
 (18)
  1,640
 1,972
 (332)(17) 3,087
 3,623
 (536)(15) 
Other 59
 55
 4
7
 155
 153
 2
1
  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 7,462
 7,409
 53
1
 17,329
 17,089
 240
1
  5,775
 5,712
 63
1
 10,083
 10,053
 30

 
Wholesale 76
 104
 (28)(27) 177
 292
 (115)(39)  46
 46
 

 155
 101
 54
53
 
Total GWh sold 7,538
 7,513
 25

 17,506
 17,381
 125
1
  5,821
 5,758
 63
1
 10,238
 10,154
 84
1
 
                              
Average number of retail customers (in thousands):                              
Residential 799
 786
 13
2
% 795
 781
 14
2
% 809
 795
 14
2
% 807
 793
 14
2
%
Commercial 105
 104
 1
1
 105
 104
 1
1
  106
 105
 1
1
 106
 105
 1
1
 
Industrial 2
 2
 

 2
 2
 

  2
 2
 

 2
 2
 

 
Total 906
 892
 14
2
 902
 887
 15
2
  917
 902
 15
2
 915
 900
 15
2
 
                              
Average retail revenue per MWh $101.22
 $116.78
 $(15.56)(13)% $95.69
 $111.46
 $(15.77)(14)%
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 
 
 

% 829
 624
 205
33
% 16
 39
 (23)(59)% 791
 829
 (38)(5)%
Cooling degree days 2,295
 2,350
 (55)(2)% 3,674
 3,767
 (93)(2)% 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 599
 623
 (24)(4)% 1,140
 1,229
 (89)(7)% 309
 356
 (47)(13) 815
 541
 274
51
 
Natural gas 4,657
 5,198
 (541)(10) 11,569
 11,304
 265
2
 
Renewables 26
 
 26
*
 47
 
 47
*
  22
 13
 9
69
 38
 21
 17
81
 
Total energy generated 5,282
 5,821
 (539)(9) 12,756
 12,533
 223
2
  3,617
 4,170
 (553)(13) 6,599
 7,474
 (875)(12) 
Energy purchased 2,471
 2,428
 43
2
 5,410
 5,203
 207
4
  1,976
 1,707
 269
16
 3,165
 2,939
 226
8
 
Total 7,753
 8,249
 (496)(6) 18,166
 17,736
 430
2
  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 decreased $1increased $10 million, or 3%, for the thirdsecond quarter of 20162017 compared to 20152016 due to:
$59 million in usage patterns for commercialhigher other retail revenue primarily from impact fees and industrialrevenue relating to customers andbecoming distribution only service customers;
$39 million from a refinement of the unbilled revenue estimate;
$5 million due to lower customer usagegrowth; and
$2 million in higher transmission revenue primarily due to the impacts of weather.customers becoming distribution only service customers.
The decreaseincrease in gross margin was offset by:
$78 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 customer growth.transmission revenue primarily due to customers becoming distribution only service customers.
The increase in gross margin was offset by:
$12 million in lower 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 becoming distribution only service customers.

Operating and maintenance decreased $18 million, or 9%, for the first six months of 2017 compared to 2016 due to lower energy efficiency program costs, which are fully recovered in operating revenue, lower planned maintenance and other generating costs and decreased expenses related to uncollectible accounts.

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

Other income (expense) is favorable $4$6 million, or 10%8%, for the third quarterfirst six months of 20162017 compared to 20152016 due to lower interest expense on deferred charges and the redemption of $210 million Series M, 5.950% General and Refunding Mortgage Notes in May 2016 and higher income on investments.2016.

Income tax expense decreased $2increased $10 million, or 2%26%, for the third quarterfirst six months of 20162017 compared to 2015.2016 due to higher pre-tax income. The effective tax rate was 34% for 201636% in 2017 and 35% for 2015.2016.

Gross margin increased $7 million, or 1%, for the first nine months of 2016 compared to 2015 due to:
$12 million due to higher customer growth and
$6 million in higher energy efficiency program rate revenue, which is offset in operating and maintenance expense.
The increase in gross margin was offset by:
$8 million in usage patterns for commercial and industrial customers and
$3 million in lower transmission demand.

Operating and maintenance increased $25 million, or 9%, for the first nine 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. These increases are partially offset by lower compensation costs.

Depreciation and amortization increased $5 million, or 2%, for the first nine months of 2016 compared to 2015 primarily due to higher plant placed in-service.

Property and other taxes increased $5 million, or 20%, for the first nine months of 2016 compared to 2015 due to increases in property and franchise taxes and a new state commerce tax.

Other income (expense) is favorable $3 million, or 2%, for the first nine months of 2016 compared to 2015 due to the redemption of $210 million Series M, 5.950% General and Refunding Mortgage Notes in May 2016 and higher income on investments, partially offset by a gain on the sale of an equity investment in 2015 and higher interest on deferred charges.

Income tax expense decreased $11 million, or 7%, for the first nine months of 2016 compared to 2015. The effective tax rate was 35% for 2016 and 2015.

Liquidity and Capital Resources

As of SeptemberJune 30, 2016,2017, Nevada Power's total net liquidity was $702$410 million consisting of $302$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 nine-monthsix-month periods ended SeptemberJune 30, 2017 and 2016 and 2015 were $601$255 million and $622$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 lower customer advances, a 2016 contribution to the pension plan and increased operating costs. The decrease was offset by the receipt of impact fees from MGM Resorts International and Wynn Las Vegas, lowerenergy efficiency programs, higher payments for fuel costs settlement payments of contingent liabilities in 2015 and higher collections from customers for renewable energy programs.


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 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 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 nine-monthsix-month periods ended SeptemberJune 30, 2017 and 2016 and 2015 were $(249)$(212) million and $(195)$(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 nine-monthsix-month periods ended SeptemberJune 30, 2017 and 2016 and 2015 were $(586)$(312) million and $(273)$(487) million, respectively. The change was 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 SeptemberJune 30, 2016,2017, Nevada Power has financing authority from the PUCN consisting of the ability to: (1) issue new long-term debt securities of up to $1.3 billion; (2) refinancerefinancing authority up to $1.3$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 SeptemberJune 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 S&P Global Ratings, 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):
Nine-Month Periods AnnualSix-Month Periods Annual
Ended September 30, ForecastEnded June 30, Forecast
2015 2016 20162016 2017 2017
          
Generation development$38
 $1
 $90
$1
 $
 $
Distribution123
 110
 137
58
 28
 58
Transmission system investment2
 29
 27
16
 5
 16
Other51
 109
 145
106
 106
 172
Total$214
 $249
 $399
$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 agreement to purchase a 504-MW natural gas facility. The sale is subject to certain conditions including federal and state regulatory approval. The transaction is expected to closepurchased the remaining 25% interest in the fourth quarterSilverhawk natural gas-fueled generating facility for $77 million. The PUCN approved the purchase of 2016.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.

Contractual Obligations

As of SeptemberJune 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 SeptemberJune 30, 2016,2017, and the related consolidated statements of operations for the three-month and nine-monthsix-month periods ended SeptemberJune 30, 20162017 and 2015,2016, and of changes in shareholder's equity and cash flows for the nine-monthsix-month periods ended SeptemberJune 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
NovemberAugust 4, 20162017



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

As ofAs of
September 30, December 31,June 30, December 31,
2016 20152017 2016
ASSETS
   
Current assets:      
Cash and cash equivalents$67
 $106
$4
 $55
Accounts receivable, net107
 124
92
 117
Inventories39
 39
45
 45
Regulatory assets27
 25
Other current assets17
 13
15
 13
Total current assets230
 282
183
 255
      
Property, plant and equipment, net2,801
 2,766
2,841
 2,822
Regulatory assets434
 432
403
 410
Other assets7
 7
7
 6
      
Total assets$3,472
 $3,487
$3,434
 $3,493
      
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:      
Accounts payable$116
 $127
$81
 $146
Accrued interest11
 15
14
 14
Accrued property, income and other taxes11
 13
10
 10
Regulatory liabilities94
 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 liabilities19
 11
16
 12
Total current liabilities270
 714
155
 268
      
Long-term debt and financial and capital lease obligations1,153
 749
1,152
 1,152
Regulatory liabilities225
 230
222
 221
Deferred income taxes606
 570
639
 617
Other long-term liabilities123
 148
123
 127
Total liabilities2,377
 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(15) (35)
Retained earnings (deficit)33
 (2)
Accumulated other comprehensive loss, net(1) 
(1) (1)
Total shareholder's equity1,095
 1,076
1,143
 1,108
      
Total liabilities and shareholder's equity$3,472
 $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 Nine-Month Periods
Ended September 30, Ended September 30,Three-Month Periods Six-Month Periods
2016 2015 2016 2015Ended June 30, Ended June 30,
       2017 2016 2017 2016
Operating revenue:              
Electric$207
 $228
 $539
 $625
$160
 $162
 $319
 $332
Natural gas15
 18
 81
 94
17
 19
 51
 66
Total operating revenue222
 246
 620
 719
177
 181
 370
 398
              
Operating costs and expenses:              
Cost of fuel, energy and capacity73
 96
 208
 294
61
 65
 117
 135
Natural gas purchased for resale5
 7
 42
 57
6
 7
 22
 37
Operating and maintenance40
 42
 126
 119
40
 45
 81
 86
Depreciation and amortization30
 28
 88
 84
28
 29
 56
 58
Property and other taxes5
 7
 18
 19
6
 7
 12
 13
Total operating costs and expenses153
 180
 482
 573
141
 153
 288
 329
              
Operating income69
 66
 138
 146
36
 28
 82
 69
              
Other income (expense):              
Interest expense(12) (16) (42) (46)(11) (14) (22) (30)
Allowance for borrowed funds
 
 1
 1

 1
 
 1
Allowance for equity funds1
 1
 2
 2

 
 1
 1
Other, net2
 1
 3
 3
1
 
 2
 1
Total other income (expense)(9) (14) (36) (40)(10) (13) (19) (27)
              
Income before income tax expense60
 52
 102
 106
26
 15
 63
 42
Income tax expense22
 19
 37
 38
9
 5
 22
 15
Net income$38
 $33
 $65
 $68
$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 
 
 
 68
 
 68
Dividends declared 
 
 
 (7) 
 (7)
Balance, September 30, 2015 1,000
 $
 $1,111
 $(50) $(2) $1,059
            
Balance, December 31, 2015 1,000
 $
 $1,111
 $(35) $
 $1,076
 1,000
 $
 $1,111
 $(35) $
 $1,076
Net income 
 
 
 65
 
 65
 
 
 
 27
 
 27
Dividends declared 
 
 
 (45) 
 (45) 
 
 
 (40) 
 (40)
Balance, June 30, 2016 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) 
 
 
 (1) 
 (1)
Balance, September 30, 2016 1,000
 $
 $1,111
 $(15) $(1) $1,095
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)

Nine-Month Periods
Ended September 30,Six-Month Periods
2016 2015Ended June 30,
   2017 2016
Cash flows from operating activities:      
Net income$65
 $68
$41
 $27
Adjustments to reconcile net income to net cash flows from operating activities:      
Depreciation and amortization88
 84
56
 58
Allowance for equity funds(2) (2)(1) (1)
Deferred income taxes and amortization of investment tax credits37
 38
23
 15
Changes in regulatory assets and liabilities(14) (19)7
 (9)
Deferred energy55
 68
(20) 44
Amortization of deferred energy(35) 20
(34) (21)
Other, net(1) 2
(1) 1
Changes in other operating assets and liabilities:      
Accounts receivable and other assets12
 11
24
 29
Inventories1
 

 (3)
Accrued property, income and other taxes
 (1)1
 
Accounts payable and other liabilities(15) 22
(54) 2
Net cash flows from operating activities191
 291
42
 142
      
Cash flows from investing activities:      
Capital expenditures(137) (153)(87) (92)
Other, net
 2
Net cash flows from investing activities(137) (151)(87) (92)
      
Cash flows from financing activities:      
Proceeds from issuance of long-term debt1,089
 
Proceeds from issuance of long-term debt, net of costs
 1,095
Repayments of long-term debt and financial and capital lease obligations(1,137) (1)(1) (1,137)
Dividends paid(45) (7)(5) (40)
Other, net
 (5)
Net cash flows from financing activities(93) (8)(6) (87)
      
Net change in cash and cash equivalents(39) 132
(51) (37)
Cash and cash equivalents at beginning of period106
 22
55
 106
Cash and cash equivalents at end of period$67
 $154
$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 SeptemberJune 30, 20162017 and for the three- and nine-monthsix-month periods ended SeptemberJune 30, 20162017 and 2015.2016. The Consolidated Statements of Comprehensive Income have been omitted as net income equals comprehensive income for the three- and nine-monthsix-month periods ended SeptemberJune 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 nine-monthsix-month periods ended SeptemberJune 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 nine-monthsix-month period ended SeptemberJune 30, 2016.2017.

(2)    New Accounting Pronouncements

In August 2016,March 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-15,2017-07, which amends 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 is currently evaluatingplans to adopt this guidance effective January 1, 2018 and does not believe the impactadoption of adopting 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 September 30, December 31,Depreciable Life June 30, December 31,
 2016 2015 2017 2016
Utility plant:        
Electric generation30 - 60 years $1,137
 $1,134
25 - 60 years $1,140
 $1,137
Electric distribution20 - 70 years 1,411
 1,382
20 - 100 years 1,436
 1,417
Electric transmission50 - 70 years 757
 739
50 - 100 years 774
 771
Electric general and intangible plant5 - 65 years 164
 139
5 - 70 years 176
 164
Natural gas distribution40 - 70 years 378
 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 267
 265
5 - 70 years 283
 267
Utility plant 4,129
 4,046
 4,208
 4,152
Accumulated depreciation and amortization (1,419) (1,368) (1,479) (1,442)
Utility plant, net 2,710
 2,678
 2,729
 2,710
Other non-regulated, net of accumulated depreciation and amortization5 - 65 years 6
 
70 years 5
 5
Plant, net 2,716
 2,678
 2,734
 2,715
Construction work-in-progress 85
 88
 107
 107
Property, plant and equipment, net $2,801
 $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 No. 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 $27$4 million to the Qualified Pension PlanOther Postretirement Plans for the nine-monthssix-month period ended SeptemberJune 30, 2016. Sierra Pacific did not make any contributions to the Qualified Pension Plan for the nine-months ended September 30, 2015.2017. 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
September 30, December 31,June 30, December 31,
2016 20152017 2016
Qualified Pension Plan -      
Other long-term liabilities$(4) $(29)$(13) $(12)
      
Non-Qualified Pension Plans:      
Other current liabilities(1) (1)(1) (1)
Other long-term liabilities(8) (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 September 30, 2016 As of December 31, 2015
 Carrying Fair Carrying Fair
 Value Value Value Value
        
Long-term debt$1,120
 $1,246
 $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 Nine-Month PeriodsThree-Month Periods Six-Month Periods
Ended September 30, Ended September 30,Ended June 30, Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
Operating revenue:              
Regulated electric$207
 $228
 $539
 $625
$160
 $162
 $319
 $332
Regulated gas15
 18
 81
 94
17
 19
 51
 66
Total operating revenue$222
 $246
 $620
 $719
$177
 $181
 $370
 $398
              
Cost of sales:              
Regulated electric$73
 $96
 $208
 $294
$61
 $65
 $117
 $135
Regulated gas5
 7
 42
 57
6
 7
 22
 37
Total cost of sales$78
 $103
 $250
 $351
$67
 $72
 $139
 $172
              
Gross margin:              
Regulated electric$134
 $132
 $331
 $331
$99
 $97
 $202
 $197
Regulated gas10
 11
 39
 37
11
 12
 29
 29
Total gross margin$144
 $143
 $370
 $368
$110
 $109
 $231
 $226
              
Operating and maintenance:              
Regulated electric$36
 $37
 $112
 $106
$36
 $40
 $72
 $76
Regulated gas4
 5
 14
 13
4
 5
 9
 10
Total operating and maintenance$40
 $42
 $126
 $119
$40
 $45
 $81
 $86
              
Depreciation and amortization:              
Regulated electric$26
 $24
 $76
 $72
$24
 $25
 $49
 $50
Regulated gas4
 4
 12
 12
4
 4
 7
 8
Total depreciation and amortization$30
 $28
 $88
 $84
$28
 $29
 $56
 $58
              
Operating income:              
Regulated electric$68
 $65
 $127
 $136
$34
 $26
 $70
 $59
Regulated gas1
 1
 11
 10
2
 2
 12
 10
Total operating income$69
 $66
 $138
 $146
$36
 $28
 $82
 $69
              
Interest expense:              
Regulated electric$11
 $14
 $38
 $42
$10
 $13
 $20
 $27
Regulated gas1
 2
 4
 4
1
 1
 2
 3
Total interest expense$12
 $16
 $42
 $46
$11
 $14
 $22
 $30




  As of  As of
 September 30, December 31, June 30, December 31,
 2016 2015 2017 2016
Total assets:        
Regulated electric $3,087
 $3,060
 $3,117
 $3,119
Regulated gas 312
 316
 306
 314
Regulated common assets(1)
 73
 111
 11
 60
Total assets $3,472
 $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 ThirdSecond Quarter and First NineSix Months of 20162017 and 20152016

Overview

Net income for the thirdsecond quarter of 20162017 was $38$17 million, an increase of $5$7 million, or 15%70%, compared to 20152016 due to a decrease in interest expenselower compensation and other operating costs, higher electric margins primarily from recent financing transactions, increased customer usage primarily due to the impacts of weather and expenses related to uncollectible accounts in 2015, partially offset by higher depreciation and amortization primarily due to higher plant placed in-service and a decrease in wholesale demand charges.

Net income for the first nine months of 2016 was $65 million, a decrease of $3 million, or 4%, compared to 2015 due to a settlement payment associated with terminated transmission service in 2015, higher depreciation and amortization primarily due to higher plant placed in-service, lower margins from changes in usage patterns with commercial and industrial customers, higher compensation costs, a decrease in wholesale demand charges, higher planned maintenance and other generating costs and higher interest on deferred charges. The decrease in net income is offset by increased customer growth and usage primarily due to the impacts of weather and a decrease in interest expense from recent financing transactions.lower rates on outstanding debt balances.


Net income for the first six months of 2017 was $41 million, an increase of $14 million, or 52%, compared to 2016 due to a decrease in interest expense from lower rates on outstanding debt balances, higher electric margins primarily from increased customer usage due to the impacts of 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
 Third Quarter  First Nine Months Second Quarter First Six Months
 2016 2015 Change 2016 2015 Change 2017 2016 Change 2017 2016 Change
Gross margin (in millions):                              
Operating electric revenue $207
 $228
 $(21)(9)% $539
 $625
 $(86)(14)% $160
 $162
 $(2)(1)% $319
 $332
 $(13)(4)%
Cost of fuel, energy and capacity 73
 96
 (23)(24) 208
 294
 (86)(29)  61
 65
 (4)(6) 117
 135
 (18)(13) 
Gross margin $134
 $132
 $2
2
 $331
 $331
 $

  $99
 $97
 $2
2
 $202
 $197
 $5
3
 
                              
GWh sold:                              
Residential 694
 654
 40
6
% 1,798
 1,734
 64
4
% 538
 495
 43
9
% 1,168
 1,104
 64
6
%
Commercial 854
 828
 26
3
 2,241
 2,243
 (2)
  742
 738
 4
1
 1,421
 1,387
 34
2
 
Industrial 747
 728
 19
3
 2,235
 2,219
 16
1
  805
 750
 55
7
 1,549
 1,488
 61
4
 
Other 4
 4
 

 12
 12
 

  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 2,299
 2,214
 85
4
 6,286
 6,208
 78
1
  2,434
 2,321
 113
5
 4,839
 4,660
 179
4
 
Wholesale 147
 146
 1
1
 481
 491
 (10)(2)  107
 146
 (39)(27) 289
 334
 (45)(13) 
Total GWh sold 2,446
 2,360
 86
4
 6,767
 6,699
 68
1
  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 47
 47
 

 47
 46
 
2
  47
 46
 1
2
 47
 46
 1
2
 
Total 339
 335
 4
1
 338
 334
 4
1
  342
 338
 4
1
 341
 337
 4
1
 
                              
Average retail revenue per MWh $84.77
 $96.39
 $(11.62)(12)% $79.90
 $93.15
 $(13.25)(14)%
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 43
 22
 21
95
% 2,487
 2,256
 231
10
% 572
 484
 88
18
% 2,705
 2,444
 261
11
%
Cooling degree days 796
 840
 (44)(5)% 1,088
 1,159
 (71)(6)% 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 392
 408
 (16)(4)% 691
 902
 (211)(23)% 102
 85
 17
20
 102
 299
 (197)(66) 
Natural gas 1,215
 1,229
 (14)(1) 3,195
 3,323
 (128)(4) 
Renewables 14
 
 14
*
 19



19
*
 
Total energy generated 1,607
 1,637
 (30)(2) 3,886
 4,225
 (339)(8)  1,112
 1,076
 36
3
 2,127
 2,279
 (152)(7) 
Energy purchased 878
 963
 (85)(9) 3,111
 3,003
 108
4
  1,201
 1,089
 112
10
 2,624
 2,233
 391
18
 
Total 2,485
 2,600
 (115)(4) 6,997
 7,228
 (231)(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
 Third Quarter  First Nine 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 $15
 $18
 $(3)(17)% $81
 $94
 $(13)(14)% $17
 $19
 $(2)(11)% $51
 $66
 $(15)(23)%
Natural gas purchased for resale 5
 7
 (2)(29) 42
 57
 (15)(26)  6
 7
 (1)(14) 22
 37
 (15)(41) 
Gross margin $10
 $11
 $(1)(9) $39
 $37
 $2
5
  $11
 $12
 $(1)(8) $29
 $29
 $

 
                              
Dth sold:                              
Residential 727
 721
 6
1
% 5,958
 5,245
 713
14
% 1,572
 1,368
 204
15
% 6,031
 5,231
 800
15
%
Commercial 459
 409
 50
12
 3,182
 2,674
 508
19
  832
 691
 141
20
 3,028
 2,723
 305
11
 
Industrial 216
 217
 (1)
 1,080
 1,057
 23
2
  351
 291
 60
21
 1,011
 864
 147
17
 
Total retail 1,402
 1,347
 55
4
 10,220
 8,976
 1,244
14
  2,755
 2,350
 405
17
 10,070
 8,818
 1,252
14
 
                              
Average number of retail customers (in thousands) 162
 159
 3
2
% 161
 158
 3
2
% 164
 161
 3
2
% 164
 161
 3
2
%
Average revenue per retail Dth sold $10.22
 $13.24
 $(3.02)(23)% $7.68
 $10.28
 $(2.60)(25)% $6.05
 $7.92
 $(1.87)(24)% $4.98
 $7.28
 $(2.30)(32)%
Average cost of natural gas per retail Dth sold $3.11
 $5.64
 $(2.53)(45)% $4.09
 $6.41
 $(2.32)(36)% $4.26
 $3.54
 $0.72
20
% $4.19
 $4.24
 $(0.05)(1)%
Heating degree days 43
 22
 21
95
% 2,487
 2,256
 231
10
% 572
 484
 88
18
% 2,705
 2,444
 261
11
%

Electric gross margin increased $2 million, or 2%, for the thirdsecond quarter of 20162017 compared to 2015 due to:
$3 million in higher customer usage primarily due to the impacts of weather;
$2 million in higher energy efficiency program rate revenue, which is offset in operating and maintenance expense; and
$2 million in higher customer growth.
The increase in gross margin was offset by:
$3 million decrease in wholesale demand charges and
$2 million in usage patterns for commercial and industrial customers.

Operating and maintenance decreased $2 million, or 5%, for the third quarter of 2016 compared to 2015 due to lower planned maintenance and other generating costs, expenses related to uncollectible accounts in 2015, and by changes in contingent liabilities in 2015, partially offset by higher energy efficiency program costs, which are fully recovered in operating revenue.

Depreciation and amortization increased $2 million, or 7%, for the third quarter of 2016 compared to 2015 primarily due to higher plant placed in-service.

Other income (expense) is favorable $5 million, or 36%, for the third quarter of 2016 compared to 2015 primarily due to a decrease in interest expense from recent financing transactions.

Income tax expense increased $3 million, or 16%, for the third quarter of 2016 compared to 2015. The effective tax rate was 37% for 2016 and 2015.



Electric gross margin remained constant for the first nine months of 2016 compared to 2015 due to:
$4 million higher energy efficiency program rate revenue, which is offset in operating and maintenance expense;
$3 million in higher customer usage primarily due to the impacts of weather;
$2 million in higher customer growth; and
$1 million in rental revenue.
The increase in gross margin was offset by:
$4 million related to a settlement payment associated with terminated transmission service in 2015;
$3 million in usage patterns for commercial and industrial customers; and
$3 million decrease in wholesale demand charges.

Natural gas gross margin increased $2 million, or 5%, for the first nine months of 2016 compared to 2015 primarily due to higher customer usage from the impacts of weather.

Operating and maintenance increased $7decreased $5 million, or 6%11%, for the first nine monthssecond quarter of 20162017 compared to 20152016 due to higher energy efficiency program costs, which are fully recovered in operating revenue, increasedlower compensation costs, and higher planned maintenance and other generating costs, partially offset by changes in contingent liabilities in 2015.

Depreciation and amortization increased $4 million, or 5%, for the first nine months of 2016 compared to 2015 primarily due to higher plant placed in-service.operating costs.

Other income (expense) is favorable $4$3 million, or 10%23%, for the first nine monthssecond quarter of 20162017 compared to 20152016 primarily due to a decrease in interest expense from recent financing transactions, partially offset by higher interestlower rates on deferred charges.outstanding debt balances.

Income tax expense decreased $1increased $4 million, or 80%, for the second quarter of 2017 compared to 2016 due to higher pre-tax income. The effective tax rate was 35% in 2017 and 33% in 2016.

Electric gross margin increased $5 million, or 3%, for the first ninesix months of 20162017 compared to 2015.2016 due to:
$4 million higher customer usage from the impacts of weather and
$2 million in higher transmission revenue.
The increase in gross margin was partially offset by:
$2 million in decreased wholesale revenue.

Operating and maintenance decreased $5 million, or 6%, for the first six months of 2017 compared to 2016 due to lower compensation and other operating costs.

Depreciation and amortization decreased $2 million, or 3%, for the first six months of 2017 compared to 2016 primarily due to regulatory amortizations.

Other income (expense) is favorable $8 million, or 30%, for the first six months of 2017 compared to 2016 primarily due to a decrease in interest expense from lower rates on outstanding debt balances.

Income tax expense increased $7 million, or 47%, for the first six months of 2017 compared to 2016 due to higher pre-tax income. The effective tax rate was 35% in 2017 and 36% for 2016 and 2015.in 2016.



Liquidity and Capital Resources

As of SeptemberJune 30, 2016,2017, Sierra Pacific's total net liquidity was $237 million consisting of $67 million in cash and cash equivalents and $250 million of revolving credit facility availability, less $80 million used for tax-exempt bond support.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 nine-monthsix-month periods ended SeptemberJune 30, 2017 and 2016 and 2015 were $191$42 million and $291$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 lower customer advances and lower customer deposits; andhigher contributions to the pension plan,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 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 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 nine-monthsix-month periods ended SeptemberJune 30, 2017 and 2016 and 2015 were $(137)$(87) million and $(151)$(92) million, respectively. The change was primarily due to decreased capital expenditures.



Financing Activities

Net cash flows from financing activities for the nine-monthsix-month periods ended SeptemberJune 30, 2017 and 2016 and 2015 were $(93)$(6) million and $(8)$(87) million, respectively. The change was due to recent financing transactionslower repayments of long-term debt and higherlower dividends paid to NV Energy, Inc. in 2016.

For a discussion2017, partially offset by lower proceeds from issuance of recent financing transactions, refer to Note 5 of Notes to Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.long-term debt.

Ability to Issue Debt

Sierra Pacific's ability to issue debt is primarily impacted by its financing authority from the PUCN. As of SeptemberJune 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 SeptemberJune 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 S&P Global Ratings, 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):
Nine-Month Periods AnnualSix-Month Periods Annual
Ended September 30, ForecastEnded June 30, Forecast
2015 2016 20162016 2017 2017
          
Distribution$90
 $73
 $103
$40
 $38
 $90
Transmission system investment
 16
 30
10
 6
 17
Other63
 48
 66
42
 43
 86
Total$153
 $137
 $199
$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 SeptemberJune 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 9 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 SeptemberJune 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 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 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 SeptemberJune 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: NovemberAugust 4, 20162017/s/ Patrick J. Goodman
 Patrick J. Goodman
 Executive Vice President and Chief Financial Officer
 (principal financial and accounting officer)
  
 PACIFICORP
  
Date: NovemberAugust 4, 20162017/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: NovemberAugust 4, 20162017/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: NovemberAugust 4, 20162017/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: NovemberAugust 4, 20162017/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 (incorporated by reference to Exhibit 4.1 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).
4.2Guarantee and Indemnity Agreement, dated December 8, 2015, by and between Northern Powergrid Holdings Company and the European Investment Bank (incorporated by reference to Exhibit 4.2 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).
4.3£130,000,000 Finance Contract, dated December 2, 2015, by and between Northern Powergrid (Yorkshire) plc and the European Investment Bank (incorporated by reference to Exhibit 4.3 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).
4.4Guarantee and Indemnity Agreement, dated December 8, 2015, by and between Northern Powergrid Holdings Company and the European Investment Bank (incorporated by reference to Exhibit 4.4 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).
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 (incorporated by reference to Exhibit 4.5 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).
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 (incorporated by reference to Exhibit 10.1 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).
10.2Amended and Restated £150,000,000 Facility Agreement, dated April 30, 2015, among Northern Powergrid Holdings Company, as Guarantor and Borrower, Northern Powergrid (Yorkshire) plc and Northern Powergrid (Northeast) Limited as Borrowers, and Abbey National Treasury Services plc, Lloyds Bank plc and The Royal Bank of Scotland plc, as Original Lenders (incorporated by reference to Exhibit 10.2 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).
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 (incorporated by reference to Exhibit 10.3 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).
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 (incorporated by reference to Exhibit 10.4 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).
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 (incorporated by reference to Exhibit 10.5 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).
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 (incorporated by reference to Exhibit 10.6 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).
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 (incorporated by reference to Exhibit 10.7 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).




Exhibit No.Description
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 (incorporated by reference to Exhibit 10.8 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).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.

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 (incorporated by reference to Exhibit 10.9 to the Berkshire Hathaway Energy Company and PacifiCorp Quarterly Reports on Form 10-Q for the quarter ended June 30, 2016).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.


Exhibit No.Description

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.

BERKSHIRE HATHAWAY ENERGY AND NEVADA POWER
4.1Financing 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.

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 SeptemberJune 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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