UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 4, 2016 (November 4, 2016)
Date of Report (Date of earliest event reported)
|
| | | | |
Commission | | Exact name of registrant as specified in its charter; | | IRS Employer |
File Number | | State or other jurisdiction of incorporation or organization | | 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 | | |
| | 503-813-5645 | | |
| | | | |
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) | | |
______________________________________________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrants under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure
Berkshire Hathaway Energy Company ("BHE") and its direct and indirect subsidiaries PacifiCorp, MidAmerican Funding, LLC, MidAmerican Energy Company, Nevada Power Company and Sierra Pacific Power Company (collectively, the "Subsidiary Registrants" and together with BHE, the "Registrants") are furnishing certain information titled "2016 EEI Financial Conference" as Exhibit 99.1 to this Form 8-K as it, in part, includes information about BHE and each Subsidiary Registrant.
In accordance with general instruction B.2 of Form 8-K, the information in this report (including exhibits) is being furnished by each Registrant pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that section. Furthermore, the information contained in the presentation filed herewith shall not be deemed incorporated by reference in any filing made by a Registrant under the Securities Act of 1933, as amended ("Securities Act"), or the Exchange Act. This report will not be deemed an admission by any Registrant as to the materiality of any information in the report that is required to be disclosed by such Registrant solely by Regulation FD.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
|
| | |
Exhibit No. | | Description |
| | |
99.1 | | Information titled "2016 EEI Financial Conference." |
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 and Section 21E of the Exchange Act. 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:
| |
• | general economic, political and business conditions, as well as changes in, and compliance with, laws and regulations, including reliability and safety standards, affecting the Registrants' 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 rate cases and other proceedings conducted by regulatory commissions or other governmental and legal bodies and the Registrants' 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 distributed generation measures and programs, that could affect customer growth and usage, electricity and natural gas supply or the Registrants' ability to obtain long-term contracts with customers and suppliers; |
| |
• | performance, availability and ongoing operation of the Registrants' 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; |
| |
• | a high degree of variance between actual and forecasted load or generation that could impact a Registrants' 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; |
| |
• | the financial condition and creditworthiness of the Registrants' 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; |
| |
• | changes in the Registrant's respective credit ratings; |
| |
• | 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 United States Securities and Exchange Commission or in other publicly disseminated written documents. |
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.
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 hereunto duly authorized.
|
| |
| BERKSHIRE HATHAWAY ENERGY COMPANY |
Date: November 4, 2016 | |
| /s/ Douglas L. Anderson |
| Douglas L. Anderson |
| Chief Corporate Counsel |
| |
| |
| PACIFICORP |
Date: November 4, 2016 | |
| /s/ Nikki L. Kobliha |
| Nikki L. Kobliha |
| Vice President and Chief Financial Officer |
| |
| |
| MIDAMERICAN FUNDING, LLC |
| MIDAMERICAN ENERGY COMPANY |
Date: November 4, 2016 | |
| /s/ Paul J. Leighton |
| Paul J. Leighton |
| Vice President and Secretary of MidAmerican Funding, LLC and |
| Vice President, Secretary and Assistant General Counsel of |
| MidAmerican Energy Company |
| |
| |
| NEVADA POWER COMPANY |
Date: November 4, 2016 | |
| /s/ E. Kevin Bethel |
| E. Kevin Bethel |
| Senior Vice President, Chief Financial Officer and Director |
| |
| |
| SIERRA PACIFIC POWER COMPANY |
Date: November 4, 2016 | |
| /s/ E. Kevin Bethel |
| E. Kevin Bethel |
| Senior Vice President, Chief Financial Officer and Director |
EXHIBIT INDEX
|
| | |
Exhibit No. | | Description |
| | |
99.1 | | Information titled "2016 EEI Financial Conference." |