Bond Berkshire Hathaway Holdings Inc. 4.5% ( US084659AF84 ) in USD

Berkshire Hathaway Holdings Inc.

100 % ▲

United States

US084659AF84 ( in USD )

4.5% per year ( payment 2 times a year)

31/01/2045

Prospectus brochure of the bond Berkshire Hathaway Inc US084659AF84 en USD 4.5%, maturity 31/01/2045

2 000 USD

750 000 000 USD

084659AF8

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

01/08/2025 ( In 81 days )

Berkshire Hathaway Inc. is a multinational conglomerate holding company headquartered in Omaha, Nebraska, known for its diverse portfolio of businesses including insurance, railroads, energy, and manufacturing, and its significant investment holdings managed by Warren Buffett.

The Bond issued by Berkshire Hathaway Holdings Inc. ( United States ) , in USD, with the ISIN code US084659AF84, pays a coupon of 4.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/01/2045

The Bond issued by Berkshire Hathaway Holdings Inc. ( United States ) , in USD, with the ISIN code US084659AF84, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Berkshire Hathaway Holdings Inc. ( United States ) , in USD, with the ISIN code US084659AF84, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B3
424B3 1 d836928d424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-200928

PROSPECTUS

Offer to Exchange
Up to $350,000,000 in aggregate principal amount of
2.40% Senior Notes due 2020 that have been registered under the Securities Act of 1933
for all outstanding unregistered 2.40% Senior Notes due 2020
Up to $400,000,000 in aggregate principal amount of
3.50% Senior Notes due 2025 that have been registered under the Securities Act of 1933
for all outstanding unregistered 3.50% Senior Notes due 2025
Up to $750,000,000 in aggregate principal amount of
4.50% Senior Notes due 2045 that have been registered under the Securities Act of 1933
for all outstanding unregistered 4.50% Senior Notes due 2045

· We are offering to exchange (i) new 2.40% Senior Notes due February 1, 2020 (the "2020 Exchange Notes") that have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for all of our outstanding unregistered 2.40% Senior Notes due February 1, 2020 (CUSIP Nos.
084659 AA9 and U0740L AA3) (the "2020 Initial Notes"); (ii) new 3.50% Senior Notes due February 1, 2025 (the "2025 Exchange Notes") that have
been registered under the Securities Act for all of our outstanding unregistered 3.50% Senior Notes due February 1, 2025 (CUSIP Nos. 084659 AC5 and
U0740L AB1) (the "2025 Initial Notes"); and (iii) new 4.50% Senior Notes due February 1, 2045 (the "2045 Exchange Notes") that have been registered
under the Securities Act for all of our outstanding unregistered 4.50% Senior Notes due February 1, 2045 (CUSIP Nos. 084659 AE1 and U0740L AC9)
(the "2045 Initial Notes").

· The term "Exchange Notes" refers collectively to the 2020 Exchange Notes, the 2025 Exchange Notes and the 2045 Exchange Notes. The term "Initial
Notes" refers collectively to the 2020 Initial Notes, the 2025 Initial Notes and the 2045 Initial Notes. The term "Notes" refers to both the Initial Notes and
the Exchange Notes. We refer to the offer to exchange the Exchange Notes for the applicable series of Initial Notes as described in the immediately
preceding bullet as the "Exchange Offer" in this prospectus.

· Interest on each series of Exchange Notes will be payable semi-annually in arrears on each February 1 and August 1, commencing August 1, 2015.

· The Exchange Offer expires at 5:00 p.m., New York City time, on January 26, 2015, unless extended.

· The Exchange Offer is subject to customary conditions that may be waived by us.

· All Initial Notes outstanding that are validly tendered and not validly withdrawn prior to the expiration of the Exchange Offer will be exchanged for the
Exchange Notes.

· Tenders of Initial Notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date of the Exchange Offer.

· We will not receive any proceeds from the Exchange Offer.

· The terms of the Exchange Notes to be issued are substantially identical to the terms of the applicable series of Initial Notes, except that the Exchange
Notes will not have transfer restrictions, and holders of the Exchange Notes will not have registration rights.

· There is no established trading market for the Exchange Notes, and we do not intend to apply for listing of the Exchange Notes on any securities
exchange or market quotation system.

· Broker-dealers who receive Exchange Notes pursuant to the Exchange Offer acknowledge that they will deliver a prospectus in connection with any
resale of such Exchange Notes.

· Broker-dealers who acquired the Initial Notes as a result of market-making or other trading activities may use this prospectus, as it may be amended or
supplemented from time to time, in connection with resales of the Exchange Notes.

http://www.sec.gov/Archives/edgar/data/1081316/000119312514452206/d836928d424b3.htm[2/3/2015 11:27:58 AM]

424B3

See "Risk Factors" beginning on page 8 for a discussion of matters you should consider before you participate in
the Exchange Offer.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is December 23, 2014
Table of Contents
TABLE OF CONTENTS

Page
SUMMARY
1
RISK FACTORS
8
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
24
USE OF PROCEEDS
26
THE EXCHANGE OFFER
27
SELECTED HISTORICAL FINANCIAL AND OPERATING DATA
37
DESCRIPTION OF THE NOTES
39
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
55
CERTAIN ERISA CONSIDERATIONS
56
PLAN OF DISTRIBUTION
58
LEGAL MATTERS
59
EXPERTS
59
WHERE YOU CAN FIND MORE INFORMATION
59
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
60
In this prospectus, unless otherwise indicated or the context otherwise requires, references to "BHE," "we," "us" and "our" refer to Berkshire
Hathaway Energy Company, an Iowa corporation.
This prospectus incorporates important business and financial information about us that is not included or delivered with this prospectus. We
will provide this information to you at no charge upon written or oral request directed to Vice President and Treasurer, Berkshire Hathaway Energy
Company, 666 Grand Avenue, Suite 500, Des Moines, Iowa 50309-2580, telephone number (515) 242-4300. In order to ensure timely delivery of
the information, any request should be made by January 16, 2015.
No dealer, salesperson or other individual has been authorized to give any information or to make any representations not contained in this
prospectus in connection with the Exchange Offer. If given or made, such information or representations must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implications that
there has not been any change in the facts set forth in this prospectus or in our affairs since the date hereof.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer acknowledges that it will deliver a
prospectus in connection with any resale of such Exchange Notes. The letter of transmittal accompanying this prospectus states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with
resales of the Exchange Notes received in exchange for Initial Notes where such Initial Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities. We have agreed that, for a period of 120 days after the expiration of the Exchange Offer, we
will make this prospectus available to any broker-dealer for use in connection with any such resales. See "Plan of Distribution."

i
Table of Contents
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
http://www.sec.gov/Archives/edgar/data/1081316/000119312514452206/d836928d424b3.htm[2/3/2015 11:27:58 AM]

424B3
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH
THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A
FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE
FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN
ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR
CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

ii
Table of Contents
SUMMARY
This section contains a general summary of certain of the information contained in this prospectus. It does not include all of the
information that may be important to you. You should read this entire prospectus, including the "Risk Factors" section and the documents
incorporated by reference herein, including our Annual Report on Form 10-K for the year ended December 31, 2013 and our Quarterly
Reports on Form 10-Q for the quarterly periods ended March 31, 2014, June 30, 2014 and September 30, 2014 and the consolidated financial
statements and notes to those statements contained in those reports, before making an investment decision. See "Where You Can Find More
Information."
Berkshire Hathaway Energy Company
Overview of Our Business
We are a holding company that owns subsidiaries principally engaged in energy businesses (collectively with us, the "Company") and
that is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway"). The balance of our common stock is owned by
Mr. Walter Scott, Jr., a member of our Board of Directors (along with family members and related entities), and Mr. Gregory E. Abel, our
Chairman, President and Chief Executive Officer. As of November 30, 2014, Berkshire Hathaway, Mr. Scott (along with family members and
related entities) and Mr. Abel owned 89.8%, 9.2% and 1.0%, respectively, of our voting common stock.
The Company, through its operating platforms, owns four utility companies in the United States serving customers in 11 states, two
interstate natural gas pipeline companies in the United States, two electricity distribution companies in Great Britain, an electric transmission
business in Canada, ownership interests in electric transmission businesses in the United States and a renewable energy business primarily
selling power generated from solar, wind and geothermal sources under long-term contracts. We also own the second-largest residential real
estate brokerage firm in the United States and the second-largest residential real estate brokerage franchise network in the United States.
As of September 30, 2014, prior to the completion of the AltaLink Acquisition (defined below), we had total consolidated assets of $74
billion, of which 84% were the assets of our rate-regulated businesses. For the nine months ended September 30, 2014, prior to the
completion of the AltaLink Acquisition, 90% of our consolidated operating income was generated from investment grade rate-regulated
businesses.
Recent Development
On December 1, 2014, we acquired 100% of AltaLink, L.P. ("AltaLink"), previously an indirect wholly-owned subsidiary of SNC-
Lavalin Group Inc. ("SNC-Lavalin"), for a cash purchase price of C$3.1 billion (approximately $2.7 billion) pursuant to a Share Purchase
Agreement, dated May 1, 2014 (the "AltaLink Acquisition"). AltaLink is a regulated electric transmission business, headquartered in Calgary,
Alberta. AltaLink owns 12,000 kilometers of transmission lines in Alberta and operates under a cost-of-service regulatory model, including a
forward test year, overseen by the Alberta Utilities Commission ("AUC"). AltaLink reported C$5.9 billion of total assets as of December 31,
2013 and C$534 million of revenue and C$259 million of operating income for the year ended December 31, 2013. As a result of the AltaLink
Acquisition, AltaLink now operates as a separate subsidiary of ours.
http://www.sec.gov/Archives/edgar/data/1081316/000119312514452206/d836928d424b3.htm[2/3/2015 11:27:58 AM]

424B3
The AltaLink Acquisition was approved by both the SNC-Lavalin and BHE boards of directors in May 2014. On June 4, 2014, an
advance ruling certificate was received from the Canadian Commissioner of Competition, providing clearance for the AltaLink Acquisition.
On July 25, 2014, the Canadian Minister of Industry approved the transaction under the Investment Canada Act, determining the AltaLink
Acquisition

1
Table of Contents
constitutes a net benefit to Canada. On November 28, 2014, the AUC approved the transaction. In the proceeding before the AUC, several
parties participated as intervenors and one or more of these intervenors may seek to appeal the AUC's order; however, while no assurances can
be given, we do not believe that any such appeal would have any significant merit or result in any material impact upon the AltaLink
Acquisition or the business of AltaLink.
Our operations are organized and managed as eleven distinct platforms, including AltaLink. A chart of our operating platforms, together
with a brief description of their respective principal lines of business, is set out below:

We own and operate a large, diverse portfolio of regulated utility businesses. For additional reportable segment information regarding
our platforms as of December 31, 2013 and September 30, 2014, refer to Note 22 of Notes to Consolidated Financial Statements in Item 8 of
our Annual Report on Form 10-K for the year ended December 31, 2013 and Note 13 of Notes to Consolidated Financial Statements in Item 1
of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014. Northern Natural Gas Company ("Northern Natural
Gas") and Kern River Gas Transmission Company ("Kern River" and, together with Northern Natural Gas, the "Pipelines") have been
aggregated in the reportable segment called Pipelines, MidAmerican Renewables, LLC and CalEnergy Philippines have been aggregated in
the reportable segment called MidAmerican Renewables and MidAmerican Transmission, LLC has been included in BHE and Other therein.
Our principal executive offices are located at 666 Grand Avenue, Suite 500, Des Moines, Iowa 50309-2580 and our telephone number at
that address is (515) 242-4300. Our website is located at http://www.berkshirehathawayenergyco.com. Information contained on, or connected
to, our website does not and will not constitute part of this prospectus.

2
Table of Contents
THE EXCHANGE OFFER
On December 4, 2014, we privately placed $1,500,000,000 aggregate principal amount of Initial Notes in a transaction exempt from
registration under the Securities Act. In connection with the private placement, we entered into a registration rights agreement, dated as of
December 4, 2014, with the initial purchasers of the Initial Notes. In the registration rights agreement, we agreed to offer the Exchange Notes,
which will be registered under the Securities Act, in exchange for the applicable series of Initial Notes. The Exchange Offer described in this
http://www.sec.gov/Archives/edgar/data/1081316/000119312514452206/d836928d424b3.htm[2/3/2015 11:27:58 AM]

424B3
prospectus is intended to satisfy our obligations under the registration rights agreement. We also agreed to deliver this prospectus to the
holders of the Initial Notes. You should read the discussion under the headings "Summary--Terms of the Notes" and "Description of the
Notes" for information regarding the Notes.

The Exchange Offer
This is an offer to exchange (i) $1,000 in principal amount of the 2020 Exchange Notes
for each $1,000 in principal amount of the 2020 Initial Notes, (ii) $1,000 in principal
amount of the 2025 Exchange Notes for each $1,000 in principal amount of the 2025
Initial Notes and (iii) $1,000 in principal amount of the 2045 Exchange Notes for each
$1,000 in principal amount of the 2045 Initial Notes. The Exchange Notes are
substantially identical to the Initial Notes, except that the Exchange Notes will generally
be freely transferable. We believe that you can transfer the Exchange Notes without
complying with the registration and prospectus delivery provisions of the Securities Act
if you:

· acquire the Exchange Notes in the ordinary course of your business;

· are not, and do not intend to become, engaged in a distribution of the Exchange

Notes;

· are not an "affiliate" (within the meaning of the Securities Act) of ours;

· are not a broker-dealer (within the meaning of the Securities Act) that acquired the

Initial Notes from us or our affiliates; and

· are not a broker-dealer (within the meaning of the Securities Act) that acquired the

Initial Notes in a transaction as part of its market-making or other trading activities.

If you do not meet these requirements, your resale of Exchange Notes must comply with

the registration and prospectus delivery requirements of the Securities Act.

Our belief is based on interpretations by the staff of the SEC, as set forth in no-action
letters issued to third parties. The staff of the SEC has not considered this Exchange

Offer in the context of a no-action letter, and we cannot assure you that the staff of the
SEC would make a similar determination with respect to this Exchange Offer.

If our belief is not accurate and you transfer an Exchange Note without delivering a
prospectus meeting the requirements of the federal securities laws or without an

exemption from these laws, you may incur liability under the federal securities laws.
We do not and will not assume, or indemnify you against, this liability. See "The
Exchange Offer--Terms of the Exchange."

3
Table of Contents
Registration Rights Agreement
We have agreed to file an exchange offer registration statement or, under certain
circumstances, a shelf registration statement pursuant to a registration rights agreement
with respect to the Notes. The registration statement relating to the Exchange Offer
described in this prospectus is intended to satisfy our obligations under the registration
rights agreement with respect to such exchange offer registration statement.

Minimum Condition
The Exchange Offer is not conditioned on any minimum aggregate principal amount of
Initial Notes being tendered for exchange.

Expiration Date
The Exchange Offer will expire at 5:00 p.m., New York City time, on January 26, 2015,
unless we extend it.

Exchange Date
The Initial Notes will be accepted for exchange at the time when all conditions of the
http://www.sec.gov/Archives/edgar/data/1081316/000119312514452206/d836928d424b3.htm[2/3/2015 11:27:58 AM]

424B3
Exchange Offer are satisfied or waived. The Exchange Notes will be issued and
delivered promptly after the expiration of the Exchange Offer.

Conditions to the Exchange
Our obligation to complete the Exchange Offer is subject to certain conditions. See "The
Exchange Offer--Conditions to the Exchange Offer." We reserve the right to terminate
the Exchange Offer if any such conditions shall have occurred or to amend the terms of
the Exchange Offer in accordance with applicable law or regulation, in each case at any
time prior to the expiration of the Exchange Offer on the expiration date.

Withdrawal Rights
You may withdraw the tender of your Initial Notes at any time before the expiration of
the Exchange Offer on the expiration date. Any Initial Notes not accepted for any reason
will be returned to you without expense as promptly as practicable after the expiration or
termination of the Exchange Offer.

Procedures for Tendering Initial Notes
See "The Exchange Offer--How to Tender."

U.S. Federal Income Tax Considerations
The exchange of the Initial Notes for the Exchange Notes will not be a taxable
exchange for U.S. federal income tax purposes, and holders will not realize any taxable
gain or loss as a result of such exchange. For additional information, see "Material U.S.
Federal Income Tax Considerations." You should consult your own tax advisor as to the
tax consequences to you of the Exchange Offer, as well as tax consequences of the
ownership and disposition of the Exchange Notes.

Effect on Holders of Initial Notes
If the Exchange Offer is completed on the terms and within the period contemplated by
this prospectus, holders of the Initial Notes will have no further registration or other
rights under the registration rights agreement, except under limited circumstances. See
"The Exchange Offer--Other."

4
Table of Contents
Holders of Initial Notes who do not tender their Initial Notes will continue to hold those
Initial Notes. All untendered, and tendered but unaccepted, Initial Notes will continue to
be subject to the transfer restrictions provided for in the Initial Notes and the indenture
under which the Initial Notes have been issued. To the extent that the Initial Notes are
tendered and accepted in the Exchange Offer, the trading market, if any, for the Initial

Notes could be adversely affected. See "Risk Factors--Other Risks Associated with the
Notes." You may not be able to sell your Initial Notes if you do not exchange them for
registered Exchange Notes in the Exchange Offer. Your ability to sell your Initial Notes
may be significantly more limited and the price at which you may be able to sell your
Initial Notes may be significantly lower if you do not exchange them for registered
Exchange Notes in the Exchange Offer. See "The Exchange Offer--Other."

Use of Proceeds
We will not receive any proceeds from the issuance of Exchange Notes in the Exchange
Offer.

Exchange Agent
The Bank of New York Mellon Trust Company, N.A. is serving as the exchange agent
in connection with the Exchange Offer.

Interest on Initial Notes Exchanged in the
For each series of Exchange Notes offered hereby, holders of such Exchange Notes on
Exchange Offer
the record date for the first interest payment date following the consummation of the
Exchange Offer will be entitled to receive interest accruing from the issue date of the
Original Notes or, if interest has been paid, the most recent date to which interest has
been paid on the Initial Notes.

http://www.sec.gov/Archives/edgar/data/1081316/000119312514452206/d836928d424b3.htm[2/3/2015 11:27:58 AM]

424B3

5
Table of Contents
TERMS OF THE NOTES
A brief description of the material terms of the Notes follows. For a more complete description, see "Description of the Notes."

General
$350,000,000 aggregate principal amount of 2.40% Senior Notes due 2020.

$400,000,000 aggregate principal amount of 3.50% Senior Notes due 2025.

$750,000,000 aggregate principal amount of 4.50% Senior Notes due 2045.

The Initial Notes were, and the Exchange Notes will be, issued under a tenth supplement
to the indenture, dated as of October 4, 2002, as amended to date, between us and The
Bank of New York Mellon Trust Company, N.A., as trustee. Unless otherwise indicated,

references hereafter to the securities in this prospectus include the securities previously
issued under the indenture and which currently remain outstanding and the Notes (and
any other series of notes, bonds or other securities hereafter issued under a supplemental
indenture or otherwise pursuant to the indenture).

Maturity Dates
The 2020 Exchange Notes and the 2020 Initial Notes (collectively, the "2020 Notes")
will mature on February 1, 2020.

The 2025 Exchange Notes and the 2025 Initial Notes (collectively, the "2025 Notes")

will mature on February 1, 2025.

The 2045 Exchange Notes and the 2045 Initial Notes (collectively, the "2045 Notes")

will mature on February 1, 2045.

Interest Rates
The 2020 Notes will bear interest from December 4, 2014 at the rate of 2.40% per year.

The 2025 Notes will bear interest from December 4, 2014 at the rate of 3.50% per year.

The 2045 Notes will bear interest from December 4, 2014 at the rate of 4.50% per year.

Interest Payment Dates
Interest will be payable on each outstanding series of the Notes on February 1 and
August 1 of each year, beginning on August 1, 2015.

Optional Redemption
The Notes will be redeemable prior to maturity, in whole or in part, at our option, at any
time or from time to time prior to January 1, 2020 (in the case of the 2020 Notes),
November 1, 2024 (in the case of the 2025 Notes) or August 1, 2044 (in the case of the
2045 Notes) at a redemption price equal to the greater of (1) 100% of the aggregate
principal amount of the Notes of such series to be redeemed and (2) a

6
Table of Contents
"make-whole" amount described under "Description of the Notes--Optional

Redemption" in this prospectus plus any accrued and unpaid interest on the Notes of
http://www.sec.gov/Archives/edgar/data/1081316/000119312514452206/d836928d424b3.htm[2/3/2015 11:27:58 AM]

424B3
such series to be redeemed to, but not including, the redemption date.

On or after January 1, 2020 (in the case of the 2020 Notes), November 1, 2024 (in the
case of the 2025 Notes) or August 1, 2044 (in the case of the 2045 Notes), we may
redeem all or any part of the Notes of the applicable series, at any time or from time to

time, at a redemption price equal to 100% of the principal amount of Notes of such
series to be redeemed, plus any accrued and unpaid interest to, but not including, the
redemption date. See "Description of the Notes--Optional Redemption."

Sinking Fund
No series of the Notes will be subject to a mandatory sinking fund.

Ranking
Each series of the Notes will be our senior unsecured obligations and rank pari passu in
right of payment with all our other existing and future senior unsecured obligations
(including the securities previously issued under the indenture) and senior in right of
payment to all our future subordinated indebtedness, if any. Each series of the Notes
will be effectively subordinated to all our existing and future secured obligations and to
all existing and future obligations of our subsidiaries.

Change of Control
Upon the occurrence of a Change of Control, each holder of the Notes will have the
right, at the holder's option, to require us to repurchase all or any part of the holder's
Notes at a purchase price in cash equal to 101% of the principal thereof, plus any
accrued and unpaid interest, if any, to the date of such purchase in accordance with the
procedures set forth in the indenture. See "Description of the Notes--Covenants--
Purchase of Securities Upon a Change of Control."

Covenants
The indenture contains covenants that, among other things, restrict our ability to grant
liens on our assets and our ability to merge, consolidate or transfer or lease all or
substantially all of our assets. See "Description of the Notes--Covenants."

Events of Default
The indenture contains events of default that are described below under "Description of
the Notes--Events of Default."

Trustee
The Bank of New York Mellon Trust Company, N.A. will be the trustee for the holders
of the Notes.

Governing Law
The Notes, the indenture and the other documents for the offering of the Notes will be
governed by the laws of the State of New York.
Risk Factors
This investment involves risks. Before you invest in the Notes, you should carefully consider the matters set forth under the heading
"Risk Factors" on the next page and all other information in this prospectus.

7
Table of Contents
RISK FACTORS
An investment in the Notes is subject to numerous risks, including, but not limited to, those described below. Careful consideration of these
risks, together with all of the other information contained elsewhere in this prospectus and the documents incorporated by reference herein, should
be made before making an investment decision. Additional risks and uncertainties not presently known or which we currently deem immaterial
may also impair our business operations and our ability to service the Notes.
Our Corporate and Financial Structure Risks
We are a holding company and depend on distributions from subsidiaries, including joint ventures, to meet our obligations.
http://www.sec.gov/Archives/edgar/data/1081316/000119312514452206/d836928d424b3.htm[2/3/2015 11:27:58 AM]

424B3
We are a holding company with no material assets other than the ownership interests in our subsidiaries and joint ventures, collectively
referred to as our subsidiaries. Accordingly, cash flows and the ability to meet our obligations, including payment of principal, interest and any
premium payments on the Notes, are largely dependent upon the earnings of our subsidiaries and the payment of such earnings to us in the form of
dividends or other distributions. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay
amounts due pursuant to the Notes or our other obligations, or to make funds available, whether by dividends or other payments, for the payment
of the Notes or our other obligations, and do not guarantee the payment of any of our obligations, including the Notes. Distributions from
subsidiaries may also be limited by:

·
their respective earnings, capital requirements, and required debt and preferred stock payments;

·
the satisfaction of certain terms contained in financing, ring-fencing or organizational documents; and

·
regulatory restrictions that limit the ability of our regulated utility subsidiaries to distribute profits.
We are substantially leveraged, the terms of the Notes and our existing senior and junior subordinated debt do not (and the terms of any
of our future debt are not expected to) restrict the incurrence of additional debt by us or our subsidiaries, and our senior debt, including the
Notes, will be structurally subordinated to the debt of our subsidiaries, each of which could adversely affect our consolidated financial results
and our ability to service the Notes.
A significant portion of our capital structure is comprised of debt, and we expect to incur additional debt in the future to fund items such as,
among others, acquisitions, capital investments and the development and construction of new or expanded facilities at our subsidiaries. As of
September 30, 2014, we had the following outstanding obligations:

·
senior unsecured debt of $6.4 billion;

·
junior subordinated debentures of $2.3 billion;

·
borrowings under our commercial paper program of $75 million;

·
commitments to provide equity contributions in support of the construction of certain solar and wind projects totaling $1.8 billion; and

·
guarantees and letters of credit in respect of subsidiary and equity method investments aggregating $220 million.
The above amounts do not include the $1.5 billion of Initial Notes issued on December 4, 2014, or the $1.5 billion of junior subordinated
debentures we recently issued and sold to subsidiaries of Berkshire Hathaway to fund part of the AltaLink Acquisition.

8
Table of Contents
Our consolidated subsidiaries also have significant amounts of outstanding debt, which totaled $23.9 billion as of September 30, 2014. These
amounts exclude (a) trade debt, (b) preferred stock obligations, (c) letters of credit in respect of subsidiary debt, and (d) our share of the
outstanding debt of our own or our subsidiaries' equity method investments. In addition, as part of the AltaLink Acquisition, we acquired
subsidiaries that reported outstanding debt of C$4.1 billion as of September 30, 2014.
Given our substantial leverage, we may not have sufficient cash to service our debt, including the Notes, which could limit our ability to
finance future acquisitions, develop and construct additional projects, or operate successfully under difficult conditions, including those brought on
by adverse national and global economies, unfavorable financial markets or growth conditions where our capital needs may exceed our ability to
fund them. Our leverage could also impair our credit quality or the credit quality of our subsidiaries, making it more difficult to finance operations
or issue future debt on favorable terms, and could result in a downgrade in debt ratings, including those of the Notes, by credit rating agencies.
The terms of the Notes and our other senior debt do not limit our ability or the ability of our subsidiaries to incur additional debt or issue
preferred stock. Accordingly, we or our subsidiaries could enter into acquisitions, new financings, refinancings, recapitalizations, capital leases or
other highly leveraged transactions that could significantly increase our or our subsidiaries' total amount of outstanding debt. The interest payments
needed to service this increased level of debt could adversely affect our consolidated financial results and our ability to service the Notes. Many of
our subsidiaries' debt agreements contain covenants, or may in the future contain covenants, that restrict or limit, among other things, such
subsidiaries' ability to create liens, sell assets, make certain distributions, incur additional debt or miss contractual deadlines or requirements, and
our ability to comply with these covenants may be affected by events beyond our control. Further, if an event of default accelerates a repayment
obligation and such acceleration results in an event of default under some or all of our other debt or the indenture for the Notes, we may not have
sufficient funds to repay all of the accelerated debt and the Notes simultaneously, and the other risks described under "Our Corporate and Financial
Structure Risks" may be magnified as well.
http://www.sec.gov/Archives/edgar/data/1081316/000119312514452206/d836928d424b3.htm[2/3/2015 11:27:58 AM]

424B3
Because we are a holding company, the claims of our senior debt holders are structurally subordinated with respect to the assets and earnings
of our subsidiaries. Therefore, your rights and the rights of our other creditors to participate in the assets of any subsidiary in the event of a
liquidation or reorganization are subject to the prior claims of the subsidiary's creditors and preferred shareholders, if any. In addition, pursuant to
separate financing agreements, substantially all of PacifiCorp's electric utility properties, MidAmerican Energy Company's electric utility
properties in the state of Iowa, Nevada Power Company's and Sierra Pacific Power Company's properties and AltaLink's transmission properties,
the equity interest of MidAmerican Funding, LLC's subsidiary, the long-term customer contracts of Kern River and substantially all of the assets of
the subsidiaries of MidAmerican Renewables, LLC that are direct or indirect owners of generation projects, are directly or indirectly pledged to
secure their financings and, therefore, may be unavailable as potential sources of repayment of the Notes and our other senior debt.
A downgrade in our credit ratings or the credit ratings of our subsidiaries could negatively affect our or our subsidiaries' access to
capital, increase the cost of borrowing or raise energy transaction credit support requirements.
Our senior unsecured debt is rated by various rating agencies. We cannot assure that our senior unsecured debt rating will not be reduced in
the future. Although none of our outstanding debt has rating-downgrade triggers that would accelerate a repayment obligation, a credit rating
downgrade would increase our borrowing costs and commitment fees on our revolving credit agreements and other financing arrangements,
perhaps significantly, and would cause our obligations under commitments to provide equity contributions in support of the construction of solar
and wind projects by certain of our indirect subsidiaries to be supported by cash collateral or letters of credit. In addition, we would likely be
required to pay a higher interest rate in future financings, and the potential pool of investors and funding sources would likely decrease. Further,
access to the commercial paper market, our principal source of short-term borrowings, could be significantly limited, resulting in higher interest
costs.

9
Table of Contents
Similarly, any downgrade or other event negatively affecting the credit ratings of our subsidiaries could make their costs of borrowing higher
or access to funding sources more limited, which in turn could cause us to provide liquidity in the form of capital contributions or loans to such
subsidiaries, thus reducing our and our subsidiaries' liquidity and borrowing capacity.
Most of our subsidiaries' large wholesale customers, suppliers and counterparties require our subsidiaries to have sufficient creditworthiness
in order to enter into transactions, particularly in the wholesale energy markets. If the credit ratings of our subsidiaries were to decline, especially
below investment grade, financing costs and borrowings would likely increase because certain counterparties may require collateral in the form of
cash, a letter of credit or some other form of security for existing transactions and as a condition to entering into future transactions with our
subsidiaries. Such amounts may be material and may adversely affect our subsidiaries' liquidity and cash flows.
Our majority shareholder, Berkshire Hathaway, could exercise control over us in a manner that would benefit Berkshire Hathaway to the
detriment of our creditors.
Berkshire Hathaway is our majority owner and has control over all decisions requiring shareholder approval. In circumstances involving a
conflict of interest between Berkshire Hathaway and our creditors, Berkshire Hathaway could exercise its control in a manner that would benefit
Berkshire Hathaway to the detriment of our creditors.
Our Business Risks
Much of our growth has been achieved through acquisitions, including the AltaLink Acquisition, and any such acquisitions may not be
successful.
Much of our growth has been achieved through acquisitions. Future acquisitions may range from buying individual assets to the purchase of
entire businesses. On December 19, 2013, we completed the NV Energy acquisition and we completed the AltaLink Acquisition on December 1,
2014. We will continue to investigate and pursue opportunities for future acquisitions that we believe, but cannot assure you, may increase value
and expand or complement existing businesses. We may participate in bidding or other negotiations at any time for such acquisition opportunities
which may or may not be successful.
Any acquisition entails numerous risks, including, among others:

·
the failure to complete the transaction for various reasons, such as the inability to obtain the required regulatory approvals, materially

adverse developments in the potential acquiree's business or financial condition or successful intervening offers by third parties;

·
the failure of the combined business to realize the expected benefits;

http://www.sec.gov/Archives/edgar/data/1081316/000119312514452206/d836928d424b3.htm[2/3/2015 11:27:58 AM]

Document Outline

#1">
- #1">