Bond Berkshire Hathaway Holdings Inc. 3.25% ( US084659AM36 ) in USD

Berkshire Hathaway Holdings Inc.

100 % ▲

United States

US084659AM36 ( in USD )

3.25% per year ( payment 2 times a year)

14/04/2028

Prospectus brochure of the bond Berkshire Hathaway Inc US084659AM36 en USD 3.25%, maturity 14/04/2028

2 000 USD

599 655 000 USD

084659AM3

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

15/10/2025 ( In 156 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 US084659AM36, pays a coupon of 3.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/04/2028

The Bond issued by Berkshire Hathaway Holdings Inc. ( United States ) , in USD, with the ISIN code US084659AM36, 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 US084659AM36, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-223840

PROSPECTUS

Offer to Exchange
Up to $450,000,000 in aggregate principal amount of
2.375% Senior Notes due 2021 that have been registered under the Securities Act of 1933
for all outstanding unregistered 2.375% Senior Notes due 2021
Up to $400,000,000 in aggregate principal amount of
2.800% Senior Notes due 2023 that have been registered under the Securities Act of 1933
for all outstanding unregistered 2.800% Senior Notes due 2023
Up to $600,000,000 in aggregate principal amount of
3.250% Senior Notes due 2028 that have been registered under the Securities Act of 1933
for all outstanding unregistered 3.250% Senior Notes due 2028
Up to $750,000,000 in aggregate principal amount of
3.800% Senior Notes due 2048 that have been registered under the Securities Act of 1933
for all outstanding unregistered 3.800% Senior Notes due 2048

·
We are offering to exchange (i) new 2.375% Senior Notes due January 15, 2021 (the "2021 Exchange Notes") that have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for all of our outstanding unregistered 2.375% Senior Notes due January 15, 2021 (CUSIP Nos. 084659 AG6 and U0740L AD7) (the "2021
Initial Notes"); (ii) new 2.800% Senior Notes due January 15, 2023 (the "2023 Exchange Notes") that have been registered under the Securities Act for all of our outstanding
unregistered 2.800% Senior Notes due January 15, 2023 (CUSIP Nos. 084659 AJ0 and U0740L AE5) (the "2023 Initial Notes"); (iii) new 3.250% Senior Notes due April 15,
2028 (the "2028 Exchange Notes") that have been registered under the Securities Act for all of our outstanding unregistered 3.250% Senior Notes due April 15, 2028 (CUSIP
Nos. 084659 AL5 and U0740L AF2) (the "2028 Initial Notes"); and new 3.800% Senior Notes due July 15, 2048 (the "2048 Exchange Notes") that have been registered under
the Securities Act for all of our outstanding unregistered 3.800% Senior Notes due July 15, 2048 (CUSIP Nos. 084659 AN1 and U0740L AG0) (the "2048 Initial Notes").

·
The term "Exchange Notes" refers collectively to the 2021 Exchange Notes, the 2023 Exchange Notes, the 2028 Exchange Notes and the 2048 Exchange Notes. The term
"Initial Notes" refers collectively to the 2021 Initial Notes, the 2023 Initial Notes, the 2028 Initial Notes and the 2048 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 of the 2021 Exchange Notes, the 2023 Exchange Notes and the 2048 Exchange Notes will be payable semi-annually in arrears on each January 15 and July 15,
commencing July 15, 2018.

·
Interest on the 2028 Exchange Notes will be payable semi-annually in arrears on each April 15 and October 15, commencing April 15, 2018.

·
The Exchange Offer expires at 5:00 p.m., New York City time, on May 2, 2018, 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.
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·
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.

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 April 4, 2018
Table of Contents
TABLE OF CONTENTS

SUMMARY
1
RISK FACTORS
8
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
25
USE OF PROCEEDS
27
THE EXCHANGE OFFER
27
SELECTED HISTORICAL FINANCIAL AND OPERATING DATA
37
DESCRIPTION OF THE NOTES
39
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
55
CERTAIN ERISA CONSIDERATIONS
55
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. Unless otherwise indicated or the context otherwise requires, references to "Berkshire Hathaway
Energy" refer to BHE and its consolidated subsidiaries.
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 April 25, 2018.
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."
Table of Contents
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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, 2017 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 a highly diversified portfolio of locally managed businesses principally engaged in the energy industry and
we are a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway"). As of March 22, 2018, Berkshire Hathaway, Mr. Walter Scott,
Jr., a member of our Board of Directors (along with his family members and related or affiliated entities) and Mr. Gregory E. Abel, our Executive
Chairman, beneficially owned 90.4%, 8.6% and 1.0%, respectively, of our voting common stock.
Our operations are organized as eight business segments: PacifiCorp and its subsidiaries (collectively, "PacifiCorp"), MidAmerican Funding,
LLC and its subsidiaries (collectively, "MidAmerican Funding") (which primarily consists of MidAmerican Energy Company ("MidAmerican
Energy")), NV Energy, Inc. and its subsidiaries (which primarily consists of Nevada Power Company ("Nevada Power") and Sierra Pacific Power
Company ("Sierra Pacific") and their respective subsidiaries), Northern Powergrid Holdings Company (which primarily consists of Northern
Powergrid (Northeast) Limited and Northern Powergrid (Yorkshire) plc) ("Northern Powergrid"), BHE Pipeline Group (which consists of Northern
Natural Gas Company and Kern River Gas Transmission Company ("Kern River")), BHE Transmission (which consists of BHE Canada Holdings
Corporation ("AltaLink") and BHE U.S. Transmission, LLC), BHE Renewables (which consists of BHE Renewables, LLC and CalEnergy
Philippines) ("BHE Renewables") and HomeServices of America, Inc. and its subsidiaries (collectively, "HomeServices"). We, through these locally
managed and operated businesses, own 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 investing in solar, wind, geothermal and hydroelectric
projects, 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. For additional reportable segment information regarding our operations as of December 31, 2017, refer to Note 21 of
Notes to Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2017.
We own a highly diversified portfolio of primarily regulated businesses that generate, transmit, store, distribute and supply energy and serve
customers across geographically diverse service territories in the Western and Midwestern United States, Great Britain and Canada.

· As of December 31, 2017, we had total consolidated assets of $90.2 billion, of which 86% were the assets of our rate-regulated

businesses. For the year ended December 31, 2017, 89% of our consolidated operating income was generated from rate-regulated
businesses.

· PacifiCorp, MidAmerican Energy, Nevada Power and Sierra Pacific serve 4.9 million electric and natural gas customers in 11 states in the

United States, Northern Powergrid serves 3.9 million end-users in northern England and AltaLink serves approximately 85% of Alberta,
Canada's population.

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· As of December 31, 2017, Berkshire Hathaway Energy owned approximately 31,800 MW of generation capacity in operation and under

construction:

·
Approximately 27,500 MW of generation capacity is owned by our regulated electric utility businesses;

·
Approximately 4,300 MW of generation capacity is owned by our nonregulated subsidiaries, the majority of which provides power

to utilities under long-term contracts;

·
Berkshire Hathaway Energy's generation capacity in operation and under construction consists of 33% natural gas, 31% wind and

solar, 29% coal, 4% hydroelectric and 3% nuclear and other; and

·
As of December 31, 2017, Berkshire Hathaway Energy has invested $21 billion in solar, wind, geothermal and biomass generation

facilities.
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· As of December 31, 2017, Berkshire Hathaway Energy owns approximately 32,900 miles of transmission lines and owns a 50% interest in

Electric Transmission Texas, LLC that has approximately 1,200 miles of transmission lines.

· The BHE Pipeline Group owns approximately 16,400 miles of pipeline with a market area design capacity of approximately 8.1 Bcf of

natural gas per day and transported approximately 8% of the total natural gas consumed in the United States during 2017.

· HomeServices closed over $107.8 billion of home sales in 2017, up 24.6% from 2016, and continued to grow its brokerage, mortgage and

franchise businesses. HomeServices' franchise business operates in 47 states with over 365 franchisees throughout the country.
The Exchange Offer
On January 5, 2018, we privately placed $2,200,000,000 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 January 5, 2018, 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 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 2021 Exchange Notes for
each $1,000 in principal amount of the 2021 Initial Notes, (ii) $1,000 in principal amount of
the 2023 Exchange Notes for each $1,000 in principal amount of the 2023 Initial Notes, (iii)
$1,000 in principal amount of the 2028 Exchange Notes for each $1,000 in principal amount
of the 2028 Initial Notes and (iv) $1,000 in principal amount of the 2048 Exchange Notes for
each $1,000 in principal amount of the 2048 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;

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· 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."

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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 May 2, 2018, unless
we extend it.

Exchange Date
The Initial Notes will be accepted for exchange at the time when all conditions of the
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

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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 is not expected to be a taxable
exchange for U.S. federal income tax purposes, and holders are not expected to realize any
taxable gain or loss as a result of such exchange. For additional information, see "Certain
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."

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
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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.

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Interest on Initial Notes Exchanged in the Exchange For each series of Exchange Notes offered hereby, holders of such Exchange Notes on the
Offer
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 Initial Notes or, if
interest has been paid, the most recent date to which interest has been paid on the Initial
Notes.
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
$450,000,000 aggregate principal amount of 2.375% Senior Notes due 2021.

$400,000,000 aggregate principal amount of 2.800% Senior Notes due 2023.

$600,000,000 aggregate principal amount of 3.250% Senior Notes due 2028.

$750,000,000 aggregate principal amount of 3.800% Senior Notes due 2048.

The Initial Notes were, and the Exchange Notes will be, issued under a twelfth 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 2021 Exchange Notes and the 2021 Initial Notes (collectively, the "2021 Notes") will
mature on January 15, 2021.

The 2023 Exchange Notes and the 2023 Initial Notes (collectively, the "2023 Notes") will

mature on January 15, 2023.

The 2028 Exchange Notes and the 2028 Initial Notes (collectively, the "2028 Notes") will

mature on April 15, 2028.

The 2048 Exchange Notes and the 2048 Initial Notes (collectively, the "2048 Notes") will

mature on July 15, 2048.

Interest Rates
The 2021 Notes will bear interest from January 5, 2018 at the rate of 2.375% per year.

5
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The 2023 Notes will bear interest from January 5, 2018 at the rate of 2.800% per year.

The 2028 Notes will bear interest from January 5, 2018 at the rate of 3.250% per year.

The 2048 Notes will bear interest from January 5, 2018 at the rate of 3.800% per year.

Interest Payment Dates
Interest is payable on each of the 2021 Notes, the 2023 Notes and the 2048 Notes on
January 15 and July 15 of each year, beginning on July 15, 2018. Interest is payable on the
2028 Notes on April 15 and October 15 of each year, beginning on April 15, 2018.

Optional Redemption
Each series of 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 the date of maturity (in the case of the 2021 Notes),
December 15, 2022 (in the case of the 2023 Notes), January 15, 2028 (in the case of the 2028
Notes) or January 15, 2048 (in the case of the 2048 Notes) at a redemption price equal to the
sum of (a) the greater of (1) 100% of the aggregate principal amount of the Notes of such
series to be redeemed and (2) a "make-whole" amount described under "Description of the
Notes--Optional Redemption" in this prospectus plus (b) any accrued and unpaid interest on
the Notes of such series to be redeemed to, but not including, the redemption date.

On or after December 15, 2022 (in the case of the 2023 Notes), January 15, 2028 (in the case
of the 2028 Notes) or January 15, 2048 (in the case of the 2048 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 will 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

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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
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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.

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RISK FACTORS
An investment in the Notes is subject to numerous risks and uncertainties, 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.
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 amounts due pursuant to our 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 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, and each of such factors 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. As of December 31, 2017, we had the
following outstanding obligations:

· senior unsecured debt of $6.5 billion;

· junior subordinated debentures of $100 million;

· short-term borrowings of $3.3 billion;

· guarantees and letters of credit in respect of subsidiary and equity method investments aggregating $332 million; and

· commitments, subject to satisfaction of certain specified conditions, to provide equity contributions in support of renewable tax equity

investments totaling $265 million.
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The above amounts do not include the $2.2 billion of Initial Notes issued on January 5, 2018.
Our consolidated subsidiaries also have significant amounts of outstanding debt, which totaled $29.8 billion as of December 31, 2017. 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.

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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.
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's electric utility properties in the state of Iowa, Nevada
Power's and Sierra Pacific's properties in the state of Nevada, AltaLink's transmission properties, the equity interest of MidAmerican Funding's subsidiary
and substantially all of the assets of the subsidiaries of BHE Renewables that are direct or indirect owners of solar and wind 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 and our subsidiaries' long-term debt are rated by various rating agencies. We cannot give assurance that our senior
unsecured debt rating or any of our subsidiaries' long-term debt ratings 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. 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.
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.

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If the credit ratings of our subsidiary or subsidiaries were to decline, especially below investment grade, such subsidiary or subsidiaries' 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 such subsidiary or subsidiaries. Amounts may be material and
may adversely affect such subsidiary or subsidiaries' liquidity and cash flows.
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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, and any such acquisition 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. 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;

· the risk that federal, state or foreign regulators or courts could require regulatory commitments or other actions in respect of acquired assets,

potentially including programs, contributions, investments, divestitures and market mitigation measures;

· the risk of unexpected or unidentified issues not discovered in the diligence process; and

· the need for substantial additional capital and financial investments.
An acquisition could cause an interruption of, or a loss of momentum in, the activities of one or more of our subsidiaries. In addition, the final orders
of regulatory authorities approving acquisitions may be subject to appeal by third parties. The diversion of our management's attention and any delays or
difficulties encountered in connection with the approval and integration of the acquired operations could adversely affect our combined businesses and
financial results and could impair our ability to realize the anticipated benefits of the acquisition.
We cannot assure you that future acquisitions, if any, or any integration efforts will be successful, or that our ability to repay our obligations,
including the Notes, will not be adversely affected by any future acquisitions.
Our subsidiaries are subject to operating uncertainties and events beyond our and our subsidiaries' control that impact the costs to operate,
maintain, repair and replace utility and interstate natural gas pipeline systems, which could adversely affect our consolidated financial results and our
ability to service the Notes.
The operation of complex utility systems or interstate natural gas pipeline and storage systems that are spread over large geographic areas involves
many operating uncertainties and events beyond our and our

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subsidiaries' control. These potential events include the breakdown or failure of our thermal, nuclear, hydroelectric, solar, wind and other electricity
generating facilities and related equipment, compressors, pipelines, transmission and distribution lines or other equipment or processes, which could lead to
catastrophic events; unscheduled outages; strikes, lockouts or other labor-related actions; shortages of qualified labor; transmission and distribution system
constraints; failure to obtain, renew or maintain rights-of-way, easements and leases on United States federal, Native American, First Nations or tribal
lands; terrorist activities or military or other actions, including cyber attacks; fuel shortages or interruptions; unavailability of critical equipment, materials
and supplies; low water flows and other weather-related impacts; performance below expected levels of output, capacity or efficiency; operator error; third
party excavation errors; unexpected degradation of pipeline systems; design, construction or manufacturing defects; and catastrophic events such as severe
storms, floods, fires, earthquakes, explosions, landslides, an electromagnetic pulse, mining incidents, litigation, wars, terrorism and embargoes. A
catastrophic event might result in injury or loss of life, extensive property damage or environmental or natural resource damages.
For example, in the event of an uncontrolled release of water at one of PacifiCorp's high hazard potential hydroelectric dams, it is probable that loss
of human life, disruption of lifeline facilities and property damage could occur in the downstream population and civil or other penalties could be imposed
by the Federal Energy Regulatory Commission ("FERC"). Any of these events or other operational events could significantly reduce or eliminate our
subsidiaries' revenue or significantly increase their expenses, thereby reducing the availability of distributions to us For example, if our subsidiaries cannot
operate their electricity or natural gas facilities at full capacity due to damage caused by a catastrophic event, their revenue could decrease and their
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