Obligation Berkshire Hathaway Inc 4.45% ( US084659AR23 ) en USD

Berkshire Hathaway Inc

82.44 % ▼

Etats-unis

US084659AR23 ( en USD )

4.45% par an ( paiement semestriel )

14/01/2049

Prospectus brochure de l'obligation Berkshire Hathaway Inc US084659AR23 en USD 4.45%, échéance 14/01/2049

2 000 USD

999 898 000 USD

084659AR2

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

15/07/2024 ( Dans 60 jours )

L'Obligation émise par Berkshire Hathaway Inc ( Etats-unis ) , en USD, avec le code ISIN US084659AR23, paye un coupon de 4.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2049

L'Obligation émise par Berkshire Hathaway Inc ( Etats-unis ) , en USD, avec le code ISIN US084659AR23, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Berkshire Hathaway Inc ( Etats-unis ) , en USD, avec le code ISIN US084659AR23, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-228612

PROSPECTUS

Offer to Exchange
Up to $1,000,000,000 in aggregate principal amount of
4.450% Senior Notes due 2049 that have been registered under the Securities Act of 1933
for all outstanding unregistered 4.450% Senior Notes due 2049

·
We are offering to exchange new 4.450% Senior Notes due January 15, 2049 (the "Exchange Notes") that have been registered under the Securities
Act of 1933, as amended (the "Securities Act"), for all of our outstanding unregistered 4.450% Senior Notes due January 15, 2049 (CUSIP Nos.
084659 AQ4 and U0740L AH8) (the "Initial Notes").

·
As used in this prospectus, 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 Initial Notes as described in the immediately preceding bullet as the "Exchange Offer" in this prospectus.

·
Interest on the Exchange Notes will be payable semi-annually in arrears on each January 15 and July 15, commencing January 15, 2019.

·
The Exchange Offer expires at 5:00 p.m., New York City time, on January 14, 2019, 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All Initial Notes outstanding that are validly tendered and not validly withdrawn prior to the expiration of the Exchange Offer will be exchanged for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 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.

See "Risk Factors" beginning on page 7 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 13, 2018
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Table of Contents
TABLE OF CONTENTS

SUMMARY
1
RISK FACTORS
7
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
CERTAIN 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. 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 January 7, 2019.
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
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 our Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2018, June 30, 2018 and September 30, 2018 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
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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 September 30, 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.
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.

· 89% of our consolidated operating income during 2017 was generated from rate-regulated businesses.

· PacifiCorp, MidAmerican Energy, Nevada Power and Sierra Pacific (collectively, the "Utilities") 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.

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

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

· As of December 31, 2017, the BHE Pipeline Group owned approximately 16,400 miles of pipeline with a market area design capacity of

approximately 8.1 Bcf of natural gas per day and during 2017 transported approximately 8% of the total natural gas consumed in the
United States.

· 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 July 25, 2018, we privately placed $1,000,000,000 aggregate principal amount of Initial Notes in a transaction exempt from registration under the
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Securities Act. In connection with the private placement, we entered into a registration rights agreement, dated as of July 25, 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 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 $1,000 in principal amount of the Exchange Notes for each
$1,000 in principal amount of the 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;

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· 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."

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 14, 2019,
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 Offer." We reserve the right to terminate the
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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

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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
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 Exchange For the Exchange Notes offered hereby, holders of such Exchange Notes on the record date
Offer
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.

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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
$1,000,000,000 aggregate principal amount of 4.450% Senior Notes due 2049.

The Initial Notes were, and the Exchange Notes will be, issued under a thirteenth 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 Notes will mature on January 15, 2049.

Interest Rates
The Notes will bear interest from July 25, 2018 at the rate of 4.450% per year.

Interest Payment Dates
Interest is payable on the Notes on January 15 and July 15 of each year, beginning on
January 15, 2019.

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 July 15, 2048 at a redemption price equal to the sum of
(a) the greater of (1) 100% of the aggregate principal amount of the Notes 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 to be
redeemed to, but not including, the redemption date.

On or after July 15, 2048, we may redeem all or any part of the Notes, at any time or from
time to time, at a redemption price equal to 100% of the principal amount of Notes 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
The Notes will not be subject to a mandatory sinking fund.

Ranking
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. The Notes will be effectively subordinated to all
our existing and future secured obligations and to all existing and future obligations of our
subsidiaries.

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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
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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.

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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 September 30, 2018, we had the
following outstanding obligations:

· senior unsecured debt of $9.0 billion;

· junior subordinated debentures of $100 million;

· borrowings under our commercial paper program of $508 million;

· guarantees and letters of credit in respect of subsidiary and equity method investments aggregating $317 million; and
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· commitments, subject to satisfaction of certain specified conditions, to provide equity contributions in support of renewable tax equity

investments totaling $888 million.
Our consolidated subsidiaries also have significant amounts of outstanding debt, which totaled $29.8 billion as of September 30, 2018. 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. Such amounts may be material and may
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adversely affect such subsidiary or 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, 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"). Similarly, in the event of a fire caused by the operations of any of our businesses, including our transmission or
distribution systems, we could be exposed to significant liability for personal and property damages that result. The extent of that liability would be
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determined by the applicable state law where any such damage occurred. In California, for example, where our subsidiary PacifiCorp operates, state law
currently exposes utilities to so-called "inverse condemnation" liability for damages resulting from events such as fires caused by the utility's operations
regardless of fault. 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 expenses could increase due to the need to
obtain energy from more expensive sources. Further, we and our subsidiaries self-insure many risks, and current and future insurance coverage may not be
sufficient to replace lost revenue or cover repair and replacement costs. The scope, cost and availability of our and our subsidiaries' insurance coverage
may change, including the portion that is self-insured. Any reduction of our subsidiaries' revenue or increase in their expenses resulting from the risks
described above, could adversely affect our consolidated financial results and our ability to service the Notes.
We and our subsidiaries are subject to extensive federal, state, local and foreign legislation and regulation, including numerous environmental,
health, safety, reliability and other laws and regulations that affect us and our subsidiaries' operations and costs. These laws and regulations are
complex, dynamic and subject to new interpretations or change. In addition, new laws and regulations, including initiatives regarding deregulation and
restructuring of the utility industry, are continually being proposed and enacted that impose new or revised requirements or standards on us and our
subsidiaries.
We and our subsidiaries are required to comply with numerous federal, state, local and foreign laws and regulations that have broad application to us
and our subsidiaries and limit our and our subsidiaries' ability to independently make and implement management decisions regarding, among other items,
acquiring businesses; constructing, acquiring or disposing of operating assets; operating and maintaining generating facilities and transmission and
distribution system assets; complying with pipeline safety and integrity and environmental requirements; setting rates charged to customers; establishing
capital structures and issuing debt or equity securities; transacting between subsidiaries and affiliates; and paying dividends or similar distributions. These
laws and regulations, which are followed in developing our and our subsidiaries' safety and compliance programs and procedures, are implemented and
enforced by federal, state and local regulatory agencies, such as, among others, the Occupational Safety and Health Administration, the FERC, the
Environmental Protection Agency, the Department of Transportation, the Nuclear Regulatory Commission ("NRC"), the Federal Mine Safety and Health
Administration and various state regulatory commissions in the United States, and foreign regulatory agencies, such as the Gas and Electricity Markets
Authority ("GEMA"), which discharges certain of

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its powers through its staff within its office of gas and electric markets (known as "Ofgem"), in Great Britain and the Alberta Utilities Commission
("AUC") in Alberta, Canada.
Compliance with applicable laws and regulations generally requires our subsidiaries to obtain and comply with a wide variety of licenses, permits,
inspections, audits and other approvals. Further, compliance with laws and regulations can require significant capital and operating expenditures, including
expenditures for new equipment, inspection, cleanup costs, removal and remediation costs and damages arising out of contaminated properties. Compliance
activities pursuant to existing or new laws and regulations could be prohibitively expensive or otherwise uneconomical. As a result, our subsidiaries could
be required to shut down some facilities or materially alter their operations. Further, our subsidiaries may not be able to obtain or maintain all required
environmental or other regulatory approvals and permits for their operating assets or development projects. Delays in, or active opposition by third parties
to, obtaining any required environmental or regulatory authorizations or failure to comply with the terms and conditions of the authorizations may increase
costs or prevent or delay our subsidiaries from operating their facilities, developing or favorably locating new facilities or expanding existing facilities. If
our subsidiaries fail to comply with any environmental or other regulatory requirements, they may be subject to penalties and fines or other sanctions,
including changes to the way their electricity generating facilities are operated that may adversely impact generation or how Northern Natural Gas
Company and Kern River (the "Pipeline Companies") are permitted to operate their systems that may adversely impact throughput. The costs of complying
with laws and regulations could adversely affect our consolidated financial results and our ability to service the Notes. Not being able to operate existing
facilities or develop new generating facilities to meet customer electricity needs could require our subsidiaries to increase their purchases of electricity on
the wholesale market, which could increase market and price risks and adversely affect our consolidated financial results and our ability to service the
Notes.
Existing laws and regulations, while comprehensive, are subject to changes and revisions from ongoing policy initiatives by legislators and regulators
and to interpretations that may ultimately be resolved by the courts. For example, changes in laws and regulations could result in, but are not limited to,
increased competition and decreased revenues within our subsidiaries' service territories, such as the recently-defeated Nevada Energy Choice Initiative;
new environmental requirements, including the implementation of or changes to the Clean Power Plan, renewable portfolio standards and greenhouse gas
emissions reduction goals; the issuance of new or stricter air quality standards; the implementation of energy efficiency mandates; the issuance of
regulations governing the management and disposal of coal combustion byproducts; changes in forecasting requirements; changes to our subsidiaries'
service territories as a result of condemnation or takeover by municipalities or other governmental entities, particularly where they lack the exclusive right
to serve their customers; the inability of our subsidiaries to recover their costs on a timely basis, if at all; new pipeline safety requirements; or a negative
impact on our subsidiaries' current transportation and cost recovery arrangements. In addition to changes in existing legislation and regulation, new laws
and regulations are likely to be enacted from time to time that impose additional or new requirements or standards on our subsidiaries.
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