BERKSHIRE HATHAWAY ENERGY CO (Form: 8-K, Received: 11/02/2020 08:49:02)

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

Dated: ____________

Authorized Signatory

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

November 2, 2020 (October 29, 2020)

Date of Report (Date of earliest event reported)

Commission

File Number

Exact name of registrant as specified in its charter State or other jurisdiction of incorporation or organization

Address of principal executive offices

Registrant’s telephone number, including area code

IRS Employer

Identification No.

001-14881

BERKSHIRE HATHAWAY ENERGY COMPANY

94-2213782

(An Iowa Corporation)

666 Grand Avenue, Suite 500

Des Moines, Iowa 50309-2580

515-242-4300

N/A

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Registrant		Securities registered pursuant to Section 12(b) of the Act:
BERKSHIRE HATHAWAY ENERGY COMPANY		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Berkshire Hathaway Energy Company (the “Company”) completed the sale of $500 million in aggregate principal amount of its 1.650% Senior Notes due 2031 (the “2031 Notes”) and $1.5 billion in aggregate principal amount of its 2.850% Senior Notes due 2051 (the “2051 Notes” and, together with the 2031 Notes, the “Notes”) on October 29, 2020. The sale was exempt from the registration requirements under the Securities Act of 1933, as amended. The net proceeds will be used (i) to repay approximately $1.2 billion of debt at Dominion Energy Gas Holdings, LLC as it matures over the months following the closing of the Transaction (as defined in Item 8.01 below) and (ii) to fund the Company’s commitments under certain tax equity investments in third party sponsored renewable energy projects and for general corporate purposes.

Each series of the Notes will be redeemable prior to maturity, in whole or in part, at the Company’s option, at any time or from time to time prior to February 15, 2031 (in the case of the 2031 Notes) or November 15, 2050 (in the case of the 2051 Notes) (each, a “Par Call Date”) at a redemption price equal to the sum of (a) the greater of (i) 100% of the aggregate principal amount of the Notes of such series to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if such Notes matured on the applicable Par Call Date (not including any portion of such payments of interest accrued to the redemption date), computed by discounting such payments, in each case to, but not including, the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 15 basis points (in the case of the 2031 Notes) or 25 basis points (in the case of the 2051 Notes), and (b) accrued interest on the principal amount thereof to, but not including, the redemption date.

On or after the applicable Par Call Date, the Company may redeem all or any part of a series of Notes, at the Company’s option, at any time or from time to time, at a redemption price equal to 100% of the principal amount of the Notes of such series to be redeemed, plus any accrued and unpaid interest thereon to, but not including, the redemption date.

The Notes were issued pursuant to a Sixteenth Supplemental Indenture, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), dated as of October 29, 2020 (the “Sixteenth Supplemental Indenture”). The Sixteenth Supplemental Indenture further amends and supplements that certain Indenture (the “Initial Indenture”), dated as of October 4, 2002, as amended by the Second Supplemental Indenture, dated as of May 16, 2003, the Fourth Supplemental Indenture, dated as of March 24, 2006, and the Fifth Supplemental Indenture, dated as of May 11, 2007 (as so amended and supplemented, the “Base Indenture”), between the Company and the Trustee. The Notes are subject to the terms of the Base Indenture as amended and supplemented by the Sixteenth Supplemental Indenture, including, without limitation, the provisions relating to “Events of Default” and the acceleration of the Notes upon the occurrence of an Event of Default.

In general, an Event of Default includes any of the following events: (i) a default by the Company as to the payment of any amounts (i.e., any principal, interest or premium) payable under the Notes when due; (ii) any default in the performance, or breach, of any covenant, agreement or warranty of the Company contained in the Base Indenture which continues for 30 days after written notice thereof is given to the Company by the Trustee or to the Company and the Trustee by the holders of a majority of the aggregate principal amount of all series of senior debt securities (including the Notes) outstanding under the Base Indenture, as amended, modified and supplemented from time to time; and (iii) the bankruptcy or insolvency of the Company or any of certain of its subsidiaries.

The foregoing discussion of the Notes, the Base Indenture and the Sixteenth Supplemental Indenture is qualified in its entirety by reference to: (i) the Initial Indenture and any supplemental indentures previously filed with the United States Securities and Exchange Commission and (ii) the Sixteenth Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 3.02. Unregistered Sale of Equity Securities

On October 29, 2020, BHE issued 3,750,000 shares of its 4% Perpetual Preferred Stock (the “Perpetual Preferred”) to certain subsidiaries of its parent, Berkshire Hathaway Inc., for an aggregate purchase price of $3.75 billion (the “New Preferred Investment”), in order to provide funding for (i) the Transaction (as defined in Item 8.01 below) and (ii) the Q-Pipe Cash Consideration (as defined in Item 8.01 below). The New Preferred Investment was effected pursuant to a private placement and was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereunder.

BHE filed its Third Amended and Restated Articles of Incorporation (the “Third A&R Articles”) with the Secretary of State of the State of Iowa, establishing the voting rights, powers, preferences and privileges of the Perpetual Preferred, and the relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, on October 27, 2020.

The description of the terms of the Perpetual Preferred is qualified in its entirety by reference to the Third A&R Articles, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01. Other Events

On November 1, 2020, BHE completed its previously announced purchase of the natural gas transmission and storage business of Dominion Energy, Inc. (“DEI”) and Dominion Energy Questar Corporation (“Dominion Questar”), exclusive of Dominion Energy Questar Pipeline, LLC and related entities (the “Questar Pipeline Group”), pursuant to the terms of the Purchase and Sale Agreement (the “Purchase Agreement”), dated as of July 3, 2020, among BHE, DEI and Dominion Questar (the “Transaction”).

Under the terms of the Purchase Agreement, BHE paid approximately $2.7 billion in cash (subject to certain post-closing adjustments) and assumed $5.3 billion in debt.

On November 2, 2020, BHE issued a press release announcing the closing of the Transaction, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

As previously announced, on October 5, 2020, BHE entered into a second Purchase and Sale Agreement (the “Q-Pipe Purchase Agreement”) with Dominion Questar providing for BHE’s purchase of the Questar Pipeline Group from Dominion Questar (the “Q-Pipe Transaction”) after receipt of approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which is currently anticipated in early 2021, for a purchase price of approximately $1.3 billion in cash (the “Q-Pipe Cash Consideration”), subject to certain post-closing adjustments, and the assumption of approximately $430 million of existing long-term debt. On November 2, 2020, BHE delivered the Q-Pipe Cash Consideration to Dominion Questar as required under the Q-Pipe Purchase Agreement, subject to the terms and conditions thereof (including Dominion Questar’s previously disclosed repayment obligation if the Q-Pipe Transaction does not close).

Item 9.01. Financial Statements and Exhibits

(d)

Exhibits


Exhibit No.		Description

3.1		Third Amended and Restated Articles of Incorporation of Berkshire Hathaway Energy Company, effective as of October 27, 2020.

4.1		Sixteenth Supplemental Indenture, dated as of October 29, 2020, by and between Berkshire Hathaway Energy Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 1.650% Senior Notes due 2031 and the 2.850% Senior Notes due 2051.

99.1		Press Release of Berkshire Hathaway Energy Company, dated November 2, 2020.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		BERKSHIRE HATHAWAY ENERGY COMPANY
Date: November 2, 2020
		/s/ Calvin D. Haack
		Calvin D. Haack
		Senior Vice President and Chief Financial Officer

Exhibit 3.1

THIRD AMENDED AND RESTATED

ARTICLES OF INCORPORATION

BERKSHIRE HATHAWAY ENERGY COMPANY

TO THE SECRETARY OF STATE

OF THE STATE OF IOWA:

Pursuant to the provisions of Sections 1006 and 1007 of the Iowa Business Corporation Act (the “Act”) (Iowa Code Chapter 490), the undersigned corporation hereby adopts the following Third Amended and Restated Articles of Incorporation (these “Articles of Incorporation”).

ARTICLE I.

The name of the corporation is “Berkshire Hathaway Energy Company” (hereinafter sometimes called the “Corporation”) and its registered office shall be located at 400 East Court Avenue, Suite 110, Des Moines, Iowa 50309 with the right to establish and maintain branch offices at such other points within and without the State of Iowa as the Board of Directors of the Corporation (the “Board of Directors”) may, from time to time, determine. The name of the Corporation’s registered agent at such registered office is C T Corporation System.

ARTICLE II.

The nature of the business or purposes to be conducted or promoted is to engage in any or all lawful act or activity for which a corporation may be incorporated under the Act.

ARTICLE III.

A. The aggregate number of shares of capital stock of all classes which the Corporation shall have authority to issue is 215,000,000, of which 115,000,000 shares shall be designated as Common Stock, no par value (“Common Stock”), and of which 100,000,000 shares shall be designated as Preferred Stock, $0.01 par value (“Preferred Stock”).

B. The shares of authorized Common Stock shall be identical in all respects and shall have equal rights and privileges. For all purposes, each registered holder of Common Stock shall, at each meeting of shareholders, be entitled to one vote for each share of Common Stock held, either in person or by proxy duly authorized in writing. Except to the extent required by law or as permitted by these Articles of Incorporation, as amended from time to time, the registered holders of the shares of Common Stock shall have exclusive voting rights.

C. The Board of Directors, at any time or from time to time, may, and is hereby authorized to, issue and dispose of any of the authorized and unissued shares of Common Stock and any issued but not outstanding shares for such kind and amount of consideration and to such

persons, firms or corporations, as may be determined by the Board of Directors, subject to any provisions of law then applicable. The holders of Common Stock shall have no preemptive rights to acquire or subscribe to any shares, or securities convertible into shares, of Common Stock.

D. The Board of Directors, at any time or from time to time may, and is hereby authorized, by amendment to these Articles of Incorporation (including by adoption of one or more certificates of designation), to further divide the authorized and unissued shares of Preferred Stock into one or more classes or series and in connection with the creation of any such class or series to determine the terms of, including the designations, preferences, limitations and relative rights of, such class or series of Preferred Stock. The Board of Directors may from time to time decrease the number of shares of any such series or class of Preferred Stock (but not below the number thereof then outstanding) by providing that any unissued shares previously assigned to such series or class shall no longer constitute part thereof. All shares of each series of Preferred Stock created and authorized by the Board of Directors shall be identical in all respects as to relative rights and preferences, except as to the following rights and preferences as to which there may be variations between different series if so determined by the Board of Directors:

(i) the rate of dividend and the dates on which dividends are payable, including any penalties or accruals related thereto;

(ii) the price at and the terms and conditions upon which shares may or shall be redeemed;

(iii) the amount payable upon shares in the event of involuntary or voluntary liquidation;

(iv) sinking fund or other provisions for the redemption or purchase of shares;

(v) the terms and conditions, if any, on which shares may be converted; and

(vi) voting rights, if any.

E. The Board of Directors, at any time or from time to time may, and is hereby authorized to, create and issue, whether or not in connection with the issue and sale of any shares of its Common Stock or other securities of the Corporation, warrants, rights and/or options entitling the holders thereof to purchase from the Corporation any shares of its Common Stock or other securities of the Corporation. Such warrants, rights, or options shall be evidenced by such instrument or instruments as shall be approved by the Board of Directors. The terms upon which, the time or times (which maybe limited or unlimited in duration) at or within which, and the price or prices (which shall be not less than the minimum amount prescribed by law, if any) at which any such shares or other securities may be purchased from the Corporation upon the exercise of any such warrant, right or option, shall be fixed and stated in the resolution or resolutions of the Board of Directors providing for the creation and issue of such warrants, rights or options. The Board of Directors is hereby authorized to create and issue any such warrants, rights or options from time to time for such consideration, if any, and to such persons, firms or corporations, as the Board of Directors may determine.

F. The Corporation may authorize the issue of some or all of the shares of any or all of the classes of its capital stock without certificates.

G. The Corporation shall not be required to issue certificates representing any fraction or fractions of a share of stock of any class but may issue in lieu thereof one or more non-dividend bearing and non-voting scrip certificates in such form or forms as shall be approved by the Board of Directors, each scrip certificate representing a fractional interest in one share of stock of any class. Such scrip certificates upon presentation together with similar scrip certificates representing in the aggregate an interest in one or more full shares of stock of any class shall entitle the holders thereof to receive one or more full shares of stock of such class. Such scrip certificates shall contain any information required by the Act and, at the option of the Corporation, may contain such terms and conditions as shall be fixed by the Board of Directors and may become void and of no effect after a period to be determined by the Board of Directors and to be specified in such scrip certificates.

H. The Corporation shall be entitled to treat the person in whose name any share of Common Stock or Preferred Stock is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any person, whether or not the Corporation shall have notice thereof except as may be expressly provided otherwise by the laws of the State of Iowa.

ARTICLE IV.

A series of Preferred Stock, par value $0.01 per share, of the Corporation be and hereby is created. The preferences, voting rights, limitations and relative rights of such series of Preferred Stock are as follows:

A. Designation and Number of Shares. There is hereby created out of the authorized and unissued shares of Preferred Stock a series of Preferred Stock designated as the “4% Perpetual Preferred Stock,” with par value $0.01 per share (“4% Perpetual Preferred Stock”). The authorized number of shares of 4% Perpetual Preferred Stock is 3,750,000.

B. Dividends.

(i) From and including the date of issuance of any shares of 4% Perpetual Preferred Stock, dividends at the rate per annum of 4.00% on the 4% Perpetual Preferred Original Issue Price per share shall accrue and accumulate daily on such shares of 4% Perpetual Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to 4% Perpetual Preferred Stock) (the “Accumulating Dividends”). Accumulating Dividends shall accumulate from day to day (calculated on the basis of 30 day months and a 12 month year), whether or not declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends, compound semi-annually, be cumulative and, if declared by the Board of Directors out of funds legally available therefor, shall be payable in cash semi-annually in arrears on May 15 and November 15 of each year (each, a “Dividend Payment Date”). The Board of Directors shall have the right at any time, and from time to time and for varying lengths of time, not to declare the payment in cash of Accumulating Dividends out of funds legally

available therefore on a date that would be a Dividend Payment Date if so declared by the Board of Directors and, to the extent not declared, the Corporation shall be under no obligation to pay in cash any such Accumulating Dividends on such Dividend Payment Date. Despite such deferral, Accumulating Dividends shall continue to accumulate and compound semi-annually. The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation (other than dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in these Articles of Incorporation) the holders of 4% Perpetual Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of 4% Perpetual Preferred Stock in an amount at least equal to the amount of the aggregate Accumulating Dividends then accumulated on such share of 4% Perpetual Preferred Stock and not previously paid. The “4% Perpetual Preferred Original Issue Price” shall mean $1,000 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to 4% Perpetual Preferred Stock; the “Dividend Period” means the period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date, provided that the initial Dividend Period shall be the period from and including the date on which a share of 4% Perpetual Preferred Stock is first issued to, but excluding the next Dividend Payment Date.

(ii) Dividends that are payable on 4% Perpetual Preferred Stock on any Dividend Payment Date will be payable to holders of record of 4% Perpetual Preferred Stock as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date, regardless of whether or not such date is a business day.

(iii) The Corporation shall not declare, pay or set aside any dividends on shares of 4% Perpetual Preferred Stock if such declaration, payment or setting aside of dividends would constitute an event of default by the Corporation under, or is otherwise prohibited by, the terms of any indebtedness for borrowed money incurred by the Corporation pursuant to a credit facility with a bank or other financial institution or any bonds, notes or similar instruments issued pursuant to an indenture or debenture to which the Corporation is a party.

C. Voting Rights.

(i) Whenever at any time or times, the Accumulating Dividends on the shares of 4% Perpetual Preferred Stock have not been paid in cash for an aggregate of three consecutive Dividend Periods or more, the authorized number of directors of the Corporation shall automatically be increased by two and the holders of 4% Perpetual Preferred Stock shall have the right, voting together as a separate class, to elect two directors (hereinafter the “Preferred Directors” and each a “Preferred Director”) to fill such newly created directorships at a special meeting of shareholders called for that purpose, which shall be called by the Board of Directors as soon as reasonably practicable thereafter, and at each subsequent annual meeting of shareholders until all Accumulating Dividends for all past Dividend Periods, including the latest completed Dividend Period on all outstanding shares of 4% Perpetual Preferred Stock have been declared and paid in full at which time such right shall terminate with respect to 4% Perpetual Preferred Stock, except as otherwise provided herein or by law, subject to revesting in the event

of each and every subsequent default of the character mentioned above; provided that it shall be a qualification for election for any Preferred Director that the election of such Preferred Director shall not cause the Corporation to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Corporation may then be listed or traded. Upon any termination of the right of the holders of shares of 4% Perpetual Preferred Stock to vote for directors of the Corporation as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of then-outstanding 4% Perpetual Preferred Stock, voting separately as a class, to the extent the voting rights of such holders described above are then exercisable. If the seat of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

(ii) The Corporation will not, without the consent of holders of a majority of the shares of the then-outstanding 4% Perpetual Preferred Stock, voting as a separate class, effect any of the following transactions (in each case referring to a single transaction or series of related transactions): (a) any amendment or alteration of these Articles of Incorporation to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock of the Corporation ranking senior to 4% Perpetual Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Corporation or (b) any amendment, alteration or repeal of any provision of these Articles of Incorporation or any applicable certificate of designation or resolution so as to change the rights, preferences, privileges or voting powers of 4% Perpetual Preferred Stock. No vote or consent of the holders of 4% Perpetual Preferred Stock shall be required pursuant to this clause (ii) if, at or prior to the time when any such vote or consent would otherwise be required, all outstanding shares of 4% Perpetual Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, as required in Section E of this Article IV.

(iii) Except as set forth herein, or as otherwise provided by law, holders of shares of 4% Perpetual Preferred Stock shall have no voting rights.

D. Liquidation, Dissolution or Winding Up. Upon any involuntary or voluntary liquidation, dissolution, recapitalization, winding-up or termination of the Corporation (each, a “Liquidation Event”), the assets of the Corporation available for distribution to the holders of the Corporation’s capital stock shall be distributed in the following priority, with no distribution pursuant to the second priority until the first priority has been fully satisfied:

(i) first, to the holders of shares of 4% Perpetual Preferred Stock ratably, until each share of 4% Perpetual Preferred Stock shall have received the 4% Perpetual Preferred Original Issue Price plus the aggregate Accumulating Dividends then accumulated on such share of 4% Perpetual Preferred Stock and not previously paid as of the date of the Liquidation Event (the “Liquidation Preference”); and

(ii) second, upon completion in full of the distributions pursuant to the foregoing clause (i), to the holders of Common Stock ratably.

Neither the consolidation, merger or other business combination of the Corporation with or into any other entity or entities, nor the sale, lease, exchange or conveyance of all or any part of the property, assets or business of the Corporation to any person(s) or entity(s), shall be deemed to be a Liquidation Event.

If, in connection with any distribution upon a Liquidation Event in accordance with this Section D, the assets of the Corporation are not sufficient to pay in full the Liquidation Preference with respect to all outstanding shares of 4% Perpetual Preferred Stock, holders of 4% Perpetual Preferred Stock shall share ratably as among themselves in any such distribution in proportion to the full Liquidation Preferences to which they are entitled for shares of 4% Perpetual Preferred Stock held by them as of the date of such Liquidation Event.

E. Maturity; Redemption.

(i) Maturity; Mandatory Redemption. The 4% Perpetual Preferred Stock is perpetual and has no maturity date. No share of 4% Perpetual Preferred Stock shall be subject to any sinking fund or other mandatory right of redemption or repurchase accruing to the holders thereof other than as specified in Section E(iii) below in the event of a Change in Control.

(ii) Optional Redemption by the Corporation.

a) Subject to applicable law, at the option of the Corporation, the 4% Perpetual Preferred Stock may be redeemed, in whole or in part, out of funds legally available therefor, at any time, at a redemption price per share equal to the Liquidation Preference then in effect per share of 4% Perpetual Preferred Stock, upon delivery by the Corporation of prior written notice of such redemption to each holder of 4% Perpetual Preferred Stock in accordance with this Section E(ii).

b) Notice of every redemption of shares of 4% Perpetual Preferred Stock pursuant to this Section E(ii) shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation. Such mailing shall be at least 10 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section (E)(ii)(b) shall be conclusively presumed to have been duly given, whether or not the holder received such notice, and failure to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of 4% Perpetual Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of 4% Perpetual Preferred Stock. Each notice of redemption given to the holder shall state: (1) the redemption date; (2) the number of shares of 4% Perpetual Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such

shares to be redeemed from such holders; (3) the redemption price; and (4) the place or places where such shares are to be surrendered for payment of the redemption price.

c) In case of any redemption of part of the shares of 4% Perpetual Preferred Stock at the time outstanding in accordance with this Section E(ii), the shares to be redeemed shall be selected pro rata. If the 4% Perpetual Preferred Stock is held by more than one holder and less than all the outstanding shares of such series are to be redeemed, the amount to be redeemed shall be allocated among the holders of such class pro rata in accordance with the amount held by each. Subject to the provisions of this Section E(ii), the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of 4% Perpetual Preferred Stock shall be redeemed pursuant to this Section E(ii) from time to time.

(iii) Redemption Offer upon Change in Control.

a) In the case of a Change in Control, the holder of any share or shares of outstanding 4% Perpetual Preferred Stock may, at its option, elect to have such share or shares of 4% Perpetual Preferred Stock redeemed by the Corporation pursuant to a Change in Control Offer (as defined below). In such Change in Control Offer, the Corporation shall offer a payment in cash in an amount equal to the Liquidation Preference of such share or shares at the time of such Change in Control. “Change in Control” means a transaction or a series of related transactions which results in any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934), other than Berkshire Hathaway Inc. or its affiliates, acquiring more than 50% of the voting power or economic beneficial interest in the equity securities or business of the Corporation, whether pursuant to a sale of capital stock of the Corporation, the sale of assets of the Corporation or a subsidiary thereof, or a merger or consolidation involving the Corporation.

b) The Corporation shall mail a notice in accordance with this Section E(iii)(b) (a “Change in Control Offer”) to each holder promptly after the Corporation learns that a Change in Control will occur or has occurred, and in any event within 10 business days after learning that such Change in Control will occur or has occurred. For the avoidance of doubt, if the Corporation is a party to a transaction or series of transactions that constitute a Change in Control, the Corporation shall learn that such Change in Control shall occur for purposes of this Section E(iii)(b) when the Corporation enters into definitive agreements providing for the Change in Control. Such Change in Control Offer shall describe the transaction or transactions that will constitute such Change in Control and offering to redeem the 4% Perpetual Preferred Stock for the Liquidation Preference on the date specified in such notice (the “Change in Control Payment Date”), which date shall be no later than 30 calendar days following the later of (1) the date on which the Change in Control occurs or (2) the date of such Change in Control Offer. In addition, such Change in Control Offer shall further

state: (A) the amount of the Liquidation Preference; (B) that the holder may elect to have all or any portion of its shares of 4% Perpetual Preferred Stock redeemed pursuant to the Change in Control Offer; (C) that any shares of 4% Perpetual Preferred Stock to be redeemed must be surrendered for payment of the Liquidation Preference at the office of the Corporation or any redemption agent selected by the Corporation therefor together with any written instrument or instructions of transfer or other documents and endorsements reasonably acceptable to the redemption agent or the Corporation, as applicable (if reasonably required by the redemption agent or the Corporation, as applicable); (D) that, upon a holder’s compliance with clause (C), payment of the Liquidation Preference will be made to the holder on the Change in Control Payment Date to the account specified by such holder to the Corporation in writing; (E) the date and time by which the holder must make its election, provided that such date may not be more than five days prior to the Change in Control Payment Date; and (F) that any holder may withdraw its election notice with respect to all or a portion of their shares of 4% Perpetual Preferred Stock at any time prior to 5:00 p.m. (New York City time) on the business day immediately preceding the Change in Control Payment Date. If the Corporation fails to deliver a Change in Control Offer to each holder in accordance with this Section E(iii)(b), (x) each such holder may provide written notice to the Corporation at any time after the occurrence of a Change in Control notifying the Corporation that it elects to exercise its right to require redemption of all or a portion of such holder’s shares of 4% Perpetual Preferred Stock in exchange for the applicable Liquidation Preference, and the Corporation shall be required to redeem such shares, as if the Corporation had not failed to deliver the Change in Control Offer and (y) the applicable Change in Control Payment Date shall be 30 calendar days following the later of (1) the date on which the Change in Control occurs or (2) the date on which such holder mails written notice of such election to the Corporation.

c) On the Change in Control Payment Date, the Corporation shall, to the extent lawful: (1) accept for payment all shares of 4% Perpetual Preferred Stock validly tendered pursuant to the Change in Control Offer; and (2) pay the applicable Liquidation Preference for each share of 4% Perpetual Preferred Stock validly tendered pursuant to the Change in Control Offer to the holder of such share of 4% Perpetual Preferred Stock.

d) The Corporation will not be required to make a Change in Control Offer upon a Change in Control if a third party makes the Change in Control Offer and pays the Liquidation Preference in the manner, at the times and otherwise in substantial compliance with the requirements set forth herein applicable to a Change in Control Offer made by the Corporation and purchases all shares of 4% Perpetual Preferred Stock validly tendered under such Change in Control Offer.

e) At the option of the Corporation, a Change in Control Offer may be made in advance of the date of a Change in Control, conditional upon such Change in Control occurring, if a definitive agreement is in place for the Change in Control at the time the Change in Control Offer is made.

(iv) Any 4% Perpetual Preferred Stock converted, purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein or in any certificate of designation or resolution creating a series of Preferred Stock or any similar stock or as otherwise required by law.

F. Conversion. Holders of shares of 4% Perpetual Preferred Stock shall have no right to exchange or convert such shares into any other securities.

ARTICLE V.

The term of corporate existence of the Corporation shall be perpetual.

ARTICLE VI.

The private property of the shareholders of the Corporation shall be exempt from all corporate debts.

ARTICLE VII.

A. A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability:

(i) for any action not in good faith or which the director did not reasonably believe to be in the best interests of the Corporation;

(ii) for any receipt of a financial benefit to which the director was not entitled;

(iii) for any breach of the director’s duty of fair dealing with the Corporation or its shareholders; or

(iv) under Section 490.831, or a successor provision, of the Act.

B. If, after the date these Articles of Incorporation are filed with the Iowa Secretary of State, the Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be deemed eliminated or limited to the fullest extent permitted by the Act, as so amended. Any repeal or modification of Section A or this Section B of this Article VII by the shareholders of the Corporation shall be prospective only and shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE VIII.

Any action required or permitted to be taken at any annual or special meeting of shareholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than 90% of the votes entitled to vote at a meeting at which all shares entitled to vote on such action were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Iowa, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders of the Corporation are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certificate of registered mail, return receipt requested. Prompt notice of the taking of a corporate action without a meeting by less than unanimous written consent of the shareholders of the Corporation shall be given to those shareholders who have not consented in writing.

ARTICLE IX.

A. Each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative, investigative or arbitration and whether formal or informal (“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity while serving as a director, officer or employee or in any other capacity while serving as a director, officer or employee, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the Act permitted the Corporation to provide prior to such amendment), against all reasonable expenses, liability and loss (including without limitation attorneys’ fees, all costs, judgments, fines, Employee Retirement Income Security Act excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith. Such right shall be a contract right and shall include the right to be paid by the Corporation expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred by a director, officer or employee in his or her capacity as a director, officer or employee (and not in any other capacity in which service was or is rendered by such person while a director, officer or employee including, without limitation, service to an employee benefit plan) in advance of the final disposition of such proceeding, shall be made only upon due authorization by a majority of disinterested directors or shareholders of the Corporation and upon delivery to the Corporation of (i) a written undertaking, by or on behalf of such director, officer or employee, to repay all amounts so advanced if it should be determined ultimately that such director, officer or employee is not entitled to be indemnified under this Article IX or otherwise, or (ii) a written affirmation by or on behalf of such director, officer or employee that, in such person’s good faith belief, such person has met the standards of conduct set forth in the Act.

B. If a claim under Section A is not paid in full by the Corporation within 30 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expenses of prosecuting such claim. It shall be a defense to any such action that the claimant has not met the standards of conduct which make it permissible under the Act for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. The failure of the Corporation (including its Board of Directors, independent legal counsel or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Act shall not be a defense to the action or create a presumption that the claimant had not met the applicable standard of conduct.

C. Indemnification provided hereunder shall, in the case of the death of the person entitled to indemnification, inure to the benefit of such person’s heirs, executors or other lawful representatives. The invalidity or unenforceability of any provision of this Article IX shall not affect the validity or enforceability of any other provision of this Article IX.

D. Any action taken or omitted to be taken by any director, officer or employee in good faith and in compliance with or pursuant to any order, determination, approval or permission made or given by a commission, board, official or other agency of the United States or of any state or other governmental authority with respect to the property or affairs of the Corporation or any such business corporation, not-for-profit corporation, joint venture, trade association or other entity over which such commission, board, official or agency has jurisdiction or authority or purports to have jurisdiction or authority shall be presumed to be in compliance with the standard of conduct set forth in Section 490.851 (or any successor provision) of the Act whether or not it may thereafter be determined that such order, determination, approval or permission was unauthorized, erroneous, unlawful or otherwise improper.

E. Unless finally determined, the termination of any litigation, whether by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the action taken or omitted to be taken by the person seeking indemnification did not comply with the standard of conduct set forth in Section 490.851 (or any successor provision) of the Act.

F. The rights conferred on any person by this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of shareholders or disinterested directors or otherwise.

G. The Corporation may maintain insurance, at its expense, to protect itself and any such director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Act.

ARTICLE X.

These Articles of Incorporation may be amended, repealed, changed or modified by the Board of Directors or at any annual meeting of shareholders of the Corporation or at a special meeting being called for that purpose or by written consent, in compliance with the applicable statutes of the State of Iowa and the other provisions of these Articles of Incorporation.

These Articles of Incorporation supersede the Second Amended and Restated Articles of Incorporation of the Corporation. These Articles of Incorporation were approved by written consents signed by the holders of outstanding shares having not less than 90% of the votes entitled to be cast at a meeting at which all shares entitled to vote on the action were present and voted and in the manner required by Sections 1006 and 1007 of the Act.

These Third Amended and Restated Articles of Incorporation are to be dated October 22, 2020.


Berkshire Hathaway Energy Company

By:		/s/ Natalie L. Hocken
Name: Natalie L. Hocken
Title: Senior Vice President & General Counsel

Exhibit 4.1

EXECUTION VERSION

BERKSHIRE HATHAWAY ENERGY COMPANY

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

1.650% Senior Notes due 2031

2.850% Senior Notes due 2051

Sixteenth Supplemental Indenture

Dated as of October 29, 2020

SIXTEENTH SUPPLEMENTAL INDENTURE, dated as of October 29, 2020 (this “Sixteenth Supplemental Indenture”), between BERKSHIRE HATHAWAY ENERGY COMPANY, an Iowa corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”) under the Base Indenture referred to below.

WITNESSETH:

WHEREAS, the Company has heretofore executed and delivered that certain Indenture, dated as of October 4, 2002, between the Company and The Bank of New York, as trustee (as amended by Article IV of the Second Supplemental Indenture thereto, dated as of May 16, 2003, between the Company and The Bank of New York, as trustee, Article IV of the Fourth Supplemental Indenture thereto, dated as of March 24, 2006, between the Company and The Bank of New York Trust Company, N.A., as trustee, and Article IV of the Fifth Supplemental Indenture thereto, dated as of May 11, 2007, between the Company and The Bank of New York Trust Company N.A., as trustee, the “Base Indenture,” and, together with this Sixteenth Supplemental Indenture, the “Indenture”), to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness, the form and terms of which are to be established as set forth in Sections 2.01 and 3.01 of the Base Indenture;

WHEREAS, Section 9.01 of the Base Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Base Indenture for, among other things, the purpose of establishing the form and terms of the Securities of any series as permitted in Sections 2.01 and 3.01 of the Base Indenture and of appointing an Authenticating Agent with respect to the Securities of any series;

WHEREAS, the Company desires to create (i) a series of its unsecured notes in an initial aggregate principal amount of five hundred million dollars ($500,000,000) to be designated the “1.650% Senior Notes due 2031,” and (ii) a series of its unsecured notes in an initial aggregate principal amount of one billion and five hundred million dollars ($1,500,000,000) to be designated the “2.850% Senior Notes due 2051” (collectively the “Securities”), and all action on the part of the Company necessary to authorize the issuance of the Securities under the Base Indenture and this Sixteenth Supplemental Indenture has been duly taken; and

WHEREAS, all acts and things necessary (i) to make each series of the Securities, when executed by the Company and authenticated and delivered by the Trustee as provided in the Base Indenture, the valid and binding obligations of the Company and (ii) to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

NOW, THEREFORE, THIS SIXTEENTH SUPPLEMENTAL INDENTURE WITNESSETH:

That in consideration of the premises and of the acceptance and purchase of the Securities by the holders thereof and of the acceptance of this trust by the Trustee, the Company covenants and agrees with the Trustee, for the equal benefit of holders of the Securities, as follows:

ARTICLE I.

DEFINITIONS

The use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Base Indenture and the forms of Securities attached hereto as Exhibits A through E. In addition, for all purposes of this Sixteenth Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise expressly requires, the following terms shall have the respective meanings assigned to them as follows and shall be construed as if defined in Article I of the Base Indenture:

“Exchange Security” means a security in global or definitive form substantially in the form set forth in Exhibit E to this Sixteenth Supplemental Indenture.

“Global Security” means a Rule 144A Global Security, a Regulation S Temporary Global Security or a Regulation S Permanent Global Security, in global form substantially in the form set forth in Exhibits A, B and C, respectively, to this Sixteenth Supplemental Indenture.

“Registration Rights Agreement” means the Registration Rights Agreement, dated October 29, 2020, between the Company and the Representatives.

“Representatives” means Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the initial purchasers of the Securities.

ARTICLE II.

TERMS AND ISSUANCE OF THE SECURITIES

Section 2.01 Issue of Securities. Each series of Securities shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, the terms, conditions and covenants of the Base Indenture and this Sixteenth Supplemental Indenture (including the forms of each series of Securities set forth in Exhibits A through E, as applicable). There shall be no limit upon the aggregate principal amount of Securities of each series that may be authenticated and delivered under this Sixteenth Supplemental Indenture.

Section 2.02 Optional Redemption. Each series of Securities may be redeemed, in whole or in part, at the option of the Company pursuant to the terms set forth in paragraph 2 of the applicable series of Securities to be redeemed. The provisions of Article XI of the Base Indenture, including the amendments set forth in Article IV of the Fourth Supplemental Indenture, dated March 24, 2006, shall also apply to any redemption of the Securities of each series by the Company.

Section 2.03 Limitation on Liens. The covenant provided by Section 10.04 of the Base Indenture shall be applicable to each series of the Securities.

Section 2.04 Change of Control. The covenant provided by Section 10.10 of the Base Indenture shall be applicable to each series of the Securities.

Section 2.05 Place of Payment. The Place of Payment in respect of each of the Securities will be in The City of New York, initially at the Corporate Trust Office of The Bank of New York Mellon Trust Company, N.A. (which as of the date hereof is located at 2 N. LaSalle Street, Suite 700, Chicago, Illinois 60602, Attention: Corporate Trust Administration).

Section 2.06 Form of Securities; Incorporation of Terms. The form of each series of the Securities shall be substantially in the forms of Exhibits A through E attached hereto, as applicable, the respective terms of which are incorporated herein by reference and which are part of this Sixteenth Supplemental Indenture. Each series of the Securities shall be issued as one or more Global Securities in fully registered form and one or more Definitive Securities in fully registered form, as determined in accordance with Section 2.01 of the Base Indenture. The Global Securities shall be delivered by the Trustee to the Depositary, as the Holder thereof, or a nominee or custodian therefor, to be held by the Depositary in accordance with the Base Indenture.

Section 2.07 Exchange of the Global Securities. Each of the Global Securities of each series shall be exchangeable for Definitive Securities of such series only as provided in Section 3.07(b)(ii) of the Base Indenture.

Section 2.08 Interest Payment Dates for the Securities. The Interest Payment Dates for the 1.650% Senior Notes due 2031 shall be May 15 and November 15 in each year, commencing May 15, 2021 , and the Interest Payment Dates for the 2.850% Senior Notes due 2051 shall be May 15 and November 15 in each year, commencing May 15, 2021, continuing until the Principal Amount of each series of Securities is paid in full or made available for payment in accordance with the terms of the Indenture and the Securities of such series.

Section 2.09 Regular Record Date for the Securities. The Regular Record Date for the 1.650% Senior Notes due 2031 shall be the May 1 or November 1 (whether or not a Business Day) immediately prior to each Interest Payment Date, and the Regular Record Date for the 2.850% Senior Notes due 2051 shall be the May 1 or November 1 (whether or not a Business Day) immediately prior to each Interest Payment Date.

Section 2.10 Authorized Denominations. Beneficial interests in Global Securities of each series, as well as Definitive Securities of each series, may be held only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

ARTICLE III.

DEPOSITARY

Section 3.01 Depositary. The Depository Trust Company, its nominees and their respective successors are hereby appointed Depositary with respect to the Global Securities.

ARTICLE IV.

AMENDMENT TO BASE INDENTURE

Section 4.01 Amendment to Sections 5.01(e). With respect to the Securities and any other securities issued pursuant to the Base Indenture after the date hereof, Section 5.01(e) of the Base Indenture is hereby deleted in its entirety and replaced with the word “Reserved.”

Section 4.02 Amendment to Sections 5.01(f). With respect to the Securities and any other securities issued pursuant to the Base Indenture after the date hereof, Section 5.01(f) of the Base Indenture is hereby deleted in its entirety and replaced with the word “Reserved.”

Section 4.03 Amendment to Section 4.02(b). With respect to the Securities and any other securities issued pursuant to the Base Indenture after the date hereof, Section 4.02(b) of the Base Indenture is hereby amended by deleting the phrase “, Section 5.01(e) and Section 5.01(f)” in the first sentence.

ARTICLE V.

MISCELLANEOUS

Section 5.01 Execution as Supplemental Indenture. This Sixteenth Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Base Indenture and, as provided in the Base Indenture, this Sixteenth Supplemental Indenture forms a part thereof.

Section 5.02 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 5.03 Successors and Assigns. All covenants and agreements in this Sixteenth Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 5.04 Separability Clause. In case any provision in this Sixteenth Supplemental Indenture or in any series of Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 5.05 Benefits of Sixteenth Supplemental Indenture. Nothing in this Sixteenth Supplemental Indenture or in the Securities, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Sixteenth Supplemental Indenture.

Section 5.06 Execution in Counterparts. This Sixteenth Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Sixteenth Supplemental Indenture and of signature pages by facsimile or electronic format (i.e. “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Sixteenth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Sixteenth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic format (i.e. “pdf” or “tif”) shall be deemed to be their original signatures for all purposes.

Section 5.07 Trustee. The Trustee makes no representations as to the validity or sufficiency of this Sixteenth Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and not of the Trustee.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Sixteenth Supplemental Indenture to be duly executed by their respective officers or directors duly authorized thereto, all as of the day and year first above written.


BERKSHIRE HATHAWAY ENERGY COMPANY

By:		/s/ Calvin D. Haack
		Name: Calvin D. Haack
		Title: Senior Vice President and Chief Financial Officer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:		/s/ Lawrence M. Kusch
		Name: Lawrence M. Kusch
		Title: Vice President

EXHIBITS


Exhibit A		Forms of 144A Global Senior Notes
Exhibit B		Forms of Regulation S Temporary Global Senior Notes
Exhibit C		Forms of Regulation S Permanent Global Senior Notes
Exhibit D		Forms of Restricted Definitive Senior Notes
Exhibit E		Forms of Private Exchange Senior Notes

Exhibit A

[See Attached]

[Rule 144A Global Note]

FORM OF FACE OF RULE 144A GLOBAL

SENIOR NOTE DUE 2031

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEFINITIVE SECURITY IS ISSUED IN THE NAME OR NAMES AS DIRECTED IN WRITING BY THE DEPOSITARY, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, THE DEPOSITARY, HAS AN INTEREST HEREIN.

THIS SECURITY HAS BEEN INITIALLY RESOLD IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT AND SHALL BEAR THE FOLLOWING LEGEND UNTIL REMOVABLE IN ACCORDANCE WITH ITS TERMS AND THE TERMS OF THE INDENTURE.

[Rule 144A Global Note]

THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. UNLESS THE COMPANY DETERMINES OTHERWISE IN ACCORDANCE WITH APPLICABLE LAW, THIS LEGEND WILL BE REMOVED BY THE COMPANY (1) UPON REQUEST OF THE HOLDER, AFTER ONE YEAR FROM THE LATER OF (A) THE ORIGINAL ISSUE DATE OF THIS SECURITY AND (B) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE THEREOF WAS THE BENEFICIAL OWNER OF THIS SECURITY (OR ANY PREDECESSOR HEREOF) IN ACCORDANCE WITH THE INDENTURE OR (2) WITH RESPECT TO SECURITIES SOLD IN RELIANCE ON REGULATION S, FOLLOWING THE EXPIRATION OF 40 CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH INTERESTS IN THIS SECURITY ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B) THE ORIGINAL ISSUE DATE OF THIS SECURITY. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

[Rule 144A Global Note]

BERKSHIRE HATHAWAY ENERGY COMPANY

1.650% Senior Notes due 2031

$[_________]


No. [__]		CUSIP No. 084659 BA8
		ISIN No. US084659BA88

BERKSHIRE HATHAWAY ENERGY COMPANY, a corporation organized under the laws of Iowa (herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, the principal amount of [_________] Dollars (such Initial Principal Amount, as it may from time to time be adjusted by endorsement on Schedule A hereto, is hereinafter referred to as the “Principal Amount”) on May 15, 2031, and to pay interest thereon from October 29, 2020, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 15 and November 15 in each year, commencing May 15, 2021, at the rate of 1.650% per annum, until the Principal Amount hereof is paid or made available for payment; provided that any Principal Amount and premium, and any such installment of interest, which is overdue shall bear interest at the rate of 1.650% per annum (or, if lower, the maximum rate legally enforceable) from the dates such amounts are due until they are paid or made available for payment; provided, further, that if a Registration Default (as defined in the Registration Rights Agreement) occurs with respect to this Security, additional interest will accrue on this Security for as long as it remains a Transfer Restricted Security (as defined in the Registration Rights Agreement) at a rate of 0.50% per annum from and including the date on which any such Registration Default shall occur, until but excluding the date on which all Registration Defaults have been cured. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be May 1 or November 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Person in whose name this Security (or one or more Predecessor Securities) is registered on such Regular Record Date and may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

[Rule 144A Global Note]

at least U.S. $1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. Dollar account maintained by the Holder with a bank in the United States; provided that such Holder elects payment by wire transfer by giving written notice to the Trustee or Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[Remainder of Page Intentionally Left Blank]

[Rule 144A Global Note]

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


BERKSHIRE HATHAWAY ENERGY COMPANY

By:
		Name:
		Title:


Attest:

By:
		Name:
		Title:

[Rule 144A Global Note]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

[Rule 144A Global Note]

FORM OF REVERSE OF RULE 144A GLOBAL SENIOR NOTE DUE 2031

BERKSHIRE HATHAWAY ENERGY COMPANY

1.650% Senior Notes due 2031

1. GENERAL

This Security is one of a duly authorized issue of securities of the Company (the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of October 4, 2002 (as amended by Article IV of the Second Supplemental Indenture thereto, dated as of May 16, 2003, the “Base Indenture”), between the Company and The Bank of New York, as trustee, as amended and supplemented by the Fourth Supplemental Indenture, dated as of March 24, 2006, the Fifth Supplemental Indenture, dated as of May 11, 2007, and the Sixteenth Supplemental Indenture, dated as of October 29, 2020 (collectively, together with the Base Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Terms defined in the Indenture which are not defined herein are used with the meanings assigned to them in the Indenture. This Security is one of the series designated on the face hereof.

2. OPTIONAL REDEMPTION

The Securities of this series are subject to redemption upon not less than 30 or more than 60 days’ notice to the Holders of such Securities as provided in the Indenture, at any time or from time to time prior to February 15, 2031, as a whole or in part, at the election of the Company, at a redemption price equal to the sum of (a) the greater of: (i) 100% of the principal amount of the Securities of this series being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal of and interest thereon that would be due if such Securities matured on February 15, 2031 (not including any portion of such payments of interest accrued to the Redemption Date) discounted to, but not including, the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 15 basis points, plus, for (i) or (ii) above, whichever is applicable, (b) accrued and unpaid interest on the Securities of this series to, but not including, the Redemption Date.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of this series (assuming, for this purpose, that such Securities matured on February 15, 2031) to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities of this series.

[Rule 144A Global Note]

“Comparable Treasury Price” means, with respect to any Redemption Date, the Reference Treasury Dealer Quotation for such Redemption Date.

“Independent Investment Banker” means an investment banking institution of international standing appointed by the Company.

“Reference Treasury Dealer” means a primary U.S. government securities dealer in New York City appointed by the Company.

“Reference Treasury Dealer Quotation” means, with respect to the Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount and quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day in New York City preceding such Redemption Date).

“Treasury Rate” means the rate per annum equal to the semi-annual equivalent or interpolated (on a daycount basis) yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

Notice of redemption pursuant to this paragraph 2 shall be given as provided for in the Indenture not less than 30 days nor more than 60 days prior to the Redemption Date. Notwithstanding Section 11.04 of the Indenture, notice of any redemption prior to February 15, 2031 need not set forth the redemption price but only the manner of calculation thereof. The Company shall give the Trustee notice of the amount of such redemption price promptly after the calculation thereof and the Trustee shall not be responsible for such calculation.

If fewer than all the Securities of this series are to be redeemed, selection of Securities of this series for redemption will be made by the Trustee on a pro rata basis; provided, that if the Securities of this series are represented by one or more Global Securities, beneficial interests in such Securities will be selected for redemption by the Depositary in accordance with its standard procedures therefor.

Unless the Company defaults in payment of the Redemption Price, from and after the Redemption Date, the Securities of this series or portions thereof called for redemption will cease to bear interest, and the Holders thereof will have no right in respect of such Securities of this series except the right to receive the Redemption Price thereof.

In the event of redemption of this Security in part only, the Trustee will reduce the Principal Amount hereof by endorsement on Schedule A hereto such that the Principal Amount shown on Schedule A after such endorsement will reflect only the unredeemed portion hereof.

[Rule 144A Global Note]

3. DEFEASANCE

The Indenture contains provisions for defeasance of (a) the entire indebtedness of this Security and (b) certain restrictive covenants upon compliance by the Company with certain conditions set forth therein.

4. DEFAULTS AND REMEDIES

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. At any time after such declaration of acceleration with respect to Securities of this series has been made, but before a judgment or decree for payment of money has been obtained by the Trustee as provided in the Indenture, if all Events of Default with respect to Securities of this series have been cured or waived (other than the non-payment of principal of the Securities of this series which has become due solely by reason of such declaration of acceleration) then, and in every such case, the Holders of a majority in aggregate principal amount of the Outstanding securities of such series may, by written notice to the Company and to the Trustee, rescind and annul such declaration and its consequences on behalf of all of the Holders, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee or for any other remedy thereunder, unless (a) such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, (b) the Holders of not less than 33% or a majority, as applicable, in principal amount of the Securities at the time Outstanding under the Indenture shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee, (c) such Holder shall have offered the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, (d) the Trustee shall not have received from the Holders of a majority in principal amount of Securities at the time Outstanding under the Indenture a direction inconsistent with such request and (e) the Trustee for 90 days after its receipt of such notice and offer of indemnity from the Holder, and request from the Holders, shall have failed to institute any such proceeding. The foregoing shall not apply to certain suits described in the Indenture, including any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

5. AMENDMENT AND WAIVER

[Rule 144A Global Note]

Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest, if any, on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

6. TRANSFER AND EXCHANGE; DENOMINATIONS

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of a Security of the series of which this Security is a part is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest, if any, on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of the series of which this Security is a part are issuable only in registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

7. SUCCESSOR OBLIGORS

When a successor assumes all the obligations of its predecessor under the Securities of this series and the Indenture in accordance with the terms of the Indenture, the predecessor will be released from those obligations.

8. TRUSTEE DEALINGS WITH THE COMPANY

The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities of this series and may otherwise deal with the Company, its Subsidiaries or their respective Affiliates as if it were not the Trustee.

[Rule 144A Global Note]

9. NO RECOURSE AGAINST OTHERS

No stockholder, director, officer, employee, incorporator or Affiliate of the Company shall have any liability for any obligation of the Company under the Securities of this series or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder of the Securities of this series by accepting a Security of this series waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities of this series.

10. AUTHENTICATION

This Security shall not be valid until the Trustee or authenticating agent signs the certificate of authentication on this Security.

11. CUSIP NUMBERS

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company will cause CUSIP numbers to be printed on the Securities of this series as a convenience to the Holders of the Securities of this series.

12. GOVERNING LAW

This Security shall be governed by and construed in accordance with the laws of the State of New York, including Section 5-1401 of the New York General Obligations Law, but otherwise without regard to the principles of conflict of laws thereof.

13. DEFINED TERMS

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

[Rule 144A Global Note]

SCHEDULE A

SCHEDULE OF ADJUSTMENTS

Initial Principal Amount: U.S. $[_________]


Date Adjustment Made	Principal Amount Increase	Principal Amount Decrease	Principal Amount Following Adjustment	On Behalf of the Security Exchange Agent/Registrar

[Rule 144A Global Note]

OPTION OF HOLDER TO ELECT PURCHASE

If you wish to elect to have all or any portion of the Securities purchased by the Company pursuant to a Change of Control Offer made in accordance with Section 10.10 of the Base Indenture, check the applicable boxes:


I wish to have the Securities purchased by the Company:

☐ in whole

☐ in part

Amount to be purchased: $________________


Dated:	Signature:
		(sign exactly as your name appears on the other side of this Security)


Signature
Guarantee:

(Your signature must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program (“STAMP”), the Securities Exchange Medallion Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”) or such other signature guarantee program as may be determined by the Securities Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended.)


Social Security Number or
Taxpayer Identification Number:

[Rule 144A Global Note]

FORM OF FACE OF RULE 144A GLOBAL

SENIOR NOTE DUE 2051

[Rule 144A Global Note]

BERKSHIRE HATHAWAY ENERGY COMPANY

2.850% Senior Notes due 2051

$[_________]


No. [__]		CUSIP No. 084659 BB6
		ISIN No. US084659BB61

BERKSHIRE HATHAWAY ENERGY COMPANY, a corporation organized under the laws of Iowa (herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, the principal amount of [_________] Dollars (such Initial Principal Amount, as it may from time to time be adjusted by endorsement on Schedule A hereto, is hereinafter referred to as the “Principal Amount”) on May 15, 2051, and to pay interest thereon from October 29, 2020, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 15 and November 15 in each year, commencing May 15, 2021, at the rate of 2.850% per annum, until the Principal Amount hereof is paid or made available for payment; provided that any Principal Amount and premium, and any such installment of interest, which is overdue shall bear interest at the rate of 2.850% per annum (or, if lower, the maximum rate legally enforceable) from the dates such amounts are due until they are paid or made available for payment; provided, further, that if a Registration Default (as defined in the Registration Rights Agreement) occurs with respect to this Security, additional interest will accrue on this Security for as long as it remains a Transfer Restricted Security (as defined in the Registration Rights Agreement) at a rate of 0.50% per annum from and including the date on which any such Registration Default shall occur, until but excluding the date on which all Registration Defaults have been cured. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be May 1 or November 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Person in whose name this Security (or one or more Predecessor Securities) is registered on such Regular Record Date and may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

[Rule 144A Global Note]

Payment of interest, if any, in respect of this Security may also be made, in the case of a Holder of at least U.S. $1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. Dollar account maintained by the Holder with a bank in the United States; provided that such Holder elects payment by wire transfer by giving written notice to the Trustee or Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

[Remainder of Page Intentionally Left Blank]

[Rule 144A Global Note]

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


BERKSHIRE HATHAWAY ENERGY COMPANY

By:
		Name:
		Title:


Attest:

By:
		Name:
		Title:

[Rule 144A Global Note]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

[Rule 144A Global Note]

FORM OF REVERSE OF RULE 144A GLOBAL SENIOR NOTE DUE 2051

BERKSHIRE HATHAWAY ENERGY COMPANY

2.850% Senior Notes due 2051

1. GENERAL

2. OPTIONAL REDEMPTION

The Securities of this series are subject to redemption upon not less than 30 or more than 60 days’ notice to the Holders of such Securities as provided in the Indenture, at any time or from time to time prior to November 15, 2050, as a whole or in part, at the election of the Company, at a redemption price equal to the sum of (a) the greater of: (i) 100% of the principal amount of the Securities of this series being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal of and interest thereon that would be due if such Securities matured on November 15, 2050 (not including any portion of such payments of interest accrued to the Redemption Date) discounted to, but not including, the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 25 basis points, plus, for (i) or (ii) above, whichever is applicable, (b) accrued and unpaid interest on the Securities of this series to, but not including, the Redemption Date.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of this series (assuming, for this purpose, that such Securities matured on November 15, 2050) to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities of this series.

[Rule 144A Global Note]

“Comparable Treasury Price” means, with respect to any Redemption Date, the Reference Treasury Dealer Quotation for such Redemption Date.

“Independent Investment Banker” means an investment banking institution of international standing appointed by the Company.

“Reference Treasury Dealer” means a primary U.S. government securities dealer in New York City appointed by the Company.

Notice of redemption pursuant to this paragraph 2 shall be given as provided for in the Indenture not less than 30 days nor more than 60 days prior to the Redemption Date. Notwithstanding Section 11.04 of the Indenture, notice of any redemption prior to November 15, 2050 need not set forth the redemption price but only the manner of calculation thereof. The Company shall give the Trustee notice of the amount of such redemption price promptly after the calculation thereof and the Trustee shall not be responsible for such calculation.

[Rule 144A Global Note]

3. DEFEASANCE

4. DEFAULTS AND REMEDIES

5. AMENDMENT AND WAIVER

[Rule 144A Global Note]

6. TRANSFER AND EXCHANGE; DENOMINATIONS

The Securities of the series of which this Security is a part are issuable only in registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

7. SUCCESSOR OBLIGORS

8. TRUSTEE DEALINGS WITH THE COMPANY

[Rule 144A Global Note]

9. NO RECOURSE AGAINST OTHERS

10. AUTHENTICATION

This Security shall not be valid until the Trustee or authenticating agent signs the certificate of authentication on this Security.

11. CUSIP NUMBERS

12. GOVERNING LAW

13. DEFINED TERMS

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

[Rule 144A Global Note]

SCHEDULE A

SCHEDULE OF ADJUSTMENTS

Initial Principal Amount: U.S. $[_________]


Date Adjustment Made	Principal Amount Increase	Principal Amount Decrease	Principal Amount Following Adjustment	On Behalf of the Security Exchange Agent/Registrar

[Rule 144A Global Note]

OPTION OF HOLDER TO ELECT PURCHASE

I wish to have the Securities purchased by the Company:

☐ in whole

☐ in part

Amount to be purchased: $________________


Dated:	Signature:
		(sign exactly as your name appears on the other side of this Security)

Signature

Guarantee: ______________________________

Social Security Number or

Taxpayer Identification Number: __________________________________

Exhibit B

N/A.

Exhibit C

[See Attached]

[Regulation S Permanent Global Note]

GLOBAL SENIOR NOTE DUE 2031

[Regulation S Permanent Global Note]

BERKSHIRE HATHAWAY ENERGY COMPANY

1.650% Senior Notes due 2031

$[_________]


No. [__]		CUSIP No. U0740L AN5
		ISIN No. USU0740LAN56

BERKSHIRE HATHAWAY ENERGY COMPANY, a corporation organized under the laws of Iowa (herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, the principal amount of [________] Dollars (such Initial Principal Amount, as it may from time to time be adjusted by endorsement on Schedule A hereto, is hereinafter referred to as the “Principal Amount”) on May 15, 2031, and to pay interest thereon from October 29, 2020, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 15 and November 15 in each year, commencing May 15, 2021, at the rate of 1.650% per annum, until the Principal Amount hereof is paid or made available for payment; provided that any Principal Amount and premium, and any such installment of interest, which is overdue shall bear interest at the rate of 1.650% per annum (or, if lower, the maximum rate legally enforceable) from the dates such amounts are due until they are paid or made available for payment; provided, further, that if a Registration Default (as defined in the Registration Rights Agreement) occurs with respect to this Security, additional interest will accrue on this Security for as long as it remains a Transfer Restricted Security (as defined in the Registration Rights Agreement) at a rate of 0.50% per annum from and including the date on which any such Registration Default shall occur, until but excluding the date on which all Registration Defaults have been cured. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be May 1 or November 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Person in whose name this Security (or one or more Predecessor Securities) is registered on such Regular Record Date and may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

[Regulation S Permanent Global Note]

[Remainder of Page Intentionally Left Blank]

[Regulation S Permanent Global Note]

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


BERKSHIRE HATHAWAY ENERGY COMPANY

By:
		Name:
		Title:


Attest:

By:
		Name:
		Title:

[Regulation S Permanent Global Note]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

[Regulation S Permanent Global Note]

FORM OF REVERSE OF REGULATION S PERMANENT

GLOBAL SENIOR NOTE DUE 2031

BERKSHIRE HATHAWAY ENERGY COMPANY

1.650% Senior Notes due 2031

1. GENERAL

2. OPTIONAL REDEMPTION

[Regulation S Permanent Global Note]

“Comparable Treasury Price” means, with respect to any Redemption Date, the Reference Treasury Dealer Quotation for such Redemption Date.

“Independent Investment Banker” means an investment banking institution of international standing appointed by the Company.

“Reference Treasury Dealer” means a primary U.S. government securities dealer in New York City appointed by the Company.

[Regulation S Permanent Global Note]

3. DEFEASANCE

4. DEFAULTS AND REMEDIES

5. AMENDMENT AND WAIVER

[Regulation S Permanent Global Note]

6. TRANSFER AND EXCHANGE; DENOMINATIONS

The Securities of the series of which this Security is a part are issuable only in registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

7. SUCCESSOR OBLIGORS

8. TRUSTEE DEALINGS WITH THE COMPANY

[Regulation S Permanent Global Note]

9. NO RECOURSE AGAINST OTHERS

10. AUTHENTICATION

This Security shall not be valid until the Trustee or authenticating agent signs the certificate of authentication on this Security.

11. ISIN NUMBER

This Security will bear an ISIN number. No representation is made as to the accuracy of such number as printed on the Securities of this series and reliance may be placed only on the other identification numbers printed hereon.

12. GOVERNING LAW

13. DEFINED TERMS

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

[Regulation S Permanent Global Note]

SCHEDULE A

SCHEDULE OF ADJUSTMENTS

Initial Principal Amount: U.S. $[_________]


Date Adjustment Made	Principal Amount Increase	Principal Amount Decrease	Principal Amount Following Adjustment	On Behalf of the Security Exchange Agent/Registrar

[Regulation S Permanent Global Note]

OPTION OF HOLDER TO ELECT PURCHASE

I wish to have the Securities purchased by the Company:

☐ in whole

☐ in part

Amount to be

purchased: $________________


Dated:	Signature:
		(sign exactly as your name appears on the other side of this Security)

Signature

Guarantee: ______________________________

Social Security Number or

Taxpayer Identification Number: __________________________________

[Regulation S Permanent Global Note]

FORM OF FACE OF REGULATION S PERMANENT

GLOBAL SENIOR NOTE DUE 2051

[Regulation S Permanent Global Note]

BERKSHIRE HATHAWAY ENERGY COMPANY

2.850% Senior Notes due 2051

$[_________]


No. [__]		CUSIP No. U0740L AP0
		ISIN No. USU0740LAP05

BERKSHIRE HATHAWAY ENERGY COMPANY, a corporation organized under the laws of Iowa (herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, the principal amount of [________] Dollars (such Initial Principal Amount, as it may from time to time be adjusted by endorsement on Schedule A hereto, is hereinafter referred to as the “Principal Amount”) on May 15, 2051, and to pay interest thereon from October 29, 2020, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 15 and November 15 in each year, commencing May 15, 2021, at the rate of 2.850% per annum, until the Principal Amount hereof is paid or made available for payment; provided that any Principal Amount and premium, and any such installment of interest, which is overdue shall bear interest at the rate of 2.850% per annum (or, if lower, the maximum rate legally enforceable) from the dates such amounts are due until they are paid or made available for payment; provided, further, that if a Registration Default (as defined in the Registration Rights Agreement) occurs with respect to this Security, additional interest will accrue on this Security for as long as it remains a Transfer Restricted Security (as defined in the Registration Rights Agreement) at a rate of 0.50% per annum from and including the date on which any such Registration Default shall occur, until but excluding the date on which all Registration Defaults have been cured. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be May 1 or November 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Person in whose name this Security (or one or more Predecessor Securities) is registered on such Regular Record Date and may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

[Regulation S Permanent Global Note]

[Remainder of Page Intentionally Left Blank]

[Regulation S Permanent Global Note]

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


BERKSHIRE HATHAWAY ENERGY COMPANY

By:
		Name:
		Title:


Attest:

By:
		Name:
		Title:

[Regulation S Permanent Global Note]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

[Regulation S Permanent Global Note]

FORM OF REVERSE OF REGULATION S PERMANENT

GLOBAL SENIOR NOTE DUE 2051

BERKSHIRE HATHAWAY ENERGY COMPANY

2.850% Senior Notes due 2051

1. GENERAL

2. OPTIONAL REDEMPTION

The Securities of this series are subject to redemption upon not less than 30 or more than 60 days’ notice to the Holders of such Securities as provided in the Indenture, at any time or from time to time prior to November 15, 2050, as a whole or in part, at the election of the Company, at a redemption price equal to the sum of (a) the greater of: (i) 100% of the principal amount of the Securities of this series being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal of and interest thereon that would be due if such Securities matured on November 15, 2050 (not including any portion of such payments of interest accrued to the Redemption Date) discounted to, but not including, the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 25 basis points, plus, for (i) or (ii) above, whichever is applicable, (b) accrued and unpaid interest on the Securities of this series to, but not including, the Redemption Date.

[Regulation S Permanent Global Note]

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of this series (assuming, for this purpose, that such Securities matured on November 15, 2050) to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities of this series.

“Comparable Treasury Price” means, with respect to any Redemption Date, the Reference Treasury Dealer Quotation for such Redemption Date.

“Independent Investment Banker” means an investment banking institution of international standing appointed by the Company.

“Reference Treasury Dealer” means a primary U.S. government securities dealer in New York City appointed by the Company.

Notice of redemption pursuant to this paragraph 2 shall be given as provided for in the Indenture not less than 30 days nor more than 60 days prior to the Redemption Date. Notwithstanding Section 11.04 of the Indenture, notice of any redemption prior to November 15, 2050 need not set forth the redemption price but only the manner of calculation thereof. The Company shall give the Trustee notice of the amount of such redemption price promptly after the calculation thereof and the Trustee shall not be responsible for such calculation.

[Regulation S Permanent Global Note]

3. DEFEASANCE

4. DEFAULTS AND REMEDIES

5. AMENDMENT AND WAIVER

[Regulation S Permanent Global Note]

6. TRANSFER AND EXCHANGE; DENOMINATIONS

The Securities of the series of which this Security is a part are issuable only in registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

7. SUCCESSOR OBLIGORS

8. TRUSTEE DEALINGS WITH THE COMPANY

[Regulation S Permanent Global Note]

9. NO RECOURSE AGAINST OTHERS

10. AUTHENTICATION

This Security shall not be valid until the Trustee or authenticating agent signs the certificate of authentication on this Security.

11. ISIN NUMBER

12. GOVERNING LAW

13. DEFINED TERMS

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

[Regulation S Permanent Global Note]

SCHEDULE A

SCHEDULE OF ADJUSTMENTS

Initial Principal Amount: U.S. $[_________]


Date Adjustment Made	Principal Amount Increase	Principal Amount Decrease	Principal Amount Following Adjustment	On Behalf of the Security Exchange Agent/Registrar

[Regulation S Permanent Global Note]

OPTION OF HOLDER TO ELECT PURCHASE

I wish to have the Securities purchased by the Company:


		☐ in whole

		☐ in part

		Amount to be purchased: $________________


Dated:	Signature:
		(sign exactly as your name appears on the other side of this Security)

Signature

Guarantee: ______________________________


Social Security Number or
		Taxpayer Identification Number:

[Regulation S Permanent Global Note]

Exhibit D

[See Attached]

[Restricted Definitive Senior Note]

FORM OF FACE OF RESTRICTED DEFINITIVE

SENIOR NOTE DUE 2031

THIS SECURITY HAS INITIALLY BEEN RESOLD TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DESCRIBED BY RULE 501(a)(1), (2), (3) or (7) UNDER THE SECURITIES ACT) IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SHALL BEAR THE FOLLOWING LEGEND UNTIL REMOVABLE IN ACCORDANCE WITH ITS TERMS AND THE TERMS OF THE INDENTURE:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, EACH HOLDER OF THIS SECURITY AND ANY OWNERS OF INTERESTS HEREIN (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY AFFILIATE THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” THAT PRIOR TO SUCH TRANSFER FURNISHED TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES AT THE TIME OF TRANSFER OF LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. UNLESS THE COMPANY DETERMINES OTHERWISE IN ACCORDANCE WITH APPLICABLE LAW, THIS LEGEND WILL BE REMOVED BY THE COMPANY (1) UPON REQUEST OF THE HOLDER, AFTER ONE YEAR FROM THE LATER OF (A) THE ORIGINAL ISSUE DATE OF THIS SECURITY AND (B) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE THEREOF WAS THE BENEFICIAL OWNER OF THIS SECURITY (OR ANY PREDECESSOR HEREOF) IN ACCORDANCE WITH THE INDENTURE OR (2) WITH RESPECT TO SECURITIES SOLD IN RELIANCE ON REGULATION S, FOLLOWING THE EXPIRATION OF 40 CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH INTERESTS IN THIS SECURITY ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B) THE ORIGINAL ISSUE DATE OF THIS SECURITY. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

[Restricted Definitive Senior Note]

BERKSHIRE HATHAWAY ENERGY COMPANY

1.650% Senior Notes due 2031


		$[________]

No. [_]		CUSIP No. [________]
		ISIN No. [________]

BERKSHIRE HATHAWAY ENERGY COMPANY, a corporation organized under the laws of Iowa (herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [name of registered owner or its registered assigns], the principal amount of [________] Dollars (the “Principal Amount”) on May 15, 2031, and to pay interest thereon from October 29, 2020, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 15 and November 15 in each year, commencing May 15, 2021, at the rate of 1.650% per annum, until the Principal Amount hereof is paid or made available for payment; provided that any Principal Amount and premium, and any such installment of interest, which is overdue shall bear interest at the rate of 1.650% per annum (or, if lower, the maximum rate legally enforceable) from the dates such amounts are due until they are paid or made available for payment; provided, further, that if a Registration Default (as defined in the Registration Rights Agreement) occurs with respect to this Security, additional interest will accrue on this Security for as long as it remains a Transfer Restricted Security (as defined in the Registration Rights Agreement) at a rate of 0.50% per annum from and including the date on which any such Registration Default shall occur, until but excluding the date on which all Registration Defaults have been cured. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be May 1 or November 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Person in whose name this Security (or one or more Predecessor Securities) is registered on such Regular Record Date and may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

[Restricted Definitive Senior Note]

account maintained by the Holder with a bank in the United States; provided that such Holder elects payment by wire transfer by giving written notice to the Trustee or Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

[Remainder of Page Intentionally Left Blank]

[Restricted Definitive Senior Note]

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


BERKSHIRE HATHAWAY ENERGY COMPANY

By:
		Name:
		Title:


Attest:

By:
		Name:
		Title:

[Restricted Definitive Senior Note]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.


	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

Dated: ___________		By:
			Authorized Signatory

[Restricted Definitive Senior Note]

FORM OF REVERSE OF RESTRICTED DEFINITIVE SENIOR NOTE DUE 2031

BERKSHIRE HATHAWAY ENERGY COMPANY

1.650% Senior Notes due 2031

1. GENERAL

2. OPTIONAL REDEMPTION

[Restricted Definitive Senior Note]

“Comparable Treasury Price” means, with respect to any Redemption Date, the Reference Treasury Dealer Quotation for such Redemption Date.

“Independent Investment Banker” means an investment banking institution of international standing appointed by the Company.

“Reference Treasury Dealer” means a primary U.S. government securities dealer in New York City appointed by the Company.

3. DEFEASANCE

[Restricted Definitive Senior Note]

4. DEFAULTS AND REMEDIES

5. AMENDMENT AND WAIVER

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the Indenture or any supplemental indenture or the rights and obligations of the Company and rights of the Holders of the Securities of any series at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the affected Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

[Restricted Definitive Senior Note]

6. TRANSFER AND EXCHANGE; DENOMINATIONS

The Securities of the series of which this Security is a part are issuable only in registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

7. SUCCESSOR OBLIGORS

8. TRUSTEE DEALINGS WITH THE COMPANY

[Restricted Definitive Senior Note]

9. NO RECOURSE AGAINST OTHERS

10. AUTHENTICATION

This Security shall not be valid until the Trustee or authenticating agent signs the certificate of authentication on this Security.

11. CUSIP NUMBERS

12. GOVERNING LAW

13. DEFINED TERMS

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

[Restricted Definitive Senior Note]

OPTION OF HOLDER TO ELECT PURCHASE

I wish to have the Securities purchased by the Company:

☐ in whole

☐ in part

Amount to be

purchased: $


Dated:	Signature:
		(sign exactly as your name appears on the other side of this Security)

Signature

Guarantee: ______________________________

Social Security Number or

Taxpayer Identification Number: __________________________________

[Restricted Definitive Senior Note]

FORM OF FACE OF RESTRICTED DEFINITIVE

SENIOR NOTE DUE 2051

[Restricted Definitive Senior Note]

BERKSHIRE HATHAWAY ENERGY COMPANY

2.850% Senior Notes due 2051


		$[________]

No. [_]		CUSIP No. [________]
		ISIN No. [________]

BERKSHIRE HATHAWAY ENERGY COMPANY, a corporation organized under the laws of Iowa (herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [name of registered owner or its registered assigns], the principal amount of [________] Dollars (the “Principal Amount”) on May 15, 2051, and to pay interest thereon from October 29, 2020, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 15 and November 15 in each year, commencing May 15, 2021, at the rate of 2.850% per annum, until the Principal Amount hereof is paid or made available for payment; provided that any Principal Amount and premium, and any such installment of interest, which is overdue shall bear interest at the rate of 2.850% per annum (or, if lower, the maximum rate legally enforceable) from the dates such amounts are due until they are paid or made available for payment; provided, further, that if a Registration Default (as defined in the Registration Rights Agreement) occurs with respect to this Security, additional interest will accrue on this Security for as long as it remains a Transfer Restricted Security (as defined in the Registration Rights Agreement) at a rate of 0.50% per annum from and including the date on which any such Registration Default shall occur, until but excluding the date on which all Registration Defaults have been cured. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be May 1 or November 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Person in whose name this Security (or one or more Predecessor Securities) is registered on such Regular Record Date and may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

[Restricted Definitive Senior Note]

[Remainder of Page Intentionally Left Blank]

[Restricted Definitive Senior Note]

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


BERKSHIRE HATHAWAY ENERGY COMPANY

By:
		Name:
		Title:


Attest:

By:
		Name:
		Title:

[Restricted Definitive Senior Note]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

[Restricted Definitive Senior Note]

FORM OF REVERSE OF RESTRICTED DEFINITIVE SENIOR NOTE DUE 2051

BERKSHIRE HATHAWAY ENERGY COMPANY

2.850% Senior Notes due 2051

1. GENERAL

2. OPTIONAL REDEMPTION

The Securities of this series are subject to redemption upon not less than 30 or more than 60 days’ notice to the Holders of such Securities as provided in the Indenture, at any time or from time to time prior to November 15, 2050, as a whole or in part, at the election of the Company, at a redemption price equal to the sum of (a) the greater of: (i) 100% of the principal amount of the Securities of this series being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal of and interest thereon that would be due if such Securities matured on November 15, 2050 (not including any portion of such payments of interest accrued to the Redemption Date) discounted to, but not including, the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 25 basis points, plus, for (i) or (ii) above, whichever is applicable, (b) accrued and unpaid interest on the Securities of this series to, but not including, the Redemption Date.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of this series (assuming, for this purpose, that such Securities matured on November 15, 2050) to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities of this series.

[Restricted Definitive Senior Note]

“Comparable Treasury Price” means, with respect to any Redemption Date, the Reference Treasury Dealer Quotation for such Redemption Date.

“Independent Investment Banker” means an investment banking institution of international standing appointed by the Company.

“Reference Treasury Dealer” means a primary U.S. government securities dealer in New York City appointed by the Company.

Notice of redemption pursuant to this paragraph 2 shall be given as provided for in the Indenture not less than 30 days nor more than 60 days prior to the Redemption Date. Notwithstanding Section 11.04 of the Indenture, notice of any redemption prior to November 15, 2050 need not set forth the redemption price but only the manner of calculation thereof. The Company shall give the Trustee notice of the amount of such redemption price promptly after the calculation thereof and the Trustee shall not be responsible for such calculation.

3. DEFEASANCE

[Restricted Definitive Senior Note]

4. DEFAULTS AND REMEDIES

5. AMENDMENT AND WAIVER

[Restricted Definitive Senior Note]

6. TRANSFER AND EXCHANGE; DENOMINATIONS

The Securities of the series of which this Security is a part are issuable only in registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

7. SUCCESSOR OBLIGORS

8. TRUSTEE DEALINGS WITH THE COMPANY

[Restricted Definitive Senior Note]

9. NO RECOURSE AGAINST OTHERS

10. AUTHENTICATION

This Security shall not be valid until the Trustee or authenticating agent signs the certificate of authentication on this Security.

11. CUSIP NUMBERS

12. GOVERNING LAW

13. DEFINED TERMS

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

[Restricted Definitive Senior Note]

OPTION OF HOLDER TO ELECT PURCHASE

I wish to have the Securities purchased by the Company:

☐ in whole

☐ in part

Amount to be

purchased: $

Signature

Guarantee: _____________________________

Social Security Number or

Taxpayer Identification Number: _________________________________

[Restricted Definitive Senior Note]

Exhibit E

[See Attached]

[Senior Exchange Note]

FORM OF FACE OF SENIOR EXCHANGE NOTE DUE 2031 OR PRIVATE EXCHANGE NOTE DUE 2031

BERKSHIRE HATHAWAY ENERGY COMPANY

1.650% Senior Notes due 2031


		$[________]
No. [_]		CUSIP No. [________]
		ISIN No. [________]

BERKSHIRE HATHAWAY ENERGY COMPANY, a corporation organized under the laws of Iowa (herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., the principal amount of [________] Dollars (such Initial Principal Amount, as it may from time to time be adjusted by endorsement on Schedule A hereto, is hereinafter referred to as the “Principal Amount”) on May 15, 2031, and to pay interest thereon from October 29, 2020, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 15 and November 15 in each year, commencing May 15, 2021, at the rate of 1.650% per annum, until the Principal Amount hereof is paid or made available for payment; provided that any Principal Amount and premium, and any such installment of interest, which is overdue shall bear interest at the rate of 1.650% per annum (or, if lower, the maximum rate legally enforceable) from the dates such amounts are due until they are paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be May 1 or November 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Person in whose name this Security (or one or more Predecessor Securities) is registered on such Regular Record Date and may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest, if any, on this Security will be made at any place of payment or at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States as at the time of payment is legal tender for the payment of public and private debts, provided, however, that payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Payment of interest, if any, in respect of this Security may also be made, in the case of a Holder of at least U.S. $1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. Dollar account maintained by the Holder with a bank in the United States; provided that such Holder elects payment by wire transfer by giving written notice to the Trustee or Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

[Senior Exchange Note]

[Remainder of Page Intentionally Left Blank]

[Senior Exchange Note]

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


BERKSHIRE HATHAWAY ENERGY COMPANY

By:
		Name:
		Title:


Attest:

By:
		Name:
		Title:

[Senior Exchange Note]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

[Senior Exchange Note]

FORM OF REVERSE OF SENIOR EXCHANGE NOTE DUE 2031 OR PRIVATE

EXCHANGE NOTE DUE 2031

BERKSHIRE HATHAWAY ENERGY COMPANY

1.650% Senior Notes due 2031

1. GENERAL

2. OPTIONAL REDEMPTION

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of this series (assuming, for this purpose, that such Securities matured on February 15, 2031 be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities of this series.

[Senior Exchange Note]

“Comparable Treasury Price” means, with respect to any Redemption Date, the Reference Treasury Dealer Quotation for such Redemption Date.

“Independent Investment Banker” means an investment banking institution of international standing appointed by the Company.

“Reference Treasury Dealer” means a primary U.S. government securities dealer in New York City appointed by the Company.

3. DEFEASANCE

[Senior Exchange Note]

4. DEFAULTS AND REMEDIES

5. AMENDMENT AND WAIVER

[Senior Exchange Note]

6. TRANSFER AND EXCHANGE; DENOMINATIONS

The Securities of the series of which this Security is a part are issuable only in registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

7. SUCCESSOR OBLIGORS

8. TRUSTEE DEALINGS WITH THE COMPANY

[Senior Exchange Note]

9. NO RECOURSE AGAINST OTHERS

10. AUTHENTICATION

This Security shall not be valid until the Trustee or authenticating agent signs the certificate of authentication on this Security.

11. CUSIP NUMBERS

12. GOVERNING LAW

13. DEFINED TERMS

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

[Senior Exchange Note]

SCHEDULE A

SCHEDULE OF ADJUSTMENTS

Initial Principal Amount: U.S. $[_________]


Date Adjustment Made	Principal Amount Increase	Principal Amount Decrease	Principal Amount Following Adjustment	On Behalf of the Security Exchange Agent/Registrar

[Senior Exchange Note]

OPTION OF HOLDER TO ELECT PURCHASE

I wish to have the Securities purchased by the Company:


☐ in whole

☐ in part

Amount to be purchased: $________________


Dated:	Signature:
		(sign exactly as your name appears on the other side of this Security)

Signature

Guarantee: ______________________________

Social Security Number or

Taxpayer Identification Number: __________________________________

[Senior Exchange Note]

FORM OF FACE OF SENIOR EXCHANGE NOTE DUE 2051 OR PRIVATE EXCHANGE NOTE DUE 2051

BERKSHIRE HATHAWAY ENERGY COMPANY

2.850% Senior Notes due 2051


		$[________]

No. [_]		CUSIP No. [________]
		ISIN No. [________]

BERKSHIRE HATHAWAY ENERGY COMPANY, a corporation organized under the laws of Iowa (herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., the principal amount of [________] Dollars (such Initial Principal Amount, as it may from time to time be adjusted by endorsement on Schedule A hereto, is hereinafter referred to as the “Principal Amount”) on May 15, 2051, and to pay interest thereon from October 29, 2020, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 15 and November 15 in each year, commencing May 15, 2021, at the rate of 2.850% per annum, until the Principal Amount hereof is paid or made available for payment; provided that any Principal Amount and premium, and any such installment of interest, which is overdue shall bear interest at the rate of 2.850% per annum (or, if lower, the maximum rate legally enforceable) from the dates such amounts are due until they are paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be May 1 or November 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Person in whose name this Security (or one or more Predecessor Securities) is registered on such Regular Record Date and may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

[Senior Exchange Note]

[Remainder of Page Intentionally Left Blank]

[Senior Exchange Note]

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


BERKSHIRE HATHAWAY ENERGY COMPANY

By:
		Name:
		Title:


Attest:

By:
		Name:
		Title:

[Senior Exchange Note]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.


	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

Dated: ___________	By:
		Authorized Signatory

[Senior Exchange Note]

FORM OF REVERSE OF SENIOR EXCHANGE NOTE DUE 2051 OR PRIVATE EXCHANGE NOTE DUE 2051

BERKSHIRE HATHAWAY ENERGY COMPANY

2.850% Senior Notes due 2051

1. GENERAL

2. OPTIONAL REDEMPTION

The Securities of this series are subject to redemption upon not less than 30 or more than 60 days’ notice to the Holders of such Securities as provided in the Indenture, at any time or from time to time prior to November 15, 2050, as a whole or in part, at the election of the Company, at a redemption price equal to the sum of (a) the greater of: (i) 100% of the principal amount of the Securities of this series being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal of and interest thereon that would be due if such Securities matured on November 15, 2050 (not including any portion of such payments of interest accrued to the Redemption Date) discounted to, but not including, the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 25 basis points, plus, for (i) or (ii) above, whichever is applicable, (b) accrued and unpaid interest on the Securities of this series to, but not including, the Redemption Date.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of this series (assuming, for this purpose, that such Securities matured on November 15, 2050 be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities of this series.

[Senior Exchange Note]

“Comparable Treasury Price” means, with respect to any Redemption Date, the Reference Treasury Dealer Quotation for such Redemption Date.

“Independent Investment Banker” means an investment banking institution of international standing appointed by the Company.

“Reference Treasury Dealer” means a primary U.S. government securities dealer in New York City appointed by the Company.

Notice of redemption pursuant to this paragraph 2 shall be given as provided for in the Indenture not less than 30 days nor more than 60 days prior to the Redemption Date. Notwithstanding Section 11.04 of the Indenture, notice of any redemption prior to November 15, 2050 need not set forth the redemption price but only the manner of calculation thereof. The Company shall give the Trustee notice of the amount of such redemption price promptly after the calculation thereof and the Trustee shall not be responsible for such calculation.

3. DEFEASANCE

[Senior Exchange Note]

4. DEFAULTS AND REMEDIES

5. AMENDMENT AND WAIVER

[Senior Exchange Note]

6. TRANSFER AND EXCHANGE; DENOMINATIONS

The Securities of the series of which this Security is a part are issuable only in registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

7. SUCCESSOR OBLIGORS

8. TRUSTEE DEALINGS WITH THE COMPANY

[Senior Exchange Note]

9. NO RECOURSE AGAINST OTHERS

10. AUTHENTICATION

This Security shall not be valid until the Trustee or authenticating agent signs the certificate of authentication on this Security.

11. CUSIP NUMBERS

12. GOVERNING LAW

13. DEFINED TERMS

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

[Senior Exchange Note]

SCHEDULE A

SCHEDULE OF ADJUSTMENTS

Initial Principal Amount: U.S. $[_________]


Date Adjustment Made	Principal Amount Increase	Principal Amount Decrease	Principal Amount Following Adjustment	On Behalf of the Security Exchange Agent/Registrar

[Senior Exchange Note]

OPTION OF HOLDER TO ELECT PURCHASE

I wish to have the Securities purchased by the Company:


☐ in whole

☐ in part

Amount to be purchased: $________________


Dated:	Signature:
		(sign exactly as your name appears on the other side of this Security)

Signature

Guarantee: ______________________________

Social Security Number or

Taxpayer Identification Number: __________________________________

[Senior Exchange Note]

Exhibit 99.1

LOGO

For more information, contact:

Berkshire Hathaway Energy

Media Hotline: 515-242-3022

mediahotline@brkenergy.com

Warren Buffett’s Berkshire Hathaway Energy Completes Acquisition of

Majority of Dominion Energy’s Gas Transmission and Storage Business

DES MOINES, Iowa – November 2, 2020 – Berkshire Hathaway Energy today announced it has completed the purchase of Dominion Energy’s natural gas transmission and storage business, exclusive of Questar Pipeline Group. The transaction consideration was $8 billion, including approximately $2.7 billion in cash (subject to certain adjustments) and the assumption of approximately $5.3 billion in debt. Today’s completed transaction also included the acquisition of 25% of Cove Point LNG - an LNG export, import and storage facility in Maryland that Berkshire Hathaway Energy will now operate. The transaction received antitrust clearance under the Hart-Scott-Rodino Act from the Federal Trade Commission in October 2020, and approval to transfer existing licenses from the Federal Communications Commission and Department of Energy earlier this year.

“We are pleased to welcome the natural gas transmission and storage business and its employees to Berkshire Hathaway Energy,” said Greg Abel, Berkshire Hathaway’s vice chairman, non-insurance operations, and Berkshire Hathaway Energy chairman. “With shared values and priorities, the business is a great fit within our organization and will play an important role in our long-term plan to deliver clean, low-cost and sustainable energy solutions to customers and communities.”

On July 5, 2020, Berkshire Hathaway Energy announced it had reached an agreement to acquire substantially all of Dominion Energy’s gas transmission and storage operating segment assets. On September 30, 2020, Dominion Energy announced a dual-phase closing for the transaction as a result of updated timing expectations for receipt of the antitrust clearance from the Federal Trade Commission related exclusively to the sale of Questar Pipeline Group. On October 5, 2020, the companies entered into a second agreement providing for Berkshire Hathaway Energy’s purchase of Questar Pipeline Group from Dominion Energy Questar Corporation. The second transaction is subject to regulatory approvals and is expected to close in early 2021.

About Berkshire Hathaway Energy

From our roots in renewable energy, Berkshire Hathaway Energy has grown to a $104.4 billion portfolio of locally managed businesses that share a vision of being the best energy company in serving our customers, while delivering sustainable energy solutions. These businesses deliver low-cost, safe and reliable service each day to more than 12 million electric and natural gas customers and end-users around the world. Our employees pride themselves in putting customers first in all they do, and as a result, our businesses consistently rank high among energy companies in customer satisfaction. Berkshire Hathaway Energy is headquartered in Des Moines, Iowa, U.S.A. Learn more at www.brkenergy.com.

Forward-looking Statements

This news release contains statements that do not directly or exclusively relate to historical facts. These statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can typically be identified by the use of forward-looking words, such as “will,” “may,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “intend,” “potential,” “plan,” “forecast” and similar terms. These statements are based upon Berkshire Hathaway Energy Company’s current intentions, assumptions, expectations and beliefs and are subject to risks, uncertainties and other important factors. Many of these factors are outside the control of Berkshire Hathaway Energy Company and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expectations include the impact of natural disasters and weather effects on revenues and other operating uncertainties, uncertainties relating to economic, political and business conditions and uncertainties regarding the impact of laws and regulations, including laws and regulations related to environmental protection, changes in government policy and competition. The foregoing factors that could cause Berkshire Hathaway Energy Company’s actual results to differ materially from those contemplated in the forward-looking statements included in this news release should not be construed as exclusive and should be considered in connection with information regarding risks and uncertainties that may affect Berkshire Hathaway Energy Company’s future results included in Berkshire Hathaway Energy Company’s filings with the Securities and Exchange Commission, which are available at the Securities and Exchange Commission’s website (www.sec.gov). Berkshire Hathaway Energy Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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