10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2015

or

[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ______ to _______

Commission File Number	Exact name of registrant as specified in its charter; State or other jurisdiction of incorporation or organization	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, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x  No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x  No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  o  No  x

All of the shares of common equity of Berkshire Hathaway Energy Company are privately held by a limited group of investors. As of April 30, 2015, 77,391,144 shares of common stock were outstanding.

TABLE OF CONTENTS

PART I

Item 1.	Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	42

PART II

Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	43
Signatures		44
Exhibit Index		45

i

Definition of Abbreviations and Industry Terms

When used in Forward-Looking Statements, Part I - Items 2 through 4, and Part II - Items 1 through 6, the following terms have the definitions indicated.

Berkshire Hathaway Energy Company and Related Entities
BHE	Berkshire Hathaway Energy Company
Company	Berkshire Hathaway Energy Company and its subsidiaries
PacifiCorp	PacifiCorp and its subsidiaries
MidAmerican Funding	MidAmerican Funding, LLC and its subsidiaries
MidAmerican Energy	MidAmerican Energy Company
NV Energy	NV Energy, Inc. and its subsidiaries
Nevada Power	Nevada Power Company
Sierra Pacific	Sierra Pacific Power Company
Nevada Utilities	Nevada Power Company and Sierra Pacific Power Company
Northern Powergrid	Northern Powergrid Holdings Company
Northern Natural Gas	Northern Natural Gas Company
Kern River	Kern River Gas Transmission Company
AltaLink	BHE AltaLink Ltd.
ALP	AltaLink, L.P.
BHE U.S. Transmission	BHE U.S. Transmission, LLC
HomeServices	HomeServices of America, Inc. and its subsidiaries
BHE Pipeline Group	Consists of Northern Natural Gas and Kern River
BHE Transmission	Consists of AltaLink and BHE U.S. Transmission
BHE Renewables	Consists of BHE Renewables, LLC and CalEnergy Philippines
Utilities	PacifiCorp, MidAmerican Energy, Nevada Power and Sierra Pacific
Berkshire Hathaway	Berkshire Hathaway Inc. and its subsidiaries
Topaz	Topaz Solar Farms LLC
Topaz Project	550-megawatt solar project in California
Jumbo Road	Jumbo Road Holdings, LLC
Jumbo Road Project	300-megawatt wind-powered generating facility in Texas
Solar Star Funding	Solar Star Funding, LLC
Solar Star Projects	A combined 579-megawatt solar project in California
Certain Industry Terms
AESO	Alberta Electric System Operator
AFUDC	Allowance for Funds Used During Construction
AUC	Alberta Utilities Commission
EPA	United States Environmental Protection Agency
FERC	Federal Energy Regulatory Commission
IPUC	Idaho Public Utilities Commission
IUB	Iowa Utilities Board
kV	Kilovolt
MW	Megawatts
OPUC	Oregon Public Utility Commission
PUCN	Public Utilities Commission of Nevada
UPSC	Utah Public Service Commission
WPSC	Wyoming Public Service Commission
WUTC	Washington Utilities and Transportation Commission

ii

Forward-Looking Statements

This report contains statements that do not directly or exclusively relate to historical facts. These statements are "forward-looking statements" within the meaning of Section 27A of the Securities Act 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 the 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 the Company and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include, among others:

• general economic, political and business conditions, as well as changes in, and compliance with, laws and regulations, including reliability and safety standards, affecting the Company's operations or related industries;

• changes in, and compliance with, environmental laws, regulations, decisions and policies that could, among other items, increase operating and capital costs, reduce facility output, accelerate facility retirements or delay facility construction or acquisition;

• the outcome of rate cases and other proceedings conducted by regulatory commissions or other governmental and legal bodies and the Company's ability to recover costs in rates in a timely manner;

• changes in economic, industry, competition or weather conditions, as well as demographic trends, new technologies and various conservation, energy efficiency and distributed generation measures and programs, that could affect customer growth and usage, electricity and natural gas supply or the Company's ability to obtain long-term contracts with customers and suppliers;

• performance and availability of the Company's facilities, including the impacts of outages and repairs, transmission constraints, weather, including wind, solar and hydroelectric conditions, and operating conditions;

• a high degree of variance between actual and forecasted load or generation that could impact the Company's hedging strategy and the cost of balancing its generation resources with its retail load obligations;

• changes in prices, availability and demand for wholesale electricity, coal, natural gas, other fuel sources and fuel transportation that could have a significant impact on generating capacity and energy costs;

• the financial condition and creditworthiness of the Company's significant customers and suppliers;

• changes in business strategy or development plans;

• availability, terms and deployment of capital, including reductions in demand for investment-grade commercial paper, debt securities and other sources of debt financing and volatility in the London Interbank Offered Rate, the base interest rate for BHE's and its subsidiaries' credit facilities;

• changes in BHE's and its subsidiaries' credit ratings;

• risks relating to nuclear generation;

• the impact of certain contracts used to mitigate or manage volume, price and interest rate risk, including increased collateral requirements, and changes in commodity prices, interest rates and other conditions that affect the fair value of certain contracts;

• the impact of inflation on costs and the Company's ability to recover such costs in regulated rates;

• increases in employee healthcare costs, including the implementation of the Affordable Care Act;

• the impact of investment performance and changes in interest rates, legislation, healthcare cost trends, mortality and morbidity on pension and other postretirement benefits expense and funding requirements;

• changes in the residential real estate brokerage and mortgage industries and regulations that could affect brokerage and mortgage transaction levels;

• unanticipated construction delays, changes in costs, receipt of required permits and authorizations, ability to fund capital projects and other factors that could affect future facilities and infrastructure additions;

• the availability and price of natural gas in applicable geographic regions and demand for natural gas supply;

• the impact of new accounting guidance or changes in current accounting estimates and assumptions on the Company's consolidated financial results;

iii

• the Company's ability to successfully integrate AltaLink and future acquired operations into its business;

• the effects of catastrophic and other unforeseen events, which may be caused by factors beyond the Company's control or by a breakdown or failure of the Company's operating assets, including storms, floods, fires, earthquakes, explosions, landslides, mining accidents, litigation, wars, terrorism, and embargoes; and

• other business or investment considerations that may be disclosed from time to time in BHE's filings with the United States Securities and Exchange Commission or in other publicly disseminated written documents.

Further details of the potential risks and uncertainties affecting the Company are described in BHE's filings with the United States Securities and Exchange Commission, including Part II, Item 1A and other discussions contained in this Form 10-Q. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing factors should not be construed as exclusive.

iv

PART I

Item 1. Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Berkshire Hathaway Energy Company

Des Moines, Iowa

We have reviewed the accompanying consolidated balance sheet of Berkshire Hathaway Energy Company and subsidiaries (the "Company") as of March 31, 2015, and the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for the three-month periods endedMarch 31, 2015 and 2014. These interim financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Berkshire Hathaway Energy Company and subsidiaries as of December 31, 2014, and the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 27, 2015, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2014 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Deloitte & Touche LLP

Des Moines, Iowa

May 1, 2015

1

BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Amounts in millions)

	As of
	March 31,		December 31,
	2015		2014
ASSETS
Current assets:
Cash and cash equivalents	$	507	$	617
Trade receivables, net	1,766		1,837
Income taxes receivable	1,269		1,156
Inventories	790		826
Mortgage loans held for sale	373		286
Other current assets	1,085		1,221
Total current assets	5,790		5,943
Property, plant and equipment, net	58,987		59,248
Goodwill	9,186		9,343
Regulatory assets	4,015		4,000
Investments and restricted cash and investments	3,118		2,803
Other assets	1,177		967
Total assets	$	82,273	$	82,304

The accompanying notes are an integral part of these consolidated financial statements.

2

BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited) (continued)

(Amounts in millions)

	As of
	March 31,			December 31,
	2015			2014
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	1,614		$	1,991
Accrued interest	476			454
Accrued property, income and other taxes	381			366
Accrued employee expenses	277			255
Short-term debt	1,581			1,445
Current portion of long-term debt	1,189			1,232
Other current liabilities	1,489			1,369
Total current liabilities	7,007			7,112
Regulatory liabilities	2,703			2,669
BHE senior debt	7,860			7,860
BHE junior subordinated debentures	3,794			3,794
Subsidiary debt	25,508			25,763
Deferred income taxes	11,870			11,802
Other long-term liabilities	2,696			2,731
Total liabilities	61,438			61,731
Commitments and contingencies (Note 11)
Equity:
BHE shareholders' equity:
Common stock - 115 shares authorized, no par value, 77 shares issued and outstanding	—			—
Additional paid-in capital	6,420			6,423
Retained earnings	15,005			14,513
Accumulated other comprehensive loss, net	(729		)	(494		)
Total BHE shareholders' equity	20,696			20,442
Noncontrolling interests	139			131
Total equity	20,835			20,573
Total liabilities and equity	$	82,273		$	82,304

The accompanying notes are an integral part of these consolidated financial statements.

3

BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Amounts in millions)

	Three-Month Periods
	Ended March 31,
	2015			2014
Operating revenue:
Energy	$	3,773		$	3,891
Real estate	448			358
Total operating revenue	4,221			4,249
Operating costs and expenses:
Energy:
Cost of sales	1,354			1,632
Operating expense	906			822
Depreciation and amortization	581			475
Real estate	450			370
Total operating costs and expenses	3,291			3,299
Operating income	930			950
Other income (expense):
Interest expense	(472		)	(418		)
Capitalized interest	29			29
Allowance for equity funds	31			27
Interest and dividend income	26			9
Other, net	26			7
Total other income (expense)	(360		)	(346		)
Income before income tax expense and equity income	570			604
Income tax expense	123			112
Equity income	26			15
Net income	473			507
Net income attributable to noncontrolling interests	4			4
Net income attributable to BHE shareholders	$	469		$	503

The accompanying notes are an integral part of these consolidated financial statements.

4

BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(Amounts in millions)

	Three-Month Periods
	Ended March 31,
	2015			2014
Net income	$	473		$	507
Other comprehensive (loss) income, net of tax:
Unrecognized amounts on retirement benefits, net of tax of $8 and $1	22			7
Foreign currency translation adjustment	(424		)	29
Unrealized gains on available-for-sale securities, net of tax of $113 and $116	166			173
Unrealized gains on cash flow hedges, net of tax of $1 and $9	1			13
Total other comprehensive (loss) income, net of tax	(235		)	222
Comprehensive income	238			729
Comprehensive income attributable to noncontrolling interests	4			4
Comprehensive income attributable to BHE shareholders	$	234		$	725

The accompanying notes are an integral part of these consolidated financial statements.

5

BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited)

 (Amounts in millions)

	BHE Shareholders' Equity
										Accumulated
				Additional						Other
	Common			Paid-in			Retained			Comprehensive			Noncontrolling			Total
	Shares	Stock		Capital			Earnings			(Loss) Income, Net			Interests			Equity
Balance, December 31, 2013	77	$	—	$	6,390		$	12,418		$	(97	)	$	105		$	18,816
Net income	—	—		—			503			—			3			506
Other comprehensive income	—	—		—			—			222			—			222
Distributions	—	—		—			—			—			(6		)	(6		)
Balance, March 31, 2014	77	$	—	$	6,390		$	12,921		$	125		$	102		$	19,538
Balance, December 31, 2014	77	$	—	$	6,423		$	14,513		$	(494	)	$	131		$	20,573
Adoption of ASC 853	—	—		—			56			—			11			67
Net income	—	—		—			469			—			3			472
Other comprehensive loss	—	—		—			—			(235		)	—			(235		)
Distributions	—	—		—			—			—			(6		)	(6		)
Common stock purchases	—	—		(3		)	(33		)	—			—			(36		)
Balance, March 31, 2015	77	$	—	$	6,420		$	15,005		$	(729	)	$	139		$	20,835

The accompanying notes are an integral part of these consolidated financial statements.

6

BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Amounts in millions)

	Three-Month Periods
	Ended March 31,
	2015			2014
Cash flows from operating activities:
Net income	$	473		$	507
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	587			482
Allowance for equity funds	(31		)	(27		)
Changes in regulatory assets and liabilities	152			(27		)
Deferred income taxes and amortization of investment tax credits	206			150
Other, net	(35		)	33
Changes in other operating assets and liabilities, net of effects from acquisitions:
Trade receivables and other assets	(18		)	(16		)
Derivative collateral, net	(21		)	(21		)
Pension and other postretirement benefit plans	(4		)	(9		)
Accrued property, income and other taxes	(99		)	(52		)
Accounts payable and other liabilities	(103		)	6
Net cash flows from operating activities	1,107			1,026
Cash flows from investing activities:
Capital expenditures	(1,426		)	(1,183		)
Acquisitions, net of cash acquired	(59		)	—
Decrease in restricted cash and investments	12			219
Purchases of available-for-sale securities	(68		)	(84		)
Proceeds from sales of available-for-sale securities	57			59
Equity method investments	(12		)	(4		)
Other, net	41			4
Net cash flows from investing activities	(1,455		)	(989		)
Cash flows from financing activities:
Repayments of BHE senior debt	—			(250		)
Common stock purchases	(36		)	—
Proceeds from subsidiary debt	484			425
Repayments of subsidiary debt	(353		)	(50		)
Net proceeds from (repayments of) short-term debt	163			(22		)
Other, net	(19		)	(22		)
Net cash flows from financing activities	239			81
Effect of exchange rate changes	(1		)	(1		)
Net change in cash and cash equivalents	(110		)	117
Cash and cash equivalents at beginning of period	617			1,175
Cash and cash equivalents at end of period	$	507		$	1,292

The accompanying notes are an integral part of these consolidated financial statements.

7

BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) General

Berkshire Hathaway Energy Company ("BHE") is a holding company that owns subsidiaries principally engaged in energy businesses (collectively with its subsidiaries, the "Company"). BHE is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway").

The Company's operations are organized and managed as eight business segments: PacifiCorp, MidAmerican Funding, LLC ("MidAmerican Funding") (which primarily consists of MidAmerican Energy Company ("MidAmerican Energy")), NV Energy, Inc. ("NV Energy") (which primarily consists of Nevada Power Company ("Nevada Power") and Sierra Pacific Power Company ("Sierra Pacific")), Northern Powergrid Holdings Company ("Northern Powergrid") (which primarily consists of Northern Powergrid (Northeast) Limited and Northern Powergrid (Yorkshire) plc), BHE Pipeline Group (which consists of Northern Natural Gas Company ("Northern Natural Gas") and Kern River Gas Transmission Company ("Kern River")), BHE Transmission (which consists of BHE AltaLink Ltd. ("AltaLink") (which primarily consists of AltaLink, L.P. ("ALP")) and BHE U.S. Transmission, LLC), BHE Renewables, and HomeServices of America, Inc. (collectively with its subsidiaries, "HomeServices"). The Company, through these businesses, owns four utility companies in the United States serving customers in 11 states, two electricity distribution companies in Great Britain, two interstate natural gas pipeline companies in the United States, an electric transmission business in Canada, interests in electric transmission businesses in the United States, a renewable energy business primarily selling power generated from solar, wind, geothermal and hydro sources under long-term contracts, the second largest residential real estate brokerage firm in the United States and one of the largest residential real estate brokerage franchise networks in the United States.

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of March 31, 2015 and for the three-month periods endedMarch 31, 2015 and 2014. The results of operations for the three-month period endedMarch 31, 2015 are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 describes the most significant accounting policies used in the preparation of the unaudited Consolidated Financial Statements. There have been no significant changes in the Company's assumptions regarding significant accounting estimates and policies during the three-month period endedMarch 31, 2015.

(2)    New Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, which amends FASB Accounting Standards Codification ("ASC") Subtopic 835-30, "Interest - Imputation of Interest." The amendments in this guidance require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability instead of as an asset. This guidance is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. This guidance must be adopted retrospectively, wherein the balance sheet of each period presented should be adjusted to reflect the new guidance. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.

8

In May 2014, the FASB issued ASU No. 2014-09, which creates FASB ASC Topic 606, "Revenue from Contracts with Customers" and supersedes ASC Topic 605, "Revenue Recognition." The guidance replaces industry-specific guidance and establishes a single five-step model to identify and recognize revenue. The core principle of the guidance is that an entity should recognize revenue upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires the entity to disclose further quantitative and qualitative information regarding the nature and amount of revenues arising from contracts with customers, as well as other information about the significant judgments and estimates used in recognizing revenues from contracts with customers. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016. Early application is not permitted. This guidance may be adopted retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.

In January 2014, the FASB issued ASU No. 2014-05, which amends FASB ASC Topic 853, "Service Concession Arrangements" ("ASC 853"). The amendments in this guidance require an entity to not account for service concession arrangements as a lease and should also not recognize them as property, plant and equipment. This guidance is effective for interim and annual reporting periods beginning after December 15, 2014. The Company adopted this guidance effective January 1, 2015 under a modified retrospective method where the cumulative effect is recognized at the date of initial application. The adoption resulted in the establishment of a financial asset with a related recognition of interest income, the elimination of a portion of previously recognized property, plant and equipment, the elimination of recognizing guaranteed water and energy delivery fees in operating revenue and increases to retained earnings attributable to the Company of $56 million and noncontrolling interests of $11 million.

(3) Business Acquisitions

AltaLink

Transaction Description

On December 1, 2014, BHE completed its acquisition of AltaLink and AltaLink became an indirect wholly owned subsidiary of BHE. Under the terms of the Share Purchase Agreement, dated May 1, 2014, between BHE and SNC-Lavalin Group Inc. ("SNC-Lavalin"), BHE paid C$3.1 billion (US$2.7 billion) in cash to SNC-Lavalin for 100% of the equity interests of AltaLink. BHE funded the total purchase price with $1.5 billion of junior subordinated debentures issued and sold to subsidiaries of Berkshire Hathaway, $1.0 billion borrowed under its commercial paper program and cash on hand.

ALP is a regulated electric transmission business, headquartered in Calgary, Alberta. ALP owns 7,800 miles of transmission lines and 300 substations in Alberta and operates under a cost-of-service regulatory model, including a forward test year, overseen by the AUC.

Allocation of Purchase Price

The operations of ALP are subject to the rate-setting authority of the AUC and are accounted for pursuant to GAAP, including the authoritative guidance for regulated operations. The rate-setting and cost recovery provisions establish rates on a cost-of-service basis designed to allow AltaLink an opportunity to recover its costs of providing service and a return on its investment in rate base. Except for certain assets not currently in rates, the fair value of AltaLink's assets acquired and liabilities assumed subject to these rate-setting provisions are assumed to approximate their carrying values and, therefore, no fair value adjustments have been reflected related to these amounts.

The fair value of AltaLink's assets acquired and liabilities assumed not subject to the rate-setting provisions discussed above was determined using an income approach. This approach is based on significant estimates and assumptions, including Level 3 inputs, which are judgmental in nature. The estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting the risk inherent in the future cash flows and future market prices. The fair value of certain contracts, deferred tax amounts and certain contingencies, among other items, are provisional and are subject to revision for up to 12 months following the acquisition date until the related valuations are completed. These items may be adjusted through regulatory assets or liabilities, to the extent recoverable in rates, or goodwill provided additional information is obtained about the facts and circumstances that existed as of the acquisition date. Such information includes, but is not limited to, further information regarding the fair value of the contracts and the resolution of contingency related items.

AltaLink's non-regulated assets acquired and liabilities assumed consist principally of AltaLink Investments, L.P.'s and AltaLink Holdings, L.P.'s senior bonds and debentures. The fair value of these liabilities was determined based on quoted market prices.

9

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in millions):

	Fair Value
Current assets, including cash and cash equivalents of $15	$	174
Property, plant and equipment	5,610
Goodwill	1,731
Other long-term assets	128
Total assets	7,643
Current liabilities, including current portion of long-term debt of $79	866
Subsidiary debt, less current portion	3,772
Deferred income taxes	95
Other long-term liabilities	182
Total liabilities	4,915
Net assets acquired	$	2,728

Goodwill

The excess of the purchase price paid over the estimated fair values of the identifiable assets acquired and liabilities assumed totaled $1.7 billion and is reflected as goodwill in the BHE Transmission reportable segment. The goodwill reflects the value for the opportunities to invest in Alberta's electric transmission infrastructure and to develop solutions to meet the long-term energy needs of Alberta. Goodwill is not amortized, but rather is reviewed annually for impairment or more frequently if indicators of impairment exist. None of the goodwill recognized is deductible for income tax purposes, and no deferred income taxes have been recorded related to the goodwill.

Pro Forma Financial Information

The following unaudited pro forma financial information reflects the consolidated results of operations of BHE, non-recurring transaction costs incurred by both BHE and AltaLink during 2014 and the amortization of the purchase price adjustments each assuming the acquisition had taken place on January 1, 2013 (in millions):

	Three-Month Period
	Ended March 31, 2014
Operating revenue	$	4,383
Net income attributable to BHE shareholders	$	515

The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the consolidated results of operations that would have been achieved or the future consolidated results of operations of BHE. The information is provisional in nature and subject to change based on final purchase accounting adjustments.

10

(4) Property, Plant and Equipment, Net

Property, plant and equipment, net consists of the following (in millions):

		As of
	Depreciable	March 31,			December 31,
	Life	2015			2014
Regulated assets:
Utility generation, distribution and transmission system	5-80 years	$	64,477		$	64,645
Interstate pipeline assets	3-80 years	6,722			6,660
		71,199			71,305
Accumulated depreciation and amortization		(21,668		)	(21,447		)
Regulated assets, net		49,531			49,858
Nonregulated assets:
Independent power plants	5-30 years	4,537			4,362
Other assets	3-30 years	738			673
		5,275			5,035
Accumulated depreciation and amortization		(617		)	(839		)
Nonregulated assets, net		4,658			4,196
Net operating assets		54,189			54,054
Construction work-in-progress		4,798			5,194
Property, plant and equipment, net		$	58,987		$	59,248

Construction work-in-progress includes $4.4 billion and $4.3 billion as of March 31, 2015 and December 31, 2014, respectively, related to the construction of regulated assets.

11

(5) Investments and Restricted Cash and Investments

Investments and restricted cash and investments consists of the following (in millions):

	As of
	March 31,		December 31,
	2015		2014
Investments:
BYD Company Limited common stock	$	1,158	$	881
Rabbi trusts	386		386
Other	148		126
Total investments	1,692		1,393
Equity method investments:
Electric Transmission Texas, LLC	536		515
Bridger Coal Company	188		192
Agua Caliente Solar, LLC	83		81
Other	97		80
Total equity method investments	904		868
Restricted cash and investments:
Quad Cities Station nuclear decommissioning trust funds	430		424
Solar Star and Topaz Projects	47		66
Other	167		167
Total restricted cash and investments	644		657
Total investments and restricted cash and investments	$	3,240	$	2,918
Reflected as:
Current assets	$	122	$	115
Noncurrent assets	3,118		2,803
Total investments and restricted cash and investments	$	3,240	$	2,918

Investments

BHE's investment in BYD Company Limited common stock is accounted for as an available-for-sale security with changes in fair value recognized in accumulated other comprehensive income (loss) ("AOCI"). As of March 31, 2015 and December 31, 2014, the fair value of BHE's investment in BYD Company Limited common stock was $1.2 billion and $881 million, respectively, which resulted in a pre-tax unrealized gain of $926 million and $649 million as of March 31, 2015 and December 31, 2014, respectively.

12

(6) Recent Financing Transactions

Long-Term Debt

In March 2015, Solar Star Funding, LLC issued $325 million of its 3.95% Series B Senior Secured Notes. The principal of the notes amortizes beginning June 2016 with a final maturity in June 2035. The net proceeds were used to fund the repayment or reimbursement of amounts provided by BHE for the costs related to the development, construction and financing of a combined 579-megawatt solar project in California (the "Solar Star Projects").

In March 2015, AltaLink Investments, L.P. issued C$200 million of its 2.244% Series 15-1 Senior Bonds due March 2022. The net proceeds will be used to repay short-term debt, provide equity to ALP and for general corporate purposes.

In April 2015, Northern Powergrid (Yorkshire) plc issued £150 million of its 2.50% Bonds due April 2025. The net proceeds will be used for general corporate purposes.

Credit Facilities

In March 2015, Topaz Solar Farms LLC amended its $345 million letter of credit facility reducing the amount available to $326 million and extending the maturity date to March 2025. As of March 31,2015, Topaz had $316 million of letters of credit issued under this facility.

In March 2015, PacifiCorp obtained $191 million of letters of credit to support variable-rate tax-exempt bond obligations. These letters of credit expire through March 2017 and replace certain letters of credit previously issued under one of the credit facilities. Also, in March 2015, PacifiCorp arranged for the cancellation of $23 million of letters of credit previously issued under one of the credit facilities to support variable-rate tax-exempt bond obligations.

As of March 31, 2015, PacifiCorp had $428 million of fully available letters of credit issued under committed arrangements to support variable-rate tax-exempt bond obligations, of which $56 million were issued under credit facilities.

(7) Income Taxes

A reconciliation of the federal statutory income tax rate to the effective income tax rate applicable to income before income tax expense is as follows:

	Three-Month Periods
	Ended March 31,
	2015		2014
Federal statutory income tax rate	35	%	35	%
Income tax credits	(11	)	(15	)
State income tax, net of federal income tax benefit	2		1
Income tax effect of foreign income	(4	)	(3	)
Equity income	2		1
Other, net	(2	)	—
Effective income tax rate	22	%	19	%

Income tax credits relate primarily to production tax credits earned by wind-powered generating facilities owned by MidAmerican Energy, PacifiCorp, Bishop Hill Energy II LLC and Jumbo Road Holdings, LLC. Federal renewable electricity production tax credits are earned as energy from qualifying wind-powered generating facilities is produced and sold and are based on a per-kilowatt hour rate pursuant to the applicable federal income tax law. Wind-powered generating facilities are eligible for the credits for 10 years from the date the qualifying generating facilities are placed in-service.

Berkshire Hathaway includes the Company in its United States federal income tax return. For the three-month periods endedMarch 31,2015 and 2014, the Company did not receive or make any cash payments for income taxes from or to Berkshire Hathaway.

13

(8) Employee Benefit Plans

Domestic Operations

Net periodic benefit cost for the domestic pension and other postretirement benefit plans included the following components (in millions):

	Three-Month Periods
	Ended March 31,
	2015			2014
Pension:
Service cost	$	8		$	8
Interest cost	30			33
Expected return on plan assets	(42		)	(41		)
Net amortization	13			11
Net periodic benefit cost	$	9		$	11
Other postretirement:
Service cost	$	4		$	3
Interest cost	7			11
Expected return on plan assets	(12		)	(13		)
Net amortization	(3		)	(1		)
Net periodic benefit cost	$	(4	)	$	—

Employer contributions to the domestic pension and other postretirement benefit plans are expected to be $34 million and $1 million, respectively, during 2015. As of March 31, 2015, $3 million and $- million of contributions had been made to the domestic pension and other postretirement benefit plans, respectively.

Foreign Operations

Net periodic benefit cost for the United Kingdom pension plan included the following components (in millions):

	Three-Month Periods
	Ended March 31,
	2015			2014
Service cost	$	6		$	6
Interest cost	20			24
Expected return on plan assets	(29		)	(31		)
Net amortization	16			13
Net periodic benefit cost	$	13		$	12

Employer contributions to the United Kingdom pension plan are expected to be £49 million during 2015. As of March 31, 2015, £13 million, or $20 million, of contributions had been made to the United Kingdom pension plan.

14

(9) Risk Management and Hedging Activities

The Company is exposed to the impact of market fluctuations in commodity prices, interest rates and foreign currency exchange rates. The Company is principally exposed to electricity, natural gas, coal and fuel oil commodity price risk primarily through BHE's ownership of PacifiCorp, MidAmerican Energy, Nevada Power and Sierra Pacific (the "Utilities") as they have an obligation to serve retail customer load in their regulated service territories. MidAmerican Energy also provides nonregulated retail electricity and natural gas services in competitive markets, which creates contractual obligations to provide electric and natural gas services. The Utilities' load and generating facilities represent substantial underlying commodity positions. Exposures to commodity prices consist mainly of variations in the price of fuel required to generate electricity, wholesale electricity that is purchased and sold, and natural gas supply for retail customers. Commodity prices are subject to wide price swings as supply and demand are impacted by, among many other unpredictable items, weather, market liquidity, generating facility availability, customer usage, storage, and transmission and transportation constraints. Interest rate risk exists on variable-rate debt, future debt issuances and mortgage commitments. Additionally, the Company is exposed to foreign currency exchange rate risk from its business operations and investments in Great Britain and Canada. The Company does not engage in a material amount of proprietary trading activities.

Each of the Company's business platforms has established a risk management process that is designed to identify, assess, monitor, report, manage and mitigate each of the various types of risk involved in its business. To mitigate a portion of its commodity price risk, the Company uses commodity derivative contracts, which may include forwards, futures, options, swaps and other agreements, to effectively secure future supply or sell future production generally at fixed prices. The Company manages its interest rate risk by limiting its exposure to variable interest rates primarily through the issuance of fixed-rate long-term debt and by monitoring market changes in interest rates. Additionally, the Company may from time to time enter into interest rate derivative contracts, such as interest rate swaps or locks, forward sale commitments, or mortgage interest rate lock commitments, to mitigate the Company's exposure to interest rate risk. The Company does not hedge all of its commodity price, interest rate and foreign currency exchange rate risks, thereby exposing the unhedged portion to changes in market prices.

There have been no significant changes in the Company's accounting policies related to derivatives. Refer to Note 10 for additional information on derivative contracts.

The following table, which reflects master netting arrangements and excludes contracts that have been designated as normal under the normal purchases or normal sales exception afforded by GAAP, summarizes the fair value of the Company's derivative contracts, on a gross basis, and reconciles those amounts to the amounts presented on a net basis on the Consolidated Balance Sheets (in millions):

	Other					Other			Other
	Current		Other			Current			Long-term
	Assets		Assets			Liabilities			Liabilities			Total
As of March 31, 2015
Not designated as hedging contracts:
Commodity assets(1)	$	23	$	73		$	12		$	—		$	108
Commodity liabilities(1)	—		(1		)	(119		)	(173		)	(293		)
Interest rate assets	9		—			—			—			9
Interest rate liabilities	—		—			(4		)	(6		)	(10		)
Total	32		72			(111		)	(179		)	(186		)
Designated as hedging contracts:
Commodity assets	3		—			4			1			8
Commodity liabilities	—		—			(20		)	(19		)	(39		)
Interest rate assets	—		—			—			—			—
Interest rate liabilities	—		—			(4		)	(2		)	(6		)
Total	3		—			(20		)	(20		)	(37		)
Total derivatives	35		72			(131		)	(199		)	(223		)
Cash collateral receivable	—		—			42			51			93
Total derivatives - net basis	$	35	$	72		$	(89	)	$	(148	)	$	(130	)

15

	Other					Other			Other
	Current			Other		Current			Long-term
	Assets			Assets		Liabilities			Liabilities			Total
As of December 31, 2014
Not designated as hedging contracts:
Commodity assets(1)	$	47		$	66	$	21		$	1		$	135
Commodity liabilities(1)	(11		)	—		(146		)	(134		)	(291		)
Interest rate assets	4			—		—			—			4
Interest rate liabilities	—			—		(2		)	(4		)	(6		)
Total	40			66		(127		)	(137		)	(158		)
Designated as hedging contracts:
Commodity assets	1			—		5			2			8
Commodity liabilities	—			—		(27		)	(17		)	(44		)
Interest rate assets	—			1		—			—			1
Interest rate liabilities	—			—		(4		)	—			(4		)
Total	1			1		(26		)	(15		)	(39		)
Total derivatives	41			67		(153		)	(152		)	(197		)
Cash collateral receivable	—			—		56			19			75
Total derivatives - net basis	$	41		$	67	$	(97	)	$	(133	)	$	(122	)

(1) The Company's commodity derivatives not designated as hedging contracts are generally included in regulated rates, and as of March 31, 2015 and December 31, 2014, a net regulatory asset of $255 million and $223 million, respectively, was recorded related to the net derivative liability of $185 million and $156 million, respectively.

Not Designated as Hedging Contracts

The following table reconciles the beginning and ending balances of the Company's net regulatory assets and summarizes the pre-tax gains and losses on commodity derivative contracts recognized in net regulatory assets, as well as amounts reclassified to earnings (in millions):

	Three-Month Periods
	Ended March 31,
	2015			2014
Beginning balance	$	223		$	182
Changes in fair value recognized in net regulatory assets	60			4
Net gains (losses) reclassified to operating revenue	9			(30		)
Net (losses) gains reclassified to cost of sales	(37		)	3
Ending balance	$	255		$	159

16

Designated as Hedging Contracts

The Company uses commodity derivative contracts accounted for as cash flow hedges to hedge electricity and natural gas commodity prices for delivery to nonregulated customers, spring operational sales, natural gas storage and other transactions. The following table reconciles the beginning and ending balances of the Company's accumulated other comprehensive (income) loss (pre-tax) and summarizes pre-tax gains and losses on commodity derivative contracts designated and qualifying as cash flow hedges recognized in other comprehensive income ("OCI"), as well as amounts reclassified to earnings (in millions):

	Three-Month Periods
	Ended March 31,
	2015			2014
Beginning balance	$	32		$	12
Changes in fair value recognized in OCI	(8		)	(59		)
Net gains reclassified to operating revenue	1			—
Net gains reclassified to cost of sales	2			35
Ending balance	$	27		$	(12	)

Certain derivative contracts, principally interest rate locks, have settled and the fair value at the date of settlement remains in AOCI and is recognized in earnings when the forecasted transactions impact earnings. Realized gains and losses on hedges and hedge ineffectiveness are recognized in income as operating revenue, cost of sales, operating expense or interest expense depending upon the nature of the item being hedged. For the three-month periods endedMarch 31, 2015 and 2014, hedge ineffectiveness was insignificant. As of March 31, 2015, the Company had cash flow hedges with expiration dates extending through December 2019 and $14 million of pre-tax net unrealized losses are forecasted to be reclassified from AOCI into earnings over the next twelve months as contracts settle.

Derivative Contract Volumes

The following table summarizes the net notional amounts of outstanding derivative contracts with fixed price terms that comprise the mark-to-market values as of (in millions):

	Unit of	March 31,		December 31,
	Measure	2015		2014
Electricity purchases	Megawatt hours	9		6
Natural gas purchases	Decatherms	352		308
Fuel purchases	Gallons	10		2
Interest rate swaps	US$	443		443
Mortgage sale commitments, net	US$	(341	)	(264	)

Credit Risk

The Utilities are exposed to counterparty credit risk associated with wholesale energy supply and marketing activities with other utilities, energy marketing companies, financial institutions and other market participants. Additionally, MidAmerican Energy participates in the regional transmission organization ("RTO") markets and has indirect credit exposure related to other participants, although RTO credit policies are designed to limit exposure to credit losses from individual participants. Credit risk may be concentrated to the extent the Utilities' counterparties have similar economic, industry or other characteristics and due to direct or indirect relationships among the counterparties. Before entering into a transaction, the Utilities analyze the financial condition of each significant wholesale counterparty, establish limits on the amount of unsecured credit to be extended to each counterparty and evaluate the appropriateness of unsecured credit limits on an ongoing basis. To further mitigate wholesale counterparty credit risk, the Utilities enter into netting and collateral arrangements that may include margining and cross-product netting agreements and obtain third-party guarantees, letters of credit and cash deposits. If required, the Utilities exercise rights under these arrangements, including calling on the counterparty's credit support arrangement.

17

Collateral and Contingent Features

In accordance with industry practice, certain wholesale derivative contracts contain credit support provisions that in part base certain collateral requirements on credit ratings for senior unsecured debt as reported by one or more of the three recognized credit rating agencies. These derivative contracts may either specifically provide bilateral rights to demand cash or other security if credit exposures on a net basis exceed specified rating-dependent threshold levels ("credit-risk-related contingent features") or provide the right for counterparties to demand "adequate assurance," or in some cases terminate the contract, in the event of a material adverse change in creditworthiness. These rights can vary by contract and by counterparty. As of March 31, 2015, the applicable credit ratings from the three recognized credit rating agencies were investment grade.

The aggregate fair value of the Company's derivative contracts in liability positions with specific credit-risk-related contingent features totaled $264 million and $243 million as of March 31, 2015 and December 31, 2014, respectively, for which the Company had posted collateral of $64 million and $28 million, respectively, in the form of cash deposits. If all credit-risk-related contingent features for derivative contracts in liability positions had been triggered as of March 31, 2015 and December 31, 2014, the Company would have been required to post $186 million and $182 million, respectively, of additional collateral. The Company's collateral requirements could fluctuate considerably due to market price volatility, changes in credit ratings, changes in legislation or regulation, or other factors.

(10) Fair Value Measurements

The carrying value of the Company's cash, certain cash equivalents, receivables, payables, accrued liabilities and short-term borrowings approximates fair value because of the short-term maturity of these instruments. The Company has various financial assets and liabilities that are measured at fair value on the Consolidated Financial Statements using inputs from the three levels of the fair value hierarchy. A financial asset or liability classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are as follows:

• Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

• Level 2 — Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

• Level 3 — Unobservable inputs reflect the Company's judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. The Company develops these inputs based on the best information available, including its own data.

18

The following table presents the Company's assets and liabilities recognized on the Consolidated Balance Sheets and measured at fair value on a recurring basis (in millions):

	Input Levels for Fair Value Measurements
	Level 1			Level 2			Level 3			Other(1)			Total
As of March 31, 2015
Assets:
Commodity derivatives	$	—		$	28		$	88		$	(18	)	$	98
Interest rate derivatives	—			1			8			—			9
Mortgage loans held for sale	—			361			—			—			361
Money market mutual funds(2)	325			—			—			—			325
Debt securities:
United States government obligations	140			—			—			—			140
International government obligations	—			1			—			—			1
Corporate obligations	—			38			—			—			38
Municipal obligations	—			2			—			—			2
Agency, asset and mortgage-backed obligations	—			2			—			—			2
Auction rate securities	—			—			44			—			44
Equity securities:
United States companies	241			—			—			—			241
International companies	1,163			—			—			—			1,163
Investment funds	161			—			—			—			161
	$	2,030		$	433		$	140		$	(18	)	$	2,585
Liabilities:
Commodity derivatives	$	(17	)	$	(276	)	$	(39	)	$	111		$	(221	)
Interest rate derivatives	(1		)	(15		)	—			—			(16		)
	$	(18	)	$	(291	)	$	(39	)	$	111		$	(237	)

19

	Input Levels for Fair Value Measurements
	Level 1			Level 2			Level 3			Other(1)			Total
As of December 31, 2014
Assets:
Commodity derivatives	$	1		$	48		$	94		$	(40	)	$	103
Interest rate derivatives	—			5			—			—			5
Mortgage loans held for sale	—			279			—			—			279
Money market mutual funds(2)	320			—			—			—			320
Debt securities:
United States government obligations	136			—			—			—			136
International government obligations	—			1			—			—			1
Corporate obligations	—			39			—			—			39
Municipal obligations	—			2			—			—			2
Agency, asset and mortgage-backed obligations	—			2			—			—			2
Auction rate securities	—			—			45			—			45
Equity securities:
United States companies	238			—			—			—			238
International companies	886			—			—			—			886
Investment funds	137			—			—			—			137
	$	1,718		$	376		$	139		$	(40	)	$	2,193
Liabilities:
Commodity derivatives	$	(18	)	$	(274	)	$	(43	)	$	115		$	(220	)
Interest rate derivatives	—			(10		)	—			—			(10		)
	$	(18	)	$	(284	)	$	(43	)	$	115		$	(230	)

(1) Represents netting under master netting arrangements and a net cash collateral receivable of $93 million and $75 million as of March 31, 2015 and December 31, 2014, respectively.

(2) Amounts are included in cash and cash equivalents; other current assets; and noncurrent investments and restricted cash and investments on the Consolidated Balance Sheets. The fair value of these money market mutual funds approximates cost.

Derivative contracts are recorded on the Consolidated Balance Sheets as either assets or liabilities and are stated at estimated fair value unless they are designated as normal purchases or normal sales and qualify for the exception afforded by GAAP. When available, the fair value of derivative contracts is estimated using unadjusted quoted prices for identical contracts in the market in which the Company transacts. When quoted prices for identical contracts are not available, the Company uses forward price curves. Forward price curves represent the Company's estimates of the prices at which a buyer or seller could contract today for delivery or settlement at future dates. The Company bases its forward price curves upon market price quotations, when available, or internally developed and commercial models, with internal and external fundamental data inputs. Market price quotations are obtained from independent brokers, exchanges, direct communication with market participants and actual transactions executed by the Company. Market price quotations are generally readily obtainable for the applicable term of the Company's outstanding derivative contracts; therefore, the Company's forward price curves reflect observable market quotes. Market price quotations for certain electricity and natural gas trading hubs are not as readily obtainable due to the length of the contract. Given that limited market data exists for these contracts, as well as for those contracts that are not actively traded, the Company uses forward price curves derived from internal models based on perceived pricing relationships to major trading hubs that are based on unobservable inputs. The estimated fair value of these derivative contracts is a function of underlying forward commodity prices, interest rates, currency rates, related volatility, counterparty creditworthiness and duration of contracts. Refer to Note 9 for further discussion regarding the Company's risk management and hedging activities.

The Company's mortgage loans held for sale are valued based on independent quoted market prices, where available, or the prices of other mortgage whole loans with similar characteristics. As necessary, these prices are adjusted for typical securitization activities, including servicing value, portfolio composition, market conditions and liquidity.

20

The Company's investments in money market mutual funds and debt and equity securities are stated at fair value and are primarily accounted for as available-for-sale securities. When available, a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value. In the absence of a quoted market price or net asset value of an identical security, the fair value is determined using pricing models or net asset values based on observable market inputs and quoted market prices of securities with similar characteristics. The fair value of the Company's investments in auction rate securities, where there is no current liquid market, is determined using pricing models based on available observable market data and the Company's judgment about the assumptions, including liquidity and nonperformance risks, which market participants would use when pricing the asset.

The following table reconciles the beginning and ending balances of the Company's assets and liabilities measured at fair value on a recurring basis using significant Level 3 inputs (in millions):

	Three-Month Periods
	Ended March 31,
				Interest			Auction
	Commodity			Rate			Rate
	Derivatives			Derivatives			Securities
2015:
Beginning balance	$	51		$	—		$	45
Changes included in earnings	8			21			—
Changes in fair value recognized in OCI	1			—			(1		)
Changes in fair value recognized in net regulatory assets	(3		)	—			—
Settlements	(8		)	(16		)	—
Transfers from Level 2	—			3			—
Ending balance	$	49		$	8		$	44

2014:
Beginning balance	$	60		$	—	$	44
Changes included in earnings	(17		)	—		—
Changes in fair value recognized in OCI	3			—		1
Changes in fair value recognized in net regulatory assets	2			—		—
Transfers from Level 2	(35		)	—		—
Ending balance	$	13		$	—	$	45

The Company's long-term debt is carried at cost on the Consolidated Financial Statements. The fair value of the Company's long-term debt is a Level 2 fair value measurement and has been estimated based upon quoted market prices, where available, or at the present value of future cash flows discounted at rates consistent with comparable maturities with similar credit risks. The carrying value of the Company's variable-rate long-term debt approximates fair value because of the frequent repricing of these instruments at market rates. The following table presents the carrying value and estimated fair value of the Company's long-term debt (in millions):

	As of March 31, 2015				As of December 31, 2014
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term debt	$	38,351	$	44,466	$	38,649	$	43,863

21

(11) Commitments and Contingencies

Legal Matters

The Company is party to a variety of legal actions arising out of the normal course of business. Plaintiffs occasionally seek punitive or exemplary damages. The Company does not believe that such normal and routine litigation will have a material impact on its consolidated financial results. The Company is also involved in other kinds of legal actions, some of which assert or may assert claims or seek to impose fines, penalties and other costs in substantial amounts and are described below.

USA Power

In October 2005, prior to BHE's ownership of PacifiCorp, PacifiCorp was added as a defendant to a lawsuit originally filed in February 2005 in the Third District Court of Salt Lake County, Utah ("Third District Court") by USA Power, LLC, USA Power Partners, LLC and Spring Canyon Energy, LLC (collectively, the "Plaintiff"). The Plaintiff's complaint alleged that PacifiCorp misappropriated confidential proprietary information in violation of Utah's Uniform Trade Secrets Act and accused PacifiCorp of breach of contract and related claims in regard to the Plaintiff's 2002 and 2003 proposals to build a natural gas-fueled generating facility in Juab County, Utah. In October 2007, the Third District Court granted PacifiCorp's motion for summary judgment on all counts and dismissed the Plaintiff's claims in their entirety. In a May 2010 ruling on the Plaintiff's petition for reconsideration, the Utah Supreme Court reversed summary judgment and remanded the case back to the Third District Court for further consideration. In May 2012, a jury awarded damages to the Plaintiff for breach of contract and misappropriation of a trade secret in the amounts of $18 million for actual damages and $113 million for unjust enrichment. In May 2012, the Plaintiff filed a motion seeking exemplary damages. Under the Utah Uniform Trade Secrets law, the judge may award exemplary damages in an additional amount not to exceed twice the original award. The Plaintiff also filed a motion to seek recovery of attorneys' fees in an amount equal to 40% of all amounts ultimately awarded in the case. In October 2012, PacifiCorp filed post-trial motions for a judgment notwithstanding the verdict and a new trial. As a result of a hearing in December 2012, the trial judge denied PacifiCorp's post-trial motions with the exception of reducing the aggregate amount of damages to $113 million. In January 2013, the Plaintiff filed a motion for prejudgment interest. An initial judgment was entered in April 2013 in which the trial judge denied the Plaintiff's motions for exemplary damages and prejudgment interest and ruled that PacifiCorp must pay the Plaintiff's attorneys' fees based on applying a reasonable rate to hours worked. In May 2013, a final judgment was entered against PacifiCorp in the amount of $115 million, which includes the $113 million of aggregate damages previously awarded and amounts awarded for the Plaintiff's attorneys' fees. The final judgment also ordered that postjudgment interest accrue beginning as of the date of the April 2013 initial judgment. In May 2013, PacifiCorp posted a surety bond issued by a subsidiary of Berkshire Hathaway to secure its estimated obligation. PacifiCorp strongly disagrees with the jury's verdict and is vigorously pursuing all appellate measures. Both PacifiCorp and the Plaintiff filed appeals with the Utah Supreme Court. Briefing before the Utah Supreme Court is complete and oral arguments will most likely be held in 2015. As of March 31, 2015, PacifiCorp had accrued $120 million for the final judgment and postjudgment interest, and believes the likelihood of any additional material loss is remote; however, any additional awards against PacifiCorp could also have a material effect on the consolidated financial results. Any payment of damages will be at the end of the appeals process, which could take as long as several years.

Commitments

The Solar Star Projects, which are a combined 579-MW solar project in California, are in construction and are expected to be placed in-service by June 30, 2015. BHE has committed to provide Solar Star Funding, LLC and its subsidiaries with equity to fund the costs of the Solar Star Projects in an amount up to $2.75 billion, less, among other things, the gross proceeds of long-term debt issuances, project revenue prior to completion and the total equity contributions made by BHE or its subsidiaries. As of March 31, 2015, the remaining equity commitment for the Solar Star Projects is $528 million. If BHE does not maintain a minimum credit rating from two of the following three ratings agencies of at least BBB- from Standard & Poor's Ratings Services or Fitch Ratings or Baa3 from Moody's Investors Service, BHE's obligation under the equity commitment agreement would be supported by cash collateral or a letter of credit issued by a financial institution that meets certain minimum criteria specified in the financing document. Upon reaching the project completion date of the Solar Star Projects, BHE will have no further obligation to make any equity contributions and any unused equity contribution obligation will be canceled under the equity commitment agreement.

In March 2015, the equity commitment for the Topaz Project was canceled as the project reached the project completion date.

22

Environmental Laws and Regulations

The Company is subject to federal, state, local and foreign laws and regulations regarding air and water quality, renewable portfolio standards, emissions performance standards, climate change, coal combustion byproduct disposal, hazardous and solid waste disposal, protected species and other environmental matters that have the potential to impact the Company's current and future operations. The Company believes it is in material compliance with all applicable laws and regulations.

Guarantees

The Company has entered into guarantees as part of the normal course of business and the sale of certain assets. These guarantees are not expected to have a material impact on the Company's consolidated financial results.

(12) Components of Other Comprehensive Income (Loss), Net

The following table shows the change in AOCI attributable to BHE shareholders by each component of OCI, net of applicable income taxes (in millions):

							Unrealized
	Unrecognized			Foreign			Gains on		Unrealized		AOCI
	Amounts on			Currency			Available-		Gains on		Attributable
	Retirement			Translation			For-Sale		Cash Flow		To BHE
	Benefits			Adjustment			Securities		Hedges		Shareholders, Net
Balance, December 31, 2013	$	(559	)	$	(98	)	$	524	$	36	$	(97	)
Other comprehensive income	7			29			173		13		222
Balance, March 31, 2014	$	(552	)	$	(69	)	$	697	$	49	$	125
Balance, December 31, 2014	$	(490	)	$	(412	)	$	390	$	18	$	(494	)
Other comprehensive income (loss)	22			(424		)	166		1		(235		)
Balance, March 31, 2015	$	(468	)	$	(836	)	$	556	$	19	$	(729	)

Reclassifications from AOCI to net income for the periods ended March 31, 2015 and 2014 were insignificant. For information regarding cash flow hedge reclassifications from AOCI to net income in their entirety, refer to Note 9. Additionally, refer to the "Foreign Operations" discussion in Note 8 for information about unrecognized amounts on retirement benefits reclassifications from AOCI that do not impact net income in their entirety.

23

(13) Segment Information

The Company's reportable segments with foreign operations include Northern Powergrid, whose business is principally in the United Kingdom, BHE Transmission, whose business includes operations in Canada, and BHE Renewables, whose business includes operations in the Philippines. Intersegment eliminations and adjustments, including the allocation of goodwill, have been made. Information related to the Company's reportable segments is shown below (in millions):

	Three-Month Periods
	Ended March 31,
	2015			2014
Operating revenue:
PacifiCorp	$	1,250		$	1,288
MidAmerican Funding	951			1,230
NV Energy	706			638
Northern Powergrid	324			317
BHE Pipeline Group	332			386
BHE Transmission	125			—
BHE Renewables	124			69
HomeServices	448			358
BHE and Other(1)	(39		)	(37		)
Total operating revenue	$	4,221		$	4,249
Depreciation and amortization:
PacifiCorp	$	194		$	183
MidAmerican Funding	100			84
NV Energy	101			92
Northern Powergrid	48			48
BHE Pipeline Group	50			48
BHE Transmission	38			—
BHE Renewables	49			21
HomeServices	6			7
BHE and Other(1)	1			(1		)
Total depreciation and amortization	$	587		$	482
Operating income:
PacifiCorp	$	273		$	292
MidAmerican Funding	107			153
NV Energy	121			107
Northern Powergrid	193			181
BHE Pipeline Group	200			230
BHE Transmission	46			(2		)
BHE Renewables	6			29
HomeServices	(2		)	(12		)
BHE and Other(1)	(14		)	(28		)
Total operating income	930			950
Interest expense	(472		)	(418		)
Capitalized interest	29			29
Allowance for equity funds	31			27
Interest and dividend income	26			9
Other, net	26			7
Total income before income tax expense and equity income	$	570		$	604

24

	Three-Month Periods
	Ended March 31,
	2015		2014
Interest expense:
PacifiCorp	$	95	$	96
MidAmerican Funding	50		46
NV Energy	63		70
Northern Powergrid	35		38
BHE Pipeline Group	18		19
BHE Transmission	36		—
BHE Renewables	46		41
HomeServices	1		1
BHE and Other(1)	128		107
Total interest expense	$	472	$	418

	As of
	March 31,		December 31,
	2015		2014
Total assets:
PacifiCorp	$	23,368	$	23,466
MidAmerican Funding	15,360		15,368
NV Energy	14,240		14,454
Northern Powergrid	6,939		7,076
BHE Pipeline Group	5,000		4,968
BHE Transmission	7,716		7,992
BHE Renewables	6,451		6,123
HomeServices	1,800		1,629
BHE and Other(1)	1,399		1,228
Total assets	$	82,273	$	82,304

	Three-Month Periods
	Ended March 31,
	2015		2014
Operating revenue by country:
United States	$	3,769	$	3,905
United Kingdom	324		315
Canada	127		4
Philippines and other	1		25
Total operating revenue by country	$	4,221	$	4,249

25

	Three-Month Periods
	Ended March 31,
	2015		2014
Income (loss) before income tax expense and equity income by country:
United States	$	358	$	447
United Kingdom	164		143
Canada	35		(1		)
Philippines and other	13		15
Total income (loss) before income tax expense and equity income by country	$	570	$	604

(1) The differences between the reportable segment amounts and the consolidated amounts, described as BHE and Other, relate to other corporate entities, corporate functions and intersegment eliminations.

The following table shows the change in the carrying amount of goodwill by reportable segment for the three-month period endedMarch 31, 2015 (in millions):

										BHE
			MidAmerican		NV		Northern			Pipeline			BHE			BHE		Home-
	PacifiCorp		Funding		Energy		Powergrid			Group			Transmission			Renewables		Services		Other		Total
December 31, 2014	$	1,129	$	2,102	$	2,369	$	1,100		$	127		$	1,657		$	95	$	761	$	3	$	9,343
Acquisitions	—		—		—		—			—			31			—		—		—		31
Foreign currency translation	—		—		—		(40		)	—			(142		)	—		—		—		(182		)
Other	—		—		—		—			(6		)	—			—		—		—		(6		)
March 31, 2015	$	1,129	$	2,102	$	2,369	$	1,060		$	121		$	1,546		$	95	$	761	$	3	$	9,186

26

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is management's discussion and analysis of certain significant factors that have affected the consolidated financial condition and results of operations of the Company during the periods included herein. Explanations include management's best estimate of the impact of weather, customer growth and other factors. This discussion should be read in conjunction with the Company's historical unaudited Consolidated Financial Statements and Notes to Consolidated Financial Statements in Item 1 of this Form 10-Q. The Company's actual results in the future could differ significantly from the historical results.

The Company's operations are organized and managed as eight business segments: PacifiCorp, MidAmerican Funding (which primarily consists of MidAmerican Energy), NV Energy (which primarily consists of Nevada Power and Sierra Pacific), Northern Powergrid (which primarily consists of Northern Powergrid (Northeast) Limited and Northern Powergrid (Yorkshire) plc), BHE Pipeline Group (which consists of Northern Natural Gas and Kern River), BHE Transmission (which consists of AltaLink and BHE U.S. Transmission), BHE Renewables, and HomeServices. The Company, through these businesses, owns four utility companies in the United States serving customers in 11 states, two electricity distribution companies in Great Britain, two interstate natural gas pipeline companies in the United States, an electric transmission business in Canada, interests in electric transmission businesses in the United States, a renewable energy business primarily selling power generated from solar, wind, hydro and geothermal sources under long-term contracts, the second largest residential real estate brokerage firm in the United States and one of the largest residential real estate brokerage franchise networks in the United States. The reportable segment financial information includes all necessary adjustments and eliminations needed to conform to the Company's significant accounting policies. The differences between the reportable segment amounts and the consolidated amounts, described as BHE and Other, relate principally to other corporate entities, corporate functions and intersegment eliminations.

Results of Operations for the First Quarter of 2015 and 2014

Overview

Net income for the Company's reportable segments is summarized as follows (in millions):

	First Quarter
	2015			2014			Change
Net income attributable to BHE shareholders:
PacifiCorp	$	134		$	156		$	(22	)	(14	)%
MidAmerican Funding	99			155			(56		)	(36	)
NV Energy	44			27			17			63
Northern Powergrid	127			112			15			13
BHE Pipeline Group	112			130			(18		)	(14	)
BHE Transmission	43			9			34			*
BHE Renewables	—			1			(1		)	(100	)
HomeServices	(2		)	(8		)	6			75
BHE and Other	(88		)	(79		)	(9		)	(11	)
Total net income attributable to BHE shareholders	$	469		$	503		$	(34	)	(7	)

*    Not meaningful

Net income attributable to BHE shareholders decreased $34 million for the first quarter of 2015 compared to 2014 due to the following:

• PacifiCorp's net income decreased due to lower margins of $10 million, higher depreciation and amortization of $11 million and lower AFUDC of $8 million. Margins decreased primarily due to lower retail customer load from mild weather and lower wholesale electricity revenue, partially offset by lower natural gas generation, higher retail rates and lower purchased electricity.

• MidAmerican Funding's net income decreased due to lower margins of $22 million primarily from colder than normal winter temperatures in 2014 and changes in the retail rates and structure, higher depreciation and amortization of $16 million due to additional plant in-service, lower AFUDC of $6 million and lower recognized production tax credits of $27 million, partially offset by a $13 million gain on the sale of a generating facility lease.

27

• NV Energy's net income increased due to higher margins of $24 million, primarily regulated electric, and lower interest expense of $7 million, partially offset by higher depreciation and amortization of $9 million.

• Northern Powergrid's net income increased due to higher tariff rates of $38 million, partially offset by a stronger United States dollar of $12 million.

• BHE Pipeline Group's net income decreased due to lower net margins on natural gas sales of $15 million related to system and customer balancing activities and lower transportation revenue of $8 million from the colder than normal weather conditions and volatile natural gas prices in 2014 at Northern Natural Gas, and higher operating expense of $5 million.

• BHE Transmission's net income increased due to the acquisition of AltaLink on December 1, 2014 totaling $29 million and higher equity earnings at Electric Transmission Texas, LLC due to continued investment and additional plant placed in-service.

• BHE Renewables' net income decreased as a favorable change in the valuation of the power purchase agreement derivative at Bishop Hill II of $17 million was offset by lower earnings due to the acquisition of the remaining 50% interest in CE Generation in June 2014 of $9 million, lower wind production and higher project acquisition costs.

• HomeServices' net loss improved due to higher earnings at existing businesses, from an increase in closed brokerage units and average home sales prices, and positive net results at newly acquired businesses.

• BHE and Other net loss increased due to higher interest expense from debt issuances in the fourth quarter of 2014, partially offset by lower other operating expenses.

Reportable Segment Results

Operating revenue and operating income for the Company's reportable segments are summarized as follows (in millions):

	First Quarter
	2015			2014			Change
Operating revenue:
PacifiCorp	$	1,250		$	1,288		$	(38	)	(3	)%
MidAmerican Funding	951			1,230			(279		)	(23	)
NV Energy	706			638			68			11
Northern Powergrid	324			317			7			2
BHE Pipeline Group	332			386			(54		)	(14	)
BHE Transmission	125			—			125			*
BHE Renewables	124			69			55			80
HomeServices	448			358			90			25
BHE and Other	(39		)	(37		)	(2		)	(5	)
Total operating revenue	$	4,221		$	4,249		$	(28	)	(1	)

Operating income:
PacifiCorp	$	273		$	292		$	(19	)	(7	)%
MidAmerican Funding	107			153			(46		)	(30	)
NV Energy	121			107			14			13
Northern Powergrid	193			181			12			7
BHE Pipeline Group	200			230			(30		)	(13	)
BHE Transmission	46			(2		)	48			*
BHE Renewables	6			29			(23		)	(79	)
HomeServices	(2		)	(12		)	10			83
BHE and Other	(14		)	(28		)	14			50
Total operating income	$	930		$	950		$	(20	)	(2	)

*    Not meaningful

28

PacifiCorp

Operating revenue decreased $38 million for 2015 compared to 2014 due to lower retail revenue of $20 million and lower wholesale and other revenue of $18 million. The decrease in retail revenue was due to lower retail customer loads of $44 million, partially offset by higher retail rates of $24 million. Customer load decreased 3.4% mostly due to the impacts of mild weather on residential and commercial customers primarily in Oregon and Washington as well as lower residential and commercial customer usage, partially offset by an increase in the average number of residential customers. Wholesale and other revenue decreased due to lower wholesale volumes of $19 million and lower renewable energy credit revenue of $5 million, partially offset by higher wholesale prices of $7 million.

Operating income decreased $19 million for 2015 compared to 2014 due to lower margins of $10 million and higher depreciation and amortization of $11 million due to higher plant in-service including the Lake Side 2 natural gas-fueled generating facility. Margins decreased due to the lower operating revenue, partially offset by lower energy costs of $28 million. Energy costs decreased due to a lower average cost of purchased electricity and lower natural gas generation, partially offset by higher purchased electricity volumes, lower net deferrals of incurred net power costs and lower wind-powered and hydroelectric generation.

MidAmerican Funding

Operating revenue decreased $279 million for 2015 compared to 2014 due to lower regulated natural gas operating revenue of $216 million, lower nonregulated and other operating revenue of $39 million and lower regulated electric operating revenue of $24 million. Regulated natural gas operating revenue decreased due to a lower average per-unit cost of gas sold of $194 million, which is offset in cost of sales, and 14.1% lower retail sales volumes from colder than normal winter temperatures in 2014, partially offset by higher wholesale volumes. Nonregulated and other operating revenue decreased due to lower natural gas prices and volumes, partially offset by higher electricity volumes.

Regulated electric operating revenue decreased due to lower wholesale and other revenue of $20 million and lower retail revenue of $4 million. Electric wholesale revenue decreased due to lower average prices of $21 million on relatively unchanged volumes. Retail revenue was $4 million lower due to $17 million from lower electric rates in Iowa and $9 million from colder than normal winter temperatures in 2014, partially offset by $15 million from higher recoveries through adjustment clauses, which is substantially offset in operating expense, and $7 million from non-weather-related customer load factors, including strong industrial growth. The decrease in Iowa electric rates reflects changes in rate structure related to seasonal pricing that were effective with the implementation of final base rates in August 2014 and result in a greater differential between higher rates from June to September and lower rates in the remaining months, partially offset by higher retail rates. Electric retail customer load increased 0.8% compared to 2014 as a result of strong industrial growth, partially offset by colder than normal winter temperatures in 2014.

Operating income decreased $46 million for 2015 compared to 2014. Regulated electric operating income decreased $30 million primarily due to colder than normal winter temperatures in 2014, changes in the retail rate structure related to seasonal pricing and higher depreciation and amortization of $15 million due to additional plant in-service, partially offset by higher retail rates. Regulated natural gas operating income decreased $11 million due to lower retail sales volumes primarily as a result of colder than normal winter temperatures in 2014. Nonregulated and other operating income decreased $5 million mainly due to lower average margins per unit sold.

NV Energy

Operating revenue increased $68 million for 2015 compared to 2014 due to higher regulated electric operating revenue of $62 million and higher regulated natural gas operating revenue of $6 million. Regulated electric operating revenue increased due to higher retail revenue of $58 million and higher wholesale and other revenue of $4 million. Retail revenue was higher due to $30 million from higher retail rates as a result of deferred energy adjustment mechanisms and the 2014 Nevada Power general rate case effective in January 2015, $12 million from higher usage primarily due to the impacts of weather, $9 million from customer growth and $7 million of higher energy efficiency rate revenue. Electric retail customer load increased 4.1% compared to 2014. Regulated natural gas increased due to a rate change of $7 million, partially offset by lower customer usage from milder weather in 2015.

Operating income increased $14 million for 2015 compared to 2014 due to higher regulated electric margins of $22 million, partially offset by higher depreciation and amortization of $9 million due to higher regulatory amortizations and additional plant in-service with the acquisition of generating stations in December 2014. Regulated electric margins increased due to the higher regulated electric operating revenue, partially offset by higher energy costs of $40 million. Energy costs increased due to higher net deferred power costs of $86 million, partially offset by lower fuel costs of $52 million resulting from a lower average cost of natural gas.

29

Northern Powergrid

Operating revenue increased $7 million for 2015 compared to 2014 due to higher distribution revenue of $39 million, partially offset by the stronger United States dollar of $30 million. Distribution revenue increased due to higher tariff rates of $38 million and the impact of a 0.5% increase in distributed units, partially offset by favorable movements in regulatory provisions in 2014 of $3 million.

Operating income increased $12 million for 2015 compared to 2014 due to the higher distribution revenue, partially offset by higher distribution related costs of $3 million, the write-off of hydrocarbon exploration costs of $3 million and a stronger United States dollar of $18 million.

BHE Pipeline Group

Operating revenue decreased $54 million for 2015 compared to 2014 due to lower operating revenue at Northern Natural Gas on lower gas sales of $47 million related to system and customer balancing activities and lower transportation revenue from the colder than normal weather conditions and volatile natural gas prices in 2014. Operating income decreased $30 million for 2015 compared to 2014 due to lower net margins on gas sales related to system and customer balancing activities, the lower transportation revenue and higher operating expense.

BHE Transmission

AltaLink was acquired on December 1, 2014, and its results are included in the consolidated results beginning as of that date. Operating revenue and operating income for 2015 from AltaLink was $125 million and $47 million, respectively.

BHE Renewables

Operating revenue increased $55 million for 2015 compared to 2014 due to an increase from the Topaz and Solar Star Projects of $34 million as additional solar capacity was placed in-service, an increase from the acquisition of the remaining 50% interest in CE Generation in June 2014 of $32 million and a favorable change in the valuation of the power purchase agreement derivative at Bishop Hill II of $17 million, partially offset by a $21 million decrease at CalEnergy Philippines and lower wind generation at the Pinyon Pines Projects totaling $7 million. CalEnergy Philippines decreased due to the adoption of Financial Accounting Standards Board Accounting Standards Codification Topic 853, "Service Concession Arrangements" ("ASC 853") on January 1, 2015, which resulted in the elimination of recognizing the guaranteed water and energy delivery fees in operating revenue and the establishment of a financial asset with a related recognition of interest income.

Operating income decreased $23 million for 2015 compared to 2014 as the higher operating revenue was more than offset by higher operating costs and expenses of $60 million from the CE Generation acquisition, $18 million from additional solar capacity placed in-service and higher project acquisition costs of $5 million, partially offset by lower depreciation and amortization of $6 million at CalEnergy Philippines due to the adoption of ASC 853, which eliminated a portion of recognized property, plant and equipment.

HomeServices

Operating revenue increased $90 million for 2015 compared to 2014 due to a 12.9% increase in closed brokerage units and a 10.6% increase in average home sales prices. The increase in operating revenue was due to acquired brokerage and mortgage businesses totaling $50 million and an increase in existing businesses totaling $40 million. The increase in existing businesses reflects a 9.2% increase in closed brokerage units and a 3.2% increase in average home sales prices. Operating income increased $10 million for 2015 compared to 2014 due to higher earnings at existing businesses of $7 million primarily from brokerage businesses and higher earnings at acquired businesses of $3 million.

BHE and Other

Operating loss decreased $14 million for 2015 compared to 2014 due to lower other operating expenses.

30

Consolidated Other Income and Expense Items

Interest Expense

Interest expense is summarized as follows (in millions):

	First Quarter
	2015		2014		Change
Subsidiary debt	$	341	$	310	$	31	10	%
BHE senior debt and other	103		89		14		16
BHE junior subordinated debentures	28		19		9		47
Total interest expense	$	472	$	418	$	54	13

Interest expense on subsidiary debt increased $31 million for 2015 compared to 2014 due to $36 million from the acquisition of AltaLink in December 2014 and $4 million from the acquisition of the remaining 50% interest in CE Generation in June 2014. Additionally, debt issuances at MidAmerican Funding ($850 million in April 2014), BHE Renewables ($325 million in March 2015) and AltaLink Investments, L.P. (C$200 million in March 2015) increased interest expense, partially offset by scheduled maturities and principal payments and the impact of the foreign currency exchange rate of $3 million.

Interest expense on BHE senior debt increased $14 million for 2015 compared to 2014 due to the issuance of $1.5 billion of BHE senior debt in December 2014.

Interest expense on BHE junior subordinated debentures increased for 2015 compared to 2014 due to the issuance of $1.5 billion of junior subordinated debentures to certain Berkshire Hathaway subsidiaries in the fourth quarter of 2014, partially offset by the repayment of $300 million of junior subordinated debentures in June 2014.

Capitalized Interest

Capitalized interest was flat for 2015 compared to 2014 as higher construction work-in-progress balances related to the AltaLink acquisition and the Jumbo Road Project were offset by lower work-in-progress balances related to the Topaz and Solar Star Projects and at PacifiCorp as Lake Side 2 was placed in-service in the second quarter of 2014.

Allowance for Equity Funds

Allowance for equity funds increased $4 million for 2015 compared to 2014 primarily related to the AltaLink acquisition, partially offset by lower construction work-in-progress balances at MidAmerican Energy and PacifiCorp.

Interest and Dividend Income

Interest and dividend income increased $17 million for 2015 compared to 2014 primarily due to the recognition of interest income on the financial asset established as a result of the adoption of ASC 853 at CalEnergy Philippines.

Other, net

Other, net increased $19 million for 2015 compared to 2014 due to a gain at MidAmerican Funding on sale of a generating facility lease in 2015.

Income Tax Expense

Income tax expense increased $11 million for 2015 compared to 2014 and the effective tax rates were 22% for 2015 and 19% for 2014. The effective tax rate increased due to lower production tax credits recognized of $30 million in 2015.

31

Production tax credits are recognized in earnings for interim periods based on the application of an estimated annual effective tax rate to pretax earnings. Federal renewable electricity production tax credits are earned as energy from qualifying wind-powered generating facilities is produced and sold and are based on a per-kilowatt hour rate pursuant to the applicable federal income tax law. Wind-powered generating facilities are eligible for the credits for 10 years from the date the qualifying generating facilities were placed in-service. Production tax credits recognized in 2015 were $57 million, or $30 million lower than 2014 primarily at MidAmerican Energy, while production tax credits earned in 2015 were $77 million, or relatively flat compared to 2014. The difference between production tax credits recognized and earned of $20 million as of March 31, 2015 will be recorded in earnings over the remainder of 2015.

Equity Income

Equity income is summarized as follows (in millions):

	First Quarter
	2015		2014			Change
Electric Transmission Texas, LLC	$	21	$	16		$	5		31	%
Agua Caliente	2		3			(1		)	(33	)
HomeServices	1		(1		)	2			*
CE Generation	—		(4		)	4			(100	)
Other	2		1			1			100
Total equity income	$	26	$	15		$	11		73

*    Not meaningful

Equity income increased $11 million for 2015 compared to 2014 due to higher equity earnings at Electric Transmission Texas, LLC from continued investment and additional plant placed in-service and the acquisition of the remaining 50% interest in CE Generation in June 2014, which incurred a loss in 2014.

Liquidity and Capital Resources

Each of BHE's direct and indirect subsidiaries is organized as a legal entity separate and apart from BHE and its other subsidiaries. It should not be assumed that the assets of any subsidiary will be available to satisfy BHE's obligations or the obligations of its other subsidiaries. However, unrestricted cash or other assets that are available for distribution may, subject to applicable law, regulatory commitments and the terms of financing and ring-fencing arrangements for such parties, be advanced, loaned, paid as dividends or otherwise distributed or contributed to BHE or affiliates thereof. Refer to Note 17 of Notes to Consolidated Financial Statements in Item 8 of the Company's Annual Report on Form 10-K for the year ended December 31, 2014 for further discussion regarding the limitation of distributions from BHE's subsidiaries.

The Company's long-term debt may include provisions that allow BHE or its subsidiaries to redeem such debt in whole or in part at any time. These provisions generally include make-whole premiums.

32

As of March 31, 2015, the Company's total net liquidity was $5.2 billion as follows (in millions):

							MidAmerican			NV			Northern
	BHE			PacifiCorp			Funding			Energy			Powergrid			AltaLink			Other			Total
Cash and cash equivalents	$	74		$	12		$	1		$	94		$	4		$	25		$	297		$	507
Credit facilities(1)	2,000			1,200			609			650			275			1,025			915			6,674
Less:
Short-term debt	(196		)	(210		)	(65		)	(30		)	(217		)	(248		)	(615		)	(1,581		)
Tax-exempt bond support and letters of credit	(25		)	(206		)	(195		)	—			—			(4		)	—			(430		)
Net credit facilities	1,779			784			349			620			58			773			300			4,663
Total net liquidity	$	1,853		$	796		$	350		$	714		$	62		$	798		$	597		$	5,170
Credit facilities:
Maturity dates	2017			2017, 2018			2015, 2018			2018			2017			2016, 2019			2015, 2016, 2018
Largest single bank commitment as a % of total credit facilities	6		%	7		%	7		%	12		%	46		%	28		%	25		%	8		%

(1) Includes the drawn uncommitted credit facilities totaling $53 million at Northern Powergrid.

Operating Activities

Net cash flows from operating activities for the three-month periods endedMarch 31, 2015 and 2014 were $1.1 billion and $1.0 billion, respectively. Improved operating results, including AltaLink, were partially offset by higher interest payments and other changes in working capital.

In December 2014, the Tax Increase Prevention Act of 2014 (the "Act") was signed into law, extending the 50% bonus depreciation for qualifying property purchased and placed in-service before January 1, 2015 and before January 1, 2016 for certain longer-lived assets. Production tax credits were extended for wind power and other forms of non-solar renewable energy projects that begin construction before the end of 2014. As a result of the Act, the Company's cash flows from operations are expected to benefit in 2015 due to bonus depreciation on qualifying assets placed in-service and for production tax credits earned on qualifying projects. The timing of the Company's income tax cash flows from period to period can be significantly affected by the estimated federal income tax payment methods and assumptions for each payment date. As of March 31, 2015, the Company had a current federal income tax receivable of $1.2 billion.

Investing Activities

Net cash flows from investing activities for the three-month periods endedMarch 31, 2015 and 2014 were $(1.5) billion and $(989) million, respectively. The change was primarily due higher capital expenditures, including AltaLink, and changes in restricted cash and investments primarily used to fund capital expenditures at the Solar Star Projects in 2014.

Financing Activities

Net cash flows from financing activities for the three-month period endedMarch 31, 2015 was $239 million. Sources of cash totaled $647 million related to proceeds from subsidiary debt issuances of $484 million and net proceeds from short-term debt of $163 million. Uses of cash totaled $408 million and consisted mainly of repayments of subsidiary debt totaling $353 million and repurchases of common stock totaling $36 million.

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In March 2015, Solar Star Funding, LLC issued $325 million of its 3.95% Series B Senior Secured Notes. The principal of the notes amortizes beginning June 2016 with a final maturity in June 2035. The net proceeds were used to fund the repayment or reimbursement of amounts provided by BHE for the costs related to the development, construction and financing of a combined 579-megawatt solar project in California (the "Solar Star Projects").

In March 2015, AltaLink Investments, L.P. issued C$200 million of its 2.244% Series 15-1 Senior Bonds due March 2022. The net proceeds will be used to repay short-term debt, provide equity to ALP and for general corporate purposes.

In April 2015, Northern Powergrid (Yorkshire) plc issued £150 million of its 2.50% Bonds due April 2025. The net proceeds will be used for general corporate purposes.

Net cash flows from financing activities for the three-month period endedMarch 31, 2014 was $81 million. Sources of cash totaled $425 million related to proceeds from a PacifiCorp debt issuance. Uses of cash totaled $344 million and consisted mainly of repayments of BHE senior debt totaling $250 million, repayments of subsidiary debt totaling $50 million and net repayments of short-term debt totaling $22 million.

Future Uses of Cash

The Company has available a variety of sources of liquidity and capital resources, both internal and external, including net cash flows from operating activities, public and private debt offerings, the issuance of commercial paper, the use of unsecured revolving credit facilities, the issuance of equity and other sources. These sources are expected to provide funds required for current operations, capital expenditures, acquisitions, investments, debt retirements and other capital requirements. The availability and terms under which each subsidiary has access to external financing depends on a variety of factors, including its credit ratings, investors' judgment of risk and conditions in the overall capital markets, including the condition of the utility industry and project finance markets, among other items.

Capital Expenditures

The Company has significant future capital requirements. Capital expenditure needs are reviewed regularly by management and may change significantly as a result of these reviews, which may consider, among other factors, changes in environmental and other rules and regulations; impacts to customers' rates; outcomes of regulatory proceedings; changes in income tax laws; general business conditions; load projections; system reliability standards; the cost and efficiency of construction labor, equipment and materials; commodity prices; and the cost and availability of capital. Prudently incurred expenditures for compliance-related items, such as pollution-control technologies, replacement generation, nuclear decommissioning, hydroelectric relicensing, hydroelectric decommissioning and associated operating costs are generally incorporated into BHE's energy subsidiaries' regulated retail rates. Expenditures for certain assets may ultimately include acquisitions of existing assets.

The Company's historical and forecast capital expenditures, each of which exclude amounts for non-cash equity AFUDC and other non-cash items, by reportable segment are as follows (in millions):

	Three-Month Periods				Annual
	Ended March 31,				Forecast
	2014		2015		2015
Capital expenditures by business:
PacifiCorp	$	270	$	208	$	964
MidAmerican Funding	179		244		1,459
NV Energy	102		115		557
Northern Powergrid	161		162		774
BHE Pipeline Group	32		46		174
BHE Transmission	—		265		1,134
BHE Renewables	434		382		989
HomeServices	4		3		21
BHE and Other	1		1		17
Total	$	1,183	$	1,426	$	6,089

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	Three-Month Periods				Annual
	Ended March 31,				Forecast
	2014		2015		2015
Capital expenditures by type:
Solar generation	$	434	$	332	$	801
Wind generation	10		84		988
Electric transmission	85		341		1,234
Environmental	69		33		167
Natural gas generation	19		—		8
Interstate pipeline transportation	6		13		65
Electric distribution and other	560		623		2,826
Total	$	1,183	$	1,426	$	6,089

The Company's historical and forecast capital expenditures consisted mainly of the following:

• Solar generation includes the following:

◦ Construction of the Topaz Project totaling $43 million and $134 million for the three-month periods endedMarch 31, 2015 and 2014, respectively. Final completion under the engineering, procurement and construction agreement occurred February 28, 2015, and project completion was achieved under the financing documents on March 30, 2015.

◦ Construction of the Solar Star Projects totaling $283 million and $300 million for the three-month periods endedMarch 31, 2015 and 2014, respectively. Subsidiaries of Solar Star Funding anticipate costs for the Solar Star Projects will total an additional $429 million for 2015. The projects are expected to cost up to $2.75 billion, including all interest costs during construction and the initial costs to acquire the projects. The projects will be comprised of 13 blocks of solar panels with a net facility capacity of 579 MW. As of March 31, 2015, 579 MW of the Solar Star Projects were operating and delivering energy under the power purchase agreements, including 495 MW placed in-service under the construction contract. The projects expect to place an additional 84 MW in-service by June 30, 2015. As of March 31, 2015, the projects were approximately 99% constructed compared to the engineering, procurement and construction schedule of 89%, including all 1.72 million solar panels installed. The projects are being constructed pursuant to fixed-price, date certain, turn-key engineering, procurement and construction contracts with a subsidiary of SunPower Corporation.

•Wind generation includes the following:

◦ Construction of wind-powered generating facilities at MidAmerican Energy totaling $45 million and $10 million for the three-month periods endedMarch 31, 2015 and 2014, respectively. MidAmerican Energy anticipates costs for wind-powered generating facilities will total an additional $754 million for 2015. MidAmerican Energy is constructing an additional 657 MW (nominal ratings) of wind-powered generating facilities expected to be placed in-service in 2015, including 162 MW (nominal ratings) approved by the IUB in February 2015.

◦ Construction of the Jumbo Road Project totaling $39 million for the three-month period endedMarch 31, 2015. Jumbo Road anticipates costs for the Jumbo Road Project will total an additional $33 million for 2015. The project is comprised of 162 General Electric Company 1.85 MW wind turbines with a total capacity of 300 MW and achieved commercial operation in April 2015.

◦ On February 27, 2015, the Company acquired Grande Prairie Wind, LLC ("Grande Prairie"), which owns certain assets that will facilitate the development of up to 400 MW of wind-powered generating facilities in Nebraska ("Grande Prairie Project"). Grande Prairie anticipates costs for the Grande Prairie Project will total $115 million for 2015.

• Electric transmission includes investments for ALP's directly assigned projects from the AESO, PacifiCorp's costs primarily associated with the Energy Gateway Transmission Expansion Program and MidAmerican Energy's MVPs approved by the MISO for the construction of 245 miles of 345 kV transmission line located in Iowa and Illinois.

• Environmental includes the installation of new or the replacement of existing emissions control equipment at certain generating facilities at the Utilities, including installation or upgrade of selective catalytic reduction control systems and low nitrogen oxide burners to reduce nitrogen oxides, particulate matter control systems, sulfur dioxide emissions control systems and mercury emissions control systems, as well as expenditures for the management of coal combustion residuals.

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• Electric distribution and other includes ongoing distribution systems infrastructure needed at the Utilities and Northern Powergrid and investments in routine expenditures for transmission, generation and other infrastructure needed to serve existing and expected demand.

MidAmerican Energy Wind

In April 2015, MidAmerican Energy filed with the IUB an application for ratemaking principles related to the construction of up to 552 MW (nominal ratings) of additional wind-powered generating facilities expected to be placed in-service by the end of 2016. The filing, which is subject to IUB approval, establishes a cost cap of $903 million, including AFUDC, and provides for a fixed rate of return on equity of 11.5% over the proposed 30-year useful lives of those facilities in any future Iowa rate proceeding. The cost cap ensures that as long as total costs are below the cap, the investment will be deemed prudent in any future Iowa rate proceeding. MidAmerican Energy has requested IUB approval by the end of the third quarter of 2015.

PacifiCorp and the California ISO Memorandum of Understanding

In April 2015, PacifiCorp and the California Independent System Operator Corporation ("California ISO") entered into a non-binding memorandum of understanding to explore the feasibility, costs and benefits of PacifiCorp joining the California ISO as a participating transmission owner. A comprehensive benefits study is underway and is expected to be completed this summer. Should PacifiCorp decide to take additional steps to pursue joining the California ISO, a stakeholder input and review process would be initiated and PacifiCorp would seek necessary regulatory approvals, including from its state regulatory commissions and the FERC.

PacifiCorp and the California ISO launched the regional energy imbalance market ("EIM") in November 2014, which allows PacifiCorp to participate in the California ISO's real-time energy markets to most cost-effectively manage short-term fluctuations in energy supply and demand. Joining the California ISO would extend that participation by PacifiCorp into the day-ahead energy market operated by the California ISO, in addition to unified planning and operation of PacifiCorp's transmission network.

NV Energy Joint Dispatch

In May 2013, in anticipation of ON Line's completion, Nevada Power and Sierra Pacific filed with the PUCN to combine their power supply resources for joint dispatch purposes and merge the two utilities into a single legal and jurisdictional entity. That filing was withdrawn in favor of continued operation of the utilities as separate legal entities, who would conduct joint dispatch of their combined power supply resources utilizing ON Line, governed by the terms of an Interim Joint Dispatch Agreement ("Interim JDA"). In seeking the PUCN's permission to withdraw the May 2013 filing, the Nevada Utilities committed to return to the PUCN with a new application. In March 2015, Nevada Power and Sierra Pacific filed an application with the PUCN seeking approval of an indefinite Joint Dispatch Agreement ("Indefinite JDA"). The Indefinite JDA is intended to replace the currently effective Interim JDA, which terminates on December 31, 2015. Joint dispatch transactions addressed by the proposed Indefinite JDA include real-time, hourly and daily transactions. The Indefinite JDA also explicitly governs joint dispatch transactions between the Nevada Utilities and the California ISO utilizing the California ISO's EIM.

The primary differences between the Interim JDA and the Indefinite JDA relate to EIM transactions with the California ISO. The Indefinite JDA establishes Nevada Power as the EIM scheduling coordinator for the Nevada Utilities and recognizes that the joint dispatch costs and benefits associated with EIM transactions will be governed by the accounting protocols and allocations set forth in the Indefinite JDA, which are unchanged from those currently in effect under the Interim JDA. The Nevada Utilities requested the PUCN to act on this application by July 2015, in time to file the Indefinite JDA with the FERC and obtain FERC approval prior to the "go live" date for EIM transactions, which is October 1, 2015. The Indefinite JDA will continue in effect until terminated by mutual consent of the parties.

Contractual Obligations

As of March 31, 2015, there have been no material changes outside the normal course of business in contractual obligations from the information provided in Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2014 other than the 2015 debt issuances previously discussed.

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Regulatory Matters

BHE's regulated subsidiaries and certain affiliates are subject to comprehensive regulation. The discussion below contains material developments to those matters disclosed in Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2014, and new regulatory matters occurring in 2015.

PacifiCorp

Utah Mine Disposition

In December 2014, PacifiCorp filed applications with the UPSC, the OPUC, the WPSC and the IPUC and an advice letter with the CPUC seeking certain approvals, prudence determinations and accounting orders to close PacifiCorp's Deer Creek mining operations, sell certain Utah mining assets, enter into a replacement coal supply agreement, amend an existing coal supply agreement, withdraw from the United Mine Workers of America ("UMWA") 1974 Pension Plan and settle PacifiCorp's other postretirement benefit obligation for UMWA participants (collectively, the "Utah Mine Disposition").

In April 2015, PacifiCorp filed all-party settlement stipulations with the UPSC and the WPSC finding that the Utah Mine Disposition transaction is prudent and in the public interest. The UPSC approved the stipulation in April 2015 and the WPSC is expected to issue a final order in May 2015.

Utah

In March 2015, PacifiCorp filed its annual Energy Balancing Account with the UPSC requesting recovery of $31 million in deferred net power costs for the period January 1, 2014 through December 31, 2014. If approved by the UPSC, the new rates will be effective November 2015.

In March 2015, PacifiCorp filed its annual renewable energy credit ("REC") balancing account application with the UPSC requesting recovery of $6 million over a two-year period. If approved by the UPSC, the new rates will be effective June 2015 on an interim basis until a final order is issued by the UPSC.

Oregon

In April 2015, PacifiCorp made its initial filing for the annual Transition Adjustment Mechanism with the OPUC for an annual increase of $12 million, or an average price increase of 1%, based on forecasted net power costs for calendar year 2016. The filing will be subject to updates throughout the year. If approved by the OPUC, the new rates will be effective January 2016.

Wyoming

In March 2015, PacifiCorp filed a general rate case with the WPSC requesting an annual increase of $32 million, or an average price increase of 5%, effective January 2016. The filing includes a proposal to implement a modified Energy Cost Adjustment Mechanism ("ECAM") to replace the current ECAM, which sunsets for new deferrals December 2015.

In March 2015, PacifiCorp filed its annual ECAM and Renewable Energy Credit and Sulfur Dioxide Revenue Adjustment Mechanism ("RRA") applications with the WPSC. The ECAM filing requests approval to recover $8 million in deferred net power costs for the period January 1, 2014 through December 31, 2014, and the RRA application requests approval to refund $1 million to customers. If approved by the WPSC, the ECAM and RRA rates will be effective May 2015 on an interim basis until a final order is issued by the WPSC.

Washington

In May 2014, PacifiCorp filed a general rate case with the WUTC requesting an annual increase of $27 million, or an average price increase of 8%. In November 2014, PacifiCorp filed rebuttal testimony that increased the request to $32 million, or an average price increase of 10%, primarily as a result of updated net power costs. In March 2015, the WUTC issued a final order in the proceeding approving an overall annual increase of $10 million, or an average price increase of 3%, effective March 2015. In April 2015, PacifiCorp filed a petition for judicial review of certain findings of the WUTC's March 2015 order. In the final order, the WUTC initiated a second phase of the proceeding to implement a Power Cost Adjustment Mechanism ("PCAM") for PacifiCorp. PacifiCorp will make a tariff filing with the WUTC to implement a PCAM by May 31, 2015.

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Idaho

In February 2015, PacifiCorp filed its annual ECAM application with the IPUC requesting recovery of $17 million, consisting primarily of $10 million for deferred net power costs and $6 million for the difference between REC revenues included in base rates and actual REC revenues. In March 2015, the IPUC approved recovery of $16 million effective April 2015.

Northern Powergrid

On March 2, 2015, Northern Powergrid sought permission from the Competition and Markets Authority ("CMA") to appeal against the license modifications that give effect to the RIIO-ED1 price control. The appeal relates to three specific areas:

1. Ofgem's decision to demand further cost savings in relation to smart grid technology over and above the ones captured by its original benchmarking exercise;

2. Ofgem's assessment of the variation in wage rates across the country; and

3. Ofgem's projections for labor cost increases.

Permission to appeal was granted by the CMA on March 30, 2015. The appeal is expected to conclude in the fourth quarter of 2015 in accordance with the timetable required by the CMA. British Gas Trading Limited (an electricity supplier) has been granted permission to appeal the price control, with a view to reduce the revenue available to all slow-tracked DNOs. This appeal has the same review timetable. The outcome of these appeals may increase or reduce the revenue available to Northern Powergrid based on the Final Determination under RIIO-ED1 if the CMA (or GEMA, as directed by the CMA) amends the price control determination.

ALP

In November 2014, ALP filed a general tariff application asking the AUC to approve revenue requirements of C$811 million for 2015 and C$1.0 billion for 2016, primarily due to continued investment in capital projects as directed by the AESO. In January 2015, the AUC issued its decision approving ALP's 2015 interim tariff application, as filed, thereby authorizing ALP to invoice the AESO C$61 million per month commencing January 1, 2015.

In December 2014, ALP filed its 2012-2013 Deferral Accounts Reconciliation Application seeking the AUC's approval to collect $C30 million from the AESO for previously uncollected deferral account balances. In addition, ALP is seeking approval of nearly $C1.7 billion of direct assign capital additions, included as part of the direct assigned capital deferral account filing.

In its November 2013 decision pertaining to ALP's 2013-2014 general tariff application, the AUC directed ALP to re-forecast the capital project expenditures for 2013 and 2014 Engineering, Procurement and Construction Management ("EPCM") services to reflect a two times labor multiplier and other approved mark- ups. ALP has appealed this decision, which is scheduled to be heard in October 2015. ALP has requested approval of the capital project expenditures, including the new competitively bid EPCM rates, in its latest direct assigned capital deferral account filing.

In December 2013, the AUC directed ALP to use a placeholder rate of return on common equity of 8.75% for 2013 and each subsequent year thereafter, pending a final decision on its ongoing generic cost of capital proceeding. In March 2015, the AUC issued its decision regarding cost of capital matters applicable to all electricity and natural gas utilities under its jurisdiction, including ALP. In its decision, which was retroactively applied to January 1, 2013, the AUC decreased the generic rate of return on common equity applicable to all utilities to 8.30% from the previously approved rate of 8.75% and decreased ALP's common equity ratio from 37% to 36% for the years 2013, 2014 and 2015.

The approved common equity ratio and generic rate of return on common equity will remain in effect on an interim basis for 2016 and beyond, until changed by the AUC. In April 2015, the AUC issued a letter to all interested parties setting out its intent to commence with a new generic cost of capital proceeding before the end of April 2015, with evidence to be submitted by the fall of 2015 or earlier.

As a result of the AUC's March 2015 decision, ALP recognized its best estimate of the amount to be refunded to the AESO totaling C$27 million. ALP and other utilities have applied to the Alberta Court of Appeal for Leave to appeal this decision. The appeal is based on, among other things, the AUC's failure to compensate the utilities, including ALP, in the return allowed by the AUC for any amount relating to the increased risk to which the AUC has exposed the utilities as a result of the Utility Asset Disposition Decision, which was released in November 2013. In addition, the AUC failed to compensate the utilities by not assessing additional factors required to set a return on equity for 2013 and 2014, in compliance with the fair return standard.

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Environmental Laws and Regulations

The Company is subject to federal, state, local and foreign laws and regulations regarding air and water quality, renewable portfolio standards, emissions performance standards, climate change, coal combustion byproduct disposal, hazardous and solid waste disposal, protected species and other environmental matters that have the potential to impact the Company's current and future operations. In addition to imposing continuing compliance obligations, these laws and regulations provide regulators with the authority to levy substantial penalties for noncompliance including fines, injunctive relief and other sanctions. These laws and regulations are administered by the EPA and various state, local and international agencies. The Company believes it is in material compliance with all applicable laws and regulations, although many are subject to interpretation that may ultimately be resolved by the courts. Refer to "Liquidity and Capital Resources" for discussion of the Company's forecast environmental-related capital expenditures. The discussion below contains material developments to those matters disclosed in Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

Clean Air Act Regulations

National Ambient Air Quality Standards

The Sierra Club filed a lawsuit against the EPA in August 2013 with respect to the one-hour sulfur dioxide standards and its failure to make certain attainment designations in a timely manner. In March 2015, the United States District Court for the Northern District of California ("Northern District of California") accepted as an enforceable order an agreement between the EPA and Sierra Club to resolve litigation concerning the deadline for completing the designations. The Northern District of California's order directed the EPA to complete designations in three phases: the first phase by July 2, 2016; the second phase by December 31, 2017; and the final phase by December 31, 2020. The first phase of the designations require the EPA to designate two groups of areas: 1) areas that have newly monitored violations of the 2020 sulfur dioxide standard; and 2) areas that contain any stationary source that, according to the EPA's data, either emitted more than 16,000 tons of sulfur dioxide in 2012 or emitted more than 2,600 tons of sulfur dioxide and had an emission rate of at least 0.45 lbs/sulfur dioxide per million British thermal unit in 2012 and, as of March 2, 2015, had not been announced for retirement. MidAmerican Energy's George Neal Unit 4 and the Ottumwa Generating Station (in which MidAmerican Energy has a majority ownership interest in, but does not operate), are included as units subject to the first phase of the designations, having emitted more than 2,600 tons of sulfur dioxide and having an emission rate of at least 0.45 lbs/sulfur dioxide per million British thermal unit in 2012. States may submit to the EPA updated recommendations and supporting information for the EPA to consider in making its' determinations and Iowa intends to submit such updated and supporting information by the specified deadline of September 18, 2015. The EPA intends to promulgate final sulfur dioxide area designations no later than July 2, 2016.

Mercury and Air Toxics Standards

Numerous lawsuits have been filed in the United States Court of Appeals for the District of Columbia Circuit ("D.C. Circuit") challenging the Mercury and Air Toxics Standards ("MATS"). In April 2014, the D.C. Circuit upheld the MATS requirements. In November 2014, the United States Supreme Court agreed to hear the MATS appeal on the limited issue of whether the EPA unreasonably refused to consider costs in determining whether it is appropriate to regulate hazardous air pollutants emitted by electric utilities. Oral argument in the case was held before the United States Supreme Court in March 2015, and a decision is expected by the end of June 2015. The outcome of the United States Supreme Court's decision is uncertain and until the court renders its decision or otherwise implements a stay of the MATS requirements, the Company is proceeding to fulfill its legal obligations to comply with the MATS, including PacifiCorp idling the Carbon coal-fueled generating facility and MidAmerican Energy retiring the Walter Scott, Jr. Energy Center Units 1 and 2 coal-fueled generating facilities and ceasing the utilization of coal at the Riverside Generating Station.

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Regional Haze

The state of Utah issued a regional haze State Implementation Plan ("SIP") requiring the installation of sulfur dioxide, nitrogen oxides and particulate matter controls on Hunter Units 1 and 2, and Huntington Units 1 and 2. In December 2012, the EPA approved the sulfur dioxide portion of the Utah regional haze SIP and disapproved the nitrogen oxides and particulate matter portions. Certain groups appealed the EPA's approval of the sulfur dioxide portion and oral argument was heard before the United States Court of Appeals for the Tenth Circuit ("Tenth Circuit") in March 2014. In October 2014, the Tenth Circuit upheld the EPA's approval of the sulfur dioxide portion of the SIP. The state of Utah and PacifiCorp filed petitions for administrative and judicial review of the EPA's final rule on the best available retrofit technology ("BART") determinations for the nitrogen oxides and particulate matter portions of Utah's regional haze SIP in March 2013. Oral argument was held before the Tenth Circuit in March 2014. In May 2014, the Tenth Circuit dismissed the petition on jurisdictional grounds. In addition, and separate from the EPA's approval process and related litigation, the Utah Division of Air Quality has undertaken an additional BART analysis for Hunter Units 1 and 2, and Huntington Units 1 and 2, for which the public comment period closed in December 2014. In response to public comments received, the Utah Division of Air Quality updated its proposal to revise the Utah regional haze SIP. The updated proposal is out for public comment and the comment period will close May 1, 2015. The additional BART analysis and revised regional haze SIP will be provided to the EPA once the Utah Division of Air Quality responds to any additional public comments. Once the EPA receives the supplemental analysis and the revised SIP, it will review the submittal and take proposed action that will also be subject to public comment. It is unknown how the submittal by Utah will impact the EPA's decision regarding the Utah SIP and, ultimately, PacifiCorp's obligations under the regional haze requirements.

The state of Arizona issued a regional haze SIP requiring, among other things, the installation of sulfur dioxide, nitrogen oxides and particulate matter controls on Cholla Unit 4. The EPA approved in part, and disapproved in part, the Arizona SIP and issued a Federal Implementation Plan ("FIP") for the disapproved portions requiring selective catalytic reduction controls on Cholla Unit 4. PacifiCorp filed an appeal in the United States Court of Appeals for the Ninth Circuit ("Ninth Circuit") regarding the FIP as it relates to Cholla Unit 4, and the Arizona Department of Environmental Quality and other affected Arizona utilities filed separate appeals of the FIP as it relates to their interests. The Ninth Circuit issued an order in February 2015, holding the matter in abeyance relating to PacifiCorp and Arizona Public Service Company as they work with state and federal agencies on an alternate compliance approach for Cholla Unit 4. In January 2015, Arizona Public Service Company submitted the permit applications and studies required to amend the Title V permit, and subsequently the Arizona SIP to convert Cholla Unit 4 to a natural gas-fueled unit in 2025. Once the Arizona Department of Environmental Quality completes its review, it will prepare a draft permit and a revision to the Arizona regional haze SIP that will be subject to a 30-day public comment period, which is expected to commence in early May 2015. After the public comment period, the Arizona Department of Environmental Quality will consider the comments and submit final proposals to the EPA for review, public comment and final action.

Coal Combustion Byproduct Disposal

In May 2010, the EPA released a proposed rule to regulate the management and disposal of coal combustion byproducts, presenting two alternatives to regulation under the Resource Conservation and Recovery Act ("RCRA"). The public comment period closed in November 2010. The final rule was released by the EPA on December 19, 2014, was published in the Federal Register on April 17, 2015 and will be effective on October 14, 2015. The final rule regulates coal combustion byproducts as non-hazardous waste under RCRA Subtitle D and establishes minimum nationwide standards for the disposal of coal combustion residuals. Under the final rule, surface impoundments and landfills utilized for coal combustion byproducts may need to be closed unless they can meet the more stringent regulatory requirements.

As defined by the final rule, PacifiCorp operates 18 surface impoundments and seven landfills that contain coal combustion byproducts. MidAmerican Energy owns or operates seven surface impoundments and four landfills that contain coal combustion byproducts. The Nevada Utilities operate ten evaporative surface impoundments that are likely to fall within the definition of the final rule and two landfills that contain coal combustion byproducts. The Company is assessing the requirements of the final rule to determine required compliance activities and the associated costs.

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Collateral and Contingent Features

Debt of BHE and debt and preferred securities of certain of its subsidiaries are rated by credit rating agencies. Assigned credit ratings are based on each rating agency's assessment of the rated company's ability to, in general, meet the obligations of its issued debt or preferred securities. The credit ratings are not a recommendation to buy, sell or hold securities, and there is no assurance that a particular credit rating will continue for any given period of time.

BHE and its subsidiaries have no credit rating downgrade triggers that would accelerate the maturity dates of outstanding debt, and a change in ratings is not an event of default under the applicable debt instruments. The Company's unsecured revolving credit facilities do not require the maintenance of a minimum credit rating level in order to draw upon their availability. However, commitment fees and interest rates under the credit facilities are tied to credit ratings and increase or decrease when the ratings change. A ratings downgrade could also increase the future cost of commercial paper, short- and long-term debt issuances or new credit facilities.

In accordance with industry practice, certain wholesale agreements, including derivative contracts, contain credit support provisions that in part base certain collateral requirements on credit ratings for senior unsecured debt as reported by one or more of the three recognized credit rating agencies. These agreements may either specifically provide bilateral rights to demand cash or other security if credit exposures on a net basis exceed specified rating-dependent threshold levels ("credit-risk-related contingent features") or provide the right for counterparties to demand "adequate assurance," or in some cases terminate the contract, in the event of a material adverse change in creditworthiness. These rights can vary by contract and by counterparty. As of March 31, 2015, the applicable credit ratings from the three recognized credit rating agencies were investment grade. If all credit-risk-related contingent features or adequate assurance provisions for these agreements had been triggered as of March 31, 2015, the Company would have been required to post $581 million of additional collateral. The Company's collateral requirements could fluctuate considerably due to market price volatility, changes in credit ratings, changes in legislation or regulation, or other factors. Refer to Note 9 of Notes to Consolidated Financial Statements in Item 1 of this Form 10-Q for a discussion of the Company's collateral requirements specific to the Company's derivative contracts.

New Accounting Pronouncements

For a discussion of new accounting pronouncements affecting the Company, refer to Note 2 of Notes to Consolidated Financial Statements in Item 1 of this Form 10-Q.

Critical Accounting Estimates

Certain accounting measurements require management to make estimates and judgments concerning transactions that will be settled several years in the future. Amounts recognized on the Consolidated Financial Statements based on such estimates involve numerous assumptions subject to varying and potentially significant degrees of judgment and uncertainty and will likely change in the future as additional information becomes available. Estimates are used for, but not limited to, the accounting for the effects of certain types of regulation, derivatives, impairment of goodwill and long-lived assets, pension and other postretirement benefits, income taxes and revenue recognition - unbilled revenue. For additional discussion of the Company's critical accounting estimates, see Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2014. There have been no significant changes in the Company's assumptions regarding critical accounting estimates since December 31, 2014.

41

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk affecting the Company, see Item 7A of the Company's Annual Report on Form 10-K for the year ended December 31, 2014. The Company's exposure to market risk and its management of such risk has not changed materially since December 31, 2014. Refer to Note 9 of Notes to Consolidated Financial Statements in Item 1 of this Form 10-Q for disclosure of the Company's derivative positions as of March 31, 2015.

Item 4. Controls and Procedures

At the end of the period covered by this Quarterly Report on Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Chief Executive Officer (principal executive officer) and the Chief Financial Officer (principal financial officer), of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended). Based upon that evaluation, the Company's management, including the Chief Executive Officer (principal executive officer) and the Chief Financial Officer (principal financial officer), concluded that the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission's rules and forms, and is accumulated and communicated to management, including the Company's Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There has been no change in the Company's internal control over financial reporting during the quarter ended March 31, 2015 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

42

PART II

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

There has been no material change to the Company's risk factors from those disclosed in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Information regarding the Company's mine safety violations and other legal matters disclosed in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act is included in Exhibit 95 to this Form 10-Q.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

The exhibits listed on the accompanying Exhibit Index are filed as part of this Quarterly Report.

43

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 thereunto duly authorized.

	BERKSHIRE HATHAWAY ENERGY COMPANY
	(Registrant)
Date: May 1, 2015	/s/ Patrick J. Goodman
	Patrick J. Goodman
	Executive Vice President and Chief Financial Officer
	(principal financial and accounting officer)

44

EXHIBIT INDEX

Exhibit No. Description

4.1 First Supplemental Indenture, dated as of March 12, 2015, between Solar Star Funding, LLC, as Issuer, and Wells Fargo Bank, National Association, as Trustee, relating to the $325,000,000 in principal amounts of the 3.95% Series B Senior Secured Notes Due 2035.

4.2 Series 15-1 Supplemental Indenture, dated March 6, 2015, by and between AltaLink Investments, L.P., AltaLink Investment Management Ltd. and BNY Trust Company of Canada, relating to C$200,000,000 in principal amounts of the 2.244% Series 15-1 Senior Bonds due 2022.

4.3 Trust Deed, dated as of April 1, 2015, among Northern Powergrid (Yorkshire) plc and HSBC Corporate Trustee Company (UK) Limited, relating to £150,000,000 in principal amount of the 2.50% Bonds due 2025.

15 Awareness Letter of Independent Registered Public Accounting Firm.

31.1 Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

95 Mine Safety Disclosures Required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

101 The following financial information from Berkshire Hathaway Energy Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, is formatted in XBRL (eXtensible Business Reporting Language) and included herein: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements, tagged in summary and detail.

45

EX-4.1

EXHIBIT 4.1

EXECUTION VERSION

SOLAR STAR FUNDING, LLC

as Issuer,

and

the Guarantors named herein

and

Wells Fargo Bank, National Association,

as Trustee

________________________

FIRST SUPPLEMENTAL INDENTURE

RELATING TO 3.95% SERIES B SENIOR SECURED NOTES DUE 2035

Dated as of March 12, 2015

to

INDENTURE

Dated as of June 27, 2013

________________________

NY\6911252.7

THIS FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture"), dated as of March 12, 2015 (the "Effective Date"), is between Solar Star Funding, LLC, a Delaware limited liability company (the "Issuer"), each of the other Obligors (as hereinafter defined) and Wells Fargo Bank, National Association, as trustee (the "Trustee") and amends and supplements the Base Indenture referred to below.

RECITALS

WHEREAS, each of the Issuer and the Guarantors listed on the signature pages hereto (the "Guarantors" and, together with the Issuer, the "Obligors") have executed and delivered to the Trustee an Indenture, dated as of June 27, 2013 (the "Base Indenture", as amended by, and together with this First Supplemental Indenture, the "Indenture"), pursuant to which the Issuer has duly issued its 5.375% Series A Senior Secured Notes due 2035 in the aggregate principal amount of $1,000,000,000, of which $1,000,000,000 in aggregate principal amount are outstanding as of the Effective Date (the "Series A Notes");

WHEREAS, pursuant to Sections 9.01(8) of the Base Indenture, a supplemental indenture may be entered into by the Obligors and the Trustee without the consent of any Holders (as defined in the Base Indenture) to establish Additional Notes (as defined in the Base Indenture), upon satisfaction of the conditions set forth in Sections 2.13 and 4.09(a)(2) of the Base Indenture, in the amounts and for the purposes permitted herein;

WHEREAS, each of the Obligors has authorized the execution and delivery of this First Supplemental Indenture to provide for the issuance and the term of the 3.95% Series B Senior Secured Notes due 2035 in the aggregate principal amount of $325,000,000 (the "Series BNotes");

WHEREAS, the execution and delivery of this First Supplemental Indenture has been duly authorized by the parties hereto, and all conditions and requirements necessary to make this First Supplemental Indenture a valid and binding agreement of the Issuer enforceable in accordance with its terms have been duly performed and complied with; and

NOW, THEREFORE, for and in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties have hereby agreed, for the equal and proportionate benefit of all Holders of the Series B Notes, as follows:

1

NY\6911252.7

ARTICLE I

RELATION TO BASE INDENTURE; DEFINITIONS

Section 1.1    Relation to Base Indenture.

Unless otherwise stated herein, the terms and provisions contained in the Base Indenture will constitute, and are hereby expressly made, a part of this First Supplemental Indenture and the Obligors and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of the Base Indenture conflicts with the express provisions of this First Supplemental Indenture, the provisions of this First Supplemental Indenture will govern and be controlling with respect to the Series B Notes.

The Trustee will not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Obligors, or for or with respect to (1) the validity or sufficiency of this First Supplemental Indenture or any of the terms or provisions hereof, (2) the proper authorization hereof by the Obligors, (3) the due execution hereof by the Obligors or (4) the consequences (direct or indirect and whether deliberate or inadvertent) of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.

Section 1.2Generally.

The rules of interpretation set forth in the Base Indenture shall be applied hereto as if set forth in full herein.

Section 1.3Definition of Certain Terms.

Capitalized terms used herein and not otherwise defined herein or amended in this Section 1.3 shall have the respective meanings ascribed thereto in the Base Indenture.

"Series A Issue Date" means June 27, 2013, the date of issuance of the Series A Notes.

"Issue Date", for the purposes of the Series B Notes, means the date of the original issuance of the Series B Notes.

ARTICLE II

TERMS OF THE SERIES B NOTES

Section 2.1Form and Dating.

The Series B Notes and the Trustee's certificate of authentication will be substantially in the form of Exhibits A1 and A2 hereto, respectively. As set forth in the Base Indenture, Exhibits A1 and A2 of the Base Indenture shall not apply to the Series B Notes and any reference to Exhibits A1 and A2 in the Base Indenture shall, with respect to the Series B Notes, instead be deemed to refer to Exhibits A1 and A2 of this First Supplemental Indenture.

2

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ARTICLE III

MISCELLANEOUS PROVISIONS

Section 3.1     Headings.

The headings of the Articles and Sections of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

Section 3.2     Counterpart Originals.

The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 3.3     Severability.

In case any provision in this First Supplemental Indenture 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 3.4    Successors and Assigns.

All agreements of the Issuer in this First Supplemental Indenture and the Series B Notes will bind its successors. All agreements of the Trustee in this First Supplemental Indenture will bind its successors. In case any provision in this First Supplemental Indenture or in the Series B Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 3.5     Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE AND THE SERIES B NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

[signature pages follow]

3

NY\6911252.7

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first above written.

Dated as of March 12, 2015

SOLAR STAR FUNDING, LLC

as Issuer

By: /s/ Kevin D. Dodson

Name: Kevin D. Dodson

Title: Vice President

SSC XIX, LLC

as Guarantor

By: /s/ Kevin D. Dodson

Name: Kevin D. Dodson

Title: Vice President

SSC XX, LLC

as Guarantor

By: /s/ Kevin D. Dodson

Name: Kevin D. Dodson

Title: Vice President

SOLAR STAR CALIFORNIA XIX, LLC

as Guarantor

By: /s/ Kevin D. Dodson

Name: Kevin D. Dodson

Title: Vice President

SOLAR STAR CALIFORNIA XX, LLC

as Guarantor

By: /s/ Kevin D. Dodson

Name: Kevin D. Dodson

Title: Vice President

[SIGNATURE PAGE TO FIRST SUPPLEMENTAL INDENTURE]

NY\6911252.7

WELLS FARGO BANK, NATIONAL

ASSOCIATION,

as Trustee

By: /s/ Julius R. Zamora

Name: Julius R. Zamora

Title: Vice President

[SIGNATURE PAGE TO FIRST SUPPLEMENTAL INDENTURE]

NY\6911252.7

[Face of Note]

CUSIP/CINS 83416W AB9

3.95% Series B Senior Secured Notes due 2035

No. ___    $____________

SOLAR STAR FUNDING, LLC

promises to pay to or registered assigns,

the principal sum of __________________________________________________________ DOLLARS in installments on the dates and in the amounts as set forth in Schedule 1 hereto and made part hereof.

Interest Payment Dates: June 30 and December 30

Record Dates: June 15 and December 15

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Dated: __________

SOLAR STAR FUNDING, LLC
By:        Name:     Title:

This is one of the Notes referred to
in the within-mentioned Indenture:WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
By:     Authorized Signatory

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[Back of Note]3.95% Series B Senior Secured Notes due 2035

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)INTEREST. Solar Star Funding, LLC, a Delaware limited liability company (the "Issuer"), promises to pay or cause to be paid interest on the principal amount of this Note at 3.95% per annum from March 12, 2015 until maturity. The Issuer will pay interest, if any, semi-annually in arrears on June 30 and December 30 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an "Interest Payment Date"). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that, if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be June 30, 2015. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful.

Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.

(2)METHOD OF PAYMENT. The Issuer will pay interest, and will make payments of principal in accordance with Schedule 1 hereto, on the Series B Notes (except defaulted interest), if any, to the Persons who are registered Holders at the close of business on the June 15 or December 15 next preceding the Interest Payment Date, even if such Series B Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest, if any, at the office or agency of the Paying Agent and Registrar within the City and State of New York, or, at the option of the Issuer, payment of interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, premium on, if any, and interest, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Issuer or the Paying Agent on or before the relevant record date. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

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(3)PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may change the Paying Agent or Registrar without prior notice to the Holders. The Issuer or any of its subsidiaries may act as Paying Agent or Registrar.

(4)INDENTURE AND SECURITY DOCUMENTS. The Issuer issued the Notes under an Indenture dated as of June 27, 2013 (the "Base Indenture") among the Issuer, the Guarantors named therein and the Trustee, as amended and supplemented by the First Supplemental Indenture dated as of March 12, 2015 (the "First Supplemental Indenture" and, together with the Base Indenture, the "Indenture") among the Issuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are secured obligations of the Issuer, secured on a first priority basis by a security interest in substantially all of the Issuer's assets, pursuant to the Security Documents referred to in the Indenture. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder, subject however to the provisions of Section 4.09 of the Indenture.

(5)OPTIONAL REDEMPTION.

(a)At any time prior to the Maturity Date the Issuer will have the right, at its option, to redeem any of the Notes, in whole at any time or in part from time to time prior to their maturity, on at least 30 days' but not more than 60 days' notice, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes being redeemed and (2) the sum of the present value of each remaining scheduled payment of principal and interest thereon (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points (the "Make-Whole Amount"), plus in each case accrued and unpaid interest, if any, on the principal amount of the Notes up to, but not including, the redemption date (subject to the right of the Holder on the relevant record date to receive interest due on the relevant interest payment date).

(b)Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(6)NOTICE OF REDEMPTION. At least 30 days but not more than 60 days before a redemption date, the Issuer will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Articles 8 or 11 thereof. Notes and portions of Notes selected will be in amounts of $100,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder shall be redeemed or purchased.

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(7)NO SINKING FUND. The Issuer is not required to make sinking fund payments with respect to the Notes.

(8)CHANGE OF CONTROL REPURCHASE AT THE OPTION OF HOLDER. Upon the occurrence of a Change of Control, each Holder will have the right to require the Issuer to repurchase all or a portion (equal to $100,000 or an integral multiple of $1,000 in excess thereof) of that Holder's Notes at a purchase price in cash equal to 101% of the principal amount of such Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the "Change of Control Payment"), (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date). Within 10 days following the date upon which a Change of Control has occurred, the Issuer will send, by first-class mail a notice describing the transaction or transactions that Constitute the Change of Control and setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(9)MANDATORY REDEMPTION.

(a)    If:

(1)    all or a portion of either Project is destroyed, condemned, seized or expropriated,

(2)    the Obligors receive Loss Proceeds from insurance, indemnification, condemnation or otherwise as a result of such event noted above in excess of an amount equal to $15.0 million in the aggregate for both Projects, which amount shall have been deposited into the Loss Proceeds Account pursuant to Section 3.10 of the Depositary Agreement; and

(3)    (a) the Issuer does not submit a Reinvestment Certificate within the later of (i) 90 days of the occurrence of such Loss Event and (ii) 60 days after the applicable Obligor(s) receive the applicable Loss Proceeds related to such Loss Event (or promptly upon the Issuer's determination not to undertake any Restoration Work in connection with such Loss Event), (b) the Issuer fails to submit an acceptable Reinvestment Plan (as approved by the Required Lenders, which approval shall not be unreasonably withheld or delayed, in consultation with the Independent Engineer) within the same time period set forth in clause (a), (c) the applicable Obligor fails to undertake any Restoration Work to the extent required in accordance with the applicable Reinvestment Plan, (d) the applicable Obligor fails to complete such Restoration Work within 270 days following the occurrence of such Loss Event (provided that such period may be extended for an additional 180 days in the event the applicable Obligor(s) are using commercially reasonable efforts to complete such Restoration Work), or (e) upon completion of such Restoration Work, the amount of excess Loss Proceeds not needed for such purpose is greater than $15.0 million in the aggregate for both Projects;

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then, within five (5) Business Days thereof, or any other applicable event described in Section 3.10 of the Depositary Agreement pursuant to which Loss Proceeds are to be deposited into the Note Redemption Account pursuant to Section 3.10(b)(ii), (iii), (v) or 3.10(c)(ii) of the Depositary Agreement, the Issuer will direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such Loss Proceeds or such excess or remaining Loss Proceeds, as applicable, to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such Loss Proceeds or such excess or remaining Loss Proceeds, as applicable, to the LC Facility Prepayment Account, which amounts shall be used to redeem or prepay the maximum principal amount of Notes in accordance with the provisions set forth in Section 3.09 of the Indenture and, if required, outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses incurred in connection therewith) that may be redeemed or prepaid out of such Loss Proceeds or excess or remaining Loss Proceeds, as the case may be. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

(b)    If a Title Event occurs, the applicable Obligor will use Title Event Proceeds to pay or reimburse costs and expenses necessary to remedy the applicable Title Event. Upon the completion of the effort to remedy any Title Event, if the amount of any excess Title Event Proceeds not needed for such purpose is in excess of $25.0 million in the aggregate for both Projects, the Issuer will, within five (5) Business Days following its delivery to the Trustee and the Collateral Agent of an Officer's Certificate certifying, among other things, the result of the effort to remedy such Title Event, direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such excess Title Event Proceeds to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such excess Title Event Proceeds to the LC Facility Prepayment Account, which amounts shall be used to redeem the maximum principal amount of the Notes in accordance with the provisions set forth in Section 3.09 of the Indenture and, if required, prepay outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses incurred in connection therewith) that may be redeemed or prepaid out of such excess Title Event Proceeds. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

(c) If:

(1)     the applicable Obligors receive any Performance LD Proceeds in excess of $25.0 million in the aggregate for both Projects; and

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(2)(a)     the Issuer does not submit a Reinvestment Certificate within the 60 days after it receives such Performance LD Proceeds (or promptly upon the Issuer's determination not to undertake any Performance LD Reinvestment Work with such Performance LD Proceeds), (b) the Issuer fails to submit an acceptable Reinvestment Plan (as approved by the Required Lenders, which approval shall not be unreasonably withheld or delayed, in consultation with the Independent Engineer) within the same time period set forth in clause (a), (c) the applicable Obligor fails to complete such Performance LD Reinvestment Work within 90 days following the receipt of such Performance LD Proceeds (provided that such period may be extended for an additional 60 days if the applicable Obligor(s) are using commercially reasonable efforts to complete such Performance LD Reinvestment Work), or (d) upon completion of any Performance LD Reinvestment Work, the amount of excess Performance LD Proceeds not needed for such purpose is greater than $25.0 million in the aggregate for both Projects;

then, within five (5) Business Days thereof or any other applicable event described in Section 3.11 of the Depositary Agreement pursuant to which Performance LD Proceeds are to be deposited into the Note Redemption Account pursuant to Section 3.11(b)(ii), (iv) or (vi) of the Depositary Agreement, the Issuer will direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such Performance LD Proceeds or such excess or remaining Performance LD Proceeds, as applicable, to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such Performance LD Proceeds or excess or remaining Performance LD Proceeds, as applicable, to the LC Facility Prepayment Account, which amounts shall be used to redeem or prepay the maximum principal amount of Notes in accordance with the provisions set forth in Section 3.09 of the Indenture and, if required, outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses incurred in connection therewith) that may be redeemed or prepaid out of such Performance LD Proceeds or excess or remaining Performance LD Proceeds, as the case may be. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

Notwithstanding the foregoing, if on the Commercial Operation Date, for the later of the Projects to achieve Commercial Operation, the Projects are capable of generating at least 500.00MW of electricity in the aggregate, the Issuer shall not be obligated to make such prepayment or redemption otherwise required pursuant to this clause (c) if it instead elects to be subject to the provisions of a Permitted Capacity Reduction, including the mandatory redemption required thereunder.

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(d)    If:

(1) the Obligors receive any Project Contract Termination Proceeds in excess of $25.0 million in the aggregate for both Projects; and

(2)(a) the Issuer does not submit a Reinvestment Certificate within 60 days after it receives such Project Contract Termination Proceeds (or promptly upon the Issuer's determination not to undertake any Project Contract Replacement Work with such Project Contract Termination Proceeds) or (b) upon completion of such Project Contract Replacement Work, the amount of excess Project Contract Termination Proceeds not needed for such purposes is greater than $25.0 million in the aggregate for both Projects;

then, within five (5) Business Days thereof or any other applicable event described in Section 3.11 of the Depositary Agreement pursuant to which Project Contract Termination Proceeds are deposited into the Note Redemption Account pursuant to Section 3.11(c)(ii) or (iv) of the Depositary Agreement, the Issuer will direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such Project Contract Termination Proceeds or such excess Project Contract Termination Proceeds, as applicable, to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such Project Contract Termination Proceeds or such excess Project Contract Termination Proceeds, as applicable, to the LC Facility Prepayment Account, which amounts shall be used to redeem or prepay the maximum principal amount of Notes in accordance with the provisions set forth under Section 3.09 of the Indenture and, if required, outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses incurred in connection therewith) that may be prepaid or redeemed out of such Project Contract Termination Proceeds or excess Project Contract Termination Proceeds, as the case may be. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

(e)    In the event that, on any Quarterly Date, the conditions for making a Restricted Payment are not satisfied, remaining monies in the Distribution Suspense Account will not, except as indicated in the following sentences, be distributed therefrom until the conditions for making a Restricted Payment are satisfied. If such amounts have been on deposit in the Distribution Suspense Account longer than eight consecutive Quarterly Dates and the Issuer has not been permitted to make a Restricted Payment because the conditions for making such Restricted Payment have not been satisfied, within five Business Days following the eighth consecutive Quarterly Date, the Issuer, will direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such remaining monies to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any)

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of such remaining monies to the LC Facility Prepayment Account, which amounts shall be used to redeem or prepay the maximum principal amount of Notes in accordance with the provisions set forth in Section 3.09 of the Indenture and, if required, outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be prepaid or redeemed out of such amounts remaining in the Distribution Suspense Account, provided that the Issuer shall be entitled to request that any such amounts may be applied instead to the payment of Project Costs (excluding costs described in clause 7(b) of the definition of Project Costs), operating expenses or other transaction costs. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

(f)    In the event of: (i) any reduction to the Facility Capacity of a Project as a result of the Capacity Test under the EPC Contract for such Project or (ii) the occurrence at the Commercial Operation Date for such Project, of any situation that would otherwise require a Mandatory Redemption pursuant to Section 4.42 of the Indenture, such Facility Capacity may be reduced on such date in accordance with the terms of such EPC Contract and the PPA for such Project or as otherwise set forth herein and no breach or default under the Financing Documents or any relevant Major Project Contract shall be deemed to have occurred as a result of such reduction or the events giving rise thereto; provided, that, (a) within 30 days after the effective date of such reduction, the Issuer shall have delivered to the Collateral Agent and the Independent Engineer a certificate setting forth the aggregate principal amount of Notes ("Adjusted Senior Note Amount") that could have been issued if such Notes had originally been issued with respect to the Project(s) at such reduced capacity, provided that the Projected Debt Service Coverage Ratio calculated after giving effect to such Project(s) capacity reduction and the Adjusted Senior Note Amount, shall equal or exceed the projected minimum Debt Service Coverage Ratios for each annual period during the projected period during the period covered by the Base Case Projections as set forth in the Base Case Projections (as certified by the Independent Engineer and set forth in Exhibit D to the Base Indenture), (b) within 60 days after the Issuer's delivery of the certificate set forth in clause (a), the Issuer shall have redeemed Notes in the aggregate principal amount, if any, by which the then aggregate outstanding principal amount of Notes exceeds the Adjusted Senior Note Amount (the "Capacity Reduction Payment"), at a price equal to par, plus accrued and unpaid interest to the date of such redemption, if any, without premium or penalty, in accordance with the provisions set forth in Section 3.09 of the Indenture, (c) the Major Project Contracts otherwise remain in effect with respect to the Project(s) at such reduced capacity, (d) if applicable, all liquidated damages or other payments required to be paid by SunPower Corporation under the EPC Contract(s) in respect of such reduction in capacity have been paid and (e) if applicable, all payments required to be paid by the applicable Project Company under the PPAs have been paid.

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(10)DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form in denominations of $100,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. Holders will be required to pay all taxes due upon transfer, unless the Issuer or any of its Affiliates is a party to the transfer. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date.

(11)PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture.

(12)AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Notes or the Guarantee (with respect to the obligations of the Guarantors to the Holders) may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest, if any, on the Notes, except a payment default resulting from acceleration that has been cured) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of certificated Notes; to provide for the assumption of any Obligor's obligations to Holders by a successor to the Issuer pursuant to the Indenture; to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any Holder; to conform the text of the Indenture, the Notes, the Guarantees or the Security Documents, to any provision of the "Description of the Notes" section of the Issuer's Offering Memorandum dated March 4, 2015 relating to the initial offering of the Notes; to enter into additional or supplemental Security Documents; to release Collateral in accordance with the terms of the Indenture and the Security Documents, to provide for the issuance of Additional Notes (and the guarantee of such Notes pursuant to the Guarantee) in accordance with the limitations set forth in the Indenture; to allow for any Guarantor to execute a supplemental indenture with respect to the Notes; or to evidence the succession of a new Trustee under the Indenture.

(13)DEFAULTS AND REMEDIES. Each of the following is an Event of Default: (i) the Issuer fails to pay interest on any Note in accordance with the terms of this Indenture within five days after the same becomes due and payable; (ii) the Issuer fails to pay any

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principal or premium, if any, on any Note after the same becomes due and payable, whether by scheduled maturity, redemption, acceleration or otherwise, or the Issuer fails to offer to redeem or purchase the Notes when required to do so pursuant to Sections 3.09, 3.10, 3.11, 4.15, 4.40, 4.41, 4.42, 4.43 or 4.44 of the Indenture; (iii) any Obligor fails to perform or observe any of the other covenants under the Indenture or any Security Document (other than, in the case of any Security Document, covenants, the breach of which would not reasonably be expected to result in a Material Adverse Effect) and not otherwise specifically provided for elsewhere in the Indenture and does not cure such failure within 30 days after the earlier of its receipt of notice by the Trustee or the Holders of at least 25% of aggregate principal amount of the Notes then outstanding as a single class and its Actual Knowledge thereof; provided that such grace period may be extended to 90 days if such Obligor is taking action reasonably likely to cure such failure to perform; (iv) any Obligor is involved in a Bankruptcy Event; (v) any Obligor shall (a) default in the payment of any principal, interest or other amount when due and after the expiration of any applicable grace period, whether by acceleration or otherwise, in respect of any Obligations under the LC Facility or the Replacement LC Facility in principal amount of $10.0 million or more or (b) default in the performance or observance of any obligation or condition with respect to any other Indebtedness in an aggregate principal amount of $25.0 million or more and the effect of such default is to cause the acceleration of such amounts prior to scheduled maturity; (vi) a final judgment or judgments for the payment of money exceeding $25.0 million in the aggregate that are not covered by available insurance as acknowledged in writing by the provider of such insurance or as certified to the Trustee by an insurance consultant shall be entered against any Obligor by one or more courts, administrative tribunals or other bodies having jurisdiction over such Obligor and the same is not paid, discharged or stayed, or for which no bond is posted, for a period of 90 consecutive days after its entry; (vii) the occurrence of an Event of Abandonment continues for more than 30 consecutive days; (viii) subject to clause (ix) below, an event of default shall have occurred under any Major Project Contract other than the PPAs that could reasonably be expected to have a Material Adverse Effect and such event of default shall continue unremedied for a period equal to 60 days; provided, however, that (a) if (1) the such event of default cannot be cured within such 60-day period, (2) such event of default is reasonably susceptible of cure within 120 days from such event of default, (3) the defaulting party is proceeding with all requisite diligence and in good faith to cure such failure, (4) such breach or default is the subject of a good faith dispute between the parties (and such parties are utilizing the appropriate dispute resolution procedures set forth in such Major Project Contract) and (5) an extension of such 60-day cure could not reasonably be expected to have a Material Adverse Effect, then the time within which such failure may be cured shall be extended to such date, not to exceed 90 days after the end of the initial 60-day period (for a total of 150 days), as shall be necessary for such party diligently to cure such failure; provided further, however, that notwithstanding the foregoing, the Obligors may replace a Major Project Contract other than the PPAs with a Replacement Project Contract within 120 days; (ix) (A) notwithstanding clause (viii) above, any Major Project Contract other than the PPAs shall terminate or otherwise cease to be valid and binding on any party thereto (except upon expiration in accordance with its terms or full performance by such party of its obligations thereunder and other than a termination of one or more LGIAs or the termination of the EPC Contracts in connection

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with which each of the Obligors shall have complied with the provisions of Section 3.10 hereof) unless (1) such Obligor replaces such Major Project Contract with a Replacement Project Contract within 120 days after such termination or cessation and (2) such Obligor shall have fully satisfied all of its obligations arising out of such termination or cessation within such 120-day period or (B) any Permit necessary to operate either Project substantially in accordance with the Project Contracts has been revoked or withdrawn where such revocation or withdrawal would reasonably be expected to have a Material Adverse Effect and no replacement Permit has been obtained within 60 days of such revocation or withdrawal; provided that if such replacement Permit cannot be obtained within such 60-day period then the time within which such replacement Permit may be obtained shall be extended to such date, not to exceed 30 days after the end of the initial 60-day period (for a total of 90 days) as long as diligent efforts are undertaken to obtain such replacement Permit; (x) subject to clause (xi) below, an event of default shall have occurred under either of the PPAs that could reasonably be expected to have a Material Adverse Effect and such event of default shall continue unremedied for a period equal to 30 days; provided, however, that (a) if (1) such event of default cannot be cured within such 30-day period, (2) such event of default is reasonably susceptible of cure within 90 days from such event of default, (3) the defaulting party is proceeding with all requisite diligence and in good faith to cure such failure, (4) such breach or default is the subject of a good faith dispute between the parties (and such parties are utilizing the appropriate dispute resolution procedures set forth in the applicable PPA) and (5) an extension of such 30-day cure could not reasonably be expected to have a Material Adverse Effect, then the time within which such failure may be cured shall be extended to such date, not to exceed 60 days after the end of the initial 30-day period (for a total of 90 days), as shall be necessary for such party diligently to cure such failure; provided further, however, that notwithstanding the foregoing, applicable Obligor may replace a PPA with a Replacement Project Contract within 90 days; (xi) notwithstanding clause (x) above, any PPA shall terminate or otherwise cease to be valid and binding on any party thereto (except upon expiration in accordance with its terms or full performance by such party of its obligations thereunder) unless (a) the Obligors that are a party thereto replace such PPA(s) with a Replacement Project Contract within 90 days after such termination or cessation and (b) the Obligors that are a party thereto shall have fully satisfied all of its obligations arising out of such termination or cessation within such 90-day period; (xii) the Lien contained in the Indenture or any of the Security Documents ceases to be effective to grant a perfected Lien to the Collateral Agent on any material portion of the Collateral described therein with the priority purported to be created thereby and such effectiveness and perfection priority is not reinstated or the Obligors have not posted cash collateral to the Collateral Agent in an aggregate amount equal to the replacement value thereof, in each case within 30 days after the time of discovery thereof by such Obligor, except to the extent that any such loss of effectiveness results from the failure of the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Documents; (xiii) the Indenture, the Guarantee or any Security Document referenced in Section 6.01(m) of the Indenture is declared unenforceable by a Governmental Authority having jurisdiction over any party thereto or the subject matter thereof; (xiv) if, at any time following delivery by the Issuer of an ERISA Notice, (a) any Plan fails to satisfy the minimum funding standards of ERISA or the Internal Revenue Code

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for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under Section 412 of the Internal Revenue Code, (b) a notice of intent to terminate any Plan is or is reasonably expected to be filed with the PBGC or the PBGC institutes proceedings under Section 4042 of ERISA to terminate or appoint a trustee to administer any Plan or the PBGC notifies any Obligor that a Plan may become a subject of any such proceedings, (c) the aggregate "amount of unfunded benefit liabilities" (within the meaning of Section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, exceeds $10.0 million, (d) any Obligor incurs or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Internal Revenue Code relating to employee benefit plans, (e) any Obligor withdraws from any Multiemployer Plan in a complete withdrawal or a partial withdrawal, or (f) any Obligor establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of such Obligor thereunder; and any such event or events described in sub-clauses (xiv)(a) through (f) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; (xv) (a) failure by the Sponsor to contribute the Equity Contribution Amount when due and such failure continues for five Business Days or (b) the Sponsor fails to provide credit support for the obligations under the Equity Contribution Agreement, if required, and such failure continues for 30 days; and (xvi) failure to complete construction of generation capacity of at least 500 MW in the aggregate of the Projects on or before the latest "Commercial Operation Deadline" (as defined in the PPAs for each Project).

In the case of an Event of Default arising from a Bankruptcy Event with respect to any Obligor, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may require the Trustee to declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, including the limitations set forth in the Intercreditor Agreement, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or interest, if any,) if and so long as a committee of its Responsible Officers in good faith it determines that withholding notice is in the interests of the Holders. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration or waive an existing Default or Event of Default and its respective consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest, if any, on, the Notes (including in connection with an offer to purchase). The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required, upon becoming aware of any Default or

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Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

(14)TRUSTEE DEALINGS WITH OBLIGORS. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Obligors or their Affiliates, and may otherwise deal with the Obligors or their Affiliates, as if it were not the Trustee.

(15)NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee or incorporator of any Obligor and no equityholder of an Obligor (including any owner of any membership interest in an Obligor), as such, will have any liability for any obligations of the Obligors under the Notes, the Indenture, the Security Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws

(16)AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(17)ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(18)CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

(19)GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS NOTE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Solar Star Funding, LLCc/o BHE Renewables, LLC
666 Grand Avenue, Suite 500
Des Moines, Iowa 50309-2580
Facsimile No.: (515) 281-2396
Attention: General Counsel

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee's legal name)

(Insert assignee's soc. sec. or tax I.D. no.)

(Print or type assignee's name, address and zip code)

and irrevocably appoint
to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date: _______________

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*: _________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.15 of the Indenture, check the box below:

If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.15 of the Indenture, state the amount you elect to have purchased:

$_______________

Date: _______________

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*: _________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount
of this Global Note Amount of increase in Principal Amount
of this Global Note Principal Amount
of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian

*     This schedule should be included only if the Note is issued in global form.

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SCHEDULE 1

SCHEDULE OF PRINCIPAL PAYMENTS

The principal of the Series B Notes will be payable in semi-annual installments, commencing June 30, 2016, pro rata to the registered Holders thereof in accordance with the following schedule:

Payment Date	Percentage of Original Principal Amount Payable	Payment Date	Percentage of Original Principal Amount Payable
June 30, 2016	0.51055%	June 30, 2026	1.54780%
December 30, 2016	2.37126%	December 30, 2026	3.69767%
June 30, 2017	0.62914%	June 30, 2027	1.68139%
December 30, 2017	2.47975%	December 30, 2027	3.86658%
June 30, 2018	0.70176%	June 30, 2028	1.82094%
December 30, 2018	2.59679%	December 30, 2028	4.04172%
June 30, 2019	0.80960%	June 30, 2029	1.96967%
December 30, 2019	2.73694%	December 30, 2029	4.22333%
June 30, 2020	0.91237%	June 30, 2030	2.11675%
December 30, 2020	2.86502%	December 30, 2030	4.40507%
June 30, 2021	0.98779%	June 30, 2031	2.27631%
December 30, 2021	2.98894%	December 30, 2031	4.60000%
June 30, 2022	1.10868%	June 30, 2032	2.44086%
December 30, 2022	3.14561%	December 30, 2032	4.80197%
June 30, 2023	1.23197%	June 30, 2033	2.61608%
December 30, 2023	3.30790%	December 30, 2033	5.01179%
June 30, 2024	1.36322%	June 30, 2034	2.79683%
December 30, 2024	3.47656%	December 30, 2034	5.22919%
June 30, 2025	1.49410%	June 30, 2035	1.52212%
December 30, 2025	3.61598%

This Schedule 1 shall be adjusted in the event of any redemption or purchase of the Series B Notes in part.

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[Face of Regulation S Temporary Global Note]

CUSIP/CINS U8340V AB6

3.95% Series B Senior Secured Notes due 2035

No. ___$__________

SOLAR STAR FUNDING, LLC

promises to pay to __________ or registered assigns,

the principal sum of __________________________________________________________ DOLLARS in installments on the dates and in the amounts as set forth in Schedule 1 hereto and made part hereof.

Interest Payment Dates: June 30 and December 30

Record Dates: June 15 and December 15

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Dated: __________

SOLAR STAR FUNDING, LLC
By:        Name:     Title:

This is one of the Notes referred to
in the within-mentioned Indenture:WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
By:     Authorized Signatory

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[Back of Regulation S Temporary Global Note]

3.95% Series B Senior Secured Notes due 2035

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)Interest. Solar Star Funding, LLC, a Delaware limited liability company (the “Issuer”), promises to pay or cause to be paid interest on the principal amount of this Note at 3.95% per annum from March 12, 2015 until maturity. The Issuer will pay interest, if any, semi-annually in arrears on June 30 and December 30 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that, if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be June 30, 2015. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful.

Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.

(2)Method of Payment. The Issuer will pay interest, and will make payments of principal in accordance with Schedule 1 hereto, on the Series B Notes (except defaulted interest), if any, to the Persons who are registered Holders at the close of business on the June 15 or December 15 next preceding the Interest Payment Date, even if such Series B Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest, if any, at the office or agency of the Paying Agent and Registrar within the City and State of New York, or, at the option of the Issuer, payment of interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, premium on, if any, and interest, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Issuer or the Paying Agent on or before

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the relevant record date. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3)Paying Agent and Registrar. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may change the Paying Agent or Registrar without prior notice to the Holders. The Issuer may act as Paying Agent or Registrar.

(4)Indenture and security documents. The Issuer issued the Notes under an Indenture dated as of June 27, 2013 (the “Base Indenture”) among the Issuer, the Guarantors named therein and the Trustee, as amended and supplemented by the First Supplemental Indenture dated as of March 12, 2015 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Issuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are secured obligations of the Issuer, secured on a first priority basis by a security interest in substantially all of the Issuer’s assets, pursuant to the Security Documents referred to in the Indenture. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder, subject however to the provisions of Section 4.09 of the Indenture.

(5)Optional Redemption.

(a)At any time prior to the Maturity Date the Issuer will have the right, at its option, to redeem any of the Notes, in whole at any time or in part from time to time prior to their maturity, on at least 30 days’ but not more than 60 days’ notice, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes being redeemed and (2) the sum of the present value of each remaining scheduled payment of principal and interest thereon (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points (the “Make-Whole Amount”), plus in each case accrued and unpaid interest, if any, on the principal amount of the Notes up to, but not including, the redemption date (subject to the right of the Holder on the relevant record date to receive interest due on the relevant interest payment date).

(b)Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(6)Notice of Redemption. At least 30 days but not more than 60 days before a redemption date, the Issuer will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Articles 8 or 11 thereof. Notes and portions of Notes selected will be in amounts of $100,000 or whole multiples of $1,000 in excess thereof; except that

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if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder shall be redeemed or purchased.

(7)No Sinking Fund. The Issuer is not required to make sinking fund payments with respect to the Notes.

(8)CHANGE OF CONTROL REPURCHASE AT THE OPTION OF HOLDER. Upon the occurrence of a Change of Control, each Holder will have the right to require the Issuer to repurchase all or a portion (equal to $100,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment”), (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date). Within 10 days following the date upon which a Change of Control has occurred, the Issuer will send, by first-class mail a notice describing the transaction or transactions that Constitute the Change of Control and setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(9)Mandatory Redemption.

(a)If:

(1)all or a portion of either Project is destroyed, condemned, seized or expropriated,

(2)the Obligors receive Loss Proceeds from insurance, indemnification, condemnation or otherwise as a result of such event noted above in excess of an amount equal to $15.0 million in the aggregate for both Projects, which amount shall have been deposited into the Loss Proceeds Account pursuant to Section 3.10 of the Depositary Agreement; and

(3)(a) the Issuer does not submit a Reinvestment Certificate within the later of (i) 90 days of the occurrence of such Loss Event and (ii) 60 days after the applicable Obligor(s) receive the applicable Loss Proceeds related to such Loss Event (or promptly upon the Issuer’s determination not to undertake any Restoration Work in connection with such Loss Event), (b) the Issuer fails to submit an acceptable Reinvestment Plan (as approved by the Required Lenders, which approval shall not be unreasonably withheld or delayed, in consultation with the Independent Engineer) within the same time period set forth in clause (a), (c) the applicable Obligor fails to undertake any Restoration Work to the extent required in accordance with the applicable Reinvestment Plan, (d) the applicable Obligor fails to complete such Restoration Work within 270 days following the occurrence of such Loss Event (provided that such period may be extended for an additional 180 days in the event the applicable Obligor(s) are using commercially reasonable efforts to complete such Restoration Work), or (e) upon completion of such Restoration Work, the amount of excess Loss Proceeds not needed for such purpose is greater than $15.0 million in the aggregate for both Projects;

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then, within five (5) Business Days thereof, or any other applicable event described in Section 3.10 of the Depositary Agreement pursuant to which Loss Proceeds are to be deposited into the Note Redemption Account pursuant to Section 3.10(b)(ii), (iii), (v) or 3.10(c)(ii) of the Depositary Agreement, the Issuer will direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such Loss Proceeds or such excess or remaining Loss Proceeds, as applicable, to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such Loss Proceeds or such excess or remaining Loss Proceeds, as applicable, to the LC Facility Prepayment Account, which amounts shall be used to redeem or prepay the maximum principal amount of Notes in accordance with the provisions set forth in Section 3.09 of the Indenture and, if required, outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses incurred in connection therewith) that may be redeemed or prepaid out of such Loss Proceeds or excess or remaining Loss Proceeds, as the case may be. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

(b)If a Title Event occurs, the applicable Obligor will use Title Event Proceeds to pay or reimburse costs and expenses necessary to remedy the applicable Title Event. Upon the completion of the effort to remedy any Title Event, if the amount of any excess Title Event Proceeds not needed for such purpose is in excess of $25.0 million in the aggregate for both Projects, the Issuer will, within five (5) Business Days following its delivery to the Trustee and the Collateral Agent of an Officer’s Certificate certifying, among other things, the result of the effort to remedy such Title Event, direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such excess Title Event Proceeds to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such excess Title Event Proceeds to the LC Facility Prepayment Account, which amounts shall be used to redeem the maximum principal amount of the Notes in accordance with the provisions set forth in Section 3.09 of the Indenture and, if required, prepay outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses incurred in connection therewith) that may be redeemed or prepaid out of such excess Title Event Proceeds. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

(c) If:

(1) the applicable Obligors receive any Performance LD Proceeds in excess of $25.0 million in the aggregate for both Projects; and

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(2)(a) the Issuer does not submit a Reinvestment Certificate within the 60 days after it receives such Performance LD Proceeds (or promptly upon the Issuer’s determination not to undertake any Performance LD Reinvestment Work with such Performance LD Proceeds), (b) the Issuer fails to submit an acceptable Reinvestment Plan (as approved by the Required Lenders, which approval shall not be unreasonably withheld or delayed, in consultation with the Independent Engineer) within the same time period set forth in clause (a), (c) the applicable Obligor fails to complete such Performance LD Reinvestment Work within 90 days following the receipt of such Performance LD Proceeds (provided that such period may be extended for an additional 60 days if the applicable Obligor(s) are using commercially reasonable efforts to complete such Performance LD Reinvestment Work), or (d) upon completion of any Performance LD Reinvestment Work, the amount of excess Performance LD Proceeds not needed for such purpose is greater than $25.0 million in the aggregate for both Projects;

then, within five (5) Business Days thereof or any other applicable event described in Section 3.11 of the Depositary Agreement pursuant to which Performance LD Proceeds are to be deposited into the Note Redemption Account pursuant to Section 3.11(b)(ii), (iv) or (vi) of the Depositary Agreement, the Issuer will direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such Performance LD Proceeds or such excess or remaining Performance LD Proceeds, as applicable, to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such Performance LD Proceeds or excess or remaining Performance LD Proceeds, as applicable, to the LC Facility Prepayment Account, which amounts shall be used to redeem or prepay the maximum principal amount of Notes in accordance with the provisions set forth in Section 3.09 of the Indenture and, if required, outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses incurred in connection therewith) that may be redeemed or prepaid out of such Performance LD Proceeds or excess or remaining Performance LD Proceeds, as the case may be. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

Notwithstanding the foregoing, if on the Commercial Operation Date, for the later of the Projects to achieve Commercial Operation, the Projects are capable of generating at least 500.00MW of electricity in the aggregate, the Issuer shall not be obligated to make such prepayment or redemption otherwise required pursuant to this clause (c) if it instead elects to be subject to the provisions of a Permitted Capacity Reduction, including the mandatory redemption required thereunder.

(d)If:

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(1) the Obligors receive any Project Contract Termination Proceeds in excess of $25.0 million in the aggregate for both Projects; and

(2)(a) the Issuer does not submit a Reinvestment Certificate within 60 days after it receives such Project Contract Termination Proceeds (or promptly upon the Issuer’s determination not to undertake any Project Contract Replacement Work with such Project Contract Termination Proceeds) or (b) upon completion of such Project Contract Replacement Work, the amount of excess Project Contract Termination Proceeds not needed for such purposes is greater than $25.0 million in the aggregate for both Projects;

then, within five (5) Business Days thereof or any other applicable event described in Section 3.11 of the Depositary Agreement pursuant to which Project Contract Termination Proceeds are deposited into the Note Redemption Account pursuant to Section 3.11(c)(ii) or (iv) of the Depositary Agreement, the Issuer will direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such Project Contract Termination Proceeds or such excess Project Contract Termination Proceeds, as applicable, to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such Project Contract Termination Proceeds or such excess Project Contract Termination Proceeds, as applicable, to the LC Facility Prepayment Account, which amounts shall be used to redeem or prepay the maximum principal amount of Notes in accordance with the provisions set forth under Section 3.09 of the Indenture and, if required, outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses incurred in connection therewith) that may be prepaid or redeemed out of such Project Contract Termination Proceeds or excess Project Contract Termination Proceeds, as the case may be. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

(e)In the event that, on any Quarterly Date, the conditions for making a Restricted Payment are not satisfied, remaining monies in the Distribution Suspense Account will not, except as indicated in the following sentences, be distributed therefrom until the conditions for making a Restricted Payment are satisfied. If such amounts have been on deposit in the Distribution Suspense Account longer than eight consecutive Quarterly Dates and the Issuer has not been permitted to make a Restricted Payment because the conditions for making such Restricted Payment have not been satisfied, within five Business Days following the eighth consecutive Quarterly Date, the Issuer, will direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such remaining monies to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such remaining monies to the LC Facility Prepayment Account, which amounts shall be used to redeem or prepay the maximum principal amount of Notes in accordance with

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the provisions set forth in Section 3.09 of the Indenture and, if required, outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be prepaid or redeemed out of such amounts remaining in the Distribution Suspense Account, provided that the Issuer shall be entitled to request that any such amounts may be applied instead to the payment of Project Costs (excluding costs described in clause 7(b) of the definition of Project Costs), operating expenses or other transaction costs. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

(f)In the event of: (i) any reduction to the Facility Capacity of a Project as a result of the Capacity Test under the EPC Contract for such Project of (ii) the occurrence at the Commercial Operation Date for such Project, of any situation that would otherwise require a Mandatory Redemption pursuant to Section 4.42 of the Indenture, such Facility Capacity may be reduced on such date in accordance with the terms of such EPC Contract and the PPA for such Project or as otherwise set forth herein and no breach or default under the Financing Documents or any relevant Major Project Contract shall be deemed to have occurred as a result of such reduction or the events giving rise thereto; provided, that, (a) within 30 days after the effective date of such reduction, the Issuer shall have delivered to the Collateral Agent and the Independent Engineer a certificate setting forth the aggregate principal amount of Notes (“Adjusted Senior Note Amount”) that could have been issued if such Notes had originally been issued with respect to the Project(s) at such reduced capacity, provided that the Projected Debt Service Coverage Ratio calculated after giving effect to such Project(s) capacity reduction and the Adjusted Senior Note Amount, shall equal or exceed the projected minimum Debt Service Coverage Ratios for each annual period during the projected period during the period covered by the Base Case Projections as set forth in the Base Case Projections (as certified by the Independent Engineer and set forth in Exhibit D to the Base Indenture), (b) within 60 days after the Issuer’s delivery of the certificate set forth in clause (a), the Issuer shall have redeemed Notes in the aggregate principal amount, if any, by which the then aggregate outstanding principal amount of Notes exceeds the Adjusted Senior Note Amount (the “Capacity Reduction Payment”), at a price equal to par, plus accrued and unpaid interest to the date of such redemption, if any, without premium or penalty, in accordance with the provisions set forth in Section 3.09 of the Indenture, (c) the Major Project Contracts otherwise remain in effect with respect to the Project(s) at such reduced capacity, (d) if applicable, all liquidated damages or other payments required to be paid by SunPower Corporation under the EPC Contract(s) in respect of such reduction in capacity have been paid and (e) if applicable, all payments required to be paid by the applicable Project Issuer under the PPAs have been paid.

(10)Denominations, Transfer, Exchange. The Notes are in registered form in denominations of $100,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The

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Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. Holders will be required to pay all taxes due upon transfer, unless the Issuer or any of its Affiliates is a party to the transfer. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date.

(11)Persons Deemed Owners. The registered Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture.

(12)Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture, the Notes or the Guarantee (with respect to the obligations of the Guarantors to the Holders) may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest, if any, on the Notes, except a payment default resulting from acceleration that has been cured) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of certificated Notes; to provide for the assumption of any Obligor’s obligations to Holders by a successor to the Issuer pursuant to the Indenture; to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any Holder; to conform the text of the Indenture, the Notes, the Guarantees or the Security Documents, to any provision of the “Description of the Notes” section of the Issuer’s Offering Memorandum dated March 4, 2015 relating to the initial offering of the Notes; to enter into additional or supplemental Security Documents; to release Collateral in accordance with the terms of the Indenture and the Security Documents, to provide for the issuance of Additional Notes (and the guarantee of such Notes pursuant to the Guarantee) in accordance with the limitations set forth in the Indenture; to allow for any Guarantor to execute a supplemental indenture with respect to the Notes; or to evidence the succession of a new Trustee under the Indenture.

(13)Defaults and Remedies. Each of the following is an Event of Default: (i) the Issuer fails to pay interest on any Note in accordance with the terms of this Indenture within five days after the same becomes due and payable; (ii) the Issuer fails to pay any principal or premium, if any, on any Note after the same becomes due and payable, whether by scheduled maturity, redemption, acceleration or otherwise, or the Issuer fails to offer to redeem or purchase the Notes when required to do so pursuant to Sections 3.09, 3.10, 3.11, 4.15, 4.40, 4.41, 4.42, 4.43 or 4.44 of the Indenture; (iii) any Obligor fails to perform or observe any of the other covenants under the Indenture or any Security Document (other than, in the case of any Security Document, covenants, the breach of which would not

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reasonably be expected to result in a Material Adverse Effect) and not otherwise specifically provided for elsewhere in the Indenture and does not cure such failure within 30 days after the earlier of its receipt of notice by the Trustee or the Holders of at least 25% of aggregate principal amount of the Notes then outstanding as a single class and its Actual Knowledge thereof; provided that such grace period may be extended to 90 days if such Obligor is taking action reasonably likely to cure such failure to perform; (iv) any Obligor is involved in a Bankruptcy Event; (v) any Obligor shall (a) default in the payment of any principal, interest or other amount when due and after the expiration of any applicable grace period, whether by acceleration or otherwise, in respect of any Obligations under the LC Facility or the Replacement LC Facility in principal amount of $10.0 million or more or (b) default in the performance or observance of any obligation or condition with respect to any other Indebtedness in an aggregate principal amount of $25.0 million or more and the effect of such default is to cause the acceleration of such amounts prior to scheduled maturity; (vi) a final judgment or judgments for the payment of money exceeding $25.0 million in the aggregate that are not covered by available insurance as acknowledged in writing by the provider of such insurance or as certified to the Trustee by an insurance consultant shall be entered against any Obligor by one or more courts, administrative tribunals or other bodies having jurisdiction over such Obligor and the same is not paid, discharged or stayed, or for which no bond is posted, for a period of 90 consecutive days after its entry; (vii) the occurrence of an Event of Abandonment continues for more than 30 consecutive days; (viii) subject to clause (ix) below, an event of default shall have occurred under any Major Project Contract other than the PPAs that could reasonably be expected to have a Material Adverse Effect and such event of default shall continue unremedied for a period equal to 60 days; provided, however, that (a) if (1) such event of default cannot be cured within such 60-day period, (2) such event of default is reasonably susceptible of cure within 120 days from such event of default, (3) the defaulting party is proceeding with all requisite diligence and in good faith to cure such failure, (4) such breach or default is the subject of a good faith dispute between the parties (and such parties are utilizing the appropriate dispute resolution procedures set forth in such Major Project Contract) and (5) an extension of such 60-day cure could not reasonably be expected to have a Material Adverse Effect, then the time within which such failure may be cured shall be extended to such date, not to exceed 90 days after the end of the initial 60-day period (for a total of 150 days), as shall be necessary for such party diligently to cure such failure; provided further, however, that notwithstanding the foregoing, the Obligors may replace a Major Project Contract other than the PPAs with a Replacement Project Contract within 120 days; (ix) (A) notwithstanding clause (viii) above, any Major Project Contract other than the PPAs shall terminate or otherwise cease to be valid and binding on any party thereto (except upon expiration in accordance with its terms or full performance by such party of its obligations thereunder and other than a termination of one or more LGIAs or the termination of the EPC Contracts in connection with which each of the Obligors shall have complied with the provisions of Section 3.10 hereof) unless (1) such Obligor replaces such Major Project Contract with a Replacement Project Contract within 120 days after such termination or cessation and (2) such Obligor shall have fully satisfied all of its obligations arising out of such termination or cessation within such 120-day period or (B) any Permit necessary to operate either Project substantially in accordance with the Project Contracts has been revoked or withdrawn where such

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revocation or withdrawal would reasonably be expected to have a Material Adverse Effect and no replacement Permit has been obtained within 60 days of such revocation or withdrawal; provided that if such replacement Permit cannot be obtained within such 60-day period then the time within which such replacement Permit may be obtained shall be extended to such date, not to exceed 30 days after the end of the initial 60-day period (for a total of 90 days) as long as diligent efforts are undertaken to obtain such replacement Permit; (x) subject to clause (xi) below, an event of default shall have occurred under either of the PPAs that could reasonably be expected to have a Material Adverse Effect and such event of default shall continue unremedied for a period equal to 30 days; provided, however, that (a) if (1) such event of default cannot be cured within such 30-day period, (2) such event of default is reasonably susceptible of cure within 90 days from such event of default, (3) the defaulting party is proceeding with all requisite diligence and in good faith to cure such failure, (4) such breach or default is the subject of a good faith dispute between the parties (and such parties are utilizing the appropriate dispute resolution procedures set forth in the applicable PPA) and (5) an extension of such 30-day cure could not reasonably be expected to have a Material Adverse Effect, then the time within which such failure may be cured shall be extended to such date, not to exceed 60 days after the end of the initial 30-day period (for a total of 90 days), as shall be necessary for such party diligently to cure such failure; provided further, however, that notwithstanding the foregoing, the applicable Obligor may replace a PPA with a Replacement Project Contract within 90 days; (xi) notwithstanding clause (x) above, any PPA shall terminate or otherwise cease to be valid and binding on any party thereto (except upon expiration in accordance with its terms or full performance by such party of its obligations thereunder) unless (a) the Obligors that are a party thereto replace such PPA(s) with a Replacement Project Contract within 90 days after such termination or cessation and (b) the Obligors that are a party thereto shall have fully satisfied all of their obligations arising out of such termination or cessation within such 90-day period; (xii) the Lien contained in the Indenture or any of the Security Documents ceases to be effective to grant a perfected Lien to the Collateral Agent on any material portion of the Collateral described therein with the priority purported to be created thereby and such effectiveness and perfection priority is not reinstated or the Obligors have not posted cash collateral to the Collateral Agent in an aggregate amount equal to the replacement value thereof, in each case within 30 days after the time of discovery thereof by such Obligor, except to the extent that any such loss of effectiveness results from the failure of the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Documents; (xiii) the Indenture, the Guarantee or any Security Document referenced in Section 6.01(m) of the Indenture is declared unenforceable by a Governmental Authority having jurisdiction over any party thereto or the subject matter thereof; (xiv) if, at any time following delivery by the Issuer of an ERISA Notice, (a) any Plan fails to satisfy the minimum funding standards of ERISA or the Internal Revenue Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under Section 412 of the Internal Revenue Code, (b) a notice of intent to terminate any Plan is or is reasonably expected to be filed with the PBGC or the PBGC institutes proceedings under Section 4042 of ERISA to terminate or appoint a trustee to administer any Plan or the PBGC notifies any Obligor that a Plan may become a subject of any such proceedings, (c) the aggregate “amount of unfunded benefit liabilities” (within

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the meaning of Section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, exceeds $10.0 million, (d) any Obligor incurs or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Internal Revenue Code relating to employee benefit plans, (e) any Obligor withdraws from any Multiemployer Plan in a complete withdrawal or a partial withdrawal, or (f) any Obligor establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of such Obligor thereunder; and any such event or events described in sub-clauses (xiv)(a) through (f) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; (xv) (a) failure by the Sponsor to contribute the Equity Contribution Amount when due and such failure continues for five Business Days or (b) the Sponsor fails to provide credit support for the obligations under the Equity Contribution Agreement, if required, and such failure continues for 30 days; and (xvi) failure to complete construction of generation capacity of at least 500 MW in the aggregate of the Projects on or before the latest “Commercial Operation Deadline” (as defined in the PPAs for each Project).

In the case of an Event of Default arising from a Bankruptcy Event with respect to any Obligor, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may require the Trustee to declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, including the limitations set forth in the Intercreditor Agreement, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or interest, if any,) if and so long as a committee of its Responsible Officers in good faith it determines that withholding notice is in the interests of the Holders. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration or waive an existing Default or Event of Default and its respective consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest, if any, on, the Notes (including in connection with an offer to purchase). The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

(14)Trustee Dealings with Obligors. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Obligors or their Affiliates, and may otherwise deal with the Obligors or their Affiliates, as if it were not the Trustee.

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(15)No Recourse Against Others. No past, present or future director, officer, employee or incorporator of any Obligor and no equityholder of an Obligor (including any owner of any membership interest in an Obligor), as such, will have any liability for any obligations of the Obligors under the Notes, the Indenture, the Security Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

(16)Authentication. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(17)Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(18)CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

(19)GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS NOTE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Solar Star Funding, LLC

c/o BHE Renewables, LLC

666 Grand Avenue, Suite 500

Des Moines, Iowa 50309-2580

Facsimile No.: (515) 281-2396

Attention: General Counsel

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee's soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint
to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date: _______________

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*: _________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.15 of the Indenture, check the box below:

If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.15 of the Indenture, state the amount you elect to have purchased:

$_______________

Date: _______________

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*: _________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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Schedule of Exchanges of Interests in the Regulation S Temporary Global Note

The following exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or exchanges of a part of another Restricted Global Note for an interest in this Regulation S Temporary Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount  of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian

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SCHEDULE 1

schedule of principal payments

The principal of the Series B Notes will be payable in semi-annual installments, commencing June 30, 2015, pro rata to the registered Holders thereof in accordance with the following schedule:

Payment Date	Percentage of Original Principal Amount Payable	Payment Date	Percentage of Original Principal Amount Payable
June 30, 2016	0.51055%	June 30, 2026	1.54780%
December 30, 2016	2.37126%	December 30, 2026	3.69767%
June 30, 2017	0.62914%	June 30, 2027	1.68139%
December 30, 2017	2.47975%	December 30, 2027	3.86658%
June 30, 2018	0.70176%	June 30, 2028	1.82094%
December 30, 2018	2.59679%	December 30, 2028	4.04172%
June 30, 2019	0.80960%	June 30, 2029	1.96967%
December 30, 2019	2.73694%	December 30, 2029	4.22333%
June 30, 2020	0.91237%	June 30, 2030	2.11675%
December 30, 2020	2.86502%	December 30, 2030	4.40507%
June 30, 2021	0.98779%	June 30, 2031	2.27631%
December 30, 2021	2.98894%	December 30, 2031	4.60000%
June 30, 2022	1.10868%	June 30, 2032	2.44086%
December 30, 2022	3.14561%	December 30, 2032	4.80197%
June 30, 2023	1.23197%	June 30, 2033	2.61608%
December 30, 2023	3.30790%	December 30, 2033	5.01179%
June 30, 2024	1.36322%	June 30, 2034	2.79683%
December 30, 2024	3.47656%	December 30, 2034	5.22919%
June 30, 2025	1.49410%	June 30, 2035	1.52212%
December 30, 2025	3.61598%

This Schedule 1 shall be adjusted in the event of any redemption or purchase of the Series B Notes in part.

A2-18

NY\6911252.7

EX-4.2

EXHIBIT 4.2

ALTALINK INVESTMENTS, L.P.

CAPITAL MARKETS PLATFORM

Series 15-1 Supplemental Indenture

Dated as of March 6, 2015

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION	2
1.1 Interpretation	2
1.2 Definitions	2
ARTICLE 2 TERMS OF SERIES 15-1 SENIOR BONDS	4
2.1 Terms of Series 15-1 Senior Bonds	4
2.2 Payment of Interest on Series 15-1 Senior Bonds	5
2.3 Issue of Series 15-1 Senior Bonds	5
2.4 Redemption of Series 15-1 Senior Bonds	6
2.5 Place of Redemption	6
2.6 Redemption in Part	6
2.7 Applicable Provisions	7
2.8 Negative Pledge	7
ARTICLE 3 ADDITIONAL COVENANTS	6
3.1 Use of Proceeds	6
3.2 Limitation on Additional Indebtedness	7
3.3 Limitation on Permitted Payments	7
3.4 Rating	8
ARTICLE 4 TAX COVENANTS	8
4.1 Withholding Tax	8
ARTICLE 5 OTHER MATTERS RELATING TO THE SENIOR BONDS	9
5.1 No Notice of Trusts or Equities	9
5.2 Record Date	9
5.3 Paying Agent	9
5.4 Calculation of Interest	9
ARTICLE 6 CONFIRMATION OF MASTER INDENTURE	9
6.1 Confirmation of Master Indenture	9
ARTICLE 7 ACKNOWLEDGEMENT	10
7.1 Acknowledgement	10
ARTICLE 8 ACCEPTANCE OF TRUST BY TRUSTEE	10
8.1 Acceptance of Trustee	10
ARTICLE 9 ACCOUNTING TERMS	10
9.1 Accounting Terms	10
ARTICLE 10 EXECUTION	10
10.1 Counterparts	10
10.2 Formal Date	10
10.3 Governing Law	10

ALTALINK INVESTMENTS, L.P.

SERIES 15-1 SUPPLEMENTAL INDENTURE

CAPITAL MARKETS PLATFORM SENIOR BONDS

THIS SERIES 15-1 SUPPLEMENTAL INDENTURE dated as of the 6^th day of March, 2015.

BETWEEN:

ALTALINK INVESTMENT MANAGEMENT LTD., as general partner of ALTALINK INVESTMENTS, L.P., a limited partnership created pursuant to the laws of the Province of Alberta

(hereinafter called the “Issuer”)

OF THE FIRST PART

- and -

ALTALINK INVESTMENT MANAGEMENT LTD., a corporation incorporated under the laws of the Province of Alberta

(the “General Partner”)

OF THE SECOND PART

- and -

BNY TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada and authorized to carry on the business of a trust company in all of the provinces and territories of Canada

(hereinafter called the “Trustee”)

OF THE THIRD PART

WHEREAS by a trust indenture dated as of November 21, 2005 between the Issuer, the General Partner and the Trustee (the “Master Indenture”) provision was made for the issuance of Senior Bonds of the Issuer in one or more Series, unlimited as to aggregate principal amount but issuable only upon the terms and subject to the conditions therein provided;

AND WHEREAS the Issuer has agreed to create and issue pursuant to the Master Indenture and this Supplemental Indenture, Senior Bonds, Series 15-1 due on March 7, 2022 (the “Series 15-1 Senior Bonds”);

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AND WHEREAS the Issuer wishes to apply the net proceeds of the Series 15-1 Senior Bonds in accordance with the terms of Section 3.1 hereof;

AND WHEREAS this Supplemental Indenture is executed pursuant to all necessary authorizations and resolutions of the Issuer to authorize the creation, issuance and delivery of the Series 15-1 Senior Bonds and to establish the terms, provisions and conditions thereof;

AND WHEREAS this Supplemental Indenture is hereinafter sometimes referred to as the “Series 15-1 Supplemental Indenture”;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Issuer and not the Trustee.

NOW THEREFORE THIS INDENTURE WITNESSES that in consideration of the premises, the covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Interpretation

This Series 15-1 Supplemental Indenture is supplemental to the Master Indenture and shall be read in conjunction therewith. Except only insofar as the Master Indenture may be inconsistent with the express provisions of this Series 15-1 Supplemental Indenture, in which case the terms of this Series 15-1 Supplemental Indenture shall govern and supersede those contained in the Master Indenture only to the extent of such inconsistency, this Series 15-1 Supplemental Indenture shall henceforth have effect so far as practicable as if all the provisions of the Master Indenture and this Series 15-1 Supplemental Indenture were contained in one instrument. The expressions used in this Series 15-1 Supplemental Indenture and in the Series 15-1 Senior Bonds which are defined in the Master Indenture shall, except as otherwise provided herein, have the meanings ascribed to them in the Master Indenture. Unless otherwise stated, any reference in this Series 15-1 Supplemental Indenture to an Article, Section or Schedule shall be interpreted as a reference to the stated Article, Section of, or Schedule to, this Series 15-1 Supplemental Indenture.

1.2 Definitions

In this Series 15-1 Supplemental Indenture:

“AILP Bank Facility” means the revolving term credit facility established pursuant to the AILP Credit Agreement having a maximum principal amount of $300 million;

“AILP Credit Agreement” the amended and restated credit agreement dated December 14, 2011, as subsequently amended, between the Issuer, the General Partner, Royal Bank of Canada (as lender and agent of all other lenders) and all other lenders who become parties to the AILP Credit Agreement, whereby the specific terms and conditions of the AILP Bank Facility are determined;

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“Canada Yield Price” means the price which will provide a yield to maturity of a Series 15-1 Senior Bond equal to the average of the mid-market yields to maturity calculated by two Investment Dealers selected by the Issuer on the Business Day preceding the day on which the notice of redemption of such Series 15-1 Senior Bond is given of a Government of Canada bond if issued with the same term to maturity (calculated from the Redemption Date) plus 0.305%;

“Construction Debt” means, at any time, on a consolidated basis, Indebtedness incurred to fund the construction of any asset required by the Issuer for the Business including the costs to purchase any related equipment provided that such asset and equipment will form part of the rate base regulated by the Alberta Utilities Commission;

“Depository” means, with respect to Bonds of any Series issuable in whole or in part in the form of one or more Global Bonds, a clearing agency (registered, if required, under the securities legislation governing such Series) that is designated to act as depository for such Bonds pursuant to the provisions of the Supplemental Indenture authorizing such Series of Bonds;

“EBITDA” means at any time, on a consolidated basis, in respect of any fiscal period, the consolidated net income of the Issuer in such fiscal period excluding any amounts related to depreciation, amortization and all non-cash charges, interest, allowance for debt funds used during construction, gain or loss on sale of assets, extraordinary items, and income taxes, all determined in accordance with GAAP;

“Funded Debt” means, at any time, on a consolidated basis, the Indebtedness and any other obligations of the Issuer which are considered to constitute debt in accordance with GAAP (but excluding Construction Debt) after deducting cash and cash equivalents therefrom, including indebtedness for borrowed money, interest bearing liabilities, indebtedness secured by Purchase Money Obligations and the redemption price of any securities issued by the Issuer having attributes substantially similar to debt (such as securities which are redeemable at the option of the holder); but excluding accounts payable and other short term non-interest bearing liabilities, regulatory liabilities, asset retirement obligations, future income taxes (both current and long-term) and Subordinated Debt;

“Funded Debt Service” means, at any time, on a consolidated basis, (i) the aggregate amount of interest and other fees and expenses paid in respect of Funded Debt in respect of the immediately preceding twelve (12) month period plus, (ii) the aggregate amount of payments (except with respect to any principal portion thereof) which are scheduled to be made in respect of capital leases in the following twelve (12) month period;

“Global Series 15-1 Senior Bond” has the meaning set forth in Section 2.1 hereof;

“Interest Payment Date” has the meaning set forth in Section 2.1 hereof;

“Interest Rate” has the meaning set forth in Section 2.1 hereof;

“Paying Agent” has the meaning set forth in Section 5.3 hereof;

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“Redemption Date” means the date fixed for redemption of Series 15-1 Senior Bonds as specified in the applicable notice of redemption to the holder(s) of Series 15-1 Senior Bonds to be redeemed (or to the Depository in the case of Series 15-1 Senior Bonds represented by a Global Series 15-1 Senior Bond) pursuant to Subsection 2.4(a) or (b) as the case may be;

“Redemption Price” means:

(i) in the case of a redemption of Series 15-1 Senior Bonds pursuant to Subsection 2.4(a) hereof, the higher of the Canada Yield Price and the principal amount of the Series 15-1 Senior Bonds to be redeemed, together, in either case, with accrued and unpaid interest to but excluding the Redemption Date; or

(ii) in the case of a redemption of Series 15-1 Senior Bonds pursuant to Subsection 2.4(b) hereof, the principal amount of the Series 15-1 Senior Bonds to be redeemed plus accrued and unpaid interest to but excluding the Redemption Date; and

“Series 15-1 Senior Bonds” means the Series of Senior Bonds issued pursuant to the Master Indenture and this Series 15-1 Supplemental Indenture.

ARTICLE 2TERMS OF SERIES 15-1 SENIOR BONDS

2.1 Terms of Series 15-1 Senior Bonds

The Series 15-1 Senior Bonds authorized to be issued pursuant to the Master Indenture and under this Series 15-1 Supplemental Indenture shall consist of and be limited to Cdn. $200,000,000.00 principal amount and shall be designated as Series 15-1 Senior Bonds due March 7, 2022 and shall be referred to herein as the “Series 15-1 Senior Bonds”. The Series 15-1 Senior Bonds shall be dated as of March 6, 2015, shall mature on March 7, 2022 and shall bear interest from and including March 6, 2015 at 2.244% per annum (for the Series 15-1 Senior Bonds such rate is the “Interest Rate”), payable semi-annually on March 7 and September 7 of each year (for the Series 15-1 Senior Bonds, each such date is an “Interest Payment Date”), commencing on September 7, 2015 after as well as before maturity and after as well as before default and judgment, with interest on amounts in default at the same rate.

The Series 15-1 Senior Bonds shall be issued as a registered Senior Bond initially in the form of a Global Bond (“Global Series 15-1 Senior Bond”) registered in the name of a Depository (being, initially, CDS & Co. as nominee of CDS Clearing and Depository Services Inc.) and held by that Depository in the form appended as Schedule “A” hereto. The provisions of Article 3 of the Master Indenture shall apply to the issuance and administration of such Global Series 15-1 Senior Bond. The Series 15-1 Senior Bonds are Obligation Bonds and Senior Bonds of the Issuer and are unsecured.

If certified Series 15-1 Senior Bonds are to be registered in the name of a person other than the Depository, or its nominee, in exchange for the Global Series 15-1 Senior Bond in accordance with the terms of the Master Indenture, the Issuer shall supply the Trustee with a sufficient number of

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certificates substantially in the form determined by the Issuer which shall contain the appropriate conditions of such Series 15-1 Senior Bonds as described herein, with the signatures of two Authorized Officers printed, engraved, lithographed or otherwise mechanically reproduced thereon, to facilitate all subsequent exchanges, transfers and replacement of Series 15-1 Senior Bonds.

2.2 Payment of Interest on Series 15-1 Senior Bonds

The Issuer and the Trustee, as Paying Agent for the Series 15-1 Senior Bonds, acknowledge and agree that, in respect of any Series 15-1 Senior Bonds that are represented by a Global Series 15-1 Senior Bond, interest is payable on the Series 15-1 Senior Bonds as contemplated herein. The Issuer is responsible for ensuring that sufficient funds are available in an account with, and maintained by the Depository no later than 11:00 a.m. (Toronto time) on the Interest Payment Dates. However, the Trustee, as Paying Agent, and the Issuer acknowledge and agree that, in respect of the Series 15-1 Senior Bonds that are represented by a Global Series 15-1 Senior Bond registered in the name of a Depository and interests in the Series 15-1 Senior Bonds underlying such Global Senior Bond are represented within the Depository’s system through book entry accounts of participants, the applicable interest amount is payable to the Depository and the Issuer or the Trustee, as Paying Agent, may make payment thereof by electronic funds transfer to the Depository, to such account as the Depository may direct, no later than 11:00 a.m. (Toronto Time) on the applicable Interest Payment Date, or by an alternate method of payment acceptable to the Depository, the Issuer and the Trustee (as Paying Agent), for distribution to the holders of Series 15-1 Senior Bonds underlying the Global Series 15-1 Senior Bond. If these payment methods are not available to the Issuer, and provided that the Depository has not given notification to the contrary, the Issuer or the Trustee, as Paying Agent, may make payment by cheque payable to the Depository (which may be post-dated to the applicable Interest Payment Date) and delivered to the Depository at least five Business Days prior to the applicable Interest Payment Date. The electronic transfer of funds or effecting payment by such other means, such as delivery of such cheque (in which case payment is to be made in a manner whereby the holder receives credit or such payment on the applicable Interest Payment Date), satisfies and discharges the liability for the accrued interest on the Outstanding Principal Amount of the Series 15-1 Senior Bonds represented by the Global Series 15-1 Senior Bond to the extent of the sum represented thereby unless, in the case of payment by cheque, the same is not paid on presentation. In all other cases, interest is payable on the Series 15-1 Senior Bonds in accordance with the Master Indenture. Payment of any funds by the Trustee, as Paying Agent, to the Depository or otherwise in connection with the Issuer’s payment of interest, in whole or in part, on the Series 15-1 Senior Bonds is made on behalf of the Issuer.

2.3 Issue of Series 15-1 Senior Bonds

Series 15-1 Senior Bonds, or a Global Series 15-1 Senior Bond representing one or more Series 15-1 Senior Bonds, up to the aggregate principal amount of $200,000,000.00 shall forthwith be duly executed by the Issuer in accordance with the Master Indenture and this Series 15-1 Supplemental Indenture and delivered to the Trustee, and shall thereupon be certified by or on behalf of the Trustee and delivered to or to the order of the Issuer upon the written direction of the Issuer, without the Trustee receiving any consideration therefor, but only upon receipt by the Trustee of such written certification along with delivery of the documents referred to in the Master Indenture.

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2.4 Redemption of Series 15-1 Senior Bonds

(a) Prior to December 7, 2021, the Series 15-1 Senior Bonds are redeemable, at the Issuer’s option, in whole or in part at any time and from time to time, on not more than 60 and not less than 30 days’ notice prior to the Redemption Date specified in such notice to the holder(s) of the Series 15-1 Senior Bonds to be redeemed (or to the Depository in the case of Series 15-1 Senior Bonds represented by a Global Series 15-1 Senior Bond), at the applicable Redemption Price thereof.

(b) On or after December 7, 2021 (three months prior to the maturity date of the Series 15-1 Senior Bonds), the Series 15-1 Senior Bonds are redeemable, in whole or in part, at the Issuer’s option, at any time prior to maturity, on not more than 60 and not less than 30 days’ notice prior to the Redemption Date specified in such notice to the holder(s) of the Series 15-1 Senior Bonds to be redeemed (or the Depository in the case of Series 15-1 Senior Bonds represented by a Global Series 15-1 Senior Bond), which redemption notice may be given prior to December 7, 2021, at the applicable Redemption Price thereof.

2.5 Place of Redemption

The place where the Series 15-1 Senior Bonds to be redeemed are to be surrendered for payment of the Redemption Price shall be at the principal office of the Trustee in Toronto, Ontario. However, the Trustee and the Issuer acknowledge and agree that, in respect of any of the Series 15-1 Senior Bonds that are represented by a Global Series 15-1 Senior Bond registered in the name of a Depository , and interests in the Series 15-1 Senior Bonds underlying such Global Senior Bond are represented within the Depository system through book entry accounts of participants, the applicable Redemption Price is payable to the Depository and the Issuer or the Trustee may make payment thereof by electronic funds transfer to the Depository , to such account as the Depository may direct, no later than 11:00 a.m. (Toronto Time) on the applicable Redemption Date, or by an alternate method of payment acceptable to the Depository, the Issuer and the Trustee, for distribution to the holders of Series 15-1 Senior Bonds underlying the Global Series 15-1 Senior Bond which are being redeemed. If these payment methods are not available to the Issuer, and provided that the Depository has not given notification to the contrary, the Issuer or the Trustee may make payment by cheque payable to the Depository (which may be post-dated to the applicable Redemption Date) and delivered to the Depository at least two Business Days prior to the applicable Redemption Date. The electronic transfer of funds or effecting payment by such other means, such as delivery of such cheque (in which case payment is to be made in a manner whereby the holder receives credit or such payment on the Redemption Date), satisfies and discharges the liability for the Redemption Price for those Series 15-1 Senior Bonds represented by the Global Series 15-1 Senior Bond to the extent of the sum represented thereby unless, in the case of payment by cheque, the same is not paid on presentation.

2.6 Redemption in Part

Where the Issuer has elected under Subsection 2.4 to redeem Series 15-1 Senior Bonds only in part, each Series 15-1 Senior Bond will be redeemed in part, pro rata, and the Issuer will issue new Series 15-1 Senior Bonds to the holders thereof as contemplated by Section 3.21 of the Master Indenture.

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2.7 Applicable Provisions

Save as set out in this Article 2 to the contrary, the redemption of any Series 15-1 Senior Bonds under the optional redemption feature in this Supplemental Indenture shall be conducted in accordance with Sections 3.16 to 3.22 of the Master Indenture.

2.8 Negative Pledge

Save and except for Permitted Encumbrances, the Issuer will not create, assume or suffer to exist any Security Interest on any of its assets, whether now owned or hereafter acquired, unless at the same time it shall secure the Series 15-1 Senior Bonds then outstanding on a pari passu basis.

ARTICLE 3ADDITIONAL COVENANTS

3.1 Use of Proceeds

The net proceeds of the Series 15-1 Senior Bonds shall be used by the Issuer to repay all Indebtedness outstanding under the AILP Bank Facility, to make additional limited partner capital contributions to AltaLink, L.P. (“ALP”), whereupon such funds may be used by ALP to repay indebtedness outstanding under ALP’s commercial paper program, the ALP $75 Million Revolving Credit Facility or ALP $925 Million Revolving Credit Facility, and for working capital purposes.

3.2 Limitation on Additional Indebtedness

Notwithstanding anything in the Master Indenture to the contrary, the Issuer will not directly or indirectly, nor will it allow any Subsidiary to directly or indirectly, Guarantee, incur, issue or become liable for or in respect of any additional Indebtedness unless:

(a) no Default or Event of Default has occurred and is continuing under the Master Indenture or any Supplemental Indenture on that date;

(b) during the prior four (4) fiscal quarters of the Issuer, the ratio of EBITDA of the Issuer to Funded Debt Service was equal to or greater than 2.25:1.0; and

(c) the Issuer delivers to the Trustee an Officer’s Certificate certifying as to the matter in Paragraphs (a) and (b) above.

This Section 3.2 does not apply to ALP notwithstanding that it is a Subsidiary.

3.3 Limitation on Permitted Payments

Notwithstanding anything in Section 4.1 of the Master Indenture to the contrary, the Issuer will not make any Permitted Payments unless:

(a) no Default or Event of Default has occurred and is continuing under the Master Indenture or any Supplemental Indenture on that date;

8

(b) after giving effect to the proposed Permitted Payment, the ratio of EBITDA of the Issuer calculated on a pro-forma basis for the next twelve (12) months to Funded Debt Service for such period will equal or exceed 2.5:1.0; and

(c) the Issuer delivers to the Trustee an Officer’s Certificate certifying as to the matter in Paragraphs (a) and (b) above.

3.4 Rating

The Issuer shall maintain a rating on the Series 15-1 Senior Bonds by at least one of the Rating Agencies.

ARTICLE 4TAX COVENANTS

4.1 Withholding Tax

If the Issuer is required to make any payment to any Governmental Authority in connection with or due to the application of any withholding tax or similar tax or rate to any payment made or due to be made pursuant to this Indenture (the “Required Amount”), then the Issuer:

(a) if it is necessary for the Issuer to identify the beneficial ownership of a Senior Bond it shall consult with such person as may be required in order to determine the beneficial ownership of the Series 15-1 Senior Bonds for the purpose of determining the appropriate rate of withholding, including the availability of any reduction in withholding pursuant to an applicable tax treaty;

(b) may, if appropriate, deduct and withhold the Required Amount from payments made or due under this Indenture;

(c) shall, if it deducts and withholds the Required Amount, remit the Required Amount to the relevant Governmental Authority within the time required by applicable law;

(d) shall, if it deducts and withholds the Required Amount, promptly forward to a Senior Bondholder a certified copy of the official receipt or other documentation satisfactory to the Trustee evidencing the payment of the Required Amount to such Governmental Authority; and

(e) shall not be responsible to increase or “gross up” any payment to any Senior Bondholder or to the Trustee on behalf of any Senior Bondholder and shall be entitled to reduce the amount of each such payment by the Required Amount, if the Issuer has deducted and withheld the Required Amount, and the payment made to any Senior Bondholder or Trustee on behalf of any Senior Bondholder shall be deemed to have been made in full.

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ARTICLE 5OTHER MATTERS RELATING TO THE SENIOR BONDS

5.1 No Notice of Trusts or Equities

Neither the Issuer nor the Trustee nor any of their respective directors, officers or employees shall be bound to see to the execution of any trust affecting the ownership of any Series 15-1 Senior Bond or be affected by notice of any equity that may be subsisting in respect thereof.

5.2 Record Date

The record date for purposes of payment of principal, Redemption Price and interest on the Series 15-1 Senior Bonds is as of 11:00 a.m. (Toronto time) on the date that is three (3) Business Days prior to the maturity date, any Redemption Date or any Interest Payment Date, as applicable, for such Series 15-1 Senior Bonds. Principal of, Redemption Price and interest on such Series 15-1 Senior Bonds are payable to the Person registered in the register on the relevant record date as the holder of such Series 15-1 Senior Bonds. Where any of the Series 15-1 Senior Bonds are represented by a Global Series 15-1 Senior Bond registered in the name of a Depository, and interests in the Series 15-1 Senior Bonds underlying such Global Series 15-1 Senior Bond are represented within the depository system through book entry accounts of participants, the record date is intended to identify the entitlements of such participants, rather than the Depository, to the payment to be made on the ensuing payment date. The Trustee shall not be required to register any transfer or exchange of such Series 15-1 Senior Bonds during the period after any record date to the corresponding payment date.

5.3 Paying Agent

The paying agent for the Series 15-1 Senior Bonds is the Trustee at its principal office in Toronto, Ontario (the “Paying Agent”).

5.4 Calculation of Interest

Whenever it is necessary to calculate any amount of interest in respect of the Series 15-1 Senior Bonds for a period of less than one (1) full year, such interest shall be calculated on the basis of the number of days in the period and a year of three hundred and sixty-five (365) days, or if such period falls entirely within a leap year, three hundred and sixty-six (366) days. The number of days in any period for which interest on Series 15-1 Senior Bonds accrues and is to be paid is counted from and including the first day in such period to but excluding the applicable Interest Payment Date, Redemption Date or date of maturity, as applicable.

ARTICLE 6CONFIRMATION OF MASTER INDENTURE

6.1 Confirmation of Master Indenture

The Master Indenture, as supplemented to the date hereof and as further supplemented by this Supplemental Indenture, shall be and continue in full force and effect and is hereby confirmed.

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ARTICLE 7ACKNOWLEDGEMENT

7.1 Acknowledgement

The Issuer is a limited partnership formed under the Partnership Act (Alberta), a limited partner of which is only liable for any of its liabilities or any of its losses to the extent of the amount that such limited partner has contributed or agreed to contribute to its capital and such limited partner’s pro rata share of any undistributed income.

ARTICLE 8ACCEPTANCE OF TRUST BY TRUSTEE

8.1 Acceptance of Trustee

This Trustee hereby accepts the trusts in this Supplemental Indenture declared and provided and agrees to perform the same upon the terms and conditions contained herein.

ARTICLE 9ACCOUNTING TERMS

9.1 Accounting Terms

Unless otherwise specified all accounting terms used herein shall be construed in accordance with GAAP as now or hereafter established by International Financial Reporting Standards, in each case consistently applied by the Issuer, and all financial data submitted pursuant to this Series 15-1 Supplemental Indenture shall be prepared in accordance with such principles. Notwithstanding the foregoing, the provisions of Section 1.10(a) of the Master Indenture with respect to changes in accounting principles, shall continue in full force and effect and are hereby confirmed.

ARTICLE 10EXECUTION

10.1 Counterparts

This Supplemental Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

10.2 Formal Date

For the purposes of convenience, this Supplemental Indenture may be referred to as bearing a formal date of March 6, 2015 irrespective of the actual date of execution hereof.

10.3 Governing Law

This Supplemental Indenture shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

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IN WITNESS OF WHICH the parties hereto have executed these presents under their respective corporate seals and the hands of their proper officers in that behalf.

	ALTALINK INVESTMENT MANAGEMENT LTD., as general partner of ALTALINK INVESTMENTS, L.P.
Per:	/s/ Calvin Haack
	Name: Calvin Haack
	Title: President
Per:	/s/ Jeff Austin
	Name: Jeff Austin
	Title: Treasurer
	ALTALINK INVESTMENT MANAGEMENT LTD.
Per:	/s/ Calvin Haack
	Name: Calvin Haack
	Title: President
Per:	/s/ Jeff Austin
	Name: Jeff Austin
	Title: Treasurer
	BNY TRUST COMPANY OF CANADA
Per:	/s/ J. Steven Broude
	Name: J. Steven Broude
	Title: Authorized Signatory

SCHEDULE “A”

Form of Series 15-1 Senior Bonds

CUSIP Number: 02137PAE6
ISIN Number: CA02137PAE66 No. 1

THIS BOND IS A GLOBAL BOND WITHIN THE MEANING OF THE MASTER INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS BOND MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A BOND REGISTERED, AND NO TRANSFER OF THIS BOND IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE MASTER INDENTURE

This Bond is a global Senior Bond, Series 15-1 (“Global Series 15-1 Senior Bond”) of AltaLink Investments, L.P. and registered in the name of CDS Clearing and Depository Services Inc. or its nominee.

Unless this certificate is presented by an authorized representative of CDS Clearing and Depository Services Inc. (“CDS”) to AltaLink Investments, L.P. (the “Issuer”) or its agent for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered in the name of CDS & CO., or in such other name as is requested by an authorized representative of CDS (and any payment is made to CDS & CO. or to such other entity as is requested by an authorized representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holder hereof, CDS & CO., has a property interest in the securities represented by this certificate herein and it is a violation of its rights for another person to hold, transfer or deal with this certificate.

Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is four (4) months and a day after the later of (i) March 6, 2015, and (ii) the date the Issuer became a reporting issuer in any province or territory.

ALTALINK INVESTMENTS, L.P.

(a limited partnership formed under the laws of Alberta)

CAPITAL MARKETS PLATFORM BOND

Series 15-1 due March 7, 2022 – 2.244% $200,000,000.00

ALTALINK INVESTMENT MANAGEMENT LTD. as general partner of ALTALINK INVESTMENTS, L.P., for the value received, hereby acknowledges itself indebted and promises to pay to CDS under its nominee, CDS & CO. (the “Depository”) on March 7, 2022 (or on such earlier date as the principal sum or any part thereof shall be due or payable in accordance with the terms hereof) the sum of

-2-

TWOHUNDRED MILLION DOLLARS

($200,000,000.00)

in lawful money of Canada upon presentation and surrender of this Global Series 15-1 Senior Bond at the principal office of BNY Trust Company of Canada (the “Trustee”) in the City of Toronto, Ontario, and to pay interest thereon on each Interest Payment Date prior to maturity (or, if not a Business Day, on the immediately following Business Day) in like money, such interest to accrue at the Interest Rate (as applicable to Series 15-1 Senior Bonds), with interest on any amounts in default at the Interest Rate in like money. As interest on this Global Series 15-1 Senior Bond becomes due, the Issuer or the Trustee, upon receipt of sufficient funds from the Issuer, (except in case of payment at maturity or on redemption at which time payment of interest may be made upon surrender of this Global Series 15-1 Senior Bond) shall make payment thereof by electronic funds transfer to the Depository, to such account as the Depository may direct, no later than 11:00 a.m. (Toronto time) on the Interest Payment Date, or by an alternate method of payment acceptable to the Depository, the Issuer and the Trustee, for distribution to the holders of interests in this Global Series 15-1 Senior Bond as indicated in the records of the Depository. If these payment methods are not available to the Issuer, and provided that the Depository has not given notification to the contrary, the Issuer or the Trustee may make payment by cheque payable to the Depository (which may be post-dated to the applicable Interest Payment Date) and delivered to CDS at least five (5) Business Days prior to the Interest Payment Date. The electronic transfer of funds or effecting payment by such other means, such as delivery of such cheque (in which case payment is to be made in a manner whereby the holder receives credit or such payment on the Interest Payment Date), satisfies and discharges the liability for interest upon this Global Series 15-1 Senior Bond to the extent of the sum represented thereby unless, in the case of payment by cheque, the same is not paid on presentation.

This Global Series 15-1 Senior Bond is one of a duly authorized Series of AltaLink Investments, L.P. Capital Markets Platform Bonds, issued pursuant to a trust indenture dated as of November 21, 2005 between the Issuer, the General Partner and the Trustee (the “Master Indenture”), and a supplemental indenture dated as of March 6, 2015 between the same parties (the “Series 15-1 Supplemental Indenture”). Unless otherwise defined, words and expressions used in this Global Series 15-1 Senior Bond have the meanings set forth in the Master Indenture and the Series 15-1 Supplemental Indenture.

Reference is hereby made to the Master Indenture and the Series 15-1 Supplemental Indenture, as to the rights of the holder of this Global Series 15-1 Senior Bond and the beneficial holders of Series 15-1 Senior Bonds represented hereby, the rights of the holders of Senior Bonds issued and to be issued under the Master Indenture and indentures supplemental thereto, and of the Issuer and of the Trustee in respect thereof and the terms and conditions upon which this Global Series 15-1 Senior Bond and additional Senior Bonds are issued or may hereafter be issued, all to the same effect as if the provisions of the Master Indenture and the Series 15-1 Supplemental Indenture were herein set forth, to all of which provisions the holder of this Global Series 15-1 Senior Bond assents by acceptance hereof.

Each of the Series 15-1 Senior Bonds represented by this Global Series 15-1 Senior Bond is issued in “book-entry only” form. Beneficial interests in the Senior 15-1 Senior Bond may be purchased or transferred through participants in the depository system of CDS such as investment dealers and financial institutions (“Participants”) and will be represented through book entry accounts, established and maintained by CDS in accordance with its participant agreement and service rules and procedures, for Participants which use CDS services and act on their own behalf or on behalf

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of beneficial owners of Series 15-1 Senior Bonds (who are clients or customers of the Participants) (“Book Entry Accounts”). Transfers of interests in the Series 15-1 Senior Bonds among Participants will be effected only through such Book Entry Accounts. Upon receipt of this Global Series 15-1 Senior Bond, CDS will credit the Book Entry Accounts of those Participants with interests in the Series 15-1 Senior Bonds represented hereby in accordance with written instructions received by or on behalf of the Issuer.

This Global Series 15-1 Senior Bond may only be transferred, upon compliance with the terms and conditions prescribed in the Master Indenture, on the register kept at the principal office of the Trustee in the City of Toronto, Ontario and at such other place or places (if any) or by such other registrar or registrars (if any) as the Issuer with the approval of the Trustee may designate, by the Depository, as registered holder hereof, or its executors, administrators or other legal representatives, or its attorney (duly appointed by a written instrument satisfactory in form and content to the Trustee or other registrar), and upon compliance with such reasonable requirements as the Trustee or other registrar may prescribe.

Except in limited circumstances, this Global Series 15-1 Senior Bond will remain in CDS’s custody until maturity, if applicable, or until none of the Series 15-1 Senior Bonds represented hereby is outstanding. No beneficial owner of Series 15-1 Senior Bonds represented by this Global Series 15-1 Senior Bond is entitled to receive a definitive certificate representing Series 15-1 Senior Bonds except in limited circumstances. The Issuer and Trustee acknowledge that CDS has no Bond and that neither the Participants nor beneficial owners of Series 15-1 Senior Bonds are deemed to have notice of the provisions of this Global Series 15-1 Senior Bond by reason of the delivery of this Global Series 15-1 Senior Bond to CDS or the Depository.

This Global Series 15-1 Senior Bond and the Series 15-1 Senior Bonds represented hereby, are unsecured Obligation Bonds and Senior Bonds of the Issuer and together with all other Senior Bonds issued and certified under the Master Indenture rank pari passu according to their terms without discrimination, preference or priority.

The right is reserved to the Issuer, subject to the terms and conditions set out in the Master Indenture and Series 15-1 Supplemental Indenture, to purchase Series 15-1 Senior Bonds at any time and from time to time in the open market, by tender or private contract.

The principal hereof may also become due or be declared due before stated maturity in the events, in the manner, with the effect and at the time set forth in the Master Indenture and the Series 15-1 Supplemental Indenture.

The Master Indenture contains provisions for the holding of meetings of holders of Senior Bonds and rendering resolutions passed at such meetings and instruments in writing signed by the holders of a specified majority of the Senior Bonds outstanding, binding upon holders of all Senior Bonds, subject to the provisions of the Master Indenture.

This Global Series 15-1 Senior Bond does not entitle the holder to any right or benefit under the Master Indenture or the Series 15-1 Supplemental Indenture nor is it valid or obligatory for any purpose until a certificate of authentication in respect of this Global Series 15-1 Senior Bond has been duly executed by the Trustee.

The Series 15-1 Senior Bonds represented by this Global Series 15-1 Senior Bond are subject to redemption prior to maturity, at the option of the Issuer, at the Redemption Price determined and paid in accordance with the Series 15-1 Supplemental Indenture. Upon a redemption of less than all the outstanding Series 15-1 Senior Bonds, the Issuer and the Trustee will certify and issue to

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CDS a replacement Global Series 15-1 Senior Bond, registered in the name of the Depository and substantially identical in form and content to this Global Series 15-1 Senior Bond, representing the principal balance of the outstanding Series 15-1 Senior Bonds (“Replacement Series 15-1 Senior Bond”). The Issuer and Trustee acknowledge that the number aggregate and principal amount of Series 15-1 Senior Bonds represented by the Replacement Series 15-1 Senior Bond, and the Book Accounts of Participants with interests in those Series 15-1 Senior Bonds, will be adjusted by CDS to account for such partial redemption.

IN WITNESS WHEREOF the Issuer has duly executed this Global Series 15-1 Senior Bond as of this 6^th day of March, 2015.

ALTALINK INVESTMENT MANAGEMENT LTD., as general partner of ALTALINK INVESTMENTS, L.P.
By:
	Name: Robert W. Schmidt
	Title: Vice President, Finance

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TRUSTEE’S CERTIFICATE

This AltaLink Investments, L.P. Capital Markets Platform Bond is one of the Bonds referred to in the Master Indenture within mentioned and is an Obligation Bond and Senior Bond issued under the Series 15-1 Supplemental Indenture within mentioned.

BNY TRUST COMPANY OF CANADA,

as Trustee

By:

(Form of Registration Panel)

(No writing hereon except by the Trustee or other registrar)

DATE OF REGISTRATION	IN WHOSE NAME REGISTERED	TRUSTEE (OR REGISTRAR
March 6, 2015	CDS & Co.	BNY Trust Company of Canada

EX-4.3

EXHIBIT 4.3

C L I F F O R D	CLIFFORD CHANCE LLP
C H A N C E

		EXECUTION VERSION
NORTHERN POWERGRID (YORKSHIRE) PLC £150,000,000 2.500 PER CENT. BONDS DUE 1 April 2025
	TRUST DEED

CONTENTS
Clause	Page
1. Interpretation	1
2. Amount of the Bonds and Covenant to Pay	5
3. Form and Issue of the Bonds	8
4. Stamp Duties and Taxes	10
5. The Trust Deed and the Bonds	11
6. Application of Moneys Received by the Trustee	11
7. Covenants by the Issuer	13
8. Remuneration and Indemnification of the Trustee	17
9. Provisions Supplemental to the Trustee Act 1925 and the Trustee Act 2000	19
10. Trustee Liable for Negligence	25
11. Consequential Loss	25
12. Waiver	26
13. Trustee not Precluded from Entering into Contracts	27
14. Modification and Substitution	27
15. Appointment, Retirement and Removal of the Trustee	28
16. Coupons	30
17. Currency Indemnity	30
18. Communications	31
19. Governing Law	32
20. Jurisdiction	32
21. Severability	32
22. Contracts (Rights of Third Parties) Act 1999	32
23. Counterparts	33
Schedule 1 Form of Temporary Global Bond	34
Schedule 2 Form of Permanent Global Bond	43
Schedule 3 Form of Definitive Bond	49
Schedule 4 Terms and Conditions of the Bonds	53
Schedule 5 Provisions for Meetings of Bondholders	72

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THIS TRUST DEED is made on 1 April 2015

BETWEEN:

(1) NORTHERN POWERGRID (YORKSHIRE) PLC (the "Issuer"), a public company incorporated in England and Wales with limited liability under registered number 04112320; and

(2) HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED (the "Trustee", which expression shall, where the content so admits, include all persons for the time being the trustee or trustees of this Trust Deed (as defined below)).

WHEREAS

(A) The Issuer has authorised the issue of £150,000,000 in aggregate principal amount of 2.500 per cent. fixed rate Bonds due 1 April 2025 to be constituted by this Trust Deed.

(B) The Trustee has agreed to act as trustee of this Trust Deed on the following terms and conditions.

NOW THIS DEED WITNESSES AND IT IS HEREBY DECLARED asfollows:

1. INTERPRETATION

1.1 Definitions

The following expressions shall have the following meanings:

"Auditors" means the auditors for the time being of the Issuer and, if there are joint auditors, means all or any one of such joint auditors or, in the event of any of them being unable or unwilling to carry out any action requested of them pursuant to this Trust Deed, means such other firm of chartered accountants in England as may be nominated in writing by the Trustee for the purpose;

"Authorised Signatory" means a director of the Issuer or any person in respect of whom the Issuer has supplied to the Trustee a copy, certified by a director or the secretary of the Issuer, to be a true copy and in full force and effect, of a resolution or resolutions of the board of directors (or a committee of the board of directors) of the Issuer, authorising such person to sign on behalf of the Issuer all such certificates and other documents as are referred to therein, together with a certified specimen signature of such person, and in respect of whom the Trustee has not received written notification from the Issuer, that such person has ceased to be so authorised;

"Bondholder" and (in relation to a Bond) "holder" means the bearer of a Bond;

"Bonds" means the £150,000,000 2.500 per cent. fixed rate Bonds due 1 April 2025 constituted by this Trust Deed and for the time being outstanding or, as the context may require, a specific number of them and includes the Temporary Global Bond (or any part thereof), the Permanent Global Bond (or any part thereof) and the Definitive Bonds (or any of them), including any replacement Definitive Bonds issued pursuant to Condition 13 (Replacement of Bonds and Coupons);

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"Clearstream, Luxembourg" means Clearstream Banking, société anonyme, Luxembourg;

"Code" means the U.S. Internal Revenue Code of 1986, as amended.

"Conditions" means the terms and conditions set out in Schedule 4 (Terms and Conditions of the Bonds) as modified, with respect to any Bonds represented by a Global Bond, by the provisions of such Global Bond and as from time to time modified in accordance with this Trust Deed and any reference to a particularly numbered Condition shall be construed accordingly;

"Couponholder" and (in relation to a Coupon) "holder" means the bearer of a Coupon;

"Coupons" means the bearer interest coupons appertaining to the Definitive Bonds in or substantially in the form set out in Schedule 3 (Form of Definitive Bond), or as the context may require, a specific number of them and includes any replacement Coupons issued pursuant to Condition 13 (Replacement of Bonds and Coupons);

"Definitive Bonds" means the Bonds in definitive form to be issued pursuant to, and in the circumstances specified in, Clause 3.3 (Exchange for Definitive Bonds), in or substantially in the form set out in Schedule 3 (Form of Definitive Bond), and includes any replacements therefor issued pursuant to Condition 13 (Replacement of Bonds and Coupons);

"Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear system;

"Event of Default" means any of the events set out in Condition 10 (Events of Default);

"Extraordinary Resolution" has the meaning set out in paragraph 1 of Schedule 5 (Provisions for Meetings of Bondholders);

"FATCA" means Sections 1471 to 1474 of the Code, any regulations thereunder or official interpretations thereof, an IGA or an agreement described in Section 1471(b) of the Code.

"FCA" means the Financial Conduct Authority in its capacity as competent authority under FSMA;

"FSMA" means the Financial Services and Markets Act 2000;

"Further Bonds" means all further bonds created and issued by the Issuer in accordance with Condition 17 (Further Bonds) and/or for the time being outstanding or, as the context may require, a specific proportion thereof;

"Global Bonds" means the Temporary Global Bond and the Permanent Global Bond and "Global Bond" means either of them;

"IGA" means an intergovernmental agreement between the United States and another jurisdiction to improve tax compliance and to implement FATCA.

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"outstanding" means, in relation to the Bonds, all the Bonds issued other than (a) those Bonds which have been redeemed in full and cancelled pursuant to Conditions 7 (Redemption and Purchase) or 11 (Restructuring Event) or otherwise pursuant to this Trust Deed; (b) those Bonds in respect of which the date for redemption in accordance with the Conditions has occurred and, in any such case, the redemption moneys for which (including all interest payable thereon) have been duly paid to the Trustee or to the Principal Paying Agent in the manner provided in the Paying Agency Agreement (and, where appropriate, notice to that effect has been given to the Bondholders in accordance with Condition 14 (Notices)) and remain available for payment against presentation of the relevant Bonds and/or Coupons; (c) those Bonds which have been purchased and surrendered for cancellation in accordance with Condition 7(e) (Cancellation); (d) those Bonds which have become void under Condition 9 (Prescription); (e) those mutilated or defaced Definitive Bonds which have been surrendered and cancelled and in respect of which replacements have been issued pursuant to Condition 13 (Replacement of Bonds and Coupons); (f) (for the purpose only of ascertaining the amount of Bonds outstanding and without prejudice to the status for any other purpose of the relevant Bonds) those Definitive Bonds which are alleged to have been lost, stolen or destroyed and in respect of which replacements have been issued pursuant to Condition 13 (Replacement of Bonds and Coupons); (g) the Temporary Global Bond to the extent that it shall have been exchanged for the Permanent Global Bond pursuant to the provisions contained therein and in Clause 3.3 (Exchange for Definitive Bonds), and (h) the Permanent Global Bond to the extent that it shall be exchanged for the Definitive Bonds pursuant to the provisions contained therein and in Clause 3.3 (Exchange for Definitive Bonds),

provided that for each of the following purposes, namely:

(a) the right to attend and vote at any meeting of the Bondholders;

(b) the determination of how many and which Bonds are for the time being outstanding for the purposes of the Conditions and Schedule 5 (Provisions for Meetings of Bondholders);

(c) any discretion, power or authority contained in this Trust Deed which the Trustee is required, expressly or impliedly, to exercise in or by reference to the interests of any of the Bondholders; and

(d) the determination by the Trustee whether any of the events specified in Condition 10 (Events of Default) is materially prejudicial to the interests of the Bondholders,

those Bonds which are for the time being held beneficially by or for the account of the Issuer or any Subsidiary of the Issuer, or Berkshire Hathaway Energy Company or any other Subsidiary of Berkshire Hathaway Energy Company shall (unless and until ceasing to be so held) be deemed not to remain outstanding;

"Paying Agency Agreement" means the Paying Agency Agreement dated 1 April 2015, as the same may be amended and/or supplemented from time to time, between the Issuer, the Trustee and the Principal Paying Agent and includes any other agreements approved in writing by the Trustee appointing Successor Paying Agents or altering any such agreements;

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"Paying Agents" means the institutions (including the Principal Paying Agent) at their respective Specified Offices referred to in Condition 6 (Payments) and/or any Successor Paying Agents, in each case at their respective Specified Offices;

"Permanent Global Bond" means the permanent global Bond to be issued by the Issuer pursuant to Clause 3.1 (The Global Bonds) representing the Bonds, in or substantially in the form set out in Schedule 2 (Form of Permanent Global Bond);

"Person" means any person, firm, company or body corporate, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) or two or more of the foregoing;

"Potential Event of Default" means an event or circumstance which would with the giving of notice and/or lapse of time and/or the issuing of a certificate become an Event of Default;

"principal" and "principal amount" in relation to any payment in respect of Bonds includes, where applicable, the Redemption Price referred to in Condition 7(b) (Redemption at the option of the Issuer);

"Principal Paying Agent" means HSBC Bank plc or any Successor Principal Paying Agent appointed under the Paying Agency Agreement;

"Specified Office" means, in relation to any Paying Agent, either the office identified with its name at the end of the Conditions or any other office approved by the Trustee and notified to the Bondholders pursuant to Clause 7.12 (Change in Agents);

"Subscription Agreement" means the subscription agreement dated 30 March 2015 between the Issuer, Banco Santander, S.A., Lloyds Bank plc and The Royal Bank of Scotland plc;

"Successor" means, in relation to the Paying Agents, such other or further person as may from time to time be appointed by the Issuer as a Paying Agent, with the written approval of, and on terms approved in writing by, the Trustee and notice of whose appointment is given to Bondholders pursuant to Clause 7.12 (Change in Agents);

"Temporary Global Bond" means the temporary global Bond to be issued by the Issuer pursuant to Clause 3.1 (The Global Bonds) representing the Bonds, in or substantially in the form set out in Schedule 1 (Form of Temporary Global Bond);

"this Trust Deed" means this Deed, the Schedules (as from time to time altered in accordance with this Deed), the Conditions, the Bonds and the Coupons and any other document executed in accordance with this Deed (as from time to time altered in accordance with its terms) and expressed to be supplemental to this Deed; and

"trust corporation" means a corporation entitled by rules made under the Public Trustee Act 1906 or entitled pursuant to any other legislation applicable to a trustee in any jurisdiction other than England to carry out the functions of a custodian trustee.

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1.2 Terms defined elsewhere

Unless otherwise defined herein, terms defined in the Conditions shall have the same meanings in this Trust Deed.

1.3 Construction of Certain References

References to:

1.3.1 costs, charges, remuneration or expenses shall include any value added tax, turnover tax or similar tax charged in respect thereof;

1.3.2 "£", "pounds" and "Sterling" shall be construed as references to the lawful currency for the time being of the United Kingdom;

1.3.3 any action, remedy or method of judicial proceedings for the enforcement of rights of creditors shall include, in respect of any jurisdiction other than England, references to such action, remedy or method of judicial proceedings available or appropriate in such jurisdiction as shall most nearly approximate thereto;

1.3.4 all references in this Trust Deed or the Conditions involving compliance by the Trustee with a test of reasonableness shall be deemed to include a reference to a requirement that such reasonableness shall be determined by reference primarily to the interests of the holders of the Bonds as a class and in the event of any conflict between such interests and the interests of any other person, the former shall prevail as being paramount;

1.3.5 in this Trust Deed references to Coupons and Couponholders shall apply only if Definitive Bonds have been issued by the Issuer in accordance with Clause 3 (Form and Issue of the Bonds); and

1.3.6 any provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under such modification or re-enactment.

1.4 Headings

Headings shall be ignored in construing this Trust Deed.

1.5 Schedules

The Schedules are part of this Trust Deed and shall have effect accordingly.

2. AMOUNT OF THE BONDS AND COVENANT TO PAY

2.1 Amount of the Bonds

The aggregate principal amount of the Bonds is limited to £150,000,000.

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2.2 Covenant to pay

The Issuer covenants with the Trustee that it will in accordance with this Trust Deed on any date when the Bonds or any of them become due to be redeemed or any principal on the original Bonds or any of them becomes due to be repaid in accordance with the conditions unconditionally pay or procure to be paid to or to the order of the Trustee in London in Sterling in immediately available funds the principal amount of the Bonds or any of them becoming due for redemption or repayment on that date together with any applicable premium and will (subject to the Conditions) until such payment (both before and after judgment of a court of competent jurisdiction) unconditionally pay to or to the order of the Trustee as aforesaid interest on the principal amount of the Bonds outstanding as set out in the Conditions provided that (1) subject to sub-clause 2.4.2 of Clause 2.4 (Payment after a Default), every payment of any sum due in respect of the Bonds made to the Principal Paying Agent as provided in the Paying Agency Agreement shall, to such extent, satisfy such obligation except to the extent that there is failure in its subsequent payment (in the case of the Global Bonds) to or to the order of the bearer thereof in accordance with the provisions of the Temporary Global Bond or the Permanent Global Bond, as the case may be, or (in the case of the Definitive Bonds) to the relevant Bondholders or (as the case may be) Couponholders under the Conditions and (2) in the case of any payment made after the due date or pursuant to Condition 10 (Events of Default), payment will be deemed to have been made when the full amount due has been received by the Principal Paying Agent or the Trustee and notice to that effect has been given to the Bondholders (if required in accordance with Clause 7.9 (Notice of late payment)), except to the extent that there is failure in the subsequent payment to the relevant Bondholders or (as the case may be) Couponholders under the Conditions. The Trustee will hold the benefit of this covenant and the covenant in Clause 5 on trust for the original Bondholders and original Couponholders.

2.3 Discharge

Subject to Clause 2.4 (Payment after a Default), any payment to be made in respect of the Bonds, the Coupons or this Trust Deed, as the case may be, by the Issuer or the Trustee may be made as provided herein, in the Conditions and the Paying Agency Agreement, and any payment so made will (subject to Clause 2.4 (Payment after a Default)) to such extent be a good discharge to the Issuer or the Trustee, as the case may be.

2.4 Payment after a Default

At any time after an Event of Default or a Potential Event of Default has occurred the Trustee may:

2.4.1 by notice in writing to the Issuer and the Paying Agents (or such of them as are specified by the Trustee), require the Paying Agents (or such of them as are specified by the Trustee):

(a) to act thereafter, until otherwise instructed by the Trustee, as agents of the Trustee under this Trust Deed and the Bonds on the terms of the Paying Agency Agreement (with consequential amendments as necessary and

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save that the Trustee's liability for the indemnification, remuneration and all other out-of-pocket expenses of any of the Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of this Trust Deed and available to the Trustee for such purpose) and thereafter to hold all Definitive Bonds and Coupons and all sums, documents and records held by them in respect of the Bonds and Coupons to the order of the Trustee; and/or

(b) to deliver all Definitive Bonds and Coupons and all sums, documents and records held by them in respect of the Bonds and Coupons (save for such documents and records which the Paying Agents are obliged not to release by virtue of any applicable law or regulation or by order of any court of competent jurisdiction) to the Trustee or as the Trustee directs in such notice; and

2.4.2 by notice in writing to the Issuer require it to make all subsequent payments in respect of the Bonds and Coupons to or to the order of the Trustee and not to the Principal Paying Agent.

2.5 Further Issues

2.5.1 The Issuer shall be at liberty from time to time (but subject always to the provisions of this Trust Deed) without the consent of the Bondholders or Couponholders to create and issue Further Bonds (whether in bearer or registered form) ranking pari passu in all respects (or in all respects save for the first payment of interest thereon), and so that the same shall be consolidated and form a single series, with the original Bonds and/or any Further Bonds of any series, provided that:

(a) the Trustee is satisfied (by means of a confirmation from S&P in the case of any rating by S&P, Moody's in the case of any rating by Moody's and Fitch in the case of any rating by Fitch) that the rating granted in respect of the Bonds by S&P, Moody's and Fitch will not thereby be adversely affected; and

(b) the Issuer shall not create and issue such Further Bonds while any default exists in relation to any payment by the Issuer of any amounts due under this Trust Deed.

2.5.2 Any Further Bonds which are to be created and issued pursuant to the provisions of sub-clause 2.5.1 above shall be constituted by a deed supplemental to this Trust Deed in such form as the Trustee may approve. In such case the Issuer shall, prior to the issue of such Further Bonds, execute and deliver to the Trustee a deed supplemental to this Trust Deed (in relation to which all applicable stamp duties or other documentation fees, duties or taxes have been paid and, if applicable, duly stamped or denoted accordingly) and containing a covenant by the Issuer in the form mutatis mutandis of Clause 2.2 (Covenant to pay) in relation to the principal, premium (if any) and interest in respect of such Further Bonds

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and such other provisions (corresponding to the provisions contained in this Trust Deed) as the Trustee shall require.

2.5.3 A memorandum of every such supplemental Trust Deed shall be endorsed by the Trustee on this Trust Deed and by the Issuer on its duplicate of this Trust Deed.

2.5.4 Whenever it is proposed to create and issue any Further Bonds the Issuer shall give to the Trustee not less than 14 days' notice in writing of its intention so to do stating the amount of Further Bonds proposed to be created and issued.

3. FORM AND ISSUE OF THE BONDS

3.1 The Global Bonds

The Bonds will initially be represented by the Temporary Global Bond without Coupons in the principal amount at the date hereof of £150,000,000 which, when duly executed and authenticated, will be deposited by the Issuer with HSBC Bank plc (the "Common Depositary") as common depositary for Euroclear and Clearstream, Luxembourg on the date hereof on terms that the Common Depositary shall hold the Temporary Global Bond to or to the order of the Issuer against payment of the net proceeds of the issue of the Bonds in accordance with the Subscription Agreement, following which it shall hold the Temporary Global Bond for the account of the Bondholders. The Issuer shall also deposit on the date hereof the Permanent Global Bond without Coupons in the principal amount of up to £150,000,000 with the Common Depositary who shall hold the Permanent Global Bond pending exchange of the Temporary Global Bond (in whole or in part) therefore in accordance with their respective terms. Following exchange of the Temporary Global Bond in whole for the Permanent Global Bond in accordance with their respective terms the Bonds shall (subject as provided in Clause 3.3 (Exchange for Definitive Bonds) below) thereafter be represented by the Permanent Global Bond.

The procedures as regards the issue, exchange, execution, authentication, delivery, surrender, cancellation, presentation and endorsement of the Temporary Global Bond and the Permanent Global Bond (or part thereof) and any other matters to be carried out by the relevant parties upon such exchange (in whole or in part) shall be made in accordance with this Clause 3, their respective terms and the rules and procedures of Euroclear and Clearstream, Luxembourg for the time being.

3.2 Signature and Authentication

The Global Bonds and the Definitive Bonds will be signed manually or in facsimile by a director of the Issuer. The Issuer may use the facsimile signature of any person who at the date of this Trust Deed is a director of the Issuer even if at the time of issue of any Bonds he/she no longer holds such office. The Issuer shall procure that, prior to the issue and delivery of each Global Bond, each Global Bond will be authenticated by an authorised signatory on behalf of the Principal Paying Agent and no Global Bond shall be valid for any purpose unless and until so authenticated. The Bonds so executed and, if applicable, so authenticated shall be binding and valid obligations of the Issuer. Until it (or part thereof) has been exchanged pursuant to Clauses 3.1 (The Global Bonds) or 3.3 (Exchange for Definitive Bonds) (but without prejudice to the escrow arrangements referred to in Clause 3.1 (The Global Bonds), each Global Bond (or part thereof) shall

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in all respects be entitled to the same benefits as a Definitive Bond and each Global Bond shall be subject to the provisions hereof except that the bearer thereof shall be the only person entitled to receive payments of principal and interest as set out therein.

3.3 Exchange for Definitive Bonds

If while the Bonds are represented by one or more Global Bonds (i) either Euroclear or Clearstream, Luxembourg is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or (ii) as a result of any change in, or amendment to, the laws or regulations of the United Kingdom or of any political sub-division of, or any authority in, the United Kingdom having power to tax or any change in the application or official interpretation of such laws or regulations which becomes effective on or after 30 March 2015, the Issuer or any Paying Agent is or will be required to make any withholding or deduction from any payment in respect of the Bonds which would not be required if the Bonds were in definitive form, then the Issuer shall, (subject as mentioned below), within 30 days of the occurrence of such relevant event but not prior to the expiry of a period of 40 days commencing on the date hereof, issue Definitive Bonds (with all unmatured Coupons attached) in exchange for the whole (or the remaining part(s) outstanding) of the Permanent Global Bond. If either of the events mentioned in (i) or (ii) occurs whilst the Bonds are represented by the Temporary Global Bond (or part thereof) the Temporary Global Bond (or that part) shall forthwith be exchanged for the Permanent Global Bond (or part thereof) in accordance with its terms and Clause 3.1 (The Global Bonds) above so that the Bonds are then represented solely by the Permanent Global Bond. All Definitive Bonds shall be printed, proofed, executed and delivered as aforesaid but shall be held by the Principal Paying Agent until a Bondholder requests the Issuer through the Principal Paying Agent that his interest in the Permanent Global Bond be exchanged for Definitive Bonds whereupon such Definitive Bonds shall be issued to such Bondholder as aforesaid without charge. The procedures to be carried out by the relevant parties upon such exchange shall be made in accordance with the provisions of the Permanent Global Bond and the rules and procedures of Euroclear and Clearstream, Luxembourg for the time being. The Permanent Global Bond shall be endorsed by or on behalf of the Principal Paying Agent in respect of those Definitive Bonds which are so delivered.

3.4 The Definitive Bonds

The Definitive Bonds shall be serially numbered and issued in bearer form in the denominations of £100,000 each with all unmatured Coupons attached. The Definitive Bonds and the Coupons will be security printed in accordance with all applicable stock exchange requirements in or substantially in the respective forms set out in Schedule 3 (Form of Definitive Bond) and the Definitive Bonds will be endorsed with the Conditions.

3.5 Entitlement to treat holder as owner

The Issuer, the Trustee and any Paying Agent may deem and treat the holder of any Bond or Coupon (except as ordered by a court of competent jurisdiction or as otherwise required by law) as the absolute owner of such Bond or Coupon (as the case may be) for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust,

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or any interest in it, any writing on it, or its theft or loss) and no person will be liable for so treating the holder.

4. STAMP DUTIES AND TAXES

4.1 Stamp Duties

The Issuer will pay any stamp, issue, registration, documentary or other taxes and duties, including interest and penalties, payable in Belgium, Luxembourg and the United Kingdom in respect of the creation, issue and offering of the Bonds and the Coupons and the execution or delivery of this Trust Deed. The Issuer will also indemnify the Trustee, the Bondholders and the Couponholders from and against all stamp, issue, registration, documentary or other taxes paid by any of them in any jurisdiction in connection with any action properly taken by or on behalf of the Trustee or, as the case may be, (where entitled under Condition 12 (Enforcement) to do so) the Bondholders or the Couponholders to enforce the obligations of the Issuer under this Trust Deed, the Bonds or the Coupons.

4.2 Change of taxing jurisdiction

If the Issuer becomes subject generally to the taxing jurisdiction of any territory or any authority of or in that territory having power to tax other than or in addition to the United Kingdom or any such authority of or in the United Kingdom then the Issuer will (unless the Trustee otherwise agrees) in a trust deed supplemental hereto give to the Trustee an undertaking in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 8 (Taxation) with the substitution for, or (as the case may be) the addition to, the references in that Condition to the United Kingdom or any authority thereof or therein having power to tax of references to that other or additional territory or authority to whose taxing jurisdiction the Issuer has become so subject and in such event this Trust Deed, the Bonds and the Coupons will be read accordingly. In addition, such supplemental Trust Deed shall also modify Condition 7(c) (Redemption for tax reasons) by the substitution for, or (as the case may be) the addition to, the references in that Condition to the United Kingdom or any authority in or of the United Kingdom having power to tax, of references to that other territory or authority to whose taxing jurisdiction the Issuer has become so subject and in such event this Trust Deed, the Bonds and the Coupons will be read accordingly.

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4.3 The Issuer agrees to provide the Trustee with sufficient information as the Trustee reasonably requires to enable it to determine whether or not it is obliged, in respect of any payments to be made by it pursuant to this Trust Deed, to make any withholding or deduction pursuant to FATCA.

4.4 The Trustee shall be entitled to deduct FATCA withholding and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA withholding.

5. THE TRUST DEED AND THE BONDS

5.1 Bonds incorporated by reference

The Issuer hereby covenants with the Trustee that it will perform and comply with those provisions of this Trust Deed and the Conditions which are expressed to be binding on it. Subject to Condition 12 (Enforcement), the Trustee shall be entitled to enforce the obligations of the Issuer under the Bonds and the Coupons in the manner therein provided as if the Bonds and the Coupon were incorporated in this Trust Deed, which shall be read and construed as one document with the Bonds. The provisions contained in Schedule 4 (Terms and Conditions of the Bonds) shall have effect in the same manner as if herein set forth.

5.2 Bonds subject to Trust Deed

The Bonds shall be subject to the provisions of this Trust Deed, all of which shall be binding upon the Issuer, the Bondholders and the Couponholders and all persons claiming through or under them respectively.

5.3 Evidence of Default

If the Trustee makes any claim, institutes any legal proceeding or lodges any proof in a winding up of the Issuer, proof that the Issuer has failed to pay any principal or interest due and payable in respect of any particular Bond or Coupon shall (unless the contrary is proved) be sufficient evidence that the Issuer has made the same default as regards all other Bonds or Coupons in respect of which a corresponding payment is due and payable.

6. APPLICATION OF MONEYS RECEIVED BY THE TRUSTEE

6.1 Declaration of Trust

All moneys received by the Trustee from the Issuer in respect of the Bonds and all other amounts payable under this Trust Deed will be held by the Trustee upon trust to apply them (subject to Clause 6.2 (Accumulation)):

6.1.1 firstly, in payment of all costs, charges, expenses and liabilities incurred by the Trustee in carrying out the preparation and execution of the trusts of this Trust Deed (including remuneration payable to the Trustee);

6.1.2 secondly, in payment of any interest owing in respect of the Bonds pari passu and rateably;

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6.1.3 thirdly, in payment of any principal and premium (if any) owing in respect of the Bonds pari passu and rateably, and

6.1.4 fourthly, in payment to the Issuer.

Without prejudice to this Clause 6.1, if the Trustee holds any moneys which represent principal, premium or interest in respect of Bonds or Coupons which have become void under Condition 9 (Prescription), the Trustee will hold such moneys upon the above trusts provided that the Trustee shall be required to treat the payments of interest and/or principal and/or premium as having been satisfied and no amounts as outstanding or owing in respect thereof. The Trustee shall as soon as practicable apply such moneys as aforesaid and promptly thereafter return such moneys (or the balance thereof, as the case may be) to the Issuer.

6.2 Accumulation

If the amount of the moneys at any time available for payment in respect of the Bonds under Clause 6.1 (Declaration of Trust) is less than 10 per cent. of the principal amount of the Bonds then outstanding, the Trustee may, at its discretion, invest such moneys. The Trustee may retain such investments and accumulate the resulting income until the investments and the accumulations, together with any other funds for the time being under the control of the Trustee and available for such payment, amount to at least 10 per cent. of the principal amount of the Bonds then outstanding and then such investments, accumulations and funds (after deduction of, or provision for, any applicable taxes) will be applied as specified in Clause 6.1 (Declaration of Trust).

6.3 Investment

6.3.1 Any moneys held by the Trustee may be invested in the name or under the control of the Trustee in any investments or other assets in any part of the world whether or not they produce income or are placed on deposit in the name or under the control of the Trustee at such bank or other financial institution and in such currency as the Trustee may, in its absolute discretion, think fit. The Trustee may at any time vary or transpose any such investments for or into other such investments or convert any moneys so deposited into any other currency, and will not be responsible for any loss occasioned thereby, whether by depreciation in value, fluctuation in exchange rates or otherwise.

6.3.2 Notwithstanding anything in the Trust Deed or the Paying Agency Agreement or the Bonds to the contrary, the Trustee shall not do, or be authorised or required to do, anything which might constitute a regulated activity for the purpose of FSMA, unless it is authorised under FSMA to do so.

6.3.3 The Trustee shall have the discretion at any time:

(a) to delegate any of the functions which fall to be performed by an authorised person under FSMA to any other agent or person which also has the necessary authorisations and licences; and

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(b) to apply for authorisation under FSMA and perform any or all such functions itself if, in its absolute discretion, it considers it necessary, desirable or appropriate to do so.

6.3.4 Nothing in this Trust Deed shall require the Trustee to assume an obligation of the Issuer arising under any provisions of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the FCA).

7. COVENANTS BY THE ISSUER

The Issuer hereby covenants with the Trustee that so long as any Bond is outstanding, the Issuer will:

7.1 Books of account

Keep proper books of account and, at any time after the occurrence of an Event of Default or a Potential Event of Default or if the Trustee has reasonable grounds to believe that any such event has occurred so far as permitted by applicable law, allow and procure that each of its Subsidiaries (if any) will allow the Trustee and anyone appointed by either of them access to the books of account of the Issuer and/or the relevant Subsidiary respectively at all reasonable times during normal business hours and to discuss the same with a responsible officer of the Issuer.

7.2 Notice of Event of Default

Notify the Trustee in writing immediately upon becoming aware of the occurrence of any Event of Default or Potential Event of Default and without waiting for the Trustee to take any further action.

7.3 Information

So far as permitted by applicable law and regulations but subject to Clause 7.5 of this Trust Deed limiting the obligation of the Issuer to provide certificates, give to the Trustee such information, opinions, certificates and/or evidence as it shall require and in such form as it shall require (including without limitation the procurement by the Issuer of all such certificates called for by the Trustee pursuant to Clause 9 (Provisions Supplemental to the Trustee Act 1925 and the Trustee Act 2000) for the performance or the discharge or exercise of their respective duties, powers, trusts, authorities and discretions vested in it under this Trust Deed, the Bonds or the Paying Agency Agreement or by operation of law.

7.4 Financial statements etc.

Send to the Trustee at the time of their publication and in the case of annual financial statements in any event not more than 180 days after the end of each financial year one copy (in the English language) of every balance sheet and income statement prepared (in either case) in accordance with IFRS applied on a consistent basis (unless otherwise stated in the notes thereto) and one copy of every other document issued or sent by the Issuer to the holders of its publicly held securities generally.

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7.5 Certificate of director

So long as any Bonds remain outstanding, send to the Trustee, within 14 days of its annual audited balance sheet and income statement being made available to its members, and also within 14 days after any request by the Trustee, a certificate of the Issuer, signed by two directors on behalf of the Issuer to the effect that, having made all reasonable enquiries, as at a date (the "Certification Date") being not more than five days before the date of the certificate no Event of Default or Potential Event of Default had occurred since the date of this Trust Deed or, if later, the Certification Date of the last such certificate (if any) and is continuing or, if such an event had occurred, giving details of it, provided however, that the Issuer shall not be required to provide any such certificate requested by the Trustee more than twice in any calendar year in respect of the same matter unless the Trustee reasonably believes that an Event of Default or a Potential Event of Default has occurred.

7.6 Notices to Bondholders

Send, or procure to be sent, to the Trustee at least five business days before the date of publication, a copy of the form of each notice to the Bondholders to be published in accordance with Condition 14 (Notices) and upon publication two copies of each notice so published, (such notice to be in a form approved by the Trustee such approval not to be unreasonably withheld or delayed), but such approval shall not, unless so stated, constitute approval of such notice for the purposes of section 21 of the FSMA.

7.7 Further assurance

So far as permitted by applicable law, at all times execute all such further documents and do all such further acts and things as may be necessary in the opinion of the Trustee to give effect to the obligations or the Issuer under this Trust Deed.

7.8 Notice of non-payment

Use its best efforts to procure that the Principal Paying Agent notifies the Trustee forthwith in accordance with the Paying Agency Agreement in the event that it does not receive unconditionally the full amount in the relevant currency of the moneys payable on the date on which such amount is to be received by the Principal Paying Agent in accordance with the terms of the Paying Agency Agreement.

7.9 Notice of late payment

Give notice to the Bondholders of any unconditional payment to the Principal Paying Agent or the Trustee of any sum due in respect of the Bonds or Coupons made after the due date for such payment.

7.10 Listing

Use all reasonable endeavours to maintain the admission of the Bonds to listing on the Official List of the FCA and to trading on the London Stock Exchange plc. If, however, it is unable to do so, having used such endeavours, or if the maintenance of such listing is agreed by the Trustee to be unduly onerous and the Trustee is satisfied that the interests

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of the Bondholders would not be thereby materially prejudiced, the Issuer will instead use all reasonable endeavours to obtain and maintain a listing or quotation of the Bonds on such other stock exchange (giving notice to the Bondholders of any such new listing), which shall be in any case a "recognised stock exchange" for the purposes of section 1005 of the UK Income Tax Act 2007, as it may (with the written approval of the Trustee) decide, and the Issuer shall also use all reasonable endeavours to procure that there will at all times be furnished to any stock exchange or listing authority on which the Bonds are for the time being listed such information as such stock exchange or listing authority may require to be furnished in accordance with its normal requirements or in accordance with any arrangements for the time being made with any such stock exchange or listing authority.

7.11 Maintenance of Paying Agents

At all times maintain (a) a principal paying agent, and (b) a Paying Agent (which may be the Principal Paying Agent) with a specified office in a European Union member state that will not be obliged to withhold or deduct tax pursuant to any law implementing European Council Directive 2003/48/EC.

7.12 Change in Agents

Give not less than 14 days' prior notice to the Bondholders of any future appointment or any resignation or removal of any Paying Agent or of any change by any Paying Agent of its specified office and not make any such appointment or removal or change without the written approval of the Trustee.

7.13 Early Redemption

Give prior notice to the Trustee (within the period set out in such Conditions as applicable) of any proposed redemption pursuant to Condition 7(b) (Redemption at the option of the Issuer) or 7(c) (Redemption for tax reasons) and redeem Bonds accordingly.

7.14 Negative Pledge

Give notice to the Trustee as soon as practicable after the Issuer has formed the intention to create or permit to arise or subsist any Security Interest to secure any Relevant Indebtedness or any guarantee of or indemnity in respect of any Relevant Indebtedness or becomes aware of the existence of any such Security Interest, in each case where the creation or existence of which would oblige the Security Interest to be extended to the Bonds pursuant to Condition 4 (Negative Pledge and Restriction on Distributions).

7.15 Obligations under Paying Agency Agreement

Comply with and perform all its obligations under the Paying Agency Agreement and use all its best endeavours to procure that the Paying Agents comply with and perform all their respective obligations thereunder and any notice given by the Trustee pursuant to sub-clause 2.4.1 of Clause 2.4 (Payment after a Default) and notify the Trustee forthwith on being notified in writing by the relevant Paying Agent of any material breach of the Paying Agency Agreement by such Paying Agent and not make any amendment or modification to such Agreement without the prior written approval of the Trustee.

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7.16 List of authorised signatories

Upon the execution of this Trust Deed and thereafter upon any change of the same, deliver to the Trustee (with a copy to the Principal Paying Agent) a list of the Authorised Signatories of the Issuer, together with a certified specimen signature of each such Authorised Signatory.

7.17 Payments

Pay moneys payable by it to the Trustee for the Trustee's own account hereunder without set off, counterclaim, deduction or withholding, unless otherwise compelled by law and in the event of any deduction or withholding compelled by law will pay such additional amount as will result in the payment to the Trustee of the amount which would otherwise have been payable by it to the Trustee hereunder.

7.18 Directors' certificate

Give to the Trustee a certificate of two directors of the Issuer on which the Trustee may conclusively rely without further enquiry:

7.18.1 specifying the aggregate amount of any Relevant Indebtedness of the Issuer or guaranteed by the Issuer or any of its Subsidiaries in respect of which a Security Interest or Security Interests has or have been created or is or are outstanding, such certificate to be provided before the Issuer or such Subsidiary creates or has outstanding any new Security Interest in respect of Relevant Indebtedness;

7.18.2 specifying the percentage which the Senior Total Net Debt (as at the end of the month immediately preceding the date on which any Distribution is to be made and calculated on a pro forma basis as if the Distribution had been made) then represents of RAV, such certificate to be provided before the Issuer makes any Distribution;

7.18.3 specifying details of:

(a) any revocation or surrender or any modification to the terms and conditions of the Issuer's Electricity Distribution Licence which is requisite to the conduct of the Issuer's business at the relevant time; and

(b) any legislation enacted which removes, qualifies or amends (other than an amendment which is of a formal, minor or technical nature) the duties of the Secretary of State (or any successor) and/or OFGEM under the Electricity Act as in force on the Issue Date; and

7.18.4 at the request of the Trustee confirming any of the matters set out in Condition 10.

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7.19 Rating of the Bonds

Promptly notify the Trustee of any change in the then current rating of the Bonds.

7.20 Certificate of outstandings

In order to enable the Trustee to ascertain the amount of Bonds for the time being outstanding, deliver to the Trustee promptly upon being requested in writing by the Trustee, a certificate in writing signed by two directors of the Issuer on behalf of the Issuer setting out the total number and principal amount of Bonds which as at the date of such certificate have been purchased and not cancelled and are held by or on behalf of the Issuer or any Subsidiary of the Issuer, or Berkshire Hathaway Energy Company or any other Subsidiary of Berkshire Hathaway Energy Company.

8. REMUNERATION AND INDEMNIFICATION OF THE TRUSTEE

8.1 Normal remuneration

So long as any Bond is outstanding the Issuer will pay to the Trustee by way of remuneration for its services as Trustee such sum as may from time to time be agreed between them. Such remuneration will accrue from day to day from the date of this Trust Deed and shall be payable on such dates as may from time to time be agreed between the Issuer and the Trustee. However, if any payment to a Bondholder or Couponholder of the moneys due in respect of any Bond or Coupon is improperly withheld or refused upon due presentation of such Bond or Coupon, such remuneration will again accrue as from the date of such presentation until payment to such Bondholder or Couponholder is duly made.

8.2 Extra remuneration

At any time after the occurrence of an Event of Default or if the Trustee finds it expedient or necessary or is requested by the Issuer to undertake duties which the Trustee and the Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under this Trust Deed, the Issuer will pay such additional remuneration as may be agreed between them or, failing agreement as to any of the matters in this Clause 8.2 (or as to such sums referred to in Clause 8.1 (Normal remuneration)) as determined by a merchant or investment bank (acting as an expert) selected by the Trustee and approved by the Issuer or, failing such approval, nominated by the President for the time being of The Law Society of England and Wales, the expenses involved in such nomination and the fee of such merchant or investment bank being paid by the Issuer. The determination of such merchant or investment bank will be conclusive and binding on the Issuer, the Trustee, the Bondholders and the Couponholders, save in the case of manifest error.

8.3 Expenses

The Issuer will also pay or discharge all fees, costs, charges, liabilities and expenses properly incurred by the Trustee (including any VAT) in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, this Trust Deed, the Paying Agency Agreement and the

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Bonds or the Coupons including but not limited to, legal and travelling expenses and any stamp, issue, registration, documentary or other taxes or duties paid or payable by the Trustee in connection with any action taken or contemplated by or on behalf of the Trustee in relation to this transaction for enforcing or resolving any doubt concerning, or for any other purpose in relation to, the Trust Deed or the Paying Agency Agreement, the Bonds or the Coupons.

8.4 Payment of expenses

All costs, charges, liabilities and expenses properly incurred and payments properly made by the Trustee in the lawful performance of its functions under this Trust Deed will be payable or reimbursable by the Issuer on demand by the Trustee and:

8.4.1 in the case of payments made by the Trustee prior to such demand will carry interest from the date on which the demand is made at the rate of 2 per cent. per annum over the base rate of HSBC Bank Plc on the date on which such payments were made by the Trustee; and

8.4.2 in all other cases will carry interest at such rate from 30 days after the date on which the demand is made or (where the demand specifies that payment is to be made on an earlier date) from such earlier date.

8.5 Indemnity

Subject to the provisions of Clause 10 (Trustee Liable for Negligence), without prejudice to the right of indemnity given by law to trustees, the Issuer will indemnify the Trustee and every receiver, attorney, manager, agent or other person appointed by the Trustee hereunder and keep it or him indemnified in respect of all liabilities and expenses (including any VAT payable) to which it or he may become subject or which may be incurred by it or him in the negotiation and preparation of this Trust Deed and the Paying Agency Agreement and the Bonds or the Coupons and the execution or purported execution or exercise in relation to this transaction of any of its or his trusts, duties, rights, powers, authorities and discretions under this Trust Deed or the Paying Agency Agreement or the Bonds or the Coupons or its or his functions under any such appointment or in respect of any other matter or thing done or omitted in any way relating to this Trust Deed or the Paying Agency Agreement or the Bonds or the Coupons or any such appointment (including, but not limited to, all liabilities, costs, charges and expenses paid or incurred in disputing or defending any of the foregoing).

8.6 Provisions continuing

The provisions of Clauses 8.3 (Expenses), 8.4 (Payment of Expenses) and 8.5 (Indemnity) will continue in full force and effect in relation to the Trustee even if it may have ceased to be Trustee.

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9. PROVISIONS SUPPLEMENTAL TO THE TRUSTEE ACT 1925 AND THE TRUSTEE ACT 2000

By way of supplement to the Trustee Act 1925 and the Trustee Act 2000 it is expressly declared as follows:

9.1 Advice

The Trustee may act on the opinion or advice of or report or information obtained from, any lawyer, valuer, accountant (including the Auditors), surveyor, banker, broker, auctioneer or other expert (whether obtained by the Issuer, the Trustee, the Principal Paying Agent, or any other person whatsoever, whether or not addressed to the Trustee, and whether or not the advice, opinion, report or information, or any engagement letter or other related document, contains a monetary or other limit on liability or limits the scope and/or basis of such advice, opinion, report or information) and which opinion, report, information or advice may be provided on such terms (including as to limitations on liability) as the Trustee may consider in its sole discretion to be consistent with prevailing market practice with regard to advice or opinions of that nature and will not be responsible to anyone for any loss occasioned by so acting. Any such opinion, advice or information may be sent or obtained by letter, telex or facsimile transmission and the Trustee will not be liable to anyone for acting in good faith on any opinion, advice or information purporting to be conveyed by such means even if it contains some error or is not authentic.

9.2 Certificates and reports by valuers, Auditors and other experts

The Trustee shall be entitled to rely on any certificate, valuation or report given by the valuers, accountants, financial advisors, the Auditors or other experts approved by the Trustee under any provision of these presents whether or not such certificate, valuation or report is addressed to the Trustee and, if the Trustee does so rely, such certificate, valuation or report shall, save only for manifest error, be conclusive and binding for all the purposes of these presents as between the Trustee, the Bondholders and the Couponholders. The Issuer hereby covenants with the Trustee that it shall use reasonable endeavours to obtain all such certificates, valuations and reports by the valuers, accountants, financial advisors, the Auditors or other experts as the Trustee may reasonably request for the purposes of these presents. The Trustee shall be at liberty to accept any such certificate, report or confirmation notwithstanding that it, or the terms on which it was provided, may contain a limitation on the liability of the valuers or of the Auditors (whether in time, quantum or otherwise) and the Trustee shall not incur any liability to any Bondholders or Couponholders or any other person in connection with the acceptance by it of any such certificate, report or confirmation.

9.3 Trustee to assume due performance

The Trustee need not notify anyone of the execution of this Trust Deed or any related documents or do anything to ascertain whether any Event of Default, Potential Event of Default, Restructuring Event, Negative Rating Event, Rating Downgrade or any event which could lead to the occurrence of or could constitute an Event of Default, a Potential Event of Default, a Restructuring Event, a Negative Rating Event or a Rating Downgrade

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has occurred and, until it has actual knowledge or express notice pursuant to this Trust Deed to the contrary, the Trustee may assume that no such event has occurred and that the Issuer is performing all of its obligations under this Trust Deed, the Bonds and the Coupons.

9.4 Resolutions of Bondholders

The Trustee will not be responsible for having acted in good faith upon a resolution purporting to be a written resolution or to have been passed at a meeting of Bondholders in respect of which minutes have been made and signed even though it may later be found that there was a defect in the constitution of such meeting or the passing of such resolution or that such resolution was not valid or binding upon the Bondholders or the Couponholders.

9.5 Reliance on certification of clearing system

The Trustee may call for any certificate or other document issued by Euroclear, Clearstream, Luxembourg or any other relevant clearing system to the effect that at any particular time or throughout any particular period any particular person is, was or will be shown in the relevant clearing systems records as having a particular principal or nominal amount of Bonds credited to his securities account. Any such certificate or other document shall, in the absence of manifest error, be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear's EUCLID or Clearstream, Luxembourg's Creation Online system) in accordance with its usual procedures and in which the holder of a particular principal or nominal amount of the Bonds is clearly identified together with the amount of such holding. The Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by Euroclear or Clearstream, Luxembourg or any other relevant clearing system and subsequently found to be forged or not authentic.

9.6 Certificate signed by a director or Authorised Signatory

If the Trustee, in the exercise of its functions, requires to be satisfied or to have information as to any fact or the expediency of any act, it may call for and may accept as sufficient evidence of any fact or matter or of the expediency of any act a certificate by any two directors or Authorised Signatories of the Issuer and the Trustee need not call for further evidence and will not be responsible for any loss that may be occasioned by acting on any such certificate.

9.7 Custodians and nominees

The Trustee may appoint and pay any person to act as a custodian or nominee on any terms in relation to such assets of the trust as the Trustee may determine, including for the purpose of depositing with a custodian this Trust Deed or any document relating to the trust created hereunder and the Trustee shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it hereunder or be bound to

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supervise the proceedings or acts of any such person; the Trustee is not obliged to appoint a custodian if the Trustee invests in securities payable to bearer.

9.8 Agents

Whenever it considers it expedient in the interests of the Bondholders, the Trustee may, in the conduct of its trust business, instead of acting personally, employ and pay an agent selected by it, whether or not a lawyer or other professional person, to transact or conduct, or concur in transacting or conducting, any business and to do or concur in doing all acts required to be done by the Trustee (including the receipt and payment of money). Provided that it has exercised reasonable care in the selection of such agent the Trustee will not be responsible to anyone for any misconduct or omission on the part of any such agent so employed by it. In any case the Trustee shall not be bound to supervise the proceedings or acts of any such agent.

9.9 Delegation

Whenever it considers it expedient in the interests of the Bondholders, the Trustee may delegate to any person and on any terms (including power to sub-delegate) all or any of its functions. The Trustee will not be under any obligation to supervise such delegate and if the Trustee exercises reasonable care in the selection of such delegate it will not be responsible for any loss, liability, cost, claim, action, demand or expense incurred by reason of any misconduct or default by any such delegate or sub-delegate.

9.10 No obligation to monitor

The Trustee shall be under no obligation to monitor or supervise the functions of any other person under the Bonds or Coupons or any other agreement or document relating to the transactions herein or therein contemplated and shall be entitled, in the absence of actual knowledge of a breach of obligation, to assume that each such person is properly performing and complying with its obligations.

9.11 Bonds held by the Issuer

In the absence of knowledge or express notice to the contrary, the Trustee may assume without enquiry (other than requesting a certificate of the Issuer under Clause 7.20 (Certificate of outstandings)), that no Bonds are for the time being held by or for the benefit of the Issuer or any Subsidiary of the Issuer, or Berkshire Hathaway Energy Company or any other Subsidiary of Berkshire Hathaway Energy Company.

9.12 Forged Bonds

The Trustee will not be liable to the Issuer or any Bondholder or Couponholder by reason of having accepted as valid or not having rejected any Bond or Coupon purporting to be such and later found to be forged or not authentic.

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9.13 Confidentiality

Unless ordered to do so by a court of competent jurisdiction the Trustee shall not be required to disclose to any Bondholder or Couponholder any confidential financial or other information made available to the Trustee by the Issuer or any of its Subsidiaries.

9.14 Determinations conclusive

As between itself and the Bondholders and Couponholders the Trustee may determine all questions and doubts arising in relation to any of the provisions of this Trust Deed. Every such determination, whether made upon such a question actually raised or implied in the acts or proceedings of the Trustee, will be conclusive and shall bind the Trustee, the Bondholders and the Couponholders.

9.15 Currency conversion

Where it is necessary or desirable to convert any sum from one currency to another, it will (unless otherwise provided hereby or required by law) be converted at such rate or rates, in accordance with such method and as at such date as may be specified by the Trustee but having regard to current rates of exchange, if available. Any rate, method and date so specified will be binding on the Issuer, the Bondholders and the Couponholders. This Clause 9.15 applies both to actual conversions and to notional conversions made for the purposes of establishing the equivalent of a sum in one currency in another currency.

9.16 Events of Default

The Trustee may determine whether or not a default in the performance or observance by the Issuer of any of its obligations under this Trust Deed or contained in the Bonds or Coupons is in its opinion capable of remedy and/or whether or not any event is in its opinion materially prejudicial to the interests of the Bondholders. Any such determination will be conclusive and binding upon the Issuer, the Bondholders and the Couponholders.

9.17 Right to deduct or withhold

Notwithstanding anything contained in this Trust Deed, to the extent required by any applicable law, if the Trustee is or will be required to make any deduction or withholding from any distribution or payment made by it hereunder or if the Trustee is or will be otherwise charged to, or is or may become liable to, tax as a consequence of performing its duties hereunder whether as principal, agent or otherwise, and whether by reason of any assessment, prospective assessment or other imposition of liability to taxation of whatsoever nature and whensoever made upon the Trustee, and whether in connection with or arising from any sums received or distributed by it or to which it may be entitled under this Trust Deed (other than in connection with its remuneration as provided for herein) or any investments or deposits from time to time representing the same, including any income or gains arising therefrom or any action of the Trustee in connection with the trusts of this Trust Deed (other than the remuneration herein specified) or otherwise, then the Trustee shall be entitled to make such deduction or withholding or, as the case may be, to retain out of sums received by it an amount sufficient to discharge any liability

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to tax which relates to sums so received or distributed or to discharge any such other liability of the Trustee to tax from the funds held by the Trustee upon the trusts of this Trust Deed.

9.18 Payment for and delivery of Bonds

The Trustee will not be responsible for the receipt or application by the Issuer of the proceeds of the issue of the Bonds, the exchange of the Temporary Global Bond for the Permanent Global Bond or of the Permanent Global Bond for any Definitive Bonds or the delivery of Definitive Bonds to the persons entitled to them.

9.19 Responsibility

The Trustee assumes no responsibility for the correctness of Recital (A) to this Trust Deed which shall be taken as a statement by the Issuer, nor shall the Trustee by the execution of these presents be deemed to make any representation as to the validity, sufficiency or enforceability of this Trust Deed or any part thereof and makes no representation with respect thereto.

9.20 Trustee's discretion

Save as expressly otherwise provided in this Trust Deed (including the Conditions), the Trustee shall have absolute and uncontrolled discretion as to the exercise or non-exercise of its trusts, powers, authorities and discretions under these presents (the exercise or non-exercise of which as between the Trustee, the Bondholders and the Couponholders shall be conclusive and binding on the Bondholders and Couponholders) and, subject to Clause 10 (Trustee Liable for Negligence), shall not be responsible for any loss, liability, cost, claim, action, demand, expense or inconvenience which may result from their exercise or non-exercise.

9.21 Consents

Save as expressly otherwise provided in this Trust Deed (including the Conditions), any consent or approval given by the Trustee for the purposes of this Trust Deed may be given on such terms and subject to such conditions (if any) as the Trustee thinks fit and notwithstanding anything to the contrary in this Trust Deed may be given retrospectively.

9.22 Error of judgement

The Trustee shall not be liable for any error of judgement made in good faith by any officer or employee of the Trustee assigned by the Trustee to administer its corporate trust matters.

9.23 Professional charges

Any trustee of this Trust Deed being a lawyer, accountant, broker or other person engaged in any professional or business shall be entitled to charge and be paid all usual professional and other charges for business transacted and acts done by him or his firm in connection with the trusts of this Trust Deed and also his reasonable charges in addition to

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disbursements for all other work and business done and all time spent by him or his firm in connection with matters arising in connection with this Trust Deed.

9.24 Bondholders as a class

In connection with the exercise of its trusts, powers or discretions (including but not limited to those in relation to any proposed modification, waiver, authorisation, or substitution) the Trustee shall have regard to the general interests of the Bondholders as a class and, in particular, but without limitation, shall not have regard to the consequences of such exercise for individual Bondholders and Couponholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and the Trustee shall not be entitled to require, nor shall any Bondholder or Couponholder be entitled to claim, from the Issuer or the Trustee any indemnification or payment in respect of any tax consequences of any such exercise upon individual Bondholders or Couponholders except to the extent provided for in Condition 8 (Taxation) and/or any undertaking given in addition to, or in substitution for, Condition 8 (Taxation) pursuant to this Trust Deed.

9.25 Ratings

The Trustee shall have no responsibility for the maintenance of any rating of the Bonds by any rating agency or any other person.

9.26 Validity of documents

The Trustee shall not be responsible for, or for investigating any matter which is the subject of, any recital, statement, representation, warranty or covenant of any person contained in this Trust Deed, the Bonds, or any other agreement or document relating to the transactions herein or therein contemplated or for the execution, delivery, legality, effectiveness, adequacy, genuineness, validity enforceability or admissibility in evidence of this Trust Deed or any other document relating or expressed to be supplemental thereto and shall not be liable for any failure to obtain any licence, consent or other authority for the execution, delivery, legality, effectiveness, adequacy, genuineness, validity, performance, enforceability or admissibility in evidence of this Trust Deed or any other document relating to or expressed to be supplemental thereto.

9.27 Disapplication

9.27.1 Section 1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation to the trusts constituted by this Trust Deed. Where there are any inconsistencies between the Trustee Acts and the provisions of this Trust Deed, the provisions of this Trust Deed shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 2000, the provisions of this Trust Deed shall constitute a restriction or exclusion for the purposes of that Act.

9.27.2 Nothing contained in the Trust Deed or the Paying Agency Agreement or the Bonds shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties or the exercise of any right, power, authority or discretion hereunder if it has grounds for believing the

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repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

9.27.3 Notwithstanding anything else contained in the Trust Deed or the Paying Agency Agreement or the Bonds, the Trustee may refrain from doing anything which would or might in its opinion be contrary to any law of any jurisdiction or any directive or regulation of any agency of any state or which would or might otherwise render it liable to any person and may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.

9.27.4 In relation to any discretion to be exercised or action to be taken by the Trustee under the Trust Deed or the Paying Agency Agreement or the Bonds, the Trustee may, at its discretion and without further notice or shall, if it has been so directed by an Extraordinary Resolution of the Bondholders then outstanding or so requested in writing by the holders of at least 25 per cent. in principal amount of such Bonds, exercise such discretion or take such action, provided that, in either case, the Trustee shall not be obliged to exercise such discretion or take such action unless it shall have been indemnified, secured and/or prefunded to its satisfaction against all liabilities and provided that the Trustee shall not be held liable to the Bondholders for the consequences of exercising its discretion or taking any such action and may do so without having regard to the effect of such action on individual Bondholders or Couponholders.

10. TRUSTEE LIABLE FOR NEGLIGENCE

Subject to Sections 750 and 751 of the Companies Act 2006 (if applicable) and notwithstanding anything to the contrary in this Trust Deed, the Bonds or the Paying Agency Agreement:

10.1.1 the Trustee shall not be liable to any person for any matter or thing done or omitted in any way in connection with or in relation to this Trust Deed, the Bonds or the Paying Agency Agreement save in relation to its own gross negligence, wilful default, or fraud; and

10.1.2 nothing in this Trust Deed, the Bonds or the Paying Agency Agreement shall relieve the Trustee of any liability which would otherwise attach to it in respect of its own gross negligence, wilful default, or fraud,

in each case having regard to the provisions of this Trust Deed, the Bonds and the Paying Agency Agreement conferring on it any trusts, powers, authorities or discretions.

11. CONSEQUENTIAL LOSS

Any liability of the trustee arising out of the Trust Deed, the Bonds, the Coupons and the Paying Agency Agreement shall be limited to the amount of actual loss suffered (such loss shall be determined as at the date of default of the Trustee or, if later, the day on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Trustee at the time of entering into the Trust Deed, the Bonds, the Coupons and the Paying Agency Agreement, or at the time of accepting any relevant instructions, which increases the amount of the loss. In no event

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shall the Trustee be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Trustee has been advised of the possibility of such loss or damages.

12. WAIVER

12.1 Waiver

The Trustee may, other than in respect of Reserved Matters (as specified and defined in Schedule 5 (Provisions for Meetings of Bondholders)), without the consent of the Bondholders or Couponholders and without prejudice to its rights in respect of any subsequent breach, from time to time and at any time, if in its opinion the interests of the Bondholders will not be materially prejudiced thereby, waive or authorise, on such terms and conditions as seems expedient to it, any breach or proposed breach by the Issuer of any of the provisions of this Trust Deed or the Conditions or determine that any event, condition or act which would otherwise be an Event of Default or Potential Event of Default or Restructuring Event shall not be treated as such provided that it will not do so in contravention of any express direction given by any Extraordinary Resolution or a written request made pursuant to Condition 10 (Events of Default) but no such direction or request will affect any previous waiver, authorisation or determination. Any such waiver, authorisation or determination will be binding on the Bondholders and the Couponholders and, if the Trustee so requires, will be notified to the Bondholders as soon as practicable.

12.2 Enforcement proceedings

At any time after amounts in respect of principal of and interest on the Bonds shall have become due and payable but are unpaid, the Trustee may, at its discretion, and without further notice but subject as mentioned below, take such proceedings against, the Issuer as it may think fit to enforce the provisions of this Trust Deed in accordance with the terms hereof.

The Trustee shall only be bound to take proceedings pursuant to this Clause 12.2 if (i) it has been indemnified and/or prefunded and/or secured to its satisfaction against all liabilities, proceedings, claims and demands to which it may thereby become liable and all costs, charges and expenses which may be incurred by it in connection therewith and provided that the Trustee shall not be held liable for the consequence of taking any such action on individual Bondholders or Couponholders and (ii) it has been so requested in writing by the holders of not less than 25 per cent. of the principal amount outstanding of the Bonds or has been so directed by an Extraordinary Resolution.

12.3 No action by Bondholders or Couponholders

Only the Trustee may pursue the remedies available under general law or under this Trust Deed to enforce the rights of the Bondholders or Couponholders and no such holder will be entitled to proceed against the Issuer unless the Trustee, having become bound to act in accordance with the terms of this Trust Deed, fails to do so within a reasonable amount of time and such failure is continuing.

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13. TRUSTEE NOT PRECLUDED FROM ENTERING INTO CONTRACTS

No person, whether acting for itself or in any other capacity, will be precluded from becoming the owner of, or acquiring any interest in, holding or disposing of any Bond or Coupon or any shares or securities of the Issuer or any of its subsidiary, holding or associated companies with the same rights as it would have had if the Trustee were not Trustee or from entering into or being interested in any contracts or transactions with the Issuer or its subsidiary, holding or associated companies or from acting on, or as depositary or agent for, any committee or body of holders of any securities of the Issuer or its subsidiary, holding or associated companies and will not be liable to account for any profit.

14. MODIFICATION AND SUBSTITUTION

14.1 Modification

The Trustee may, without the consent of the Bondholders or Couponholders, agree (i) to any modification to the provisions of this Trust Deed or the Conditions which is of a formal, minor or technical nature or is made to correct a manifest error or (ii) other than in respect of Reserved Matters (as specified and defined in Schedule 5 (Provisions for Meetings of Bondholders)) to any modification to the provisions of this Trust Deed or the Conditions which is in its opinion not materially prejudicial to the interests of the Bondholders provided that it will not do so in contravention of any express direction given by any Extraordinary Resolution or a written request made pursuant to Condition 10 (Events of Default) but no such direction or request will affect any previous waiver, authorisation or determination. Any such modification shall be binding on the Bondholders and the Couponholders and, unless the Trustee agrees otherwise, the Issuer shall cause such modification to be notified to the Bondholders as soon as practicable thereafter in accordance with the Conditions.

14.2 Substitution

14.2.1 The Trustee may, without the consent of the Bondholders or Couponholders, agree with the Issuer to the substitution of any wholly-owned Subsidiary of the Issuer (the "Substituted Obligor") in place of the Issuer (or of any previous substitute under this sub-clause 14.2.1) as the principal debtor under this Trust Deed, the Bonds and the Coupons provided that, in the opinion of the Trustee, the interests of the Bondholders will not be materially prejudiced thereby and also provided that:

(a) a trust deed is executed or some other form of undertaking is given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the terms of this Trust Deed, the Bonds and the Coupons with any consequential amendments which the Trustee may deem appropriate as fully as if the Substituted Obligor had been named in this Trust Deed and on the Bonds and Coupons as the principal debtor in place of the Issuer;

(b) where the Substituted Obligor is subject generally to the taxing jurisdiction of any territory or any authority of or in that territory having

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power to tax (the "Substituted Territory") other than the territory to the taxing jurisdiction of which (or to any such authority of or in which) the Issuer is subject generally (the "Issuer's Territory") the Substituted Obligor will (unless the Trustee otherwise agrees) give to the Trustee an undertaking in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 8 (Taxation) with the substitution for the references in that Condition to the Issuer's Territory of references to the Substituted Territory and Condition 7(c) (Redemption for tax reasons) shall be modified accordingly; and in such event the Trust Deed, the Bonds and the Coupons will be read accordingly;

(c) if any two of the directors of the Substituted Obligor certify that it will be solvent immediately after such substitution, the Trustee need not have regard to the financial condition, profits or prospects of the Substituted Obligor or compare them with those of the Issuer;

(d) the Issuer and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the Bondholders; and

(e) (unless the Issuer's successor in business is the Substituted Obligor) the obligations of the Substituted Obligor under this Trust Deed, the Bonds and the Coupons are unconditionally and irrevocably guaranteed by the Issuer in form and manner satisfactory to the Trustee.

14.2.2 Release of Substituted Issuer: Any such agreement by the Trustee pursuant to this Clause 14.2 will, if so expressed, operate to release the Issuer (or any such previous substitute) from any or all of its obligations under this Trust Deed, the Bonds and the Coupons. Not later than 14 days after the execution of any such documents and after compliance with such requirements, notice of the substitution will be given to the Bondholders.

14.2.3 Completion of Substitution: Upon the execution of such documents and compliance with such requirements, the Substituted Obligor will be deemed to be named in this Trust Deed and on the Bonds and Coupons as the principal debtor in place of the Issuer (or of any previous substitute under this Clause 14.2) and this Trust Deed, the Bonds, the Coupons and the Paying Agency Agreement will be deemed to be modified in such manner as shall be necessary to give effect to the substitution and without prejudice to the generality of the foregoing any references in this Trust Deed, the Bonds, the Coupons or the Paying Agency Agreement to the Issuer shall be deemed to be references to the Substituted Obligor.

15. APPOINTMENT, RETIREMENT AND REMOVAL OF THE TRUSTEE

15.1 Appointment

The Issuer will have the power of appointing new trustees but no person will be so appointed unless previously approved by an Extraordinary Resolution. A trust corporation may be appointed sole trustee hereof but subject thereto there shall be at

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least two trustees hereof one at least of which shall be a trust corporation. Any appointment of a new Trustee will be notified by the Issuer to the Bondholders as soon as practicable. The Bondholders shall together have the power exercisable by an Extraordinary Resolution, to remove any trustee or trustees for the time being hereof. The removal of any trustee shall not become effective unless there remains a trustee hereof (being a trust corporation) in office after such removal.

15.2 Retirement and removal

Any Trustee for the time being of this Trust Deed may retire at any time giving not less than three calendar months' notice in writing to the Issuer without assigning any reason therefor and without being responsible for any costs occasioned by such retirement. The Trustee may not resign its appointment unless there remains a trustee hereof (being a trust corporation) in office after such retirement. If a sole trustee or sole trust corporation gives notice of retirement or an Extraordinary Resolution is passed for its removal under this Clause 15.2, the Issuer will use its best endeavours to procure that another trust corporation be appointed as Trustee provided that if, having given notice in writing to the Issuer of its intention to resign its appointment, a successor is not appointed within 30 days before the expiry of such notice then, in that case, the Trustee shall be entitled to procure forthwith a new Trustee. The Bondholders may by Extraordinary Resolution remove any Trustee provided that the retirement or removal of any sole trustee or sole trust corporation will not become effective until a trust corporation is appointed as successor Trustee.

15.3 Co-Trustees

The Trustee may, despite Clause 15.1 (Appointment), by notice in writing to the Issuer but without the consent of the Issuer or the Bondholders appoint anyone to act as a separate trustee or as a co-trustee in either case jointly with the Trustee:

15.3.1 if the Trustee considers such appointment to be in the interests of the Bondholders and/or the Couponholders;

15.3.2 for the purpose of conforming with any legal requirement, restriction or condition in any jurisdiction in which any particular act is to be performed; or

15.3.3 for the purpose of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction against the Issuer of either a judgment already obtained or any of the provisions of this Trust Deed.

Subject to the provisions of this Trust Deed the Trustee may confer on any person so appointed such functions as it thinks fit. The Trustee may by notice in writing to the Issuer and such person remove any person so appointed. At the request of the Trustee, the Issuer, as applicable, will forthwith do all things as may be required to perfect such appointment or removal and it irrevocably appoints the Trustee to be its attorney in its name and on its behalf to do so. Such proper remuneration as the Trustee may pay to such separate trustee or co-trustee, together with any attributable costs, charges and expenses incurred by it in performing its function as a separate trustee or co-trustee, shall for the purposes of this Trust Deed be treated as costs and expenses incurred by the Trustee.

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15.4 Competence of a majority of Trustees

If there are more than two Trustees the majority of such Trustees will (provided such majority includes a trust corporation) be competent to carry out all or any of the Trustee's functions.

15.5 Powers additional

The powers conferred by this Trust Deed upon the Trustee shall be in addition to any powers which may from time to time be vested in it by general law or as the holder of any of the Bonds or Coupons.

16. COUPONS

16.1 Notices

Neither the Trustee nor the Issuer need give any notice to the Couponholders and the Couponholders will be deemed to have notice of the contents of any notice given to the Bondholders in accordance with the Conditions.

16.2 Bondholders assumed to hold Coupons

Even if it has express notice to the contrary, whenever the Trustee is required to exercise any of its functions by reference to the interests of the Bondholders, the Trustee will assume that each Bondholder is the holder of all Coupons appertaining to each Bond of which he is the bearer. The holders of Coupons shall be bound by and subject to the terms of this Trust Deed to the same extent as if they were Bondholders; provided that no holder of a Coupon shall have any right of action by virtue of this Trust Deed or its holding of such Coupon.

17. CURRENCY INDEMNITY

17.1 Currency of account and payment

Sterling (the "Contractual Currency") is the sole currency of account and payment for all sums payable by the Issuer under or in connection with this Trust Deed, the Bonds and the Coupons, including damages.

17.2 Extent of discharge

Any amount received or recovered in a currency other than the Contractual Currency (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or otherwise), by the Trustee any Bondholder or Couponholder in respect of any sum expressed to be due to it from the Issuer will only constitute a discharge to the Issuer to the extent of the Contractual Currency amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).

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17.3 Indemnities

If that Contractual Currency amount is less than the Contractual Currency amount expressed to be due to the recipient under this Trust Deed, the Bonds or the Coupons, the Issuer will indemnify it against any loss sustained by it as a result. In any event, the Issuer will indemnify the recipient against the cost of making any such purchases.

17.4 Indemnities separate

These indemnities constitute a separate and independent obligation from the other obligations in this Trust Deed, will give rise to a separate and independent cause of action, will apply irrespective of any indulgence granted by the Trustee and/or any Bondholder or Couponholder and will continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Trust Deed, the Bonds and/or the Coupons or any judgment or order. No proof of evidence of any actual loss may be required.

17.5 Merger

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Trust Deed, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

18. COMMUNICATIONS

Any notices and communications hereunder shall be made in writing (by letter or fax) and shall be sent as follows:

18.1.1 in the case of the Issuer, to it:

Lloyds Court

78 Grey Street

Newcastle-upon-Tyne NE1 6AF

Fax no:    + 44 191 223 5165

Attention:    Finance Director

18.1.2 in the case of the Trustee, to it at:

8 Canada Square

London

E14 5HQ

United Kingdom

Fax no.    +44 20 7991 4350

Attention:    CTLA Trustee Services Administration

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or, in any case, to such other address or fax number or for the attention of such other person or department as the addressee has by prior notice to the sender specified for the purpose.

Every notice or communication sent in accordance with this Clause 18 shall be effective, if sent by letter or fax, upon receipt by the addressee; provided, however, that any such notice or communication which would otherwise take effect after 4.00 p.m. on any particular day, or on a non business day in the place of the addressee, shall not take effect until 10.00 a.m. on the immediately succeeding business day in the place of the addressee.

19. GOVERNING LAW

This Trust Deed, and any issues or disputes arising out of or in connection with it (whether such disputes are contractual or non-contractual in nature) should be governed by and construed in accordance with English law.

20. JURISDICTION

20.1 English courts

The courts of England have exclusive jurisdiction to settle any dispute (a "Dispute"), arising from or connected with this Trust Deed or the Bonds (including a dispute relating to non-contractual obligations arising from or in connection with this Trust Deed or the Bonds, or a dispute regarding the existence, validity or termination of this Trust Deed or the Bonds) or the consequences of their nullity.

20.2 Appropriate forum

The parties agree that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that they will not argue to the contrary.

20.3 Rights of the Trustee and Bondholders to take proceedings outside England

Clause 20.1 (English courts) is for the benefit of the Trustee and the Bondholders only. As a result, nothing in this Clause 20 prevents the Trustee or, without prejudice to Clause 12.3, any of the Bondholders from taking proceedings relating to a Dispute ("Proceedings") in any other courts with jurisdiction. To the extent allowed by law, the Trustee or any of the Bondholders may take concurrent Proceedings in any number of jurisdictions.

21. SEVERABILITY

In case any provision in or obligation under this Trust Deed shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

22. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No person shall have any right to enforce any provision of this Trust Deed under the Contracts (Rights of Third Parties) Act 1999.

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23. COUNTERPARTS

This Trust Deed may be executed in any number of counterparties and by the parties hereto on separate counterparts, each of which shall be an original, but all the counterparts shall together constitute one and the same instrument.

IN WITNESS WHEREOF this Trust Deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered the day and year first before written.

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Schedule 1FORM OF TEMPORARY GLOBAL BOND

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

NORTHERN POWERGRID (YORKSHIRE) PLC

(incorporated with limited liability under

the laws of England and Wales with registered number 04112320)

£150,000,000

2.500 per cent. Bonds due 1 April 2025

TEMPORARY GLOBAL BOND

1. INTRODUCTION

This Temporary Global Bond is issued in respect of the £150,000,000 2.500 per cent. Bonds due 1 April 2025 (the "Bonds") of Northern Powergrid (Yorkshire) plc (the "Issuer"). The Bonds are subject to, and have the benefit of, a trust deed dated 1 April 2015 (as amended or supplemented from time to time, the "Trust Deed") between the Issuer and HSBC Corporate Trustee (UK) Limited as trustee (the "Trustee", which expression includes all persons for the time being appointed trustee or trustees under the Trust Deed) and are the subject of a paying agency agreement dated 1 April 2015 (as amended or supplemented from time to time, the "PayingAgency Agreement") and made between the Issuer, HSBC Bank plc as principal paying agent (the "Principal Paying Agent", which expression includes any successor principal paying agent appointed from time to time in connection with the Bonds), the other paying agent named therein (together with the Principal Paying Agent, the "Paying Agents", which expression includes any successor or additional paying agents appointed from time to time in connection with the Bonds) and the Trustee.

2. REFERENCES TO CONDITIONS

Any reference herein to the "Conditions" is to the terms and conditions of the Bonds set out in Schedule 4 (Terms and Conditions of the Bonds) of the Trust Deed and any reference to a numbered "Condition" is to the correspondingly numbered provision thereof. Words and expressions defined in the Conditions shall have the same meanings when used in this Temporary Global Bond.

3. PROMISE TO PAY

The Issuer, for value received, promises to pay to the bearer of this Temporary Global Bond the principal sum of

£150,000,000

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(One Hundred and Fifty Million Pounds Sterling)

on 1 April 2025 or on such earlier date or dates as the same may become payable in accordance with the Conditions, and to pay interest on such principal sum in arrear on the dates and at the rate specified in the Conditions, together with any additional amounts payable in accordance with the Conditions, all subject to and in accordance with the Conditions; provided, however, that such interest shall be payable only:

3.1 in the case of interest falling due before the Exchange Date (as defined below), to the extent that a certificate or certificates issued by Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") and/or Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg") dated not earlier than the date on which such interest falls due and in substantially the form set out in Schedule 3 (Form of Euroclear/Clearstream, Luxembourg Certification) hereto is/are delivered to the Specified Office (as defined in the Conditions) of the Principal Paying Agent; or

3.2 in the case of interest falling due at any time, to the extent that the Issuer has failed to procure the exchange for a permanent global bond of that portion of this Temporary Global Bond in respect of which such interest has accrued.

4. NEGOTIABILITY

This Temporary Global Bond is negotiable and, accordingly, title to this Temporary Global Bond shall pass by delivery.

5. EXCHANGE

On or after the day following the expiry of 40 days after the date of issue of this Temporary Global Bond (the "Exchange Date"), the Issuer shall procure (in the case of first exchange) the delivery of a permanent global bond (the "Permanent Global Bond") in substantially the form set out in Schedule 2 (Form of Permanent Global Bond) to the Trust Deed to the bearer of this Temporary Global Bond or (in the case of any subsequent exchange) an increase in the principal amount of the Permanent Global Bond in accordance with its terms against:

5.1 presentation and (in the case of final exchange) surrender of this Temporary Global Bond at the specified office of the Principal Paying Agent; and

5.2 receipt by the Principal Paying Agent of a certificate or certificates issued by Euroclear and/or Clearstream, Luxembourg dated not earlier than the Exchange Date and in substantially the form set out in Schedule 3 (Form of Euroclear/Clearstream, Luxembourg Certification) hereto.

The principal amount of the Permanent Global Bond shall be equal to the aggregate of the principal amounts specified in the certificates issued by Euroclear and/or Clearstream, Luxembourg and received by the Principal Paying Agent; provided, however,that in no circumstances shall the principal amount of the Permanent Global Bond exceed the initial principal amount of this Temporary Global Bond.

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6. WRITING DOWN

On each occasion on which:

6.1 the Permanent Global Bond is delivered or the principal amount thereof is increased in accordance with its terms in exchange for a further portion of this Temporary Global Bond; or

6.2 Bonds represented by this Temporary Global Bond are to be cancelled in accordance with Condition 7(e) (Redemption and Purchase - Cancellation),

the Issuer shall procure that (a) the principal amount of the Permanent Global Bond, the principal amount of such increase or (as the case may be) the aggregate principal amount of such Bonds and (b) the remaining principal amount of this Temporary Global Bond (which shall be the previous principal amount hereof less the aggregate of the amounts referred to in (a)) are noted in Schedule 1 (Payments, Exchange and Cancellation of Bonds) hereto, whereupon the principal amount of this Temporary Global Bond shall for all purposes be as most recently so noted.

7. PAYMENTS

All payments in respect of this Temporary Global Bond shall be made against presentation and (in the case of payment of principal in full with all interest accrued thereon) surrender of this Temporary Global Bond at the Specified Office of any Paying Agent and shall be effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Bonds. On each occasion on which a payment of interest is made in respect of this Temporary Global Bond, the Issuer shall procure that the same is noted in Schedule 1 (Payments, Exchange and Cancellation of Bonds) hereto.

8. CONDITIONS APPLY

Until this Temporary Global Bond has been exchanged as provided herein or cancelled in accordance with the Paying Agency Agreement, the bearer of this Temporary Global Bond shall be subject to the Conditions and, subject as otherwise provided herein, shall be entitled to the same rights and benefits under the Conditions as if the bearer were the holder of Bonds in definitive form in substantially the form set out in Schedule 3 (Form of Definitive Bond) to the Trust Deed and the related interest coupons in the denomination of £100,000 and in an aggregate principal amount equal to the principal amount of this Global Bond.

9. NOTICES

Notwithstanding Condition 14 (Notices), while all the Bonds are represented by this Temporary Global Bond (or by this Temporary Global Bond and the Permanent Global Bond) and this Temporary Global Bond is (or this Temporary Global Bond and the Permanent Global Bond are) deposited with a common depositary for Euroclear and Clearstream, Luxembourg, notices to Bondholders may be given by delivery of the relevant notice to Euroclear and Clearstream, Luxembourg and, in any case, such notices shall be deemed to have been given to the Bondholders in accordance with the Condition 14 (Notices) on the date of delivery to Euroclear and Clearstream, Luxembourg.

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10. AUTHENTICATION

This Temporary Global Bond shall not be valid for any purpose until it has been authenticated for and on behalf of HSBC Bank plc as principal paying agent.

11. GOVERNING LAW

This Temporary Global Bond and all matters arising from or connected with it are governed by, and shall be construed in accordance with, English law.

AS WITNESS the manual or facsimile signature of a duly authorised person on behalf of the Issuer.

NORTHERN POWERGRID (YORKSHIRE) PLC

By:        

(duly authorised)

ISSUED on 1 April 2015

AUTHENTICATED for and on behalf of

HSBC BANK PLC

as principal paying agent

without recourse, warranty or liability

By:        

(duly authorised)

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Schedule 1PAYMENTS, EXCHANGE AND CANCELLATION OF BONDS

Date of payment, delivery or cancellation Amount of interest then paid Principal amount of Permanent Global Bond then delivered or by which Permanent Global Bond then increased Aggregate principal amount of Bonds then cancelled Remaining principal amount of this Temporary Global Bond Authorised Signature

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Schedule 2FORM OF ACCOUNTHOLDER'S CERTIFICATION

NORTHERN POWERGRID (YORKSHIRE) PLC

(incorporated with limited liability under

the laws of England and Wales with registered number 04112320)

£150,000,000

2.500 per cent. Bonds due 1 April 2025

This is to certify that as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account (a) are owned by persons that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source ("United States persons"), (b) are owned by United States person(s) that (i) are foreign branches of a United States financial institution (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv)) ("financial institutions") purchasing for their own account or for resale, or (ii) acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (i) or (ii), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise the issuer or the issuer's agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (c) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Securities is a United States or foreign financial institution described in clause (c) (whether or not also described in clause (a) or (b)) this is to further certify that such financial institution has not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

If the Securities are of the category contemplated in Section 903(b)(3) of Regulation S under the Securities Act of 1933, as amended (the "Act"), then this is also to certify that, except as set forth below, the Securities are beneficially owned by (1) non-U.S. person(s) or (2) U.S. person(s) who purchased the Securities in transactions which did not require registration under the Act. As used in this paragraph the term "U.S. person" has the meaning given to it by Regulation S under the Act.

As used herein, "United States" means the United States of America (including the States and the District of Columbia); and its "possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Securities held by you for our account in accordance with your operating procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.

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This certification excepts and does not relate to £[      ] of such interest in the above Securities in respect of which we are not able to certify and as to which we understand exchange and delivery of definitive Securities (or, if relevant, exercise of any rights or collection of any interest) cannot be made until we do so certify.

We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings.

Dated:    [                                ]

[name of account holder]

as, or as agent for,

the beneficial owner(s) of the Securities

to which this certificate relates.

By:        

(Authorised signatory)

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Schedule 3FORM OF EUROCLEAR/CLEARSTREAM, LUXEMBOURG CERTIFICATION

NORTHERN POWERGRID (YORKSHIRE) PLC

(incorporated with limited liability under

the laws of England and Wales with registered number 04112320)

£150,000,000

2.500 per cent. Bonds due 1 April 2025

This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organisations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our "Member Organisations") substantially to the effect set forth in the temporary global bond issued in respect of the securities, as of the date hereof, £[      ] principal amount of the above-captioned Securities (a) is owned by persons that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source ("United States persons"), (b) is owned by United States persons that (i) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv)) ("financial institutions") purchasing for their own account or for resale, or (ii) acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (i) or (ii), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the Issuer or the Issuer's agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (c) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign financial institutions described in clause (c) (whether or not also described in clause (a) or (b)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

If the Securities are of the category contemplated in Section 903(b)(3) of Regulation S under the Securities Act of 1933, as amended (the "Act"), then this is also to certify with respect to the principal amount of Securities set forth above that, except as set forth below, we have received in writing, by tested telex or by electronic transmission, from our Member Organisations entitled to a portion of such principal amount, certifications with respect to such portion substantially to the effect set forth in the temporary global bond issued in respect of the Securities.

We further certify (1) that we are not making available herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) any portion of the temporary global security excepted in such certifications and (2) that as of the date hereof we have not received any notification from any of our Member Organisations to the effect that the statements made by such Member Organisations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as of the date hereof.

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We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings.

Dated:    [                          ]

EUROCLEAR BANK SA/NV

as operator of the Euroclear System

or

CLEARSTREAM BANKING, société anonyme, Luxembourg

By:        

(Authorised signatory)

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SCHEDULE 2FORM OF PERMANENT GLOBAL BOND

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

NORTHERN POWERGRID (YORKSHIRE) PLC

(incorporated with limited liability under

the laws of England and Wales with registered number 04112320)

£150,000,000

2.500 per cent. Bonds due 1 April 2025

PERMANENT GLOBAL BOND

1. INTRODUCTION

This Permanent Global Bond is issued in respect of the £150,000,000 2.500 per cent. Bonds due 1 April 2025 (the "Bonds") of Northern Powergrid (Yorkshire) plc (the "Issuer"). The Bonds are subject to, and have the benefit of, a trust deed dated 1 April 2015 (as amended or supplemented from time to time, the "Trust Deed") between the Issuer and HSBC Corporate Trustee Company (UK) Limited as trustee (the "Trustee", which expression includes all persons for the time being appointed trustee or trustees under the Trust Deed) and are the subject of a paying agency agreement dated 1 April 2015 (as amended or supplemented from time to time, the "PayingAgency Agreement") and made between the Issuer, HSBC Bank plc as principal paying agent (the "Principal Paying Agent", which expression includes any successor principal paying agent appointed from time to time in connection with the Bonds), the other paying agent named therein (together with the Principal Paying Agent, the "Paying Agents", which expression includes any successor or additional paying agents appointed from time to time in connection with the Bonds) and the Trustee.

2. REFERENCES TO CONDITIONS

Any reference herein to the "Conditions" is to the terms and conditions of the Bonds set out in Schedule 2 (Terms and Conditions of the Bonds) hereto and any reference to a numbered "Condition" is to the correspondingly numbered provision thereof. Words and expressions defined in the Conditions shall have the same meanings when used in this Global Bond.

3. PROMISE TO PAY

The Issuer, for value received, promises to pay to the bearer of this Global Bond, in respect of each Bond represented by this Global Bond, its principal amount on 1 April 2025 or on such earlier date or dates as the same may become payable in accordance with the Conditions, and to pay interest on each such Bond on the dates and in the manner

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specified in the Conditions, together with any additional amounts payable in accordance with the Conditions, all subject to and in accordance with the Conditions. The Issuer shall procure that the initial aggregate principal amount of Bonds represented by this Global Bond is noted in Schedule 1 (Payments, Exchanges against Temporary Global Bond, Delivery of Definitive Bonds and Cancellation of Bonds) hereto, whereupon the principal amount of this Global Bond shall for all purposes be such amount, subject as provided in paragraph 7 (Writing Down) and paragraph 8 (Writing Up) below.

4. NEGOTIABILITY

This Global Bond is negotiable and, accordingly, title to this Global Bond shall pass by delivery.

5. EXCHANGE

This Global Bond will be exchanged, in whole but not in part only, for Bonds in definitive form ("Definitive Bonds") in substantially the form set out in Schedule 3 (Form of Definitive Bond) to the Trust Deed if any of the events specified in Clause 3.3 (Exchange for Definitive Bonds) of the Trust Deed occurs.

6. DELIVERY OF DEFINITIVE BONDS

Whenever this Global Bond is to be exchanged for Definitive Bonds, the Issuer shall procure the prompt delivery of such Definitive Bonds, duly authenticated and with interest coupons ("Coupons") attached, in an aggregate principal amount equal to the principal amount of this Global Bond to the bearer of this Global Bond against the surrender of this Global Bond at the Specified Office (as defined in the Conditions) of the Principal Paying Agent within 30 days of the occurrence of the relevant Exchange Event.

7. WRITING DOWN

On each occasion on which:

7.1 a payment of principal is made in respect of this Global Bond;

7.2 Definitive Bonds are delivered; or

7.3 Bonds represented by this Global Bond are to be cancelled in accordance with Condition 7(e) (Redemption and Purchase - Cancellation),

the Issuer shall procure that (i) the amount of such payment and the aggregate principal amount of such Bonds and (ii) the remaining principal amount of this Global Bond (which shall be the previous principal amount hereof less the aggregate of the amounts referred to in (i) above) are noted in Schedule 1 (Payments, Exchanges against Temporary Global Bond, Delivery of Definitive Bonds and Cancellation of Bonds) hereto, whereupon the principal amount of this Global Bond shall for all purposes be as most recently so noted.

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8. WRITING UP

If this Global Bond was originally issued in exchange for part only of a temporary global bond representing the Bonds, then all references in this Global Bond to its principal amount shall be construed as references to the principal amount of the part of the temporary global bond in exchange for which this Global Bond was originally issued which the Issuer shall procure is noted in Schedule 1 (Payments, Exchanges against Temporary Global Bond, Delivery of Definitive Bonds and Cancellation of Bonds) hereto. If at any subsequent time any further portion of such temporary global bond is exchanged for an interest in this Global Bond, the principal amount of this Global Bond shall be increased by the amount of such further portion, and the Issuer shall procure that the principal amount of this Global Bond (which shall be the previous principal amount hereof plus the amount of such further portion) is noted in Schedule 1 (Payments, Exchanges against Temporary Global Bond, Delivery of Definitive Bonds and Cancellation of Bonds) hereto, whereupon the principal amount of this Global Bond shall for all purposes be as most recently so noted.

9. PAYMENTS

All payments in respect of this Global Bond shall be made against presentation and (in the case of payment of principal in full with all interest accrued thereon) surrender of this Global Bond at the specified office of any Paying Agent and shall be effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Bonds. On each occasion on which a payment of interest is made in respect of this Global Bond, the Issuer shall procure that the same is noted in Schedule 1 (Payments, Exchanges against Temporary Global Bond, Delivery of Definitive Bonds and Cancellation of Bonds) hereto.

10. CONDITIONS APPLY

Until this Global Bond has been exchanged as provided herein or cancelled in accordance with the Paying Agency Agreement, the bearer of this Global Bond shall be subject to the Conditions and, subject as otherwise provided herein, shall be entitled to the same rights and benefits under the Conditions as if it were the holder of Definitive Bonds and the related Coupons in the denomination of £100,000 and in an aggregate principal amount equal to the principal amount of this Global Bond.

11. EXERCISE OF PUT OPTION

In order to exercise the option contained in Condition 11 (Restructuring Event) (the "Put Option"), the bearer of this Global Bond must, within the period specified in the Conditions for the deposit of the relevant Bond and Put Event Notice (as defined in Condition 11), give written notice of such exercise to the Principal Paying Agent specifying the principal amount of Bonds in respect of which the Put Option is being exercised. Any such notice shall be irrevocable and may not be withdrawn.

12. EXERCISE OF CALL OPTION

In connection with an exercise of the option contained in Condition 7(b) (Redemption at the option of the Issuer) in relation to some only of the Bonds, this Global Bond may

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be redeemed in part in the principal amount specified by the Issuer in accordance with the Conditions and the Bonds to be redeemed will be selected as provided in the Conditions.

13. NOTICES

Notwithstanding Condition 14 (Notices), while all the Bonds are represented by this Global Bond (or by this Global Bond and a temporary global bond) and this Global Bond is (or this Global Bond and a temporary global bond are) deposited with a common depositary for Euroclear and Clearstream, Luxembourg, notices to Bondholders may be given by delivery of the relevant notice to Euroclear and Clearstream, Luxembourg and, in any case, such notices shall be deemed to have been given to the Bondholders in accordance with the Condition 14 (Notices) on the date of delivery to Euroclear and Clearstream, Luxembourg.

14. AUTHENTICATION

This Global Bond shall not be valid for any purpose until it has been authenticated for and on behalf ofHSBC Bank plc as principal paying agent.

15. GOVERNING LAW

This Global Bond and all matters arising from or connected with it are governed by, and shall be construed in accordance with, English law.

AS WITNESS the manual or facsimile signature of a duly authorised person on behalf of the Issuer.

NORTHERN POWERGRID (YORKSHIRE) PLC

By:        

(duly authorised)

ISSUED as of 1 April 2015

AUTHENTICATED for and on behalf of

HSBC BANK PLC

as principal paying agent

without recourse, warranty or liability

By:        

(duly authorised)

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Schedule 1

Payments, Exchanges against Temporary Global Bond, Delivery of Definitive Bonds and Cancellation of Bonds

Date of payment, exchange, delivery or cancellation Amount of interest then paid Principal amount of Temporary Global Bond then exchanged Aggregate principal amount of Definitive Bonds then delivered Aggregate principal amount of Bonds then cancelled New principal amount of this Global Bond Authorised signature

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Schedule 2
Terms and Conditions of the Bonds

To be included in the Permanent Global Bond as set out in Schedule 4 (Terms and Conditions of the Bonds) of the Trust Deed.

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SCHEDULE 3FORM OF DEFINITIVE BOND

[On the face of the Bond:]

[currency][denomination]

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

NORTHERN POWERGRID (YORKSHIRE) PLC

(incorporated with limited liability under

the laws of England and Wales with registered number 04112320)

£150,000,000

2.500 per cent. Bonds due 1 April 2025

The Issuer, for value received, promises to pay to the bearer the principal sum of

£100,000

(ONE HUNDRED THOUSAND POUNDS)

on 1 April 2025, or on such earlier date or dates as the same may become payable in accordance with the conditions endorsed hereon (the "Conditions"), and to pay interest on such principal sum in arrear on the dates and at the rate specified in the Conditions, together with any additional amounts payable in accordance with the Conditions, all subject to and in accordance with the Conditions.

Interest is payable on the above principal sum at the rate of 2.500 per cent. per annum, payable annually in arrear on 1 April in each year, all subject to and in accordance with the Conditions.

This Bond and the interest coupons relating hereto shall not be valid for any purpose until this Bond has been authenticated for and on behalf of HSBC Bank plc as principal paying agent.

AS WITNESS the facsimile signature of a duly authorised person on behalf of the Issuer.

NORTHERN POWERGRID (YORKSHIRE) PLC

By:        

[facsimile signature]

(duly authorised)

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ISSUED as of 1 April 2015

AUTHENTICATED for and on behalf of

HSBC BANK PLC

as principal paying agent

without recourse, warranty or liability

By:        

[manual signature]

(duly authorised)

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[On the reverse of the Bond:]

TERMS AND CONDITIONS

[As set out in Schedule 4 (Terms and Conditions of the Bonds) of the Trust Deed]

[At the foot of the Terms and Conditions:]

PRINCIPAL PAYING AGENT

HSBC Bank plc

Level 24

8 Canada Square

London E14 5HQ

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Form of Coupon

[On the face of the Coupon:]

NORTHERN POWERGRID (YORKSHIRE) PLC

£150,000,000 2.500 per cent. Bonds due 1 April 2025

Coupon for £[amount of interest payment] due on [interest payment date].

Such amount is payable, subject to the terms and conditions (the "Conditions") endorsed on the Bond to which this Coupon relates (which are binding on the holder of this Coupon whether or not it is for the time being attached to such Bond), against presentation and surrender of this Coupon at the specified office for the time being of any of the agents shown on the reverse of this Coupon (or any successor or additional agents appointed from time to time in accordance with the Conditions).

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

[On the reverse of the Coupon:]

Principal Paying Agent: HSBC Bank plc, Level 24, 8 Canada Square, London E14 5HQ

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SCHEDULE 4TERMS AND CONDITIONS OF THE BONDS

The £150,000,000 2.500 per cent. Bonds due 2025 (the "Bonds", which expression shall, unless the context otherwise requires, include any Further Bonds (as defined in Condition 3 (Definitions)) of Northern Powergrid (Yorkshire) plc (the "Issuer") are constituted by and subject to a trust deed dated 1 April 2015 (as the same may be amended and/or supplemented from time to time, the "TrustDeed") between the Issuer and HSBC Corporate Trustee Company (UK) Limited (the "Trustee", which expression shall, wherever the context so admits, include its successors as trustee under the Trust Deed) as trustee for the holders of the Bonds (the "Bondholders"). The statements in these Terms and Conditions include summaries of and are subject to, the detailed provisions of the Trust Deed. Copies of the Trust Deed and the Paying Agency Agreement dated 1 April 2015 (the "PayingAgencyAgreement") between the Issuer, HSBC Bank plc (the "Principal Paying Agent") and any paying agent appointed thereunder (each a "Paying Agent" and together with the Principal Paying Agent, the "Paying Agents") and the Trustee will be available for inspection by Bondholders and the holders of the interest coupons appertaining to the Bonds (respectively, the "Couponholders" and the "Coupons") at the specified office(s) of each of the Paying Agents. The Bondholders and the Couponholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the provisions of the Paying Agency Agreement applicable to them.

1. FORM, DENOMINATION AND TITLE

The Bonds are serially numbered and in bearer form in the denominations of £100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000, each with Coupons attached on issue. No definitive Bonds will be issued with a denomination above £199,000. Title to the Bonds and to the Coupons will pass by delivery. Bonds of one denomination may not be exchanged for Bonds of the other denomination. The holder of any Bond or Coupon will (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust, or any interest in it, any writing on it, or its theft or loss) and no person will be liable for so treating the holder. No person shall have any right to enforce any term or condition of the Bonds or the Trust Deed under the Contracts (Rights of Third Parties) Act 1999.

2. STATUS

The Bonds and Coupons constitute direct, unconditional and (subject to the provisions of Condition 4(a) (Negative Pledge)) unsecured obligations of the Issuer and rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Bonds and the Coupons shall, subject as aforesaid and save for such obligations as may be preferred by laws that are mandatory or of general application, at all times rank at least equally with all its present and future unsecured and unsubordinated obligations.

3. DEFINITIONS

"Business Day" means any day (other than a Saturday or Sunday) on which banks and other financial institutions are open for business in London.

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"Cash Equivalents" means investments in sterling demand or time deposits, UK Government Stock, certificates of deposit and short term debt obligations (including commercial paper), synthetic sterling deposits, shares in money market liquidity funds and guaranteed investment contracts, provided that in all cases such investments have a maturity of no longer than nine months from the date of their acquisition.

"Distribution" means any dividend, distribution or payment (including by way of redemption, repurchase, retirement, return or repayment) in respect of the share capital of the Issuer.

"Companies Act" means the Companies Act 2006 as amended or re-enacted from time to time and all subordinate legislation made pursuant thereto.

"Electricity Act" means the Electricity Act 1989 as amended or re-enacted from time to time and all subordinate legislation made pursuant thereto.

"Electricity Distribution Licence" means the electricity distribution licence granted or treated as granted to the Issuer under section 6(1)(c) of the Electricity Act.

"Energy Act" means the Energy Act 2004 as amended or re-enacted from time to time and all subordinate legislation made pursuant thereto.

"Energy Administrator" means an energy administrator appointed pursuant to Part 3 of the Energy Act.

"Event of Default" means any of the events set out in Condition 10 (Events of Default).

"Final Determination" means the final determination document published by Ofgem for each electricity distribution price control review.

"Financial Indebtedness" means, at any time, the outstanding principal, capital or nominal amount and any fixed or minimum premium payable on prepayment or redemption of any indebtedness for or in respect of:

(i) moneys borrowed and debit balances with financial institutions;

(ii) any amount raised by acceptance under any acceptance credit facility;

(iii) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(iv) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease;

(v) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(vi) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution (excluding any given in respect of trade credit arising in the ordinary course of business);

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(vii) any amount raised by the issue of redeemable shares which are redeemable prior to 1 April 2025;

(viii) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; and

(ix) (without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (i) to (viii) above.

"Fitch" means Fitch Ratings Limited.

"Further Bonds" means all further bonds created and issued by the Issuer in accordance with Condition 17 (Further Bonds) and/or for the time being outstanding or, as the context may require, a specific proportion thereof.

"IFRS" means the international accounting standards within the meaning of the IAS Regulation 1606/2002.

"Indebtedness For Borrowed Money" means any indebtedness (whether being principal, premium, interest or other amounts) for (i) money borrowed, (ii) payment obligations under or in respect of any acceptance or acceptance credit, or (iii) any notes, bonds, debentures, debenture stock, loan stock or other debt securities offered, issued or distributed whether by way of public offer, private placing, acquisition consideration or otherwise and whether issued for cash or in whole or in part for a consideration other than cash.

"Investment Grade Rating" means a credit rating assigned by a Rating Agency of BBB- (in the case of such ratings assigned by S&P and/or Fitch) or Baa3 (in the case of such ratings assigned by Moody's) or the equivalents of such ratings for the time being, or better.

"Issue Date" means 1 April 2015.

"Moody's" means Moody's Investors Service Limited.

A "Negative Rating Event" shall be deemed to have occurred if (i) the Issuer does not, either prior to or no later than 14 days after the date of a Negative Certification (as defined in Condition 11 (Restructuring Event)) in respect of the relevant Restructuring Event, seek, and thereupon use all reasonable endeavours to obtain, from a Rating Agency, a rating of the Reference Rated Securities or these Bonds or any other unsecured and unsubordinated debt of the Issuer having an initial maturity of five years or more or (ii) if it does so seek and use such endeavours, it is unable, as a result of such Restructuring Event, to obtain such a rating which is an Investment Grade Rating.

"Ofgem" means the Gas and Electricity Markets Authority and/or the Office of Gas and Electricity Markets, including their successor office or body, as appropriate.

"Potential Event of Default" means an event or circumstance which would with the giving of notice and/or lapse of time and/or the issuing of a certificate become an Event of Default.

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A "Put Event" occurs on the date of the last to occur of (i) a Restructuring Event, (ii) either a Rating Downgrade or, as the case may be, a Negative Rating Event, and (iii) the relevant Negative Certification.

"Rating Agencies" means S&P, Moody's and Fitch, and "Rating Agency" means any one of them.

A "Rating Downgrade" shall be deemed to have occurred if the then current rating assigned to any Reference Rated Securities by two out of three Rating Agencies (whether provided by a Rating Agency at the invitation of the Issuer or by its own volition) is withdrawn or reduced from an Investment Grade Rating to a non-Investment Grade Rating (BB+/Ba1, or their respective equivalents for the time being, or worse) or, if two out of three Rating Agencies shall then have already assigned a non-Investment Grade Rating (as described above) to the Reference Rated Securities, both such ratings are lowered one full rating category.

"Reference Gilt" means the 5.000 per cent. Treasury Stock due March 2025 or such other conventional (i.e. not index linked) UK Government Stock as the Issuer (with the advice of an independent financial institution of international repute appointed by the Issuer) may determine to be the most appropriate benchmark conventional UK Government Stock.

"Reference Rated Securities" means the Bonds for so long as they have a rating from two or more Rating Agencies, and otherwise any other unsecured and unsubordinated debt securities of the Issuer having an initial maturity of five years or more which are rated by two or more Rating Agencies.

"Regulated Asset Value" means the regulatory asset value of the Issuer as set out in the most recent Final Determination or, if any electricity distribution price control financial model has been published on Ofgem's website since the most recent Final Determination, the regulatory asset value of the Issuer as set out in such financial model, in each case, adjusted for inflation, as of the 31 March nearest to the date on which the Issuer proposes to make any Distribution or other relevant date, provided that if at any time Ofgem alters its methodology of determining Regulated Asset Value in a manner which results in a change in Regulated Asset Value, appropriate adjustments to this definition (and to other terms defined or described herein solely for the purposes of this definition) so as to preserve the original intent of Conditions 4(b) (Restriction on Distributions) and 10(c) (Events of Default) shall be determined by an independent accountant experienced in the regulated electricity distribution market selected by the Issuer.

"Relevant Indebtedness" means any indebtedness (whether being principal, premium, interest or other amounts) in the form of or represented by notes, bonds, debentures, debenture stock, loan stock or other securities, whether issued for cash or in whole or in part for a consideration other than cash, and which, with the agreement of the person issuing the same, are quoted, listed or ordinarily dealt in on any stock exchange or recognised over-the-counter or other securities market.

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"Restructuring Event" means the occurrence of any one or more of the following events:

(i) (a) written notice being given to the Issuer of revocation of its Electricity Distribution Licence which is requisite to the conduct of the Issuer's business at the relevant time or (b) the Issuer agreeing in writing to any revocation or surrender of its Electricity Distribution Licence which is requisite to the conduct of the Issuer's business at the relevant time or (c) any legislation (whether primary or subordinate) being enacted terminating or revoking its Electricity Distribution Licence which is requisite to the conduct of the Issuer's business at the relevant time, except in any such case in circumstances where a licence or licences is or are granted to the Issuer or a Subsidiary of the Issuer 100 per cent. of the ordinary share capital of which is owned directly or indirectly by the Issuer (the "Relevant Transferee") and provided thatthe terms of such licence or licences are substantially no less favourable than the Electricity Distribution Licence in which event all references in these Terms and Conditions to the Electricity Distribution Licence and the Issuer in its capacity as holder of the Electricity Distribution Licence shall hereafter be deemed to be references to the licence or licences on substantially no less favourable terms and the Relevant Transferee respectively; or

(ii) any modification (other than a modification which is of a formal, minor or technical nature) being made to the terms and conditions of the Electricity Distribution Licence on or after the Issue Date unless two Directors of the Issuer have certified in good faith to the Trustee (and the Trustee may rely absolutely on such certification) that the modified terms and conditions are not materially less favourable to the business of the Issuer. For the purposes of this paragraph (ii) a modification which (a) results in a licence or licences being granted to the Issuer or a Subsidiary of the Issuer 100 per cent. of the ordinary share capital of which is owned directly or indirectly by the Issuer (collectively, the "Applicable Transferees") and provided thatthe terms of such licence or licences are substantially no less favourable than the terms of the Electricity Distribution Licence or (b) results in a licence or licences being granted to an Applicable Transferee provided thatthe terms of such licence or licences are substantially no less favourable than the terms of the Electricity Distribution Licence, shall not be deemed to be a modification within this paragraph (ii). In the event of such a modification as is referred to in (a) or (b), all references in these Terms and Conditions to the Electricity Distribution Licence and the Issuer in its capacity as holder of the Electricity Distribution Licence shall thereafter be deemed to be references to the licence or licences granted to the Applicable Transferee and to the Applicable Transferee, respectively; or

(iii) any legislation (whether primary or subordinate) is enacted which removes, qualifies or amends (other than an amendment which is of a formal, minor or technical nature) the duties of the Secretary of State (or any successor) and/or Ofgem under the Electricity Act as in force on the Issue Date, unless two Directors of the Issuer have certified in good faith to the Trustee (and the Trustee may rely absolutely on such certification) that such removal, qualification or amendment does not have a materially adverse effect on the financial condition of the Issuer.

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"Restructuring Period" means:

(i) if at the time a Restructuring Event occurs there are Reference Rated Securities, the period of 90 days starting from and including the day on which the Restructuring Event occurs; or

(ii) if at the time a Restructuring Event occurs there are not Reference Rated Securities, the period starting from and including the day on which the Restructuring Event occurs and ending on the day 90 days following the later of (a) the date on which the Issuer shall seek to obtain a rating pursuant to the definition of Negative Rating Event prior to the expiry of the 14 days referred to in the definition of Negative Rating Event and (b) the date on which a Negative Certification shall have been given to the Issuer in respect of the Restructuring Event.

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.

"Security Interest" means a mortgage, charge, lien, pledge or other security interest.

"Senior Total Net Debt" means, at any time, the aggregate amount of all obligations of the Issuer for or in respect of Financial Indebtedness which ranks at least pari passu with the Bonds but deducting the aggregate amount of freely available cash and Cash Equivalents held by the Issuer or any of its Subsidiaries at such time, and so that no amount shall be included or excluded more than once.

"Subsidiary" means a subsidiary or subsidiary undertaking within the meaning of the Companies Act.

4. NEGATIVE PLEDGE AND RESTRICTION ON DISTRIBUTIONS

(a) Negative Pledge

So long as any of the Bonds remain outstanding (as defined in the Trust Deed), the Issuer will ensure that none of its Relevant Indebtedness or the Relevant Indebtedness of any of its Subsidiaries nor any guarantee given by it or by any of its Subsidiaries of the Relevant Indebtedness of any other person will be secured by a Security Interest upon, or with respect to, any of the present or future business, undertaking, assets or revenues (including any uncalled capital) of the Issuer or any of its Subsidiaries unless the Issuer shall, before or at the same time as the creation of the Security Interest, take any and all action necessary to ensure that:

(i) all amounts payable by the Issuer under the Bonds, the Coupons and the Trust Deed are secured to the satisfaction of the Trustee equally and rateably with the Relevant Indebtedness or guarantee of Relevant Indebtedness, as the case may be, by such Security Interest; or

(ii) such other Security Interest or guarantee or other arrangement (whether or not including the giving of a Security Interest) is provided in respect

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of all amounts payable by the Issuer under the Bonds, the Coupons and the Trust Deed either (i) as the Trustee shall in its absolute discretion deem not materially less beneficial to the interests of the Bondholders, or (ii) as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Bondholders.

(b) Restriction on Distributions

So long as the Bonds remain outstanding, the Issuer will not make any Distribution unless Senior Total Net Debt (as at the end of the month immediately preceding the date on which the Distribution is to be made and calculated on a pro forma basis as if the Distribution had been made) does not exceed 85 per cent. of Regulated Asset Value.

5. INTEREST

The Bonds bear interest from (and including) the Issue Date at the rate of 2.500 per cent. per annum payable annually in arrear on 1 April in each year (each, an "Interest Payment Date"). Each Bond will cease to bear interest from the due date for redemption thereof, unless upon due presentation, payment of principal or premium (if any) is improperly withheld or refused. In such event, each Bond shall continue to bear interest at such rate (both before and after judgment) until whichever is the earlier of (i) the day on which all sums due in respect of such Bond up to that day are received by or on behalf of the relevant holder and (ii) the day falling seven days after the Trustee or the Principal Paying Agent has notified Bondholders in accordance with Condition 14 (Notices) of receipt of all sums then due in respect of all the Bonds up to that seventh day (except to the extent that there is failure in the subsequent payment to the relevant holder under these Terms and Conditions). In these Conditions, the period beginning on and including 1 April 2015 and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date is called an "Interest Period". Where interest is to be calculated in respect of a period which is equal to or shorter than an Interest Period the day-count fraction used will be the number of days in the relevant period, from and including the date from which interest begins to accrue to but excluding the date on which it falls due, divided by the number of days in the Interest Period in which the relevant period falls (including the first such day but excluding the last). Interest in respect of each £1,000 in principal amount of the Bonds (the "Calculation Amount") for any period shall be equal to the product of 2.500 per cent., the Calculation Amount and the day-count fraction for the relevant period, rounding the resulting figure to the nearest pence (half a pence being rounded upwards).

6. PAYMENTS

Payments of principal, premium (if any) or interest in respect of the Bonds will be made against surrender of Bonds or, in the case of payments of interest due on an Interest Payment Date, against surrender of Coupons, at the specified office of any Paying Agent by a sterling cheque drawn on, or at the option of the holder, by transfer to a sterling account maintained by the payee with a branch of a bank in the City of London, subject

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in all cases to any fiscal or other laws and regulations applicable in the place of payment, but without prejudice to the provisions of Condition 8 (Taxation).

Upon the due date for redemption of any Bond, all unmatured Coupons relating to such Bond (whether or not attached) shall become void and no payment shall be made in respect of them. Where any Bond is presented for redemption without all unmatured Coupons relating to it, redemption shall be made only against the provision of such indemnity as the Issuer may require.

If the due date for redemption of any Bond is not 1 April in any year, interest accrued in respect of such Bond from (and including) the last preceding 1 April will be paid only against presentation and surrender of such Bond.

If the due date for payment of any amount in respect of any Bond or Coupon is not a business day, then the holder thereof shall not be entitled to payment of the amount due until the next following business day nor to any further interest or other payment in respect of such delay. The expression "business day" in this Condition means a day other than a Saturday or Sunday on which banks are open for business in the place where the Bond or Coupon is presented and, in the case of payment by transfer to a sterling account as referred to above, in the City of London.

The names of the initial Principal Paying Agent and the other initial Paying Agents and their initial specified offices are set out at the end of these Terms and Conditions. The Issuer reserves the right, subject to the prior written approval of the Trustee, at any time to vary or terminate the appointment of any Paying Agent and to appoint additional or other Paying Agents provided thatthe Issuer will at all times maintain (a) a principal paying agent, and (b) a Paying Agent (which may be the Principal Paying Agent) with a specified office in an EU member state that will not be obliged to withhold or deduct tax pursuant to any law implementing European Council Directive 2003/48/EC. Notice of any such termination or appointment and of any changes in the specified offices of the Paying Agents will be given to the Bondholders in accordance with Condition 14 (Notices) as soon as practicable thereafter. Under no circumstances will interest be payable in the United States of America or any possession of the United States of America.

7. REDEMPTION AND PURCHASE

(a) Scheduled redemption: Unless previously redeemed, or purchased and cancelled, the Issuer will redeem the Bonds on 1 April 2025 (the "Maturity Date") at their outstanding principal amount.

(b) Redemption at the option of the Issuer. The Issuer may, having given not less than 30 nor more than 45 days' notice in accordance with Condition 14 (Notices) (which notice shall be irrevocable), redeem the whole or part (in principal amount of £5,000,000 or integral multiples thereof) of the Bonds at any time prior to the Maturity Date at a price equal to the Redemption Price together with interest accrued up to and including the date of redemption.

In this Condition, "Redemption Price" means:

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(i) in relation to any date fixed for redemption which falls in the period up to and including the date falling three months prior to the Maturity Date, the higher of the following:

(1)    par; and

(2) that price, expressed as a percentage (rounded to three decimal places, 0.0005 being rounded upwards), at which the Gross Real Redemption Yield (calculated as described below) on the Bonds, if they were to be purchased at such price on the third dealing day prior to the publication of the notice of redemption, would be equal to the Gross Real Redemption Yield on such dealing day of the Reference Gilt, on the basis of the middle market price of the Reference Gilt prevailing at 11:00 a.m. on such dealing day, as determined by Lloyds Bank plc (or such other investment bank of international repute as the Trustee may approve); and

(ii) in relation to any date fixed for redemption which falls in the period from but excluding the date falling three months prior to the Maturity Date to but excluding the Maturity Date, par.

Any reference in these Terms and Conditions to principal shall be deemed to include any sum payable as the Redemption Price.

Notices of redemption will specify the date fixed for redemption, the applicable Redemption Price and, in the case of partial redemption, the aggregate principal amount of the Bonds to be redeemed, the serial numbers of the Bonds called for redemption, the serial numbers of the Bonds previously called for redemption and not presented for payment and the aggregate principal amount of the Bonds to remain outstanding after the redemption. No such notice of redemption may be given by the Issuer unless it shall have presented to the Trustee a certificate signed by two Directors of the Issuer (upon which the Trustee may rely absolutely) that it will have the funds, not subject to the interest of any other person, required to redeem the Bonds at the Redemption Price plus accrued interest on the date specified for redemption. Upon the expiry of any notice of redemption the Issuer shall be bound to redeem the Bonds called for redemption at the applicable Redemption Price. Any partial redemption of the Bonds shall be on the basis of selection by drawings (the method of such drawings to be approved by the Trustee in its absolute discretion).

"Gross Real Redemption Yield" means a yield expressed as a percentage and calculated on a basis consistent with the basis indicated by the United Kingdom Debt Management Office publication "Formulae for calculating Gilt Prices from Yields" published on 8 June 1998 with effect from 1 November 1998, page 5 and updated on 15 January 2002 and 16 March 2005 and as further updated or amended from time to time.

(c) Redemption for tax reasons. If, as a result of any change in, or amendment to, the laws or regulations of the United Kingdom or any political sub-division of,

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or any authority in, or of, the United Kingdom having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective after 30 March 2015, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 8 (Taxation) (and such amendment or change has been evidenced by the delivery by the Issuer to the Trustee (who shall accept such certificate as sufficient evidence thereof) of a certificate signed by two Directors of the Issuer stating that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), describing the facts leading thereto and stating that such obligation cannot be avoided by the Issuer taking reasonable measures available to it) the Issuer may at its option, having given not less than 30 nor more than 60 days' notice to the Bondholders in accordance with Condition 14 (Notices) (which notice shall be irrevocable), redeem all the Bonds (other than Bonds in respect of which the Issuer shall have given a notice of redemption pursuant to Condition 7(b) (Redemption at the option of the Issuer) prior to any notice being given under this Condition 7(c)), but not some only, at their outstanding principal amount together with interest accrued to (but excluding) the date of redemption, provided thatno notice of redemption shall be given earlier than 90 days before the earliest date on which the Issuer would be required to pay the additional amounts were a payment in respect of the Bonds then due and provided further that no notice of redemption may be given by the Issuer unless two Directors of the Issuer shall have certified to the Trustee that it will have the funds, not subject to the interest of any other person, required to redeem the Bonds at their principal amounts outstanding plus accrued interest on the date specified for redemption (the Trustee being able to rely on such certificate absolutely).

(d) Purchase, The Issuer may at any time purchase or otherwise acquire Bonds (provided that all unmatured Coupons are attached thereto or are surrendered therewith) at any price in the open market or otherwise.

(e) Cancellation: All Bonds which are redeemed pursuant to this Condition by the Issuer shall be cancelled (together with all relative unmatured Coupons attached thereto or surrendered therewith) and accordingly may not be reissued or resold. Bonds purchased by or on behalf of the Issuer may be held or reissued or resold or surrendered for cancellation.

8. TAXATION

(a) All payments in respect of the Bonds and Coupons by or on behalf of the Issuer shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature ("Taxes") imposed or levied by or on behalf of the United Kingdom, or any political subdivision of, or authority in, or of, the United Kingdom having power to tax, unless the withholding or deduction of the Taxes is required by law. In that event, the Issuer will pay such additional amounts as may be necessary in order that the net amounts received by the Bondholders and Couponholders after the withholding or deduction shall equal the respective amounts which would have been receivable in respect of the Bonds or, as the case may be, Coupons in

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the absence of the withholding or deduction; except that no additional amounts shall be payable in relation to any payment in respect of any Bond or Coupon:

(i) to, or to a third party on behalf of, a holder who is liable to the Taxes in respect of the Bond or Coupon by reason of such holder having some connection with the United Kingdom other than the mere holding of the Bond or Coupon; or

(ii) to, or to a third party on behalf of, a holder who would not be liable or subject to the withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority; or

(iii) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or

(iv) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Bond or Coupon to another Paying Agent in a member state of the EU; or

(v) presented for payment more than 30 days after the Relevant Date except to the extent that the holder would have been entitled to additional amounts on presenting the same for payment on the last day of the period of 30 days.

(b) In these Terms and Conditions, "Relevant Date" means the date on which the payment first becomes due, but if the full amount of the money payable has not been received in London by the Principal Paying Agent or the Trustee on or before the due date, it means the date on which, the full amount of the money having been so received, notice to that effect shall have been duly given to the Bondholders by the Issuer in accordance with Condition 14 (Notices).

(c) Any reference in these Terms and Conditions to any amounts in respect of the Bonds shall be deemed also to refer to any additional amounts which may be payable under this Condition or under any undertakings given in addition to, or in substitution for, this Condition 8 pursuant to the Trust Deed.

9. PRESCRIPTION

Bonds and Coupons will become void unless presented for payment within periods of ten years and five years, respectively, from the Relevant Date for payment in respect thereof, subject to the provisions of Condition 6 (Payments).

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10. EVENTS OF DEFAULT

If:

(a) default is made in the payment of any principal or premium (if any) in respect of any Bond pursuant to Condition 7 (Redemption and Purchase), or for a period of 14 days or more in the payment of any interest due in respect of the Bonds; or

(b) the Issuer fails to perform or observe any of its other obligations, covenants, conditions or provisions under the Bonds or the Trust Deed and (except where the Trustee shall have certified to the Issuer in writing that it considers such failure to be incapable of remedy in which case no such notice or continuation as is hereinafter mentioned will be required) such failure continues for the period of 60 days (or such longer period as the Trustee may permit) following the service by the Trustee on the Issuer of notice requiring the same to be remedied; or

(c) (i) any other Indebtedness For Borrowed Money of the Issuer or any of its Subsidiaries becomes due and repayable prior to its stated maturity by reason of an event of default (however described) or (ii) any such Indebtedness For Borrowed Money is not paid when due or (iii) the Issuer or any of its Subsidiaries fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of any Indebtedness For Borrowed Money of any person or (iv) any security given by the Issuer or any of its Subsidiaries for any Indebtedness For Borrowed Money of any person or any guarantee or indemnity of Indebtedness For Borrowed Money of any person becomes enforceable by reason of default in relation thereto and steps are taken to enforce such security save in any such case referred to in (i), (ii), (iii) or (iv) where there is a bona fide dispute as to whether the relevant Indebtedness For Borrowed Money or any such guarantee or indemnity as aforesaid shall be due and payable, and provided that the aggregate amount of the relevant Indebtedness For Borrowed Money in respect of which any one or more of the events mentioned above in this sub-paragraph (c) has or have occurred equals or exceeds 5 per cent. of Regulated Asset Value and such event shall continue unremedied or unwaived for more than 14 days (or such longer grace period as may have been originally provided in the applicable instrument) and the time for payment of such amount has not been expressly extended (until such time as any payment default is remedied, cured or waived); or

(d) any order shall be made by any competent court or any resolution shall be passed for the winding up or dissolution of the Issuer, save for the purposes of amalgamation, merger, consolidation, reorganisation, reconstruction or other similar arrangement on terms previously approved by an Extraordinary Resolution of the Bondholders; or

(e) the Issuer or any of its Subsidiaries shall cease to carry on the whole or substantially the whole of its business, save in each case for the purposes of amalgamation, merger, consolidation, reorganisation, reconstruction or other arrangement (i) not involving or arising out of the insolvency of the Issuer or

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any Subsidiary and under which all or substantially all of its assets are transferred to a Subsidiary of the Issuer or to a transferee which is, or immediately upon such transfer becomes a Subsidiary or (ii) under which all or substantially all of its assets are transferred to a third party or parties (whether a Subsidiary or Subsidiaries of the Issuer or not) for full consideration by the Issuer or a Subsidiary on an arm's length basis or (iii) the terms of which have previously been approved by an Extraordinary Resolution of the Bondholders provided that if the Issuer shall cease to hold or shall transfer the Electricity Distribution Licence (other than where the Electricity Distribution Licence is revoked, terminated or surrendered in the circumstances envisaged by paragraph (i)(a), (b) or (c) of the definition of Restructuring Event in Condition 3 (Definitions) and such revocation, termination or surrender does not constitute a Restructuring Event pursuant to paragraph (i) of such definition) the Issuer shall be deemed to have ceased to carry on the whole or substantially the whole of its business (and neither of exceptions (i) and (ii) above shall apply) unless the transferee of the Electricity Distribution Licence is the Issuer or a Subsidiary of the Issuer, at least 51 per cent. of the ordinary share capital of which is owned directly or indirectly by the Issuer (the "YE Transferee") and in such event all references in these Terms and Conditions to the Issuer in its capacity as holder of the Electricity Distribution Licence shall hereafter be deemed to be references to the YE Transferee; or

(f) the Issuer or any Subsidiary shall suspend or shall threaten to suspend payment of its debts generally or shall be declared or adjudicated by a competent court to be unable, or shall admit in writing its inability, to pay its debts (within the meaning of Section 123(1) or (2) of the Insolvency Act 1986) as they fall due, or shall be adjudicated or found insolvent by a competent court or shall enter into any composition or other similar arrangement with its creditors under Part I of the Insolvency Act 1986; or

(g) a receiver, administrative receiver, Energy Administrator, administrator or other similar official shall be appointed in relation to the Issuer or any Subsidiary or in relation to the whole or a substantial part of the undertaking or assets of any of them or a distress, execution or other process shall be levied or enforced upon or sued out against, or any encumbrancer shall take possession of, the whole or a substantial part of the assets of any of them and in any of the foregoing cases it or he shall not be paid out or discharged within 120 days (or such longer period as the Trustee may in its absolute discretion permit);

and, in the case of sub-paragraphs (b), (c) and (e) to (g) (inclusive) the Trustee shall have certified in writing that the relevant event is in its opinion materially prejudicial to the interests of the Bondholders, the Trustee may at its discretion (and the Trustee shall on the request in writing of the holders of at least one quarter in principal amount of the Bonds then outstanding or upon being so directed by an Extraordinary Resolution of the Bondholders), by notice in writing to the Issuer declare that the Bonds are, and they shall accordingly thereby forthwith become, immediately due and repayable at their principal amount together with accrued interest (as provided in the Trust Deed), provided always that the giving of any notice in relation to any Event of Default shall not operate as a waiver of any of the Trustee's rights (including the right to give a further notice) or

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prevent the Trustee from giving a further notice in the manner referred to above in relation to that Event of Default at any time thereafter.

So long as any of the Bonds remain outstanding the Issuer will, forthwith upon becoming aware of any Event of Default or Potential Event of Default, give notice in writing thereof to the Trustee.

For the purpose of sub-paragraph (f) above, Section 123(1)(a) of the Insolvency Act 1986 shall have effect as if for "£750" there was substituted "£250,000" or such higher figure as Ofgem may from time to time determine by notice in writing to the Issuer for the purposes of Schedule 2 (Revocation) of its Electricity Distribution Licence.

Neither the Issuer nor any Subsidiary shall be deemed to be unable to pay its debts for the purposes of sub-paragraph (f) above if any such demand as is mentioned in Section 123(1)(a) of the Insolvency Act 1986 is being contested in good faith by the Issuer or the relevant Subsidiary with recourse to all appropriate measures and procedures.

11. RESTRUCTURING EVENT

(a)

(i) If, at any time while any of the Bonds remains outstanding, a Restructuring Event occurs and during the Restructuring Period an Independent Financial Adviser (as defined below) shall have certified in writing to the Trustee that such Restructuring Event is not, in its opinion, materially prejudicial to the interests of the Bondholders, the following provisions of this Condition shall cease to have any further effect in relation to such Restructuring Event.

(ii) If, at any time while any of the Bonds remains outstanding, a Restructuring Event occurs and (subject to paragraph (a)(i) above):

(1) within the Restructuring Period, either:

(A) if at the time such Restructuring Event occurs there are Reference Rated Securities, a Rating Downgrade in respect of such Restructuring Event also occurs; or

(B) if at such time there are not Reference Rated Securities, a Negative Rating Event in respect of such Restructuring Event also occurs; and

(2) an Independent Financial Adviser shall have certified in writing to the Trustee that such Restructuring Event is, in its opinion, materially prejudicial to the interests of the Bondholders (a "Negative Certification"),

then, unless at any time the Issuer shall have given a notice under Condition 7(b) (Redemption at the option of the Issuer) or Condition 7(c) (Redemption for tax reasons), in each case expiring prior to the Put Date (as defined below), the

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holder of each Bond will, upon the giving of a Put Event Notice (as defined below), have the option (the "Put Option") to require the Issuer to redeem or, at the option of the Issuer, purchase (or procure the purchase of) that Bond on the Put Date at its principal amount together with (or, where purchased, together with an amount equal to) interest (if any) accrued to (but excluding) the Put Date.

Notwithstanding the occurrence of a Rating Downgrade or a Negative Rating Event, no Bondholder shall be entitled to exercise the Put Option and to serve a Put Notice if the rating assigned to the Reference Rated Securities or these Bonds by any Rating Agency is subsequently increased to, or, as the case may be, there is assigned to the Reference Rated Securities or these Bonds by any Rating Agency an Investment Grade Rating or, in the event that the rating assigned to the Reference Rated Securities immediately prior to the occurrence of the Rating Downgrade or Negative Rating Event was not an Investment Grade Rating, if such rating is restored, in either case prior to any Negative Certification being issued.

Any certification by an Independent Financial Adviser as aforesaid as to whether or not, in its opinion, any Restructuring Event is materially prejudicial to the interest of the Bondholders shall, in the absence of manifest error, be conclusive and binding on the Trustee, the Issuer and the Bondholders. For the purposes of this Condition, an "Independent Financial Adviser" means a financial adviser appointed by the Issuer and approved by the Trustee or, if the Issuer shall not have appointed such an adviser within 21 days after becoming aware of the occurrence of such Restructuring Event and the Trustee is indemnified and/or prefunded and/or secured to its satisfaction against the costs of such adviser, appointed by the Trustee.

A Rating Downgrade or a Negative Rating Event or a non-Investment Grade Rating shall be deemed not to have occurred as a result of or in respect of a Restructuring Event if the Rating Agency making the relevant reduction in rating or, where applicable, declining to assign an Investment Grade Rating as provided in this Condition does not announce or publicly confirm or inform the Trustee in writing at its request that the reduction or, where applicable, declining to assign a rating of at least investment grade was the result, in whole or in part, of any event or circumstance comprised in or arising as a result of the applicable Restructuring Event.

The Trust Deed provides that the Trustee is under no obligation to ascertain whether a Restructuring Event, a Negative Rating Event, a Rating Downgrade or any event which could lead to the occurrence of or could constitute a Restructuring Event, a Negative Rating Event or a Rating Downgrade has occurred and until it shall have actual knowledge or express notice pursuant to the Trust Deed to the contrary the Trustee may assume that no Restructuring Event, Negative Rating Event, Rating Downgrade or other such event has occurred.

(b) Promptly upon the Issuer becoming aware that a Put Event (as defined in Condition 3 (Definitions)) has occurred, and in any event not later than 14 days

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after the occurrence of a Put Event, the Issuer shall, and at any time upon the Trustee becoming similarly so aware the Trustee may, and (subject to it being indemnified and/or prefunded and/or secured to its satisfaction) if so requested by the holders of at least one-quarter in principal amount of the Bonds then outstanding shall, give notice (a "Put Event Notice") to the Bondholders in accordance with Condition 14 (Notices) specifying the nature of the Put Event and the procedure for exercising the Put Option.

(c) To exercise the Put Option, the holder of a Bond must deliver such Bond to the specified office of any Paying Agent, on a day which is a business day (as defined in Condition 6 (Payments)) in London and in the place of such specified office falling within the period (the "Put Period") of 45 days after that on which a Put Event Notice is given, accompanied by a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (a "Put Notice") and in which the holder may specify a bank account complying with the requirements of Condition 6 (Payments) to which payment is to be made under this Condition. Each Bond should be delivered together with all Coupons appertaining thereto maturing after the day (the "Put Date") being the fifteenth day after the date of expiry of the Put Period, failing which any such missing Coupon will become void and no payment shall be made in respect of it. The Paying Agent to which such Bond and Put Notices are delivered shall issue to the Bondholder concerned a non-transferable receipt in respect of the Bond so delivered. Payment in respect of any Bond so delivered shall be made, if the holder duly specifies a bank account in the Put Notice to which payment is to be made on the Put Date, by transfer to that bank account and, in every other case, on or after the Put Date, in each case against presentation and surrender or (as the case may be) endorsement of such receipt at any specified office of any Paying Agent, subject in any such case as provided in Condition 6 (Payments). A Put Notice, once given, shall be irrevocable. For the purposes of Conditions 9 (Prescription), 10 (Events of Default), 12 (Enforcement), 13 (Replacement of Bonds and Coupons) and 15 (Meetings of Bondholders, Modification and Waiver) receipts issued pursuant to this Condition shall be treated as if they were Bonds. The Issuer shall redeem or, at the option of the Issuer, purchase (or procure the purchase of) the relevant Bond on the applicable Put Date unless previously redeemed or purchased.

12. ENFORCEMENT

(a) Limitation on Bondholders: Only the Trustee may pursue the remedies available under general law or under the Trust Deed to enforce the rights of the Bondholders and Couponholders and no such holder will be entitled to proceed against the Issuer unless the Trustee, having become bound to act in accordance with the terms of the Trust Deed, fails to do so within a reasonable amount of time and such failure is continuing.

(b) Enforcement Proceedings: At any time after amounts in respect of principal of and interest on the Bonds shall have become due and payable but are unpaid, the Trustee may, at its discretion, and without further notice but subject as mentioned

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below, take such proceedings against the Issuer as it may think fit to enforce the provisions of the Trust Deed in accordance with the terms thereof.

The Trustee shall only be bound to take proceedings pursuant to this Condition 12(b) if it has been indemnified and/or prefunded and/or secured to its satisfaction by the Bondholders and if it has been so requested in writing by the holders of not less than 25 per cent. of the principal amount outstanding (as defined in the Trust Deed) of the Bonds or has been so directed by an Extraordinary Resolution (as defined in the Trust Deed)).

13. REPLACEMENT OF BONDS AND COUPONS

Should any Bond or Coupon be lost, stolen, mutilated, defaced or destroyed it may, subject to all applicable laws and stock exchange requirements, be replaced at the specified office of the Principal Paying Agent (or such other Paying Agent as may be approved by the Trustee for such purpose) upon payment by the claimant of the expenses, taxes and duties incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Bonds or Coupons must be surrendered before replacements will be issued.

14. NOTICES

All notices to Bondholders shall be valid if published in a leading English language national daily newspaper (which is expected to be the Financial Times) or, if this is not practicable, in a leading English language daily newspaper with a circulation in Europe. Such notices shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the date of the first such publication. If publication is not practicable, notice shall be given in such other manner, and shall be deemed to have been given on such date, as the Trustee may approve.

Couponholders will be deemed for all purposes to have notice of the contents of any notice given to the Bondholders in accordance with this Condition.

15. MEETINGS OF BONDHOLDERS, MODIFICATION AND WAIVER

(a) The Trust Deed contains provisions for convening meetings of the Bondholders to consider any matter affecting their interests, including modification by Extraordinary Resolution of these Terms and Conditions or the provisions of the Trust Deed. The quorum at any such meeting for passing an Extraordinary Resolution shall be two or more persons holding or representing more than half in principal amount of the Bonds for the time being outstanding, or at any adjourned such meeting two or more persons being or representing Bondholders whatever the principal amount of the Bonds so held or represented, except that, at any meeting the business of which includes the modification of certain of these Terms and Conditions and certain of the provisions of the Trust Deed (including altering the currency of payment of the Bonds or Coupons), the necessary quorum for passing an Extraordinary Resolution will be two or more persons holding or representing not less than two-thirds, or at any adjourned such meeting not less than one-third, in principal amount of the Bonds for the time being outstanding. An Extraordinary Resolution passed at any meeting of Bondholders shall be

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binding on all Bondholders, whether or not they are present or represented at the meeting, and on all Couponholders.

(b) The Trustee may, without the consent of the Bondholders or Couponholders, agree (i) other than in respect of Reserved Matters (as specified and defined in Schedule 5 to the Trust Deed), to any modification to these Terms and Conditions or to any of the provisions of the Trust Deed or to any waiver or authorisation of any breach or proposed breach by the Issuer of these Terms and Conditions or of any of the provisions of the Trust Deed or determine that any event, condition or act which would otherwise be an Event of Default, Potential Event of Default or Restructuring Event shall not be so treated provided that, in the opinion of the Trustee, so to do would not be materially prejudicial to the interests of the Bondholders, and provided further that the Trustee will not do so in contravention of any express direction given by any Extraordinary Resolution or a written request made pursuant to Condition 10 (Events of Default) but no such direction or request will affect any previous waiver, authorisation or determination, or (ii) to any modification to these Terms and Conditions or to any of the provisions of the Trust Deed which is made to correct a manifest error or which is of a formal, minor or technical nature.

(c) In connection with the exercise of its trusts, powers, authorities or discretions (including, but not limited to, any modification, waiver, authorisation or substitution) the Trustee shall have regard to the interests of Bondholders as a class and, in particular, but without limitation, shall not have regard to the consequences of the exercise of its trusts, powers or discretions for individual Bondholders and Couponholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and the Trustee shall not be entitled to require, nor shall any Bondholder or Couponholder be entitled to claim, from the Issuer or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Bondholders or Couponholders, except to the extent already provided for in Condition 8 (Taxation) and/or any undertaking given to, or in substitution for, Condition 8 (Taxation) pursuant to the Trust Deed.

(d) Any modification to these Terms and Conditions or to any of the provisions of the Trust Deed or any waiver or authorisation of any breach or proposed breach by the Issuer of these Terms and Conditions or any of the provisions of the Trust Deed shall be binding on the Bondholders and the Couponholders and, unless the Trustee agrees otherwise, any modification shall be notified by the Issuer to the Bondholders as soon as practicable thereafter in accordance with Condition 14 (Notices).

16. SUBSTITUTION

The Trustee may, without the consent of the Bondholders or Couponholders, agree with the Issuer to the substitution of any wholly-owned Subsidiary of the Issuer in place of the Issuer (or of any previous substitute under this Condition) as the principal debtor under the Bonds, the Coupons and the Trust Deed, subject to the Trustee being of the

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opinion that the interests of the Bondholders will not be materially prejudiced thereby and certain other conditions set out in the Trust Deed being complied with.

17. FURTHER BONDS

(a) Subject as mentioned below, power will be reserved to the Issuer to create and issue Further Bonds forming (or so as to form after the first payment of interest thereon) a single series with the Bonds provided that:

(i) the Trustee is satisfied that the rating granted in respect of the Bonds by S&P, Moody's and Fitch will not thereby be adversely affected; and

(ii) such issue shall be constituted by a deed supplemental to the Trust Deed (in such form as the Trustee may approve).

(b) The Issuer shall not be entitled to exercise the power reserved in this Condition 17 (Further Bonds) while any default exists in relation to any payment by the Issuer of any amounts due under the Trust Deed.

18. TRUSTEE

The Trust Deed contains provisions governing the responsibility of the Trustee and providing for its indemnification and relief from responsibility in certain circumstances, (including provisions relieving it from taking proceedings against the Issuer unless indemnified and/or secured and/or prefunded to its satisfaction) and to be paid its costs and expenses in priority to the claims of the Bondholders. The Trustee may not resign its appointment unless a successor, willing to act in such capacity, has been appointed by the Issuer and the Bondholders by Extraordinary Resolution, provided that the Trustee shall not be prevented from resigning its appointment if, having given notice in writing to the Issuer of its intention to so resign its appointment, a successor is not appointed within the period of three months from the date of such notice.

19. GOVERNING LAW

The Trust Deed and the Bonds and any non-contractual obligations arising out of or in connection with the Trust Deed and the Bonds are governed by, and shall be construed in accordance with, English law.

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SCHEDULE 5PROVISIONS FOR MEETINGS OF BONDHOLDERS

1. DEFINITIONS

In this Trust Deed and the Conditions, the following expressions have the following meanings:

"Block Voting Instruction" means, in relation to any Meeting, a document in the English language issued by a Paying Agent:

(a) certifying that certain specified Bonds (each a "Deposited Bond") have been deposited with such Paying Agent (or to its order at a bank or other depositary) or blocked in an account with a clearing system and will not be released until the earlier of:

(i) the conclusion of the Meeting; and

(ii) the surrender to such Paying Agent, not less than 48 hours before the time fixed for the Meeting (or, if the Meeting has been adjourned, the time fixed for its resumption), of the receipt for the deposited or blocked Bonds and notification thereof by such Paying Agent to the Issuer and the Trustee; and

(b) certifying that the depositor of each Deposited Bond or a duly authorised person on its behalf has instructed the relevant Paying Agent that the votes attributable to such Deposited Bond are to be cast in a particular way on each resolution to be put to the Meeting and that, during the period of 48 hours before the time fixed for the Meeting, such instructions may not be amended or revoked;

(c) listing the total number and (if in definitive form) the certificate numbers of the Deposited Bonds, distinguishing for each resolution between those in respect of which instructions have been given to vote for, or against, the resolution; and

(d) authorising a named individual or individuals to vote in respect of the Deposited Bonds in accordance with such instructions;

"Chairman" means, in relation to any Meeting, the individual who takes the chair in accordance with paragraph 7 (Chairman);

"Extraordinary Resolution" means a resolution passed at a Meeting duly convened and held in accordance with this Schedule by a majority of not less than three quartersof the votes cast;

"Meeting" means a meeting of Bondholders (whether originally convened or resumed following an adjournment);

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"Proxy" means, in relation to any Meeting, a person appointed to vote under a Block Voting Instruction other than:

(a) any such person whose appointment has been revoked and in relation to whom the relevant Paying Agent has been notified in writing of such revocation by the time which is 48 hours before the time fixed for such Meeting; and

(b) any such person appointed to vote at a Meeting which has been adjourned for want of a quorum and who has not been re‑appointed to vote at the Meeting when it is resumed;

"Relevant Fraction" means:

(a) for all business other than voting on an Extraordinary Resolution, one tenth;

(b) for voting on any Extraordinary Resolution other than one relating to a Reserved Matter, more than half; and

(c) for voting on any Extraordinary Resolution relating to a Reserved Matter, two thirds;

provided, however, that, in the case of a Meeting which has resumed after adjournment for want of a quorum, it means:

(i) for all business other than voting on an Extraordinary Resolution relating to a Reserved Matter, the fraction of the aggregate principal amount of the outstanding Bonds represented or held by the Voters actually present at the Meeting; and

(ii) for voting on any Extraordinary Resolution relating to a Reserved Matter, one third;

"Reserved Matter" means any proposal:

(a) to effect the exchange or substitution of the Bonds for, or the conversion of the Bonds into, shares, bonds or other obligations or securities of the Issuer or any other person or body corporate formed or to be formed (other than as permitted under Clause 14.2 of this Trust Deed);

(b) (other than as permitted under Clause 14.2 of this Trust Deed) to approve the substitution of any person for the Issuer (or any previous substitute) as principal debtor under the Bonds;

(c) to postpone the maturity of the Bonds or the dates on which interest is payable in respect of the Bonds;

(d) to reduce or cancel the principal amount of, any premium payable on redemption of, or interest on the Bonds;

(e) to change the currency in which amounts due in respect of the Bonds are payable;

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(f) to change the quorum required at any Meeting or the majority required to pass an Extraordinary Resolution; or

(g) to amend this definition;

"Voter" means, in relation to any Meeting, the bearer of a Voting Certificate, a Proxy or the bearer of a definitive Bond who produces such definitive Bond at the Meeting;

"Voting Certificate" means, in relation to any Meeting, a certificate in the English language issued by a Paying Agent and dated in which it is stated:

(a) that the Deposited Bonds have been deposited with such Paying Agent (or to its order at a bank or other depositary) or blocked in an account with a clearing system and will not be released until the earlier of:

(i) the conclusion of the Meeting; and

(ii) the surrender of such certificate to such Paying Agent; and

(b) that the bearer of such certificate is entitled to attend and vote at the Meeting in respect of the Deposited Bonds;

"Written Resolution" means a resolution in writing signed by or on behalf of all holders of Bonds who for the time being are entitled to receive notice of a Meeting in accordance with the provisions of this Schedule, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more such holders of the Bonds;

"24 hours" means a period of 24 hours including all or part of a day (disregarding for this purpose the day upon which such Meeting is to be held) upon which banks are open for business in both the place where the relevant Meeting is to be held and in each of the places where the Paying Agents have their Specified Offices and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of a day upon which banks are open for business as aforesaid;and

"48 hours" means 2 consecutive periods of 24 hours.

2. ISSUE OF VOTING CERTIFICATES AND BLOCK VOTING INSTRUCTIONS

The holder of a Bond may obtain a Voting Certificate from any Paying Agent or require any Paying Agent to issue a Block Voting Instruction by depositing such Bond with such Paying Agent or arranging for such Bond to be (to its satisfaction) held to its order or under its control or blocked in an account with a clearing system not later than 48 hours before the time fixed for the relevant Meeting. A Voting Certificate or Block Voting Instruction shall be valid until the release of the Deposited Bonds to which it relates. So long as a Voting Certificate or Block Voting Instruction is valid, the bearer thereof (in the case of a Voting Certificate) or any Proxy named therein (in the case of a Block Voting Instruction) shall be deemed to be the holder of the Bonds to which it relates for

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all purposes in connection with the Meeting. A Voting Certificate and a Block Voting Instruction cannot be outstanding simultaneously in respect of the same Bond.

3. REFERENCES TO DEPOSIT/RELEASE OF BONDS

Where Bonds are within Euroclear or Clearstream, Luxembourg or any other clearing system, references to the deposit, or release, of Bonds shall be construed in accordance with the usual practices (including blocking the relevant account) of Euroclear or Clearstream, Luxembourg or such other clearing system.

4. VALIDITY OF BLOCK VOTING INSTRUCTIONS

Block Voting Instruction shall be valid only if deposited at the Specified Office of the relevant Paying Agent or at some other place approved by the Trustee, at least 24 hours before the time fixed for the relevant Meeting unless the Chairman decides otherwise before the Meeting proceeds to business. If the Trustee requires, a notarised copy (or copy certified to the satisfaction of the Trustee) of each Block Voting Instruction and satisfactory proof of the identity of each Proxy named therein shall be produced at the Meeting, but the Trustee shall not be obliged to investigate the validity of any Block Voting Instruction or the authority of any Proxy.

5. CONVENING OF MEETING

The Issuer or the Trustee may convene a Meeting at any time, and the Trustee shall be obliged to do so subject to its being indemnified and/or secured to its satisfaction upon the request in writing of Bondholders holding not less than one tenth of the aggregate principal amount of the outstanding Bonds. Every Meeting shall be held on a date, and at a time and place, approved by the Trustee.

6. NOTICE

At least 21 days' notice (exclusive of the day on which the notice is given and of the day on which the relevant Meeting is to be held) specifying the date, time and place of the Meeting shall be given to the Bondholders and the Paying Agents (with a copy to the Issuer) where the Meeting is convened by the Trustee or, where the Meeting is convened by the Issuer, the Trustee. The notice shall set out the full text of any resolutions to be proposed unless the Trustee agrees that the notice shall instead specify the nature of the resolutions without including the full text and shall state that the Bonds may be deposited with, or to the order of, any Paying Agent for the purpose of obtaining Voting Certificates or appointing Proxies not later than 48 hours before the time fixed for the Meeting.

7. CHAIRMAN

An individual (who may, but need not, be a Bondholder) nominated in writing by the Trustee may take the chair at any Meeting but, if no such nomination is made or if the individual nominated is not present within 15 minutes after the time fixed for the Meeting, those present shall elect one of themselves to take the chair failing which, the Issuer may appoint a Chairman. The Chairman of an adjourned Meeting need not be the same person as was the Chairman of the original Meeting.

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8. QUORUM

The quorum at any Meeting shall be at least two Voters representing or holding not less than the Relevant Fraction of the aggregate principal amount of the outstanding Bonds; provided, however, that, so long as at least the Relevant Fraction of the aggregate principal amount of the outstanding Bonds is represented by the Temporary Global Bond and/or the Permanent Global Bond, a single Voter appointed in relation thereto or being the holder of the Bonds represented thereby shall be deemed to be two Voters for the purpose of forming a quorum.

9. ADJOURNMENT FOR WANT OF QUORUM

If within 15 minutes after the time fixed for any Meeting a quorum is not present, then:

(h) in the case of a Meeting requested by Bondholders, it shall be dissolved; and

(i) in the case of any other Meeting (unless the Issuer and the Trustee otherwise agree), it shall be adjourned for such period (which shall be not less than 14 days and not more than 42 days) and to such place as the Chairman determines (with the approval of the Trustee); provided, however, that:

(i) the Meeting shall be dissolved if the Issuer and the Trustee together so decide; and

(ii) no Meeting may be adjourned more than once for want of a quorum.

10. ADJOURNED MEETING

The Chairman may, with the consent of, and shall if directed by, any Meeting adjourn such Meeting from time to time and from place to place, but no business shall be transacted at any adjourned Meeting except business which might lawfully have been transacted at the Meeting from which the adjournment took place.

11. NOTICE FOLLOWING ADJOURNMENT

Paragraph 6 (Notice) shall apply to any Meeting which is to be resumed after adjournment for want of a quorum save that:

(c) 10 days' notice (exclusive of the day on which the notice is given and of the day on which the Meeting is to be resumed) shall be sufficient; and

(d) the notice shall specifically set out the quorum requirements which will apply when the Meeting resumes.

It shall not be necessary to give notice of the resumption of a Meeting which has been adjourned for any other reason.

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12. PARTICIPATION

The following may attend and speak at a Meeting:

(a) Voters;

(b) representatives of the Issuer and the Trustee;

(c) the financial advisers of the Issuer and the Trustee;

(d) the legal counsel to the Issuer and the Trustee and such advisers; and

(e) any other person approved by the Meeting or the Trustee.

13. SHOW OF HANDS

Every question submitted to a Meeting shall be decided in the first instance by a show of hands. Unless a poll is validly demanded before or at the time that the result is declared, the Chairman's declaration that on a show of hands a resolution has been passed, passed by a particular majority, rejected or rejected by a particular majority shall be conclusive, without proof of the number of votes cast for, or against, the resolution. Where there is only one Voter, this paragraph shall not apply and the resolution will immediately be decided by means of a poll.

14. POLL

A demand for a poll shall be valid if it is made by the Chairman, the Issuer, the Trustee or one or more Voters representing or holding not less than one fiftieth of the aggregate principal amount of the outstanding Bonds. The poll may be taken immediately or after such adjournment as the Chairman directs, but any poll demanded on the election of the Chairman or on any question of adjournment shall be taken at the Meeting without adjournment. A valid demand for a poll shall not prevent the continuation of the relevant Meeting for any other business as the Chairman directs.

15. VOTES

Every Voter shall have:

(a) on a show of hands, one vote; and

(b) on a poll, one vote in respect of each £100,000 in aggregate face amount of the outstanding Bond(s) represented or held by him.

Unless the terms of any Block Voting Instruction state otherwise, a Voter shall not be obliged to exercise all the votes to which he is entitled or to cast all the votes which he exercises in the same way. In the case of a voting tie the Chairman shall have a casting vote.

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16. VALIDITY OF VOTES BY PROXIES

Any vote by a Proxy in accordance with the relevant Block Voting Instruction shall be valid even if such Block Voting Instruction or any instruction pursuant to which it was given has been amended or revoked, provided that neither the Issuer, the Trustee nor the Chairman has been notified in writing of such amendment or revocation by the time which is 24 hours before the time fixed for the relevant Meeting. Unless revoked, any appointment of a Proxy under a Block Voting Instruction in relation to a Meeting shall remain in force in relation to any resumption of such Meeting following an adjournment; provided, however, that no such appointment of a Proxy in relation to a Meeting originally convened which has been adjourned for want of a quorum shall remain in force in relation to such Meeting when it is resumed. Any person appointed to vote at such a Meeting must be re-appointed under a Block Voting Instruction to vote at the Meeting when it is resumed.

17. POWERS

A Meeting shall have power (exercisable only by Extraordinary Resolution), without prejudice to any other powers conferred on it or any other person:

(a) to approve any Reserved Matter proposed or accepted by the Issuer;

(b) to approve any proposal by the Issuer for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Bondholders and/or the Couponholders against the Issuer (whether such rights shall arise under the Trust Deed or otherwise);

(c) to waive or authorise any breach by the Issuer of its obligations under this Trust Deed;

(d) to assent to any modification of this Trust Deed, the Bonds or the Paying Agency Agreement proposed or accepted by the Issuer;

(e) to approve a person proposed to be appointed as a new Trustee and to remove any Trustee;

(f) to authorise the Trustee (subject to its being indemnified and/or secured and/or prefunded) or any other persons to execute all documents and do all things necessary to carry out and give effect to any Extraordinary Resolution;

(g) to discharge or exonerate the Trustee from any liability in respect of any act or omission for which it may become responsible under this Trust Deed, the Bonds or the Coupons;

(h) to give any authority, direction or sanction which under this Trust Deed or the Bonds is required to be given by Extraordinary Resolution; and

(i) to appoint any persons (whether Bondholders or not) as a committee or committees to represent the interests of the Bondholders and to confer upon such

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committee or committees any powers which the Bondholders could themselves exercise by Extraordinary Resolution.

18. EXTRAORDINARY RESOLUTION BINDS ALL HOLDERS

An Extraordinary Resolution shall be binding upon all Bondholders and Couponholders, whether or not present at the relevant Meeting (if any), and each of the Bondholders and Couponholders shall be bound to give effect to it accordingly. Notice of the result of every vote on an Extraordinary Resolution shall be given to the Bondholders and the Paying Agents (with a copy to the Issuer and the Trustee) within 14 days of the conclusion of the Meeting.

19. MINUTES

Minutes of all resolutions and proceedings at each Meeting shall be made. The Chairman shall sign the minutes, which shall be prima facie evidence of the proceedings recorded therein. Unless and until the contrary is proved, every such Meeting in respect of the proceedings of which minutes have been summarised and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and transacted.

20. WRITTEN RESOLUTION

A Written Resolution shall take effect as if it were an Extraordinary Resolution.

21. FURTHER REGULATIONS

Subject to all other provisions contained in this Trust Deed, the Trustee may with the consent of the Issuer (such consent not to be unreasonably withheld or delayed) but without the consent of the Bondholders prescribe such further regulations regarding the holding of Meetings of Bondholders and attendance and voting at them as the Trustee may in its sole discretion determine.

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SIGNATURES

EXECUTED as a DEED and delivered by	)
NORTHERN POWERGRID (YORKSHIRE) PLC	)
acting by a director and the secretary	)
Director	/s/ John France
Secretary	/s/ John Elliott
EXECUTED and DELIVERED as a DEED	)
By HSBC CORPORATE TRUSTEE (UK) LIMITED	)
in the presence of:	)
Authorised Signatory	/s/ Francoise Riviere
Authorised Signatory	/s/ Jenny Pennell

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EX-15

EXHIBIT 15

May 1, 2015

To the Board of Directors and Shareholders of

Berkshire Hathaway Energy Company

Des Moines, Iowa

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited consolidated interim financial information of Berkshire Hathaway Energy Company and subsidiaries for the periods ended March 31, 2015 and 2014, as indicated in our report dated May 1, 2015; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, is incorporated by reference in Registration Statement No. 333-147957 on Form S-8.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ Deloitte & Touche LLP

Des Moines, Iowa

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Gregory E. Abel, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Berkshire Hathaway Energy Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 1, 2015	/s/ Gregory E. Abel
	Gregory E. Abel
	Chairman, President and Chief Executive Officer
	(principal executive officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Patrick J. Goodman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Berkshire Hathaway Energy Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 1, 2015	/s/ Patrick J. Goodman
	Patrick J. Goodman
	Executive Vice President and Chief Financial Officer
	(principal financial officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Gregory E. Abel, Chairman, President and Chief Executive Officer of Berkshire Hathaway Energy Company (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2015 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: May 1, 2015	/s/ Gregory E. Abel
	Gregory E. Abel
	Chairman, President and Chief Executive Officer
	(principal executive officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Patrick J. Goodman, Executive Vice President and Chief Financial Officer of Berkshire Hathaway Energy Company (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2015 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: May 1, 2015	/s/ Patrick J. Goodman
	Patrick J. Goodman
	Executive Vice President and Chief Financial Officer
	(principal financial officer)

EX-95

EXHIBIT 95

MINE SAFETY VIOLATIONS AND OTHER LEGAL MATTER DISCLOSURES

PURSUANT TO SECTION 1503(a) OF THE DODD-FRANK WALL STREET

REFORM AND CONSUMER PROTECTION ACT

PacifiCorp and its subsidiaries operate certain coal mines and coal processing facilities (collectively, the "mining facilities") that are regulated by the Federal Mine Safety and Health Administration ("MSHA") under the Federal Mine Safety and Health Act of 1977 (the "Mine Safety Act"). MSHA inspects PacifiCorp's mining facilities on a regular basis. The total number of reportable Mine Safety Act citations, orders, assessments and legal actions for the three-month period endedMarch 31, 2015 are summarized in the table below and are subject to contest and appeal. The severity and assessment of penalties may be reduced or, in some cases, dismissed through the contest and appeal process. Amounts are reported regardless of whether PacifiCorp has challenged or appealed the matter. Coal reserves that are not yet mined and mines that are closed or idled are not included in the information below as no reportable events occurred at those locations during the three-month period endedMarch 31, 2015. There were no mining-related fatalities during the three-month period endedMarch 31, 2015. PacifiCorp has not received any notice of a pattern, or notice of the potential to have a pattern, of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of coal or other mine health or safety hazards under Section 104(e) of the Mine Safety Act during the three-month period endedMarch 31, 2015.

	Mine Safety Act							Legal Actions
						Total
	Section 104				Section	Value of
	Significant		Section		107(a)	Proposed		Pending
	and	Section	104(d)	Section	Imminent	MSHA		as of Last	Instituted	Resolved
	Substantial	104(b)	Citations/	110(b)(2)	Danger	Assessments		Day of	During	During
Mining Facilities	Citations(1)	Orders(2)	Orders(3)	Violations(4)	Orders(5)	(in thousands)		Period(6)	Period	Period
Deer Creek	1	—	—	—	—	$	3	2	—	2
Bridger (surface)	—	—	1	—	—	—		5	2	—
Bridger (underground)	4	—	—	—	—	18		8	2	5
Cottonwood Preparatory Plant	—	—	—	—	—	—		—	—	—
Wyodak Coal Crushing Facility	—	—	—	—	—	—		—	—	—

(1) Citations for alleged violations of mandatory health and safety standards that could significantly or substantially contribute to the cause and effect of a safety or health hazard under Section 104 of the Mine Safety Act.

(2) For alleged failure to totally abate the subject matter of a Mine Safety Act Section 104(a) citation within the period specified in the citation.

(3) For alleged unwarrantable failure (i.e., aggravated conduct constituting more than ordinary negligence) to comply with a mandatory health or safety standard. The order under Section 104(d) of the Mine Safety Act at Bridger surface mine was reconsidered and subsequently downgraded to a Section 104(a) non-significant and substantial citation by MSHA.

(4) For alleged flagrant violations (i.e., reckless or repeated failure to make reasonable efforts to eliminate a known violation of a mandatory health or safety standard that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury).

(5) For the existence of any condition or practice in a coal or other mine which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated.

(6) Amounts include 10 contests of proposed penalties under Subpart C, four contests of citations or orders under Subpart B and one labor-related complaint under Subpart E of the Federal Mine Safety and Health Review Commission's procedural rules. The pending legal actions are not exclusive to citations, notices, orders and penalties assessed by MSHA during the reporting period.

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Income Taxes (Details)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Federal statutory income tax rate	35.00%	35.00%
Income tax credits	(11.00%)	(15.00%)
State income tax, net of federal income tax benefit	2.00%	1.00%
Income tax effect of foreign income	(4.00%)	(3.00%)
Equity income	2.00%	1.00%
Other, net	(2.00%)	0.00%
Effective income tax rate	22.00%	19.00%
Production Tax Credit Carryforwards [Abstract]
Years eligible for federal renewable energy production tax credit	10 years

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Segment Information - Goodwill (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
Goodwill [Roll Forward]
12/31/2014	$ 9,343
Acquisitions	31
Foreign currency translation	(182)
Other	(6)
3/31/2015	9,186
PacifiCorp [Member]
Goodwill [Roll Forward]
12/31/2014	1,129
Acquisitions	0
Foreign currency translation	0
Other	0
3/31/2015	1,129
MidAmerican Funding [Member]
Goodwill [Roll Forward]
12/31/2014	2,102
Acquisitions	0
Foreign currency translation	0
Other	0
3/31/2015	2,102
NV Energy [Member]
Goodwill [Roll Forward]
12/31/2014	2,369
Acquisitions	0
Foreign currency translation	0
Other	0
3/31/2015	2,369
Northern Powergrid [Member]
Goodwill [Roll Forward]
12/31/2014	1,100
Acquisitions	0
Foreign currency translation	(40)
Other	0
3/31/2015	1,060
BHE Pipeline Group [Member]
Goodwill [Roll Forward]
12/31/2014	127
Acquisitions	0
Foreign currency translation	0
Other	(6)
3/31/2015	121
BHE Transmission [Member]
Goodwill [Roll Forward]
12/31/2014	1,657
Acquisitions	31
Foreign currency translation	(142)
Other	0
3/31/2015	1,546
BHE Renewables [Member]
Goodwill [Roll Forward]
12/31/2014	95
Acquisitions	0
Foreign currency translation	0
Other	0
3/31/2015	95
HomeServices [Member]
Goodwill [Roll Forward]
12/31/2014	761
Acquisitions	0
Foreign currency translation	0
Other	0
3/31/2015	761
Other [Member]
Goodwill [Roll Forward]
12/31/2014	3
Acquisitions	0
Foreign currency translation	0
Other	0
3/31/2015	$ 3

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Fair Value Measurements - Level 3 (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Commodity derivative [Member]
Fair Value, Assets (Liabilities), Net, Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 51	$ 60
Changes included in earnings	8	(17)
Changes in fair value recognized in other comprehensive income	1	3
Changes in fair value recognized in net regulatory assets	(3)	2
Settlements	(8)
Transfers from Level 2	0	(35)
Ending balance	49	13
Interest Rate Lock Commitments [Member]
Fair Value, Assets (Liabilities), Net, Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	0	0
Changes included in earnings	21	0
Changes in fair value recognized in other comprehensive income	0	0
Changes in fair value recognized in net regulatory assets	0	0
Settlements	(16)
Transfers from Level 2	3	0
Ending balance	8	0
Auction rate securities [Member]
Fair Value, Assets (Liabilities), Net, Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	45	44
Changes included in earnings	0	0
Changes in fair value recognized in other comprehensive income	(1)	1
Changes in fair value recognized in net regulatory assets	0	0
Settlements	0
Transfers from Level 2	0	0
Ending balance	$ 44	$ 45

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Risk Management and Hedging Activities - Collateral and Contingent Features (Details) (Commodity derivative [Member], USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Commodity derivative [Member]
Derivative [Line Items]
Derivative, net liability position, aggregate fair value	$ 264	$ 243
Collateral already posted, aggregate fair value	64	28
Additional collateral, aggregate fair value	$ 186	$ 182

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Business Acquisitions (Details)	3 Months Ended						1 Months Ended
	Mar. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2014 AltaLink, LP Transaction [Member] mi substation	Dec. 01, 2014 AltaLink, LP Transaction [Member] USD ($)	Dec. 01, 2014 AltaLink, LP Transaction [Member] CAD	Dec. 01, 2014 Common Stock [Member] AltaLink, LP Transaction [Member]	Dec. 31, 2014 Junior Subordinated Debt [Member] AltaLink, LP Transaction [Member] USD ($)	Dec. 31, 2014 Commercial Paper [Member] AltaLink, LP Transaction [Member] USD ($)
Business Acquisition [Line Items]
Current assets, including cash and cash equivalents of $15				$ 174,000,000
Property, plant and equipment				5,610,000,000
Goodwill	9,186,000,000	9,343,000,000		1,731,000,000
Other long-term assets				128,000,000
Total assets				7,643,000,000
Current liabilities, including current portion of long-term debt of $79				866,000,000
Subsidiary debt, less current portion				3,772,000,000
Deferred income taxes				95,000,000
Other long-term liabilities				182,000,000
Total liabilities				4,915,000,000
Net assets acquired				2,728,000,000	3,100,000,000
Cash and cash equivalents assumed				15,000,000
Current portion of long-term debt assumed				79,000,000
Business acquisition, percentage of voting interests acquired						100.00%
Payments to acquire businesses, gross							$ 1,500,000,000	$ 1,000,000,000
Transmission line			7,800
Substation			300
Business acquisition, measurement period	12

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Income Taxes (Tables)

3 Months Ended

Mar. 31, 2015

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

A reconciliation of the federal statutory income tax rate to the effective income tax rate applicable to income before income tax expense is as follows:

	Three-Month Periods
	Ended March 31,
	2015		2014
Federal statutory income tax rate	35	%	35	%
Income tax credits	(11	)	(15	)
State income tax, net of federal income tax benefit	2		1
Income tax effect of foreign income	(4	)	(3	)
Equity income	2		1
Other, net	(2	)	—
Effective income tax rate	22	%	19	%

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Commitments and Contingencies - Legal Matters (Details) (PacifiCorp [Member], USA Power [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
Loss Contingencies [Line Items]
Loss contingency, damages sought, legal fees as a percentage of damages	40.00%
Loss contingency, damages awarded, value	$ 113
Loss contingency, damages and attorney fees awarded, value	115
Loss contingency accrual, at carrying value	120
Damages from Breach of Contract, Awarded By Jury [Member]
Loss Contingencies [Line Items]
Loss contingency, damages awarded by jury, value	18
Damages from Unjust Enrichment, Awarded By Jury [Member]
Loss Contingencies [Line Items]
Loss contingency, damages awarded by jury, value	$ 113

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Risk Management and Hedging Activities - Balance Sheet Location (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015		Dec. 31, 2014		Mar. 31, 2014	Dec. 31, 2013
Derivatives, Fair Value [Line Items]
Derivative, fair value, net	$ (223)		$ (197)
Cash collateral, net receivable, offset against derivative positions	93		75
Derivative assets (liabilities), at fair value, net	(130)		(122)
Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative, fair value, net	35		41
Cash collateral, net receivable, offset against derivative positions	0		0
Derivative assets (liabilities), at fair value, net	35		41
Other Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative, fair value, net	72		67
Cash collateral, net receivable, offset against derivative positions	0		0
Derivative assets (liabilities), at fair value, net	72		67
Other Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative, fair value, net	(131)		(153)
Cash collateral, net receivable, offset against derivative positions	42		56
Derivative assets (liabilities), at fair value, net	(89)		(97)
Other Long-Term Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative, fair value, net	(199)		(152)
Cash collateral, net receivable, offset against derivative positions	51		19
Derivative assets (liabilities), at fair value, net	(148)		(133)
Not Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative, fair value, net	(186)		(158)
Not Designated as Hedging Instrument [Member] | Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative, fair value, net	32		40
Not Designated as Hedging Instrument [Member] | Other Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative, fair value, net	72		66
Not Designated as Hedging Instrument [Member] | Other Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative, fair value, net	(111)		(127)
Not Designated as Hedging Instrument [Member] | Other Long-Term Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative, fair value, net	(179)		(137)
Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative, fair value, net	(37)		(39)
Designated as Hedging Instrument [Member] | Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative, fair value, net	3		1
Designated as Hedging Instrument [Member] | Other Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative, fair value, net	0		1
Designated as Hedging Instrument [Member] | Other Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative, fair value, net	(20)		(26)
Designated as Hedging Instrument [Member] | Other Long-Term Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative, fair value, net	(20)		(15)
Commodity derivative [Member] | Not Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	108	[1]	135	[1]
Derivative liability, fair value, gross liability including not subject to master netting arrangement	(293)	[1]	(291)	[1]
Derivative, fair value, net	(185)		(156)
Net regulatory asset	255		223		159	182
Commodity derivative [Member] | Not Designated as Hedging Instrument [Member] | Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	23	[1]	47	[1]
Derivative liability, fair value, gross liability including not subject to master netting arrangement	0	[1]	(11)	[1]
Commodity derivative [Member] | Not Designated as Hedging Instrument [Member] | Other Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	73	[1]	66	[1]
Derivative liability, fair value, gross liability including not subject to master netting arrangement	(1)	[1]	0	[1]
Commodity derivative [Member] | Not Designated as Hedging Instrument [Member] | Other Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	12	[1]	21	[1]
Derivative liability, fair value, gross liability including not subject to master netting arrangement	(119)	[1]	(146)	[1]
Commodity derivative [Member] | Not Designated as Hedging Instrument [Member] | Other Long-Term Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	0	[1]	1	[1]
Derivative liability, fair value, gross liability including not subject to master netting arrangement	(173)	[1]	(134)	[1]
Commodity derivative [Member] | Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	8		8
Derivative liability, fair value, gross liability including not subject to master netting arrangement	(39)		(44)
Commodity derivative [Member] | Designated as Hedging Instrument [Member] | Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	3		1
Derivative liability, fair value, gross liability including not subject to master netting arrangement	0		0
Commodity derivative [Member] | Designated as Hedging Instrument [Member] | Other Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	0		0
Derivative liability, fair value, gross liability including not subject to master netting arrangement	0		0
Commodity derivative [Member] | Designated as Hedging Instrument [Member] | Other Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	4		5
Derivative liability, fair value, gross liability including not subject to master netting arrangement	(20)		(27)
Commodity derivative [Member] | Designated as Hedging Instrument [Member] | Other Long-Term Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	1		2
Derivative liability, fair value, gross liability including not subject to master netting arrangement	(19)		(17)
Interest Rate Contract [Member] | Not Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	9		4
Derivative liability, fair value, gross liability including not subject to master netting arrangement	(10)		(6)
Interest Rate Contract [Member] | Not Designated as Hedging Instrument [Member] | Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	9		4
Derivative liability, fair value, gross liability including not subject to master netting arrangement	0		0
Interest Rate Contract [Member] | Not Designated as Hedging Instrument [Member] | Other Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	0		0
Derivative liability, fair value, gross liability including not subject to master netting arrangement	0		0
Interest Rate Contract [Member] | Not Designated as Hedging Instrument [Member] | Other Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	0		0
Derivative liability, fair value, gross liability including not subject to master netting arrangement	(4)		(2)
Interest Rate Contract [Member] | Not Designated as Hedging Instrument [Member] | Other Long-Term Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	0		0
Derivative liability, fair value, gross liability including not subject to master netting arrangement	(6)		(4)
Interest Rate Contract [Member] | Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	0		1
Derivative liability, fair value, gross liability including not subject to master netting arrangement	(6)		(4)
Interest Rate Contract [Member] | Designated as Hedging Instrument [Member] | Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	0		0
Derivative liability, fair value, gross liability including not subject to master netting arrangement	0		0
Interest Rate Contract [Member] | Designated as Hedging Instrument [Member] | Other Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	0		1
Derivative liability, fair value, gross liability including not subject to master netting arrangement	0		0
Interest Rate Contract [Member] | Designated as Hedging Instrument [Member] | Other Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	0		0
Derivative liability, fair value, gross liability including not subject to master netting arrangement	(4)		(4)
Interest Rate Contract [Member] | Designated as Hedging Instrument [Member] | Other Long-Term Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	0		0
Derivative liability, fair value, gross liability including not subject to master netting arrangement	$ (2)		$ 0

[1] The Company's commodity derivatives not designated as hedging contracts are generally included in regulated rates, and as of March 31, 2015 and December 31, 2014, a net regulatory asset of $255 million and $223 million, respectively, was recorded related to the net derivative liability of $185 million and $156 million, respectively.

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Recent Financing Transactions Recent Financing Transactions - Long-Term Debt (Details) In Millions, unless otherwise specified	Mar. 31, 2015 Solar Star Funding, LLC [Member] Solar Star Funding LLC Series B Senior Secured Notes 3.95% due June 2016 through June 2035 [Member] USD ($)	Mar. 31, 2015 AltaLink Investments, L.P. [Member] Altalink Investments 15-1 Series Bonds 2.244% due March 2022 [Member] CAD	Apr. 30, 2015 Subsequent Event [Member] Northern Powergrid (Yorkshire) plc [Member] Northern Powergrid (Yorkshire) 2.50% Bonds due April 2025 [Member] GBP (£)
Debt Instrument [Line Items]
Debt instrument, face amount	$ 325	200	£ 150
Debt instrument, interest rate, stated percentage	3.95%	2.244%	2.50%

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Components of Accumulated Other Comprehensive Loss, Net (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance - accumulated other comprehensive loss attributable to BHE shareholders, net	$ (494)
Other comprehensive income (loss), unrecognized amounts on retirement benefits	22	7
Other comprehensive income (loss), foreign currency translation adjustment	(424)	29
Other comprehensive income (loss), unrealized gains on available-for-sale securities	166	173
Other comprehensive income (loss), unrealized gains on cash flow hedges	1	13
Other comprehensive income (loss)	(235)	222
Ending balance - accumulated other comprehensive loss attributable to BHE shareholders, net	(729)
Accumulated Other Comprehensive (Loss) Income, Net [Member]
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance - unrecognized amounts on retirement benefits	(490)	(559)
Beginning balance - foreign currency translation adjustment	(412)	(98)
Beginning balance - unrealized gains on available-for-sale securities	390	524
Beginning balance - unrealized gains on cash flow hedges	18	36
Beginning balance - accumulated other comprehensive loss attributable to BHE shareholders, net	(494)	(97)
Other comprehensive income (loss), unrecognized amounts on retirement benefits	22	7
Other comprehensive income (loss), foreign currency translation adjustment	(424)	29
Other comprehensive income (loss), unrealized gains on available-for-sale securities	166	173
Other comprehensive income (loss), unrealized gains on cash flow hedges	1	13
Other comprehensive income (loss)	(235)	222
Ending balance - unrecognized amounts on retirement benefits	(468)	(552)
Ending balance - foreign currency translation adjustment	(836)	(69)
Ending balance - unrealized gains on available-for-sale securities	556	697
Ending balance - unrealized gains on cash flow hedges	19	49
Ending balance - accumulated other comprehensive loss attributable to BHE shareholders, net	$ (729)	$ 125

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Fair Value Measurements (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015		Dec. 31, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash collateral, net receivable, offset against derivative positions	$ 93		$ 75
Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, fair value, gross liability and obligation to return cash, offset	(18)	[1]	(40)	[1]
Assets, fair value disclosure	2,585		2,193
Derivative liability, fair value, gross asset and right to reclaim cash, offset	111	[1]	115	[1]
Derivative liabilities	(237)		(230)
Cash collateral, net receivable, offset against derivative positions	93		75
Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value disclosure	2,030		1,718
Derivative liabilities	(18)		(18)
Recurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value disclosure	433		376
Derivative liabilities	(291)		(284)
Recurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value disclosure	140		139
Derivative liabilities	(39)		(43)
Mortgage Loans on Real Estate [Member] | Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	361		279
Mortgage Loans on Real Estate [Member] | Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0		0
Mortgage Loans on Real Estate [Member] | Recurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	361		279
Mortgage Loans on Real Estate [Member] | Recurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0		0
Money market mutual funds [Member] | Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	325	[2]	320	[2]
Money market mutual funds [Member] | Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	325	[2]	320	[2]
Money market mutual funds [Member] | Recurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0	[2]	0	[2]
Money market mutual funds [Member] | Recurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0	[2]	0	[2]
United States government obligations [Member] | Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	140		136
United States government obligations [Member] | Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	140		136
United States government obligations [Member] | Recurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0		0
United States government obligations [Member] | Recurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0		0
International government obligations [Member] | Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	1		1
International government obligations [Member] | Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0		0
International government obligations [Member] | Recurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	1		1
International government obligations [Member] | Recurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0		0
Corporate obligations [Member] | Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	38		39
Corporate obligations [Member] | Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0		0
Corporate obligations [Member] | Recurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	38		39
Corporate obligations [Member] | Recurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0		0
Municipal obligations [Member] | Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	2		2
Municipal obligations [Member] | Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0		0
Municipal obligations [Member] | Recurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	2		2
Municipal obligations [Member] | Recurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0		0
Agency, asset and mortgage-backed obligations [Member] | Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	2		2
Agency, asset and mortgage-backed obligations [Member] | Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0		0
Agency, asset and mortgage-backed obligations [Member] | Recurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	2		2
Agency, asset and mortgage-backed obligations [Member] | Recurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0		0
Auction rate securities [Member] | Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	44		45
Auction rate securities [Member] | Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0		0
Auction rate securities [Member] | Recurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0		0
Auction rate securities [Member] | Recurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	44		45
United States companies [Member] | Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	241		238
United States companies [Member] | Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	241		238
United States companies [Member] | Recurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0		0
United States companies [Member] | Recurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0		0
International companies [Member] | Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	1,163		886
International companies [Member] | Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	1,163		886
International companies [Member] | Recurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0		0
International companies [Member] | Recurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0		0
Investment funds [Member] | Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	161		137
Investment funds [Member] | Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	161		137
Investment funds [Member] | Recurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0		0
Investment funds [Member] | Recurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	0		0
Commodity derivative [Member] | Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, fair value, gross liability and obligation to return cash, offset	(18)	[1]	(40)
Derivative assets	98		103
Derivative liability, fair value, gross asset and right to reclaim cash, offset	111	[1]	115	[1]
Derivative liabilities	(221)		(220)
Commodity derivative [Member] | Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	0		1
Derivative liability, fair value, gross liability including not subject to master netting arrangement	(17)		(18)
Commodity derivative [Member] | Recurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	28		48
Derivative liability, fair value, gross liability including not subject to master netting arrangement	(276)		(274)
Commodity derivative [Member] | Recurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	88		94
Derivative liability, fair value, gross liability including not subject to master netting arrangement	(39)		(43)
Interest Rate Contract [Member] | Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets	9		5
Derivative liabilities	(16)		(10)
Interest Rate Contract [Member] | Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	0		0
Derivative liability, fair value, gross liability including not subject to master netting arrangement	(1)		0
Interest Rate Contract [Member] | Recurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	1		5
Derivative liability, fair value, gross liability including not subject to master netting arrangement	(15)		(10)
Interest Rate Contract [Member] | Recurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, fair value, gross asset including not subject to master netting arrangement	8		0
Derivative liability, fair value, gross liability including not subject to master netting arrangement	$ 0		$ 0

[1] Represents netting under master netting arrangements and a net cash collateral receivable of $93 million and $75 million as of March 31, 2015 and December 31, 2014, respectively.

[2] Amounts are included in cash and cash equivalents; other current assets; and noncurrent investments and restricted cash and investments on the Consolidated Balance Sheets. The fair value of these money market mutual funds approximates cost.

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General

3 Months Ended

Mar. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

(1) General

Berkshire Hathaway Energy Company ("BHE") is a holding company that owns subsidiaries principally engaged in energy businesses (collectively with its subsidiaries, the "Company"). BHE is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway").

The Company's operations are organized and managed as eight business segments: PacifiCorp, MidAmerican Funding, LLC ("MidAmerican Funding") (which primarily consists of MidAmerican Energy Company ("MidAmerican Energy")), NV Energy, Inc. ("NV Energy") (which primarily consists of Nevada Power Company ("Nevada Power") and Sierra Pacific Power Company ("Sierra Pacific")), Northern Powergrid Holdings Company ("Northern Powergrid") (which primarily consists of Northern Powergrid (Northeast) Limited and Northern Powergrid (Yorkshire) plc), BHE Pipeline Group (which consists of Northern Natural Gas Company ("Northern Natural Gas") and Kern River Gas Transmission Company ("Kern River")), BHE Transmission (which consists of BHE AltaLink Ltd. ("AltaLink") (which primarily consists of AltaLink, L.P. ("ALP")) and BHE U.S. Transmission, LLC), BHE Renewables, and HomeServices of America, Inc. (collectively with its subsidiaries, "HomeServices"). The Company, through these businesses, owns four utility companies in the United States serving customers in 11 states, two electricity distribution companies in Great Britain, two interstate natural gas pipeline companies in the United States, an electric transmission business in Canada, interests in electric transmission businesses in the United States, a renewable energy business primarily selling power generated from solar, wind, geothermal and hydro sources under long-term contracts, the second largest residential real estate brokerage firm in the United States and one of the largest residential real estate brokerage franchise networks in the United States.

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of March 31, 2015 and for the three-month periods endedMarch 31, 2015 and 2014. The results of operations for the three-month period endedMarch 31, 2015 are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 describes the most significant accounting policies used in the preparation of the unaudited Consolidated Financial Statements. There have been no significant changes in the Company's assumptions regarding significant accounting estimates and policies during the three-month period endedMarch 31, 2015.

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Risk Management and Hedging Activities Risk Management and Hedging Activities - Not Designated as Hedging Contracts (Details) (Not Designated as Hedging Instrument [Member], Commodity derivative [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Not Designated as Hedging Instrument [Member] | Commodity derivative [Member]
Regulatory Assets (Liabilities), Net, Derivatives [Roll Forward]
Beginning balance	$ 223	$ 182
Changes in fair value recognized in net regulatory assets	60	4
Net gains (losses) reclassified to operating revenue	9	(30)
Net (losses) gains reclassified to cost of sales	(37)	3
Ending balance	$ 255	$ 159

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Components of Accumulated Other Comprehensive Loss, Net (Tables)

3 Months Ended

Mar. 31, 2015

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Components of Accumulated Other Comprehensive Loss, Net [Table Text Block]

The following table shows the change in AOCI attributable to BHE shareholders by each component of OCI, net of applicable income taxes (in millions):

							Unrealized
	Unrecognized			Foreign			Gains on		Unrealized		AOCI
	Amounts on			Currency			Available-		Gains on		Attributable
	Retirement			Translation			For-Sale		Cash Flow		To BHE
	Benefits			Adjustment			Securities		Hedges		Shareholders, Net
Balance, December 31, 2013	$	(559	)	$	(98	)	$	524	$	36	$	(97	)
Other comprehensive income	7			29			173		13		222
Balance, March 31, 2014	$	(552	)	$	(69	)	$	697	$	49	$	125
Balance, December 31, 2014	$	(490	)	$	(412	)	$	390	$	18	$	(494	)
Other comprehensive income (loss)	22			(424		)	166		1		(235		)
Balance, March 31, 2015	$	(468	)	$	(836	)	$	556	$	19	$	(729	)

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2015

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

The following table presents the Company's assets and liabilities recognized on the Consolidated Balance Sheets and measured at fair value on a recurring basis (in millions):

	Input Levels for Fair Value Measurements
	Level 1			Level 2			Level 3			Other(1)			Total
As of March 31, 2015
Assets:
Commodity derivatives	$	—		$	28		$	88		$	(18	)	$	98
Interest rate derivatives	—			1			8			—			9
Mortgage loans held for sale	—			361			—			—			361
Money market mutual funds(2)	325			—			—			—			325
Debt securities:
United States government obligations	140			—			—			—			140
International government obligations	—			1			—			—			1
Corporate obligations	—			38			—			—			38
Municipal obligations	—			2			—			—			2
Agency, asset and mortgage-backed obligations	—			2			—			—			2
Auction rate securities	—			—			44			—			44
Equity securities:
United States companies	241			—			—			—			241
International companies	1,163			—			—			—			1,163
Investment funds	161			—			—			—			161
	$	2,030		$	433		$	140		$	(18	)	$	2,585
Liabilities:
Commodity derivatives	$	(17	)	$	(276	)	$	(39	)	$	111		$	(221	)
Interest rate derivatives	(1		)	(15		)	—			—			(16		)
	$	(18	)	$	(291	)	$	(39	)	$	111		$	(237	)

	Input Levels for Fair Value Measurements
	Level 1			Level 2			Level 3			Other(1)			Total
As of December 31, 2014
Assets:
Commodity derivatives	$	1		$	48		$	94		$	(40	)	$	103
Interest rate derivatives	—			5			—			—			5
Mortgage loans held for sale	—			279			—			—			279
Money market mutual funds(2)	320			—			—			—			320
Debt securities:
United States government obligations	136			—			—			—			136
International government obligations	—			1			—			—			1
Corporate obligations	—			39			—			—			39
Municipal obligations	—			2			—			—			2
Agency, asset and mortgage-backed obligations	—			2			—			—			2
Auction rate securities	—			—			45			—			45
Equity securities:
United States companies	238			—			—			—			238
International companies	886			—			—			—			886
Investment funds	137			—			—			—			137
	$	1,718		$	376		$	139		$	(40	)	$	2,193
Liabilities:
Commodity derivatives	$	(18	)	$	(274	)	$	(43	)	$	115		$	(220	)
Interest rate derivatives	—			(10		)	—			—			(10		)
	$	(18	)	$	(284	)	$	(43	)	$	115		$	(230	)

(1) Represents netting under master netting arrangements and a net cash collateral receivable of $93 million and $75 million as of March 31, 2015 and December 31, 2014, respectively.

(2) Amounts are included in cash and cash equivalents; other current assets; and noncurrent investments and restricted cash and investments on the Consolidated Balance Sheets. The fair value of these money market mutual funds approximates cost.

Fair Value Assets and Liabilities Net Measured On Recurring Basis Unobservable Input Reconciliation [Table Text Block]

The following table reconciles the beginning and ending balances of the Company's assets and liabilities measured at fair value on a recurring basis using significant Level 3 inputs (in millions):

	Three-Month Periods
	Ended March 31,
				Interest			Auction
	Commodity			Rate			Rate
	Derivatives			Derivatives			Securities
2015:
Beginning balance	$	51		$	—		$	45
Changes included in earnings	8			21			—
Changes in fair value recognized in OCI	1			—			(1		)
Changes in fair value recognized in net regulatory assets	(3		)	—			—
Settlements	(8		)	(16		)	—
Transfers from Level 2	—			3			—
Ending balance	$	49		$	8		$	44

2014:
Beginning balance	$	60		$	—	$	44
Changes included in earnings	(17		)	—		—
Changes in fair value recognized in OCI	3			—		1
Changes in fair value recognized in net regulatory assets	2			—		—
Transfers from Level 2	(35		)	—		—
Ending balance	$	13		$	—	$	45

Fair Value, by Balance Sheet Grouping [Table Text Block]

The following table presents the carrying value and estimated fair value of the Company's long-term debt (in millions):

	As of March 31, 2015				As of December 31, 2014
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term debt	$	38,351	$	44,466	$	38,649	$	43,863

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Risk Management and Hedging Activities Risk Management and Hedging Activities - Designated as Hedging Contracts (Details) (Designated as Hedging Instrument [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Accumulated Other Comprehensive (Income) Loss, Net, Derivatives [Roll Forward]
Cash flow hedge ineffectiveness	insignificant	insignificant
Cash flow hedge loss to be reclassified within twelve months	$ 14
Commodity derivative [Member]
Accumulated Other Comprehensive (Income) Loss, Net, Derivatives [Roll Forward]
Beginning balance	32	12
Changes in fair value recognized in OCI	(8)	(59)
Net gains reclassified to operating revenue	1	0
Net gains reclassified to cost of sales	2	35
Ending balance	$ 27	(12)

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2015

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

The Company's reportable segments with foreign operations include Northern Powergrid, whose business is principally in the United Kingdom, BHE Transmission, whose business includes operations in Canada, and BHE Renewables, whose business includes operations in the Philippines. Intersegment eliminations and adjustments, including the allocation of goodwill, have been made. Information related to the Company's reportable segments is shown below (in millions):

	Three-Month Periods
	Ended March 31,
	2015			2014
Operating revenue:
PacifiCorp	$	1,250		$	1,288
MidAmerican Funding	951			1,230
NV Energy	706			638
Northern Powergrid	324			317
BHE Pipeline Group	332			386
BHE Transmission	125			—
BHE Renewables	124			69
HomeServices	448			358
BHE and Other(1)	(39		)	(37		)
Total operating revenue	$	4,221		$	4,249
Depreciation and amortization:
PacifiCorp	$	194		$	183
MidAmerican Funding	100			84
NV Energy	101			92
Northern Powergrid	48			48
BHE Pipeline Group	50			48
BHE Transmission	38			—
BHE Renewables	49			21
HomeServices	6			7
BHE and Other(1)	1			(1		)
Total depreciation and amortization	$	587		$	482
Operating income:
PacifiCorp	$	273		$	292
MidAmerican Funding	107			153
NV Energy	121			107
Northern Powergrid	193			181
BHE Pipeline Group	200			230
BHE Transmission	46			(2		)
BHE Renewables	6			29
HomeServices	(2		)	(12		)
BHE and Other(1)	(14		)	(28		)
Total operating income	930			950
Interest expense	(472		)	(418		)
Capitalized interest	29			29
Allowance for equity funds	31			27
Interest and dividend income	26			9
Other, net	26			7
Total income before income tax expense and equity income	$	570		$	604

	Three-Month Periods
	Ended March 31,
	2015		2014
Interest expense:
PacifiCorp	$	95	$	96
MidAmerican Funding	50		46
NV Energy	63		70
Northern Powergrid	35		38
BHE Pipeline Group	18		19
BHE Transmission	36		—
BHE Renewables	46		41
HomeServices	1		1
BHE and Other(1)	128		107
Total interest expense	$	472	$	418

	As of
	March 31,		December 31,
	2015		2014
Total assets:
PacifiCorp	$	23,368	$	23,466
MidAmerican Funding	15,360		15,368
NV Energy	14,240		14,454
Northern Powergrid	6,939		7,076
BHE Pipeline Group	5,000		4,968
BHE Transmission	7,716		7,992
BHE Renewables	6,451		6,123
HomeServices	1,800		1,629
BHE and Other(1)	1,399		1,228
Total assets	$	82,273	$	82,304

	Three-Month Periods
	Ended March 31,
	2015		2014
Operating revenue by country:
United States	$	3,769	$	3,905
United Kingdom	324		315
Canada	127		4
Philippines and other	1		25
Total operating revenue by country	$	4,221	$	4,249

	Three-Month Periods
	Ended March 31,
	2015		2014
Income (loss) before income tax expense and equity income by country:
United States	$	358	$	447
United Kingdom	164		143
Canada	35		(1		)
Philippines and other	13		15
Total income (loss) before income tax expense and equity income by country	$	570	$	604

(1) The differences between the reportable segment amounts and the consolidated amounts, described as BHE and Other, relate to other corporate entities, corporate functions and intersegment eliminations.

Schedule of Goodwill [Table Text Block]

The following table shows the change in the carrying amount of goodwill by reportable segment for the three-month period endedMarch 31, 2015 (in millions):

										BHE
			MidAmerican		NV		Northern			Pipeline			BHE			BHE		Home-
	PacifiCorp		Funding		Energy		Powergrid			Group			Transmission			Renewables		Services		Other		Total
December 31, 2014	$	1,129	$	2,102	$	2,369	$	1,100		$	127		$	1,657		$	95	$	761	$	3	$	9,343
Acquisitions	—		—		—		—			—			31			—		—		—		31
Foreign currency translation	—		—		—		(40		)	—			(142		)	—		—		—		(182		)
Other	—		—		—		—			(6		)	—			—		—		—		(6		)
March 31, 2015	$	1,129	$	2,102	$	2,369	$	1,060		$	121		$	1,546		$	95	$	761	$	3	$	9,186

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General (Details)	3 Months Ended
	Mar. 31, 2015 OwnedAndOperatedCompanies OperatingSegments
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	8
Number of owned and operated utility companies in the United States	4
Number of states owned and operated utility companies serve customers	11
Number of owned and operated interstate natural gas pipeline companies in the United States	2
Number of owned and operated electricity distribution companies in Great Britain	2
Number of owned and operated electricity transmission companies in Canada	1
Number of owned and operated renewable energy businesses	1
Number of owned and operated residential real estate brokerage firms in the United States	1
Number of owned and operated real estate franchise networks in the United States	1

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Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Cash flows from operating activities:
Net income	$ 473	$ 507
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	587	482
Allowance for equity funds	(31)	(27)
Changes in regulatory assets and liabilities	152	(27)
Deferred income taxes and amortization of investment tax credits	206	150
Other, net	(35)	33
Changes in other operating assets and liabilities, net of effects from acquisitions:
Trade receivables and other assets	(18)	(16)
Derivative collateral, net	(21)	(21)
Pension and other postretirement benefit plans	(4)	(9)
Accrued property, income and other taxes	(99)	(52)
Accounts payable and other liabilities	(103)	6
Net cash flows from operating activities	1,107	1,026
Cash flows from investing activities:
Capital expenditures	(1,426)	(1,183)
Acquisitions, net of cash acquired	(59)	0
Decrease in restricted cash and investments	12	219
Purchases of available-for-sale securities	(68)	(84)
Proceeds from sales of available-for-sale securities	57	59
Equity method investments	(12)	(4)
Other, net	41	4
Net cash flows from investing activities	(1,455)	(989)
Cash flows from financing activities:
Repayments of BHE senior debt	0	(250)
Common stock purchases	(36)	0
Proceeds from subsidiary debt	484	425
Repayments of subsidiary debt	(353)	(50)
Net proceeds from (repayments of) short-term debt	163	(22)
Other, net	(19)	(22)
Net cash flows from financing activities	239	81
Effect of exchange rate changes	(1)	(1)
Net change in cash and cash equivalents	(110)	117
Cash and cash equivalents at beginning of period	617	1,175
Cash and cash equivalents at end of period	$ 507	$ 1,292

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New Accounting Pronouncements New Accounting Pronouncements (Details) (USD $) In Millions, unless otherwise specified	Jan. 01, 2015
Retained Earnings [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Adoption of ASC 853	$ 56
Noncontrolling Interest [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Adoption of ASC 853	$ 11

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Employee Benefit Plans (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Domestic Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 8	$ 8
Interest cost	30	33
Expected return on plan assets	(42)	(41)
Net amortization	13	11
Net periodic benefit cost	9	11
Domestic Other Postretirement Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	4	3
Interest cost	7	11
Expected return on plan assets	(12)	(13)
Net amortization	(3)	(1)
Net periodic benefit cost	(4)	0
UK Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	6	6
Interest cost	20	24
Expected return on plan assets	(29)	(31)
Net amortization	16	13
Net periodic benefit cost	$ 13	$ 12

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Segment Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015		Mar. 31, 2014		Dec. 31, 2014
Segment Reporting Information [Line Items]
Revenues	$ 4,221		$ 4,249
Sales revenue from energy operations	3,773		3,891
Real estate	448		358
Depreciation and amortization - energy operations	581		475
Depreciation and amortization	587		482
Operating income	930		950
Interest expense	472		418
Capitalized interest	29		29
Allowance for equity funds	31		27
Interest and dividend income	26		9
Other, net	26		7
Income before income tax expense and equity income	570		604
Assets	82,273				82,304
PacifiCorp [Member]
Segment Reporting Information [Line Items]
Sales revenue from energy operations	1,250		1,288
Depreciation and amortization - energy operations	194		183
Operating income	273		292
Interest expense	95		96
Assets	23,368				23,466
MidAmerican Funding [Member]
Segment Reporting Information [Line Items]
Sales revenue from energy operations	951		1,230
Depreciation and amortization - energy operations	100		84
Operating income	107		153
Interest expense	50		46
Assets	15,360				15,368
NV Energy [Member]
Segment Reporting Information [Line Items]
Sales revenue from energy operations	706		638
Depreciation and amortization - energy operations	101		92
Operating income	121		107
Interest expense	63		70
Assets	14,240				14,454
Northern Powergrid [Member]
Segment Reporting Information [Line Items]
Sales revenue from energy operations	324		317
Depreciation and amortization - energy operations	48		48
Operating income	193		181
Interest expense	35		38
Assets	6,939				7,076
BHE Pipeline Group [Member]
Segment Reporting Information [Line Items]
Sales revenue from energy operations	332		386
Depreciation and amortization - energy operations	50		48
Operating income	200		230
Interest expense	18		19
Assets	5,000				4,968
BHE Transmission [Member]
Segment Reporting Information [Line Items]
Sales revenue from energy operations	125		0
Depreciation and amortization - energy operations	38		0
Operating income	46		(2)
Interest expense	36		0
Assets	7,716				7,992
BHE Renewables [Member]
Segment Reporting Information [Line Items]
Sales revenue from energy operations	124		69
Depreciation and amortization - energy operations	49		21
Operating income	6		29
Interest expense	46		41
Assets	6,451				6,123
HomeServices [Member]
Segment Reporting Information [Line Items]
Real estate	448		358
Depreciation and amortization	6		7
Operating income	(2)		(12)
Interest expense	1		1
Assets	1,800				1,629
BHE And Other [Member]
Segment Reporting Information [Line Items]
Sales revenue from energy operations	(39)	[1]	(37)	[1]
Depreciation and amortization - energy operations	1	[1]	(1)	[1]
Operating income	(14)	[1]	(28)	[1]
Interest expense	128	[1]	107	[1]
Assets	1,399	[1]			1,228	[1]
UNITED STATES
Segment Reporting Information [Line Items]
Revenues	3,769		3,905
Income before income tax expense and equity income	358		447
UNITED KINGDOM
Segment Reporting Information [Line Items]
Revenues	324		315
Income before income tax expense and equity income	164		143
CANADA
Segment Reporting Information [Line Items]
Revenues	127		4
Income before income tax expense and equity income	35		(1)
The Philippines and other [Member]
Segment Reporting Information [Line Items]
Revenues	1		25
Income before income tax expense and equity income	$ 13		$ 15

[1] The differences between the reportable segment amounts and the consolidated amounts, described as BHE and Other, relate to other corporate entities, corporate functions and intersegment eliminations.

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 507	$ 617
Trade receivables, net	1,766	1,837
Income taxes receivable	1,269	1,156
Inventories	790	826
Mortgage loans held for sale	373	286
Other current assets	1,085	1,221
Total current assets	5,790	5,943
Property, plant and equipment, net	58,987	59,248
Goodwill	9,186	9,343
Regulatory assets	4,015	4,000
Investments and restricted cash and investments	3,118	2,803
Other assets	1,177	967
Total assets	82,273	82,304
Current liabilities:
Accounts payable	1,614	1,991
Accrued interest	476	454
Accrued property, income and other taxes	381	366
Accrued employee expenses	277	255
Short-term debt	1,581	1,445
Current portion of long-term debt	1,189	1,232
Other current liabilities	1,489	1,369
Total current liabilities	7,007	7,112
Regulatory liabilities	2,703	2,669
BHE senior debt	7,860	7,860
BHE junior subordinated debentures	3,794	3,794
Subsidiary debt	25,508	25,763
Deferred income taxes	11,870	11,802
Other long-term liabilities	2,696	2,731
Total liabilities	61,438	61,731
Commitments and contingencies (Note 11)
BHE shareholders' equity:
Common stock - 115 shares authorized, no par value, 77 shares issued and outstanding	0	0
Additional paid-in capital	6,420	6,423
Retained earnings	15,005	14,513
Accumulated other comprehensive loss, net	(729)	(494)
Total BHE shareholders' equity	20,696	20,442
Noncontrolling interests	139	131
Total equity	20,835	20,573
Total liabilities and equity	$ 82,273	$ 82,304

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Risk Management and Hedging Activities - Derivative Contract Volumes (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015 MWh	Dec. 31, 2014 MWh
Electricity sales (in megawatt hours) [Member] | Commodity derivative [Member]
Notional Amounts of Outstanding Derivative Positions [Line Items]
Derivative, nonmonetary notional amount	9,000,000	6,000,000
Natural gas purchases (in decatherms) [Member] | Commodity derivative [Member]
Notional Amounts of Outstanding Derivative Positions [Line Items]
Derivative, nonmonetary notional amount	352,000,000	308,000,000
Fuel purchases (in gallons) [Member] | Commodity derivative [Member]
Notional Amounts of Outstanding Derivative Positions [Line Items]
Derivative, nonmonetary notional amount	10,000,000	2,000,000
Interest rate swap [Member] | Interest Rate Contract [Member]
Notional Amounts of Outstanding Derivative Positions [Line Items]
Derivative, notional amount	443	443
Mortgage sale commitments, net [Member] | Interest Rate Contract [Member]
Notional Amounts of Outstanding Derivative Positions [Line Items]
Derivative, notional amount	(341)	(264)

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Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Unrecognized amounts on retirement benefits, tax	$ 8	$ 1
Unrealized gains on available-for-sale securities, tax	113	116
Unrealized gains on cash flow hedges, tax	$ 1	$ 9

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Property, Plant and Equipment, Net (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Property, plant and equipment in service, net	54,189	$ 54,054
Construction work-in-progress	4,798	5,194
Property, plant and equipment, net	58,987	59,248
Regulated assets [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment	71,199	71,305
Accumulated depreciation and amortization	(21,668)	(21,447)
Property, plant and equipment in service, net	49,531	49,858
Construction work-in-progress	4,400	4,300
Regulated assets [Member] | Utility generation, distribution and transmission system [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment	64,477	64,645
Regulated assets [Member] | Utility generation, distribution and transmission system [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Depreciable Life	5 years
Regulated assets [Member] | Utility generation, distribution and transmission system [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Depreciable Life	80 years
Regulated assets [Member] | Interstate pipeline assets [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment	6,722	6,660
Regulated assets [Member] | Interstate pipeline assets [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Depreciable Life	3 years
Regulated assets [Member] | Interstate pipeline assets [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Depreciable Life	80 years
Unregulated operation [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment	5,275	5,035
Accumulated depreciation and amortization	(617)	(839)
Property, plant and equipment in service, net	4,658	4,196
Unregulated operation [Member] | Independent power plants [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment	4,537	4,362
Unregulated operation [Member] | Independent power plants [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Depreciable Life	5 years
Unregulated operation [Member] | Independent power plants [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Depreciable Life	30 years
Unregulated operation [Member] | Other assets [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment	738	$ 673
Unregulated operation [Member] | Other assets [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Depreciable Life	3 years
Unregulated operation [Member] | Other assets [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Depreciable Life	30 years

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Business Acquisitions (Tables)

3 Months Ended

Mar. 31, 2015

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in millions):

	Fair Value
Current assets, including cash and cash equivalents of $15	$	174
Property, plant and equipment	5,610
Goodwill	1,731
Other long-term assets	128
Total assets	7,643
Current liabilities, including current portion of long-term debt of $79	866
Subsidiary debt, less current portion	3,772
Deferred income taxes	95
Other long-term liabilities	182
Total liabilities	4,915
Net assets acquired	$	2,728

Business Acquisition, Pro Forma Information [Table Text Block]

	Three-Month Period
	Ended March 31, 2014
Operating revenue	$	4,383
Net income attributable to BHE shareholders	$	515

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Investments and Restricted Cash and Investments (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Investments [Abstract]
Investments	$ 1,692	$ 1,393
Equity Method Investments [Abstract]
Equity method investments	904	868
Restricted Cash and Investments [Abstract]
Restricted cash and investments	644	657
Investments, including equity method investments and restricted cash and investments	3,240	2,918
Investments, including equity method investments and restricted cash and investments, current	122	115
Investments, including equity method investments and restricted cash and investments, noncurrent	3,118	2,803
Quad Cities Station nuclear decommissioning trust funds [Member]
Restricted Cash and Investments [Abstract]
Decommissioning fund investments, fair value	430	424
Solar Star and Topaz Projects [Member]
Restricted Cash and Investments [Abstract]
Restricted cash and investments	47	66
Other restricted cash and investments [Member]
Restricted Cash and Investments [Abstract]
Restricted cash and investments	167	167
ETT [Member]
Equity Method Investments [Abstract]
Equity method investments	536	515
Bridger Coal Company [Member]
Equity Method Investments [Abstract]
Equity method investments	188	192
Agua Caliente Solar, LLC [Member]
Equity Method Investments [Abstract]
Equity method investments	83	81
Other equity method investments [Member]
Equity Method Investments [Abstract]
Equity method investments	97	80
BYD Company Limited common stock [Member]
Investments [Abstract]
Available-for-sale securities, equity securities	1,158	881
Available-for-sale securities, gross unrealized gain (loss)	926	649
Rabbi trusts [Member]
Investments [Abstract]
Rabbi trusts, amount	386	386
Other investments [Member]
Investments [Abstract]
Other investments	$ 148	$ 126

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Investments and Restricted Cash and Investments (Tables)

3 Months Ended

Mar. 31, 2015

Investments and Restricted Cash and Investments [Abstract]

Investments and Restricted Cash and Investments [Table Text Block]

Investments and restricted cash and investments consists of the following (in millions):

	As of
	March 31,		December 31,
	2015		2014
Investments:
BYD Company Limited common stock	$	1,158	$	881
Rabbi trusts	386		386
Other	148		126
Total investments	1,692		1,393
Equity method investments:
Electric Transmission Texas, LLC	536		515
Bridger Coal Company	188		192
Agua Caliente Solar, LLC	83		81
Other	97		80
Total equity method investments	904		868
Restricted cash and investments:
Quad Cities Station nuclear decommissioning trust funds	430		424
Solar Star and Topaz Projects	47		66
Other	167		167
Total restricted cash and investments	644		657
Total investments and restricted cash and investments	$	3,240	$	2,918
Reflected as:
Current assets	$	122	$	115
Noncurrent assets	3,118		2,803
Total investments and restricted cash and investments	$	3,240	$	2,918

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Consolidated Statements of Changes in Equity (USD $) In Millions, unless otherwise specified	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive (Loss) Income, Net [Member]	Noncontrolling Interest [Member]
Balance at Dec. 31, 2013	$ 18,816	$ 0	$ 6,390	$ 12,418	$ (97)	$ 105
Balance (shares) at Dec. 31, 2013		77
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	506	0	0	503	0	3
Other comprehensive income (loss)	222	0	0	0	222	0
Distributions	(6)	0	0	0	0	(6)
Balance at Mar. 31, 2014	19,538	0	6,390	12,921	125	102
Balance (shares) at Mar. 31, 2014		77
Balance at Dec. 31, 2014	20,573	0	6,423	14,513	(494)	131
Balance (shares) at Dec. 31, 2014	77	77
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	472	0	0	469	0	3
Other comprehensive income (loss)	(235)	0	0	0	(235)	0
Distributions	(6)	0	0	0	0	(6)
Adoption of ASC 853	67	0	0	56	0	11
Common stock purchases	(36)	0	(3)	(33)	0	0
Balance at Mar. 31, 2015	$ 20,835	$ 0	$ 6,420	$ 15,005	$ (729)	$ 139
Balance (shares) at Mar. 31, 2015	77	77

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Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
BHE shareholders' equity:
Common stock, par value	$ 0.00	$ 0.00
Common stock, shares authorized	115	115
Common stock, shares issued	77	77
Common stock, shares outstanding	77	77

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Risk Management and Hedging Activities

3 Months Ended

Mar. 31, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities Disclosure [Text Block]

(9) Risk Management and Hedging Activities

The Company is exposed to the impact of market fluctuations in commodity prices, interest rates and foreign currency exchange rates. The Company is principally exposed to electricity, natural gas, coal and fuel oil commodity price risk primarily through BHE's ownership of PacifiCorp, MidAmerican Energy, Nevada Power and Sierra Pacific (the "Utilities") as they have an obligation to serve retail customer load in their regulated service territories. MidAmerican Energy also provides nonregulated retail electricity and natural gas services in competitive markets, which creates contractual obligations to provide electric and natural gas services. The Utilities' load and generating facilities represent substantial underlying commodity positions. Exposures to commodity prices consist mainly of variations in the price of fuel required to generate electricity, wholesale electricity that is purchased and sold, and natural gas supply for retail customers. Commodity prices are subject to wide price swings as supply and demand are impacted by, among many other unpredictable items, weather, market liquidity, generating facility availability, customer usage, storage, and transmission and transportation constraints. Interest rate risk exists on variable-rate debt, future debt issuances and mortgage commitments. Additionally, the Company is exposed to foreign currency exchange rate risk from its business operations and investments in Great Britain and Canada. The Company does not engage in a material amount of proprietary trading activities.

Each of the Company's business platforms has established a risk management process that is designed to identify, assess, monitor, report, manage and mitigate each of the various types of risk involved in its business. To mitigate a portion of its commodity price risk, the Company uses commodity derivative contracts, which may include forwards, futures, options, swaps and other agreements, to effectively secure future supply or sell future production generally at fixed prices. The Company manages its interest rate risk by limiting its exposure to variable interest rates primarily through the issuance of fixed-rate long-term debt and by monitoring market changes in interest rates. Additionally, the Company may from time to time enter into interest rate derivative contracts, such as interest rate swaps or locks, forward sale commitments, or mortgage interest rate lock commitments, to mitigate the Company's exposure to interest rate risk. The Company does not hedge all of its commodity price, interest rate and foreign currency exchange rate risks, thereby exposing the unhedged portion to changes in market prices.

There have been no significant changes in the Company's accounting policies related to derivatives. Refer to Note 10 for additional information on derivative contracts.

The following table, which reflects master netting arrangements and excludes contracts that have been designated as normal under the normal purchases or normal sales exception afforded by GAAP, summarizes the fair value of the Company's derivative contracts, on a gross basis, and reconciles those amounts to the amounts presented on a net basis on the Consolidated Balance Sheets (in millions):

	Other					Other			Other
	Current		Other			Current			Long-term
	Assets		Assets			Liabilities			Liabilities			Total
As of March 31, 2015
Not designated as hedging contracts:
Commodity assets(1)	$	23	$	73		$	12		$	—		$	108
Commodity liabilities(1)	—		(1		)	(119		)	(173		)	(293		)
Interest rate assets	9		—			—			—			9
Interest rate liabilities	—		—			(4		)	(6		)	(10		)
Total	32		72			(111		)	(179		)	(186		)
Designated as hedging contracts:
Commodity assets	3		—			4			1			8
Commodity liabilities	—		—			(20		)	(19		)	(39		)
Interest rate assets	—		—			—			—			—
Interest rate liabilities	—		—			(4		)	(2		)	(6		)
Total	3		—			(20		)	(20		)	(37		)
Total derivatives	35		72			(131		)	(199		)	(223		)
Cash collateral receivable	—		—			42			51			93
Total derivatives - net basis	$	35	$	72		$	(89	)	$	(148	)	$	(130	)

	Other					Other			Other
	Current			Other		Current			Long-term
	Assets			Assets		Liabilities			Liabilities			Total
As of December 31, 2014
Not designated as hedging contracts:
Commodity assets(1)	$	47		$	66	$	21		$	1		$	135
Commodity liabilities(1)	(11		)	—		(146		)	(134		)	(291		)
Interest rate assets	4			—		—			—			4
Interest rate liabilities	—			—		(2		)	(4		)	(6		)
Total	40			66		(127		)	(137		)	(158		)
Designated as hedging contracts:
Commodity assets	1			—		5			2			8
Commodity liabilities	—			—		(27		)	(17		)	(44		)
Interest rate assets	—			1		—			—			1
Interest rate liabilities	—			—		(4		)	—			(4		)
Total	1			1		(26		)	(15		)	(39		)
Total derivatives	41			67		(153		)	(152		)	(197		)
Cash collateral receivable	—			—		56			19			75
Total derivatives - net basis	$	41		$	67	$	(97	)	$	(133	)	$	(122	)

(1) The Company's commodity derivatives not designated as hedging contracts are generally included in regulated rates, and as of March 31, 2015 and December 31, 2014, a net regulatory asset of $255 million and $223 million, respectively, was recorded related to the net derivative liability of $185 million and $156 million, respectively.

Not Designated as Hedging Contracts

The following table reconciles the beginning and ending balances of the Company's net regulatory assets and summarizes the pre-tax gains and losses on commodity derivative contracts recognized in net regulatory assets, as well as amounts reclassified to earnings (in millions):

	Three-Month Periods
	Ended March 31,
	2015			2014
Beginning balance	$	223		$	182
Changes in fair value recognized in net regulatory assets	60			4
Net gains (losses) reclassified to operating revenue	9			(30		)
Net (losses) gains reclassified to cost of sales	(37		)	3
Ending balance	$	255		$	159

Designated as Hedging Contracts

The Company uses commodity derivative contracts accounted for as cash flow hedges to hedge electricity and natural gas commodity prices for delivery to nonregulated customers, spring operational sales, natural gas storage and other transactions. The following table reconciles the beginning and ending balances of the Company's accumulated other comprehensive (income) loss (pre-tax) and summarizes pre-tax gains and losses on commodity derivative contracts designated and qualifying as cash flow hedges recognized in other comprehensive income ("OCI"), as well as amounts reclassified to earnings (in millions):

	Three-Month Periods
	Ended March 31,
	2015			2014
Beginning balance	$	32		$	12
Changes in fair value recognized in OCI	(8		)	(59		)
Net gains reclassified to operating revenue	1			—
Net gains reclassified to cost of sales	2			35
Ending balance	$	27		$	(12	)

Certain derivative contracts, principally interest rate locks, have settled and the fair value at the date of settlement remains in AOCI and is recognized in earnings when the forecasted transactions impact earnings. Realized gains and losses on hedges and hedge ineffectiveness are recognized in income as operating revenue, cost of sales, operating expense or interest expense depending upon the nature of the item being hedged. For the three-month periods endedMarch 31, 2015 and 2014, hedge ineffectiveness was insignificant. As of March 31, 2015, the Company had cash flow hedges with expiration dates extending through December 2019 and $14 million of pre-tax net unrealized losses are forecasted to be reclassified from AOCI into earnings over the next twelve months as contracts settle.

Derivative Contract Volumes

The following table summarizes the net notional amounts of outstanding derivative contracts with fixed price terms that comprise the mark-to-market values as of (in millions):

	Unit of	March 31,		December 31,
	Measure	2015		2014
Electricity purchases	Megawatt hours	9		6
Natural gas purchases	Decatherms	352		308
Fuel purchases	Gallons	10		2
Interest rate swaps	US$	443		443
Mortgage sale commitments, net	US$	(341	)	(264	)

Credit Risk

The Utilities are exposed to counterparty credit risk associated with wholesale energy supply and marketing activities with other utilities, energy marketing companies, financial institutions and other market participants. Additionally, MidAmerican Energy participates in the regional transmission organization ("RTO") markets and has indirect credit exposure related to other participants, although RTO credit policies are designed to limit exposure to credit losses from individual participants. Credit risk may be concentrated to the extent the Utilities' counterparties have similar economic, industry or other characteristics and due to direct or indirect relationships among the counterparties. Before entering into a transaction, the Utilities analyze the financial condition of each significant wholesale counterparty, establish limits on the amount of unsecured credit to be extended to each counterparty and evaluate the appropriateness of unsecured credit limits on an ongoing basis. To further mitigate wholesale counterparty credit risk, the Utilities enter into netting and collateral arrangements that may include margining and cross-product netting agreements and obtain third-party guarantees, letters of credit and cash deposits. If required, the Utilities exercise rights under these arrangements, including calling on the counterparty's credit support arrangement.

Collateral and Contingent Features

In accordance with industry practice, certain wholesale derivative contracts contain credit support provisions that in part base certain collateral requirements on credit ratings for senior unsecured debt as reported by one or more of the three recognized credit rating agencies. These derivative contracts may either specifically provide bilateral rights to demand cash or other security if credit exposures on a net basis exceed specified rating-dependent threshold levels ("credit-risk-related contingent features") or provide the right for counterparties to demand "adequate assurance," or in some cases terminate the contract, in the event of a material adverse change in creditworthiness. These rights can vary by contract and by counterparty. As of March 31, 2015, the applicable credit ratings from the three recognized credit rating agencies were investment grade.

The aggregate fair value of the Company's derivative contracts in liability positions with specific credit-risk-related contingent features totaled $264 million and $243 million as of March 31, 2015 and December 31, 2014, respectively, for which the Company had posted collateral of $64 million and $28 million, respectively, in the form of cash deposits. If all credit-risk-related contingent features for derivative contracts in liability positions had been triggered as of March 31, 2015 and December 31, 2014, the Company would have been required to post $186 million and $182 million, respectively, of additional collateral. The Company's collateral requirements could fluctuate considerably due to market price volatility, changes in credit ratings, changes in legislation or regulation, or other factors.

XML

Document and Entity Information (USD $)	3 Months Ended
	Mar. 31, 2015	Apr. 30, 2015	Jun. 30, 2014
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Entity Registrant Name	BERKSHIRE HATHAWAY ENERGY CO
Entity Central Index Key	0001081316
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		77,391,144
Entity Public Float			$ 0

XML

Fair Value Measurements

3 Months Ended

Mar. 31, 2015

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

(10) Fair Value Measurements

The carrying value of the Company's cash, certain cash equivalents, receivables, payables, accrued liabilities and short-term borrowings approximates fair value because of the short-term maturity of these instruments. The Company has various financial assets and liabilities that are measured at fair value on the Consolidated Financial Statements using inputs from the three levels of the fair value hierarchy. A financial asset or liability classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are as follows:

• Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

• Level 2 — Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

• Level 3 — Unobservable inputs reflect the Company's judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. The Company develops these inputs based on the best information available, including its own data.

The following table presents the Company's assets and liabilities recognized on the Consolidated Balance Sheets and measured at fair value on a recurring basis (in millions):

	Input Levels for Fair Value Measurements
	Level 1			Level 2			Level 3			Other(1)			Total
As of March 31, 2015
Assets:
Commodity derivatives	$	—		$	28		$	88		$	(18	)	$	98
Interest rate derivatives	—			1			8			—			9
Mortgage loans held for sale	—			361			—			—			361
Money market mutual funds(2)	325			—			—			—			325
Debt securities:
United States government obligations	140			—			—			—			140
International government obligations	—			1			—			—			1
Corporate obligations	—			38			—			—			38
Municipal obligations	—			2			—			—			2
Agency, asset and mortgage-backed obligations	—			2			—			—			2
Auction rate securities	—			—			44			—			44
Equity securities:
United States companies	241			—			—			—			241
International companies	1,163			—			—			—			1,163
Investment funds	161			—			—			—			161
	$	2,030		$	433		$	140		$	(18	)	$	2,585
Liabilities:
Commodity derivatives	$	(17	)	$	(276	)	$	(39	)	$	111		$	(221	)
Interest rate derivatives	(1		)	(15		)	—			—			(16		)
	$	(18	)	$	(291	)	$	(39	)	$	111		$	(237	)

	Input Levels for Fair Value Measurements
	Level 1			Level 2			Level 3			Other(1)			Total
As of December 31, 2014
Assets:
Commodity derivatives	$	1		$	48		$	94		$	(40	)	$	103
Interest rate derivatives	—			5			—			—			5
Mortgage loans held for sale	—			279			—			—			279
Money market mutual funds(2)	320			—			—			—			320
Debt securities:
United States government obligations	136			—			—			—			136
International government obligations	—			1			—			—			1
Corporate obligations	—			39			—			—			39
Municipal obligations	—			2			—			—			2
Agency, asset and mortgage-backed obligations	—			2			—			—			2
Auction rate securities	—			—			45			—			45
Equity securities:
United States companies	238			—			—			—			238
International companies	886			—			—			—			886
Investment funds	137			—			—			—			137
	$	1,718		$	376		$	139		$	(40	)	$	2,193
Liabilities:
Commodity derivatives	$	(18	)	$	(274	)	$	(43	)	$	115		$	(220	)
Interest rate derivatives	—			(10		)	—			—			(10		)
	$	(18	)	$	(284	)	$	(43	)	$	115		$	(230	)

(1) Represents netting under master netting arrangements and a net cash collateral receivable of $93 million and $75 million as of March 31, 2015 and December 31, 2014, respectively.

(2) Amounts are included in cash and cash equivalents; other current assets; and noncurrent investments and restricted cash and investments on the Consolidated Balance Sheets. The fair value of these money market mutual funds approximates cost.

Derivative contracts are recorded on the Consolidated Balance Sheets as either assets or liabilities and are stated at estimated fair value unless they are designated as normal purchases or normal sales and qualify for the exception afforded by GAAP. When available, the fair value of derivative contracts is estimated using unadjusted quoted prices for identical contracts in the market in which the Company transacts. When quoted prices for identical contracts are not available, the Company uses forward price curves. Forward price curves represent the Company's estimates of the prices at which a buyer or seller could contract today for delivery or settlement at future dates. The Company bases its forward price curves upon market price quotations, when available, or internally developed and commercial models, with internal and external fundamental data inputs. Market price quotations are obtained from independent brokers, exchanges, direct communication with market participants and actual transactions executed by the Company. Market price quotations are generally readily obtainable for the applicable term of the Company's outstanding derivative contracts; therefore, the Company's forward price curves reflect observable market quotes. Market price quotations for certain electricity and natural gas trading hubs are not as readily obtainable due to the length of the contract. Given that limited market data exists for these contracts, as well as for those contracts that are not actively traded, the Company uses forward price curves derived from internal models based on perceived pricing relationships to major trading hubs that are based on unobservable inputs. The estimated fair value of these derivative contracts is a function of underlying forward commodity prices, interest rates, currency rates, related volatility, counterparty creditworthiness and duration of contracts. Refer to Note 9 for further discussion regarding the Company's risk management and hedging activities.

The Company's mortgage loans held for sale are valued based on independent quoted market prices, where available, or the prices of other mortgage whole loans with similar characteristics. As necessary, these prices are adjusted for typical securitization activities, including servicing value, portfolio composition, market conditions and liquidity.

The Company's investments in money market mutual funds and debt and equity securities are stated at fair value and are primarily accounted for as available-for-sale securities. When available, a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value. In the absence of a quoted market price or net asset value of an identical security, the fair value is determined using pricing models or net asset values based on observable market inputs and quoted market prices of securities with similar characteristics. The fair value of the Company's investments in auction rate securities, where there is no current liquid market, is determined using pricing models based on available observable market data and the Company's judgment about the assumptions, including liquidity and nonperformance risks, which market participants would use when pricing the asset.

The following table reconciles the beginning and ending balances of the Company's assets and liabilities measured at fair value on a recurring basis using significant Level 3 inputs (in millions):

	Three-Month Periods
	Ended March 31,
				Interest			Auction
	Commodity			Rate			Rate
	Derivatives			Derivatives			Securities
2015:
Beginning balance	$	51		$	—		$	45
Changes included in earnings	8			21			—
Changes in fair value recognized in OCI	1			—			(1		)
Changes in fair value recognized in net regulatory assets	(3		)	—			—
Settlements	(8		)	(16		)	—
Transfers from Level 2	—			3			—
Ending balance	$	49		$	8		$	44

2014:
Beginning balance	$	60		$	—	$	44
Changes included in earnings	(17		)	—		—
Changes in fair value recognized in OCI	3			—		1
Changes in fair value recognized in net regulatory assets	2			—		—
Transfers from Level 2	(35		)	—		—
Ending balance	$	13		$	—	$	45

The Company's long-term debt is carried at cost on the Consolidated Financial Statements. The fair value of the Company's long-term debt is a Level 2 fair value measurement and has been estimated based upon quoted market prices, where available, or at the present value of future cash flows discounted at rates consistent with comparable maturities with similar credit risks. The carrying value of the Company's variable-rate long-term debt approximates fair value because of the frequent repricing of these instruments at market rates. The following table presents the carrying value and estimated fair value of the Company's long-term debt (in millions):

	As of March 31, 2015				As of December 31, 2014
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term debt	$	38,351	$	44,466	$	38,649	$	43,863

XML

Consolidated Statements of Operations (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Operating revenue:
Energy	$ 3,773	$ 3,891
Real estate	448	358
Total operating revenue	4,221	4,249
Energy:
Cost of sales	1,354	1,632
Operating expense	906	822
Depreciation and amortization	581	475
Real estate	450	370
Total operating costs and expenses	3,291	3,299
Operating income	930	950
Other income (expense):
Interest expense	(472)	(418)
Capitalized interest	29	29
Allowance for equity funds	31	27
Interest and dividend income	26	9
Other, net	26	7
Total other income (expense)	(360)	(346)
Income before income tax expense and equity income	570	604
Income tax expense	123	112
Equity income	26	15
Net income	473	507
Net income attributable to noncontrolling interests	4	4
Net income attributable to BHE shareholders	$ 469	$ 503

XML

Property, Plant and Equipment, Net

3 Months Ended

Mar. 31, 2015

Property, Plant and Equipment, Net [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

(4) Property, Plant and Equipment, Net

Property, plant and equipment, net consists of the following (in millions):

		As of
	Depreciable	March 31,			December 31,
	Life	2015			2014
Regulated assets:
Utility generation, distribution and transmission system	5-80 years	$	64,477		$	64,645
Interstate pipeline assets	3-80 years	6,722			6,660
		71,199			71,305
Accumulated depreciation and amortization		(21,668		)	(21,447		)
Regulated assets, net		49,531			49,858
Nonregulated assets:
Independent power plants	5-30 years	4,537			4,362
Other assets	3-30 years	738			673
		5,275			5,035
Accumulated depreciation and amortization		(617		)	(839		)
Nonregulated assets, net		4,658			4,196
Net operating assets		54,189			54,054
Construction work-in-progress		4,798			5,194
Property, plant and equipment, net		$	58,987		$	59,248

Construction work-in-progress includes $4.4 billion and $4.3 billion as of March 31, 2015 and December 31, 2014, respectively, related to the construction of regulated assets.

XML

Business Acquisitions

3 Months Ended

Mar. 31, 2015

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

(3) Business Acquisitions

AltaLink

Transaction Description

On December 1, 2014, BHE completed its acquisition of AltaLink and AltaLink became an indirect wholly owned subsidiary of BHE. Under the terms of the Share Purchase Agreement, dated May 1, 2014, between BHE and SNC-Lavalin Group Inc. ("SNC-Lavalin"), BHE paid C$3.1 billion (US$2.7 billion) in cash to SNC-Lavalin for 100% of the equity interests of AltaLink. BHE funded the total purchase price with $1.5 billion of junior subordinated debentures issued and sold to subsidiaries of Berkshire Hathaway, $1.0 billion borrowed under its commercial paper program and cash on hand.

ALP is a regulated electric transmission business, headquartered in Calgary, Alberta. ALP owns 7,800 miles of transmission lines and 300 substations in Alberta and operates under a cost-of-service regulatory model, including a forward test year, overseen by the AUC.

Allocation of Purchase Price

The operations of ALP are subject to the rate-setting authority of the AUC and are accounted for pursuant to GAAP, including the authoritative guidance for regulated operations. The rate-setting and cost recovery provisions establish rates on a cost-of-service basis designed to allow AltaLink an opportunity to recover its costs of providing service and a return on its investment in rate base. Except for certain assets not currently in rates, the fair value of AltaLink's assets acquired and liabilities assumed subject to these rate-setting provisions are assumed to approximate their carrying values and, therefore, no fair value adjustments have been reflected related to these amounts.

The fair value of AltaLink's assets acquired and liabilities assumed not subject to the rate-setting provisions discussed above was determined using an income approach. This approach is based on significant estimates and assumptions, including Level 3 inputs, which are judgmental in nature. The estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting the risk inherent in the future cash flows and future market prices. The fair value of certain contracts, deferred tax amounts and certain contingencies, among other items, are provisional and are subject to revision for up to 12 months following the acquisition date until the related valuations are completed. These items may be adjusted through regulatory assets or liabilities, to the extent recoverable in rates, or goodwill provided additional information is obtained about the facts and circumstances that existed as of the acquisition date. Such information includes, but is not limited to, further information regarding the fair value of the contracts and the resolution of contingency related items.

AltaLink's non-regulated assets acquired and liabilities assumed consist principally of AltaLink Investments, L.P.'s and AltaLink Holdings, L.P.'s senior bonds and debentures. The fair value of these liabilities was determined based on quoted market prices.

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in millions):

	Fair Value
Current assets, including cash and cash equivalents of $15	$	174
Property, plant and equipment	5,610
Goodwill	1,731
Other long-term assets	128
Total assets	7,643
Current liabilities, including current portion of long-term debt of $79	866
Subsidiary debt, less current portion	3,772
Deferred income taxes	95
Other long-term liabilities	182
Total liabilities	4,915
Net assets acquired	$	2,728

Goodwill

The excess of the purchase price paid over the estimated fair values of the identifiable assets acquired and liabilities assumed totaled $1.7 billion and is reflected as goodwill in the BHE Transmission reportable segment. The goodwill reflects the value for the opportunities to invest in Alberta's electric transmission infrastructure and to develop solutions to meet the long-term energy needs of Alberta. Goodwill is not amortized, but rather is reviewed annually for impairment or more frequently if indicators of impairment exist. None of the goodwill recognized is deductible for income tax purposes, and no deferred income taxes have been recorded related to the goodwill.

Pro Forma Financial Information

The following unaudited pro forma financial information reflects the consolidated results of operations of BHE, non-recurring transaction costs incurred by both BHE and AltaLink during 2014 and the amortization of the purchase price adjustments each assuming the acquisition had taken place on January 1, 2013 (in millions):

	Three-Month Period
	Ended March 31, 2014
Operating revenue	$	4,383
Net income attributable to BHE shareholders	$	515

The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the consolidated results of operations that would have been achieved or the future consolidated results of operations of BHE. The information is provisional in nature and subject to change based on final purchase accounting adjustments.

XML

Property, Plant and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2015

Property, Plant and Equipment, Net [Abstract]

Property, Plant and Equipment [Table Text Block]

Property, plant and equipment, net consists of the following (in millions):

		As of
	Depreciable	March 31,			December 31,
	Life	2015			2014
Regulated assets:
Utility generation, distribution and transmission system	5-80 years	$	64,477		$	64,645
Interstate pipeline assets	3-80 years	6,722			6,660
		71,199			71,305
Accumulated depreciation and amortization		(21,668		)	(21,447		)
Regulated assets, net		49,531			49,858
Nonregulated assets:
Independent power plants	5-30 years	4,537			4,362
Other assets	3-30 years	738			673
		5,275			5,035
Accumulated depreciation and amortization		(617		)	(839		)
Nonregulated assets, net		4,658			4,196
Net operating assets		54,189			54,054
Construction work-in-progress		4,798			5,194
Property, plant and equipment, net		$	58,987		$	59,248

XML

Commitments and Contingencies

3 Months Ended

Mar. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments Contingencies and Guarantees [Text Block]

(11) Commitments and Contingencies

Legal Matters

The Company is party to a variety of legal actions arising out of the normal course of business. Plaintiffs occasionally seek punitive or exemplary damages. The Company does not believe that such normal and routine litigation will have a material impact on its consolidated financial results. The Company is also involved in other kinds of legal actions, some of which assert or may assert claims or seek to impose fines, penalties and other costs in substantial amounts and are described below.

USA Power

In October 2005, prior to BHE's ownership of PacifiCorp, PacifiCorp was added as a defendant to a lawsuit originally filed in February 2005 in the Third District Court of Salt Lake County, Utah ("Third District Court") by USA Power, LLC, USA Power Partners, LLC and Spring Canyon Energy, LLC (collectively, the "Plaintiff"). The Plaintiff's complaint alleged that PacifiCorp misappropriated confidential proprietary information in violation of Utah's Uniform Trade Secrets Act and accused PacifiCorp of breach of contract and related claims in regard to the Plaintiff's 2002 and 2003 proposals to build a natural gas-fueled generating facility in Juab County, Utah. In October 2007, the Third District Court granted PacifiCorp's motion for summary judgment on all counts and dismissed the Plaintiff's claims in their entirety. In a May 2010 ruling on the Plaintiff's petition for reconsideration, the Utah Supreme Court reversed summary judgment and remanded the case back to the Third District Court for further consideration. In May 2012, a jury awarded damages to the Plaintiff for breach of contract and misappropriation of a trade secret in the amounts of $18 million for actual damages and $113 million for unjust enrichment. In May 2012, the Plaintiff filed a motion seeking exemplary damages. Under the Utah Uniform Trade Secrets law, the judge may award exemplary damages in an additional amount not to exceed twice the original award. The Plaintiff also filed a motion to seek recovery of attorneys' fees in an amount equal to 40% of all amounts ultimately awarded in the case. In October 2012, PacifiCorp filed post-trial motions for a judgment notwithstanding the verdict and a new trial. As a result of a hearing in December 2012, the trial judge denied PacifiCorp's post-trial motions with the exception of reducing the aggregate amount of damages to $113 million. In January 2013, the Plaintiff filed a motion for prejudgment interest. An initial judgment was entered in April 2013 in which the trial judge denied the Plaintiff's motions for exemplary damages and prejudgment interest and ruled that PacifiCorp must pay the Plaintiff's attorneys' fees based on applying a reasonable rate to hours worked. In May 2013, a final judgment was entered against PacifiCorp in the amount of $115 million, which includes the $113 million of aggregate damages previously awarded and amounts awarded for the Plaintiff's attorneys' fees. The final judgment also ordered that postjudgment interest accrue beginning as of the date of the April 2013 initial judgment. In May 2013, PacifiCorp posted a surety bond issued by a subsidiary of Berkshire Hathaway to secure its estimated obligation. PacifiCorp strongly disagrees with the jury's verdict and is vigorously pursuing all appellate measures. Both PacifiCorp and the Plaintiff filed appeals with the Utah Supreme Court. Briefing before the Utah Supreme Court is complete and oral arguments will most likely be held in 2015. As of March 31, 2015, PacifiCorp had accrued $120 million for the final judgment and postjudgment interest, and believes the likelihood of any additional material loss is remote; however, any additional awards against PacifiCorp could also have a material effect on the consolidated financial results. Any payment of damages will be at the end of the appeals process, which could take as long as several years.

Commitments

The Solar Star Projects, which are a combined 579-MW solar project in California, are in construction and are expected to be placed in-service by June 30, 2015. BHE has committed to provide Solar Star Funding, LLC and its subsidiaries with equity to fund the costs of the Solar Star Projects in an amount up to $2.75 billion, less, among other things, the gross proceeds of long-term debt issuances, project revenue prior to completion and the total equity contributions made by BHE or its subsidiaries. As of March 31, 2015, the remaining equity commitment for the Solar Star Projects is $528 million. If BHE does not maintain a minimum credit rating from two of the following three ratings agencies of at least BBB- from Standard & Poor's Ratings Services or Fitch Ratings or Baa3 from Moody's Investors Service, BHE's obligation under the equity commitment agreement would be supported by cash collateral or a letter of credit issued by a financial institution that meets certain minimum criteria specified in the financing document. Upon reaching the project completion date of the Solar Star Projects, BHE will have no further obligation to make any equity contributions and any unused equity contribution obligation will be canceled under the equity commitment agreement.

In March 2015, the equity commitment for the Topaz Project was canceled as the project reached the project completion date.

Environmental Laws and Regulations

The Company is subject to federal, state, local and foreign laws and regulations regarding air and water quality, renewable portfolio standards, emissions performance standards, climate change, coal combustion byproduct disposal, hazardous and solid waste disposal, protected species and other environmental matters that have the potential to impact the Company's current and future operations. The Company believes it is in material compliance with all applicable laws and regulations.

Guarantees

The Company has entered into guarantees as part of the normal course of business and the sale of certain assets. These guarantees are not expected to have a material impact on the Company's consolidated financial results.

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Income Taxes

3 Months Ended

Mar. 31, 2015

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

(7) Income Taxes

A reconciliation of the federal statutory income tax rate to the effective income tax rate applicable to income before income tax expense is as follows:

	Three-Month Periods
	Ended March 31,
	2015		2014
Federal statutory income tax rate	35	%	35	%
Income tax credits	(11	)	(15	)
State income tax, net of federal income tax benefit	2		1
Income tax effect of foreign income	(4	)	(3	)
Equity income	2		1
Other, net	(2	)	—
Effective income tax rate	22	%	19	%

Income tax credits relate primarily to production tax credits earned by wind-powered generating facilities owned by MidAmerican Energy, PacifiCorp, Bishop Hill Energy II LLC and Jumbo Road Holdings, LLC. Federal renewable electricity production tax credits are earned as energy from qualifying wind-powered generating facilities is produced and sold and are based on a per-kilowatt hour rate pursuant to the applicable federal income tax law. Wind-powered generating facilities are eligible for the credits for 10 years from the date the qualifying generating facilities are placed in-service.

Berkshire Hathaway includes the Company in its United States federal income tax return. For the three-month periods endedMarch 31,2015 and 2014, the Company did not receive or make any cash payments for income taxes from or to Berkshire Hathaway.

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Investments and Restricted Cash and Investments

3 Months Ended

Mar. 31, 2015

Investments and Restricted Cash and Investments [Abstract]

Investments and Restricted Cash and Investments [Text Block]

(5) Investments and Restricted Cash and Investments

Investments and restricted cash and investments consists of the following (in millions):

	As of
	March 31,		December 31,
	2015		2014
Investments:
BYD Company Limited common stock	$	1,158	$	881
Rabbi trusts	386		386
Other	148		126
Total investments	1,692		1,393
Equity method investments:
Electric Transmission Texas, LLC	536		515
Bridger Coal Company	188		192
Agua Caliente Solar, LLC	83		81
Other	97		80
Total equity method investments	904		868
Restricted cash and investments:
Quad Cities Station nuclear decommissioning trust funds	430		424
Solar Star and Topaz Projects	47		66
Other	167		167
Total restricted cash and investments	644		657
Total investments and restricted cash and investments	$	3,240	$	2,918
Reflected as:
Current assets	$	122	$	115
Noncurrent assets	3,118		2,803
Total investments and restricted cash and investments	$	3,240	$	2,918

Investments

BHE's investment in BYD Company Limited common stock is accounted for as an available-for-sale security with changes in fair value recognized in accumulated other comprehensive income (loss) ("AOCI"). As of March 31, 2015 and December 31, 2014, the fair value of BHE's investment in BYD Company Limited common stock was $1.2 billion and $881 million, respectively, which resulted in a pre-tax unrealized gain of $926 million and $649 million as of March 31, 2015 and December 31, 2014, respectively.

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Recent Financing Transactions

3 Months Ended

Mar. 31, 2015

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

(6) Recent Financing Transactions

Long-Term Debt

In March 2015, Solar Star Funding, LLC issued $325 million of its 3.95% Series B Senior Secured Notes. The principal of the notes amortizes beginning June 2016 with a final maturity in June 2035. The net proceeds were used to fund the repayment or reimbursement of amounts provided by BHE for the costs related to the development, construction and financing of a combined 579-megawatt solar project in California (the "Solar Star Projects").

In March 2015, AltaLink Investments, L.P. issued C$200 million of its 2.244% Series 15-1 Senior Bonds due March 2022. The net proceeds will be used to repay short-term debt, provide equity to ALP and for general corporate purposes.

In April 2015, Northern Powergrid (Yorkshire) plc issued £150 million of its 2.50% Bonds due April 2025. The net proceeds will be used for general corporate purposes.

Credit Facilities

In March 2015, Topaz Solar Farms LLC amended its $345 million letter of credit facility reducing the amount available to $326 million and extending the maturity date to March 2025. As of March 31,2015, Topaz had $316 million of letters of credit issued under this facility.

In March 2015, PacifiCorp obtained $191 million of letters of credit to support variable-rate tax-exempt bond obligations. These letters of credit expire through March 2017 and replace certain letters of credit previously issued under one of the credit facilities. Also, in March 2015, PacifiCorp arranged for the cancellation of $23 million of letters of credit previously issued under one of the credit facilities to support variable-rate tax-exempt bond obligations.

As of March 31, 2015, PacifiCorp had $428 million of fully available letters of credit issued under committed arrangements to support variable-rate tax-exempt bond obligations, of which $56 million were issued under credit facilities.

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Employee Benefit Plans

3 Months Ended

Mar. 31, 2015

Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]

Pension and Other Postretirement Benefits Disclosure [Text Block]

(8) Employee Benefit Plans

Domestic Operations

Net periodic benefit cost for the domestic pension and other postretirement benefit plans included the following components (in millions):

	Three-Month Periods
	Ended March 31,
	2015			2014
Pension:
Service cost	$	8		$	8
Interest cost	30			33
Expected return on plan assets	(42		)	(41		)
Net amortization	13			11
Net periodic benefit cost	$	9		$	11
Other postretirement:
Service cost	$	4		$	3
Interest cost	7			11
Expected return on plan assets	(12		)	(13		)
Net amortization	(3		)	(1		)
Net periodic benefit cost	$	(4	)	$	—

Employer contributions to the domestic pension and other postretirement benefit plans are expected to be $34 million and $1 million, respectively, during 2015. As of March 31, 2015, $3 million and $- million of contributions had been made to the domestic pension and other postretirement benefit plans, respectively.

Foreign Operations

Net periodic benefit cost for the United Kingdom pension plan included the following components (in millions):

	Three-Month Periods
	Ended March 31,
	2015			2014
Service cost	$	6		$	6
Interest cost	20			24
Expected return on plan assets	(29		)	(31		)
Net amortization	16			13
Net periodic benefit cost	$	13		$	12

Employer contributions to the United Kingdom pension plan are expected to be £49 million during 2015. As of March 31, 2015, £13 million, or $20 million, of contributions had been made to the United Kingdom pension plan.

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Business Acquisitions Business Acquisitions - Pro Forma (Details) (AltaLink, LP Transaction [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
AltaLink, LP Transaction [Member]
Business Acquisition [Line Items]
Pro forma operating revenue	$ 4,383
Pro forma net income attributable to BHE shareholders	$ 515

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Commitments and Contingencies - Commitments (Details) (Solar Star Projects [Member], USD $)	Mar. 31, 2015
Solar Star Projects [Member]
ContractualObligationFiscalYearMaturityScheduleTable [Line Items]
Equity funding and contribution agreement, amount committed	$ 2,750,000,000
Equity commitment, outstanding amount	$ 528,000,000

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Segment Information

3 Months Ended

Mar. 31, 2015

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

(13) Segment Information

The Company's reportable segments with foreign operations include Northern Powergrid, whose business is principally in the United Kingdom, BHE Transmission, whose business includes operations in Canada, and BHE Renewables, whose business includes operations in the Philippines. Intersegment eliminations and adjustments, including the allocation of goodwill, have been made. Information related to the Company's reportable segments is shown below (in millions):

	Three-Month Periods
	Ended March 31,
	2015			2014
Operating revenue:
PacifiCorp	$	1,250		$	1,288
MidAmerican Funding	951			1,230
NV Energy	706			638
Northern Powergrid	324			317
BHE Pipeline Group	332			386
BHE Transmission	125			—
BHE Renewables	124			69
HomeServices	448			358
BHE and Other(1)	(39		)	(37		)
Total operating revenue	$	4,221		$	4,249
Depreciation and amortization:
PacifiCorp	$	194		$	183
MidAmerican Funding	100			84
NV Energy	101			92
Northern Powergrid	48			48
BHE Pipeline Group	50			48
BHE Transmission	38			—
BHE Renewables	49			21
HomeServices	6			7
BHE and Other(1)	1			(1		)
Total depreciation and amortization	$	587		$	482
Operating income:
PacifiCorp	$	273		$	292
MidAmerican Funding	107			153
NV Energy	121			107
Northern Powergrid	193			181
BHE Pipeline Group	200			230
BHE Transmission	46			(2		)
BHE Renewables	6			29
HomeServices	(2		)	(12		)
BHE and Other(1)	(14		)	(28		)
Total operating income	930			950
Interest expense	(472		)	(418		)
Capitalized interest	29			29
Allowance for equity funds	31			27
Interest and dividend income	26			9
Other, net	26			7
Total income before income tax expense and equity income	$	570		$	604

	Three-Month Periods
	Ended March 31,
	2015		2014
Interest expense:
PacifiCorp	$	95	$	96
MidAmerican Funding	50		46
NV Energy	63		70
Northern Powergrid	35		38
BHE Pipeline Group	18		19
BHE Transmission	36		—
BHE Renewables	46		41
HomeServices	1		1
BHE and Other(1)	128		107
Total interest expense	$	472	$	418

	As of
	March 31,		December 31,
	2015		2014
Total assets:
PacifiCorp	$	23,368	$	23,466
MidAmerican Funding	15,360		15,368
NV Energy	14,240		14,454
Northern Powergrid	6,939		7,076
BHE Pipeline Group	5,000		4,968
BHE Transmission	7,716		7,992
BHE Renewables	6,451		6,123
HomeServices	1,800		1,629
BHE and Other(1)	1,399		1,228
Total assets	$	82,273	$	82,304

	Three-Month Periods
	Ended March 31,
	2015		2014
Operating revenue by country:
United States	$	3,769	$	3,905
United Kingdom	324		315
Canada	127		4
Philippines and other	1		25
Total operating revenue by country	$	4,221	$	4,249

	Three-Month Periods
	Ended March 31,
	2015		2014
Income (loss) before income tax expense and equity income by country:
United States	$	358	$	447
United Kingdom	164		143
Canada	35		(1		)
Philippines and other	13		15
Total income (loss) before income tax expense and equity income by country	$	570	$	604

(1) The differences between the reportable segment amounts and the consolidated amounts, described as BHE and Other, relate to other corporate entities, corporate functions and intersegment eliminations.

The following table shows the change in the carrying amount of goodwill by reportable segment for the three-month period endedMarch 31, 2015 (in millions):

										BHE
			MidAmerican		NV		Northern			Pipeline			BHE			BHE		Home-
	PacifiCorp		Funding		Energy		Powergrid			Group			Transmission			Renewables		Services		Other		Total
December 31, 2014	$	1,129	$	2,102	$	2,369	$	1,100		$	127		$	1,657		$	95	$	761	$	3	$	9,343
Acquisitions	—		—		—		—			—			31			—		—		—		31
Foreign currency translation	—		—		—		(40		)	—			(142		)	—		—		—		(182		)
Other	—		—		—		—			(6		)	—			—		—		—		(6		)
March 31, 2015	$	1,129	$	2,102	$	2,369	$	1,060		$	121		$	1,546		$	95	$	761	$	3	$	9,186

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Employee Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2015

Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]

Schedule of Defined Benefit Plans Disclosures [Table Text Block]

Foreign Operations

Net periodic benefit cost for the United Kingdom pension plan included the following components (in millions):

	Three-Month Periods
	Ended March 31,
	2015			2014
Service cost	$	6		$	6
Interest cost	20			24
Expected return on plan assets	(29		)	(31		)
Net amortization	16			13
Net periodic benefit cost	$	13		$	12

Domestic Operations

Net periodic benefit cost for the domestic pension and other postretirement benefit plans included the following components (in millions):

	Three-Month Periods
	Ended March 31,
	2015			2014
Pension:
Service cost	$	8		$	8
Interest cost	30			33
Expected return on plan assets	(42		)	(41		)
Net amortization	13			11
Net periodic benefit cost	$	9		$	11
Other postretirement:
Service cost	$	4		$	3
Interest cost	7			11
Expected return on plan assets	(12		)	(13		)
Net amortization	(3		)	(1		)
Net periodic benefit cost	$	(4	)	$	—

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Fair Value Measurements - Debt (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, carrying value	$ 38,351	$ 38,649
Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 44,466	$ 43,863

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Employee Benefit Plans - Employer Contributions (Details) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015 Domestic Pension Plans [Member] USD ($)	Mar. 31, 2015 Domestic Other Postretirement Plans [Member] USD ($)	Mar. 31, 2015 UK Pension Plan [Member] USD ($)	Mar. 31, 2015 UK Pension Plan [Member] GBP (£)
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, expected contributions in current fiscal year	$ 34	$ 1		£ 49
Employer contributions	$ 3		$ 20	£ 13

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Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Net income	$ 473	$ 507
Other comprehensive (loss) income, net of tax:
Unrecognized amounts on retirement benefits, net of tax of $8 and $1	22	7
Foreign currency translation adjustment	(424)	29
Unrealized gains on available-for-sale securities, net of tax of $113 and $116	166	173
Unrealized gains on cash flow hedges, net of tax of $1 and $9	1	13
Total other comprehensive (loss) income, net of tax	(235)	222
Comprehensive income	238	729
Comprehensive income attributable to noncontrolling interests	4	4
Comprehensive income attributable to BHE shareholders	$ 234	$ 725

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New Accounting Pronouncements

3 Months Ended

Mar. 31, 2015

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Accounting Changes [Text Block]

(2)    New Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, which amends FASB Accounting Standards Codification ("ASC") Subtopic 835-30, "Interest - Imputation of Interest." The amendments in this guidance require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability instead of as an asset. This guidance is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. This guidance must be adopted retrospectively, wherein the balance sheet of each period presented should be adjusted to reflect the new guidance. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.

In May 2014, the FASB issued ASU No. 2014-09, which creates FASB ASC Topic 606, "Revenue from Contracts with Customers" and supersedes ASC Topic 605, "Revenue Recognition." The guidance replaces industry-specific guidance and establishes a single five-step model to identify and recognize revenue. The core principle of the guidance is that an entity should recognize revenue upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires the entity to disclose further quantitative and qualitative information regarding the nature and amount of revenues arising from contracts with customers, as well as other information about the significant judgments and estimates used in recognizing revenues from contracts with customers. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016. Early application is not permitted. This guidance may be adopted retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.

In January 2014, the FASB issued ASU No. 2014-05, which amends FASB ASC Topic 853, "Service Concession Arrangements" ("ASC 853"). The amendments in this guidance require an entity to not account for service concession arrangements as a lease and should also not recognize them as property, plant and equipment. This guidance is effective for interim and annual reporting periods beginning after December 15, 2014. The Company adopted this guidance effective January 1, 2015 under a modified retrospective method where the cumulative effect is recognized at the date of initial application. The adoption resulted in the establishment of a financial asset with a related recognition of interest income, the elimination of a portion of previously recognized property, plant and equipment, the elimination of recognizing guaranteed water and energy delivery fees in operating revenue and increases to retained earnings attributable to the Company of $56 million and noncontrolling interests of $11 million.

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Risk Management and Hedging Activities (Tables)

3 Months Ended

Mar. 31, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]

The following table, which reflects master netting arrangements and excludes contracts that have been designated as normal under the normal purchases or normal sales exception afforded by GAAP, summarizes the fair value of the Company's derivative contracts, on a gross basis, and reconciles those amounts to the amounts presented on a net basis on the Consolidated Balance Sheets (in millions):

	Other					Other			Other
	Current		Other			Current			Long-term
	Assets		Assets			Liabilities			Liabilities			Total
As of March 31, 2015
Not designated as hedging contracts:
Commodity assets(1)	$	23	$	73		$	12		$	—		$	108
Commodity liabilities(1)	—		(1		)	(119		)	(173		)	(293		)
Interest rate assets	9		—			—			—			9
Interest rate liabilities	—		—			(4		)	(6		)	(10		)
Total	32		72			(111		)	(179		)	(186		)
Designated as hedging contracts:
Commodity assets	3		—			4			1			8
Commodity liabilities	—		—			(20		)	(19		)	(39		)
Interest rate assets	—		—			—			—			—
Interest rate liabilities	—		—			(4		)	(2		)	(6		)
Total	3		—			(20		)	(20		)	(37		)
Total derivatives	35		72			(131		)	(199		)	(223		)
Cash collateral receivable	—		—			42			51			93
Total derivatives - net basis	$	35	$	72		$	(89	)	$	(148	)	$	(130	)

	Other					Other			Other
	Current			Other		Current			Long-term
	Assets			Assets		Liabilities			Liabilities			Total
As of December 31, 2014
Not designated as hedging contracts:
Commodity assets(1)	$	47		$	66	$	21		$	1		$	135
Commodity liabilities(1)	(11		)	—		(146		)	(134		)	(291		)
Interest rate assets	4			—		—			—			4
Interest rate liabilities	—			—		(2		)	(4		)	(6		)
Total	40			66		(127		)	(137		)	(158		)
Designated as hedging contracts:
Commodity assets	1			—		5			2			8
Commodity liabilities	—			—		(27		)	(17		)	(44		)
Interest rate assets	—			1		—			—			1
Interest rate liabilities	—			—		(4		)	—			(4		)
Total	1			1		(26		)	(15		)	(39		)
Total derivatives	41			67		(153		)	(152		)	(197		)
Cash collateral receivable	—			—		56			19			75
Total derivatives - net basis	$	41		$	67	$	(97	)	$	(133	)	$	(122	)

(1) The Company's commodity derivatives not designated as hedging contracts are generally included in regulated rates, and as of March 31, 2015 and December 31, 2014, a net regulatory asset of $255 million and $223 million, respectively, was recorded related to the net derivative liability of $185 million and $156 million, respectively.

Schedule of Regulatory Assets (Liabilities), Net, Unrealized Loss (Gain), Net, on Derivative Contracts [Table Text Block]

The following table reconciles the beginning and ending balances of the Company's net regulatory assets and summarizes the pre-tax gains and losses on commodity derivative contracts recognized in net regulatory assets, as well as amounts reclassified to earnings (in millions):

	Three-Month Periods
	Ended March 31,
	2015			2014
Beginning balance	$	223		$	182
Changes in fair value recognized in net regulatory assets	60			4
Net gains (losses) reclassified to operating revenue	9			(30		)
Net (losses) gains reclassified to cost of sales	(37		)	3
Ending balance	$	255		$	159

Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The following table reconciles the beginning and ending balances of the Company's accumulated other comprehensive (income) loss (pre-tax) and summarizes pre-tax gains and losses on commodity derivative contracts designated and qualifying as cash flow hedges recognized in other comprehensive income ("OCI"), as well as amounts reclassified to earnings (in millions):

	Three-Month Periods
	Ended March 31,
	2015			2014
Beginning balance	$	32		$	12
Changes in fair value recognized in OCI	(8		)	(59		)
Net gains reclassified to operating revenue	1			—
Net gains reclassified to cost of sales	2			35
Ending balance	$	27		$	(12	)

Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block]

The following table summarizes the net notional amounts of outstanding derivative contracts with fixed price terms that comprise the mark-to-market values as of (in millions):

	Unit of	March 31,		December 31,
	Measure	2015		2014
Electricity purchases	Megawatt hours	9		6
Natural gas purchases	Decatherms	352		308
Fuel purchases	Gallons	10		2
Interest rate swaps	US$	443		443
Mortgage sale commitments, net	US$	(341	)	(264	)

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Recent Financing Transactions Recent Financings - Credit Facilities (Details) (Letter of Credit [Member], USD $) In Millions, unless otherwise specified	1 Months Ended
	Mar. 31, 2015
Topaz [Member] | Letter of credit and reimbursement facility, Topaz [Member]
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 326
Line of credit facility, borrowing capacity replaced	345
Letters of credit outstanding, amount	316
PacifiCorp [Member]
Line of Credit Facility [Line Items]
Letters of credit outstanding, amount	428
Line of credit facility, amounts supported	56
PacifiCorp [Member] | Letters of credit supporting tax-exempt bond obligations [Member]
Line of Credit Facility [Line Items]
Letters of credit issued during the period	(191)
PacifiCorp [Member] | Letters of credit supported by credit facility [Member] | Letters of credit supporting tax-exempt bond obligations [Member]
Line of Credit Facility [Line Items]
Letters of credit issued during the period	$ 23

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Components of Accumulated Other Comprehensive Loss, Net

3 Months Ended

Mar. 31, 2015

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Components of Accumulated Other Comprehensive Loss, Net [Text Block]

(12) Components of Other Comprehensive Income (Loss), Net

The following table shows the change in AOCI attributable to BHE shareholders by each component of OCI, net of applicable income taxes (in millions):

							Unrealized
	Unrecognized			Foreign			Gains on		Unrealized		AOCI
	Amounts on			Currency			Available-		Gains on		Attributable
	Retirement			Translation			For-Sale		Cash Flow		To BHE
	Benefits			Adjustment			Securities		Hedges		Shareholders, Net
Balance, December 31, 2013	$	(559	)	$	(98	)	$	524	$	36	$	(97	)
Other comprehensive income	7			29			173		13		222
Balance, March 31, 2014	$	(552	)	$	(69	)	$	697	$	49	$	125
Balance, December 31, 2014	$	(490	)	$	(412	)	$	390	$	18	$	(494	)
Other comprehensive income (loss)	22			(424		)	166		1		(235		)
Balance, March 31, 2015	$	(468	)	$	(836	)	$	556	$	19	$	(729	)

Reclassifications from AOCI to net income for the periods ended March 31, 2015 and 2014 were insignificant. For information regarding cash flow hedge reclassifications from AOCI to net income in their entirety, refer to Note 9. Additionally, refer to the "Foreign Operations" discussion in Note 8 for information about unrecognized amounts on retirement benefits reclassifications from AOCI that do not impact net income in their entirety.