S-4

As filed with the Securities and Exchange Commission on January 13, 2014

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MidAmerican Energy Holdings Company

(Exact name of registrant as specified in its charter)

Iowa	4900	94-2213782
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

666 Grand Avenue, Suite 500

Des Moines, Iowa 50309-2580

(515) 242-4300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Douglas L. Anderson

Executive Vice President and General Counsel

MidAmerican Energy Holdings Company

1111 South 103^rd Street

Omaha, Nebraska 68124

(402) 231-1642

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Peter J. Hanlon

J. Alan Bannister

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166-0193

(212) 351-4000 

Approximate date of commencement of proposed sale to the public: As soon as practicable following the effective date of this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

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	¨	Accelerated filer	¨
Non-accelerated filer	x  (do not check if a smaller reporting company)	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Unit (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
1.100% Senior Notes due 2017	$400,000,000	100.000%	$400,000,000	$51,520
2.000% Senior Notes due 2018	$350,000,000	100.000%	$350,000,000	$45,080
3.750% Senior Notes due 2023	$500,000,000	100.000%	$500,000,000	$64,400
5.150% Senior Notes due 2043	$750,000,000	100.000%	$750,000,000	$96,600

(1) Exclusive of accrued interest, if any, and estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933, as amended.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The information in this prospectus is not complete and may be changed. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated January 13, 2014

PROSPECTUS

Offer to Exchange

Up to $400,000,000 in aggregate principal amount of

1.100% Senior Notes due 2017 that have been registered under the Securities Act of 1933

for all outstanding unregistered 1.100% Senior Notes due 2017

Up to $350,000,000 in aggregate principal amount of

2.000% Senior Notes due 2018 that have been registered under the Securities Act of 1933

for all outstanding unregistered 2.000% Senior Notes due 2018

Up to $500,000,000 in aggregate principal amount of

3.750% Senior Notes due 2023 that have been registered under the Securities Act of 1933

for all outstanding unregistered 3.750% Senior Notes due 2023

Up to $750,000,000 in aggregate principal amount of

5.150% Senior Notes due 2043 that have been registered under the Securities Act of 1933

for all outstanding unregistered 5.150% Senior Notes due 2043

• We are offering to exchange (i) new 1.100% Senior Notes due May 15, 2017 (the “2017 Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”) for all of our outstanding unregistered 1.100% Senior Notes due May 15, 2017 (CUSIP Nos. 59562V AZ0 and U59354 AK3) (the “2017 Initial Notes”); (ii) new 2.000% Senior Notes due November 15, 2018 (the “2018 Exchange Notes”) that have been registered under the Securities Act for all of our outstanding unregistered 2.000% Senior Notes due November 15, 2018 (CUSIP Nos. 59562V BA4 and U59354 AL1) (the “2018 Initial Notes”); (iii) new 3.750% Senior Notes due November 15, 2023 (the “2023 Exchange Notes”) that have been registered under the Securities Act for all of our outstanding unregistered 3.750% Senior Notes due November 15, 2023 (CUSIP Nos. 59562V BB2 and U59354 AM9) (the “2023 Initial Notes”); and (iv) new 5.150% Senior Notes due November 15, 2043 (the “2043 Exchange Notes”) that have been registered under the Securities Act for all of our outstanding unregistered 5.150% Senior Notes due November 15, 2043 (CUSIP Nos. 59562V BC0 and U59354 AN7) (the “2043 Initial Notes”).

• The term “Exchange Notes” refers collectively to the 2017 Exchange Notes, the 2018 Exchange Notes, the 2023 Exchange Notes and the 2043 Exchange Notes. The term “Initial Notes” refers collectively to the 2017 Initial Notes, the 2018 Initial Notes, the 2023 Initial Notes and the 2043 Initial Notes. The term “Notes” refers to both the Initial Notes and the Exchange Notes. We refer to the offer to exchange the Exchange Notes for the Initial Notes as the “Exchange Offer” in this prospectus.

• Interest on each series of Exchange Notes will be payable semi-annually in arrears on each May 15 and November 15, commencing May 15, 2014.

• The Exchange Offer expires at 5:00 p.m., New York City time, on                     , 2014, unless extended.

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

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

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

• The exchange of Initial Notes for Exchange Notes will not be a taxable exchange for U.S. federal income tax purposes.

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

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

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

See “Risk Factors” beginning on page 9 for a discussion of matters you should consider before you participate in the Exchange Offer.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2014

TABLE OF CONTENTS

	Page
SUMMARY		1
RISK FACTORS		9
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS		24
USE OF PROCEEDS		26
THE EXCHANGE OFFER		27
SELECTED HISTORICAL FINANCIAL AND OPERATING DATA		37
DESCRIPTION OF THE NOTES		39
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS		55
CERTAIN ERISA CONSIDERATIONS		56
PLAN OF DISTRIBUTION		58
LEGAL MATTERS		59
EXPERTS		59
WHERE YOU CAN FIND MORE INFORMATION		59
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		60

In this prospectus, unless otherwise indicated or the context otherwise requires, references to “MEHC,” “we,” “us” and “our” refer to MidAmerican Energy Holdings Company, an Iowa corporation.

This prospectus incorporates important business and financial information about us that is not included or delivered with this prospectus. We will provide this information to you at no charge upon written or oral request directed to Vice President and Treasurer, MidAmerican Energy Holdings Company, 666 Grand Avenue, Suite 500, Des Moines, Iowa 50309-2580, telephone number (515) 242-4300. In order to ensure timely delivery of the information, any request should be made by                     , 2014.

No dealer, salesperson or other individual has been authorized to give any information or to make any representations not contained in this prospectus in connection with the Exchange Offer. If given or made, such information or representations must not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implications that there has not been any change in the facts set forth in this prospectus or in our affairs since the date hereof.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of the Exchange Notes received in exchange for Initial Notes where such Initial Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 120 days after the expiration of the Exchange Offer, we will make this prospectus available to any broker-dealer for use in connection with any such resales. See “Plan of Distribution.”

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NOTICE TO NEW HAMPSHIRE RESIDENTS

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

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SUMMARY

This section contains a general summary of certain of the information contained in this prospectus. It does not include all of the information that may be important to you. You should read this entire prospectus, including the “Risk Factors” section and the documents incorporated by reference herein, including our Annual Report on Form 10-K for the year ended December 31, 2012 and our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2013, June 30, 2013 and September 30, 2013 and the consolidated financial statements and notes to those statements contained in those reports, before making an investment decision. See “Where You Can Find More Information.”

MidAmerican Energy Holdings Company

Overview of Our Business

We are a holding company that owns subsidiaries principally engaged in energy businesses (collectively with our subsidiaries, the “Company”) and a consolidated subsidiary of Berkshire Hathaway Inc. (“Berkshire Hathaway”). The balance of our common stock is owned by Mr. Walter Scott, Jr., a member of our Board of Directors (along with family members and related entities), and Mr. Gregory E. Abel, our Chairman, President and Chief Executive Officer. As of December 31, 2013, Berkshire Hathaway, Mr. Scott (along with family members and related entities) and Mr. Abel owned 89.8%, 9.2% and 1.0%, respectively, of our voting common stock.

The Company, through its operating platforms, owns an electric utility company in the Western United States, an electric and natural gas utility company in the Midwestern United States, two interstate natural gas pipeline companies in the United States, two electricity distribution companies in Great Britain, a 50% interest in electric transmission businesses, a diversified portfolio of independent power projects and, through HomeServices of America, Inc. (“HomeServices”), the second-largest residential real estate brokerage firm in the United States and the second-largest residential real estate brokerage franchise network in the United States. In addition, on December 19, 2013, we completed the NV Energy Transaction (as defined below) and thereby acquired one electric utility company and one electric and natural gas utility company, each located in the state of Nevada. See “—Recent Development” below.

As of September 30, 2013, prior to the completion of the NV Energy Transaction, we had total consolidated assets of $56 billion, of which 87% were the assets of our rate-regulated businesses. During 2012, 93% of our consolidated operating income was generated from investment grade rate-regulated businesses.

Recent Development

On May 29, 2013, we entered into a definitive acquisition agreement to acquire NV Energy, Inc. (“NV Energy”) (the “NV Energy Transaction”), and on December 19, 2013, we closed the NV Energy Transaction. Following the completion of the NV Energy Transaction, NV Energy became our indirect wholly-owned subsidiary. NV Energy is a holding company whose two public utility subsidiaries, Nevada Power Company and Sierra Pacific Power Company, collectively serve approximately 1.2 million electric and 0.2 million natural gas customers in Nevada in their nearly 46,000-square-mile service territory. In its Annual Report on Form 10-K for the year ended December 31, 2012, NV Energy reported $12 billion of assets and almost 6,000 megawatts of owned generating capacity. For the year ended December 31, 2012, NV Energy reported $3 billion of revenue, $785 million of operating income and $322 million of net income.

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With the completion of the NV Energy Transaction, our operations are organized and managed as ten distinct platforms. The following is a chart of our operating platforms, together with a brief description of their respective principal lines of business:

Other Information

For additional reportable segment information regarding our platforms for periods prior to the completion of the NV Energy Transaction, refer to Note 22 of Notes to Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012 and Note 14 of Notes to Consolidated Financial Statements in Item 1 of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013. Northern Natural Gas Company (“Northern Natural Gas”) and Kern River Gas Transmission Company (“Kern River” and, together with Northern Natural Gas, the “Pipeline Companies”) have been aggregated in the reportable segment called MidAmerican Energy Pipeline Group, MidAmerican Renewables, LLC and CalEnergy Philippines have been aggregated in the reportable segment called MidAmerican Renewables and MidAmerican Transmission, LLC has been included in MEHC and Other therein.

Our principal executive offices are located at 666 Grand Avenue, Suite 500, Des Moines, Iowa 50309-2580 and our telephone number at that address is (515) 242-4300. Our website is located at http://www.midamerican.com. Information contained on, or connected to, our website does not and will not constitute part of this prospectus.

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THE EXCHANGE OFFER

On November 8, 2013, we privately placed $2,000,000,000 aggregate principal amount of Initial Notes in a transaction exempt from registration under the Securities Act. In connection with the private placement, we entered into a registration rights agreement, dated as of November 8, 2013, with the initial purchasers of the Initial Notes. In the registration rights agreement, we agreed to offer the Exchange Notes, which will be registered under the Securities Act, in exchange for the Initial Notes. The Exchange Offer described in this prospectus is intended to satisfy our obligations under the registration rights agreement. We also agreed to deliver this prospectus to the holders of the Initial Notes. You should read the discussion under the headings “Summary—Terms of the Notes” and “Description of the Notes” for information regarding the notes.

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

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

• are not, and do not intend to become, engaged in a distribution of the Exchange Notes;

• are not an “affiliate” (within the meaning of the Securities Act) of ours;

• are not a broker-dealer (within the meaning of the Securities Act) that acquired the Initial Notes from us or our affiliates; and

• are not a broker-dealer (within the meaning of the Securities Act) that acquired the Initial Notes in a transaction as part of its market-making or other trading activities.

If you do not meet these requirements, your resale of Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act.

Our belief is based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties. The staff of the SEC has not considered this Exchange Offer in the context of a no-action letter, and we cannot assure you that the staff of the SEC would make a similar determination with respect to this Exchange Offer.

If our belief is not accurate and you transfer an Exchange Note without delivering a prospectus meeting the requirements of the federal securities laws or without an exemption from these laws, you may incur liability under the federal securities laws. We do not and will not assume, or indemnify you against, this liability.

See “The Exchange Offer—Terms of the Exchange.”

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Registration Rights Agreement We have agreed to file an exchange offer registration statement or, under certain circumstances, a shelf registration statement pursuant to a registration rights agreement with respect to the Notes.

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

Expiration Date The Exchange Offer will expire at 5:00 p.m., New York City time, on                     , 2014, unless we extend it.

Exchange Date The Initial Notes will be accepted for exchange at the time when all conditions of the Exchange Offer are satisfied or waived. The Exchange Notes will be delivered promptly after we accept the Initial Notes.

Conditions to the Exchange Our obligation to complete the Exchange Offer is subject to certain conditions. See “The Exchange Offer—Conditions to the Exchange Offer.” We reserve the right to terminate or amend the Exchange Offer at any time prior to its expiration on the expiration date.

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

Procedures for Tendering Initial Notes See “The Exchange Offer—How to Tender.”

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

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

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

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

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

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

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

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TERMS OF THE NOTES

A brief description of the material terms of the Notes follows. For a more complete description, see “Description of the Notes.”

General $400,000,000 aggregate principal amount of 1.100% Senior Notes due 2017.

$350,000,000 aggregate principal amount of 2.000% Senior Notes due 2018.

$500,000,000 aggregate principal amount of 3.750% Senior Notes due 2023.

$750,000,000 aggregate principal amount of 5.150% Senior Notes due 2043.

The Initial Notes were, and the Exchange Notes will be, issued under a ninth supplement to the indenture, dated as of October 4, 2002, as amended to date, between us and The Bank of New York Mellon Trust Company, N.A., as trustee. On October 4, 2002, we issued $200,000,000 of our 4.625% Senior Notes due 2007 (which we refer to as the series A notes) and $500,000,000 of our 5.875% Senior Notes due 2012 (which we refer to as the series B notes); on May 16, 2003, we issued $450,000,000 of our 3.50% Senior Notes due 2008 (which we refer to as the series C notes); on February 12, 2004, we issued $250,000,000 of our 5.00% Senior Notes due 2014 (which we refer to as the series D notes); on March 24, 2006, we issued $1,700,000,000 of our 6.125% Senior Bonds due 2036 (which we refer to as the series E bonds); on May 11, 2007, we issued $550,000,000 of our 5.95% Senior Bonds due 2037 (which we refer to as the series F bonds); on August 28, 2007, we issued $1,000,000,000 of our 6.50% Senior Bonds due 2037 (which we refer to as the series G bonds); on March 28, 2008, we issued $650,000,000 of our Senior Notes due 2018 (which we refer to as the series H notes), and on July 7, 2009, we issued $250,000,000 of our 3.150% Senior Notes due 2012 (which we refer to as the series I notes), in each case pursuant to the indenture. The series A notes, the series B notes, the series C notes and the series I notes have been repaid in full. Unless otherwise indicated, references to the securities in this prospectus include the series D notes, the series E bonds, the series F bonds, the series G bonds, the series H notes and the Notes (and any other series of notes, bonds or other securities hereafter issued under a supplemental indenture or otherwise pursuant to the indenture).

Maturity Dates The 2017 Notes will mature on May 15, 2017.

The 2018 Notes will mature on November 15, 2018.

The 2023 Notes will mature on November 15, 2023.

The 2043 Notes will mature on November 15, 2043.

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Interest Rates The 2017 Notes will bear interest from November 8, 2013 at the rate of 1.100% per year.

The 2018 Notes will bear interest from November 8, 2013 at the rate of 2.000% per year.

The 2023 Notes will bear interest from November 8, 2013 at the rate of 3.750% per year.

The 2043 Notes will bear interest from November 8, 2013 at the rate of 5.150% per year.

Interest Payment Dates Interest will be payable on each outstanding series of the Notes on May 15 and November 15 of each year, beginning on May 15, 2014.

Optional Redemption Each series of the Notes will be redeemable prior to maturity, in whole or in part, at our option, at any time or from time to time prior to May 15, 2017 (in the case of the 2017 Notes), October 15, 2018 (in the case of the 2018 Notes), August 15, 2023 (in the case of the 2023 Notes) or May 15, 2043 (in the case of the 2043 Notes) at a redemption price equal to the greater of (1) 100% of the aggregate principal amount of the Notes of such series to be redeemed and (2) a “make-whole” amount described under “Description of the Notes—Optional Redemption” in this prospectus plus any accrued and unpaid interest on the Notes of such series to be redeemed to, but not including, the redemption date.

On or after October 15, 2018 (in the case of the 2018 Notes), August 15, 2023 (in the case of the 2023 Notes) or May 15, 2043 (in the case of the 2043 Notes), we may redeem all or any part of the Notes of the applicable series, at any time or from time to time, at a redemption price equal to 100% of the principal amount of Notes of such series to be redeemed, plus any accrued and unpaid interest to, but not including, the redemption date. See “Description of the Notes—Optional Redemption.”

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

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

Change of Control Upon the occurrence of a Change of Control, each holder of the Notes will have the right, at the holder’s option, to require us to repurchase all or any part of the holder’s Notes at a purchase price in cash equal

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to 101% of the principal thereof, plus any accrued and unpaid interest, if any, to the date of such purchase in accordance with the procedures set forth in the indenture. See “Description of the Notes—Covenants—Purchase of Securities Upon a Change of Control.”

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

Events of Default The indenture contains events of default that are described below under “Description of the Notes—Events of Default.”

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

Governing Law The Notes, the indenture and the other documents for the offering of the Notes will be governed by the laws of the State of New York.

Risk Factors

This investment involves risks. Before you invest in the Notes, you should carefully consider the matters set forth under the heading “Risk Factors” on the next page and all other information in this prospectus.

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RISK FACTORS

An investment in the Notes is subject to numerous risks, including, but not limited to, those described below. Careful consideration of these risks, together with all of the other information contained elsewhere in this prospectus and the documents incorporated by reference herein, should be made before making an investment decision. Additional risks and uncertainties not presently known or which we currently deem immaterial may also impair our business operations and our ability to service the Notes.

Our Corporate and Financial Structure Risks

We are a holding company and depend on distributions from subsidiaries, including joint ventures, to meet our obligations.

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

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

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

• regulatory restrictions that limit the ability of our regulated utility subsidiaries to distribute profits.

We are substantially leveraged, the terms of the Notes and our existing senior debt do not (and the terms of any future subordinated debt are not expected to) restrict the incurrence of additional debt by us or our subsidiaries, and our senior debt, including the Notes, will be structurally subordinated to the debt of our subsidiaries, each of which could adversely affect our consolidated financial results and our ability to service the Notes.

A significant portion of our capital structure is comprised of debt, and we expect to incur additional debt in the future to fund items such as, among others, acquisitions, capital investments and the development and construction of new or expanded facilities at our subsidiaries. As of September 30, 2013, we had the following outstanding obligations:

• senior unsecured debt of $4.621 billion;

• commitments to provide equity contributions in support of the construction of certain solar projects totaling $3.0 billion; and

• guarantees and letters of credit in respect of subsidiary and equity method investments aggregating $229 million.

The amounts above do not include the $2.0 billion of Initial Notes issued on November 8, 2013 or our $2.594 billion of junior subordinated debentures issued on December 19, 2013.

Our consolidated subsidiaries also have significant amounts of outstanding debt, which totaled $18.171 billion as of September 30, 2013. These amounts exclude (a) trade debt, (b) preferred stock obligations, (c) letters of credit in respect of subsidiary debt, and (d) our share of the outstanding debt of our own or our subsidiaries’ equity method investments. In addition, upon completion of the NV Energy Transaction on December 19, 2013, we acquired subsidiaries that had outstanding debt of $4.921 billion as of September 30, 2013.

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Given our substantial leverage, we may not have sufficient cash to service our debt, including the Notes, which could limit our ability to finance future acquisitions, develop and construct additional projects, or operate successfully under difficult conditions, including those brought on by adverse national and global economies, unfavorable financial markets or growth conditions where our capital needs may exceed our ability to fund them. Our leverage could also impair our credit quality or the credit quality of our subsidiaries, making it more difficult to finance operations or issue future debt on favorable terms, and could result in a downgrade in debt ratings, including those of the Notes, by credit rating agencies.

The terms of the Notes and our other senior debt do not limit our ability or the ability of our subsidiaries to incur additional debt or issue preferred stock. Accordingly, we or our subsidiaries could enter into acquisitions, new financings, refinancings, recapitalizations, capital leases or other highly leveraged transactions that could significantly increase our or our subsidiaries’ total amount of outstanding debt. The interest payments needed to service this increased level of debt could adversely affect our consolidated financial results and our ability to service the Notes. Many of our subsidiaries’ debt agreements contain covenants, or may in the future contain covenants, that restrict or limit, among other things, such subsidiaries’ ability to create liens, sell assets, make certain distributions, incur additional debt or miss contractual deadlines or requirements, and our ability to comply with these covenants may be affected by events beyond our control. Further, if an event of default accelerates a repayment obligation and such acceleration results in an event of default under some or all of our other debt or the indenture for the Notes, we may not have sufficient funds to repay all of the accelerated debt and the Notes simultaneously, and the other risks described under “Our Corporate and Financial Structure Risks” may be magnified as well.

Because we are a holding company, the claims of our senior and, if any, our subordinated debt holders are structurally subordinated with respect to the assets and earnings of our subsidiaries. Therefore, your rights and the rights of our other creditors to participate in the assets of any subsidiary in the event of a liquidation or reorganization are subject to the prior claims of the subsidiary’s creditors and preferred shareholders, if any. In addition, pursuant to separate financing agreements, substantially all of PacifiCorp’s electric utility properties and MidAmerican Energy Company’s electric utility properties in the state of Iowa, the equity interest of MidAmerican Funding, LLC’s subsidiary, substantially all of Nevada Power Company’s and Sierra Pacific Power Company’s properties in Nevada, the long-term customer contracts of Kern River and substantially all of the assets of subsidiaries of MidAmerican Renewables, LLC that are direct or indirect owners of generation projects, is directly or indirectly pledged to secure their financings and, therefore, may be unavailable as potential sources of repayment of the Notes and our other senior debt.

A downgrade in our credit ratings or the credit ratings of our subsidiaries could negatively affect our or our subsidiaries’ access to capital, increase the cost of borrowing or raise energy transaction credit support requirements.

Our senior unsecured debt is rated by various rating agencies. We cannot assure that our senior unsecured debt rating will not be reduced in the future. Although none of our outstanding debt has rating-downgrade triggers that would accelerate a repayment obligation, a credit rating downgrade would increase our borrowing costs and commitment fees on our revolving credit agreements and other financing arrangements, perhaps significantly, and would cause our obligations under commitments to provide equity contributions in support of the construction of solar projects by certain of our indirect subsidiaries to be supported by cash collateral or letters of credit. In addition, we would likely be required to pay a higher interest rate in future financings, and the potential pool of investors and funding sources would likely decrease. Further, access to the commercial paper market, our principal source of short-term borrowings, could be significantly limited, resulting in higher interest costs.

Similarly, any downgrade or other event negatively affecting the credit ratings of our subsidiaries could make their costs of borrowing higher or access to funding sources more limited, which in turn could cause us to provide liquidity in the form of capital contributions or loans to such subsidiaries, thus reducing our and our subsidiaries’ liquidity and borrowing capacity.

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Most of our subsidiaries’ large wholesale customers, suppliers and counterparties require our subsidiaries to have sufficient creditworthiness in order to enter into transactions, particularly in the wholesale energy markets. If the credit ratings of our subsidiaries were to decline, especially below investment grade, financing costs and borrowings would likely increase because certain counterparties may require collateral in the form of cash, a letter of credit or some other form of security for existing transactions and as a condition to entering into future transactions with our subsidiaries. Such amounts may be material and may adversely affect our subsidiaries’ liquidity and cash flows.

Our majority shareholder, Berkshire Hathaway, could exercise control over us in a manner that would benefit Berkshire Hathaway to the detriment of our creditors.

Berkshire Hathaway is our majority owner and has control over all decisions requiring shareholder approval. In circumstances involving a conflict of interest between Berkshire Hathaway and our creditors, Berkshire Hathaway could exercise its control in a manner that would benefit Berkshire Hathaway to the detriment of our creditors.

Our Business Risks

Much of our growth has been achieved through acquisitions and additional acquisitions, including the NV Energy Transaction, may not be successful.

Much of our growth has been achieved through acquisitions. Future acquisitions may range from buying individual assets to the purchase of entire businesses. On December 19, 2013, we completed the NV Energy Transaction, and we will continue to investigate and pursue opportunities for future acquisitions that we believe, but cannot assure you, may increase shareholder value and expand or complement existing businesses. We may participate in bidding or other negotiations at any time for such acquisition opportunities which may or may not be successful.

Completion of any acquisition entails numerous risks, including, among others, the:

• failure to complete the transaction for various reasons, such as the inability to obtain the required regulatory approvals, materially adverse developments in the potential acquiree’s business or financial condition or successful intervening offers by third parties;

• failure of the combined business to realize the expected benefits or to meet regulatory commitments; and

• need for substantial additional capital and financial investments.

An acquisition could cause an interruption of, or a loss of momentum in, the activities of one or more of our businesses. The diversion of management’s attention and any delays or difficulties encountered in connection with the approval and integration of the acquired operations could adversely affect our combined businesses and financial results and could impair our ability to realize the anticipated benefits of the acquisition.

We cannot assure you that future acquisitions, if any, or any integration efforts, including those related to the NV Energy Transaction, will be successful, or that our ability to repay our obligations, including the Notes, will not be adversely affected by any future acquisitions.

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We and our businesses are subject to extensive federal, state, local and foreign legislation and regulation, including numerous environmental, health, safety, reliability and other laws and regulations that affect us and our businesses’ operations and costs. These laws and regulations are complex, dynamic and subject to new interpretations or change. In addition, new laws and regulations are continually being proposed and enacted that impose new or revised requirements or standards on us and our businesses.

We and our businesses are required to comply with numerous federal, state, local and foreign laws and regulations that have broad application to us and our subsidiaries and limit our ability to independently make and implement management decisions regarding, among other items, acquiring businesses; constructing, acquiring or disposing of operating assets; operating and maintaining generating facilities and transmission and distribution system assets; complying with pipeline safety and integrity and environmental requirements; setting rates charged to customers; establishing capital structures and issuing debt or equity securities; transacting between subsidiaries and affiliates; and paying dividends or similar distributions. These laws and regulations are implemented and enforced by federal, state and local regulatory agencies, such as, among others, the Occupational Safety and Health Administration, the Federal Energy Regulatory Commission (“FERC”), the Environmental Protection Agency, the Department of Transportation, the Nuclear Regulatory Commission (“NRC”) and various state regulatory commissions and agencies in the United States, and foreign regulatory agencies, such as the Gas and Electricity Markets Authority (“GEMA”), which discharges certain of its powers through its staff within Ofgem, in Great Britain.

Compliance with applicable laws and regulations generally requires our subsidiaries to obtain and comply with a wide variety of licenses, permits, inspections, audits and other approvals. Further, compliance with laws and regulations can require significant capital and operating expenditures, including expenditures for new equipment, inspection, cleanup costs, removal and remediation costs, damages arising out of contaminated properties and refunds, fines, penalties and injunctive measures affecting operating assets for failure to comply with environmental regulations. Compliance activities pursuant to existing or new laws and regulations could be prohibitively expensive or otherwise uneconomical. As a result, we could be required to shut down some facilities or materially alter their operations. Further, our subsidiaries may not be able to obtain or maintain all required environmental or other regulatory approvals and permits for their operating assets or development projects. Delays in, or active opposition by third parties to, obtaining any required environmental or regulatory authorizations or failure to comply with the terms and conditions of the authorizations may increase costs or prevent or delay our subsidiaries from operating their facilities, developing or favorably locating new facilities or expanding existing facilities. If our subsidiaries fail to comply with any environmental or other regulatory requirements, they may be subject to penalties and fines or other sanctions, including changes to the way our electricity generating facilities are operated that may adversely impact generation or how the Pipeline Companies are permitted to operate their systems that may adversely impact throughput. The costs of complying with laws and regulations could adversely affect our consolidated financial results and our ability to service the Notes. Not being able to operate existing facilities or develop new generating facilities to meet customer electricity needs could require our subsidiaries to increase their purchases of electricity on the wholesale market, which could increase market and price risks and adversely affect our consolidated financial results and our ability to service the Notes.

Existing laws and regulations, while comprehensive, are subject to changes and revisions from ongoing policy initiatives by legislators and regulators and to interpretations that may ultimately be resolved by the courts. For example, changes in laws and regulations could result in, but are not limited to, increased competition within our subsidiaries’ service territories; new environmental requirements, including the implementation of renewable portfolio standards and greenhouse gas emission reduction goals; the issuance of new or stricter air quality standards; the implementation of energy efficiency mandates; the issuance of regulations governing the management and disposal of coal combustion byproducts; changes in forecasting requirements; changes to our subsidiaries’ service territories as a result of condemnation or takeover by municipalities or other governmental entities, particularly where they lack the exclusive right to serve their customers; the inability of our subsidiaries’ to recover their costs; new pipeline safety requirements; or a negative impact on our subsidiaries’ current

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transportation and cost recovery arrangements. In addition to changes in existing legislation and regulation, new laws and regulations are likely to be enacted from time to time that impose additional or new requirements or standards on our businesses.

Implementing actions required under, and otherwise complying with, new federal and state laws and regulations and changes in existing ones are among the most challenging aspects of managing utility operations. We cannot accurately predict the type or scope of future laws and regulations that may be enacted, changes in existing ones or new interpretations by agency orders or court decisions nor can we determine their impact on us at this time; however, any one of these could adversely affect our consolidated financial results and our ability to service the Notes through higher capital expenditures and operating costs or restrict or otherwise cause an adverse change in how we operate our businesses. To the extent that our regulated subsidiaries are not allowed by their regulators to recover or cannot otherwise recover the costs to comply with new laws and regulations or changes in existing ones, the costs of complying with such additional requirements could have a material adverse effect on our consolidated financial results and our ability to service the Notes. Additionally, even if such costs are recoverable in rates, if they are substantial and result in rates increasing to levels that substantially reduce customer demand, this could have a material adverse effect on our consolidated financial results and our ability to service the Notes.

Recovery of costs by our regulated subsidiaries is subject to regulatory review and approval, and the inability to recover costs may adversely affect our consolidated financial results.

State Rate Proceedings

PacifiCorp, MidAmerican Energy Company, Nevada Power Company and Sierra Pacific Power Company (collectively, the “Utilities”) establish rates for their regulated retail service through state regulatory proceedings. These proceedings typically involve multiple parties, including government bodies and officials, consumer advocacy groups and various consumers of energy, who have differing concerns but generally have the common objective of limiting rate increases while also requiring the Utilities to ensure system reliability. Decisions are subject to judicial appeal, potentially leading to further uncertainty associated with the approval proceedings.

Each state sets retail rates based in part upon the state regulatory commission’s acceptance of an allocated share of total utility costs. When states adopt different methods to calculate interjurisdictional cost allocations, some costs may not be incorporated into rates of any state. Ratemaking is also generally done on the basis of estimates of normalized costs, so if a given year’s realized costs are higher than normalized costs, rates may not be sufficient to cover those costs. In some cases, actual costs are lower than the normalized or estimated costs recovered through rates and from time-to-time may result in a state regulator requiring refunds to customers. Each state regulatory commission generally sets rates based on a test year established in accordance with that commission’s policies. The test year data adopted by each state regulatory commission may create a lag between the incurrence of a cost and its recovery in rates. Each state regulatory commission also decides the allowed levels of expense and investment that it deems are just and reasonable in providing the service and may disallow recovery in rates for any costs that it believes do not meet such standard. Additionally, each state regulatory commission establishes the allowed rate of return the Utilities will be given an opportunity to earn on their sources of capital. While rate regulation is premised on providing a fair opportunity to earn a reasonable rate of return on invested capital, the state regulatory commissions do not guarantee that we will be able to realize a reasonable rate of return.

In certain states where energy cost adjustment mechanisms are in place, energy cost increases above the level assumed in establishing base rates may be subject to customer sharing, and in other states, the Utilities are currently not permitted to pass through such energy cost increases without a general rate case. Any significant increase in fuel costs for electricity generation or purchased electricity costs could have a negative impact on the Utilities, despite efforts to minimize this impact through the use of hedging contracts and sharing mechanisms or through future general rate cases. Any of these consequences could adversely affect our consolidated financial results and our ability to service the Notes.

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FERC Jurisdiction

The FERC authorizes cost-based rates associated with transmission services provided by the Utilities’ transmission facilities. Under the Federal Power Act, the Utilities may voluntarily file, or may be obligated to file, for changes, including general rate changes, to their system-wide transmission service rates. General rate changes implemented may be subject to refund. The FERC also has responsibility for approving both cost- and market-based rates under which the Utilities sell electricity at wholesale, has licensing authority over most of PacifiCorp’s hydroelectric generating facilities and has broad jurisdiction over energy markets. The FERC may impose price limitations, bidding rules and other mechanisms to address some of the volatility of these markets or could revoke or restrict the ability of the Utilities to sell electricity at market-based rates, which could adversely affect our consolidated financial results and our ability to service the Notes. The FERC also maintains rules concerning standards of conduct, interlocking directorates and cross-subsidization. As a transmission owning member of the Midcontinent Independent System Operator, Inc. (“MISO”), MidAmerican Energy Company is also subject to MISO-directed modifications of market rules, which are subject to FERC approval and operational procedures. The FERC may also impose substantial civil penalties for any non-compliance with the Federal Power Act and the FERC’s rules and orders.

The North American Electric Reliability Corporation (“NERC”) has standards in place to ensure the reliability of the electric transmission grid and generation system. The Utilities are subject to the NERC’s regulations and periodic audits to ensure compliance with those regulations. The NERC may carry out enforcement actions for non-compliance and administer significant financial penalties, subject to the FERC’s review.

The FERC has jurisdiction over, among other things, the construction, abandonment, modification and operation of natural gas pipelines and related facilities used in the transportation, storage and sale of natural gas in interstate commerce, including all rates, charges and terms and conditions of service. The FERC also has market transparency authority and has adopted additional reporting and internet posting requirements for natural gas pipelines and buyers and sellers of natural gas.

Rates for our interstate natural gas transmission and storage operations at the Pipeline Companies, which include reservation, commodity, surcharges, fuel and gas lost and unaccounted for charges, are authorized by the FERC. In accordance with the FERC’s rate-making principles, the Pipeline Companies’ current maximum tariff rates are designed to recover prudently incurred costs included in their pipeline system’s regulatory cost of service that are associated with the construction, operation and maintenance of their pipeline system and to afford our Pipeline Companies an opportunity to earn a reasonable rate of return. Nevertheless, the rates the FERC authorizes our Pipeline Companies to charge their customers may not be sufficient to recover the costs incurred to provide services in any given period. Moreover, from time to time, the FERC may change, alter or refine its policies or methodologies for establishing pipeline rates and terms and conditions of service. In addition, the FERC has the authority under Section 5 of the Natural Gas Act of 1938 (“NGA”) to investigate whether a pipeline may be earning more than its allowed rate of return and, when appropriate, to institute proceedings against such pipeline to reduce rates. It is not possible to determine at this time whether any such actions would be instituted with respect to our Pipeline Companies’ rates or what the outcome would be, but such proceedings could result in significantly adverse rate decreases.

Under FERC policy, interstate pipelines and their customers may execute contracts at negotiated rates, which may be above or below the maximum tariff rate for that service or the pipeline may agree to provide a discounted rate, which would be a rate between the maximum and minimum tariff rates. In a rate proceeding, rates in these contracts are generally not subject to adjustment. It is possible that the cost to perform services under negotiated or discounted rate contracts will exceed the cost used in the determination of the negotiated or discounted rates, which could result either in losses or lower rates of return for providing such services. FERC policy allows interstate natural gas pipelines to design new maximum tariff rates to recover such costs under certain circumstances in rate cases. However, with respect to discounts granted to affiliates, the interstate natural gas pipeline must demonstrate that the discounted rate was necessary in order to meet competition.

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GEMA Jurisdiction

Northern Powergrid (Northeast) Limited and Northern Powergrid (Yorkshire) plc (collectively, the “Northern Powergrid Distribution Companies”), as Distribution Network Operators (“DNOs”) and holders of electricity distribution licenses, are subject to regulation by GEMA. Most of the revenue of a DNO is controlled by a distribution price control formula set out in the electricity distribution license. The price control formula does not directly constrain profits from year to year, but is a control on revenue that operates independently of most of the DNO’s actual costs. A resetting of the formula does not require the consent of the DNO, but if a licensee disagrees with a change to its license it can appeal the matter to the United Kingdom’s Competition Commission. GEMA is able to impose financial penalties on DNOs that contravene any of their electricity distribution license duties or certain of their duties under British law, or fail to achieve satisfactory performance of individual standards prescribed by GEMA. Any penalty imposed must be reasonable and may not exceed 10% of the DNO’s revenue. During the term of any price control, additional costs have a direct impact on the financial results of the Northern Powergrid Distribution Companies.

Our subsidiaries are subject to operating uncertainties, including costs to maintain, repair and replace utility and interstate natural gas pipeline systems and occurrences of catastrophic events, which could adversely affect our consolidated financial results and our ability to service the Notes.

The operation of complex utility systems or interstate natural gas pipeline systems that are spread over large geographic areas involves many operating uncertainties and events beyond our control. These potential events, some of which could be catastrophic, include the breakdown, blowout or failure of electricity generating equipment and facilities, compressors, pipelines, transmission and distribution lines or other equipment or processes; unscheduled outages; strikes, lockouts or other labor-related actions; shortages of qualified labor; transmission and distribution system constraints; terrorist activities or military or other actions, including cyberattacks; fuel shortages or interruptions; unavailability of critical equipment, materials and supplies; low water flows and other weather-related impacts; performance below expected levels of output, capacity or efficiency; operator error; third party excavation errors; unexpected degradation of our pipeline systems; design, construction or manufacturing defects; and catastrophic events such as severe storms, floods, fires, earthquakes, explosions, landslides, wars, terrorism, embargoes and mining accidents. A catastrophic event might result in injury or loss of life, extensive property damage or environmental or natural resource damages. Any of these events or other operational events could significantly reduce or eliminate our subsidiaries’ revenue or significantly increase their expenses, thereby reducing the availability of distributions to us. For example, if our subsidiaries cannot operate their electricity or natural gas facilities at full capacity due to damage caused by a catastrophic event, their revenue could decrease and their expenses could increase due to the need to obtain energy from more expensive sources. Further, we and our subsidiaries self-insure many risks, and current and future insurance coverage may not be sufficient to replace lost revenue or cover repair and replacement costs. The scope, cost and availability of our and our subsidiaries’ insurance coverage may change, including the portion that is self-insured. Any reduction of our subsidiaries’ revenue or increase in their expenses resulting from the risks described above, could adversely affect our consolidated financial results and our ability to service the Notes.

Through our subsidiaries, we are actively pursuing, developing and constructing new or expanded facilities, the completion and expected costs of which are subject to significant risk, and our subsidiaries have significant funding needs related to their planned capital expenditures.

Through our subsidiaries, we actively pursue, develop and construct new or expanded facilities. We expect that these subsidiaries will incur substantial annual capital expenditures over the next several years. Such expenditures include and may include in the future, among others, construction and other costs for new electricity generating facilities, electric transmission or distribution projects, environmental control and compliance systems, natural gas storage facilities, new or expanded pipeline systems, and upgrades of existing assets.

Development and construction of major facilities are subject to substantial risks, including fluctuations in the price and availability of commodities, manufactured goods, equipment, labor, siting and permitting and

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changes in environmental and operational compliance matters, load forecasts and other items over a multi-year construction period, as well as counterparty risk and the economic viability of our suppliers, customers and contractors. Certain of our construction projects are substantially dependent upon a single supplier or contractor and replacement of such supplier or contractor may be difficult and cannot be assured. These risks may result in the inability to timely complete a project or higher than expected costs to complete an asset and place it in service and, in extreme cases, the loss of the power purchase agreements or other long-term off-take contracts underlying such projects. Such costs may not be recoverable in the regulated rates or market or contract prices our subsidiaries are able to charge their customers. Delays in construction of renewable projects may result in delayed in-service dates which may result in the loss of income tax benefits. It is also possible that additional generation needs may be obtained through power purchase agreements, which could increase long-term purchase obligations and force reliance on the operating performance of a third party. The inability to successfully and timely complete a project, avoid unexpected costs or recover any such costs could adversely affect our consolidated financial results and our ability to service the Notes.

Furthermore, our subsidiaries depend upon both internal and external sources of liquidity to provide working capital and to fund capital requirements. In some cases, like our solar projects, we have committed to provide significant amounts of equity to our subsidiaries that are engaged in construction projects. If we do not provide needed funding to our subsidiaries and the subsidiaries are unable to obtain funding from external sources, they may need to postpone or cancel planned capital expenditures.

Failure to construct these planned projects could limit opportunities for growth, increase operating costs and adversely affect the reliability of electricity service to our customers. For example, if PacifiCorp is not able to expand its existing portfolio of generating facilities, it may be required to enter into long-term wholesale electricity purchase contracts or purchase wholesale electricity at more volatile and potentially higher prices in the spot markets to serve retail loads.

A significant sustained decrease in demand for electricity or natural gas in the markets served by our subsidiaries would decrease our operating revenue and could adversely affect our consolidated financial results and our ability to service the Notes.

A significant sustained decrease in demand for electricity or natural gas in the markets served by our subsidiaries would significantly reduce our operating revenue and could adversely affect our consolidated financial results and our ability to service the Notes. Factors that could lead to a decrease in market demand include, among others:

• a depression, recession or other adverse economic condition that results in a lower level of economic activity or reduced spending by consumers on electricity or natural gas;

• an increase in the market price of electricity or natural gas or a decrease in the price of other competing forms of energy;

• shifts in competitively priced natural gas supply sources away from the sources connected to our Pipeline Companies’ systems, including new shale gas sources;

• efforts by customers, legislators and regulators to reduce the consumption of electricity generated or distributed by our subsidiaries through various conservation, energy efficiency and distributed generation measures and programs;

• laws mandating or encouraging renewable energy sources, which may decrease the demand for natural gas;

• higher fuel taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost of natural gas or other fuel sources for electricity generation or that limit the use of natural gas or the generation of electricity from fossil fuels;

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• a shift to more energy-efficient or alternative fuel machinery or an improvement in fuel economy, whether as a result of technological advances by manufacturers, legislation mandating higher fuel economy or lower emissions, price differentials, incentives or otherwise;

• a reduction in the state or federal subsidies or tax incentives that are provided to agricultural, industrial or other customers, or a significant sustained change in prices for commodities such as ethanol or corn for ethanol manufacturers; and

• sustained mild weather that reduces heating or cooling needs.

Our operating results may fluctuate on a seasonal and quarterly basis and may be adversely affected by weather.

In most parts of the United States and other markets in which our subsidiaries operate, demand for electricity peaks during the hot summer months when irrigation and cooling needs are higher. Market prices for electricity also generally peak at that time. In other areas, demand for electricity peaks during the winter. In addition, demand for natural gas and other fuels generally peaks during the winter when heating needs are higher. This is especially true in Northern Natural Gas’ traditional end-use and distribution market area and MidAmerican Energy Company’s and Sierra Pacific Power Company’s retail natural gas businesses. Further, extreme weather conditions, such as heat waves, winter storms or floods could cause these seasonal fluctuations to be more pronounced. Periods of low rainfall or snowpack may impact electricity generation at PacifiCorp’s hydroelectric generating facilities, which may result in greater purchases of electricity from the wholesale market or from other sources at market prices. Additionally, PacifiCorp and MidAmerican Energy Company have added substantial wind-powered generating capacity, and our unregulated businesses are adding solar and wind-powered generating capacity, each of which is also a climate-dependent resource.

As a result, the overall financial results of our subsidiaries may fluctuate substantially on a seasonal and quarterly basis. We have historically provided less service, and consequently earned less income, when weather conditions are mild. Unusually mild weather in the future may adversely affect our consolidated financial results and our ability to service the Notes through lower revenue or margins. Conversely, unusually extreme weather conditions could increase our costs to provide services and could adversely affect our consolidated financial results and our ability to service the Notes. The extent of fluctuation in our consolidated financial results may change depending on a number of factors related to our subsidiaries’ regulatory environment and contractual agreements, including their ability to recover energy costs, the existence of revenue sharing provisions and terms of wholesale sale contracts.

Our subsidiaries are subject to market risk associated with the wholesale energy markets, which could adversely affect our consolidated financial results and our ability to service the Notes.

In general, our primary market risk is adverse fluctuations in the market price of wholesale electricity and fuel, including natural gas, coal and fuel oil, which is compounded by volumetric changes affecting the availability of or demand for electricity and fuel. The market price of wholesale electricity may be influenced by several factors, such as the adequacy or type of generating capacity, scheduled and unscheduled outages of generating facilities, prices and availability of fuel sources for generation, disruptions or constraints to transmission and distribution facilities, weather conditions, demand for electricity, economic growth and changes in technology. Volumetric changes are caused by fluctuations in generation or changes in customer needs that can be due to the weather, electricity and fuel prices, the economy, regulations or customer behavior. For example, the Utilities purchase electricity and fuel in the open market as part of their normal operating businesses. If market prices rise, especially in a time when larger than expected volumes must be purchased at market prices, the Utilities may incur significantly greater expense than anticipated. Likewise, if electricity market prices decline in a period when the Utilities are a net seller of electricity in the wholesale market, the Utilities could earn less revenue. Although the Utilities have energy cost adjustment mechanisms in certain states, the risks associated with changes in market prices are not fully mitigated.

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Certain of our subsidiaries are subject to the risk that customers will not renew their contracts or that our subsidiaries will be unable to obtain new customers for expanded capacity, each of which could adversely affect our consolidated financial results and our ability to service the Notes.

Substantially all of the Pipeline Companies’ revenues are generated under transportation and storage contracts that periodically must be renegotiated and extended or replaced, and the Pipeline Companies are dependent upon relatively few customers for a substantial portion of their revenue. If our subsidiaries are unable to renew, remarket, or find replacements for their customer agreements on favorable terms, our sales volumes and operating revenue would be exposed to reduction and increased volatility. For example, without the benefit of long-term transportation agreements, we cannot assure that the Pipeline Companies will be able to transport natural gas at efficient capacity levels. Similarly, without long-term power purchase agreements, we cannot assure that our unregulated power generators will be able to operate profitably. Failure to maintain existing long-term agreements or secure new long-term agreements, or being required to discount rates significantly upon renewal or replacement, could adversely affect our consolidated financial results and our ability to service the Notes. The replacement of any existing long-term agreements depends on market conditions and other factors that may be beyond our subsidiaries’ control.

Potential terrorist activities and the impact of military or other actions, including cyberattacks, could adversely affect our consolidated financial results and our ability to service the Notes.

The ongoing threat of terrorism and the impact of military or other actions by nations or politically, ethnically or religiously motivated organizations regionally or globally may create increased political, economic, social and financial market instability, which could subject our subsidiaries’ operations to increased risks. Additionally, the United States government has issued warnings that energy assets, specifically pipeline, nuclear generation and other electric utility infrastructure are potential targets for terrorist organizations. Cyberattacks could adversely affect our subsidiaries’ ability to operate their facilities, information technology and business systems, or compromise confidential customer and employee information. Political, economic, social or financial market instability or damage to or interference with the operating assets of our subsidiaries, customers or suppliers may result in business interruptions, lost revenue, higher commodity prices, disruption in fuel supplies, lower energy consumption and unstable markets, particularly with respect to electricity and natural gas, and increased security, repair or other costs, any of which may materially adversely affect us and our subsidiaries in ways that cannot be predicted at this time. Any of these risks could materially affect our consolidated financial results and our ability to service the Notes. Furthermore, instability in the financial markets as a result of terrorism, sustained or significant cyberattacks, or war could also materially adversely affect our and our subsidiaries’ ability to raise capital.

MidAmerican Energy Company is subject to the unique risks associated with nuclear generation.

The ownership and operation of nuclear power plants, such as MidAmerican Energy Company’s 25% ownership interest in Quad Cities Station, involves certain risks. These risks include, among other items, mechanical or structural problems, inadequacy or lapses in maintenance protocols, the impairment of reactor operation and safety systems due to human error, the costs of storage, handling and disposal of nuclear materials, limitations on the amounts and types of insurance coverage commercially available, and uncertainties with respect to the technological and financial aspects of decommissioning nuclear facilities at the end of their useful lives. The prolonged unavailability of Quad Cities Station could have a materially adverse effect on MidAmerican Energy Company’s financial results and our ability to service the Notes, particularly when the cost to produce power at the plant is significantly less than market wholesale prices. The following are among the more significant of these risks:

• Operational Risk—Operations at any nuclear power plant could degrade to the point where the plant would have to be shut down. If such degradations were to occur, the process of identifying and correcting the causes of the operational downgrade to return the plant to operation could require significant time and expense, resulting in both lost revenue and increased fuel and

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purchased electricity costs to meet supply commitments. Rather than incurring substantial costs to restart the plant, the plant could be shut down. Furthermore, a shut-down or failure at any other nuclear plant could cause regulators to require a shut-down or reduced availability at Quad Cities Station.

In addition, issues relating to the disposal of nuclear waste material, including the availability, unavailability and expense of a permanent repository for spent nuclear fuel, could adversely impact operations as well as the cost and ability to decommission nuclear plants, including Quad Cities Station, in the future.

• Regulatory Risk—The NRC may modify, suspend or revoke licenses and impose civil penalties for failure to comply with applicable Atomic Energy Act regulations or the terms of the licenses of nuclear facilities. Unless extended, the NRC operating licenses for Quad Cities Station will expire in 2032. Changes in regulations by the NRC could require a substantial increase in capital expenditures or result in increased operating or decommissioning costs.

• Nuclear Accident and Catastrophic Risks—Accidents and other unforeseen catastrophic events have occurred at nuclear facilities other than Quad Cities Station, both in the United States and elsewhere, such as at the Fukushima Daiichi nuclear plant in Japan as a result of the earthquake and tsunami in March 2011. The consequences of an accident or catastrophic event can be severe and include loss of life and property damage. Any resulting liability from a nuclear accident or catastrophic event could exceed MidAmerican Energy Company’s resources, including insurance coverage.

Our subsidiaries are subject to counterparty credit risk, which could adversely affect our consolidated financial results and our ability to service the Notes.

Our subsidiaries are subject to counterparty credit risk related to contractual payment obligations with wholesale suppliers, customers and, as is the case for MidAmerican Energy Company, other participants in organized Regional Transmission Organization (“RTO”) markets. Adverse economic conditions or other events affecting counterparties with whom our subsidiaries conduct business could impair the ability of these counterparties to meet their payment obligations. Our subsidiaries depend on these counterparties to remit payments on a timely basis. We continue to monitor the creditworthiness of our wholesale suppliers and customers in an attempt to reduce the impact of any potential counterparty default. If strategies used to minimize these risk exposures are ineffective or if any of our subsidiaries’ wholesale suppliers’ or customers’ financial condition deteriorates or they otherwise become unable to pay, it could have a significant adverse impact on our consolidated financial results and our ability to service the Notes.

Transactional activities of MidAmerican Energy Company and other participants in organized RTO markets are governed by credit policies specified in each respective RTO’s governing tariff and related business practices. Credit policies of RTOs, which have been developed through extensive stakeholder participation, generally seek to minimize potential loss in the event of a market participant default without unnecessarily inhibiting access to the marketplace. In the event of a default by an RTO market participant on its market-related obligations, losses are typically allocated among all other market participants in proportion to each participant’s share of overall market activity during the period of time the loss was incurred. Because of this, MidAmerican Energy Company has potential indirect exposure with respect to the creditworthiness of every other market participant in the RTO markets where it actively participates, including the MISO, the PJM Interconnection, L.L.C., and the Electric Reliability Council of Texas.

Our subsidiaries are subject to counterparty performance risk, which could adversely affect our consolidated financial results.

Our subsidiaries are subject to counterparty performance risk related to performance of contractual obligations by wholesale suppliers, customers, contractors and, as is the case for MidAmerican Energy Company, other participants in organized RTO markets. Each subsidiary relies on wholesale suppliers to deliver

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commodities, primarily natural gas, coal and electricity, in accordance with short- and long-term contracts. Failure or delay by suppliers to provide these commodities pursuant to existing contracts could disrupt the delivery of electricity and require the Utilities to incur additional expenses to meet customer needs. In addition, when these contracts terminate, the Utilities may be unable to purchase the commodities on terms equivalent to the terms of current contracts.

Our subsidiaries rely on wholesale customers to take delivery of the energy they have committed to purchase. Failure of customers to take delivery may require these subsidiaries to find other customers to take the energy at lower prices than the original customers committed to pay. If our subsidiaries’ wholesale customers are unable to fulfill their obligations, there may be a significant adverse impact on our consolidated financial results and our ability to service the Notes.

Generally, a single customer purchases the energy from our independent power projects in the United States and the Philippines pursuant to long-term power purchase agreements. Without performance by the counterparties under these agreements, we cannot assure that our unregulated power generators will be able to operate profitably.

Inflation and changes in commodity prices and fuel transportation costs may adversely affect our consolidated financial results and our ability to service the Notes.

Inflation and increases in commodity prices and fuel transportation costs may affect our businesses by increasing both operating and capital costs. As a result of existing rate agreements, contractual arrangements or competitive price pressures, our subsidiaries may not be able to pass the costs of inflation on to their customers. If our subsidiaries are unable to manage cost increases or pass them on to their customers, our consolidated financial results and our ability to service the Notes could be adversely affected.

Disruptions in the financial markets could affect our and our subsidiaries’ ability to obtain debt financing or to draw upon or renew existing credit facilities and have other adverse effects on us and our subsidiaries, including our ability to service the Notes.

Disruptions in the financial markets could affect our and our subsidiaries’ ability to obtain debt financing or to draw upon or renew existing credit facilities and have other adverse effects on us and our subsidiaries, including our ability to service the Notes. Significant dislocations and liquidity disruptions in the United States, Great Britain and global credit markets, such as those that occurred in 2008 and 2009, may materially impact liquidity in the bank and debt capital markets, making financing terms less attractive for borrowers that are able to find financing and, in other cases, may cause certain types of debt financing, or any financing, to be unavailable. Additionally, economic uncertainty in the United States or globally may adversely affect the United States’ credit markets and could negatively impact our and our subsidiaries’ ability to access funds on favorable terms or at all. If we or our subsidiaries are unable to access the bank and debt markets to meet liquidity and capital expenditure needs, it may adversely affect the timing and amount of our capital expenditures, acquisition financing and our consolidated financial results and our ability to service the Notes.

Poor performance of plan and fund investments and other factors impacting the pension and other postretirement benefit plans and nuclear decommissioning and mine reclamation trust funds could unfavorably impact our cash flows and liquidity.

Costs of providing our defined benefit pension and other postretirement benefit plans depend upon a number of factors, including the rates of return on plan assets, the level and nature of benefits provided, discount rates, the interest rates used to measure required minimum funding levels, changes in benefit design, changes in laws and government regulation and our required or voluntary contributions made to the plans. Certain of our pension and other postretirement benefit plans are in underfunded positions. Even if sustained growth in the investments over future periods increases the value of these plans’ assets, we will likely be required to make significant cash

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contributions to fund these plans in the future. Additionally, our plans have investments in domestic and foreign equity and debt securities and other investments that are subject to loss. Losses from investments could add to the volatility, size and timing of future contributions. Furthermore, the Pension Protection Act of 2006, as amended, may result in more volatility in the amount and timing of future contributions.

In addition, MidAmerican Energy Company is required to fund over time the projected costs of decommissioning Quad Cities Station, a nuclear power plant. Funds MidAmerican Energy Company has invested in a nuclear decommissioning trust are invested in debt and equity securities and poor performance of these investments will reduce the amount of funds available for their intended purpose, which could require MidAmerican Energy Company to make additional cash contributions. Such cash funding obligations, which are also impacted by the other factors described above, could have a material impact on MidAmerican Energy Company’s liquidity by reducing its available cash thereby adversely affecting our ability to service the Notes.

We own investments and projects located in foreign countries that are exposed to increased economic, regulatory and political risks.

We own and may acquire significant energy-related investments and projects outside of the United States. In addition to any disruption in the global financial markets, the economic, regulatory and political conditions in some of the countries where we have operations or are pursuing investment opportunities may present increased risks related to, among others, inflation, foreign currency exchange rate fluctuations, currency repatriation restrictions, nationalization, renegotiation, privatization, availability of financing on suitable terms, customer creditworthiness, construction delays, business interruption, political instability, civil unrest, guerilla activity, terrorism, expropriation, trade sanctions, contract nullification and changes in law, regulations or tax policy. We may not be capable of either fully insuring against or effectively hedging these risks.

We are exposed to risks related to fluctuations in foreign currency exchange rates.

Our business operations and investments outside the United States increase our risk related to fluctuations in foreign currency exchange rates, primarily the British pound. Our principal reporting currency is the United States dollar, and the value of the assets and liabilities, earnings, cash flows and potential distributions from our foreign operations changes with the fluctuations of the currency in which they transact. We may selectively reduce some foreign currency exchange rate risk by, among other things, requiring contracted amounts be settled in, or indexed to, United States dollars or a currency freely convertible into United States dollars, or hedging through foreign currency derivatives. These efforts, however, may not be effective and could negatively affect our consolidated financial results. We may not be able to obtain sufficient dollars or other hard currency or available dollars may not be allocated to pay such obligations, which could adversely affect our consolidated financial results.

Cyclical fluctuations in the residential real estate brokerage and mortgage businesses could adversely affect HomeServices.

The residential real estate brokerage and mortgage industries tend to experience cycles of greater and lesser activity and profitability and are typically affected by changes in economic conditions, which are beyond HomeServices’ control. Any of the following, among others, are examples of items that could have a material adverse effect on HomeServices’ businesses by causing a general decline in the number of home sales, sale prices or the number of home financings which, in turn, would adversely affect its financial results:

• rising interest rates or unemployment rates, including a sustained high unemployment rate in the United States;

• periods of economic slowdown or recession in the markets served;

• decreasing home affordability;

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• lack of available mortgage credit for potential homebuyers, such as the reduced availability of credit, which may continue into future periods;

• declining demand for residential real estate as an investment;

• nontraditional sources of new competition; and

• changes in applicable tax law.

We and our subsidiaries are involved in a variety of legal proceedings, the outcomes of which are uncertain and could adversely affect our consolidated financial results.

We and our subsidiaries are, and in the future may become, a party to a variety of legal proceedings. Litigation is subject to many uncertainties, and we cannot predict the outcome of individual matters with certainty. It is possible that the final resolution of some of the matters in which we and our subsidiaries are involved could result in additional material payments substantially in excess of established reserves or in terms that could require us or our subsidiaries to change business practices and procedures or divest ownership of assets. Further, litigation could result in the imposition of financial penalties or injunctions and adverse regulatory consequences, any of which could limit our ability to take certain desired actions or the denial of needed permits, licenses or regulatory authority to conduct our business, including the siting or permitting of facilities. Any of these outcomes could have a material adverse effect on our consolidated financial results.

Potential changes in accounting standards may impact our consolidated financial results and disclosures in the future, which may change the way analysts measure our business or financial performance.

The Financial Accounting Standards Board (“FASB”) and the SEC continuously make changes to accounting standards and disclosure and other financial reporting requirements. New or revised accounting standards and requirements issued by the FASB or the SEC or new accounting orders issued by the FERC could significantly impact our consolidated financial results and disclosures.

Other Risks Associated with the Notes

Your ability to transfer the Notes is limited by the absence of a market for the Notes, and a trading market for the Notes may not develop.

There is no existing public trading market for the Notes and a market for the Notes might not develop and you may not be able to sell the Notes or obtain a suitable price. If such a market were to develop, the Notes could trade at prices that may be higher or lower than their initial offering price depending on many factors, including prevailing interest rates, our operating results and the market for similar securities. We do not intend to apply for listing of the Notes on a securities exchange or an automated dealer quotation system. As a result, it may be difficult for you to find a buyer for the Notes at the time you want to sell them and, even if you find a buyer, you might not get the price you want.

You may not be able to sell your Initial Notes if you do not exchange them for registered Exchange Notes in the Exchange Offer.

If you do not exchange your Initial Notes for registered Exchange Notes in the Exchange Offer, your Initial Notes will continue to be subject to the restrictions on transfer as stated in the legends on the Initial Notes. In general, you may not offer, sell or otherwise transfer the Initial Notes in the U.S. unless they are:

• registered under the Securities Act;

• offered or sold under an exemption from the Securities Act and applicable state securities laws; or

• offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.

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We do not currently anticipate that we will register any untendered Initial Notes under the Securities Act. Except for limited instances involving the initial purchasers or holders of Initial Notes who are not eligible to participate in the Exchange Offer or who do not receive freely transferable Exchange Notes in the Exchange Offer, following completion of the Exchange Offer, we will not be under any further obligation to register the Initial Notes under the Securities Act under the registration rights agreement or otherwise. Also, if the Exchange Offer is completed on the terms and within the time period contemplated by this prospectus, no additional interest attributable to a failure to timely comply with our obligations under the registration rights agreement will be payable on your Initial Notes.

Your ability to sell your Initial Notes may be significantly more limited and the price at which you may be able to sell your Initial Notes may be significantly lower if you do not exchange them for registered Exchange Notes in the Exchange Offer.

To the extent that Initial Notes are exchanged for registered Exchange Notes in the Exchange Offer, the trading market for the Initial Notes that remain outstanding may be significantly more limited. As a result, the liquidity of the Initial Notes not tendered for exchange could be adversely affected. The extent of the market for Initial Notes will depend upon a number of factors, including the number of holders of Initial Notes remaining outstanding and the interest of securities firms in maintaining a market in the Initial Notes. An issue of securities with a lesser outstanding market value available for trading, which is called the “float,” may command a lower price than would be comparable to an issue of securities with a greater float. As a result, the market price for Initial Notes that are not exchanged in the Exchange Offer may be affected adversely to the extent that Initial Notes exchanged in the Exchange Offer reduce the float. The reduced float also may make the trading price of the Initial Notes that are not exchanged more volatile.

There are state securities law restrictions on the resale of the Exchange Notes.

In order to comply with the securities laws of certain jurisdictions, the Exchange Notes may not be offered or resold by any holder unless they have been registered or qualified for sale in such jurisdictions or an exemption from registration or qualification is available and the requirements of such exemption have been satisfied. We do not currently intend to register or qualify the resale of the Exchange Notes in any such jurisdictions. However, an exemption is generally available for sales to registered broker-dealers and certain institutional buyers. Other exemptions under applicable state securities laws may also be available.

We will not accept your Initial Notes for exchange if you fail to follow the Exchange Offer procedures and, as a result, your Initial Notes will continue to be subject to existing transfer restrictions and you may not be able to sell your Initial Notes.

We will issue Exchange Notes in exchange for Initial Notes tendered and accepted for exchange pursuant to the Exchange Offer only after compliance by you with all of the conditions of the Exchange Offer described elsewhere in this prospectus under the caption, “The Exchange Offer—How to Tender,” including timely (i) receipt by the exchange agent of (a) a properly completed and duly executed letter of transmittal, together with any required signature guarantees and any other required documents and (b) the certificate(s) representing the Initial Notes being tendered; (ii) compliance with the procedures for book-entry transfers described elsewhere in this prospectus; or (iii) compliance with the guaranteed delivery procedures set forth elsewhere in this prospectus. We are under no duty to give notification of defects or irregularities with respect to the tenders of Initial Notes for exchange. If there are defects or irregularities with respect to your tender of Initial Notes, we will not accept your Initial Notes for exchange. See “The Exchange Offer.”

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus 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 and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 our current intentions, assumptions, expectations and beliefs and are subject to risks, uncertainties and other important factors. Many of these factors are outside our control 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 our 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 our 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 our ability to obtain long-term contracts with customers and suppliers;

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

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

• 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 our 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 our and our subsidiaries’ credit facilities;

• changes in our and our 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 our ability to recover such costs in regulated rates;

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

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• 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 our consolidated financial results;

• our ability to successfully integrate NV Energy and future acquired operations into our business;

• other risks or unforeseen events, including the effects of storms, floods, fires, earthquakes, explosions, landslides, litigation, wars, terrorism, embargoes and other catastrophic events, including catastrophic events triggered by a breakdown or failure of our operating assets; and

• other business or investment considerations that may be disclosed from time to time in our filings with the SEC or in other publicly disseminated written documents.

Further details of the potential risks and uncertainties affecting us are described in the “Risk Factors” section of this prospectus and in the documents incorporated by reference into this prospectus. We undertake 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.

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USE OF PROCEEDS

We will not receive any proceeds from the issuance of the Exchange Notes in the Exchange Offer. The Exchange Notes will evidence the same debt as the Initial Notes tendered in exchange for Exchange Notes. Accordingly, the issuance of the Exchange Notes will not result in any change in our indebtedness.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

On November 8, 2013, we privately placed the Initial Notes in a transaction exempt from registration under the Securities Act. Accordingly, the Initial Notes may not be reoffered, resold or otherwise transferred in the United States unless so registered or unless an exemption from the Securities Act registration requirements is available. Pursuant to a registration rights agreement with the initial purchasers of the Initial Notes, we agreed, for the benefit of holders of the Initial Notes, to:

• prepare and file an exchange offer registration statement with the SEC with respect to a registered offer to exchange the Initial Notes for Exchange Notes issued under the same indenture as the Initial Notes, in the same aggregate principal amount as and with terms that are identical in all material respects to the Initial Notes except that they will not contain terms with respect to transfer restrictions;

• use our reasonable best efforts to cause the exchange offer registration statement to become effective under the Securities Act on or before November 8, 2014 (within 365 days after November 8, 2013, the date on which we issued the Initial Notes) (such 365th day being the “Exchange Offer Effectiveness Deadline” for the exchange offer registration statement); and

• promptly after the exchange offer registration statement is declared effective, offer the Exchange Notes in exchange for surrender of the Initial Notes.

We will be entitled to consummate the Exchange Offer on the expiration date (as defined below) provided that we have accepted all Initial Notes previously validly tendered in accordance with the terms set forth in this prospectus and the applicable letter of transmittal.

In addition, under certain circumstances described below, we may be required to file a shelf registration statement to cover resales of the notes.

If we do not comply with certain of our obligations under the registration rights agreement, we must pay additional interest on the Initial Notes in addition to the interest that is otherwise due on the notes. The purpose of the Exchange Offer is to fulfill our obligations with respect to the registration rights agreement.

If you are a broker-dealer that receives Exchange Notes for its own account in exchange for Initial Notes, where you acquired such Initial Notes as a result of market-making activities or other trading activities, you must acknowledge that you will deliver a prospectus in connection with any resale of such Exchange Notes. See “Plan of Distribution.”

Terms of the Exchange

Upon the terms and subject to the conditions contained in this prospectus and in the letters of transmittal that accompany this prospectus, we are offering to exchange $1,000 in principal amount of Exchange Notes for each $1,000 in principal amount of Initial Notes. The terms of the Exchange Notes are identical in all material respects to the terms of the Initial Notes except that the Exchange Notes will generally be freely transferable. The Exchange Notes will evidence the same debt as the Initial Notes and will be entitled to the benefits of the indenture. Any Initial Notes that remain outstanding after the consummation of the Exchange Offer, together with all Exchange Notes issued in connection with the Exchange Offer, will be treated as a single class of securities under the indenture. See “Description of the Notes.”

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

Based on existing interpretations of the Securities Act by the staff of the SEC set forth in several no-action letters to third parties, and subject to the immediately following sentence, we believe that you may offer for

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resale, resell and otherwise transfer the Exchange Notes without further compliance with the registration and prospectus delivery provisions of the Securities Act. However, if you are an “affiliate” (within the meaning of the Securities Act) of ours or you intend to participate in the Exchange Offer for the purpose of distributing the Exchange Notes or you are a broker-dealer (within the meaning of the Securities Act) that acquired notes in a transaction other than as part of its market-making or other trading activities and who has arranged or has an understanding with any person to participate in the distribution of the Exchange Notes, you:

(1) will not be able to rely on the interpretations by the staff of the SEC set forth in the above-mentioned no-action letters;

(2) will not be able to tender your notes in the Exchange Offer; and

(3) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of your notes unless such sale or transfer is made pursuant to an exemption from such requirements

Subject to exceptions for certain holders, to participate in the Exchange Offer you will be required to represent to us at the time of the consummation of the Exchange Offer, among other things, that: (i) you are not an affiliate of ours; (ii) any Exchange Notes to be received by you will be acquired in the ordinary course of your business; and (iii) at the time of commencement of the Exchange Offer, you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the notes. In addition, in connection with any resales of Exchange Notes, any broker-dealer who acquired Exchange Notes for its own account as a result of market-making activities or other trading activities must deliver a prospectus meeting the requirements of the Securities Act. The SEC has taken the position that such a broker-dealer may fulfill its prospectus delivery requirements with respect to the Exchange Notes (other than a resale of an unsold allotment from the initial sale of the Initial Notes) with this prospectus. Under the registration rights agreement, we are required to allow a broker-dealer and other persons with similar prospectus delivery requirements, if any, to use this prospectus in connection with the resale of such Exchange Notes for a period of time not less than 120 days following the consummation of the Exchange Offer. If you are a broker-dealer that receives Exchange Notes for its own account in exchange for Initial Notes, where you acquired such Initial Notes as a result of market-making activities or other trading activities, you must acknowledge that you will deliver a prospectus in connection with any resale of such Exchange Notes. See “Plan of Distribution.”

You will not be required by us to pay brokerage commissions or fees or, subject to the instructions in the applicable letter of transmittal, transfer taxes relating to your exchange of Initial Notes for Exchange Notes in the Exchange Offer.

Shelf Registration Statement

If:

• we are not permitted to effect the Exchange Offer because of any change in law or in applicable interpretations of such law by the staff of the SEC;

• the Exchange Offer is not consummated by the 40th day after the date on which the exchange offer registration statement was declared effective;

• any of the initial purchasers of the Initial Notes so requests with respect to the Initial Notes not eligible to be exchanged for Exchange Notes in the Exchange Offer and held by it following the consummation of Exchange Offer;

• any holder of the notes (other than a broker-dealer electing to exchange Initial Notes acquired for its own account as a result of market-making or other trading activities for exchange securities) is not eligible to participate in the Exchange Offer and any such holder so requests for any reason other than the failure by such holder to make a timely and valid tender in accordance with the terms of Exchange Offer; or

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• any holder of the notes (other than a broker-dealer electing to exchange Initial Notes acquired for its own account as a result of market-making or other trading activities for Exchange Notes) participates in the Exchange Offer but does not receive freely tradable Exchange Notes on the date of the exchange and any such holder so requests for any reason other than the failure by such holder to make a timely and valid tender in accordance with the terms of Exchange Offer,

we will:

• as promptly as practicable prepare and file with the SEC a “shelf” registration statement relating to the offer and sale (on a continuous basis) of the notes that are not otherwise freely tradable;

• use our reasonable best efforts to cause the shelf registration statement to be declared effective not later than the latter to occur of the date that is (i) 150 days after the date on which our obligation to file the shelf registration arises or (ii) November 8, 2014 (365 days after November 8, 2013, the date on which we issued the Initial Notes) (such 150th or 365th day, as the case may be, being the “Shelf Effectiveness Deadline” for the shelf registration statement); and

• use our reasonable best efforts to keep the shelf registration statement continuously effective until the later of (i) one year from the date on which we issued the Initial Notes (subject to extension under certain circumstances) or (ii) 90 days from the date of effectiveness of such shelf registration statement, or such shorter period ending when all the notes covered by the shelf registration statement have been sold pursuant to the shelf registration statement or are no longer “Transfer Restricted Securities” as defined in the registration rights agreement.

The foregoing obligations are subject to our right to postpone or suspend the filing or effectiveness of any shelf registration statement (or exchange offer registration statement) if such action is required by law or taken by us in good faith and for valid business reasons in accordance with the terms of the registration rights agreement.

You will not be entitled, except if you were an initial purchaser of the Initial Notes, to have your notes registered under any shelf registration statement (if one is filed), unless you agree in writing to be bound by the applicable provisions of the registration rights agreement. In order to sell your notes under the shelf registration statement, you generally must be named as a selling security holder in the related prospectus and must deliver a prospectus to purchasers. Consequently, you will be subject to the civil liability provisions under the Securities Act in connection with those sales and indemnification obligations under the registration rights agreement.

Additional Interest

A registration default will be deemed to have occurred:

(1) if the exchange offer registration statement is not declared effective on or before November 8, 2014 (within 365 days after November 8, 2013, the date on which we issued the Initial Notes);

(2) with respect to certain notes that qualify as “Transfer Restricted Securities”, if a required shelf registration statement is not declared effective on or prior to the applicable Effectiveness Deadline; or

(3) with respect to any Transfer Restricted Securities, on and after the applicable Shelf Effectiveness Deadline or Exchange Offer Effectiveness Deadline (plus an additional 30 days in respect of an exchange offer registration statement), either the exchange offer registration statement or the shelf registration statement has been declared effective, but such registration statement or the related prospectus thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of such Initial Notes or Exchange Notes for the periods specified and in accordance with the registration rights agreement because (i) any event occurs as a result of which the related prospectus forming part of such registration statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (ii) it shall be necessary to amend such

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registration statement or supplement the related prospectus to comply with the Securities Act or the Exchange Act, or the respective rules thereunder or (iii) of a Suspension (as defined in the registration rights agreement) by us in accordance with provisions and procedures provided in the registration rights agreement.

Additional interest will accrue on the Initial Notes subject to such registration default, for so long as they constitute Transfer Restricted Securities, at a rate of 0.50% per annum from and including the date on which any such registration default occurs to but excluding the date on which all such registration defaults have ceased to be continuing. In no event will such additional interest be payable for periods after November 8, 2015. At our written request, the Representative, as such term is defined in the registration rights agreement, may, in its sole discretion, agree to shorten such penalty interest period. In each case, such additional interest is payable in addition to any other interest payable from time to time with respect to the Initial Notes and the Exchange Notes. The Exchange Notes will not contain any additional provisions regarding the payment of additional interest.

Expiration Date; Extensions; Termination; Amendments

The Exchange Offer expires on the expiration date. The expiration date is 5:00 p.m., New York City time, on                     , 2014, unless we in our sole discretion extend the period during which the Exchange Offer is open, in which event the expiration date is the latest time and date on which the Exchange Offer, as so extended by us, expires. We reserve the right to extend the Exchange Offer at any time and from time to time by giving written notice to The Bank of New York Mellon Trust Company, N.A., as the exchange agent, before 9:00 a.m., New York City time, on the first business day following the previously scheduled expiration date and by timely public announcement communicated in accordance with applicable law or regulation. During any extension of the Exchange Offer, all Initial Notes previously tendered pursuant to the Exchange Offer and not validly withdrawn will remain subject to the Exchange Offer.

The exchange date will occur promptly after the expiration date. We expressly reserve the right to (i) terminate the Exchange Offer and not accept for exchange any Initial Notes for any reason, including if any of the events set forth below under “—Conditions to the Exchange Offer” shall have occurred and shall not have been waived by us and (ii) amend the terms of the Exchange Offer in any manner, whether before or after any tender of the Initial Notes. If any such termination or amendment occurs, we will notify the exchange agent in writing and will either issue a press release or give written notice to the holders of the Initial Notes as promptly as practicable. Unless we terminate the Exchange Offer prior to 5:00 p.m., New York City time, on the expiration date, we will exchange the Initial Notes for the Exchange Notes on the exchange date.

If we waive any material condition to the Exchange Offer, or amend the Exchange Offer in any other material respect, and if at the time that notice of such waiver or amendment is first published, sent or given to holders of Initial Notes in the manner specified above, the Exchange Offer is scheduled to expire at any time earlier than the expiration of a period ending on the fifth business day from, and including, the date that such notice is first so published, sent or given, then the Exchange Offer will be extended until the expiration of such period of five business days.

This prospectus and the related letters of transmittal and other relevant materials will be mailed by us to record holders of Initial Notes and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the lists of holders for subsequent transmittal to beneficial owners of Initial Notes.

How to Tender

The tender to us of Initial Notes by you pursuant to one of the procedures set forth below will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth herein and in the applicable letter of transmittal.

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General Procedures. To validly tender the Initial Notes pursuant to the Exchange Offer, either:

(1) (i) a properly completed and duly executed letter of transmittal or a facsimile thereof (all references in this prospectus to the letter of transmittal shall be deemed to include a facsimile thereof), together with any required signature guarantees and any other documents required by the letter of transmittal, must be received by the exchange agent at its address or facsimile number set forth on the back cover of this prospectus on or prior to the expiration date and (ii) the certificate(s) representing the Initial Notes being tendered must be received by the exchange agent on or prior to the expiration date;

(2) for book-entry transfers, (i) an “agent’s message” (as defined below) properly transmitted through the Depositary Trust Company’s (“DTC”) Automated Tender Offer Program (“ATOP”), together with any other documents required by the letter of transmittal, must be received by the exchange agent at its office set forth on the back cover of this prospectus on or prior to the expiration date and (ii) the Initial Notes must be tendered pursuant to the procedures for book-entry transfer set forth below and a confirmation of a book-entry transfer of such Initial Notes into the exchange agent’s account at the DTC (which we refer to as a Book-Entry Confirmation) must be received by the exchange agent on or prior to the expiration date; or

(3) the guaranteed delivery procedures set forth below must be complied with.

The term “agent’s message” means a message, transmitted by the DTC and received by the exchange agent and forming part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from a participant tendering Initial Notes that are the subject of the Book-Entry Confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce that agreement against the participant.

If tendered Initial Notes are registered in the name of the signer of the letter of transmittal and the Exchange Notes to be issued in exchange therefor are to be issued (and any untendered Initial Notes are to be reissued) in the name of the registered holder, the signature of such signer need not be guaranteed. In any other case, the tendered Initial Notes must be endorsed or accompanied by written instruments of transfer in form satisfactory to us and duly executed by the registered holder and the signature on the endorsement or instrument of transfer must be guaranteed by a firm, which we refer to as an Eligible Institution, that is a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Exchange Act. If the Exchange Notes and/or Initial Notes not exchanged are to be delivered to an address other than that of the registered holder appearing on the note register for the Initial Notes, the signature on the letter of transmittal must be guaranteed by an Eligible Institution.

Any beneficial owner whose Initial Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender Initial Notes should contact such holder promptly and instruct such holder to tender Initial Notes on such beneficial owner’s behalf. If such beneficial owner wishes to tender such Initial Notes himself, such beneficial owner must, prior to completing and executing the letter of transmittal and delivering such Initial Notes, either make appropriate arrangements to register ownership of the Initial Notes in such beneficial owner’s name or follow the procedures described in the immediately preceding paragraph. The transfer of record ownership may take considerable time.

Book-Entry Transfer. The exchange agent will make a request to establish an account with respect to the Initial Notes at DTC for purposes of the Exchange Offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC’s systems may utilize DTC’s ATOP procedures to tender Initial Notes and may make book-entry delivery of Initial Notes by causing DTC to transfer such Initial Notes into the exchange agent’s account at DTC in accordance with DTC’s ATOP procedures for transfer. However, although delivery of Initial Notes may be effected through book-entry transfer at DTC, the letter of transmittal, with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received by the exchange agent at its address or facsimile number set forth on the back cover of this prospectus on or prior to the expiration date, unless the holder either (i) complies with the guaranteed delivery procedures described below or (ii) sends an agent’s message through ATOP.

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If delivery is made through ATOP, the exchange for the Initial Notes so tendered will be made only after a Book-Entry Confirmation and an agent’s message and any other documents required by the letter of transmittal have been received by the exchange agent, in each case on or prior to the expiration date.

The method of delivery of Initial Notes and all other documents is at your election and risk. If sent by mail, we recommend that you use registered mail, return receipt requested, obtain proper insurance, and complete the mailing sufficiently in advance of the expiration date to permit delivery to the exchange agent on or before the expiration date. Delivery of documents to DTC does not constitute delivery to the exchange agent.

Guaranteed Delivery Procedures. If a holder desires to accept the Exchange Offer and time will not permit a letter of transmittal or Initial Notes to reach the exchange agent on or before the expiration date, or the procedures for book-entry transfer set forth above cannot be completed on a timely basis, a tender may nevertheless be effected, provided that all of the following guaranteed delivery procedures are complied with:

(1) such tenders are made by or through an Eligible Institution;

(2) the exchange agent has received at its office set forth on the back cover hereof on or prior to the expiration date a properly completed and duly executed notice of guaranteed delivery, by telegram, telex, facsimile transmission, letter or courier, or an electronic message transmitted through ATOP with respect to guaranteed delivery for book-entry transfers, (i) setting forth the name and address of the tendering holder, the name(s) in which the Initial Notes are registered, the principal amount of the Initial Notes and, if possible, the certificate number(s) of the Initial Notes to be tendered, (ii) stating that the tender is being made thereby and (iii) guaranteeing that within three New York Stock Exchange trading days after the date of execution by the Eligible Institution of such notice of guaranteed delivery, or transmission of such electronic message through ATOP for book-entry transfers, the certificates for all physically tendered Initial Notes, in proper form for transfer, or a Book-Entry Confirmation in the case of book-entry transfers, together with a properly completed and duly executed letter of transmittal with any required signature guarantees, or a properly transmitted agent’s message through ATOP in the case of book-entry transfers, and any other documents required by the letter of transmittal, will be deposited by the Eligible Institution with the exchange agent; and

(3) the certificates for all physically tendered Initial Notes, in proper form for transfer, or a Book-Entry Confirmation in the case of book-entry transfers, together with a properly completed and duly executed letter of transmittal with any required signature guarantees, or a properly transmitted agent’s message through ATOP in the case of book-entry transfers, and any other documents required by the letter of transmittal, must be received by the exchange agent within three New York Stock Exchange trading days after the date of execution by the Eligible Institution of the notice of guaranteed delivery or transmission of such electronic message through ATOP with respect to guaranteed delivery for book-entry transfers.

Unless all of the guaranteed delivery procedures set forth in the preceding paragraph are complied with, we may, at our option, reject the tender. Copies of a Notice of Guaranteed Delivery which may be used by Eligible Institutions for the purposes described in this paragraph are being delivered with this prospectus and the related letter of transmittal. A tender will be deemed to have been received as of the date when the tendering holder’s properly completed and duly signed letter of transmittal accompanied by the Initial Notes (or agent’s message accompanied by a Book-Entry Confirmation in the case of a book-entry transfer) is received by the exchange agent. Issuances of Exchange Notes in exchange for Initial Notes tendered pursuant to a notice of guaranteed delivery by an Eligible Institution or an electronic message transmitted through ATOP with respect to guaranteed delivery for book-entry transfers will be made only against deposit of the letter of transmittal (and any other required documents) and the tendered Initial Notes or, in the case of a book-entry transfer, against deposit of an agent’s message through ATOP (and any other required documents) and a timely Book-Entry Confirmation.

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All questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of Initial Notes will be determined by us and our determination will be final and binding. We reserve the absolute right to reject any or all tenders not in proper form or the acceptances for exchange of which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any of the conditions of the Exchange Offer or any defect or irregularities in tenders of any particular holder whether or not similar defects or irregularities are waived in the case of other holders. None of us, the exchange agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or shall incur any liability for failure to give any such notification. Our interpretation of the terms and conditions of the Exchange Offer (including the letters of transmittal and the instructions thereto) will be final and binding.

Terms and Conditions of the Letters of Transmittal

The letters of transmittal contain, among other things, the following terms and conditions, which are part of the Exchange Offer.

The party tendering Initial Notes for exchange, whom we refer to as the Transferor, exchanges, assigns and transfers the Initial Notes to us and irrevocably constitutes and appoints the exchange agent as the Transferor’s agent and attorney-in-fact to cause the Initial Notes to be assigned, transferred and exchanged. The Transferor represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Initial Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Initial Notes, and that, when the same are accepted for exchange, we will acquire good and unencumbered title to the tendered Initial Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The Transferor also warrants that it will, upon request, execute and deliver any additional documents deemed by us to be necessary or desirable to complete the exchange, assignment and transfer of tendered Initial Notes. The Transferor further agrees that acceptance of any tendered Initial Notes by us and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by us of our obligations under the registration rights agreement and that we shall have no further obligations or liabilities thereunder (except in certain limited circumstances). All authority conferred by the Transferor will survive the death or incapacity of the Transferor and every obligation of the Transferor shall be binding upon the heirs, legal representatives, successors, assigns, executors and administrators of such Transferor.

See “—Terms of the Exchange.”

Withdrawal Rights

Initial notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the expiration date. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the exchange agent at its address set forth on the back cover of this prospectus. Any such notice of withdrawal must specify the person named in the letter of transmittal as having tendered Initial Notes to be withdrawn, the certificate numbers of Initial Notes to be withdrawn, the principal amount of Initial Notes to be withdrawn (which must be an authorized denomination), a statement that such holder is withdrawing his election to have such Initial Notes exchanged, and the name of the registered holder of such Initial Notes, and must be signed by the holder in the same manner as the original signature on the letter of transmittal (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee register the transfer of such Initial Notes into the name of the person withdrawing the tender. The exchange agent will return the properly withdrawn Initial Notes promptly following receipt of notice of withdrawal. If Initial Notes have been tendered pursuant to the procedures for book-entry transfer set forth above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Initial Notes or otherwise comply with DTC’s procedures, and in such case the Initial Notes will be credited to such account by the exchange agent promptly after withdrawal. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by us, and our determination will be final and binding on all parties.

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Acceptance of Initial Notes for Exchange; Delivery of Exchange Notes

Upon the terms and subject to the conditions of the Exchange Offer, the acceptance for exchange of Initial Notes validly tendered and not withdrawn and the issuance of the Exchange Notes will be made on the exchange date. For the purposes of the Exchange Offer, we shall be deemed to have accepted for exchange validly tendered Initial Notes when, as and if we have given written notice thereof to the exchange agent.

In all cases, delivery of Exchange Notes in exchange for Initial Notes tendered and accepted pursuant to this Exchange Offer will be made only after timely receipt by the exchange agent of:

(1) a certificate or certificates representing the Initial Notes or, in the case of book-entry transfers, a Book-Entry Confirmation;

(2) a properly completed and duly executed letter of transmittal or, in the case of book-entry transfers, an agent’s message properly transmitted through ATOP; and

(3) any other documents required by the letter of transmittal.

The exchange agent will act as agent for the tendering holders of Initial Notes for the purposes of receiving Exchange Notes from us and causing the Initial Notes to be assigned, transferred and exchanged. Upon the terms and subject to the conditions of the Exchange Offer, delivery of Exchange Notes to be issued in exchange for accepted Initial Notes will be made by the exchange agent promptly after acceptance of the tendered Initial Notes. Initial notes not accepted for exchange by us will be returned without expense to the tendering holders (or in the case of Initial Notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the procedures described above, such non-exchanged Initial Notes will be credited to an account maintained with DTC) promptly following the expiration date or, if we terminate the Exchange Offer prior to the expiration date, promptly after the Exchange Offer is so terminated.

Conditions to the Exchange Offer

We are not required to accept for exchange, or to issue Exchange Notes in exchange for, any outstanding Initial Notes. We may terminate or extend the Exchange Offer by oral or written notice to the exchange agent and by timely public announcement communicated in accordance with applicable law or regulation for any reason, if any of the following shall have occurred:

• any federal law, statute, rule, regulation or interpretation of the staff of the SEC has been proposed, adopted or enacted that, in our judgment, might impair our ability to proceed with the Exchange Offer or otherwise make it inadvisable to proceed with the Exchange Offer;

• an action or proceeding has been instituted or threatened in any court or by any governmental agency that, in our judgment, might impair our ability to proceed with the Exchange Offer or otherwise make it inadvisable to proceed with the Exchange Offer;

• there has occurred a material adverse development in any existing action or proceeding that might impair our ability to proceed with the Exchange Offer or otherwise make it inadvisable to proceed with the Exchange Offer;

• any stop order is threatened or in effect with respect to the registration statement of which this prospectus is a part or the qualification of the indenture under the U.S. Trust Indenture Act of 1939, as amended;

• all governmental approvals that we deem necessary for the consummation of the Exchange Offer have not been obtained;

• there is a change in the current interpretation by the staff of the SEC which permits holders who have made the required representations to us to resell, offer for resale, or otherwise transfer Exchange Notes issued in the Exchange Offer without registration of the Exchange Notes and delivery of a prospectus; or

• a material adverse change shall have occurred in our business, condition, operations or prospects.

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The foregoing conditions are for our sole benefit and may be asserted by us with respect to all or any portion of the Exchange Offer regardless of the circumstances (including any action or inaction by us) giving rise to such condition or may be waived by us in whole or in part at any time or from time to time in our sole discretion. The failure by us at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, and each right will be deemed an ongoing right which may be asserted at any time or from time to time. In addition, we have reserved the right, notwithstanding the satisfaction of each of the foregoing conditions, to terminate or amend the Exchange Offer.

Any determination by us concerning the fulfillment or non-fulfillment of any conditions will be final and binding upon all parties.

Exchange Agent

The Bank of New York Mellon Trust Company, N.A. has been appointed as the exchange agent for the Exchange Offer. Letters of transmittal must be addressed to the exchange agent at its address set forth on the back cover page of this prospectus. Delivery to an address other than as set forth herein, or transmissions of instructions via a facsimile or telex number other than the ones set forth herein, will not constitute a valid delivery. The Bank of New York Mellon Trust Company, N.A. is the trustee under the indenture. The Bank of New York Mellon Trust Company, N.A. (or one of its affiliates) currently serves, and may in the future serve, as trustee under indentures evidencing other indebtedness of us and our affiliates. The Bank of New York Mellon Trust Company, N.A., is an affiliate of one of the initial purchasers of the Initial Notes. The Bank of New York Mellon Trust Company, N.A. (or one of its affiliates) is also, and may in the future be, a lender under credit facilities for us and our affiliates.

Solicitation of Tenders; Expenses

We have not retained any dealer-manager or similar agent in connection with the Exchange Offer and will not make any payments to brokers, dealers or others for soliciting acceptances of the Exchange Offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for reasonable out-of-pocket expenses in connection therewith. We will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding tenders for their customers. The expenses to be incurred in connection with the Exchange Offer, including the fees and expenses of the exchange agent and printing, accounting and legal fees, will be paid by us and are estimated at approximately $300,000.

No dealer, salesperson or other individual has been authorized to give any information or to make any representations not contained in this prospectus in connection with the Exchange Offer. If given or made, such information or representations must not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any exchange made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the respective dates as of which information is given herein.

The Exchange Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Initial Notes in any jurisdiction in which the making of the Exchange Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, we may, at our discretion, take such action as we may deem necessary to make the Exchange Offer in any such jurisdiction and extend the Exchange Offer to holders of Initial Notes in such jurisdiction. In any jurisdiction the securities laws or blue sky laws of which require the Exchange Offer to be made by a licensed broker or dealer, the Exchange Offer is being made on behalf of us by one or more registered brokers or dealers which are licensed under the laws of such jurisdiction.

Appraisal Rights

You will not have appraisal rights in connection with the Exchange Offer.

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U.S. Federal Income Tax Consequences

The exchange of Initial Notes for Exchange Notes will not be a taxable exchange for U.S. federal income tax purposes, and holders will not recognize any taxable gain or loss as a result of such exchange. See “Certain U.S. Federal Income Tax Considerations.”

Other

Participation in the Exchange Offer is voluntary and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decisions on what action to take.

As a result of the making of, and upon acceptance for exchange of all validly tendered Initial Notes pursuant to the terms of this Exchange Offer, we will have fulfilled a covenant contained in the terms of the Initial Notes and the registration rights agreement. Holders of the Initial Notes who do not tender their Initial Notes in the Exchange Offer will continue to hold such Initial Notes and will be entitled to all the rights, and limitations applicable thereto, under the indenture, except for any such rights under the registration rights agreement which by their terms terminate or cease to have further effect as a result of the making of this Exchange Offer. See “Description of the Notes.” All untendered Initial Notes will continue to be subject to the restriction, on transfer set forth in the indenture. To the extent that Initial Notes are tendered and accepted in the Exchange Offer, the trading market, if any, for the Initial Notes could be adversely affected. See “Risk Factors—Your ability to sell your Initial Notes may be significantly more limited and the price at which you may be able to sell your Initial Notes may be significantly lower if you do not exchange them for registered Exchange Notes in the Exchange Offer.”

We may in the future seek to acquire untendered Initial Notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plan to acquire any Initial Notes which are not tendered in the Exchange Offer.

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SELECTED HISTORICAL FINANCIAL AND OPERATING DATA

The following table sets forth our selected consolidated historical financial and operating data, which should be read in conjunction with our historical consolidated financial statements and notes thereto incorporated by reference in this prospectus. The selected consolidated historical financial and operating data as of September 30, 2013, and for the nine-month periods ended September 30, 2013 and 2012, have been derived from our historical unaudited interim consolidated financial statements and notes thereto incorporated by reference in this prospectus. In the opinion of management, these historical unaudited interim consolidated financial statements include all adjustments necessary for a fair presentation. The selected consolidated historical financial and operating data as of December 31, 2012 and 2011, and for each of the three years in the period ended December 31, 2012, have been derived from our historical audited consolidated financial statements and notes thereto incorporated by reference in this prospectus. The selected consolidated historical financial and operating data as of December 31, 2010, 2009 and 2008, and for the years ended December 31, 2009 and 2008, have been derived from our historical audited consolidated financial statements and notes thereto not included or incorporated by reference in this prospectus.

	Nine-Month Periods Ended September 30,				Years Ended December 31,
	2013		2012		2012		2011		2010		2009		2008
	(In millions)
Consolidated Statements of Operations Data (1):
Operating revenue	$	9,388	$	8,563	$	11,548	$	11,173	$	11,127	$	11,204	$	12,668
Depreciation and amortization		1,166		1,086		1,455		1,341		1,276		1,256		1,129
Total operating costs and expenses		7,156		6,522		8,981		8,489		8,625		8,739		9,840
Operating income		2,232		2,041		2,567		2,684		2,502		2,465		2,828
Interest expense, net of capitalized interest		835		847		1,122		1,156		1,171		1,234		1,279
Net income (2)		1,302		1,161		1,495		1,352		1,310		1,188		1,871
Net income attributable to MEHC shareholders (2)		1,274		1,145		1,472		1,331		1,238		1,157		1,850

	As of September 30, 2013		As of December 31,
			2012		2011		2010		2009		2008
	(In millions)
Consolidated Balance Sheets Data (1):
Property, plant and equipment, net	$	39,436	$	37,614	$	34,167	$	31,899	$	30,936	$	28,454
Total assets		56,160		52,467		47,718		45,668		44,684		41,441
Short-term debt		158		887		865		320		179		836
Long-term debt, including current maturities:
MEHC senior debt		4,621		4,621		5,363		5,371		5,371		5,121
MEHC subordinated debt		—		—		22		315		590		1,321
Subsidiary debt		18,171		16,114		13,687		13,805		13,791		12,954
Total MEHC shareholders’ equity		17,223		15,742		14,092		13,232		12,576		10,207

	Nine-Month Periods Ended September 30,						Years Ended December 31,
	2013			2012			2012			2011			2010			2009			2008
	(In millions, except ratios)
Other Consolidated Financial Data (1):
Capital expenditures	$	2,885		$	2,349		$	3,380		$	2,684		$	2,593		$	3,413		$	3,937
Net cash flows from operating activities		3,683			3,682			4,327			3,220			2,759			3,572			2,587
Net cash flows from investing activities		(3,621	)		(2,817	)		(4,321	)		(2,816	)		(2,484	)		(2,669	)		(4,344	)
Net cash flows from financing activities		1,047			704			477			(589	)		(234	)		(758	)		866
Ratio of earnings to fixed charges (2)(3)		2.6	x		2.4	x		2.3	x		2.3	x		2.2	x		2.1	x		3.0	x

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(1) The tables set forth above do not include any financial or operating data relating to NV Energy, which we acquired on December 19, 2013.

(2) Reflects the $646 million after-tax gain recognized in 2008 on the termination of the Constellation Energy Group, Inc. merger agreement.

(3) For purposes of calculating the ratio of earnings to fixed charges, earnings are divided by fixed charges. The term earnings is the amount resulting from adding and subtracting the following items. Add the following: (a) income before income tax expense and equity income, (b) fixed charges and (c) distributions from equity investees. Subtract the following: (a) capitalized interest of our non-rate regulated subsidiaries and (b) the pre-tax earnings required to cover any preferred stock dividend requirements of consolidated subsidiaries, which represents preferred dividends multiplied by the ratio which pre-tax income bears to pre-tax income. Fixed charges represent the aggregate of (a) interest costs, (b) amortization of deferred financing costs and unamortized discounts or premiums relating to any indebtedness, (c) estimated interest portion of rental payments and (d) pre-tax earnings required to cover any preferred stock dividend requirements of consolidated subsidiaries.

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DESCRIPTION OF THE NOTES

The Initial Notes were, and the Exchange Notes will be, issued pursuant to a supplemental indenture to the indenture, dated as of October 4, 2002, as amended to date, between us and The Bank of New York Mellon Trust Company, N.A., as trustee. The term “indenture” when used in this prospectus will refer to the indenture as amended by all supplemental indentures executed and delivered on or prior to the date on which the Notes are issued and sold. The terms of the Notes include those stated in the indenture and those made part of the indenture by reference to the U.S. Trust Indenture Act of 1939, as amended.

On October 4, 2002, we issued $200,000,000 of our 4.625% Senior Notes due 2007 (hereafter referred to as the series A notes) and $500,000,000 of our 5.875% Senior Notes due 2012 (hereafter referred to as the series B notes), on May 16, 2003, we issued $450,000,000 of our 3.50% Senior Notes due 2008 (hereafter referred to as the series C notes), on February 12, 2004, we issued $250,000,000 of our 5.00% Senior Notes due 2014 (hereafter referred to as the series D notes), on March 24, 2006, we issued $1,700,000,000 of our 6.125% Senior Bonds due 2036 (hereafter referred to as the series E bonds), on May 11, 2007, we issued $550,000,000 of our 5.95% Senior Bonds due 2037 (hereafter referred to as the series F bonds), on August 28, 2007, we issued $1,000,000,000 of our 6.50% Senior Bonds due 2037 (hereafter referred to as the series G bonds), on March 28, 2008, we issued $650,000,000 of our 5.75% Senior Notes due 2018 (hereafter referred to as the series H notes), and on July 7, 2009, we issued $250,000,000 of our 3.15% Senior Notes due 2012 (hereafter referred to as the series I notes), in each case pursuant to the indenture. The series A notes, the series B notes, the series C notes and the series I notes have been repaid in full. Unless otherwise indicated, references hereafter to the “securities” in this prospectus include the series D notes, the series E bonds, the series F bonds, the series G bonds, the series H notes and the Notes (and any other series of notes or other securities hereafter issued and outstanding under a supplemental indenture or otherwise pursuant to the indenture), except that any references to “securities” in this prospectus related to a determination of whether a “Change of Control” has occurred (and the related definitions) refer only to the series of securities issued under the indenture other than the series D notes. The principal difference between the Change of Control provisions for the series D notes and the comparable provisions for other series of securities issued under the indenture relates to the definition of the applicable “Rating Decline.”

The following description is a summary of the material provisions of the indenture and the related registration rights agreement. It does not restate those agreements in their entirety. We urge you to read the indenture and the registration rights agreement because they, and not this description, define your rights as a holder of the Notes. The definitions of certain capitalized terms used in the following summary are set forth below under “—Definitions.”

General

The indenture does not limit the aggregate principal amount of the debt securities that may be issued thereunder and provides that debt securities may be issued from time to time in one or more series.

The 2017 Initial Notes were initially offered in the aggregate principal amount of $400,000,000, the 2018 Initial Notes were initially offered in the aggregate principal amount of $350,000,000, the 2023 Initial Notes were initially offered in the aggregate principal amount of $500,000,000 and the 2043 Initial Notes were initially offered in the aggregate principal amount of $750,000,000. We may, without the consent of the holders, increase such principal amount in the future on the same terms and conditions (except for the issue date and offering price and, if applicable, the initial interest payment date and the initial interest accrual date) and with the same CUSIP number(s) as the Notes.

The 2017 Initial Notes bear, and the 2017 Exchange Notes will bear, interest at the rate of 1.100% per annum and will mature on May 15, 2017. The 2018 Initial Notes bear, and the 2018 Exchange Notes will bear, interest at the rate of 2.000% per annum and will mature on November 15, 2018. The 2023 Initial Notes bear, and the 2023 Exchange Notes will bear, interest at the rate of 3.750% per annum and will mature on November 15,

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2023. The 2043 Initial Notes bear, and the 2043 Exchange Notes will bear, interest at the rate of 5.150% per annum and will mature on November 15, 2043. Interest on each series of Notes will be payable semi-annually in arrears on each May 15 and November 15, commencing May 15, 2014, to the holders thereof at the close of business on the preceding May 1 and November 1, respectively (whether or not a business day). Interest on each series of the Notes will be computed on the basis of a 360-day year of twelve 30-day months.

Each series of Initial Notes were, and each series of Exchange Notes will be, issued without coupons and in fully registered form only in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

We file certain reports and other information with the SEC in accordance with the requirements of Sections 13 and 15(d) under the Exchange Act. See “Where You Can Find More Information.” At any time that Sections 13 and 15(d) cease to apply to us, we have covenanted in the indenture to file comparable reports and information with the trustee and the SEC, and mail such reports and information to holders of securities at their registered addresses, for so long as any securities remain outstanding.

If (i) a registration statement of which this prospectus is a part is not declared effective by the SEC within 365 days after the closing date of the offering of the Initial Notes, (ii) a shelf registration statement with respect to the resale of the Notes which is required under the registration rights agreement is not declared effective by the SEC within 150 days after our obligation to file such shelf registration statement arises (but in any event not prior to 365 days after the closing date of the offering of the Initial Notes) or (iii) any of the foregoing registration statements (or the prospectuses related thereto) after being declared effective by the SEC cease to be so effective or usable (subject to certain exceptions) in connection with certain resales of the Initial Notes or Exchange Notes for the periods specified and in accordance with the registration rights agreement, the interest rate on the Notes that are then subject to such cessation or other registration default will increase by 0.50% from and including the date on which any such event occurs until such event ceases to be continuing. The Exchange Offer and the registration rights are more fully described under “The Exchange Offer.”

Any Initial Notes that remain outstanding after the consummation of the Exchange Offer, together with all Exchange Notes issued in connection with the Exchange Offer, will be treated as a single class of securities under the indenture.

Optional Redemption

The 2017 Initial Notes are, and the 2017 Exchange Notes will be, redeemable, in whole or in part, at our option, at any time or from time to time prior to May 15, 2017, at a redemption price equal to the sum of (a) the greater of (i) 100% of the principal amount of the 2017 Initial Notes and 2017 Exchange Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the redemption date to the maturity date (not including any portion of such payments of interest accrued to the redemption date), computed by discounting such payments, in each case to, but not including, the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points (the “2017 Make-Whole Amount”), plus (b) accrued interest on the principal amount thereof to, but not including, the redemption date.

The 2018 Initial Notes are, and the 2018 Exchange Notes will be, redeemable, in whole or in part, at our option, at any time or from time to time prior to October 15, 2018, at a redemption price equal to the sum of (a) the greater of (i) 100% of the principal amount of the 2018 Initial Notes and 2018 Exchange Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the redemption date to the maturity date (not including any portion of such payments of interest accrued to the redemption date), computed by discounting such payments, in each case to, but not including, the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points (the “2018 Make-Whole Amount”), plus (b) accrued interest on the principal amount thereof to, but not including, the redemption date.

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On and after October 15, 2018, we may redeem all or any part of the 2018 Initial Notes and the 2018 Exchange Notes, at our option, at any time or from time to time, at a redemption price equal to 100% of the principal amount of the 2018 Initial Notes and the 2018 Exchange Notes to be redeemed, plus any accrued and unpaid interest thereon to, but not including, the redemption date.

The 2023 Initial Notes are, and the 2023 Exchange Notes will be, redeemable, in whole or in part, at our option, at any time or from time to time prior to August 15, 2023, at a redemption price equal to the sum of (a) the greater of (i) 100% of the principal amount of the 2023 Initial Notes and 2023 Exchange Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the redemption date to the maturity date (not including any portion of such payments of interest accrued to the redemption date), computed by discounting such payments, in each case to, but not including, the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points (the “2023 Make-Whole Amount”), plus (b) accrued interest on the principal amount thereof to, but not including, the redemption date.

On and after August 15, 2023, we may redeem all or any part of the 2023 Initial Notes and the 2023 Exchange Notes, at our option, at any time or from time to time, at a redemption price equal to 100% of the principal amount of the 2023 Initial Notes and 2023 Exchange Notes to be redeemed, plus any accrued and unpaid interest thereon to, but not including, the redemption date.

The 2043 Initial Notes are, and the 2043 Exchange Notes will be, redeemable, in whole or in part, at our option, at any time or from time to time prior to May 15, 2043, at a redemption price equal to the sum of (a) the greater of (i) 100% of the principal amount of the 2043 Initial Notes and 2043 Exchange Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the redemption date to the maturity date (not including any portion of such payments of interest accrued to the redemption date), computed by discounting such payments, in each case to, but not including, the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points (the “2043 Make-Whole Amount”), plus (b) accrued interest on the principal amount thereof to, but not including, the redemption date.

On and after May 15, 2043, we may redeem all or any part of the 2043 Initial Notes and the 2043 Exchange Notes, at our option, at any time or from time to time, at a redemption price equal to 100% of the principal amount of the 2043 Initial Notes and 2043 Exchange Notes to be redeemed, plus any accrued and unpaid interest thereon to, but not including, the redemption date.

For purposes of determining the 2017 Make-Whole Amount, the 2018 Make-Whole Amount, the 2023 Make-Whole Amount and the 2043 Make-Whole Amount, the following definitions apply:

“Comparable Treasury Issue” means, with respect to a series of Notes, the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes of such series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes.

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

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

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

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

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

Notice of any redemption is required to be mailed at least 30 days but not more than 60 days before the redemption date to each registered holder of Notes to be redeemed.

If less than all of the Notes of a series are to be redeemed at any time, selection of the Notes of a series for redemption is required to be made by the trustee by such method as the Notes trustee deems fair and appropriate.

Upon the payment of the redemption price, plus any accrued and unpaid interest, if any, to the date of redemption, interest will cease to accrue on and after the applicable redemption date on the Notes or such series or portions thereof called for redemption.

No Sinking Fund

No series of the Notes will be subject to any mandatory sinking fund.

Ranking

Each series of the Notes are our general, unsecured senior obligations and will rank pari passu in right of payment with all of our other existing and future senior unsecured obligations (including the series D notes, the series E bonds, the series F bonds, the series G bonds and the series H notes) and senior in right of payment to all of our existing and future subordinated obligations. The Notes will be effectively subordinated to all of our existing and future secured obligations and to all existing and future obligations of our Subsidiaries. As of September 30, 2013, our outstanding senior indebtedness was approximately $4.6 billion, which does not include the $2.0 billion of Initial Notes. This amount excludes (i) our commitments to provide equity contributions in support of the construction of certain solar projects, totaling $3.0 billion as of September 30, 2013, and (ii) our guarantees and letters of credit in respect of our Subsidiaries and equity method investments, aggregating approximately $229 million as of September 30, 2013. Our Subsidiaries also have significant amounts of indebtedness. As of September 30, 2013, our consolidated Subsidiaries had outstanding indebtedness totaling approximately $18.2 billion, excluding (i) any trade debt, (ii) preferred stock obligations, (iii) our Subsidiaries’ letters of credit in respect of their indebtedness, or (iv) our share of the outstanding indebtedness of our own or our Subsidiaries’ equity method investments. In addition, upon completion of the NV Energy Transaction on December 19, 2013, we acquired subsidiaries that had outstanding debt of $4.921 billion as of September 30, 2013.

Covenants

Except as set forth under “—Defeasance and Discharge—Covenant Defeasance” below, for so long as any securities remain outstanding, we will comply with the terms of the covenants set forth below.

Restrictions on Liens

We will not be permitted to pledge, mortgage, hypothecate or permit to exist any pledge, mortgage or other Lien upon any property or assets at any time directly owned by us to secure any indebtedness for money

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borrowed which is incurred, issued, assumed or guaranteed by us (“Indebtedness for Borrowed Money”), without making effective provisions whereby the outstanding securities will be equally and ratably secured with any and all such Indebtedness for Borrowed Money and with any other Indebtedness for Borrowed Money similarly entitled to be equally and ratably secured; provided, however, that this restriction will not apply to or prevent the creation or existence of:

(1) any Liens existing prior to the issuance of the securities;

(2) purchase money Liens which do not exceed the cost or value of the purchased property or assets;

(3) any Liens not to exceed 10% of Consolidated Net Tangible Assets; and

(4) any Liens on property or assets granted in connection with extending, renewing, replacing or refinancing in whole or in part the Indebtedness for Borrowed Money (including, without limitation, increasing the principal amount of such Indebtedness for Borrowed Money) secured by Liens described in the foregoing clauses (1) through (3), provided that the Liens in connection with any such extension, renewal, replacement or refinancing will be limited to the specific property or assets that was subject to the original Lien.

In the event that we propose to pledge, mortgage or hypothecate or permit to exist any pledge, mortgage or other Lien upon any property or assets at any time directly owned by us to secure any Indebtedness for Borrowed Money, other than as permitted by clauses (1) through (4) of the previous paragraph, we are required to give prior written notice thereof to the trustee and we are required, prior to or simultaneously with such pledge, mortgage or hypothecation, to secure effectively all the securities equally and ratably with such Indebtedness for Borrowed Money.

The foregoing covenant will not restrict the ability of our Subsidiaries and affiliates to pledge, mortgage, hypothecate or permit to exist any mortgage, pledge or Lien upon their property or assets, in connection with project financings or otherwise.

Consolidation, Merger, Conveyance, Sale or Lease

So long as any securities are outstanding, we will not be permitted to consolidate with or merge with or into any other person, or convey, transfer or lease our consolidated properties and assets substantially as an entirety to any person, or permit any person to merge into or consolidate with us, unless (1) we are the surviving or continuing corporation or the surviving or continuing corporation or purchaser or lessee is a corporation incorporated under the laws of the United States, one of the states thereof or the District of Columbia or Canada and assumes our obligations under the securities and under the indenture and (2) immediately before and after such transaction, no event of default under the indenture shall have occurred and be continuing.

Except for a sale of our consolidated properties and assets substantially as an entirety as provided above, and other than properties or assets required to be sold to conform with laws or governmental regulations, we will not be permitted, directly or indirectly, to sell or otherwise dispose of any of our consolidated properties or assets (other than short-term, readily marketable investments purchased for cash management purposes with funds not representing the proceeds of other asset sales) if on a pro forma basis, the aggregate net book value of all such sales during the most recent 12-month period would exceed 10% of Consolidated Net Tangible Assets computed as of the end of the most recent quarter preceding such sale; provided, however, that (1) any such sales shall be disregarded for purposes of this 10% limitation if the net proceeds are invested in properties or assets in similar or related lines of business of us and our Subsidiaries, including, without limitation, any of the lines of business in which we or any of our Subsidiaries are engaged on the date of such sale or disposition, and (2) we may sell or otherwise dispose of consolidated properties and assets in excess of such 10% limitation if the net proceeds from such sales or dispositions, which are not reinvested as provided above, are retained by us as cash or Cash Equivalents or used to retire Indebtedness for Borrowed Money of us (other than Indebtedness for Borrowed Money which is subordinated to the securities) and our Subsidiaries.

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The covenant described immediately above includes a phrase relating to a conveyance, transfer or lease of our consolidated properties and assets “substantially as an entirety.” Although there is a limited body of case law interpreting the phrase “substantially as an entirety,” there is no precise established definition of the phrase under applicable law. Accordingly, the nature and extent of the restriction on our ability to convey, transfer or lease our consolidated properties or assets substantially as an entirety, and the protections provided to the holders of securities by such restriction, may be uncertain.

Purchase of Securities Upon a Change of Control

Upon the occurrence of a Change of Control, each holder of the securities will have the right to require that we repurchase all or any part of such holder’s securities at a purchase price in cash equal to 101% of the principal thereof on the date of purchase plus any accrued interest, if any, to the date of purchase.

The Change of Control provisions may not be waived by the trustee or by our board of directors, and any modification thereof must be approved by each holder. Nevertheless, the Change of Control provisions will not necessarily afford protection to holders, including protection against an adverse effect on the value of the securities of any series, including the Notes of each series, in the event that we or our Subsidiaries incur additional Debt, whether through recapitalizations or otherwise.

Within 30 days following a Change of Control, we will mail a notice to each holder of the securities with a copy to the trustee, stating the following:

(1) that a Change of Control has occurred and that such holder has the right to require us to purchase such holder’s securities at the purchase price described above, in principal amounts of $2,000 and integral multiples of $1,000 in excess thereof (the “Change of Control Offer”), provided that any unpurchased portion of a note must be in a principal amount equal to $2,000 or an integral of $1,000 in excess thereof;

(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to pro forma historical income, cash flow and capitalization after giving effect to such Change of Control);

(3) the purchase date (which will not be earlier than 30 days nor later than 60 days from the date such notice is mailed) (the “Purchase Date”);

(4) that after the Purchase Date interest on such security will continue to accrue (except as provided in clause (5));

(5) that any security properly tendered pursuant to the Change of Control Offer will cease to accrue interest after the Purchase Date (assuming sufficient moneys for the purchase thereof are deposited with the trustee);

(6) that holders electing to have a security purchased pursuant to a Change of Control Offer will be required to surrender the security, with the form entitled “Option of Holder To Elect Purchase” on the reverse of the security completed, to the paying agent at the address specified in the notice prior to the close of business on the fifth business day prior to the Purchase Date;

(7) that a holder will be entitled to withdraw such holder’s election if the paying agent receives, not later than the close of business on the third business day (or such shorter periods as may be required by applicable law) preceding the Purchase Date, facsimile transmission or letter setting forth the name of the holder, the principal amount of securities the holder delivered for purchase, and a statement that such holder is withdrawing his election to have such securities of such series purchased; and

(8) that holders that elect to have their securities purchased only in part will be issued new securities having a principal amount equal to the portion of the securities that were surrendered but not tendered and purchased.

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On the Purchase Date, we will be required to (1) accept for payment all securities or portions thereof tendered pursuant to the Change of Control Offer, (2) deposit with the trustee money sufficient to pay the purchase price of all securities or portions thereof so tendered for purchase and (3) deliver or cause to be delivered to the trustee the securities properly tendered together with an officer’s certificate identifying the securities or portions thereof tendered to us for purchase. The trustee will promptly mail, to the holders of the securities properly tendered and purchased, payment in an amount equal to the purchase price, and promptly authenticate and mail to each holder a new security having a principal amount equal to any portion of such holder’s securities that were surrendered but not tendered and purchased. We will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Purchase Date.

If we are prohibited by applicable law from making the Change of Control Offer or purchasing securities of any series, including the Notes of each series, thereunder, we need not make a Change of Control Offer pursuant to this covenant for so long as such prohibition is in effect.

We will be required to comply with all applicable tender offer rules, including, without limitation, Rule 14e-1 under the Exchange Act, in connection with a Change of Control Offer.

Events of Default

An event of default with respect to the securities of any series, including the Notes of each series, is defined in the indenture as being any one of the following events:

(1) default as to the payment of principal of, or premium, if any, on any security of that series or as to any payment required in connection with a Change of Control;

(2) default as to the payment of interest on any security of that series for 30 days after payment is due;

(3) failure to make a Change of Control Offer required under the covenants described under “Purchase of Securities Upon a Change of Control” above or a failure to purchase the securities of that series tendered in respect of such Change of Control Offer;

(4) default in the performance, or breach, of any of our covenants, agreements or warranties contained in the indenture and the securities of that series and such failure continues for 30 days after written notice is given to us by the trustee or to us and the trustee by the holders of at least a majority in aggregate principal amount outstanding of the securities of that series, as provided in the indenture;

(5) default on any other Debt of ours or any Significant Subsidiary (other than Debt that is Non- Recourse to us) if either (x) such default results from failure to pay principal of such Debt in excess of $100 million when due after any applicable grace period or (y) as a result of such default, the maturity of such Debt has been accelerated prior to its scheduled maturity and such default has not been cured within the applicable grace period, and such acceleration has not been rescinded, and the principal amount of such Debt, together with the principal amount of any other Debt of ours and our Significant Subsidiaries (not including Debt that is Non-Recourse to us) that is in default as to principal, or the maturity of which has been accelerated, aggregates $100 million or more;

(6) the entry by a court of one or more judgments or orders against us or any Significant Subsidiary for the payment of money that in the aggregate exceeds $100 million (excluding (i) the amount thereof covered by insurance or by a bond written by a person other than an affiliate of ours (other than, with respect to the series D notes, the series E, the series F, the series G bonds, the series H notes and the Notes, Berkshire Hathaway or any of its affiliates that provide commercial insurance in the ordinary course of their business) and (ii) judgments that are Non-Recourse to us), which judgments or orders have not been vacated, discharged or satisfied or stayed pending appeal within 60 days from the entry thereof, provided that such a judgment or order will not be an event of default if such judgment or order does not require any payment by us; and

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(7) certain events involving bankruptcy, insolvency or reorganization of us or any of our Significant Subsidiaries.

The indenture provides that the trustee may withhold notice to the holders of any default (except in payment of principal of, premium, if any, or interest on any series of securities and any payment required in connection with a Change of Control) if the trustee considers it in the interest of holders to do so.

The indenture provides that if an event of default with respect to the securities of any series at the time outstanding, including the Notes of each series (other than an event of bankruptcy, insolvency or reorganization of us or a Significant Subsidiary) has occurred and is continuing, either the trustee or (i) in the case of any event of default described in clause (1) or (2) above, the holders of at least 33% in aggregate principal amount of the securities of that series then outstanding, or (ii) in the case of any other event of default, the holders of at least a majority in aggregate principal amount of the securities of that series then outstanding, may declare the principal of and any accrued interest on all securities of that series to be due and payable immediately, but upon certain conditions such declaration may be annulled and past defaults (except, unless theretofore cured, a default in payment of principal of, premium, if any, or interest on the securities of that series or any payment required in connection with a Change of Control) may be waived by the holders of a majority in principal amount of the securities of that series then outstanding. If an event of default due to the bankruptcy, insolvency or reorganization of us or a Significant Subsidiary occurs, the indenture provides that the entire principal amount of and any interest accrued on all securities will become immediately due and payable without any action by the trustee, the holders of securities or any other person.

The holders of a majority in principal amount of the securities of any series then outstanding, including the Notes of each series, will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the indenture with respect to the securities of such series, subject to certain limitations specified in the indenture, provided that the holders of securities of such series must have offered to the trustee reasonable indemnity against expenses and liabilities.

The indenture requires the annual filing by us with the trustee of a written statement as to our knowledge of the existence of any default in the performance and observance of any of the covenants contained in the indenture.

Modification of the Indenture

The indenture contains provisions permitting us and the trustee, with the consent of the holders of not less than a majority in principal amount of the outstanding securities of each series affected by the modification, including the Notes, to modify the indenture or the rights of the holders of such series, except that no such modification may (1) extend the stated maturity of the principal of or any installment of interest on the securities, reduce the principal amount thereof or the interest rate thereon, reduce any premium payable on redemption or purchase thereof, impair the right of any holder to institute suit for the enforcement of any such payment on or after the stated maturity thereof or make any change in the covenants regarding a Change of Control or the related definitions without the consent of the holder of each outstanding security so affected, or (2) reduce the percentage of any series of securities, the consent of the holders of which is required for any such modification, without the consent of the holders of all series of securities then outstanding.

Defeasance and Discharge

Legal Defeasance

The indenture provides that we will be deemed to have paid and will be discharged from any and all obligations in respect of the Notes of each series or any other series of securities issued thereunder on the 123rd day after the deposit referred to below has been made (or immediately if an opinion of counsel is delivered to the

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effect described in clause (B)(3)(y) below), and the provisions of the indenture will cease to be applicable with respect to the securities of such series (except for, among other matters, certain obligations to register the transfer or exchange of the securities of such series, to replace stolen, lost or mutilated securities of such series, to maintain paying agents and to hold monies for payment in trust) if, among other things:

(A) We have deposited with the trustee, in trust, money and/or U.S. Government Obligations that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of, premium, if any, and accrued and unpaid interest on the applicable securities, on the respective stated maturities of the securities or, if we make arrangements satisfactory to the trustee for the redemption of the securities prior to their stated maturity, on any earlier redemption date in accordance with the terms of the indenture and the applicable securities;

(B) We have delivered to the trustee:

(1) either (x) an opinion of counsel to the effect that holders of securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred and we had paid or redeemed such securities on the applicable stated maturity dates, which opinion of counsel must be based upon a ruling of the U.S. Internal Revenue Service (the “IRS”) to the same effect or a change in applicable U.S. federal income tax law or related Treasury regulations after the date of the indenture, or (y) a ruling directed to the trustee or we received from the IRS to the same effect as the aforementioned opinion of counsel;

(2) an opinion of counsel to the effect that the creation of the defeasance trust does not violate the U.S. Investment Company Act of 1940; and

(3) an opinion of counsel to the effect that either (x) after the passage of 123 days following the deposit referred to in clause (A) above, the trust fund will not be subject to the effect of Section 547 or 548 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law or (y) based upon existing precedents, if the matter were properly briefed, a court should hold that the deposit of moneys and/or U.S. Government Obligations as provided in clause (A) above would not constitute a preference voidable under Section 547 or 548 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;

(C) if at such time the securities are listed on a national securities exchange, we have delivered to the trustee an opinion of counsel to the effect that the securities will not be delisted as a result of such deposit, defeasance and discharge; and

(D) immediately after giving effect to such deposit referred to in clause (A) above on a pro forma basis, no event of default under the indenture, or event that after the giving of notice or lapse of time or both would become an event of default, will have occurred and be continuing on the date of such deposit or (unless an opinion of counsel is delivered to the effect described in clause (B)(3)(y) above) during the period ending on the 123rd day after the date of such deposit, and such deposit and discharge will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which we are a party or by which we are bound.

Covenant Defeasance

The indenture further provides that the provisions of the covenants described herein under “Covenants—Restrictions on Liens,” “—Consolidation, Merger, Conveyance, Sale or Lease” and “Purchase of Securities Upon a Change of Control,” clauses (3) and (4) under “Events of Default” with respect to such covenants, clause (2) under “Events of Default” with respect to offers to purchase upon a Change of Control as described above

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and clauses (5) and (6) under “Events of Default” will cease to be applicable to us and our Subsidiaries upon the satisfaction of the provisions described in clauses (A), (B), (C) and (D) of the preceding paragraph; provided, however, that with respect to such covenant defeasance, the opinion of counsel described in clause (B)(1)(x) above need not be based upon any ruling of the IRS or change in applicable U.S. federal income tax law or related Treasury regulations.

Defeasance and Certain Other Events of Default

If we exercise our option to omit compliance with certain covenants and provisions of the indenture with respect to the securities of any series, including the Notes of each series, as described in the immediately preceding paragraph and any series of securities is declared due and payable because of the occurrence of an event of default that remains applicable, the amount of money and/or U.S. Government Obligations on deposit with the trustee will be sufficient to pay amounts due on such securities at the time of their stated maturity or scheduled redemption, but may not be sufficient to pay amounts due on such securities at the time of acceleration resulting from such event of default. We will remain liable for such payments.

Governing Law

The indenture and the securities will be governed by, and construed in accordance with, the law of the State of New York, including Section 5-1401 of the New York General Obligations Law, but otherwise without regard to conflict of laws rules.

Trustee

The Bank of New York Mellon Trust Company, N.A. is the trustee under the indenture. The Bank of New York Mellon Trust Company, N.A. (or one of its affiliates) currently serves, and may in the future serve, as trustee under indentures evidencing other indebtedness of ours and our affiliates. The Bank of New York Mellon Trust Company, N.A. (or one of its affiliates) is also, and may in the future be, a lender under credit facilities for us and our affiliates. The trustee will be under no obligation to exercise any of the rights or powers vested in it by the indenture at the request or direction of any of the holders pursuant to the indenture, unless such holders have offered to the trustee security or indemnity satisfactory to the trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

Definitions

Set forth below is a summary of certain of the defined terms used in the covenants and other provisions of the indenture. Reference is made to the indenture for the full definitions of all such terms as well as any other capitalized terms used herein for which no definition is provided.

“Attributable Value” means, as to a Capitalized Lease Obligation under which any person is at the time liable and at any date as of which the amount thereof is to be determined, the capitalized amount thereof that would appear on the face of a balance sheet of such person in accordance with GAAP.

“Berkshire Hathaway” means Berkshire Hathaway Inc. and any Subsidiary of Berkshire Hathaway Inc.

“Capital Stock” means, with respect to any person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) in, or interests (however designated) in, the equity of such person that is outstanding or issued on or after the date of the indenture, including, without limitation, all common stock and preferred stock and partnership and joint venture interests in such person.

“Capitalized Lease” means, as applied to any person, any lease of any property of which the discounted present value of the rental obligations of such person as lessee, in conformity with GAAP, is required to be capitalized on the balance sheet of such person, and “Capitalized Lease Obligation” means the rental obligations, as aforesaid, under any such lease.

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“Cash Equivalent” means any of the following:

(1) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the U.S. is pledged in support thereof);

(2) time deposits and certificates of deposit of any commercial bank organized in the United States having capital and surplus in excess of $500,000,000 or any commercial bank organized under the laws of any other country having total assets in excess of $500,000,000 with a maturity date not more than two years from the date of acquisition;

(3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (1) or (5) of this definition that were entered into with any bank meeting the qualifications set forth in clause (2) of this definition or another financial institution of national reputation;

(4) direct obligations issued by any state or other jurisdiction of the United States or any other country or any political subdivision or public instrumentality thereof maturing, or subject to tender at the option of the holder thereof, within 90 days after the date of acquisition thereof and, at the time of acquisition, having a rating of at least A from S&P or A-2 from Moody’s (or, if at any time neither S&P nor Moody’s may be rating such obligations, then from another nationally recognized rating service acceptable to the trustee);

(5) commercial paper issued by (a) the parent corporation of any commercial bank organized in the United States having capital and surplus in excess of $500,000,000 or any commercial bank organized under the laws of any other country having total assets in excess of $500,000,000, and (b) others having one of the two highest ratings obtainable from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s may be rating such obligations, then from another nationally recognized rating service acceptable to the trustee) and in each case maturing within one year after the date of acquisition;

(6) overnight bank deposits and bankers’ acceptances at any commercial bank organized in the United States having capital and surplus in excess of $500,000,000 or any commercial bank organized under the laws of any other country having total assets in excess of $500,000,000;

(7) deposits available for withdrawal on demand with any commercial bank organized in the United States having capital and surplus in excess of $500,000,000 or any commercial bank organized under the laws of any other country having total assets in excess of $500,000,000;

(8) investments in money market funds substantially all of whose assets comprise securities of the types described in clauses (1) through (6) and (9) of this definition; and

(9) auction rate securities or money market preferred stock having one of the two highest ratings obtainable from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s may be rating such obligations, then from another nationally recognized rating service acceptable to the trustee).

“Change of Control” means the occurrence of one or more of the following events:

(1) a transaction pursuant to which Berkshire Hathaway ceases to own, on a diluted basis, at least a majority of our issued and outstanding common stock; or

(2) we or our Subsidiaries sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all the property of ours and our Subsidiaries taken as a whole to any person or entity other than an entity at least a majority of the issued and outstanding common stock of which is owned by Berkshire Hathaway, calculated on a diluted basis as described above;

provided that with respect to the foregoing subparagraphs (1) and (2), a Change of Control will not be deemed to have occurred unless and until a Rating Decline has occurred as well.

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“Consolidated Net Tangible Assets” means, as of the date of any determination thereof, the total amount of all of our assets determined on a consolidated basis in accordance with GAAP as of such date less the sum of (a) our consolidated current liabilities determined in accordance with GAAP and (b) assets properly classified as Intangible Assets.

“Currency Protection Agreement” means, with respect to any person, any foreign exchange contract, currency swap agreement or other similar agreement or arrangement intended to protect such person against fluctuations in currency values to or under which such person is a party or a beneficiary on the date of the indenture or becomes a party or a beneficiary thereafter.

“Debt” means, with respect to any person, at any date of determination (without duplication):

(1) all Indebtedness for Borrowed Money of such person;

(2) all obligations of such person evidenced by notes, bonds, securities or other similar instruments;

(3) all obligations of such person in respect of letters of credit, bankers’ acceptances, surety, bid, operating and performance bonds, performance guarantees or other similar instruments or obligations (or reimbursement obligations with respect thereto) (except, in each case, to the extent incurred in the ordinary course of business);

(4) all obligations of such person to pay the deferred purchase price of property or services, except Trade Payables;

(5) the Attributable Value of all obligations of such person as lessee under Capitalized Leases;

(6) all Debt of others secured by a Lien on any Property of such person, whether or not such Debt is assumed by such person, provided that, for purposes of determining the amount of any Debt of the type described in this clause, if recourse with respect to such Debt is limited to such Property, the amount of such Debt will be limited to the lesser of the fair market value of such Property or the amount of such Debt;

(7) all Debt of others Guaranteed by such person to the extent such Debt is Guaranteed by such person;

(8) all Redeemable Stock valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(9) to the extent not otherwise included in this definition, all net obligations of such person under Currency Protection Agreements and Interest Rate Protection Agreements.

For purposes of determining any particular amount of Debt that is or would be outstanding, Guarantees of, or obligations with respect to letters of credit or similar instruments supporting (to the extent the foregoing constitutes Debt), Debt otherwise included in the determination of such particular amount will not be included. For purposes of determining compliance with the indenture, in the event that an item of Debt meets the criteria of more than one of the types of Debt described in the above clauses, we, in our sole discretion, will classify such item of Debt and only be required to include the amount and type of such Debt in one of such clauses.

“Guarantee” means any obligation, contingent or otherwise, of any person directly or indirectly guaranteeing any Debt of any other person and, without limiting the generality of the foregoing, any Debt obligation, direct or indirect, contingent or otherwise, of such person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt of such other person (whether arising by virtue of partnership arrangements (other than solely by reason of being a general partner of a partnership), or by agreement to keep-well, to purchase assets, goods, securities or services or to take-or-pay, or to maintain financial statement conditions or otherwise) or (2) entered into for purposes of assuring in any other manner the obligee of such Debt of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), provided that the term “Guarantee” will not include endorsements for collection or deposit in the ordinary course of business or the grant of a lien in connection with any Non-Recourse Debt. The term “Guarantee” used as a verb has a corresponding meaning.

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“Intangible Assets” means, as of the date of determination thereof, all of our assets properly classified as intangible assets determined on a consolidated basis in accordance with GAAP.

“Interest Rate Protection Agreement” means, with respect to any person, any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement intended to protect such person against fluctuations in interest rates to or under which such person or any of its Subsidiaries is a party or a beneficiary on the date of the indenture or becomes a party or a beneficiary thereafter.

“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form.

“Lien” means, with respect to any Property, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such Property, but will not include any partnership, joint venture, shareholder, voting trust or similar governance agreement with respect to Capital Stock in a Subsidiary or Joint Venture. For purposes of the indenture, we will be deemed to own subject to a Lien any Property that we have acquired or hold subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such Property.

“Non-Recourse” means any Debt or other obligation (or that portion of such Debt or other obligation) that is without recourse to us or any property or assets directly owned by us (other than a pledge of the equity interests in any of our Subsidiaries, to the extent recourse to us under such pledge is limited to such equity interests).

“Property” of any person means all types of real, personal, tangible or mixed property owned by such person whether or not included in the most recent consolidated balance sheet of such person under GAAP.

“Rating Agencies” means (1) Standard and Poor’s, a division of McGraw Hill Financial, Inc. (“S&P”), and (2) Moody’s Investors Service, Inc. (“Moody’s”) or (3) if S&P or Moody’s or both do not make a rating of the securities publicly available, a nationally recognized securities rating agency or agencies, as the case may be, selected by us, which will be substituted for S&P, Moody’s or both, as the case may be.

“Rating Decline” means the occurrence of the following on, or within 90 days after, the earlier of (1) the occurrence of a Change of Control and (2) the earlier of (x) the date of public notice of the occurrence of a Change of Control or (y) the date of the public notice of our intention to effect a Change of Control (the “Rating Date”), which period will be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrading by any of the Rating Agencies: the rating of such Notes by both such Rating Agencies is reduced below BBB+, in the case of S&P, and Baa1, in the case of Moody’s.

“Redeemable Stock” means any class or series of Capital Stock of any person that by its terms or otherwise is (1) required to be redeemed prior to the stated maturity of any series of the securities, (2) redeemable at the option of the holder of such class or series of Capital Stock at any time prior to the stated maturity of any series of the securities or (3) convertible into or exchangeable for Capital Stock referred to in clause (1) or (2) above or Debt having a scheduled maturity prior to the stated maturity of any series of the securities, provided that any Capital Stock that would not constitute Redeemable Stock but for provisions thereof giving holders thereof the right to require us to purchase or redeem such Capital Stock upon the occurrence of a “change of control” occurring prior to the stated maturity of any series of the securities will not constitute Redeemable Stock if the “change of control” provisions applicable to such Capital Stock are no more favorable to the holders of such Capital Stock than the provisions contained in the covenants described under “Purchase of Securities Upon a Change of Control” above.

“Redemption Date” means any date on which we redeem all or any portion of the securities in accordance with the terms of the indenture.

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“Significant Subsidiary” means a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Securities Act and the Exchange Act, substituting 20 percent for 10 percent each place it appears therein. Unless the context otherwise clearly requires, any reference to a “Significant Subsidiary” is a reference to a Significant Subsidiary of ours.

“Subsidiary” means, with respect to any person, including, without limitation, we and our Subsidiaries, any corporation or other entity of which such person owns, directly or indirectly, a majority of the Capital Stock or other ownership interests and has ordinary voting power to elect a majority of the board of directors or other persons performing similar functions.

“Trade Payables” means, with respect to any person, any accounts payable or any other indebtedness or monetary obligation to trade creditors incurred, created, assumed or Guaranteed by such person or any of its Subsidiaries or Joint Ventures arising in the ordinary course of business.

“U.S. Government Obligations” means any security that is (1) a direct obligation of the United States for the payment of which its full faith and credit is pledged or (2) an obligation of a person controlled or supervised by and acting as an agency or instrumentality of the United States, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, that, in the case of clause (1) or (2) is not callable or redeemable at the option of the issuer thereof, and will also include any depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligations or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt.

“Voting Stock” means, with respect to any person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors (or persons fulfilling similar responsibilities) of such person.

Global Notes; Book-Entry System

The Initial Notes were, and the Exchange Notes will be, issued under a book-entry system in the form of one or more global notes (each, a “Global Note”). Each Global Note with respect to the Initial Notes was, and each Global Note with respect to the Exchange Notes will be, deposited with, or on behalf of, a depositary, which will be The Depository Trust Company, New York, New York (the “Depositary”). The Global Notes with respect to the Initial Notes were, and the Global Notes with respect to the Exchange Notes will be, registered in the name of the Depositary or its nominee.

The Initial Notes were not issued in certificated form and, except under the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to physical delivery of the Notes in certificated form. The Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any nominee to a successor of the Depositary or a nominee of such successor.

The Depositary is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. The Depositary holds securities that its participants (“Direct Participants”) deposit with the Depositary. The Depositary also facilitates the post-trade settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Direct Participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities

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brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, including Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”). The Depositary is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC, in turn, is owned by a number of Direct Participants and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation and Emerging Markets Clearing Corporation, also subsidiaries of DTCC, as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc. Access to the Depositary system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The rules applicable to the Depositary and its Direct and Indirect Participants are on file with the SEC.

Purchases of the securities under the Depositary system must be made by or through Direct Participants, which will receive a credit for the securities on the Depositary’s records. The ownership interest of each actual purchaser of each security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from the Depositary of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in securities, except in the event that use of the book-entry system for the securities is discontinued.

To facilitate subsequent transfers, all Notes deposited by Direct Participants with the Depositary will be registered in the name of the Depositary’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of the Depositary. The deposit of Notes with the Depositary and their registration in the name of Cede & Co. or such other nominee effect no change in beneficial ownership. The Depositary has no knowledge of the actual Beneficial Owners of the Notes; the Depositary’s records reflect only the identity of the Direct Participants to whose accounts such Notes are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by the Depositary to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Neither the Depositary nor Cede & Co. (nor any other nominee of the Depositary) will consent or vote with respect to the Notes unless authorized by a Direct Participant in accordance with the Depositary’s procedures. Under its usual procedures, the Depositary mails an Omnibus Proxy to us as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal (and premium, if any) and interest payments on the Notes and any redemption payments will be made to Cede & Co. (or such other nominee as may be requested by an authorized representative of the Depositary). The Depositary’s practice is to credit Direct Participants’ accounts upon the Depositary’s receipt of funds and corresponding detail information from us or the trustee on the payable date in accordance with their respective holdings shown on the Depositary’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of the Depositary, the trustee or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal (and premium, if any), interest and any redemption proceeds to Cede & Co.

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(or such other nominee as may be requested by an authorized representative of the Depositary) is our responsibility, disbursements of such payments to Direct Participants shall be the responsibility of the Depositary, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.

The Depositary may discontinue providing its services as securities depositary with respect to the Notes at any time by giving reasonable notice to us or the trustee. Under such circumstances, in the event that a successor securities depositary is not obtained, certificated Notes are required to be printed and delivered. We may decide to discontinue use of the system of book-entry transfers through the Depositary (or a successor securities depositary). In that event, certificated Notes will be printed and delivered.

The information in this section concerning the Depositary and the Depositary’s book-entry system has been obtained from sources that we believe to be reliable but has not been independently verified by us, the initial purchasers or the trustee.

A Global Note of any series may not be transferred except as a whole by the Depositary to a nominee or successor of the Depositary or by a nominee of the Depositary to another nominee of the Depositary. A Global Note representing Notes is exchangeable, in whole but not in part, for Notes in definitive form of like tenor and terms if (1) the Depositary notifies us that it is unwilling or unable to continue as depositary for such Global Note or if at any time the Depositary is no longer eligible to be or in good standing as a “clearing agency” registered under the Exchange Act, and in either case, a successor depositary is not appointed by us within 120 days of receipt by us of such notice or of our becoming aware of such ineligibility, (2) while such Global Note is subject to the transfer restrictions described under “Transfer Restrictions,” the book-entry interests in such Global Note cease to be eligible for Depositary services because such Notes are neither (a) rated in one of the top four categories by a nationally recognized statistical rating organization nor (b) included within a Self-Regulatory Organization system approved by the SEC for the reporting of quotation and trade information of securities eligible for transfer pursuant to Rule 144A, or (3) we in our sole discretion (subject to the procedures of the Depositary) at any time determine not to have such Notes represented by a Global Note and notify the trustee thereof. A Global Note exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names and in such authorized denominations as the Depositary shall direct.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes the material U.S. federal income tax consequences of the exchange of Initial Notes for Exchange Notes. This discussion is based upon the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the U.S. Treasury Regulations promulgated thereunder, administrative pronouncements, rulings and judicial decisions, all as in effect on the date hereof and all of which are subject to change or differing interpretations, possibly with retroactive effect. This summary addresses only the U.S. federal income tax consequences of the exchange of Exchange Notes that are acquired in this offering in exchange for Initial Notes originally acquired at their initial offering for an amount of cash equal to their issue price and held as “capital assets” within the meaning of Section 1221 of the Code.

This summary does not address all of the U.S. federal income tax considerations that may be relevant to a particular holder in light of the holder’s individual circumstances or to holders subject to special rules under U.S. federal income tax laws, such as banks and other financial institutions, insurance companies, real estate investment trusts, regulated investment companies, tax-exempt organizations, entities and arrangements classified as partnerships for U.S. federal income tax purposes and other pass-through entities, dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting, persons liable for U.S. federal alternative minimum tax, U.S. holders whose functional currency is not the U.S. dollar, U.S. expatriates, and persons holding notes as part of a “straddle,” “hedge,” “conversion transaction,” or other integrated investment. The discussion does not address any foreign, state, local or non-income tax consequences of the exchange of Initial Notes for Exchange Notes.

This discussion is for general information purposes only, and is not intended to be and should not be construed to be, legal or tax advice to any particular holder. Holders are urged to consult their own tax advisors regarding the application of the U.S. federal income tax laws to their particular situations, the consequences under federal estate or gift tax laws, as well as foreign, state, or local laws and tax treaties, and the possible effects of changes in tax laws.

U.S. Federal Income Tax Consequences of the Exchange Offer to Holders of Initial Notes

The exchange of Initial Notes for Exchange Notes pursuant to the Exchange Offer will not be a taxable exchange for U.S. federal income tax purposes. Holders of Initial Notes will not recognize any taxable gain or loss as a result of such exchange and will have the same adjusted issue price, tax basis, and holding period in the Exchange Notes as they had in the Initial Notes immediately before the exchange. The U.S. federal income tax consequences of holding and disposing of the Exchange Notes will be the same as those applicable to the Initial Notes.

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CERTAIN ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the purchase and holding of the Exchange Notes by employee benefit plans that are subject to Title I of ERISA, plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or provisions under any other federal, state, local, non-U.S. or other laws, rules or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), and entities whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”).

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (an “ERISA Plan”) and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such an ERISA Plan or the management or disposition of the assets of such an ERISA Plan, or who renders investment advice for a fee or other compensation to such an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

In considering an investment in the Exchange Notes of a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary’s duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engages in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code. The acquisition and/or holding of Exchange Notes by an ERISA Plan with respect to which the issuer, the initial purchasers or the guarantors are considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption.

In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions (“PTCEs”) that may apply to the acquisition and holding of the Exchange Notes. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting life insurance company general accounts, and PTCE 96-23 respecting transactions determined by in-house asset managers. In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide relief from the prohibited transaction provisions of ERISA and Section 4975 of the Code for certain transactions, provided that neither the issuer of the securities nor any of its affiliates (directly or indirectly) have or exercise any discretionary authority or control or render any investment advice with respect to the assets of any ERISA Plan involved in the transaction and provided further that the ERISA Plan pays no more than adequate consideration in connection with the transaction. There can be no assurance that all of the conditions of any such exemptions will be satisfied.

Because of the foregoing, the Initial Notes should not be exchanged for Exchange Notes by any person investing “plan assets” of any Plan, unless such exchange will not constitute a non-exempt prohibited transaction under ERISA and the Code or similar violation of any applicable Similar Laws.

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Representation

Accordingly, by acceptance of an Exchange Note, each purchaser and subsequent transferee will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire or hold the Exchange Notes constitutes assets of any Plan or (ii) the exchange of the Initial Notes for the Exchange Notes or the holding of the Exchange Notes by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a similar violation under any applicable Similar Laws.

The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering acquiring the Exchange Notes (and holding the Exchange Notes) on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such transactions and whether an exemption would be applicable to the acquisition and holding of the Exchange Notes (and exchange for the Exchange Notes).

Persons that acquire the Exchange Notes have the exclusive responsibility for ensuring that their acquisition and holding of the Exchange Notes complies with the fiduciary responsibility rules of ERISA and does not violate the prohibited transaction rules of ERISA, the Code or Similar Laws.

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PLAN OF DISTRIBUTION

Based on existing interpretations of the Securities Act by the staff of the SEC set forth in several no-action letters to third parties, and subject to the immediately following sentence, we believe that the Exchange Notes that will be issued pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by the holders thereof without further compliance with the registration and prospectus delivery provisions of the Securities Act. However, any purchaser of Notes who is an “affiliate” (within the meaning of the Securities Act) of ours or who intends to participate in the Exchange Offer for the purpose of distributing the Exchange Notes or a broker-dealer (within the meaning of the Securities Act) that acquired Initial Notes in a transaction other than as part of its market-making or other trading activities and who has arranged or has an understanding with any person to participate in the distribution of the Exchange Notes: (1) will not be able to rely on the interpretations by the staff of the SEC set forth in the above-mentioned no-action letters; (2) will not be able to tender its Initial Notes in the Exchange Offer; and (3) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the Notes unless such sale or transfer is made pursuant to an exemption from such requirements.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Initial Notes where such Initial Notes were acquired as a result of market-marketing activities or other trading activities. We have agreed that, for a period of 120 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any such sale of Exchange Notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 120 days after the expiration date we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holders of the notes other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

Certain legal matters with respect to the Exchange Notes will be passed upon for us by Gibson, Dunn & Crutcher LLP, New York, New York.

EXPERTS

The consolidated financial statements and related financial statement schedules of MidAmerican Energy Holdings Company and its subsidiaries, as of December 31, 2012 and 2011 and for each of the three years in the period ended December 31, 2012, incorporated in this prospectus by reference from our Annual Report on Form 10-K for the year ended December 31, 2012, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such financial statements and financial statement schedules have been so included and incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

With respect to the unaudited interim financial information for the periods ended March 31, 2013 and 2012, June 30, 2013 and 2012 and September 30, 2013 and 2012, which are incorporated in this prospectus by reference, Deloitte & Touche LLP, an independent registered public accounting firm, have applied limited procedures in accordance with the standards of the Public Company Accounting Oversight Board (United States) for a review of such information. However, as stated in their reports included in MidAmerican Energy Holdings Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013 and incorporated by reference herein, they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. Deloitte & Touche LLP are not subject to the liability provisions of Section 11 of the Securities Act for their reports on the unaudited interim financial information because those reports are not “reports” or a “part” of the offering memorandum prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Securities Act.

WHERE YOU CAN FIND MORE INFORMATION

We, our subsidiaries, PacifiCorp, MidAmerican Funding, LLC and MidAmerican Energy Company (combined), Nevada Power Company and Sierra Pacific Power Company each file reports and information statements and other information with the SEC. You can inspect and copy reports and other information filed by us, PacifiCorp, MidAmerican Funding, LLC and MidAmerican Energy Company (combined), Nevada Power Company and Sierra Pacific Power Company, respectively, at the public reference facilities maintained by the SEC at Headquarters Office, 100 F Street, N.E., Washington, D.C. 20549. You can call the SEC at 1-800-SEC-0330 for information regarding the operations of its Public Reference Room. The SEC also maintains a Website that contains reports, proxy and information statements and other materials that are filed through the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. This Website can be accessed at http://www.sec.gov.

We make available free of charge through our internet website at http://www.midamerican.com our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to those reports filed or furnished in compliance with the requirements of Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file with, or furnish to, the SEC. Any information available on or through our website is not part of this prospectus, except to the extent it is expressly incorporated by reference herein as set forth under “Incorporation of Certain Documents by Reference” below.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the SEC (File No. 001-14881) are incorporated by reference into this prospectus:

(i) our Annual Report on Form 10-K for the year ended December 31, 2012;

(ii) our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2013, June 30, 2013 and September 30, 2013; and

(iii) our Current Reports on Form 8-K, dated May 30, 2013, July 25, 2013, November 8, 2013 (Items 2.03 and 9.01) and December 19, 2013 (Items 2.01, 2.03, 3.02 and 9.01, and Item 8.01).

All documents and other reports filed by us with the SEC subsequent to the date of this prospectus and prior to the consummation of the Exchange Offer pursuant to Section 13 or 15(d) of the Exchange Act shall be deemed to be incorporated by reference into this prospectus and to be a part hereof from the date of filing of such documents and other reports.

Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, or in any other subsequently filed document which is also incorporated herein by reference, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this prospectus except as so modified or superseded.

We hereby undertake to provide without charge to each person to whom a copy of this prospectus has been delivered, on the written or oral request of any such person, a copy of any or all of the documents referred to above which have been or may be incorporated into this prospectus by reference, other than exhibits to such documents. Requests for such copies should be directed to Vice President and Treasurer, MidAmerican Energy Holdings Company, 666 Grand Avenue, Suite 500, Des Moines, Iowa 50309-2580, telephone number (515) 242-4300.

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All tendered Initial Notes, executed letters of transmittal and other related documents should be directed to the exchange agent. Requests for assistance and for additional copies of this prospectus, the letter of transmittal and other related documents should be directed to the exchange agent.

EXCHANGE AGENT:

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

By Facsimile:

732-667-9408

Confirm by telephone:

315-414-3349

By Mail, Hand or Courier:

c/o The Bank of New York Mellon Corporation

Corporate Trust Operations—Reorganization Unit

111 Sanders Creek Parkway

East Syracuse, NY 13057

Attn: Dacia Brown-Jones

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Insofar as indemnification for liabilities arising under the U.S. Securities Act of the 1933, as amended (or Securities Act), may be permitted to the registrant’s directors and officers pursuant to the following provisions or otherwise, the registrant has been advised that, although the validity and scope of the governing statute have not been tested in court, in the opinion of the U.S. Securities and Exchange Commission (or SEC), such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In addition, indemnification may be limited by state securities laws.

Sections 490.850-490.859 of the Iowa Business Corporation Act permit corporations organized thereunder to indemnify directors, officers, employees and agents against liability under certain circumstances. The Second Amended and Restated Articles of Incorporation (or Articles) and the Amended and Restated Bylaws (or Bylaws) of MidAmerican Energy Holdings Company provide for indemnification of directors, officers and employees to the full extent provided by the Iowa Business Corporation Act.

As permitted by Section 490.202 of the Iowa Business Corporation Act and Article VI of the Articles, no director shall be personally liable to MidAmerican Energy Holdings Company or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for any of the following: (1) the amount of a financial benefit received by a director to which the director is not entitled; (2) an intentional infliction of harm on the corporation or the shareholders; (3) a violation of Section 490.833 of the Iowa Business Corporation Act (relating to certain unlawful distributions to shareholders); (4) an intentional violation of criminal law; or (5) any other violation of Section 490.831 of the Iowa Business Corporation Act (Standards of Liability for Directors).

The Articles and Bylaws provide that if the proceeding for which indemnification is sought is by or in the right of the registrant, indemnification may be made only for reasonable expenses and may not be made in any proceeding in which the person is adjudged liable to the registrant. Further, any such person may not be indemnified in any proceeding that charges improper personal benefit to the person in which the person is adjudged to be liable.

The Articles and Bylaws allow the registrant to maintain liability insurance to protect itself and any director, officer, employee or agent against any expense, liability or loss whether or not the registrant would have the power to indemnify such person against such incurred expense, liability or loss. Pursuant to Section 490.857 of the Iowa Business Corporation Act, the Articles and Bylaws, the registrant maintains directors’ and officers’ liability insurance coverage.

The registrant may also enter into indemnification agreements with certain directors and officers to further assure such persons’ indemnification as permitted by Iowa law.

The rights to indemnification conferred on any person by the Articles and Bylaws are not exclusive of any right which any person may have or acquire under any statute, provision of the Articles, Bylaws, agreement or vote of shareholders or disinterested directors.

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits

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

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Item 22. Undertakings.

The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (or Exchange Act) (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant, pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by any such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether or not such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Notwithstanding the foregoing, no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a

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purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement in any such document immediately prior to such date of first use.

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Des Moines, State of Iowa, on January 13, 2014.

MidAmerican Energy Holdings Company

/s/    Douglas L. Anderson

Douglas L. Anderson

Executive Vice President and General Counsel

The undersigned officers and directors of MidAmerican Energy Holdings Company hereby severally constitute and appoint Douglas L. Anderson and Paul J. Leighton, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the U.S. Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue thereof.

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/    Gregory E. Abel Gregory E. Abel	Chairman, President, Chief Executive Officer and Director (principal executive officer)	January 13, 2014
/s/    Patrick J. Goodman Patrick J. Goodman	Executive Vice President and Chief Financial Officer (principal financial and accounting officer)	January 13, 2014
/s/    Warren E. Buffett Warren E. Buffett	Director	January 13, 2014
/s/    Walter Scott, Jr. Walter Scott, Jr.	Director	January 13, 2014
/s/    Marc D. Hamburg Marc D. Hamburg	Director	January 13, 2014

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of May 29, 2013, by and among MidAmerican Energy Holdings Company, Silver Merger Sub, Inc. and NV Energy, Inc. (incorporated by reference to Exhibit 2.1 to the MidAmerican Energy Holdings Company Current Report on Form 8-K dated May 30, 2013).
3.1	Second Amended and Restated Articles of Incorporation of MidAmerican Energy Holdings Company effective March 2, 2006 (incorporated by reference to Exhibit 3.1 to the MidAmerican Energy Holdings Company Annual Report on Form 10-K for the year ended December 31, 2005).
3.2	Amended and Restated Bylaws of MidAmerican Energy Holdings Company (incorporated by reference to Exhibit 3.2 to the MidAmerican Energy Holdings Company Annual Report on Form 10-K for the year ended December 31, 2005).
4.1	Indenture, dated as of October 4, 2002, by and between MidAmerican Energy Holdings Company and The Bank of New York, Trustee, relating to the 5.875% Senior Notes due 2012 (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Holdings Company Registration Statement No. 333-101699 dated December 6, 2002).
4.2	Second Supplemental Indenture, dated as of May 16, 2003, by and between MidAmerican Energy Holdings Company and The Bank of New York, Trustee, relating to the 3.50% Senior Notes due 2008 (incorporated by reference to Exhibit 4.3 to the MidAmerican Energy Holdings Company Registration Statement No. 333-105690 dated May 23, 2003).
4.3	Third Supplemental Indenture, dated as of February 12, 2004, by and between MidAmerican Energy Holdings Company and The Bank of New York, Trustee, relating to the 5.00% Senior Notes due 2014 (incorporated by reference to Exhibit 4.4 to the MidAmerican Energy Holdings Company Registration Statement No. 333-113022 dated February 23, 2004).
4.4	Fourth Supplemental Indenture, dated as of March 24, 2006, by and between MidAmerican Energy Holdings Company and The Bank of New York Trust Company, N.A., Trustee, relating to the 6.125% Senior Bonds due 2036 (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Holdings Company Current Report on Form 8-K dated March 28, 2006).
4.5	Fifth Supplemental Indenture, dated as of May 11, 2007, by and between MidAmerican Energy Holdings Company and The Bank of New York Trust Company, N.A., Trustee, relating to the 5.95% Senior Bonds due 2037 (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Holdings Company Current Report on Form 8-K dated May 11, 2007).
4.6	Sixth Supplemental Indenture, dated as of August 28, 2007, by and between MidAmerican Energy Holdings Company and The Bank of New York Trust Company, N.A., Trustee, relating to the 6.50% Senior Bonds due 2037 (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Holdings Company Current Report on Form 8-K dated August 28, 2007).
4.7	Seventh Supplemental Indenture, dated as of March 28, 2008, by and between MidAmerican Energy Holdings Company and The Bank of New York Trust Company, N.A., as Trustee, relating to the 5.75% Senior Notes due 2018 (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Holdings Company Current Report on Form 8-K dated March 28, 2008).
4.8	Ninth Supplemental Indenture, dated as of November 8, 2013, by and between MidAmerican Energy Holdings Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 1.100% Senior Notes due 2017, the 2.000% Senior Notes due 2018, the 3.750% Senior Notes due 2023 and the 5.150% Senior Notes due 2043 (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Holdings Company Current Report on Form 8-K dated November 8, 2013).
4.9	Registration Rights Agreement, dated November 8, 2013, by and among MidAmerican Energy Holdings Company and Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and RBS Securities Inc., as Representatives of the several Initial Purchasers.

Exhibit No.	Description
4.10	Indenture, dated as of October 15, 1997, by and between MidAmerican Energy Holdings Company and IBJ Schroder Bank & Trust Company, Trustee (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Holdings Company Current Report on Form 8-K dated October 23, 1997).
4.11	Form of Second Supplemental Indenture, dated as of September 22, 1998 by and between MidAmerican Energy Holdings Company and IBJ Schroder Bank & Trust Company, Trustee, relating to the 8.48% Senior Notes in the principal amount of $475,000,000 due 2028 (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Holdings Company Current Report on Form 8-K dated September 17, 1998).
4.12	Indenture, dated as of March 12, 2002, by and between MidAmerican Energy Holdings Company and the Bank of New York, Trustee (incorporated by reference to Exhibit 4.11 to the MidAmerican Energy Holdings Company Annual Report on Form 10-K for the year ended December 31, 2001).
4.13	Indenture and First Supplemental Indenture, dated March 11, 1999, by and between MidAmerican Funding, LLC and IBJ Whitehall Bank & Trust Company, Trustee, relating to the $700 million Senior Notes and Bonds (incorporated by reference to the MidAmerican Energy Holdings Company Annual Report on Form 10-K for the year ended December 31, 1998).
4.14	Form of Indenture, by and between MidAmerican Energy Company and The Bank of New York, Trustee (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Company Registration Statement No. 333-59760 dated January 31, 2002).
4.15	First Supplemental Indenture, dated as of February 8, 2002, by and between MidAmerican Energy Company and The Bank of New York, Trustee (incorporated by reference to Exhibit 4.3 to the MidAmerican Energy Company Annual Report on Form 10-K for the year ended December 31, 2004, Commission File No. 333-15387).
4.16	Second Supplemental Indenture, dated as of January 14, 2003, by and between MidAmerican Energy Company and The Bank of New York, Trustee (incorporated by reference to Exhibit 4.2 to the MidAmerican Energy Company Annual Report on Form 10-K for the year ended December 31, 2004, Commission File No. 333-15387).
4.17	Third Supplemental Indenture, dated as of October 1, 2004, by and between MidAmerican Energy Company and The Bank of New York, Trustee (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Company Annual Report on Form 10-K for the year ended December 31, 2004, Commission File No. 333-15387).
4.18	Fourth Supplemental Indenture, dated November 1, 2005, by and between MidAmerican Energy Company and the Bank of New York Trust Company, NA, Trustee (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Company Annual Report on Form 10-K for the year ended December 31, 2005).
4.19	Indenture, dated as of September 9, 2013, between MidAmerican Energy Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Company Current Report on Form 8-K dated September 13, 2013).
4.20	First Supplemental Indenture, dated as of September 19, 2013, between MidAmerican Energy Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Company Current Report on Form 8-K dated September 19, 2013).
4.21	Specimen of 2.40% First Mortgage Bonds due 2019 (incorporated by reference to Exhibit 4.2 to the MidAmerican Energy Company Current Report on Form 8-K dated September 19, 2013).
4.22	Specimen of 3.70% First Mortgage Bonds due 2023 (incorporated by reference to Exhibit 4.3 to the MidAmerican Energy Company Current Report on Form 8-K dated September 19, 2013).
4.23	Specimen of 4.80% First Mortgage Bonds due 2043 (incorporated by reference to Exhibit 4.4 to the MidAmerican Energy Company Current Report on Form 8-K dated September 19, 2013).

Exhibit No.	Description
4.24	Mortgage, Security Agreement, Fixture Filing and Financing Statement, dated as of September 9, 2013, from MidAmerican Energy Company to The Bank of New York Mellon Trust Company, N.A., as collateral trustee (incorporated by reference to Exhibit 4.2 to the MidAmerican Energy Company Current Report on Form 8-K dated September 13, 2013).
4.25	Intercreditor and Collateral Trust Agreement, dated as of September 9, 2013, among MidAmerican Energy Company, The Bank of New York Mellon Trust Company, N.A., as trustee, and The Bank of New York Mellon Trust Company, N.A., as collateral trustee (incorporated by reference to Exhibit 4.3 to the MidAmerican Energy Company Current Report on Form 8-K dated September 13, 2013).
4.26	Trust Indenture, dated as of August 13, 2001, among Kern River Funding Corporation, Kern River Gas Transmission Company and JPMorgan Chase Bank, Trustee, relating to the $510,000,000 in principal amount of the 6.676% Senior Notes due 2016 (incorporated by reference to Exhibit 10.48 to the MidAmerican Energy Holdings Company Annual Report on Form 10-K for the year ended December 31, 2003).
4.27	Third Supplemental Indenture, dated as of May 1, 2003, among Kern River Funding Corporation, Kern River Gas Transmission Company and JPMorgan Chase Bank, Trustee, relating to the $836,000,000 in principal amount of the 4.893% Senior Notes due 2018 (incorporated by reference to Exhibit 10.49 to the MidAmerican Energy Holdings Company Annual Report on Form 10-K for the year ended December 31, 2003).
4.28	Trust Deed, dated December 15, 1997 among CE Electric UK Funding Company, AMBAC Insurance UK Limited and The Law Debenture Trust Corporation, p.l.c., Trustee (incorporated by reference to Exhibit 99.1 to the MidAmerican Energy Holdings Company Current Report on Form 8-K dated March 30, 2004).
4.29	Insurance and Indemnity Agreement, dated December 15, 1997 by and between CE Electric UK Funding Company and AMBAC Insurance UK Limited (incorporated by reference to Exhibit 99.2 to the MidAmerican Energy Holdings Company Current Report on Form 8-K dated March 30, 2004).
4.30	Supplemental Agreement to Insurance and Indemnity Agreement, dated September 19, 2001, by and between CE Electric UK Funding Company and AMBAC Insurance UK Limited (incorporated by reference to Exhibit 99.3 to the MidAmerican Energy Holdings Company Current Report on Form 8-K dated March 30, 2004).
4.31	Fiscal Agency Agreement, dated as of July 15, 2008, by and between Northern Natural Gas Company and The Bank of New York Mellon Trust Company, National Association, Fiscal Agent, relating to the $200,000,000 in principal amount of the 5.75% Senior Notes due 2018 (incorporated by reference to Exhibit 4.32 to the MidAmerican Energy Holdings Company Annual Report on Form 10-K for the year ended December 31, 2008).
4.32	Fiscal Agency Agreement, dated as of April 20, 2011, by and between Northern Natural Gas Company and The Bank of New York Mellon Trust Company, N.A., Fiscal Agent, relating to the $200,000,000 in principal amount of the 4.25% Senior Notes due 2021 (incorporated by reference to Exhibit 4.27 to the MidAmerican Energy Holdings Company Annual Report on Form 10-K for the year ended December 31, 2011).
4.33	Trust Indenture, dated as of September 10, 1999, by and between Cordova Funding Corporation and Chase Manhattan Bank and Trust Company, National Association, Trustee, relating to the $225,000,000 in principal amount of the 8.75% Senior Secured Bonds due 2019 (incorporated by reference to Exhibit 10.71 to the MidAmerican Energy Holdings Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2004).
4.34	Trust Deed, dated as of February 4, 1998 among Yorkshire Power Finance Limited, Yorkshire Power Group Limited and Bankers Trustee Company Limited, Trustee, relating to the £200,000,000 in principal amount of the 7.25% Guaranteed Bonds due 2028 (incorporated by reference to Exhibit 10.74 to the MidAmerican Energy Holdings Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2004).

Exhibit No.	Description
4.35	First Supplemental Trust Deed, dated as of October 1, 2001, among Yorkshire Power Finance Limited, Yorkshire Power Group Limited and Bankers Trustee Company Limited, Trustee, relating to the £200,000,000 in principal amount of the 7.25% Guaranteed Bonds due 2028 (incorporated by reference to Exhibit 10.75 to the MidAmerican Energy Holdings Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2004).
4.36	Third Supplemental Trust Deed, dated as of October 1, 2001, among Yorkshire Electricity Distribution plc, Yorkshire Electricity Group plc and Bankers Trustee Company Limited, Trustee, relating to the £200,000,000 in principal amount of the 9.25% Bonds due 2020 (incorporated by reference to Exhibit 10.76 to the MidAmerican Energy Holdings Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2004).
4.37	Indenture, dated as of February 1, 2000, among Yorkshire Power Finance 2 Limited, Yorkshire Power Group Limited and The Bank of New York, Trustee (incorporated by reference to Exhibit 10.78 to the MidAmerican Energy Holdings Company Quarterly Report onForm 10-Q for the quarter ended March 31, 2004).
4.38	First Supplemental Trust Deed, dated as of September 27, 2001, among Northern Electric Finance plc, Northern Electric plc, Northern Electric Distribution Limited and The Law Debenture Trust Corporation p.l.c., Trustee, relating to the £100,000,000 in principal amount of the 8.875% Guaranteed Bonds due 2020 (incorporated by reference to Exhibit 10.81 to the MidAmerican Energy Holdings Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2004).
4.39	Trust Deed, dated as of January 17, 1995, by and between Yorkshire Electricity Group plc and Bankers Trustee Company Limited, Trustee, relating to the £200,000,000 in principal amount of the 9 1/4% Bonds due 2020 (incorporated by reference to Exhibit 10.83 to the MidAmerican Energy Holdings Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2004).
4.40	Master Trust Deed, dated as of October 16, 1995, by and between Northern Electric Finance plc, Northern Electric plc and The Law Debenture Trust Corporation p.l.c., Trustee, relating to the £100,000,000 in principal amount of the 8.875% Guaranteed Bonds due 2020 (incorporated by reference to Exhibit 10.70 to the MidAmerican Energy Holdings Company Annual Report on Form 10-K for the year ended December 31, 2004).
4.41	Fiscal Agency Agreement, dated April 14, 2005, by and between Northern Natural Gas Company and J.P. Morgan Trust Company, National Association, Fiscal Agent, relating to the $100,000,000 in principal amount of the 5.125% Senior Notes due 2015 (incorporated by reference to Exhibit 99.1 to the MidAmerican Energy Holdings Company Current Report on Form 8-K dated April 18, 2005).
4.42	Trust Deed dated May 5, 2005 among Northern Electric Finance plc, Northern Electric Distribution Limited, Ambac Assurance UK Limited and HSBC Trustee (C.I.) Limited (incorporated by reference to Exhibit 99.1 to the MidAmerican Energy Holdings Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2005).
4.43	Reimbursement and Indemnity Agreement dated May 5, 2005 among Northern Electric Finance plc, Northern Electric Distribution Limited and Ambac Assurance UK Limited (incorporated by reference to Exhibit 99.2 to the MidAmerican Energy Holdings Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2005).
4.44	Trust Deed, dated May 5, 2005 among Yorkshire Electricity Distribution plc, Ambac Assurance UK Limited and HSBC Trustee (C.I.) Limited (incorporated by reference to Exhibit 99.3 to the MidAmerican Energy Holdings Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2005).
4.45	Reimbursement and Indemnity Agreement, dated May 5, 2005 between Yorkshire Electricity Distribution plc and Ambac Assurance UK Limited (incorporated by reference to Exhibit 99.4 to the MidAmerican Energy Holdings Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2005).

Exhibit No.	Description
4.46	Supplemental Trust Deed, dated May 5, 2005 among CE Electric UK Funding Company, Ambac Assurance UK Limited and The Law Debenture Trust Corporation plc (incorporated by reference to Exhibit 99.5 to the MidAmerican Energy Holdings Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2005).
4.47	Second Supplemental Agreement to Insurance and Indemnity Agreement, dated May 5, 2005 by and between CE Electric UK Funding Company and Ambac Assurance UK Limited (incorporated by reference to Exhibit 99.6 to the MidAmerican Energy Holdings Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2005).
4.48	Shareholders Agreement, dated as of March 14, 2000 (incorporated by reference to Exhibit 4.19 to the MidAmerican Energy Holdings Company Registration Statement No. 333-101699 dated December 6, 2002).
4.49	Amendment No. 1 to Shareholders Agreement, dated December 7, 2005 (incorporated by reference to Exhibit 4.17 to the MidAmerican Energy Holdings Company Annual Report on Form 10-K for the year ended December 31, 2005).
4.50	Equity Commitment Agreement, dated as of March 1, 2006, by and between Berkshire Hathaway Inc. and MidAmerican Energy Holdings Company (incorporated by reference to Exhibit 10.72 to the MidAmerican Energy Holdings Company Annual Report on Form 10-K for the year ended December 31, 2005).
4.51	Amendment No. 1 to Equity Commitment Agreement, dated March 23, 2010, by and between Berkshire Hathaway Inc. and MidAmerican Energy Holdings Company (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Holdings Company Current Report on Form 8-K dated March 23, 2010).
4.52	Fiscal Agency Agreement, dated February 12, 2007, by and between Northern Natural Gas Company and Bank of New York Trust Company, N.A., Fiscal Agent, relating to the $150,000,000 in principal amount of the 5.80% Senior Bonds due 2037 (incorporated by reference to Exhibit 99.1 to the MidAmerican Energy Holdings Company Current Report on Form 8-K dated February 12, 2007).
4.53	Indenture, dated as of October 1, 2006, by and between MidAmerican Energy Company and the Bank of New York Trust Company, N.A., Trustee (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Company Quarterly Report on Form 10-Q for the quarter ended September 30, 2006).
4.54	First Supplemental Indenture, dated as of October 6, 2006, by and between MidAmerican Energy Company and the Bank of New York Trust Company, N.A., Trustee (incorporated by reference to Exhibit 4.2 to the MidAmerican Energy Company Quarterly Report onForm 10-Q for the quarter ended September 30, 2006).
4.55	Second Supplemental Indenture, dated June 29, 2007, by and between MidAmerican Energy Company and The Bank of New York Trust Company, N.A., Trustee (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Company Current Report on Form 8-Kdated June 29, 2007).
4.56	Third Supplemental Indenture, dated March 25, 2008, by and between MidAmerican Energy Company and The Bank of New York Trust Company, N.A., Trustee, relating to the 5.3% Notes due 2018 (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Company Current Report on Form 8-K dated March 25, 2008).
4.57	£119,000,000 Finance Contract, dated July 2, 2010, by and between Northern Electric Distribution Limited and the European Investment Bank (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Holdings Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).
4.58	Guarantee and Indemnity Agreement, dated July 2, 2010, by and between CE Electric UK Funding Company and the European Investment Bank (incorporated by reference to Exhibit 4.2 to the MidAmerican Energy Holdings Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).

Exhibit No.	Description
4.59	£151,000,000 Finance Contract, dated July 2, 2010, by and between Yorkshire Electricity Distribution plc and the European Investment Bank (incorporated by reference to Exhibit 4.3 to the MidAmerican Energy Holdings Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).
4.60	Guarantee and Indemnity Agreement, dated July 2, 2010, by and between CE Electric UK Funding Company and the European Investment Bank (incorporated by reference to Exhibit 4.4 to the MidAmerican Energy Holdings Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).
4.61	Indenture, dated as of February 24, 2012, by and between Topaz Solar Farms LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.52 to the MidAmerican Energy Holdings Company Annual Report on Form 10-K for the year ended December 31, 2012).
4.62	First Supplemental Indenture, dated as of April 15, 2013, between Topaz Solar Farms LLC, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the $250,000,000 in principal amounts of the 4.875% Series B Senior Secured Notes Due 2039 (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Holdings Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
4.63	Indenture, dated as of June 27, 2013, between Solar Star Funding, LLC, as Issuer, and Wells Fargo Bank, National Association, as Trustee, relating to the $1,000,000,000 in principal amounts of the 5.375% Series A Senior Secured Notes Due 2035 (incorporated by reference to Exhibit 4.2 to the MidAmerican Energy Holdings Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
4.64	Trust Deed, dated as of July 5, 2012, among Northern Powergrid (Yorkshire) plc and HSBC Corporate Trustee Company (UK) Limited, relating to £150,000,000 in principal amount of the 4.375% Bonds due 2032 (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Holdings Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
4.65	Fiscal Agency Agreement, dated August 27, 2012, by and between Northern Natural Gas Company and The Bank of New York Mellon Trust Company, N.A., Fiscal Agent, relating to the $250,000,000 in principal amount of the 4.10% Senior Bonds due 2042 (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Holdings Company Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
4.66	Indenture, dated as of December 19, 2013, by and between MidAmerican Energy Holdings Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the Junior Subordinated Debentures due 2043 (including form of junior subordinated debenture) (incorporated by reference to Exhibit 4.1 to the MidAmerican Energy Holdings Company Current Report on Form 8-K dated December 19, 2013).
4.67	Mortgage and Deed of Trust dated as of January 9, 1989, between PacifiCorp and The Bank of New York Mellon Trust Company, N.A., (formerly known as JP Morgan Chase Bank and The Chase Manhattan Bank), Trustee, incorporated by reference to Exhibit 4-E to PacifiCorp’s Form 8-B, File No. 1-5152, as supplemented and modified by 26 Supplemental Indentures, each incorporated by reference, as follows:

Exhibit Number	PacifiCorp File Type	File Date	File Number
(4)(b)	SE	November 2, 1989	33-31861
(4)(a)	8-K	January 9, 1990	1-5152
(4)(a)	8-K	September 11, 1991	1-5152
4(a)	8-K	January 7, 1992	1-5152
4(a)	10-Q	Quarter ended March 31, 1992	1-5152
4(a)	10-Q	Quarter ended September 30, 1992	1-5152

Exhibit Number	PacifiCorp File Type	File Date	File Number
4(a)	8-K	April 1, 1993	1-5152
4(a)	10-Q	Quarter ended September 30, 1993	1-5152
(4)b	10-Q	Quarter ended June 30, 1994	1-5152
(4)b	10-K	Year ended December 31, 1994	1-5152
(4)b	10-K	Year ended December 31, 1995	1-5152
(4)b	10-K	Year ended December 31, 1996	1-5152
(4)b	10-K	Year ended December 31, 1998	1-5152
99(a)	8-K	November 21, 2001	1-5152
4.1	10-Q	Quarter ended June 30, 2003	1-5152
99	8-K	September 8, 2003	1-5152
4	8-K	August 24, 2004	1-5152
4	8-K	June 13, 2005	1-5152
4.2	8-K	August 14, 2006	1-5152
4	8-K	March 14, 2007	1-5152
4.1	8-K	October 3, 2007	1-5152
4.1	8-K	July 17, 2008	1-5152
4.1	8-K	January 8, 2009	1-5152
4.1	8-K	May 12, 2011	1-5152
4.1	8-K	January 6, 2012	1-5152
4.1	8-K	June 6, 2013	1-5152

Exhibit No.	Description
4.68	Indenture, dated May 1, 2000, between NV Energy, Inc. (under its former name, Sierra Pacific Resources) and The Bank of New York, relating to the issuance of debt securities (incorporated by reference to Exhibit 4.1 to the NV Energy, Inc. Current Report on Form 8-K dated May 22, 2000).
4.69	Agreement of Resignation, Appointment and Acceptance, dated November 6, 2009, by and among NV Energy, Inc., The Bank of New York Mellon and The Bank of New York Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the NV Energy, Inc. Form 10-K for the year ended December 31, 2009).
4.70	Form of Officers’ Certificate establishing the terms of NV Energy, Inc.‘s 6.25% Senior Notes due 2020 (incorporated by reference to Exhibit 4.1 to the NV Energy, Inc. Current Report on Form 8-K dated November 19, 2010).
4.71	General and Refunding Mortgage Indenture, dated May 1, 2001, between Nevada Power Company and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1(a) to the Nevada Power Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).
4.72	Agreement of Resignation, Appointment and Acceptance, dated November 6, 2009, by and among Nevada Power Company d/b/a NV Energy, The Bank of New York Mellon and The Bank of New York Trust Company, N.A. (incorporated by reference to Exhibit 4.2 to the Nevada Power Company Annual Report on Form 10-K for the year ended December 31, 2009).
4.73	Officer’s Certificate establishing the terms of Nevada Power Company’s 5 7/8% General and Refunding Mortgage Notes, Series L, due 2015 (incorporated by reference to Exhibit 4(A) to the Nevada Power Company Annual Report on Form 10-K for the year ended December 31, 2004).
4.74	Form of Nevada Power Company’s 5 7/8% General and Refunding Mortgage Notes, Series L, due 2015 (incorporated by reference to Exhibit 4(B) to the Nevada Power Company Annual Report on Form 10-K for the year ended December 31, 2004).
4.75	Officer’s Certificate establishing the terms of Nevada Power Company’s 5.95% General and Refunding Mortgage Notes, Series M, due 2016 (incorporated by reference to Exhibit 4(A) to the Nevada Power Company Annual Report on Form 10-K for the year ended December 31, 2005).

Exhibit No.	Description
4.76	Form of Nevada Power Company’s 5.95% General and Refunding Mortgage Notes, Series M, due 2016 (incorporated by reference to Exhibit 4(B) to the Nevada Power Company Quarterly Report on Form 10-K for the year ended December 31, 2005).
4.77	Officer’s Certificate establishing the terms of Nevada Power Company’s 6.650% General and Refunding Mortgage Notes, Series N, due 2036 (incorporated by reference to Exhibit 4.1 to the Nevada Power Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2006).
4.78	Officer’s Certificate establishing the terms of Nevada Power Company’s 6.50% General and Refunding Mortgage Notes, Series O, due 2018 (incorporated by reference to Exhibit 4.7 to the Nevada Power Company Registration Statement No. 333-134801 dated June 7, 2006).
4.79	Officer’s Certificate establishing the terms of Nevada Power Company’s 6.750% General and Refunding Mortgage Notes, Series R, due 2037 (incorporated by reference to Exhibit 4.1 to the Nevada Power Company Current Report on Form 8-K dated June 27, 2007).
4.80	Officer’s Certificate establishing the terms of Nevada Power Company’s 6.50% General and Refunding Mortgage Notes, Series S, due 2018 (incorporated by reference to Exhibit 4.1 to the Nevada Power Company Current Report on Form 8-K dated July 28, 2008).
4.81	Officer’s Certificate establishing the terms of Nevada Power Company d/b/a NV Energy’s 7.125% General and Refunding Mortgage Notes, Series V, due 2019 (incorporated by reference to Exhibit 4.1 to the Nevada Power Company Current Report on Form 8-K dated February 26, 2009).
4.82	Officer’s Certificate establishing the terms of Nevada Power Company d/b/a NV Energy’s 5.375% General and Refunding Mortgage Notes, Series X, due 2040 (incorporated by reference to Exhibit 4.1 to the Nevada Power Company Current Report on Form 8-K dated September 10, 2010).
4.83	Officer’s Certificate establishing the terms of Nevada Power Company d/b/a NV Energy’s 5.45% General and Refunding Mortgage Notes, Series Y, due 2041 (incorporated by reference to Exhibit 4.1 to the Nevada Power Company Current Report on Form 8-K dated May 10, 2011).
4.84	General and Refunding Mortgage Indenture, dated as of May 1, 2001, between Sierra Pacific Power Company and The Bank of New York as Trustee (incorporated by reference to Exhibit 4.2(a) to the Sierra Pacific Power Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).
4.85	Second Supplemental Indenture, dated as of October 30, 2006, to subject additional properties of Sierra Pacific Power Company located in the State of California to the lien of the General and Refunding Mortgage Indenture and to correct defects in the original Indenture (incorporated by reference to Exhibit 4(A) to the Sierra Pacific Power Company Annual Report on Form 10-K for the year ended December 31, 2006).
4.86	Agreement of Resignation, Appointment and Acceptance, dated November 6, 2009, by and among Sierra Pacific Power Company d/b/a NV Energy, The Bank of New York Mellon and The Bank of New York Trust Company, N.A. (incorporated by reference to Exhibit 4.3 to the Sierra Pacific Power Company Annual Report on Form 10-K for the year ended December 31, 2009).
4.87	Officer’s Certificate establishing the terms of Sierra Pacific Power Company’s 6% General and Refunding Mortgage Notes, Series M, due 2016 (incorporated by reference to Exhibit 4.4 to the Sierra Pacific Power Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2006).
4.88	Form of First Supplemental Officer’s Certificate establishing the terms of Sierra Pacific Power Company’s 6% General and Refunding Mortgage Notes, Series M, due 2016 (incorporated by reference to Exhibit 4.2 to the Sierra Pacific Power Company Current Report on Form 8-K dated August 18, 2009).
4.89	Officer’s Certificate establishing the terms of Sierra Pacific Power Company’s 6.750% General and Refunding Mortgage Notes, Series P, due 2037 (incorporated by reference to Exhibit 4.2 to the Sierra Pacific Power Company Current Report on Form 8-K dated June 27, 2007).

Exhibit No.	Description
4.90	Officer’s Certificate establishing the terms of Sierra Pacific Power Company’s 3.375% General and Refunding Mortgage Notes, Series T, due 2023 (incorporated by reference to Exhibit 4.1 to the Sierra Pacific Power Company Current Report on Form 8-K dated August 14, 2013).
5.1	Opinion of Gibson, Dunn & Crutcher LLP.*
5.2	Opinion of Paul J. Leighton.*
10.1	Amended and Restated Employment Agreement, dated February 25, 2008, by and between MidAmerican Energy Holdings Company and Gregory E. Abel (incorporated by reference to Exhibit 10.3 to the MidAmerican Energy Holdings Company Annual Report on Form 10-K for the year ended December 31, 2007).
10.2	Incremental Profit Sharing Plan, dated February 10, 2009, by and between MidAmerican Energy Holdings Company and Gregory E. Abel (incorporated by reference to Exhibit 10.6 to the MidAmerican Energy Holdings Company Annual Report on Form 10-K for the year ended December 31, 2008).
10.3	Amended and Restated Employment Agreement, dated February 25, 2008, by and between MidAmerican Energy Holdings Company and Patrick J. Goodman (incorporated by reference to Exhibit 10.5 to the MidAmerican Energy Holdings Company Annual Report onForm 10-K for the year ended December 31, 2007).
10.4	Amended and Restated Casecnan Project Agreement, dated June 26, 1995, between the National Irrigation Administration and CE Casecnan Water and Energy Company Inc. (incorporated by reference to Exhibit 10.1 to the CE Casecnan Water and Energy Company, Inc. Registration Statement on Form S-4 dated January 25, 1996).
10.5	Supplemental Agreement, dated as of September 29, 2003, by and between CE Casecnan Water and Energy Company, Inc. and the Philippines National Irrigation Administration (incorporated by reference to Exhibit 98.1 to the MidAmerican Energy Holdings Company Current Report on Form 8-K dated October 15, 2003).
10.6	CalEnergy Company, Inc. Voluntary Deferred Compensation Plan, effective December 1, 1997, First Amendment, dated as of August 17, 1999, and Second Amendment effective March 14, 2000 (incorporated by reference to Exhibit 10.50 to the MidAmerican Energy Holdings Company Registration Statement No. 333-101699 dated December 6, 2002).
10.7	MidAmerican Energy Holdings Company Executive Voluntary Deferred Compensation Plan restated effective as of January 1, 2007 (incorporated by reference to Exhibit 10.9 to the MidAmerican Energy Holdings Company Annual Report on Form 10-K for the year ended December 31, 2007).
10.8	MidAmerican Energy Company First Amended and Restated Supplemental Retirement Plan for Designated Officers dated as of May 10, 1999 amended on February 25, 2008 to be effective as of January 1, 2005 (incorporated by reference to Exhibit 10.10 to the MidAmerican Energy Holdings Company Annual Report on Form 10-K for the year ended December 31, 2007).
10.9	MidAmerican Energy Holdings Company Long-Term Incentive Partnership Plan as Amended and Restated January 1, 2007 (incorporated by reference to Exhibit 10.11 to the MidAmerican Energy Holdings Company Annual Report on Form 10-K for the year ended December 31, 2007).
10.10	Summary of Key Terms of Compensation Arrangements with MidAmerican Energy Holdings Company Named Executive Officers and Directors (incorporated by reference to Exhibit 10.17 to the MidAmerican Energy Holdings Company Annual Report on Form 10-K for the year ended December 31, 2012).
10.11	$600,000,000 Credit Agreement, dated as of June 28, 2012, among MidAmerican Energy Holdings Company, as Borrower, the Banks, Financial Institutions and Other Institutional Lenders, as Initial Lenders, Union Bank, N.A, as Administrative Agent and Swingline Lender, and the LC Issuing Banks (incorporated by reference to Exhibit 10.1 to the MidAmerican Energy Holdings Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).

Exhibit No.	Description
10.12	$600,000,000 Credit Agreement, dated as of June 28, 2012, among PacifiCorp, as Borrower, the Banks, Financial Institutions and Other Institutional Lenders, as Initial Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent and Swingline Lender, and the LC Issuing Banks (incorporated by reference to Exhibit 10.1 to the PacifiCorp Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
10.13	$600,000,000 Credit Agreement, dated as of March 27, 2013, among PacifiCorp, as Borrower, the banks, financial institutions and other institutional lenders, as Initial Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent and Swingline Lender, and the LC Issuing Banks (incorporated by reference to Exhibit 10.1 to the PacifiCorp Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
10.14	$600,000,000 Credit Agreement, dated as of March 27, 2013, among MidAmerican Energy Company, as Borrower, the banks, financial institutions and other institutional lenders, as Initial Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent and Swingline Lender, and the LC Issuing Banks (incorporated by reference to Exhibit 10.1 to the MidAmerican Energy Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).
10.15	£150,000,000 Facility Agreement, dated August 20, 2012, among Northern Powergrid Holdings Company, as Borrower, and Abbey National Treasury Services plc, Lloyds TSB Bank plc and The Royal Bank of Scotland plc, as Original Lenders (incorporated by reference to Exhibit 10.1 to the MidAmerican Energy Holdings Company Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
10.16	Equity Contribution Agreement, dated as of February 24, 2012, by and among MidAmerican Energy Holdings Company, as the Contributor, Topaz Solar Farms LLC, as the Company, and The Bank of New York Mellon Trust Company, N.A., as the Collateral Agent (incorporated by reference to Exhibit 10.21 to the MidAmerican Energy Holdings Company Annual Report on Form 10-K for the year ended December 31, 2012).
10.17	Equity Contribution Agreement (Financing Documents), dated as of June 27, 2013, among MidAmerican Energy Holdings Company, as the Contributor, Solar Star Funding, LLC, as the Company, SSC XIX, LLC, as the SS1 Company Owner, SSC XX, LLC, as the SS2 Company Owner, Solar Star California XIX, LLC and Solar Star California XX, LLC, as the Project Companies, and Wells Fargo Bank, National Association, as the Collateral Agent.
10.18	Term Loan Agreement, dated October 7, 2011, between NV Energy, Inc. and JP Morgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the NV Energy, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2011).
10.19	Credit Agreement, dated March 23, 2012, between Nevada Power Company d/b/a NV Energy and Wells Fargo Bank, N.A., as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to the Nevada Power Company Quarterly Report on Form 10-Q for the quarter ended March 30, 2012).
10.20	Credit Agreement, dated March 23, 2012, between Sierra Pacific Power Company d/b/a NV Energy and Wells Fargo Bank, N.A., as administrative agent for the lenders (incorporated by reference to Exhibit 10.2 to the Sierra Pacific Power Company Quarterly Report on Form 10-Q for the quarter ended March 30, 2012).
12.1	Computation of Ratios of Earnings to Fixed Charges.
15.1	Awareness Letter of Deloitte & Touche LLP.
21.1	Subsidiaries of the Registrant.
23.1	Consent of Gibson, Dunn & Crutcher LLP (included in their opinion filed as Exhibit 5.1).*
23.2	Consent of Paul J. Leighton (included in the opinion filed as Exhibit 5.2).*
23.3	Consent of Deloitte & Touche LLP.

Exhibit No.	Description
24.1	Power of Attorney (included on signature page hereto).
25.1	Statement on Form T-1 of Eligibility of Trustee relating to the 1.100% Senior Notes due 2017, the 2.000% Senior Notes due 2018, the 3.750% Senior Notes due 2023 and the 5.150% Senior Notes due 2043.
99.1	Form of Letter of Transmittal relating to the 1.100% Senior Notes due 2017, the 2.000% Senior Notes due 2018, the 3.750% Senior Notes due 2023 and the 5.150% Senior Notes due 2043.
99.2	Form of Notice of Guaranteed Delivery relating to the 1.100% Senior Notes due 2017, the 2.000% Senior Notes due 2018, the 3.750% Senior Notes due 2023 and the 5.150% Senior Notes due 2043.
99.3	Form of Letter to Clients relating to the 1.100% Senior Notes due 2017, the 2.000% Senior Notes due 2018, the 3.750% Senior Notes due 2023 and the 5.150% Senior Notes due 2043.
99.4	Form of Letter to Nominees relating to the 1.100% Senior Notes due 2017, the 2.000% Senior Notes due 2018, the 3.750% Senior Notes due 2023 and the 5.150% Senior Notes due 2043.

* To be filed by amendment

EX-4.9

Exhibit 4.9

$400,000,000 1.100% Senior Notes due 2017

$350,000,000 2.000% Senior Notes due 2018

$500,000,000 3.750% Senior Notes due 2023

$750,000,000 5.150% Senior Notes due 2043

MIDAMERICAN ENERGY HOLDINGS COMPANY

REGISTRATION RIGHTS AGREEMENT

November 8, 2013

Barclays Capital Inc.,

Citigroup Global Markets Inc.,

J.P. Morgan Securities LLC and

RBS Securities Inc., as Representatives of the several initial purchasers

listed on Schedule A hereto

Dear Sirs:

MidAmerican Energy Holdings Company, an Iowa corporation (the “Company”), proposes to issue and sell to Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and RBS Securities Inc. (the “Representatives”) and the other Initial Purchasers named in the Purchase Agreement described below (collectively with the Representatives, the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated as of November 5, 2013 (the “Purchase Agreement”), $400,000,000 aggregate principal amount of its 1.100% Senior Notes due 2017 (the “Initial 2017 Notes”), $350,000,000 aggregate principal amount of its 2.000% Senior Notes due 2018 (the “Initial 2018 Notes”), $500,000,000 aggregate principal amount of its 3.750% Senior Notes due 2023 (the “Initial 2023 Notes”) and $750,000,000 aggregate principal amount of its 5.150% Senior Notes due 2043 (the “Initial 2043 Notes” and together with the Initial 2017 Notes, the Initial 2018 Notes and the Initial 2023 Notes, the “Initial Securities”). The Initial Securities will be issued pursuant to that certain Indenture, dated as of October 4, 2002, as amended by Article IV of the Second Supplemental Indenture thereto, dated as of May 16, 2003, as further amended by Article IV of the Fourth Supplemental Indenture thereto, dated as of March 24, 2006, as further amended by Article IV of the Fifth Supplemental Indenture thereto, dated as of May 11, 2007, as further supplemented by the Eighth Supplemental Indenture, dated as of July 7, 2009, and as supplemented by the Ninth Supplemental Indenture, to be entered into on or about November 8, 2013 (collectively, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of the Initial Purchasers and the holders of each series of the Securities (as defined below) (collectively, the “Holders”), as follows:

1. Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial 2017 Notes, the Initial 2018 Notes, the Initial 2023 Notes and the Initial 2043 Notes, as applicable, a like aggregate principal amount of debt securities of the applicable series of the Company issued under the Indenture, substantially identical in all material respects to the Initial 2017 Notes, the Initial 2018 Notes, the Initial 2023 Notes and the Initial 2043 Notes, as applicable, and registered under the Securities Act (together, the “Exchange Securities”). The Company shall use its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act within 365 days (such 365th day being an “Effectiveness Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”) and will keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”).

If the Company commences the Registered Exchange Offer, the Company will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer).

Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of the Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange its Initial 2017 Notes, Initial 2018 Notes, Initial 2023 Notes or Initial 2043 Notes for the applicable amount and series of Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understanding with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act.

The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for the applicable series of Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, is required to deliver a prospectus containing the information required by Items 507 or 508, as applicable, of Regulation S-K under the Securities Act in connection with such sale.

The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of

2

the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 120 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 120 days after the consummation of the Registered Exchange Offer.

If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial 2017 Notes, the Initial 2018 Notes, the Initial 2023 Notes and the Initial 2043 Notes held by such Initial Purchaser, a like principal amount of debt securities of such series of the Company issued under the Indenture and substantially identical in all material respects to the Initial 2017 Notes, the Initial 2018 Notes, the Initial 2023 Notes and the Initial 2043 Notes, as applicable (together, the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”.

In connection with the Registered Exchange Offer, the Company shall:

(a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents

(b) keep the Registered Exchange Offer open for not less than 30 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders;

(c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the Trustee;

(d) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and

(e) otherwise comply with all applicable laws.

As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company shall:

(x) accept for exchange all the Initial Securities of each series validly tendered and not withdrawn pursuant to the Registered Exchange Offer and the Private Exchange;

(y) deliver to the Trustee for cancellation all the Initial Securities of each series so accepted for exchange; and

(z) cause the Trustee to authenticate and deliver promptly to each Holder of the Initial 2017 Notes, the Initial 2018 Notes, the Initial 2023 Notes or the Initial 2043 Notes, the Exchange Securities or the Private Exchange Securities of the applicable series, as the case may be, equal in principal amount to the Initial 2017 Notes, the Initial 2018 Notes, the Initial 2023 Notes or the Initial 2043 Notes, as applicable, of such Holder so accepted for exchange.

3

The Indenture provides that the Exchange Securities of each series will not be subject to the transfer restrictions set forth in the Indenture and that all the Securities of each series will vote and consent together on all matters as one class and that none of the Securities of a particular series will have the right to vote or consent as a class separate from one another on any matter.

Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the applicable series of Initial Securities surrendered in exchange therefor or, if no interest has been paid on such series of Initial Securities, from the date of original issue of the applicable series of Initial Securities.

Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of its business, (ii) at the time of commencement of the Registered Exchange Offer, such Holder had no arrangements or understanding with any person to participate in the distribution of any series of Securities or Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of any series of Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange Securities of the applicable series for its own account in exchange for Initial 2017 Notes, Initial 2018 Notes, Initial 2023 Notes or Initial 2043 Notes, as applicable, that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.

Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

If following the date hereof there has been announced a change in Commission policy with respect to exchange offers that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Registered Exchange Offer is permitted by applicable federal law, the Company will seek a no-action letter or other favorable decision from the Commission allowing the Company to consummate the Registered Exchange Offer. The Company will pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company will take all such other actions as may be requested by the Commission or otherwise reasonably required in connection with the issuance of such decision, including without limitation (i) participating in telephonic conferences with the Commission, (ii) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that the Registered Exchange Offer should be permitted and (iii) diligently pursuing a resolution (which need not be favorable) by the Commission staff.

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2. Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the date that is 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”), (iii) at any time prior to the Effectiveness Deadline (as defined below), any Initial Purchaser so requests with respect to the Initial Securities of any series (or the Private Exchange Securities of any series) not eligible to be exchanged for Exchange Securities of the applicable series in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities of the applicable series on the date of the exchange and any such Holder so requests for any reason other than the failure by such Holder to make a timely and valid tender in accordance with the Registered Exchange Offer, the Company shall take the following actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a “Trigger Date”):

(a) The Company shall as promptly as practicable prepare and file with the Commission and thereafter use its reasonable best efforts to cause to be declared effective not later than the latter to occur of the date that is (i) 150 days after the Trigger Date and (ii) 365 days after the Closing Date (such 150th or 365th day, as the case may be, being an “Effectiveness Deadline”), a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities of the applicable series by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by the Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.

(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period that terminates on the later of (x) one year (or for such longer period if extended pursuant to Section 3(j) below) from the Closing Date or (y) 90 days from the effectiveness of such Shelf Registration Statement, or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities (such applicable period being called the “Shelf Registration Period”).

(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

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3. Registration Procedures. In connection with any Shelf Registration Statement contemplated by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply:

(a) The Company shall (i) furnish to each Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial Purchaser (with respect to any portion of an unsold allotment from the original offering of the Initial Securities) is participating in the Registered Exchange Offer or the Shelf Registration Statement, the Company shall use its best efforts to reflect in each such document, when so filed with the Commission, such comments as such Initial Purchaser reasonably may propose not later than five business days after delivery of such documents to such Initial Purchaser; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by an Initial Purchaser, include the information required by Items 507 or 508, as applicable, of Regulation S-K under the Securities Act in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Initial Purchasers, which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of the Initial Purchasers based upon advice of counsel (which may be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include the names of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling securityholders.

(b) The Company shall give written notice to the Initial Purchasers, the Holders of the Securities of the applicable series and any Participating Broker-Dealer from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made):

(i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

(ii) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information;

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;

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(iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities of any series for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose of which the Company has knowledge; and

(v) of the happening of any event that requires the Company to make changes in the Registration Statement or the prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading.

(c) The Company shall make every reasonable effort to obtain the withdrawal, at the earliest possible time, of any order suspending the effectiveness of the Registration Statement.

(d) The Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference).

(e) The Company shall deliver to each Exchanging Dealer and each Initial Purchaser, and to any other Holder who so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if any Initial Purchaser or any such Holder requests, all exhibits thereto (including those incorporated by reference).

(f) The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use in accordance with applicable law of the prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(g) The Company shall deliver to each Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such persons may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use in accordance with applicable law of the prospectus or any amendment or supplement thereto by any Initial Purchaser, if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement.

(h) Prior to any public offering of any series of Securities pursuant to any Registration Statement, the Company shall cooperate with the Holders of the Securities included therein and their Special Counsel (as defined in paragraph (p) below) in connection with the

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registration or qualification of the Securities of such series for offer and sale under the securities or “blue sky” laws of such states of the United States as any Holder of the Securities of such series reasonably requests in writing and do any and all other acts or things reasonably necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject.

(i) The Company shall cooperate with the Holders of the Securities of each series to facilitate the timely preparation and delivery of certificates representing the Securities of each series to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of each series of Securities pursuant to such Registration Statement.

(j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above during the period for which the Company is required to maintain an effective Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities of the applicable series or purchasers of Securities of the applicable series, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Initial Purchasers, the Holders of the Securities of the applicable series and any known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Initial Purchasers, the Holders of the Securities of the applicable series and any such Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial Purchasers, the Holders of the Securities of the applicable series and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j).

(k) Not later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for each series of the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for each series of the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company.

(l) The Company will use its reasonable best efforts to comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period.

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(m) The Company shall use its reasonable best efforts to cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner and, in connection therewith, cooperate with the Trustee under the Indenture and the Holders of Securities of each series to effect such changes to the Indenture as may be required for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

(n) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Company may exclude from such registration the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request.

(o) The Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as any Holder of the Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration.

(p) In the case of any Shelf Registration, the Company shall (i) make available at reasonable times and upon reasonable notice for inspection by a representative of the Holders of a majority in aggregate principal amount of the Securities being sold, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders of the Securities or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and (ii) cause the Company’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders of the Securities or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the Initial Purchasers by you and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described herein (which counsel shall be Latham & Watkins LLP or another law firm reasonably acceptable to the Company, such counsel being referred to herein as the “Special Counsel”); provided, further, however, that, as a condition to supplying such information, the Company shall receive an agreement in writing from such Special Counsel agreeing that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information shall be kept confidential by such Special Counsel and any other person entitled to receive such information pursuant to this paragraph (p) unless (w) disclosure of such information is required pursuant to applicable law or by court or administrative order, (x) disclosure of such information is, in the reasonable opinion of counsel to the Company, necessary to avoid or correct a misstatement or omission of a material fact in any Registration Statement, prospectus or any supplement or post-effective amendment thereto or disclosure is otherwise required by law, (y) such information becomes generally available to the public other than as a result of a disclosure by such counsel or any other person entitled to receive such information pursuant to this paragraph (p) in violation of this proviso or (z) such information is approved for release by the Company in writing.

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(q) In the case of any Shelf Registration, the Company, if requested by any Holder of Securities covered thereby, shall cause (i) its counsel to deliver an opinion and updates thereof relating to the Securities in customary form addressed to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement (it being agreed that the matters to be covered by such opinion shall include, without limitation, the due incorporation and good standing of the Company and its “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X); the qualification of the Company and its significant subsidiaries to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 3(o) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the applicable Securities; the absence of material legal or governmental proceedings involving the Company and its significant subsidiaries; the absence of governmental approvals required to be obtained in connection with the Shelf Registration Statement, the offering and sale of the applicable Securities, or any agreement of the type referred to in Section 3(o) hereof; the compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act, respectively; and, as of the date of the opinion and as of the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, and from any documents incorporated by reference therein, if applicable, of an untrue statement of a material fact or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any such documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange Act); (ii) its officers to execute and deliver all customary documents and certificates and updates thereof requested by any underwriters of the applicable Securities; and (iii) its independent public accountants and the independent public accountants with respect to any other entity, if any, for which financial information is provided in the Shelf Registration Statement to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72.

(r) In the case of the Registered Exchange Offer, if requested by any Initial Purchaser or any known Participating Broker-Dealer, the Company shall cause (i) its counsel to deliver to such Initial Purchaser or such Participating Broker-Dealer a signed opinion in the form set forth in Section 6(d)-(f) of the Purchase Agreement with such changes as are customary in connection with the preparation of a Registration Statement and (ii) its independent public accountants and the independent public accountants with respect to any other entity, if any, for which financial information is provided in the Registration Statement to deliver to such Initial Purchaser or such Participating Broker-Dealer a comfort letter or comfort letters, as applicable, in customary form, meeting the requirements as to the substance thereof as set forth in Section 6(a)-(b) of the Purchase Agreement, with appropriate date changes.

(s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Initial 2017 Notes, the Initial 2018 Notes, the Initial 2023 Notes and the Initial 2043 Notes, as applicable, by Holders to the Company (or to such other Person as directed by the Company) in exchange for the applicable series of Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall mark, or caused to be marked, on the Initial Securities so exchanged that such Initial Securities are being canceled in exchange for the applicable series of Exchange Securities or Private Exchange Securities, as the case may be; in no event shall any Initial Securities be marked as paid or otherwise satisfied.

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(t) The Company will use its reasonable best efforts to cause each series of Securities covered by any Registration Statement to continue to be rated by the rating agencies that initially rated such Securities during the period that any such Registration Statement is required hereunder to remain effective (it being acknowledged, however, that the foregoing shall not be deemed to require the Company to maintain the rating of such Securities at the rating initially given to the Securities).

(u) In the event that any broker-dealer registered under the Exchange Act shall underwrite any series of Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of the Financial Industry Regulatory Authority (“FINRA”)) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a “qualified independent underwriter” (as defined in Rule 2720) to participate in the preparation of the Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules.

(v) The Company shall use its reasonable best efforts to take all other steps necessary to effect the registration of each series of the Securities covered by a Registration Statement contemplated hereby.

(w) Notwithstanding any other provision hereof, the Company may postpone or suspend the filing or the effectiveness of a Registration Statement (or any amendments or supplements thereto) if (i) such action is required by applicable law or (ii) such action is taken by the Company in good faith and for valid business reasons (not including the avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, other pending corporate developments, public filings with the Commission or other similar events, so long as the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable. Notwithstanding the occurrence of any event referred to in the immediately preceding sentence (each such occurrence, a “Suspension”), no such Suspension shall suspend, postpone or in any other manner affect the running of the time period after which a Registration Default shall be deemed to occur and, if the filing or effectiveness of any such Registration Statement is postponed or suspended as a result of a Suspension, a Registration Default shall nonetheless exist if all other requirements required for the occurrence of a Registration Default shall then be satisfied, and the provisions of Section 6 hereof requiring the accrual and payment of Additional Interest, as set forth in such Section, on each series of the Securities shall be payable.

4. Registration Expenses.

(a) All expenses incident to the Company’s performance of and compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation;

(i) all registration and filing fees and expenses;

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(ii) all fees and expenses of compliance with federal securities and state “blue sky” or securities laws;

(iii) all expenses of printing (including printing certificates for each series of the Securities to be issued in the Registered Exchange Offer and the Private Exchange and printing of Prospectuses), messenger and delivery services and telephone;

(iv) all fees and disbursements of counsel for the Company; and

(v) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance).

The Company will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company.

(b) In connection with any Registration Statement required by this Agreement, the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering Initial Securities in the Registered Exchange Offer and/or selling or reselling Securities pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of the Special Counsel.

5. Indemnification.

(a) The Company agrees to indemnify and hold harmless each Holder of the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that (i) the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any prospectus relating to a Shelf Registration Statement, the

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indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered by such Holder or Participating Broker-Dealer under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker-Dealer results from the fact that there was not delivered to such person, at or prior to the confirmation of the sale of such Securities to such person, a prospectus correcting any such untrue statement or omission or alleged untrue statement or omission; provided that the Company had previously furnished copies thereof to such Holder or Participating Broker-Dealer; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. The Company shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders.

(b) Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons.

(c) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the commencement thereof; provided, however, that the omission so to notify the indemnifying party (i) shall not relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof; provided, however, that the indemnified

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party shall have the right to employ counsel to represent the indemnified party and their respective controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnified party against the indemnifying party under this Section 5 if the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such action, if in the written opinion of counsel to either the indemnifying party or the indemnified party, representation of both parties by the same counsel would be inappropriate due to actual or likely conflicts of interest between them or the indemnifying party shall have failed to employ counsel within a reasonable period of time, and in that event the fees and expenses of one firm of separate counsel (in addition to the fees and expenses of one firm of local counsel in each applicable jurisdiction) shall be paid by the indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company.

(e) The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party.

14

6. Additional Interest Under Certain Circumstances.

(a) Additional interest (the “Additional Interest”) with respect to each Transfer Restricted Security in a series shall be assessed as follows if either of the following events occur (each such event in clauses (i) and (ii) below being herein called a “Registration Default”):

(i) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline; or

(ii) on and after the applicable Effectiveness Deadline (plus an additional 30 days in respect of the Exchange Offer Registration Statement), any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities of such series during the periods specified herein because (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder or (3) of a Suspension by the Company in accordance with Section 3(w) hereof.

Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission.

Additional Interest shall accrue on each Transfer Restricted Security over and above the interest set forth in the title of such Transfer Restricted Security from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have ceased to be continuing, at a rate of 0.50% per annum (the “Additional Interest Rate”).

(b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the date of such Registration Default until such Registration Default ceases.

15

(c) Notwithstanding the foregoing, the Company shall not be required to pay the Additional Interest required pursuant to paragraph (a) above to a Holder of Transfer Restricted Securities if the applicable Registration Default arises by reason of the failure of such Holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the FINRA or the Commission may request in connection with such Shelf Registration Statement or (iii) is required to comply with the agreements of such Holder contained in Section 3(a) to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared effective.

(d) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities of the applicable series. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities of such series and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

(e) “Transfer Restricted Securities” means each Security until the earliest of (i) the date on which such Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security of the applicable series in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial 2017 Note, Initial 2018 Note, Initial 2023 Note or Initial 2043 Note, as applicable, for an Exchange Security of the applicable series, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement, (iv) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act or (v) two years from the Closing Date, provided, however, that at the written request of the Company, the Representative may in its sole discretion agree to shorten such two-year period to one year from the Closing Date.

7. Rules 144 and 144A. The Company agrees with each Holder, for so long as any Transfer Restricted Securities of any series remain outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities of the applicable series in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of the Exchange Act, to use its reasonable best efforts to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities by Holders (other than affiliates and certain recent affiliates) pursuant to Rule 144.

8. Underwritten Registrations. If any of the Transfer Restricted Securities of a certain series covered by any Shelf Registration are to be sold in an underwritten offering, subject to the proviso in Section 3(o) hereof, the investment banker or investment bankers and manager or managers that will administer the offering (the “Managing Underwriters”) will be selected by the Holders of a majority in aggregate principal amount of such series of Transfer Restricted Securities to be included in such offering and will be reasonably acceptable to the Company.

16

No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

9. Miscellaneous.

(a) Remedies. The Company acknowledges and agrees that any failure by the Company to comply with its obligations under Section 1 and 2 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under Sections 1 and 2 hereof. The Company further agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b) No Inconsistent Agreements. The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The Company hereby represents that the rights granted to the Holders hereunder do not conflict with and are not inconsistent with the rights granted to the holders of the Company’s securities under any agreement in effect on the date hereof.

(c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and with the written consent of the Holders of a majority in principal amount of the Securities of each series affected by such amendment, modification, supplement, waiver or consents; provided, however, that, with respect to any matter that directly or indirectly adversely affects the rights of any Holder of Transfer Restricted Securities occurring within the period in which any Registration Statement is effective for such Holder, the Company shall obtain the written consent of each such Holder against which such amendment, modification, supplement, waiver, consent or departure is to be effective. Without the consent of the Holder of each affected Security, however, no modification may change the provisions relating to the payment of Additional Interest.

(d) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery:

(1) if to a Holder of the Securities, at the most current address given by such Holder to the Company.

(2) if to the Initial Purchasers to each of (i) Barclays Capital Inc., 745 7th Avenue, New York, NY 10019, Fax: (646) 834-8133, Attention: Syndicate Registration; (ii) Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013, Fax: (212 816-7912, Attention: General Counsel; (iii) J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Fax: (212) 834-6081, Attention: Investment Grade Syndicate Desk – 3rd Floor; and (iv) RBS Securities Inc., 600 Washington Blvd, Stamford, CT 06901, Fax: (203) 873-4534, Attention: Debt Capital Markets / Syndicate

17

and with a copy to:

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022-4802

Fax No.: (212) 751-4864

Attention: Jonathan R. Rod

(3) if to the Company, at its address as follows:

MidAmerican Energy Holdings Company

666 Grand Avenue

P.O. Box 657

Des Moines, Iowa 50306-0657

Fax No.: (402) 241-1658

Attention: General Counsel

with a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Fax No. (212) 351-5324

Attention: Peter J. Hanlon

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery.

(e) Third Party Beneficiaries. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the other, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder.

(f) Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns.

(g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

18

(j) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(k) Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Securities of a series is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(l) Submission to Jurisdiction. Each of the parties hereto hereby submits to the exclusive jurisdiction of the Federal and State Courts of the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

[Remainder of Page Intentionally Left Blank.]

19

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms.

Very truly yours,
MIDAMERICAN ENERGY HOLDINGS COMPANY
By:	/s/ Calvin D. Haack
	Name: Calvin D. Haack
	Title: Vice President and Treasurer

Registration Rights Agreement

The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written.

BARCLAYS CAPITAL INC.
By:	/s/ Robert A. Stowe
Name: Robert A. Stowe
Title: Managing Director

CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Brian Bednarski
Name: Brian Bednarski
Title: Managing Director

J.P. MORGAN SECURITIES LLC
By:	/s/ Robert Bottamedi
Name: Robert Bottamedi
Title: Vice President

RBS SECURITIES INC.
By:	/s/ Okwudiri Onyedum
Name: Okwudiri Onyedum
Title: Managing Director – Debt Capital Markets

On behalf of each of the Purchasers

listed in Schedule A of the Purchase Agreement

Registration Rights Agreement

ANNEX A

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 120 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

ANNEX B

Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”

ANNEX C

PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 120 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                     , 20    , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.⁽¹⁾

The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 120 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

⁽¹⁾ In addition, the legend required by Item 502(e) of Regulation S-K will appear on the inside front cover page of the Exchange Offer prospectus below the Table of Contents.

ANNEX D

[    ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE INITIAL SECURITIES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

[    ] CHECK HERE IF YOU ARE NOT SUCH A BROKER-DEALER BUT ARE A QUALIFIED INSTITUTIONAL BUYER OR OTHERWISE RECEIVED THE INITIAL SECURITIES IN A TRANSACTION OR SERIES OF TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:                                         

Address:                                     

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

EX-10.17

Exhibit 10.17

EQUITY CONTRIBUTION AGREEMENT

(FINANCING DOCUMENTS)

Dated as of June 27, 2013

by and among

MIDAMERICAN ENERGY HOLDINGS COMPANY,

as the Contributor,

SOLAR STAR FUNDING, LLC,

as the Company,

SSC XIX, LLC

as the SS1 Company Owner,

SSC XX, LLC

as the SS2 Company Owner,

SOLAR STAR CALIFORNIA XIX, LLC

and

SOLAR STAR CALIFORNIA XX, LLC,

as the Project Companies,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as the Collateral Agent

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS; INTERPRETATION			2
Section 1.1.	Definitions		2
Section 1.2.	Interpretation		6
ARTICLE II. EQUITY CONTRIBUTIONS			6
Section 2.1.	Equity Contributions		6
Section 2.2.	Contribution Mechanics		7
Section 2.3.	Accelerated Equity Contributions		8
Section 2.4.	Deemed Equity Contributions		8
ARTICLE III. EQUITY CREDIT SUPPORT			8
Section 3.1.	General		8
Section 3.2.	Extraordinary Draw Circumstances		9
Section 3.3.	Excess Amounts		9
Section 3.4.	Cancellation or Return of Funds		10
ARTICLE IV. BANKRUPTCY			10
Section 4.1.	Bankruptcy Waiver by Contributor		10
Section 4.2.	Bankruptcy Events		11
ARTICLE V. WAIVERS; UNCONDITIONALITY; SUBROGATION; REINSTATEMENT			11
Section 5.1.	Waiver of Defenses		11
Section 5.2.	Obligations Unconditional		12
Section 5.3.	Subrogation		13
Section 5.4.	Reinstatement		13
ARTICLE VI. PURCHASED INTERESTS IN BANKRUPTCY			14
Section 6.1.	Required Purchase of Interests		14
Section 6.2.	Effect of Purchase of Purchased Interests		14
Section 6.3.	Subordinate Nature of Purchased Interests		14
Section 6.4.	No Voting Rights		15
Section 6.5.	Obligations Unconditional		15
Section 6.6.	Notice of Purchase		15
ARTICLE VII. REPRESENTATIONS AND WARRANTIES			15
Section 7.1.	Organization; Authority; Powers		15
Section 7.2.	No Conflict		15
Section 7.3.	Enforceability		16
Section 7.4.	No Litigation		16
Section 7.5.	Equity Interests		16

Section 7.6.	Compliance with Law	16
Section 7.7.	Financial Statements	16
Section 7.8.	Adequate Information	16
Section 7.9.	Investment Company Act	16
Section 7.10.	Solvency	16
Section 7.11.	Pari Passu Obligations	16
ARTICLE VIII. COVENANTS		17
Section 8.1.	Existence	17
Section 8.2.	Compliance with Laws	17
Section 8.3.	Fundamental Changes	17
Section 8.4.	Further Assurances	17
ARTICLE IX. MISCELLANEOUS		17
Section 9.1.	Notices	17
Section 9.2.	Entire Agreement	17
Section 9.3.	Severability	18
Section 9.4.	Headings	18
Section 9.5.	GOVERNING LAW	18
Section 9.6.	Jurisdiction; Consent to Service of Process	18
Section 9.7.	WAIVERS	18
Section 9.8.	Amendments	19
Section 9.9.	Assignments	19
Section 9.10.	Counterparts	20
Section 9.11.	No Waiver	20
Section 9.12.	Specific Performance	20
Section 9.13.	Termination	20
Section 9.14.	Rights of Collateral Agent	20

ii

This EQUITY CONTRIBUTION AGREEMENT (FINANCING DOCUMENTS) (this “Agreement”), dated as of June 27, 2013, is entered into by and among MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa corporation (the “Contributor”), SOLAR STAR FUNDING, LLC, a Delaware limited liability company (the “Company”), SSC XIX, LLC, a Delaware limited liability company (the “SS1 Company Owner”), SSC XX, LLC, a Delaware limited liability company (“SS2 Company Owner” and, together with the SS1 Company Owner, the “Project Company Owners”), SOLAR STAR CALIFORNIA XIX, LLC, a Delaware limited liability company (“SS1 Company”), SOLAR STAR CALIFORNIA XX, LLC, a Delaware limited liability company (“SS2 Company” and together with SS1 Company, the “Project Companies” and each individually, a “Project Company”) and Wells Fargo Bank, National Association, as the Collateral Agent under the Intercreditor Agreement referenced below (in such capacity, together with any successor Collateral Agent appointed pursuant to the Intercreditor Agreement, the “Collateral Agent”). Capitalized terms used in this Agreement are defined as set forth in Section 1.1.

R E C I T A L S:

WHEREAS, the Contributor indirectly owns 100% of the outstanding Equity Interests in ASVP Holding, LLC (the “Pledgor”), and the Pledgor directly or indirectly owns 100% of the outstanding Equity Interests in each of the Obligors.

WHEREAS, (a) the Company, SS1 Company Owner and SS1 Company intend to develop, design, engineer, procure, construct, commission, finance, own, operate, maintain and use an alternating current solar photovoltaic electric generating facility with a capacity of approximately 309 MW at the delivery point (approximately 318 MW nameplate capacity) owned by SS1 Company, together with an on-site electrical substation, a 230 kV switching station, certain monitoring and maintenance infrastructure and other ancillary facilities to be located in Kern and Los Angeles Counties, California (as more fully defined in the Intercreditor Agreement, the “SS1 Project”) and (b) the Company, SS2 Company Owner and SS2 Company intend to develop, design, engineer, procure, construct, commission, finance, own, operate, maintain and use an alternating current solar photovoltaic electric generating facility with a capacity of approximately 270 MW at the delivery point (approximately 279 MW nameplate capacity) owned by SS2 Company, together with two on-site electrical substations, two 230 kV switching stations, certain monitoring and maintenance infrastructure and other ancillary facilities to be located in Kern County, California (as more fully defined in the Intercreditor Agreement, the “SS2 Project” and, together with the SS1 Project, the “Projects” and each individually, a “Project”);

WHEREAS, the Obligors intend to incur certain Indebtedness pursuant to the Financing Documents and, in connection therewith, enter into the Collateral Agency and Intercreditor Agreement, dated as of the Closing Date (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified and in effect from time to time, the “Intercreditor Agreement”), among the Company, the Project Company Owners, the Project Companies, the Pledgor, the Administrative Agent, the Collateral Agent and Indenture Trustee named therein and each other Person party thereto from time to time;

WHEREAS, the Contributor has agreed to make or cause to be made Equity Contributions to the Obligors from time to time in accordance with the terms hereof; and

WHEREAS, in order to induce the Secured Parties to extend credit and other financial accommodations to or for the benefit of, and purchase debt securities of, the Company pursuant to the Financing Documents, the parties have agreed to the provisions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the agreements, provisions and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

A G R E E M E N T:

ARTICLE I.

DEFINITIONS; INTERPRETATION

Section 1.1. Definitions. Each capitalized term used and not otherwise defined herein (including in the introductory paragraph and recitals hereto) shall have the meaning assigned to such term (whether directly or by reference to another agreement or document) in the Intercreditor Agreement. In addition to the terms defined in the Intercreditor Agreement, the following terms used herein, including in the introductory paragraph and recitals hereto, shall have the following meanings:

“Acceptable L/C Issuer” shall mean a financial institution whose unsecured and unguaranteed long-term senior debt obligations are rated at least A3 by Moody’s Investors Service, Inc. or at least A- by Standard & Poor’s Ratings Group, Inc.

“Account Bank” shall mean, with respect to a Cash Collateral Account, the bank at which such Cash Collateral Account is established and maintained.

“Agreement” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Cash Collateral Account” shall have the meaning assigned to such term in Section 3.1(a).

“Collateral Agent” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Commitments” shall have the meaning assigned to such term in the Reimbursement Agreement.

“Company” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Construction Account” shall have the meaning assigned to such term in the Depositary Agreement.

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“Contribution Date” shall mean each date that an Equity Contribution is required to be made or is made by the Contributor.

“Contribution Notice” shall mean a notice delivered by the Company (or the Collateral Agent, as permitted under Section 2.2(a)) to the Contributor setting forth the requested Contribution Date (which shall be no sooner than five Business Days following the date such notice is delivered) and the amount of the requested Equity Contribution.

“Contributor” shall have the meaning set forth in the introductory paragraph of this Agreement.

“Defaulted Payment” shall have the meaning assigned to such term in Section 6.1.

“EPC ECA (SS1 Project)” shall mean the Sponsor Equity Contribution Agreement, dated as of December 28, 2012, among the SS1 Company, the SS1 Company Owner, the Contributor, SunPower Corporation, Systems, and SunPower Corporation.

“EPC ECA (SS2 Project)” shall mean the Sponsor Equity Contribution Agreement, dated as of December 28, 2012, among the SS2 Company, the SS2 Company Owner, the Contributor, SunPower Corporation, Systems, and SunPower Corporation.

“EPC ECAs” shall mean, collectively, the EPC ECA (SS1 Project) and the EPC ECA (SS2 Project).

“Equity Commitment” shall mean $2,750,600,000.00

“Equity Contribution” shall mean, without duplication, (a) a deemed (in accordance with Section 2.4) cash equity contribution by the Contributor to equity of the Pledgor and (b) a deemed (in accordance with Section 2.4) cash equity contribution (with the cash equity contribution made under clause (a) above) by the Pledgor to equity of the Company or either Project Company.

“Equity Letter of Credit” shall mean an irrevocable letter of credit (including any replacement irrevocable letter of credit provided therefor from time to time in accordance with Section 3.1(b)) (a) that is provided by, or on behalf of, the Contributor in support of the Equity Commitment, (b) that is issued by an Acceptable L/C Issuer, (c) that names the Collateral Agent (for the benefit of the Secured Parties) as the beneficiary thereunder, (d) for which the reimbursement obligations are not secured by any of the Collateral, (e) that names a Person other than any Obligor as the account party subject to payment of reimbursement obligations thereunder (and with respect to which none of the Obligors is directly or indirectly liable for the payment of reimbursement obligations) and (f) is in form and substance reasonably satisfactory to the Collateral Agent.

“Intercreditor Agreement” shall have the meaning assigned to such term in the recitals to this Agreement.

“Material Adverse Effect” shall mean a material and adverse effect on the Contributor’s ability to perform its obligations under this Agreement.

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“MIPA (AV 1 Project)” shall mean the Membership Interest Purchase Agreement for purchase of membership interests in Solar Star California XIX, LLC, dated as of December 28, 2012, by and among SunPower Corporation, Systems, SunPower Corporation and the SS1 Company Owner.

“MIPA (AV 2 Project)” shall mean the Membership Interest Purchase Agreement for purchase of membership interests in Solar Star California XX, LLC, dated as of December 28, 2012, by and among SunPower Corporation, Systems, SunPower Corporation and the SS2 Company Owner.

“MIPAs” shall mean, collectively, the MIPA (AV 1 Project) and the MIPA (AV 2 Project).

“Pledgor” shall have the meaning assigned to such term in the recitals to this Agreement.

“Pre-Closing Contributions” shall mean all amounts which have been loaned or contributed by or on behalf of the Contributor or the Pledgor to or for the benefit of the Obligors on or prior to the date hereof, which amounts are equal to $292,784,486.36.

“Pre-Closing Purchase Price Payments” shall mean all amounts paid by or on behalf of the Project Company Owners to SunPower Corporation, Systems and SunPower Corporation prior to the date hereof as purchase price for the Equity Interests of the Project Companies pursuant to the MIPAs, which amounts are equal to $34,209,096.

“Project Company” and “Project Companies” shall have the meaning assigned to such terms in the introductory paragraph of this Agreement.

“Project Company Owners” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Project” and “Projects” shall have the meaning assigned to such terms in the recitals to this Agreement.

“Project Costs” shall have the meaning assigned to such term in the Depositary Agreement.

“Purchased Interests” shall have the meaning assigned to such term in Section 6.1.

“Reimbursed Contributions” shall mean amounts repaid or reimbursed by the Obligors to the Contributor or an Affiliate of the Contributor as described in clause (g) of the definition of “Project Costs” in the Depositary Agreement.

“Required Equity Contribution” shall have the meaning assigned to such term in Section 2.1(a).

“Required Ratings” of any Person shall mean credit ratings of such Person’s unsecured long-term senior debt obligations of at least two of the following: (a) Baa3 from Moody’s Investors Service, Inc., (b) BBB- from Standard & Poor’s Ratings Group, Inc. and (c) BBB- from Fitch Ratings.

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“Solvent” shall mean, with respect to any Person, that, as of the date of determination, both (a) (i) the sum of such Person’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Person’s present assets, (ii) such Person’s capital is not unreasonably small in relation to its business as contemplated on the applicable date of determination and (iii) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (b) such Person is “solvent” within the meaning given that term and similar terms under the Bankruptcy Law and other applicable Governmental Rules relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“SS1 Company” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“SS1 Company Owner” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“SS1 Project” shall have the meaning assigned to such term in the recitals to this Agreement.

“SS2 Company” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“SS2 Company Owner” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“SS2 Project” shall have the meaning assigned to such term in the recitals to this Agreement.

“Termination Date” shall have the meaning set forth in Section 9.13.

“Unfunded Commitment” shall mean, as of any date of determination, the positive result (if any) of the following (without duplication):

(a) the Equity Commitment, minus

(b) the total Equity Contributions made or deemed made hereunder (including as a result of (i) any drawing on the Equity Letter of Credit or a Cash Collateral Account pursuant to Section 2.2(b), (ii) voluntary Equity Contributions made as described in Section 2.1(c)(x), (iii) accelerated Equity Contributions made pursuant to Section 2.3 or (iv) the purchase by the Contributor of Purchased Interests pursuant to Section 6.1) on or prior to such date, minus

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(c) the total amount of any Pre-Closing Contributions, minus

(d) the total amount of any (i) Pre-Closing Purchase Price Payments and (ii) any additional amounts paid by or on behalf of the Project Company Owners to SunPower Corporation, Systems and SunPower Corporation as additional “Purchase Price” adjustments under, and as defined in, the MIPAs, minus

(e) the total equity contributions made on or prior to such date by the Contributor pursuant to the EPC ECAs (but, for certainty, without duplication of the Equity Contributions), minus

(f) the aggregate principal amount of the Series A Senior Secured Notes and, to the extent issued on or prior to such date, the Additional Senior Secured Notes, minus

(g) all Project Revenues (as defined in the Depositary Agreement) deposited into the Revenue Account (as defined in the Depositary Agreement) on or prior to such date, plus

(h) all Reimbursed Contributions that have been paid to the Contributor or an Affiliate of the Contributor on or prior to such date.

Section 1.2. Interpretation. Unless otherwise provided herein, the rules of interpretation set forth in the Intercreditor Agreement shall apply, mutatis mutandis, to this Agreement (including its introductory paragraph and recitals).

ARTICLE II.

EQUITY CONTRIBUTIONS

Section 2.1. Equity Contributions.

(a) Required Equity Contributions. At any time prior to the Termination Date that there are no amounts on deposit in the Construction Account to pay for Project Costs or amounts on deposit in the Construction Account are not available for the payment of Project Costs (including as a result of the occurrence and continuance of an Event of Default), the Contributor shall make, or cause to be made, an Equity Contribution (a “Required Equity Contribution”), in accordance with the mechanics set forth in Section 2.2(a), in an amount (as set forth in the Contribution Notice described below) equal to (subject to Section 2.1(b)) the amount of Project Costs then due and payable or reasonably anticipated to become due and payable within the following 30-day period on the Contribution Date set forth in a Contribution Notice delivered by the Company to the Contributor no less than five Business Days prior to such Contribution Date.

(b) Maximum Equity Contributions. Notwithstanding anything to the contrary set forth therein, the Contributor shall not be obligated to make any Equity Contribution pursuant to Section 2.1(a) in an amount that would exceed the then Unfunded Commitment.

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(c) No Limitation on Voluntary Equity Contributions. Nothing herein shall be construed to prohibit or otherwise limit the Contributor or any of its Affiliates from depositing or causing to be deposited voluntary Equity Contributions (x) in the Construction Account or (y) other accounts, in each case at the time and in the amount elected by the Contributor in its sole discretion.

Section 2.2. Contribution Mechanics.

(a) Cash Funding. The Contributor (i) shall make each Required Equity Contribution by depositing an amount equal to such Required Equity Contribution, as specified in the applicable Contribution Notice, in the Construction Account no later than 1:00 p.m. (New York City time) on the Contribution Date specified in such Contribution Notice and (ii) may make, from time to time in its sole discretion, Equity Contributions upon delivery of notice thereof to the Collateral Agent by depositing an amount equal to such Equity Contribution in the Construction Account. If the Company shall not have delivered a Contribution Notice for any Required Equity Contribution to the Contributor on or prior to the Business Day prior to the first payment date for the Project Costs that are to be paid with the proceeds of such Required Equity Contribution, the Collateral Agent shall be permitted (but shall not be required) to deliver such Contribution Notice on behalf of the Company to the Contributor.

(b) Funding by Draws or Transfers. If, at any time that the Equity Letter of Credit is then in effect or a Cash Collateral Account is then being maintained, the Contributor does not deposit, or cause to be deposited, a Required Equity Contribution in the Construction Account on the Contribution Date specified in the applicable Contribution Notice, the Collateral Agent may (or, if the Collateral Agent receives a written notice from the Contributor certifying that it does not have sufficient funds to make, or intends for any reason not to make, a Required Equity Contribution on any Contribution Date and stating the amount of such unfunded Required Equity Contribution, the Collateral Agent shall):

(i) if the Equity Letter of Credit is then in effect, draw the Equity Letter of Credit in the amount of such unfunded Required Equity Contribution, and the Collateral Agent shall deposit, or cause to be deposited, the proceeds of such drawing directly into the Construction Account; or

(ii) if a Cash Collateral Account has been established and funded pursuant to Section 3.1(a) or 3.2 and is then being maintained, direct the applicable Account Bank to transfer funds in the amount of such unfunded Required Equity Contribution from such Cash Collateral Account to the Construction Account.

The Collateral Agent’s failure to draw upon the Equity Letter of Credit or direct funds to be withdrawn from a Cash Collateral Account in accordance with this Section 2.2(b) shall not limit or relieve the obligations of the Contributor under Section 2.2(a); provided that any failure of the Contributor to fund a Required Equity Contribution resulting from a failure by the Collateral Agent to draw or direct in accordance with this Section 2.2(b) shall not constitute a default of the Contributor hereunder, a Default or an Event of Default.

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Section 2.3. Accelerated Equity Contributions. At any time prior to the Termination Date, if (a) a Trigger Event has occurred and is continuing or (b) requested by the Required Secured Parties after the occurrence and during the continuance of an Event of Default (which request shall be made by the Required Secured Parties only if the Secured Parties comprising the Required Secured Parties shall have reasonably determined that such Event of Default could reasonably be expected to result in a Material Adverse Effect (as defined in the Depositary Agreement)), in either case, as indicated in a written notice of the Collateral Agent delivered to the Contributor, the Contributor shall make or cause to be made Equity Contributions, within five Business Days following receipt of such notice, to the Construction Account in an amount equal to the then Unfunded Commitment. If the Contributor fails to make or cause to be made the Equity Contributions as and when required to be made pursuant to the immediately preceding sentence, the Collateral Agent may, if applicable, draw upon the Equity Letter of Credit or direct the transfer of amounts from any Cash Collateral Account, in either case, in an amount equal to the lesser of (i) the amount of the Equity Contribution required to be made pursuant to this Section 2.3 and (ii) the stated amount of the Equity Letter of Credit or the amount then on deposit in such Cash Collateral Account, as applicable.

Section 2.4. Deemed Equity Contributions. Upon (a) the deposit by the Contributor of an Equity Contribution in the Construction Account pursuant to Section 2.1(c)(x) or 2.2(a), or the deposit by the Contributor of an Equity Contribution in any other account pursuant to Section 2.1(c)(y), (b) the deposit by the Collateral Agent of the proceeds of a drawing under the Equity Letter of Credit in the Construction Account pursuant to Section 2.2(b)(i) or (c) the transfer by the applicable Account Bank of amounts from a Cash Collateral Account to the Construction Account pursuant to Section 2.2(b)(ii), and notwithstanding that any such amounts shall be deposited directly into the Construction Account, (i) the Contributor shall be deemed to have made an equity contribution to MidAmerican Renewables, LLC in the amount of such Equity Contribution or deposited or transferred amount, (ii) MidAmerican Renewables, LLC shall be deemed to have made an equity contribution to MidAmerican Solar, LLC in the amount of such Equity Contribution or deposited or transferred amount, (iii) MidAmerican Solar, LLC shall be deemed to have made an equity contribution to the Pledgor in the amount of such Equity Contribution or deposited or transferred amount, and (iv) the Pledgor shall be deemed to have made an equity contribution to the Company in the amount of such Equity Contribution or deposited or transferred amount.

ARTICLE III.

EQUITY CREDIT SUPPORT

Section 3.1. General.

(a) Delivery; Maintenance. Within 30 days following any date on which the Contributor ceases to maintain the Required Ratings, the Contributor shall (i) deliver, or cause to be delivered, to the Collateral Agent the Equity Letter of Credit or (ii) fund, or cause to be funded, a cash collateral account established for the sole purpose of holding such amounts (which cash collateral account shall be pledged by the Contributor to the Collateral Agent (for the benefit of the Secured Parties) on customary terms) (a “Cash Collateral Account”), in either case, in an amount equal to the then Unfunded Commitment. At all times thereafter and prior to the earlier of (A) any date on which the Contributor reacquires the Required Ratings and (B) the Termination Date, the Contributor shall maintain the Equity Letter of Credit or a Cash Collateral Account, in either case, in an amount equal to the then Unfunded Commitment.

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(b) Replacement. The Contributor may replace, or cause to be replaced, the Equity Letter of Credit or a Cash Collateral Account with one or more substitute Equity Letters of Credit and/or Cash Collateral Accounts from time to time, and the Collateral Agent shall deliver to the Contributor all documentation in its possession and reasonably requested by the Contributor in order to effect such replacement.

Section 3.2. Extraordinary Draw Circumstances. If at any time that an Equity Letter of Credit is in effect:

(a) the Contributor shall have failed to cause the Equity Letter of Credit to be maintained in a stated amount at least equal to the Unfunded Commitment and such failure has continued for a period of 30 days or more;

(b) the Contributor shall have failed to cause the Equity Letter of Credit to be renewed, extended or replaced at least 30 days prior to the stated expiration date thereof;

(c) the issuer of the Equity Letter of Credit shall cease to be an Acceptable L/C Issuer and such cessation has continued for a period of at least 30 days without replacement with a substitute Equity Letter of Credit or such issuer resuming its status as an Acceptable L/C Issuer; or

(d) the Contributor shall be subject to any Bankruptcy Event,

the Collateral Agent, promptly upon receiving written notice from the Company, the Contributor, the Administrative Agent, the Required L/C Facility Lenders or the Required Secured Parties of the conclusion or commencement, as applicable, of the above specified period, if applicable, shall draw upon the Equity Letter of Credit in an amount equal to the stated amount of the Equity Letter of Credit in accordance with the terms thereof, and the Collateral Agent shall promptly deposit or cause to be deposited the proceeds thereof into a Cash Collateral Account established for the sole purpose of holding such draw proceeds. Funds on deposit in any such Cash Collateral Account shall be, as applicable, (i) transferred to the Construction Account in accordance with Section 2.2(b)(ii) or (ii) released to the Contributor in an amount equal to the stated amount of any replacement Equity Letter of Credit provided by the Contributor pursuant to Section 3.1(b) or otherwise partially released to the Contributor from time to time in accordance with Section 3.3(b).

Section 3.3. Excess Amounts. If, at any time that the Equity Letter of Credit or a Cash Collateral Account is required to be in place, the stated amount of the Equity Letter of Credit or the amount on deposit in such Cash Collateral Account, as applicable, exceeds the then Unfunded Commitment:

(a) in case of an Equity Letter of Credit, the Contributor may (i) deliver to the Collateral Agent, and the Collateral Agent shall promptly thereafter sign and deliver to the Contributor, a reduction certificate in the form attached to the Equity Letter of Credit (or otherwise in a form reasonably acceptable to the issuer of the Equity Letter of Credit)

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for countersignature by the Contributor requesting a reduction in the stated amount of the Equity Letter of Credit in the amount of such excess and (ii) deliver, or cause to be delivered, such reduction certificate to the issuer of the Equity Letter of Credit, and the stated amount of the Equity Letter of Credit shall thereupon be reduced as requested in such reduction certificate; or

(b) in the case of a Cash Collateral Account, upon request by the Contributor, the Collateral Agent shall instruct the applicable Account Bank to transfer an amount equal to such excess to, or as directed by, the Contributor.

Prior to taking any action under this Section 3.3, the Collateral Agent shall be entitled to receive an officer’s certificate from the Contributor (upon which it may conclusively rely) certifying that such action is permitted by this Agreement.

Section 3.4. Cancellation or Return of Funds. Promptly upon the earlier of (a) any date on which the Contributor reacquires the Required Ratings and (b) the Termination Date, the Collateral Agent shall, as applicable, (i) in case of an Equity Letter of Credit, return the Equity Letter of Credit to, or as directed by, the Contributor for cancellation, or (ii) in the case of a Cash Collateral Account, instruct the applicable Account Bank to transfer all amounts on deposit therein to, or as directed by, the Contributor. Prior to taking any action with respect to Sections 3.4(a) or (b), the Collateral Agent shall be entitled to receive an officer’s certificate from the Contributor (upon which it may conclusively rely) certifying that such action is permitted by this Agreement.

ARTICLE IV.

BANKRUPTCY

Section 4.1. Bankruptcy Waiver by Contributor. The Contributor hereby irrevocably waives, to the extent it may do so under applicable Governmental Rules, any protection to which it may be entitled under Sections 365(c)(1), 365(c)(2) and 365(e)(2) of the U.S. Bankruptcy Code or equivalent provisions of any other Bankruptcy Laws, or any successor provision of any Bankruptcy Law of similar import, in the event of any Bankruptcy Event with respect to any Obligor or the Pledgor. Specifically, in the event that the trustee (or similar official) in a Bankruptcy Event with respect to any Obligor or the Pledgor or the debtor-in-possession takes any action (including the institution of any action, suit or other proceeding for the purpose of enforcing the rights of any Obligor under this Agreement), the Contributor shall not assert any defense, claim or counterclaim denying liability hereunder on the basis that this Agreement is an executory contract or a “financial accommodation” that cannot be assumed, assigned or enforced or on any other theory directly or indirectly based on Section 365(c)(1), 365(c)(2) or 365(e)(2) of the U.S. Bankruptcy Code or equivalent provisions of any other Bankruptcy Laws, or any successor provision of any Bankruptcy Law of similar import. If a Bankruptcy Event with respect to any Obligor or the Pledgor shall occur, the Contributor agrees, after the occurrence of such Bankruptcy Event, to reconfirm in writing, to the extent permitted by applicable Governmental Rules, its pre-petition waiver of any protection to which it may be entitled under Sections 365(c)(1), 365(c)(2) and 365(e)(2) of the U.S. Bankruptcy Code or equivalent provisions of any other Bankruptcy Laws, or any successor provision of any Bankruptcy Law of similar import, and, to give effect to such waiver, the Contributor consents, to the extent permitted by applicable Governmental Rules, to the assumption and enforcement of each provision of this Agreement by the debtor-in-possession or such Obligor’s or the Pledgor’s trustee in bankruptcy, as the case may be.

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Section 4.2. Bankruptcy Events. No obligation of the Contributor under this Agreement shall be altered, limited or affected by any Bankruptcy Event relating to any Obligor or the Pledgor, or by any defense which any Obligor may have by reason of any order, decree or decision of any court or administrative body resulting from any such Bankruptcy Event.

ARTICLE V.

WAIVERS; UNCONDITIONALITY; SUBROGATION; REINSTATEMENT

Section 5.1. Waiver of Defenses. The Contributor hereby unconditionally and irrevocably waives and relinquishes, to the maximum extent permitted by applicable Governmental Rules, all rights or remedies accorded by applicable Governmental Rules to sureties or guarantors and agrees not to assert or take advantage of any such right or remedies, including:

(a) any right to require any Secured Party to proceed against any Obligor or any other Person or to proceed against or exhaust any security held by any Secured Party at any time or to pursue any other remedy in any Secured Party’s power before proceeding against the Contributor to enforce the provisions of this Agreement;

(b) any defense that may arise by reason of the incapacity, lack of power or authority, death, dissolution, merger, termination or disability of any Obligor, the Pledgor or any other Person or the failure of any Secured Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any Obligor, the Pledgor or any other Person;

(c) demand, presentment, protest and notice of any kind (other than any notices expressly required to be delivered to the Contributor hereunder), creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of any Obligor, the Pledgor or any Secured Party, any endorser or creditor of the foregoing or on the part of any other Person under any Financing Document;

(d) any defense based upon an election of remedies by the Secured Parties, including an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of the Contributor, the right of the Contributor to proceed against any Obligor, the Pledgor or another Person for reimbursement, or both;

(e) any defense based on any offset against any amounts which may be owed by any Person to the Contributor, any Obligor or the Pledgor or for any reason whatsoever;

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(f) any defense based upon any Governmental Rule which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal;

(g) any defense based on any failure to act, delay or omission whatsoever on the part of any Obligor, the Pledgor or the Contributor or the failure by any Obligor, the Pledgor or the Contributor to do any act or thing or to observe or perform any covenant, condition or agreement to be observed or performed by it under the Financing Documents;

(h) any defense, setoff or counterclaim which may at any time be available to or asserted by any Obligor, the Pledgor or the Contributor against any Secured Party or any other Person under the Financing Documents based on or related to the bankruptcy or insolvency of any Obligor or the Pledgor;

(i) any duty on the part of any Secured Party to disclose to the Contributor any facts such Secured Party may now or hereafter know about any Obligor or the Pledgor, regardless of whether such Secured Party has reason to believe that any such facts materially increase the risk beyond that which the Contributor intends to assume, or have reason to believe that such facts are unknown to the Contributor, or have a reasonable opportunity to communicate such facts to the Contributor (the Contributor acknowledging that it is fully responsible for being and keeping informed of the financial condition of each Obligor and the Pledgor);

(j) any defense based on any change in the time, manner or place of any payment under, or in any other term of, the Financing Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms of the Financing Documents (other than this Agreement);

(k) any defense based upon any borrowing or grant of a security interest under Section 364 of the U.S. Bankruptcy Code; and

(l) any other circumstance (including any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or discharge of, any guarantor or surety (other than setoff against the Contributor or, subject to Section 5.4, the defense of payment of the applicable amounts).

Section 5.2. Obligations Unconditional. All rights of the Secured Parties and all obligations of the Contributor hereunder shall be absolute and unconditional irrespective of:

(a) any lack of validity, legality or enforceability of any Financing Document (other than this Agreement);

(b) the failure of any Secured Party to (i) assert any claim or demand or to enforce any right or remedy against any Obligor, the Pledgor, the Contributor or any other Person under the provisions of the Financing Documents or otherwise or (ii) exercise any right or remedy against any Collateral;

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(c) any change in the time, manner or place of payment of, or in any other term of, all or any portion of the Secured Obligations, or any other extension or renewal of any obligation of any Obligor, the Pledgor, the Contributor or otherwise;

(d) any reduction, limitation, impairment or termination of any of the Secured Obligations for any reason other than the full payment in cash thereof or the occurrence of the Discharge Date, including any claim of waiver, release, surrender, alteration or compromise;

(e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any term of any Financing Document unless entered into and approved in accordance therewith;

(f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other security interest held by any Secured Party; or

(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Obligor, the Pledgor, the Contributor or any surety or guarantor (other than the defense of payment of the applicable amounts).

Section 5.3. Subrogation. Prior to the Termination Date, the Contributor waives any claim, right or remedy which it may now have or hereafter acquire against any Obligor that arises hereunder and/or from the performance by the Contributor of its obligations hereunder, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Any amount paid by any Obligor to the Contributor in violation of the immediately preceding sentence prior to the Termination Date shall be held in trust for the benefit of the Collateral Agent (on behalf of the Secured Parties) and shall promptly thereafter be paid to the Collateral Agent for application in accordance with the Financing Documents.

Section 5.4. Reinstatement. This Agreement and the obligations of the Contributor and each Obligor hereunder shall automatically be reinstated if and to the extent that (a) for any reason any payment made by or on behalf of the Contributor in respect of any portion of the Equity Commitment pursuant to this Agreement is rescinded or otherwise restored to the Contributor or any Obligor, whether as a result of any Bankruptcy Event with respect to any Obligor, the Pledgor or any other Person or as a result of any settlement or compromise with any Person (including the Contributor) in respect of such payment, in each case as if such payment had not been made, or (b) after the occurrence of the Termination Date as a result of the occurrence of the circumstance described in clause (b) of Section 9.13, and provided that the circumstances described in clause (a) or (c) of Section 9.13 have not occurred, the Contributor is paid any Reimbursed Contribution and, as a result thereof, there is a positive Unfunded Commitment; provided however that any such reinstated obligations shall be subject to the conditions to the making of an Equity Contribution that are set forth in Article II (including Section 2.1(c)).

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ARTICLE VI.

PURCHASED INTERESTS IN BANKRUPTCY

Section 6.1. Required Purchase of Interests. If by reason of a Bankruptcy Event with respect to the Contributor, the Pledgor or any Obligor, or any act of a Governmental Authority, (a) any Equity Contribution due hereunder has not been deposited in the Construction Account within five Business Days after the date on which such amount is payable hereunder or (b) any Equity Contribution theretofore deposited pursuant to Article II is rescinded or otherwise restored to the Contributor and five Business Days have elapsed after the date that such Equity Contribution was rescinded or otherwise restored (such Equity Contribution, whether required but not made as provided in clause (a) above or made and returned as provided in clause (b) above, the “Defaulted Payment”), the Contributor shall, without any further notice or demand by the Collateral Agent, purchase (i) an undivided participating interest in each of the L/C Loans, Letters of Credit and Commitments and (ii) Series A Senior Secured Notes and Additional Senior Secured Notes, in each case, then outstanding (the purchased participating interests and notes described in clauses (i) and (ii) above, the “Purchased Interests”) as provided in the following sentence, in an aggregate principal amount equal to the amount of the Defaulted Payment. The Contributor’s purchase of the Purchased Interests shall be made pro rata among the Purchased Interests based on the respective outstanding amounts thereof. The Contributor shall effect its purchase of the Purchased Interests constituting L/C Loans, Letters of Credit and Commitments pursuant to this Section 6.1 in accordance with the relevant procedures set forth in the Reimbursement Agreement. The purchase by the Contributor of the Series A Senior Secured Notes and the Additional Senior Secured Notes constituting the Purchased Interests by the Contributor pursuant to this Section 6.1 shall be at par (plus accrued interest) and shall comply with all Governmental Rules (including those of the Securities and Exchange Commission in relation to tenders for debt securities), and all such Series A Senior Secured Notes and Additional Senior Secured Notes shall be held by the Contributor until such time as it is able to contribute all such Series A Senior Secured Notes and Additional Senior Secured Notes to the Company for cancellation. The failure of any holder of Series A Senior Secured Notes or the Additional Senior Secured Notes to tender its Notes pursuant to the such tender offer shall not result in a Default or Event of Default, and the Contributor’s obligation in any such circumstance shall be to pay any amounts that would otherwise have been paid to non-tendering holders of Series A Senior Secured Notes or Additional Senior Secured Notes to the Company as promptly as the Contributor is able to do so.

Section 6.2. Effect of Purchase of Purchased Interests. The Contributor’s purchase of the Purchased Interests following a Defaulted Payment in respect of Equity Contributions shall satisfy the Contributor’s obligation pursuant to Section 2.1 to make Equity Contributions to the extent of the Purchased Interests so purchased by the Contributor.

Section 6.3. Subordinate Nature of Purchased Interests. The Contributor hereby agrees that the Purchased Interests shall be subordinate in all respects to the interests in the L/C Loans, Letters of Credit, Commitments, Series A Senior Secured Notes and Additional Senior Secured Notes retained by the Secured Parties, so that all payments received or collected on account of the Purchased Interests and applied to the payment or termination thereof, whether received or collected through repayment of the Purchased Interests by any Obligor or through right of set-off with respect thereto or realization upon any Collateral or otherwise, shall first be applied to the

14

payment of the principal, interest, fees and other amounts then due (whether at its stated maturity, by acceleration or otherwise) on the interests in the L/C Loans, Letters of Credit, Commitments, Series A Senior Secured Notes and Additional Senior Secured Notes retained by the Secured Parties until such principal, interest, fees and other amounts are paid in cash in full, before any such payments are applied on account of the Purchased Interests.

Section 6.4. No Voting Rights. Without limiting the generality of the provisions of Article VI, in determining whether the consent of the applicable Secured Parties required for any action under a Financing Document has been obtained for all purposes under the Financing Documents, the Purchased Interests shall not be deemed to be outstanding.

Section 6.5. Obligations Unconditional. The obligations of the Contributor under this Article VI to purchase the Purchased Interests are absolute and unconditional and shall not be affected by the occurrence of any Default or Event of Default or any other circumstance, including any circumstance of the nature described in Section 5.2.

Section 6.6. Notice of Purchase. The Contributor will promptly notify the Collateral Agent of any purchase made by it under this Article VI.

ARTICLE VII.

REPRESENTATIONS AND WARRANTIES

The Contributor represents and warrants to each Obligor and the Collateral Agent (on behalf of the Secured Parties), as of the Closing Date and each other relevant date set forth in the Financing Documents, that:

Section 7.1. Organization; Authority; Powers. The Contributor (a) is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of organization, (b) has all requisite corporate power and authority to (i) own or hold under lease and operate the property and assets it purports to own or hold under lease, (ii) carry on its business as now conducted and as now proposed to be conducted and (iii) execute, deliver and perform its obligations under this Agreement, and (c) is qualified to do business and in good standing in each jurisdiction where such qualification is required by law. The execution, delivery and performance by the Contributor of this Agreement have been duly authorized by all corporate action required to be taken or obtained by the Contributor.

Section 7.2. No Conflict. The execution, delivery and performance by the Contributor of this Agreement will not (a) violate (i) the organizational or governing documents of the Contributor, (ii) any provision of any Governmental Rule applicable to or binding on the Contributor or any of its properties or (iii) any applicable order of any court or any rule, regulation or order of any Governmental Authority, (b) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) or to a loss of a benefit under any agreement or other instrument to which the Contributor is a party or by which it or any of its property is or may be bound, or (c) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by the Contributor, except, in the case of clause (a)(ii) or (iii), (b) or (c) above, where such violation, creation or imposition could not reasonably be expected to have a Material Adverse Effect.

15

Section 7.3. Enforceability. This Agreement has been duly executed and delivered by the Contributor and, assuming due authorization, execution and delivery by each other party hereto, this Agreement constitutes a legal, valid and binding obligation of the Contributor enforceable against the Contributor in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 7.4. No Litigation. There are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Contributor, threatened against or affecting the Contributor that, if adversely determined to or against the Contributor, could reasonably be expected to have a Material Adverse Effect.

Section 7.5. Equity Interests. The Contributor indirectly owns 100% of the outstanding Equity Interests in the Pledgor, and the Pledgor directly or indirectly owns 100% of the outstanding Equity Interests in each of the Obligors.

Section 7.6. Compliance with Law. The Contributor is in compliance with all applicable Governmental Rules, other than any non-compliance that could not reasonably be expected to have a Material Adverse Effect.

Section 7.7. Financial Statements. In the case of the financial statements of the Contributor most recently delivered to the Secured Parties pursuant to Section 4.02(k) or 5.04, as applicable, of the Reimbursement Agreement or, if applicable, the corresponding provisions of the Note Documents, each such financial statement and information has been prepared in conformity with GAAP and fairly presents, in all material respects, the financial position of the Contributor described in such financial statements as at the respective dates thereof and the results of operations and cash flows of the Contributor described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments.

Section 7.8. Adequate Information. The Contributor is informed of the financial condition and prospects of each Obligor and has reviewed and is familiar with the terms of the Financing Documents that are material to its obligations hereunder.

Section 7.9. Investment Company Act. The Contributor is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 7.10. Solvency. The Contributor is Solvent.

Section 7.11. Pari Passu Obligations. The Contributor’s obligation to make Equity Contributions as required hereunder ranks, according to its terms, at least pari passu with the Contributor’s obligations under its outstanding senior unsecured Indebtedness.

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ARTICLE VIII.

COVENANTS

The Contributor covenants and agrees to comply with the following covenants at all times prior to the Termination Date:

Section 8.1. Existence. Subject to Section 8.3, the Contributor shall maintain and preserve its existence.

Section 8.2. Compliance with Laws. The Contributor shall comply with all applicable Governmental Rules, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect.

Section 8.3. Fundamental Changes. The Contributor shall not liquidate, terminate, wind-up or dissolve, or combine, merge or consolidate with or into any other entity, other than any such merger in which (a) the Contributor is the surviving Person or (b) if another Person is the surviving Person, such Person shall have assumed in writing or by operation of law the obligations of the Contributor under this Agreement and, if such surviving Person does not have the Required Ratings, (i) the Equity Letter of Credit with a stated amount equal to the then Unfunded Commitment shall remain in full force and effect or shall be replaced in accordance with Section 3.1(b) or (ii) a Cash Collateral Account shall be funded in an amount equal to the then Unfunded Commitment.

Section 8.4. Further Assurances. The Contributor shall perform, upon the reasonable request of the Collateral Agent or as necessary, all reasonable acts as may be necessary to carry out the intent of this Agreement.

ARTICLE IX.

MISCELLANEOUS

Section 9.1. Notices. All notices required or permitted under the terms and provisions hereof shall be in writing, and any such notice shall become effective upon delivery in accordance with Section 9.11 of the Intercreditor Agreement. Notices to the Obligors or the Collateral Agent may be given at the addresses set forth in Section 9.11 of the Intercreditor Agreement (or as otherwise instructed in writing by such Person to the other parties hereto), and notices to the Contributor may be given at the address set forth below (or as otherwise instructed in writing by the Contributor to the other parties hereto):

MidAmerican Energy Holdings Company

666 Grand Avenue, Suite 500

Des Moines, Iowa 50309-2580

Attention: General Counsel

Facsimile: 402.231.1658

Section 9.2. Entire Agreement. This Agreement constitutes the entire contract between the parties relative to the subject matter hereof. Any previous agreement, whether written or oral, among the parties or their Affiliates with respect to the subject matter hereof is superseded by this Agreement.

17

Section 9.3. Severability. In case any provision in or obligation hereunder shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby. If any such provision of this Agreement is so declared invalid, illegal or unenforceable, the parties shall promptly negotiate in good faith new provisions to eliminate such invalidity and to restore this Agreement as near as possible to its original intent and effect.

Section 9.4. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

Section 9.5. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

Section 9.6. Jurisdiction; Consent to Service of Process.

(a) Jurisdiction. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State Court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(b) Consent to Service of Process. Each party hereto further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties thereto by registered or certified mail, postage prepaid, to such party at its address specified in Section 9.11 of the Intercreditor Agreement or Section 9.1 above, as applicable. Nothing herein shall affect the right to serve process in any other manner permitted by law.

Section 9.7. WAIVERS. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH

18

PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7.

Section 9.8. Amendments. No amendment, supplement or waiver of any provision of this Agreement nor consent to any departure by any of the parties hereto from any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by each of the parties hereto and is otherwise in accordance with the terms of the Intercreditor Agreement. Any such amendment, supplement, waiver or consent shall be effective only in the specific instance and for the specified purpose for which given.

Section 9.9. Assignments.

(a) General. This Agreement and the rights, interests or obligations hereunder may not be assigned by any of the parties hereto without the prior written consent of the other parties hereto; provided however that (a) each Obligor may, without consent of the other parties, collaterally assign its rights under this Agreement to the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations of such Obligor pursuant to the Security Agreement (and as further described in Section 9.9(b)) and (b) the Contributor may, without consent of the other parties, assign its rights under this Agreement as permitted under Section 8.3. This Agreement shall inure to the benefit of and be binding upon the Contributor, each Obligor and the Collateral Agent (on behalf of the Secured Parties), and their respective successors and permitted assigns. Nothing in this Agreement will confer upon any Person not a party to this Agreement, or the legal representatives of such person or entity, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. Any purported assignment of this Agreement in violation of this Section 9.9 shall be null and void and shall be ineffective to relieve any party of its obligations hereunder.

(b) Consent to Collateral Assignment. The Contributor hereby consents to the collateral assignment by each Obligor of all of its right, title and interest in, to and under this Agreement to the Collateral Agent (for the benefit of the Secured Parties) pursuant to the Security Agreement. The Contributor and each Obligor agree that the Collateral Agent (or its designee or assignee) shall, subject to the Intercreditor Agreement, be entitled to enforce this Agreement in its own name and to exercise any and all rights of each Obligor under this Agreement in accordance with the terms hereof (either in its own name or in the name of each Obligor, as the Collateral Agent may elect), and the Contributor and each Obligor agree to comply and cooperate in all respects with such exercise. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (or its designee or assignee), subject to the Intercreditor Agreement, shall have the full right and power to enforce directly against the Contributor all obligations of the Contributor under this Agreement and otherwise to exercise all remedies available to each Obligor hereunder, and to make all demands and give all notices and make all requests (either in its own name or in the name of any Obligor, as the Collateral Agent may elect) required or permitted to be made or

19

given by any Obligor under this Agreement (including the right to make demand for payment of Equity Contributions in accordance with Section 2.2(a)), and the Contributor acknowledges and agrees that any such action taken by the Collateral Agent shall be deemed effective for all purposes of this Agreement to the same extent as if such action had been taken directly by the such Obligor. If the Contributor shall receive inconsistent directions under this Agreement from the Company and the Collateral Agent, the directions of the Collateral Agent shall be deemed the superseding directions (so long as such directions are consistent with the provisions of this Agreement) and the Contributor shall accordingly comply with such directions of the Collateral Agent.

Section 9.10. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart to this Agreement by facsimile transmission or electronic transmission in “.pdf” format shall be as effective as delivery of a manually signed original.

Section 9.11. No Waiver. No failure on the part of the Collateral Agent to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy by the Collateral Agent preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by applicable law. The Collateral Agent shall not be deemed to have waived any rights hereunder or under any other agreement or instrument unless such waiver shall be in writing and signed by the Collateral Agent.

Section 9.12. Specific Performance. To the extent it may do so under applicable Governmental Rules, the Collateral Agent may demand specific performance of this Agreement. The Contributor hereby irrevocably waives, to the extent it may do so under applicable Governmental Rules, any defense based on the adequacy of a remedy at law that may be asserted as a bar to the remedy of specific performance in any action brought against the Contributor for specific performance of this Agreement by the Collateral Agent or for its benefit by a receiver, custodian or trustee appointed for any Obligor or the Pledgor, or in respect of all or a substantial part of their respective assets, under any Bankruptcy Law.

Section 9.13. Termination. Notwithstanding any provision hereof to the contrary (but subject to Section 5.4), this Agreement and the obligations of the Obligors and the Contributor hereunder shall terminate on the earliest to occur of (a) the Project Completion Date (as defined in the Reimbursement Agreement), (b) the date upon which the Equity Commitment has been fully funded by the Contributor hereunder and (c) the Discharge Date (such earliest date, the “Termination Date”), and any Unfunded Commitment as of the Termination Date shall be deemed to be automatically cancelled on the Termination Date.

Section 9.14. Rights of Collateral Agent. The Collateral Agent is entitled to the rights, privileges, protections, immunities, benefits and indemnities set forth in the Intercreditor Agreement and the respective Financing Documents as if specifically set forth herein.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Equity Contribution Agreement to be duly executed by their respective authorized representatives as of the day and year first written above.

MIDAMERICAN ENERGY HOLDINGS COMPANY, as the Contributor
By:	/s/ Calvin D. Haack
Name: Calvin D. Haack
Title: Vice President and Treasurer

SOLAR STAR FUNDING, LLC, as the Company
By:	/s/ Kevin D. Dodson
Name: Kevin D. Dodson
Title: Vice President

SSC XIX, LLC, as SS1 Company Owner
By:	/s/ Kevin D. Dodson
Name: Kevin D. Dodson
Title: Vice President

SSC XX, LLC, as SS2 Company Owner
By:	/s/ Kevin D. Dodson
Name: Kevin D. Dodson
Title: Vice President

SOLAR STAR CALIFORNIA XIX, LLC, as a Project Company
By:	/s/ Kevin D. Dodson
Name: Kevin D. Dodson
Title: Vice President

SOLAR STAR CALIFORNIA XX, LLC, as a Project Company
By:	/s/ Kevin D. Dodson
Name: Kevin D. Dodson
Title: Vice President

2

WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Collateral Agent
By:	/s/ Julius R. Zamora
Name: Julius R. Zamora
Title: Vice President

3

EX-12.1

EXHIBIT 12.1

MIDAMERICAN ENERGY HOLDINGS COMPANY

COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

(In Millions, Except Ratios)

	Nine Months Ended September 30,						Years Ended December 31,
	2013			2012			2012			2011			2010			2009			2008
Earnings Available for Fixed Charges:
Net income	$	1,302		$	1,161		$	1,495		$	1,352		$	1,310		$	1,188		$	1,871
Add (Deduct):
Income tax expense		272			188			148			294			198			282			982
Equity income		(68	)		(61	)		(68	)		(53	)		(43	)		(55	)		(41	)
Add:
Fixed charges		921			913			1,222			1,240			1,263			1,317			1,383
Distributions from equity investees		11			17			22			32			33			27			26
Deduct:
Capitalized interest		(32	)		(12	)		(2	)		(3	)		(3	)		(3	)		(3	)
Preferred stock dividend requirements of consolidated subsidiaries		(6	)		(7	)		(9	)		(10	)		(9	)		(10	)		(12	)
		1,098			1,038			1,313			1,500			1,439			1,558			2,335
Total earnings available for fixed charges	$	2,400		$	2,199		$	2,808		$	2,852		$	2,749		$	2,746		$	4,206
Fixed Charges:
Interest expense	$	893		$	884		$	1,176		$	1,196		$	1,225		$	1,275		$	1,333
Estimated interest portion of rental payments		22			22			37			34			29			32			38
Preferred stock dividend requirements of consolidated subsidiaries		6			7			9			10			9			10			12
Total fixed charges	$	921		$	913		$	1,222		$	1,240		$	1,263		$	1,317		$	1,383
Ratio of earnings to fixed charges		2.6x			2.4x			2.3x			2.3x			2.2x			2.1x			3.0x

EX-15.1

Exhibit 15.1

January 13, 2014

MidAmerican Energy Holdings Company

Des Moines, Iowa

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of MidAmerican Energy Holdings Company and subsidiaries for the three-month periods ended March 31, 2013 and 2012, and have issued our report dated May 3, 2013, for the three-month and six-month periods ended June 30, 2013 and 2012, and have issued our report dated August 2, 2013 and for the three-month and nine-month periods ended September 30, 2013 and 2012, and have issued our report dated November 1, 2013. As indicated in such reports, because we did not perform an audit, we expressed no opinion on that information.

We are aware that our reports referred to above, which were included in your Quarterly Reports on Form 10-Q for the quarters ended

March 31, 2013, June 30, 2013 and September 30, 2013, are being incorporated by reference in this Registration Statement on Form S-4.

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, as amended, are 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

EX-21.1

EXHIBIT 21.1

MIDAMERICAN ENERGY HOLDINGS COMPANY

SUBSIDIARIES AND JOINT VENTURES

Pursuant to Item 601(b)(21)(ii) of Regulation S-K, we have omitted certain subsidiaries (all of which, when considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of the end of our last fiscal year).

PPW Holdings LLC	Delaware
PacifiCorp	Oregon
MidAmerican Funding, LLC	Iowa
MHC Inc.	Iowa
MidAmerican Energy Company	Iowa
NVE Holdings, LLC	Delaware
NV Energy, Inc.	Nevada
Nevada Power Company d/b/a NV Energy	Nevada
Sierra Pacific Power Company d/b/a NV Energy	Nevada
NNGC Acquisition, LLC	Delaware
Northern Natural Gas Company	Delaware
KR Holding, LLC	Delaware
Kern River Gas Transmission Company	Texas
Northern Powergrid Holdings Company	England
CE Electric UK Holdings	England
Northern Powergrid Limited	England
Northern Electric plc.	England
Northern Powergrid (Northeast) Limited	England
Yorkshire Power Group Limited	England
Yorkshire Electricity Group plc.	England
Northern Powergrid (Yorkshire) plc.	England
MidAmerican Renewables, LLC	Delaware
MidAmerican Transmission, LLC	Delaware
HomeServices of America, Inc.	Delaware

EX-23.3

EXHIBIT 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated March 1, 2013, relating to the consolidated financial statements and financial statement schedules of MidAmerican Energy Holdings Company and subsidiaries appearing in the Annual Report on Form 10-K of MidAmerican Energy Holdings Company and subsidiaries for the year ended December 31, 2012, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Des Moines, Iowa

January 13, 2014

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

	95-3571558
(Jurisdiction of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
400 South Hope Street Suite 400 Los Angeles, California	90071
(Address of principal executive offices)	(Zip code)

MidAmerican Energy Holdings Company

(Exact name of obligor as specified in its charter)

Iowa	94-2213782
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
666 Grand Avenue, Suite 500 Des Moines, Iowa	50309-2580
(Address of principal executive offices)	(Zip code)

1.100% Senior Notes due 2017

2.000% Senior Notes due 2018

3.750% Senior Notes due 2023

and 5.150% Senior Notes due 2043

(Title of the indenture securities)

1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219
Federal Reserve Bank	San Francisco, CA 94105
Federal Deposit Insurance Corporation	Washington, DC 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

3. A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

- 2 -

4. A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

6. The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 24th day of December, 2013.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:	/s/    R. Tarnas

Name:	R. Tarnas
Title:	Vice President

- 4 -

EX-99.1

EXHIBIT 99.1

MIDAMERICAN ENERGY HOLDINGS COMPANY

666 Grand Avenue, Suite 500

Des Moines, Iowa 50309-2580

LETTER OF TRANSMITTAL

For

1.100% Senior Notes due 2017

2.000% Senior Notes due 2018

3.750% Senior Notes due 2023

5.150% Senior Notes due 2043

EXCHANGE AGENT:

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

By Facsimile:

732-667-9408

Confirm by telephone:

315-414-3360

By Mail, Hand or Courier:

The Bank of New York Mellon Trust Company, N.A,

c/o The Bank of New York Mellon Corporation

Corporate Trust Department - Reorganization Unit

111 Sanders Creek Parkway

East Syracuse, NY 13057

Attn: Dacia Brown-Jones

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

The undersigned acknowledges receipt of the Prospectus dated             , 2014 (the “Prospectus”) of MidAmerican Energy Holdings Company, an Iowa corporation (the “Company”), and this Letter of Transmittal for 1.100% Senior Notes due 2017, 2.000% Senior Notes due 2018, 3.750% Senior Notes due 2023 and 5.150% Senior Notes due 2043, which may be amended from time to time (this “Letter”), which together constitute the Company’s offer (the “Exchange Offer”) to exchange, for each $1,000 in principal amount of its outstanding 1.100% Senior Notes due 2017, 2.000% Senior Notes due 2018, 3.750% Senior Notes due 2023 and 5.150% Senior Notes due 2043, in each case issued and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (collectively, the “Initial Notes”), $1,000 in principal amount of its registered 1.100% Senior Notes due 2017, 2.000% Senior Notes due 2018, 3.750% Senior Notes due 2023 and 5.150% Senior Notes due 2043 (collectively, the “Exchange Notes”), respectively. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Prospectus under the caption “The Exchange Offer — How to Tender.”

The undersigned has completed, executed and delivered this Letter to indicate the action he or she desires to take with respect to the Exchange Offer.

All holders of Initial Notes who wish to tender their Initial Notes must, on or prior to the Expiration Date: (1) complete, sign, date and mail or otherwise deliver this Letter to the Exchange Agent, in person or to the address or facsimile number set forth above, or, for book-entry transfers, properly transmit an “agent’s message”

(as defined in the Prospectus under the caption “The Exchange Offer — How to Tender”) through the Depository Trust Company’s (the “Book-Entry Transfer Facility”) ATOP program, in each case together with any other documents required by this Letter to be delivered to the Exchange Agent and in accordance with the procedures for tendering described in the Prospectus under the caption “The Exchange Offer — How to Tender” and this Letter; and (2) tender his or her Initial Notes or, for book-entry transfers, deliver a Book-Entry Confirmation, in each case in accordance with the procedures for tendering described in the Prospectus under the caption “The Exchange Offer — How to Tender” and this Letter. Holders of Initial Notes whose certificates are not immediately available, who are unable to deliver their certificates and all other documents required by this Letter to be delivered to the Exchange Agent or are unable to comply with all of the procedures for book-entry transfer described in the Prospectus, in each case on or prior to the Expiration Date, must tender their Initial Notes according to the guaranteed delivery procedures described in the Prospectus under the caption “The Exchange Offer — How to Tender” and this Letter. (See Instruction 1.)

The Instructions included with this Letter must be followed in their entirety. Questions and requests for assistance or for additional copies of the Prospectus or this Letter may be directed to the Exchange Agent, at the address listed above, or Douglas L. Anderson, General Counsel of the Company, 1111 South 103^rd Street, Omaha, Nebraska 68124 (telephone [(402) 341-4500]).

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PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING

THE INSTRUCTIONS TO THIS LETTER, CAREFULLY

BEFORE CHECKING ANY BOX BELOW

Capitalized terms used in this Letter and not defined herein shall have the respective meanings ascribed to them in the Prospectus.

List in Box 1 below the Initial Notes of which you are the holder. If the space provided in Box 1 is inadequate, list the certificate numbers, series and principal amount of Initial Notes on a separate SIGNED schedule and affix that schedule to this Letter.

BOX l

TO BE COMPLETED BY ALL TENDERING HOLDERS

Name(s) and Address(es) of Registered Holder(s) (Please fill in if blank)	Certificate Number(s)(1)	Series of Initial Notes	Principal Amount of Initial Notes	Principal Amount of Initial Notes Tendered (2)
	Totals:
(1)  Need not be completed if Initial Notes are being tendered by book-entry transfer. (2)  Unless otherwise indicated, the entire principal amount of Initial Notes represented by a certificate or Book-Entry Confirmation delivered to the Exchange Agent will be deemed to have been tendered.

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Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned tenders to the Company the principal amount of Initial Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Initial Notes tendered with this Letter, the undersigned exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Initial Notes tendered.

The undersigned constitutes and appoints the Exchange Agent as his or her agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company) with respect to the tendered Initial Notes, with full power of substitution, to: (a) deliver certificates for such Initial Notes; (b) deliver Initial Notes and all accompanying evidence of transfer and authenticity to or upon the order of the Company upon receipt by the Exchange Agent, as the undersigned’s agent, of the Exchange Notes to which the undersigned is entitled upon the acceptance by the Company of the Initial Notes tendered under the Exchange Offer; and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of the Initial Notes, all in accordance with the terms of the Exchange Notes. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest.

The undersigned hereby represents and warrants that he or she has full power and authority to tender, exchange, assign and transfer the Initial Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the assignment and transfer of the Initial Notes tendered.

The undersigned agrees that acceptance of any tendered Initial Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the registration rights agreement (as described in the Prospectus) and that, upon the issuance of the Exchange Notes, the Company will have no further obligations or liabilities thereunder (except in certain limited circumstances). By tendering Initial Notes, the undersigned certifies that (i) any Exchange Notes received by the undersigned will be acquired in the ordinary course of its business, (ii) at the time of commencement of the Exchange Offer, the undersigned had no arrangements or understanding with any person to participate in the distribution of the Initial Notes or the Exchange Notes within the meaning of the Securities Act, (iii) the undersigned is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, the undersigned will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if the undersigned is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes and (v) if the undersigned is a broker-dealer, that it will receive Exchange Notes for its own account in exchange for Initial Notes that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

The undersigned understands that the Company may accept the undersigned’s tender by delivering written notice of acceptance to the Exchange Agent, at which time the undersigned’s right to withdraw such tender will terminate.

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All authority conferred or agreed to be conferred by this Letter shall survive the death or incapacity of the undersigned, and every obligation of the undersigned under this Letter shall be binding upon the undersigned’s heirs, personal representatives, successors and assigns. Tenders may be withdrawn only in accordance with the procedures set forth in the Instructions contained in this Letter.

Unless otherwise indicated under “Special Delivery Instructions” below, the Exchange Agent will deliver Exchange Notes (and, if applicable, a certificate for any Initial Notes not tendered but represented by a certificate also encompassing Initial Notes which are tendered) to the undersigned at the address set forth in Box 1.

The undersigned acknowledges that the Exchange Offer is subject to the more detailed terms set forth in the Prospectus and, in case of any conflict between the terms of the Prospectus and this Letter, the Prospectus shall prevail.

¨ CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:                                                                                                                             

Account Number:                                                                                                                                                    

Transaction Code Number:                                                                                                                                   

¨ CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name (s) of Registered Owner (s):                                                                                                                       

Date of Execution of Notice of Guaranteed Delivery:                                                                                        

Window Ticket Number (if available):                                                                                                                

Name of Institution which Guaranteed Delivery:                                                                                                 

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

BOX 2

PLEASE SIGN HERE WHETHER OR NOT INITIAL NOTES ARE BEING PHYSICALLY TENDERED HEREBY
X
X
Signature(s) of Owner(s)   or Authorized Signatory	Date

  Area Code and Telephone Number:                                                                                                                      

This box must be signed by registered holder(s) of Initial Notes as their name(s) appear(s) on certificate(s) for Initial Notes, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Letter. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below. (See Instruction 3)

  Name(s)                                                                                                                                                                                                          

(Please Print)

  Capacity                                                                                                                                                                                                         

  Address                                                                                                                                                                                                          

(Include Zip Code)

Signature(s) Guaranteed by an Eligible Institution: (If required by Instruction 3)                                                                                                                               (Authorized Signature)                                                                                                                                 (Title)                                                                                                                                 (Name of Firm)  

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BOX 3

SUBSTITUTE FORM W-9

Request for Taxpayer Identification Number and Certification

Department of the Treasury

Internal Revenue Service

PAYOR’S NAME: The Bank of New York Mellon Trust Company, N.A.

PAYEE INFORMATION (please print or type)Individual or business name:
Check appropriate box:	¨ Individual/Sole Proprietor ¨ Other	¨ Corporation ¨ Exempt from backup withholding	¨ Partnership
Address (number, street, and apt. or suite no.):
City, state, and ZIP code: PART I: Taxpayer Identification Number (“TIN”) Enter your TIN below. For individuals, your TIN is your social security number. Sole proprietors may enter either their social security number or their employer identification number. If you are a limited liability company that is disregarded as an entity separate from your owner, enter your owner’s social security number or employer identification number, as applicable. For other entities, your TIN is your employer identification number.
Social security number: ¨ ¨  ¨ - ¨ ¨ - ¨ ¨ ¨ ¨ or Employer identification number: ¨ ¨ - ¨ ¨ ¨ ¨ ¨ ¨ ¨ ¨       Applied For
PART II: Certification Certification Instructions: You must cross out item 2 below if you have been notified by the Internal Revenue Service (the “IRS”) that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item 2. Under penalties of perjury, I certify that: 1.      The number shown on this form is my correct TIN or a TIN has not been issued to me and either (a) I have mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide my TIN to the payor, a portion of all reportable payments made to me by the payor will be withheld until I provide my TIN to the payor and that, if I do not provide my TIN to the payor within 60 days of submitting this Substitute Form W-9, such retained amounts shall be remitted to the IRS as backup withholding.

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2.      I am not subject to backup withholding because: (a) I am exempt from backup withholding, (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding.
3.      I am a U.S. person (including a U.S. resident alien).
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
Signature	Date

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BOX 4

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if certificates for Initial Notes in a principal amount not exchanged, or Exchange Notes, are to be issued in the name of someone other than the person whose signature appears in Box 2, or if Initial Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue and deliver:

(check appropriate boxes)

  ¨ Initial Notes not tendered

  ¨ Exchange Notes, to:

Name                                         

(Please Print)

Address                                     

Please complete the Substitute Form W-9 at Box 3

Tax I.D. or Social Security Number:                                    

BOX 5

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if certificates for Initial Notes in a principal amount not exchanged, or Exchange Notes, are to be sent to someone other than the person whose signature appears in Box 2 or to an address other than that shown in Box 1.

Deliver:

(check appropriate boxes)

  ¨ Initial Notes not tendered

  ¨ Exchange Notes, to:

Name                                         

(Please Print)

Address                                     

- 9 -

INSTRUCTIONS

FORMING PART OF THE TERMS AND

CONDITIONS OF THE EXCHANGE OFFER

1. DELIVERY OF THIS LETTER AND CERTIFICATES. Certificates for Initial Notes or a Book-Entry Confirmation in the case of book-entry transfers, as well as a properly completed and duly executed copy of this Letter or an agent’s message in the case of book-entry transfers, and any other documents required by this Letter, must be received by the Exchange Agent at one of its addresses set forth herein on or before the expiration of the exchange offer on the Expiration Date. The method of delivery of this Letter, an agent’s message, certificates for Initial Notes or a Book-Entry Confirmation, as the case may be, and any other required documents is at the election and risk of the tendering holder, but except as otherwise provided below, the delivery will be deemed made when actually received by the Exchange Agent. If delivery is by mail, the use of registered mail with return receipt requested, properly insured, is suggested. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

If a holder of Initial Notes desires to accept the exchange offer and time will not permit this Letter, Initial Notes or any other documents required by this Letter to reach the Exchange Agent on or before the Expiration Date, or the procedures for book-entry transfer set forth in the Prospectus under the caption “The Exchange Offer — How to Tender” cannot be completed on or before the Expiration Date, a tender may nevertheless be effected, provided that all of the guaranteed delivery procedures described in the Prospectus are followed. Pursuant to such procedures:

(i) tender must be made by or through an Eligible Institution;

(ii) prior to the expiration of the Exchange Offer on the Expiration Date, the Exchange Agent must have received from the Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by telegram, telex, facsimile transmission, letter or courier), or an electronic message transmitted through ATOP with respect to guaranteed delivery for book-entry transfers (x) setting forth the name and address of the tendering holder, the name(s) in which the Initial Notes are registered, the principal amount of the Initial Notes and, if possible, the certificate number(s) of the Initial Notes to be tendered, (y) stating that the tender is being made thereby and (z) guaranteeing that within three New York Stock Exchange trading days after the date of execution by the Eligible Institution of such Notice of Guaranteed Delivery, or transmission of such electronic message through ATOP for book-entry transfers, the certificates for all physically tendered Initial Notes, in proper form for transfer, or a Book-Entry Confirmation in the case of book-entry transfers, together with a properly completed and duly executed copy of this Letter with any required signature guarantees, or a properly transmitted agent’s message through ATOP in the case of book-entry transfers, and any other documents required by this Letter, will be deposited by the Eligible Institution with the Exchange Agent; and

(iii) the certificates for all physically tendered Initial Notes, in proper form for transfer, or a Book-Entry Confirmation in the case of book-entry transfers, together with a properly completed and duly executed copy of this Letter with any required signature guarantees, or a properly transmitted agent’s message through ATOP in the case of book-entry transfers, and any other documents required by this Letter, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution by the Eligible Institution of the Notice of Guaranteed Delivery or transmission of such electronic message through ATOP with respect to guaranteed delivery for book-entry transfers, all as provided in the Prospectus under the caption “The Exchange Offer — How to Tender.”

All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Initial Notes will be determined by the Company, whose determination will be final and binding. The Company reserves the absolute right to reject any or all tenders that are not in proper form or the acceptance of which, in the opinion of the Company’s counsel, would be unlawful. The Company also reserves the right to

- 10 -

waive any irregularities or conditions of tender as to particular Initial Notes. All tendering holders, by execution of this Letter, waive any right to receive notice of acceptance of their Initial Notes.

Neither the Company, the Exchange Agent nor any other person shall be obligated to give notice of defects or irregularities in any tender, nor shall any of them incur any liability for failure to give any such notice.

2. PARTIAL TENDERS; WITHDRAWALS. If less than the entire principal amount of any Initial Notes evidenced by a submitted certificate or by a Book-Entry Confirmation is tendered, the tendering holder must fill in the principal amount tendered in the fourth column of Box 1 above. All of the Initial Notes represented by a certificate or by a Book-Entry Confirmation delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. A certificate for Initial Notes not tendered will be sent to the holder, unless otherwise provided in Box 5, promptly after the Expiration Date, in the event that less than the entire principal amount of Initial Notes represented by a submitted certificate is tendered (or, in the case of Initial Notes tendered by book-entry transfer, such non-exchanged Initial Notes will be credited to an account maintained by the holder with the Book-Entry Transfer Facility).

If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn prior to the Expiration Date. To be effective with respect to the tender of Initial Notes, a notice of withdrawal must: (i) be received by the Exchange Agent before the Company notifies the Exchange Agent that it has accepted the tender of Initial Notes pursuant to the Exchange Offer; (ii) specify the certificate numbers of Initial Notes to be withdrawn, the principal amount of Initial Notes to be withdrawn (which must be an authorized denomination), a statement that such holder is withdrawing his election to have such Initial Notes exchanged, and the name of the registered holder of such Initial Notes; and (iii) be signed by the holder in the same manner as the original signature on this Letter (including any required signature guarantee) or be accompanied by documents of transfer sufficient to have the “trustee” (as defined in the Prospectus under the caption “Description of the Notes - Trustee”) with respect to the Initial Notes register the transfer of such Initial Notes into the name of the person withdrawing the tender. The Exchange Agent will return the properly withdrawn Initial Notes promptly following receipt of notice of withdrawal. If Initial Notes have been tendered pursuant to the procedures for book-entry transfer set forth in the Prospectus, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Initial Notes or otherwise comply with the Book-Entry Transfer Facility’s procedures, and in such case the Initial Notes will be credited to such account by the Exchange Agent promptly after withdrawal.

3. SIGNATURES ON THIS LETTER; ASSIGNMENTS; GUARANTEE OF SIGNATURES. If this Letter is signed by the holder(s) of Initial Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificate(s) for such Initial Notes, without alteration, enlargement or any change whatsoever.

If any of the Initial Notes tendered hereby are owned by two or more joint owners, all owners must sign this Letter. If any tendered Initial Notes are held in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are names in which certificates are held.

If this Letter is signed by the holder of record and (i) the entire principal amount of the holder’s Initial Notes are tendered; and/or (ii) untendered Initial Notes, if any, are to be issued to the holder of record, then the holder of record need not endorse any certificates for tendered Initial Notes, nor provide a separate bond power. If any other case, the holder of record must transmit a separate bond power with this Letter.

If this Letter or any certificate of assignment is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and proper evidence satisfactory to the Company of their authority to so act must be submitted, unless waived by the Company.

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Signatures on this Letter must be guaranteed by an Eligible Institution, unless Initial Notes are tendered: (i) by a holder who has not completed the Box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter; or (ii) for the account of an Eligible Institution. In the event that the signatures in this Letter or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an eligible guarantor institution which is a member of The Securities Transfer Agents Medallion Program (STAMP), The New York Stock Exchanges Medallion Signature Program (MSP) or The Stock Exchanges Medallion Program (SEMP) (collectively, “Eligible Institutions”). If Initial Notes are registered in the name of a person other than the signer of this Letter, the Initial Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Company, in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Institution.

4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should indicate, in Box 4 or 5, as applicable, the name and address to which the Exchange Notes or certificates for Initial Notes not exchanged are to be issued or sent, if different from the name and address of the person signing this Letter. In the case of issuance in a different name, the tax identification number of the person named must also be indicated. Holders tendering Initial Notes by book-entry transfer may request that Initial Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such holder may designate.

5. TAX IDENTIFICATION NUMBER. Each tendering holder that is a U.S. person (including a U.S. resident alien) must provide the Exchange Agent with a correct taxpayer identification number (“TIN”), which, in the case of a holder who is an individual, is his or her social security number, and with certain other information on Substitute Form W-9, which is provided in Box 3, and to certify that the holder (or other payee) is not subject to backup withholding. Failure to provide the information on the Substitute From W-9 may subject each tendering holder (or other payee) to a $50 penalty imposed by the Internal Revenue Service and federal income tax backup withholding in an amount equal to 28% of the reportable payment made pursuant to the Exchange Offer.

Certain holders (including, among others, all corporations and certain foreign persons) are exempt from these back-up withholding and reporting requirements. To prevent possible erroneous back-up withholding, an exempt holder that is a U.S. person must check the appropriate box under “Payee Information,” enter its correct TIN in Part I of the Substitute Form W-9, and sign an date the form. See the Substitute Form W-9 in Box 3 for additional instructions. A nonresident alien or foreign entity must submit a completed IRS Form W-8BEN (or other applicable IRS form), signed under penalties of perjury attesting to its foreign status. Such form may be obtained from the Exchange Agent.

If you do not have a TIN, check the box “Applied For” in Part I of the Substitute Form W-9 and sign and date the form. If you do not provide your TIN to the payor within 60 days, back-up withholding will begin and continue until you furnish your TIN to the payor. Note: Checking the “Applied For” box in Part I of the Substitute Form W-9 indicates that you have already applied for a TIN or that you intend to apply for one in the near future.

If you have any questions concerning the Substitute Form W-9 or any information required therein, please contact the Exchange Agent, as payor.

6. TRANSFER TAXES. The Company will pay all transfer taxes, if any, applicable to the transfer of Initial Notes to it or its order pursuant to the Exchange Offer. If, however, the Exchange Notes or certificates for Initial Notes not exchanged are to be delivered to, or are to be issued in the name of, any person other than the record holder, or if tendered certificates are recorded in the name of any person other than the person signing this Letter, or if a transfer tax is imposed by any reason other than the transfer of Initial Notes to the Company or its order pursuant to the Exchange Offer, then the amount of such transfer taxes (whether imposed on the record holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of taxes or exemption from taxes is not submitted with this Letter, the amount of transfer taxes will be billed directly to the tendering holder.

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Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in this Letter.

7. WAIVER OF CONDITIONS. The Company reserves the absolute right to amend or waive any of the specified conditions in the Exchange Offer in the case of any Initial Notes tendered.

8. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any holder whose certificates for Initial Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above, for further instructions.

9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus or this Letter, may be directed to the Exchange Agent.

IMPORTANT: This Letter or an agent’s message (together with certificates representing tendered Initial Notes or a Book-Entry Confirmation and all other required documents) must be received by the Exchange Agent, or the guaranteed delivery procedures must be complied with, on or before the Expiration Date.

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EX-99.2

EXHIBIT 99.2

MIDAMERICAN ENERGY HOLDINGS COMPANY

EXCHANGE OFFER

TO HOLDERS OF ITS

1.100% SENIOR NOTES DUE 2017

2.000% SENIOR NOTES DUE 2018

3.750% SENIOR NOTES DUE 2023

and

5.150% SENIOR NOTES DUE 2043

NOTICE OF GUARANTEED DELIVERY

As set forth in the Prospectus dated             , 2014 (the “Prospectus”) of MidAmerican Energy Holdings Company (the “Company”) under “The Exchange Offer – How to Tender” and in the Letter of Transmittal (the “Letter of Transmittal”) relating to the offer (the “Exchange Offer”) by the Company to exchange up to $400,000,000 in principal amount of its registered 1.100% Senior Notes due 2017, up to $350,000,000 in principal amount of its registered 2.000% Senior Notes due 2018, up to $500,000,000 in principal amount of its registered 3.750% Senior Notes due 2023 and up to $750,000,000 in principal amount of its registered 5.150% Senior Notes due 2043 (collectively, the “Exchange Notes”) for all of its outstanding 1.100% Senior Notes due 2017, 2.000% Senior Notes due 2018, 3.750% Senior Notes due 2023 and 5.150% Senior Notes due 2043, in each case issued and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (collectively, the “Initial Notes”), respectively, this form or one substantially equivalent hereto (a “Notice of Guaranteed Delivery”) must be used to accept the Exchange Offer of the Company if: (i) certificates for the Initial Notes are not immediately available, (ii) time will not permit all required documents to reach the Exchange Agent (as defined below) on or prior to the Expiration Date (as defined in the Prospectus) of the Exchange Offer or (iii) the procedures for book-entry transfer set forth in the Prospectus under the caption “The Exchange Offer – How to Tender” cannot be completed on or prior to the Expiration Date of the Exchange Offer. Such form may be delivered by hand or transmitted by telegram, telex, facsimile transmission, letter or courier to the Exchange Agent.

TO:

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

(the “Exchange Agent”)

By Facsimile:

732-667-9408

Confirm by telephone:

315-414-3360

By Mail, Hand or Courier:

The Bank of New York Mellon Trust Company, N.A,

c/o The Bank of New York Mellon Corporation

Corporate Trust Department - Reorganization Unit

111 Sanders Creek Parkway

East Syracuse, NY 13057

Attn: Dacia Brown-Jones

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMITTAL OF THIS INSTRUMENT TO A FACSIMILE OR TELEX NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

Ladies and Gentlemen:

The undersigned hereby tenders to the Company, upon the terms and conditions set forth in the Prospectus and the Letter of Transmittal, receipt of which are hereby acknowledged, the principal amount of Initial Notes set forth below pursuant to the guaranteed delivery procedure described in the Prospectus and the Letter of Transmittal.

Principal Amount of Initial Notes Tendered	Sign Here Signature(s)
Certificate Nos. (if available)	Please Print the Following Information Name(s)                                          Address
Total Principal Amount Represented by Initial Notes Certificate(s)
Account Number                                                   Dated:             , 2013	Area Code and Tel. No(s).

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GUARANTEE

The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees that delivery to the Exchange Agent of (i) certificates tendered hereby, in proper form for transfer, or certificates tendered pursuant to the procedures for book-entry transfer set forth in the Prospectus under the caption “The Exchange Offer – How to Tender,” (ii) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), or a properly transmitted “agent’s message” (as defined in the Prospectus) in the case of book-entry transfers and (iii) in either case, any other documents required by the Letter of Transmittal, is being made within three trading days after the date of execution of a Notice of Guaranteed Delivery of the above-named person or transmission of an electronic message through ATOP (as described in the Prospectus) by or on behalf of the above-named person, all as described in the Prospectus.

Name of Firm                                 

Authorized Signature                                 

Number and Street or P.O. Box                                 

City                      State                      Zip Code                     

Area Code and Tel. No.                                 

Dated:             , 2014

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EX-99.3

EXHIBIT 99.3

MIDAMERICAN ENERGY HOLDINGS COMPANY

OFFER TO EXCHANGE

UP TO $400,000,000 IN PRINCIPAL AMOUNT OF

ITS REGISTERED 1.100% SENIOR NOTES DUE 2017

FOR

ALL OF ITS OUTSTANDING

1.100% SENIOR NOTES DUE 2017 AND

SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION

UNDER THE SECURITIES ACT OF 1933, AS AMENDED

UP TO $350,000,000 IN PRINCIPAL AMOUNT OF

ITS REGISTERED 2.000% SENIOR NOTES DUE 2018

FOR

ALL OF ITS OUTSTANDING

2.000% SENIOR NOTES DUE 2018 AND

SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION

UNDER THE SECURITIES ACT

UP TO $500,000,000 IN PRINCIPAL AMOUNT OF

ITS REGISTERED 3.750% SENIOR NOTES DUE 2023

FOR

ALL OF ITS OUTSTANDING

3.750% SENIOR NOTES DUE 2023 AND

SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION

UNDER THE SECURITIES ACT

UP TO $750,000,000 IN PRINCIPAL AMOUNT OF

ITS REGISTERED 5.150% SENIOR NOTES DUE 2043

FOR

ALL OF ITS OUTSTANDING

5.150% SENIOR NOTES DUE 2043 AND

SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION

UNDER THE SECURITIES ACT

To Our Clients:

Enclosed for your consideration is a Prospectus dated             , 2014 (as the same may be amended or supplemented from time to time, the “Prospectus”) and a form of Letter of Transmittal (the “Letter of Transmittal”) relating to the offer (the “Exchange Offer”) by MidAmerican Energy Holdings Company (the “Company”) to exchange up to $400,000,000 in principal amount of its registered 1.100% Senior Notes due 2017, up to $350,000,000 in principal amount of its registered 2.000% Senior Notes due 2018, up to $500,000,000 in principal amount of its registered 3.750% Senior Notes due 2023 and up to $750,000,000 in principal amount of its registered 5.150% Senior Notes due 2043 (collectively, the “Exchange Notes”) for all of its outstanding 1.100% Senior Notes due 2017, 2.000% Senior Notes due 2018, 3.750% Senior Notes due 2023 and 5.150% Senior Notes due 2043, in each case issued and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (collectively, the “Initial Notes”), respectively.

The material is being forwarded to you as the beneficial owner of Initial Notes carried by us for your account or benefit but not registered in your name. A tender of any Initial Notes may be made only by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Initial Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if they wish to tender Initial Notes in the Exchange Offer.

Accordingly, we request instructions as to whether you wish us to tender any or all Initial Notes, pursuant to the terms and conditions set forth in the Prospectus and Letter of Transmittal. We urge you to read carefully the Prospectus and Letter of Transmittal before instructing us to tender your Initial Notes.

YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED AS PROMPTLY AS POSSIBLE IN ORDER TO PERMIT US TO TENDER INITIAL NOTES ON YOUR BEHALF IN ACCORDANCE WITH THE PROVISIONS OF THE EXCHANGE OFFER. The Exchange Offer will expire at 5:00 p.m., New York City time, on , 2014, unless extended (the “Expiration Date”). Initial Notes tendered pursuant to the Exchange Offer may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to the Expiration Date.

If you wish to have us tender any or all of your Initial Notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the instruction form that appears below. The accompanying Letter of Transmittal is furnished to you for informational purposes only and may not be used by you to tender Initial Notes held by us and registered in our name for your account or benefit.

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INSTRUCTIONS

The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer of MidAmerican Energy Holdings Company.

THIS WILL INSTRUCT YOU TO TENDER THE PRINCIPAL AMOUNT OF INITIAL NOTES INDICATED BELOW HELD BY YOU FOR THE ACCOUNT OR BENEFIT OF THE UNDERSIGNED, PURSUANT TO THE TERMS OF AND CONDITIONS SET FORTH IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.

Box 1 ¨	Please tender my Initial Notes held by you for my account or benefit. I have identified on a signed schedule attached hereto the principal amount of Initial Notes to be tendered if I wish to tender less than all of my Initial Notes.
Box 2 ¨	Please do not tender any Initial Notes held by you for my account or benefit.

Date:            , 2014

Signature(s)

Please print name(s) here

Unless a specific contrary instruction is given in a signed Schedule attached hereto, your signature(s) hereon shall constitute an instruction to us to tender all of your Initial Notes.

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EX-99.4

EXHIBIT 99.4

MIDAMERICAN ENERGY HOLDINGS COMPANY

OFFER TO EXCHANGE

UP TO $400,000,000 IN PRINCIPAL AMOUNT OF

ITS REGISTERED 1.100% SENIOR NOTES DUE 2017

FOR

ALL OF ITS OUTSTANDING

1.100% SENIOR NOTES DUE 2017 AND

SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION

UNDER THE SECURITIES ACT OF 1933, AS AMENDED

UP TO $350,000,000 IN PRINCIPAL AMOUNT OF

ITS REGISTERED 2.000% SENIOR NOTES DUE 2018

FOR

ALL OF ITS OUTSTANDING

2.000% SENIOR NOTES DUE 2018 AND

SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION

UNDER THE SECURITIES ACT

UP TO $500,000,000 IN PRINCIPAL AMOUNT OF

ITS REGISTERED 3.750% SENIOR NOTES DUE 2023

FOR

ALL OF ITS OUTSTANDING

3.750% SENIOR NOTES DUE 2023 AND

SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION

UNDER THE SECURITIES ACT

UP TO $750,000,000 IN PRINCIPAL AMOUNT OF

ITS REGISTERED 5.150% SENIOR NOTES DUE 2043

FOR

ALL OF ITS OUTSTANDING

5.150% SENIOR NOTES DUE 2043 AND

SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION

UNDER THE SECURITIES ACT

To Securities Dealers, Commercial Banks

Trust Companies And Other Nominees:

Enclosed for your consideration is a Prospectus dated             , 2014 (as the same may be amended or supplemented from time to time, the “Prospectus”) and a form of Letter of Transmittal (the “Letter of Transmittal”) relating to the offer (the “Exchange Offer”) by MidAmerican Energy Holdings Company (the “Company”) to exchange up to $400,000,000 in principal amount of its registered 1.100% Senior Notes due 2017, up to $350,000,000 in principal amount of its registered 2.000% Senior Notes due 2018, up to $500,000,000 in principal amount of its registered 3.750% Senior Notes due 2023 and up to $750,000,000 in principal amount of its registered 5.150% Senior Notes due 2043 (collectively, the “Exchange Notes”) for all of its outstanding 1.100% Senior Notes due 2017, 2.000% Senior Notes due 2018, 3.750% Senior Notes due 2023 and 5.150% Senior Notes due 2043, in each case issued and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (collectively, the “Initial Notes”), respectively.

We are asking you to contact your clients for whom you hold Initial Notes registered in your name or in the name of your nominee. In addition, we ask you to contact your clients who, to your knowledge, hold Initial Notes registered in their own name. The Company will not pay any fees or commissions to any

broker, dealers or other person in connection with the solicitation of tenders pursuant to the Exchange Offer. You will, however, be reimbursed by the Company for customary and reasonable mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. The Company will pay all transfer taxes, if any, applicable to the tender of Initial Notes to it or its order, except as otherwise provided in the Prospectus and the Letter of Transmittal.

Enclosed are copies of the following documents:

1. The Prospectus;

2. A Letter of Transmittal for your use in connection with the tender of Initial Notes and for the information of your clients;

3. A form of letter that may be sent to your clients for whose accounts you hold Initial Notes registered in your name or the name of your nominee, with space provided for obtaining the clients’ instructions with regard to the Exchange Offer; and

4. A form of Notice of Guaranteed Delivery.

Your prompt action is requested. The Exchange Offer will expire at 5:00 p.m., New York City time, on             , 2014, unless extended (the “Expiration Date”). Initial Notes tendered pursuant to the Exchange Offer may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to the Expiration Date.

To tender Initial Notes, (i) certificates for Initial Notes or a Book-Entry Confirmation (as defined in the Prospectus) in the case of book-entry transfers, (ii) a duly executed and properly completed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees, or a properly transmitted “agent’s message” (as defined in the Prospectus) through ATOP in the case of book-entry transfers and (iii) any other documents required by the Letter of Transmittal, must be received by the Exchange Agent as described in the Prospectus and the Letter of Transmittal.

Additional copies of the enclosed material may be obtained from The Bank of New York Mellon Trust Company, N.A., the Exchange Agent, by calling 315-414-3360.

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.

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