10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2023

or

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

For the transition period from ______ to _______

	Exact name of registrant as specified in its charter
	State or other jurisdiction of incorporation or organization
Commission	Address of principal executive offices	IRS Employer
File Number	Registrant's telephone number, including area code	Identification No.
001-14881	BERKSHIRE HATHAWAY ENERGY COMPANY	94-2213782
	(An Iowa Corporation)
	666 Grand Avenue
	Des Moines, Iowa 50309-2580
	515-242-4300
001-05152	PACIFICORP	93-0246090
	(An Oregon Corporation)
	825 N.E. Multnomah Street, Suite 1900
	Portland, Oregon 97232
	888-221-7070
333-90553	MIDAMERICAN FUNDING, LLC	47-0819200
	(An Iowa Limited Liability Company)
	666 Grand Avenue
	Des Moines, Iowa 50309-2580
	515-242-4300
333-15387	MIDAMERICAN ENERGY COMPANY	42-1425214
	(An Iowa Corporation)
	666 Grand Avenue
	Des Moines, Iowa 50309-2580
	515-242-4300
000-52378	NEVADA POWER COMPANY	88-0420104
	(A Nevada Corporation)
	6226 West Sahara Avenue
	Las Vegas, Nevada 89146
	702-402-5000
000-00508	SIERRA PACIFIC POWER COMPANY	88-0044418
	(A Nevada Corporation)
	6100 Neil Road
	Reno, Nevada 89511
	775-834-4011
001-37591	EASTERN ENERGY GAS HOLDINGS, LLC	46-3639580
	(A Virginia Limited Liability Company)
	6603 West Broad Street
	Richmond, Virginia 23230
	804-613-5100
333-266049	EASTERN GAS TRANSMISSION AND STORAGE, INC.	55-0629203
	(A Delaware Corporation)
	6603 West Broad Street
	Richmond, Virginia 23230
	804-613-5100
	N/A
	(Former name or former address, if changed from last report)

Registrant	Securities registered pursuant to Section 12(b) of the Act:
BERKSHIRE HATHAWAY ENERGY COMPANY	None
PACIFICORP	None
MIDAMERICAN FUNDING, LLC	None
MIDAMERICAN ENERGY COMPANY	None
NEVADA POWER COMPANY	None
SIERRA PACIFIC POWER COMPANY	None
EASTERN ENERGY GAS HOLDINGS, LLC	None
EASTERN GAS TRANSMISSION AND STORAGE, INC.	None

Registrant	Name of exchange on which registered:
BERKSHIRE HATHAWAY ENERGY COMPANY	None
PACIFICORP	None
MIDAMERICAN FUNDING, LLC	None
MIDAMERICAN ENERGY COMPANY	None
NEVADA POWER COMPANY	None
SIERRA PACIFIC POWER COMPANY	None
EASTERN ENERGY GAS HOLDINGS, LLC	None
EASTERN GAS TRANSMISSION AND STORAGE, INC.	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Registrant	Yes	No
BERKSHIRE HATHAWAY ENERGY COMPANY	☒
PACIFICORP	☒
MIDAMERICAN FUNDING, LLC		☒
MIDAMERICAN ENERGY COMPANY	☒
NEVADA POWER COMPANY	☒
SIERRA PACIFIC POWER COMPANY	☒
EASTERN ENERGY GAS HOLDINGS, LLC	☒
EASTERN GAS TRANSMISSION AND STORAGE, INC.	☒

Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit such files). Yes  x  No  o

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

Registrant	Large accelerated filer	Accelerated filer	Non-accelerated filer	Smaller reporting company	Emerging growth company
BERKSHIRE HATHAWAY ENERGY COMPANY	☐	☐	☒	☐	☐
PACIFICORP	☐	☐	☒	☐	☐
MIDAMERICAN FUNDING, LLC	☐	☐	☒	☐	☐
MIDAMERICAN ENERGY COMPANY	☐	☐	☒	☐	☐
NEVADA POWER COMPANY	☐	☐	☒	☐	☐
SIERRA PACIFIC POWER COMPANY	☐	☐	☒	☐	☐
EASTERN ENERGY GAS HOLDINGS, LLC	☐	☐	☒	☐	☐
EASTERN GAS TRANSMISSION AND STORAGE, INC.	☐	☐	☒	☐	☐

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

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

Yes  ☐  No  x

All shares of outstanding common stock of Berkshire Hathaway Energy Company are privately held by a limited group of investors. As of August 3, 2023, 75,627,913 shares of common stock, no par value, were outstanding.

All shares of outstanding common stock of PacifiCorp are indirectly owned by Berkshire Hathaway Energy Company. As of August 3, 2023, 357,060,915 shares of common stock, no par value, were outstanding.

All of the member's equity of MidAmerican Funding, LLC is held by its parent company, Berkshire Hathaway Energy Company, as of August 3, 2023.

All shares of outstanding common stock of MidAmerican Energy Company are owned by its parent company, MHC Inc., which is a direct, wholly owned subsidiary of MidAmerican Funding, LLC. As of August 3, 2023, 70,980,203 shares of common stock, no par value, were outstanding.

All shares of outstanding common stock of Nevada Power Company are owned by its parent company, NV Energy, Inc., which is an indirect, wholly owned subsidiary of Berkshire Hathaway Energy Company. As of August 3, 2023, 1,000 shares of common stock, $1.00 stated value, were outstanding.

All shares of outstanding common stock of Sierra Pacific Power Company are owned by its parent company, NV Energy, Inc. As of August 3, 2023, 1,000 shares of common stock, $3.75 par value, were outstanding.

All of the member's equity of Eastern Energy Gas Holdings, LLC is held indirectly by its parent company, Berkshire Hathaway Energy Company, as of August 3, 2023.

All shares of outstanding common stock of Eastern Gas Transmission and Storage, Inc. are owned by its parent company, Eastern Energy Gas Holdings, LLC, which is an indirect, wholly owned subsidiary of Berkshire Hathaway Energy Company. As of August 3, 2023, 60,101 shares of common stock, $10,000 par value, were outstanding.

This combined Form 10-Q is separately filed by Berkshire Hathaway Energy Company, PacifiCorp, MidAmerican Funding, LLC, MidAmerican Energy Company, Nevada Power Company, Sierra Pacific Power Company, Eastern Energy Gas Holdings, LLC and Eastern Gas Transmission and Storage, Inc. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company makes no representation as to information relating to the other companies.

TABLE OF CONTENTS

PART I

Item 1.	Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	194
Item 4.	Controls and Procedures	194

PART II

Item 1.	Legal Proceedings	195
Item 1A.	Risk Factors	199
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	199
Item 3.	Defaults Upon Senior Securities	199
Item 4.	Mine Safety Disclosures	199
Item 5.	Other Information	200
Item 6.	Exhibits	200
Signatures		204

i

Definition of Abbreviations and Industry Terms

When used in Forward-Looking Statements, Part I - Items 2 through 3, and Part II - Items 1 through 6, the following terms have the definitions indicated.

Berkshire Hathaway Energy Company and Related Entities
BHE	Berkshire Hathaway Energy Company
Berkshire Hathaway	Berkshire Hathaway Inc.
Berkshire Hathaway Energy or the Company	Berkshire Hathaway Energy Company and its subsidiaries
PacifiCorp	PacifiCorp and its subsidiaries
MidAmerican Funding	MidAmerican Funding, LLC and its subsidiaries
MidAmerican Energy	MidAmerican Energy Company
NV Energy	NV Energy, Inc. and its subsidiaries
Nevada Power	Nevada Power Company and its subsidiaries
Sierra Pacific	Sierra Pacific Power Company and its subsidiaries
Nevada Utilities	Nevada Power Company and its subsidiaries and Sierra Pacific Power Company and its subsidiaries
Eastern Energy Gas	Eastern Energy Gas Holdings, LLC and its subsidiaries
EGTS	Eastern Gas Transmission and Storage, Inc. and its subsidiaries
Registrants	Berkshire Hathaway Energy Company, PacifiCorp and its subsidiaries, MidAmerican Funding, LLC and its subsidiaries, MidAmerican Energy Company, Nevada Power Company and its subsidiaries, Sierra Pacific Power Company and its subsidiaries, Eastern Energy Gas Holdings, LLC and its subsidiaries and Eastern Gas Transmission and Storage, Inc. and its subsidiaries
Northern Powergrid	Northern Powergrid Holdings Company and its subsidiaries
BHE Pipeline Group	BHE GT&S, LLC, Northern Natural Gas Company and Kern River Gas Transmission Company
BHE GT&S	BHE GT&S, LLC and its subsidiaries
Northern Natural Gas	Northern Natural Gas Company
Kern River	Kern River Gas Transmission Company
BHE Transmission	BHE Canada Holdings Corporation and BHE U.S. Transmission, LLC
BHE Canada	BHE Canada Holdings Corporation and its subsidiaries
AltaLink	AltaLink, L.P.
BHE U.S. Transmission	BHE U.S. Transmission, LLC and its subsidiaries
BHE Renewables	BHE Renewables, LLC and its subsidiaries
HomeServices	HomeServices of America, Inc. and its subsidiaries
Utilities	PacifiCorp and its subsidiaries, MidAmerican Energy Company, Nevada Power Company and its subsidiaries and Sierra Pacific Power Company and its subsidiaries

ii

Certain Industry Terms
2020 Wildfires	Wildfires in Oregon and Northern California that occurred September of 2020
AFUDC	Allowance for Funds Used During Construction
AUC	Alberta Utilities Commission
BART	Best Available Retrofit Technology
CCR	Coal Combustion Residuals
CPUC	California Public Utilities Commission
CSAPR	Cross-State Air Pollution Rule
D.C. Circuit	United States Court of Appeals for the District of Columbia Circuit
Dth	Decatherm
EPA	United States Environmental Protection Agency
FERC	Federal Energy Regulatory Commission
FIP	Federal Implementation Plan
GAAP	Accounting principles generally accepted in the United States of America
GTA	General Tariff Application
GWh	Gigawatt Hour
IRP	Integrated Resource Plan
IUB	Iowa Utilities Board
kV	Kilovolt
LNG	Liquefied Natural Gas
MATS	Mercury and Air Toxics Standards
MW	Megawatt
MWh	Megawatt Hour
NAAQS	National Ambient Air Quality Standards
NOx	Nitrogen Oxides
Ofgem	Office of Gas and Electric Markets
OPUC	Oregon Public Utility Commission
PTC	Production Tax Credit
PUCN	Public Utilities Commission of Nevada
RFP	Request for Proposals
RPS	Renewable Portfolio Standards
SCR	Selective Catalytic Reduction
SEC	United States Securities and Exchange Commission
SIP	State Implementation Plan
SO2	Sulfur Dioxide
UPSC	Utah Public Service Commission
WUTC	Washington Utilities and Transportation Commission

iii

Forward-Looking Statements

This report contains statements that do not directly or exclusively relate to historical facts. These statements are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can typically be identified by the use of forward-looking words, such as "will," "may," "could," "project," "believe," "anticipate," "expect," "estimate," "continue," "intend," "potential," "plan," "forecast" and similar terms. These statements are based upon the relevant Registrant's current intentions, assumptions, expectations and beliefs and are subject to risks, uncertainties and other important factors. Many of these factors are outside the control of each Registrant 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 income tax reform, initiatives regarding deregulation and restructuring of the utility industry and reliability and safety standards, affecting the respective Registrant's operations or related industries;

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

•the outcome of regulatory rate reviews and other proceedings conducted by regulatory agencies or other governmental and legal bodies and the respective Registrant's ability to recover costs through 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 private generation measures and programs, that could affect customer growth and usage, electricity and natural gas supply or the respective Registrant's ability to obtain long-term contracts with customers and suppliers;

•performance, availability and ongoing operation of the respective Registrant's facilities, including facilities not operated by the Registrants, due to the impacts of market conditions, outages and associated repairs, transmission constraints, weather, including wind, solar and hydroelectric conditions, and operating conditions;

•the effects of catastrophic and other unforeseen events, which may be caused by factors beyond the control of each respective Registrant or by a breakdown or failure of the Registrants' operating assets, including severe storms, floods, fires, extreme temperature events, wind events, earthquakes, explosions, landslides, an electromagnetic pulse, mining incidents, costly litigation, wars (including, for example, Russia's invasion of Ukraine in February 2022), terrorism, pandemics, embargoes, and cyber security attacks, data security breaches, disruptions, or other malicious acts;

•the risks and uncertainties associated with wildfires that have occurred, are occurring or may occur in the respective Registrant's service territory; the damage caused by such wildfires; the extent of the respective Registrant's liability in connection with such wildfires (including the risk that the respective Registrant may be found liable for damages regardless of fault); investigations into such wildfires; the outcomes of any legal proceedings initiated against the respective Registrant; the risk that the respective Registrant is not able to recover costs from insurance or through rates; and the effect of such wildfires, investigations and legal proceedings on the respective Registrant's financial condition and reputation;

•the outcomes of legal actions associated with the 2020 Wildfires, which could have a material adverse effect on PacifiCorp's financial condition and could limit PacifiCorp's ability to access capital on terms commensurate with historical transactions and could impact PacifiCorp's liquidity, cash flows and capital expenditure plans;

•the respective Registrant's ability to reduce wildfire threats and improve safety, including the ability to comply with the targets and metrics set forth in its wildfire mitigation plans; to retain or contract for the workforce necessary to execute its wildfire mitigation plans; the effectiveness of its system hardening; ability to achieve vegetation management targets; and the cost of these programs and the timing and outcome of any proceeding to recover such costs through rates;

•the ability to economically obtain insurance coverage, or any insurance coverage at all, sufficient to cover losses arising from catastrophic events, such as wildfires;

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

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

iv

•the financial condition, creditworthiness and operational stability of the respective Registrant's significant customers and suppliers;

•changes in business strategy or development plans;

•availability, terms and deployment of capital, including reductions in demand for investment-grade commercial paper, debt securities and other sources of debt financing and volatility in interest rates and credit spreads;

•changes in the respective Registrant's credit ratings;

•risks relating to nuclear generation, including unique operational, closure and decommissioning risks;

•hydroelectric conditions and the cost, feasibility and eventual outcome of hydroelectric relicensing proceedings;

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

•the impact of inflation on costs and the ability of the respective Registrants to recover such costs in regulated rates;

•fluctuations in foreign currency exchange rates, primarily the British pound and the Canadian dollar;

•increases in employee healthcare costs;

•the impact of investment performance, certain participant elections such as lump sum distributions and changes in interest rates, legislation, healthcare cost trends, mortality, morbidity on pension and other postretirement benefits expense and funding requirements;

•changes in the residential real estate brokerage, mortgage and franchising industries and regulations that could affect brokerage, mortgage and franchising transactions;

•the ability to successfully integrate future acquired operations into a Registrant's business;

•the impact of supply chain disruptions and workforce availability on the respective Registrant's ongoing operations and its ability to timely complete construction projects;

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

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

•the impact of new accounting guidance or changes in current accounting estimates and assumptions on the financial results of the respective Registrants; and

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

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

v

Item 1.Financial Statements

Berkshire Hathaway Energy Company and its subsidiaries
Report of Independent Registered Public Accounting Firm	4
Consolidated Balance Sheets	5
Consolidated Statements of Operations	7
Consolidated Statements of Comprehensive Income	8
Consolidated Statements of Changes in Equity	9
Consolidated Statements of Cash Flows	10
Notes to Consolidated Financial Statements	11
PacifiCorp and its subsidiaries
Report of Independent Registered Public Accounting Firm	57
Consolidated Balance Sheets	58
Consolidated Statements of Operations	60
Consolidated Statements of Changes in Shareholders' Equity	61
Consolidated Statements of Cash Flows	62
Notes to Consolidated Financial Statements	63
MidAmerican Energy Company
Report of Independent Registered Public Accounting Firm	84
Balance Sheets	85
Statements of Operations	87
Statements of Changes in Shareholder's Equity	88
Statements of Cash Flows	89
Notes to Financial Statements	90
MidAmerican Funding, LLC and its subsidiaries
Report of Independent Registered Public Accounting Firm	98
Consolidated Balance Sheets	99
Consolidated Statements of Operations	101
Consolidated Statements of Changes in Member's Equity	102
Consolidated Statements of Cash Flows	103
Notes to Consolidated Financial Statements	104
Nevada Power Company and its subsidiaries
Report of Independent Registered Public Accounting Firm	118
Consolidated Balance Sheets	119
Consolidated Statements of Operations	120
Consolidated Statements of Changes in Shareholder's Equity	121
Consolidated Statements of Cash Flows	122
Notes to Consolidated Financial Statements	123
Sierra Pacific Power Company and its subsidiaries
Report of Independent Registered Public Accounting Firm	138
Consolidated Balance Sheets	139
Consolidated Statements of Operations	140
Consolidated Statements of Changes in Shareholder's Equity	141
Consolidated Statements of Cash Flows	142
Notes to Consolidated Financial Statements	143
Eastern Energy Gas Holdings, LLC and its subsidiaries
Report of Independent Registered Public Accounting Firm	159
Consolidated Balance Sheets	160
Consolidated Statements of Operations	162
Consolidated Statements of Comprehensive Income	163
Consolidated Statements of Changes in Equity	164
Consolidated Statements of Cash Flows	165
Notes to Consolidated Financial Statements	166
Eastern Gas Transmission and Storage, Inc. and its subsidiaries
Report of Independent Registered Public Accounting Firm	178
Consolidated Balance Sheets	179
Consolidated Statements of Operations	181
Consolidated Statements of Comprehensive Income	182
Consolidated Statements of Changes in Shareholder's Equity	183
Consolidated Statements of Cash Flows	184
Notes to Consolidated Financial Statements	185

1

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

Berkshire Hathaway Energy Company and its subsidiaries	31
PacifiCorp and its subsidiaries	74
MidAmerican Funding, LLC and its subsidiaries and MidAmerican Energy Company	108
Nevada Power Company and its subsidiaries	130
Sierra Pacific Power Company and its subsidiaries	151
Eastern Energy Gas Holdings, LLC and its subsidiaries	173
Eastern Gas Transmission and Storage, Inc. and its subsidiaries	190

2

Berkshire Hathaway Energy Company and its subsidiaries

Consolidated Financial Section

3

PART I

Item 1.Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Berkshire Hathaway Energy Company

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheet of Berkshire Hathaway Energy Company and subsidiaries (the "Company") as of June 30, 2023, the related consolidated statements of operations, comprehensive income, and changes in equity for the three-month and six-month periods ended June 30, 2023 and 2022, and of cash flows for the six-month periods ended June 30, 2023 and 2022, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2022, and the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 24, 2023, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

/s/ Deloitte & Touche LLP

Des Moines, Iowa

August 4, 2023

4

BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Amounts in millions)

	As of
	June 30,		December 31,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	2,229	$	1,591
Investments and restricted cash and cash equivalents	3,484		2,141
Trade receivables, net	2,488		2,876
Inventories	1,429		1,256
Mortgage loans held for sale	834		474
Regulatory assets	1,392		1,319
Other current assets	770		1,345
Total current assets	12,626		11,002
Property, plant and equipment, net	95,541		93,043
Goodwill	11,546		11,489
Regulatory assets	4,060		3,743
Investments and restricted cash and cash equivalents and investments	10,562		11,273
Other assets	3,416		3,290
Total assets	$	137,751	$	133,840

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

5

BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited) (continued)

(Amounts in millions)

	As of
	June 30,		December 31,
	2023		2022
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	2,502	$	2,679
Accrued interest	563		558
Accrued property, income and other taxes	1,287		746
Accrued employee expenses	418		333
Short-term debt	2,243		1,119
Current portion of long-term debt	3,199		3,201
Other current liabilities	1,648		1,677
Total current liabilities	11,860		10,313
BHE senior debt	13,099		13,096
BHE junior subordinated debentures	100		100
Subsidiary debt	35,224		35,238
Regulatory liabilities	6,423		7,070
Deferred income taxes	12,726		12,678
Other long-term liabilities	5,359		4,706
Total liabilities	84,791		83,201
Commitments and contingencies (Note 11)
Equity:
BHE shareholders' equity:
Preferred stock - 100 shares authorized, $0.01 par value, 1 shares issued and outstanding	850		850
Common stock - 115 shares authorized, no par value, 76 shares issued and outstanding	—		—
Additional paid-in capital	6,298		6,298
Retained earnings	43,880		41,833
Accumulated other comprehensive loss, net	(1,845)		(2,149)
Total BHE shareholders' equity	49,183		46,832
Noncontrolling interests	3,777		3,807
Total equity	52,960		50,639
Total liabilities and equity	$	137,751	$	133,840

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

6

BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Amounts in millions)

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue:
Energy	$	4,933	$	4,940	$	10,404	$	9,763
Real estate	1,296		1,672		2,171		2,879
Total operating revenue	6,229		6,612		12,575		12,642
Operating expenses:
Energy:
Cost of sales	1,566		1,525		3,521		2,985
Operations and maintenance	1,200		1,081		2,742		2,024
Depreciation and amortization	970		1,045		2,020		2,052
Property and other taxes	197		199		409		404
Real estate	1,250		1,555		2,170		2,734
Total operating expenses	5,183		5,405		10,862		10,199
Operating income	1,046		1,207		1,713		2,443
Other income (expense):
Interest expense	(599)		(550)		(1,185)		(1,082)
Capitalized interest	33		18		57		35
Allowance for equity funds	61		42		110		80
Interest and dividend income	127		30		213		53
Gains on marketable securities, net	303		2,528		1,002		1,271
Other, net	78		(26)		118		(21)
Total other income (expense)	3		2,042		315		336
Income (loss) before income tax expense (benefit) and equity income (loss)	1,049		3,249		2,028		2,779
Income tax expense (benefit)	(255)		149		(417)		(358)
Equity income (loss)	(99)		(83)		(137)		(140)
Net income	1,205		3,017		2,308		2,997
Net income attributable to noncontrolling interests	130		120		244		229
Net income attributable to BHE shareholders	1,075		2,897		2,064		2,768
Preferred dividends	9		13		17		29
Earnings on common shares	$	1,066	$	2,884	$	2,047	$	2,739

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

7

BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(Amounts in millions)

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Net income	$	1,205	$	3,017	$	2,308	$	2,997
Other comprehensive income (loss), net of tax:
Unrecognized amounts on retirement benefits, net of tax of $(4), $9, $(7) and $12	(7)		25		(11)		40
Foreign currency translation adjustment	232		(481)		331		(591)
Unrealized gains (losses) on cash flow hedges, net of tax of $13, $8, $(7) and $36	39		26		(16)		103
Total other comprehensive income (loss), net of tax	264		(430)		304		(448)
Comprehensive income	1,469		2,587		2,612		2,549
Comprehensive income attributable to noncontrolling interests	130		120		244		229
Comprehensive income attributable to BHE shareholders	$	1,339	$	2,467	$	2,368	$	2,320

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

8

BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited)

(Amounts in millions)

	BHE Shareholders' Equity
							Long-term				Accumulated
					Additional		Income				Other
	Preferred		Common		Paid-in		Tax		Retained		Comprehensive		Noncontrolling		Total
	Stock		Stock		Capital		Receivable		Earnings		Loss, Net		Interests		Equity
Balance, March 31, 2022	$	1,650	$	—	$	6,374	$	(744)	$	40,608	$	(1,358)	$	3,894	$	50,424
Net income	—		—		—		—		2,897		—		120		3,017
Other comprehensive loss	—		—		—		—		—		(430)		—		(430)
Preferred stock redemptions	(800)		—		—		—		—		—		—		(800)
Preferred stock dividend	—		—		—		—		(13)		—		—		(13)
Common stock purchases	—		—		(77)		—		(793)		—		—		(870)
Distributions	—		—		—		—		—		—		(129)		(129)
Contributions	—		—		—		—		—		—		2		2
Other equity transactions	—		—		1		—		(11)		—		—		(10)
Balance, June 30, 2022	$	850	$	—	$	6,298	$	(744)	$	42,688	$	(1,788)	$	3,887	$	51,191
Balance, December 31, 2021	$	1,650	$	—	$	6,374	$	(744)	$	40,754	$	(1,340)	$	3,895	$	50,589
Net income	—		—		—		—		2,768		—		229		2,997
Other comprehensive loss	—		—		—		—		—		(448)		—		(448)
Preferred stock redemptions	(800)		—		—		—		—		—		—		(800)
Preferred stock dividend	—		—		—		—		(29)		—		—		(29)
Common stock purchases	—		—		(77)		—		(793)		—		—		(870)
Distributions	—		—		—		—		—		—		(245)		(245)
Contributions	—		—		—		—		—		—		2		2
Other equity transactions	—		—		1		—		(12)		—		6		(5)
Balance, June 30, 2022	$	850	$	—	$	6,298	$	(744)	$	42,688	$	(1,788)	$	3,887	$	51,191
Balance, March 31, 2023	$	850	$	—	$	6,298	$	—	$	42,814	$	(2,109)	$	3,798	$	51,651
Net income	—		—		—		—		1,075		—		130		1,205
Other comprehensive income	—		—		—		—		—		264		—		264
Preferred stock dividend	—		—		—		—		(9)		—		—		(9)
Distributions	—		—		—		—		—		—		(144)		(144)
Contributions	—		—		—		—		—		—		1		1
Other equity transactions	—		—		—		—		—		—		(8)		(8)
Balance, June 30, 2023	$	850	$	—	$	6,298	$	—	$	43,880	$	(1,845)	$	3,777	$	52,960
Balance, December 31, 2022	$	850	$	—	$	6,298	$	—	$	41,833	$	(2,149)	$	3,807	$	50,639
Net income	—		—		—		—		2,064		—		244		2,308
Other comprehensive income	—		—		—		—		—		304		—		304
Preferred stock dividend	—		—		—		—		(17)		—		—		(17)
Distributions	—		—		—		—		—		—		(269)		(269)
Contributions	—		—		—		—		—		—		3		3
Other equity transactions	—		—		—		—		—		—		(8)		(8)
Balance, June 30, 2023	$	850	$	—	$	6,298	$	—	$	43,880	$	(1,845)	$	3,777	$	52,960

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

9

BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Amounts in millions)

	Six-Month Periods
	Ended June 30,
	2023		2022
Cash flows from operating activities:
Net income	$	2,308	$	2,997
Adjustments to reconcile net income to net cash flows from operating activities:
Gains on marketable securities, net	(1,002)		(1,271)
Depreciation and amortization	2,045		2,081
Allowance for equity funds	(110)		(80)
Equity (income) loss, net of distributions	188		202
Net power cost deferrals	(446)		(288)
Amortization of net power cost deferrals	279		119
Other changes in regulatory assets and liabilities	(66)		(57)
Deferred income taxes and investment tax credits, net	(117)		385
Other, net	(93)		37
Changes in other operating assets and liabilities, net of effects from acquisitions:
Trade receivables and other assets	(60)		(156)
Derivative collateral, net	(224)		189
Pension and other postretirement benefit plans	(10)		(21)
Accrued property, income and other taxes, net	530		489
Accounts payable and other liabilities	52		457
Wildfires insurance receivable	(133)		(161)
Wildfires liability	524		225
Net cash flows from operating activities	3,665		5,147
Cash flows from investing activities:
Capital expenditures	(4,025)		(3,382)
Purchases of marketable securities	(155)		(281)
Proceeds from sales of marketable securities	1,798		257
Purchases of U.S. Treasury Bills	(3,294)		—
Proceeds from sales of U.S. Treasury Bills	231		—
Proceeds from maturities of U.S. Treasury Bills	1,775		—
Equity method investments	(20)		(28)
Other, net	16		(18)
Net cash flows from investing activities	(3,674)		(3,452)
Cash flows from financing activities:
Preferred stock redemptions	—		(800)
Preferred dividends	(17)		(33)
Common stock purchases	—		(870)
Proceeds from BHE senior debt	—		987
Repayments of BHE senior debt	(400)		—
Proceeds from subsidiary debt	1,188		1,201
Repayments of subsidiary debt	(959)		(542)
Net proceeds from (repayments of) short-term debt	1,118		(54)
Distributions to noncontrolling interests	(269)		(246)
Other, net	(36)		(248)
Net cash flows from financing activities	625		(605)
Effect of exchange rate changes	7		(33)
Net change in cash and cash equivalents and restricted cash and cash equivalents	623		1,057
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	1,817		1,244
Cash and cash equivalents and restricted cash and cash equivalents at end of period	$	2,440	$	2,301

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

10

BERKSHIRE HATHAWAY ENERGY COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1)    General

Berkshire Hathaway Energy Company ("BHE") is a holding company that owns a highly diversified portfolio of locally managed and operated businesses principally engaged in the energy industry (collectively with its subsidiaries, the "Company") and is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway").

The Company's operations are organized as eight business segments: PacifiCorp and its subsidiaries ("PacifiCorp"), MidAmerican Funding, LLC and its subsidiaries ("MidAmerican Funding") (which primarily consists of MidAmerican Energy Company ("MidAmerican Energy")), NV Energy, Inc. and its subsidiaries ("NV Energy") (which primarily consists of Nevada Power Company and its subsidiaries ("Nevada Power") and Sierra Pacific Power Company and its subsidiaries ("Sierra Pacific")), Northern Powergrid Holdings Company and its subsidiaries ("Northern Powergrid") (which primarily consists of Northern Powergrid (Northeast) plc and Northern Powergrid (Yorkshire) plc), BHE Pipeline Group, LLC and its subsidiaries (which primarily consists of BHE GT&S, LLC and its subsidiaries ("BHE GT&S"), Northern Natural Gas Company ("Northern Natural Gas") and Kern River Gas Transmission Company ("Kern River")), BHE Transmission (which consists of BHE Canada Holdings Corporation and its subsidiaries ("BHE Canada") (which primarily consists of AltaLink, L.P. ("AltaLink")) and BHE U.S. Transmission, LLC and its subsidiaries), BHE Renewables, LLC and its subsidiaries ("BHE Renewables") and HomeServices of America, Inc. and its subsidiaries ("HomeServices"). The Company, through these locally managed and operated businesses, owns four utility companies in the U.S. serving customers in 11 states, two electricity distribution companies in Great Britain, five interstate natural gas pipeline companies in the U.S., interests in a liquefied natural gas ("LNG") export, import and storage facility in the U.S., an electric transmission business in Canada, interests in electric transmission businesses in the U.S., a renewable energy business primarily investing in wind, solar, geothermal and hydroelectric projects and one of the largest residential real estate brokerage firms and residential real estate brokerage franchise networks in the U.S.

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 2023, and for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the three- and six-month periods ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, describes the most significant accounting policies used in the preparation of the unaudited Consolidated Financial Statements. There have been no significant changes in the Company's accounting policies or its assumptions regarding significant accounting estimates during the six-month period ended June 30, 2023, other than the updates associated with the Company's estimates of loss contingencies related to the Oregon and Northern California 2020 wildfires (the "2020 Wildfires") and the 2022 McKinney fire as discussed in Note 11.

11

(2)    New Accounting Pronouncements

In March 2023, the FASB issued ASU No. 2023-02, amending FASB ASC Topic 323-740, "Investments—Equity Method and Joint Ventures—Income Taxes" which set forth the conditions needed to apply the proportional amortization method. The amendments in this update permit reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. This guidance is effective for interim and annual reporting periods beginning after December 15, 2023, with early adoption permitted, and is required to be adopted either using a modified retrospective approach by means of a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption or a retrospective approach by means of a cumulative-effect adjustment to retained earnings as of the beginning of the earliest fiscal year presented. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.

(3)    Business Acquisitions

On July 9, 2023, BHE and Eastern MLP Holding Company II, LLC ("the Buyer"), an indirect wholly owned subsidiary of BHE, entered into a Purchase and Sale Agreement (the "Purchase Agreement") with Dominion Energy, Inc. ("DEI") and DECP Holdings, Inc. (the "Seller"), an indirect wholly owned subsidiary of DEI, to purchase (the "Transaction") Seller's 50% limited partner interests in Cove Point LNG, LP ("Cove Point") for a cash purchase price of $3.3 billion, plus the pro rata portion of any quarterly distribution made by Cove Point for the fiscal quarter in which the Transaction closes. BHE expects to fund the purchase price with cash on hand, including cash realized from the liquidation of certain investments. Upon the completion of the Transaction, the Buyer will own an aggregate of 75% of the limited partner interests, and its affiliate, Cove Point GP Holding Company, LLC, will continue to own 100% of the general partner interest, of Cove Point.

The consummation of the Transaction contemplated by the Purchase Agreement is subject to customary closing conditions, including without limitation (i) the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the filing of a notification with the U.S. Department of Energy and the expiration of any applicable period; and (iii) the accuracy of the representations and warranties and compliance by the parties in all material respects with their respective obligations under the Purchase Agreement. The Transaction is expected to close by year-end 2023, subject to satisfaction of the foregoing conditions, among other things.

The Purchase Agreement provides that if the Seller or DEI terminates the Purchase agreement due to a breach of the Purchase Agreement by the Buyer or Buyer's failure to consummate the Transaction within three business days after all of the conditions to close have been satisfied or waived, BHE will pay to the Seller a termination fee of $150 million.

12

(4)    Property, Plant and Equipment, Net

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

		As of
	Depreciable	June 30,		December 31,
	Life	2023		2022
Regulated assets:
Utility generation, transmission and distribution systems	5-80 years	$	94,351	$	92,759
Interstate natural gas pipeline assets	3-80 years	18,605		18,328
		112,956		111,087
Accumulated depreciation and amortization		(36,088)		(34,599)
Regulated assets, net		76,868		76,488
Nonregulated assets:
Independent power plants	2-50 years	8,476		8,545
Cove Point LNG facility	40 years	3,417		3,412
Other assets	2-30 years	2,787		2,693
		14,680		14,650
Accumulated depreciation and amortization		(3,617)		(3,452)
Nonregulated assets, net		11,063		11,198
		87,931		87,686
Construction work-in-progress		7,610		5,357
Property, plant and equipment, net		$	95,541	$	93,043

Construction work-in-progress includes $7.1 billion as of June 30, 2023 and $4.9 billion as of December 31, 2022, related to the construction of regulated assets.

13

(5)    Investments and Restricted Cash and Cash Equivalents and Investments

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

	As of
	June 30,		December 31,
	2023		2022
Investments:
BYD Company Limited common stock	$	3,129	$	3,763
U.S. Treasury Bills	3,281		1,931
Rabbi trusts	468		433
Other	330		335
Total investments	7,208		6,462
Equity method investments:
BHE Renewables tax equity investments	4,289		4,535
Electric Transmission Texas, LLC	657		623
Iroquois Gas Transmission System, L.P.	596		600
Other	359		304
Total equity method investments	5,901		6,062
Restricted cash and cash equivalents and investments:
Quad Cities Station nuclear decommissioning trust funds	726		664
Other restricted cash and cash equivalents	211		226
Total restricted cash and cash equivalents and investments	937		890
Total investments and restricted cash and cash equivalents and investments	$	14,046	$	13,414
Reflected as:
Other current assets	$	3,484	$	2,141
Noncurrent assets	10,562		11,273
Total investments and restricted cash and cash equivalents and investments	$	14,046	$	13,414

Investments

Gains on marketable securities, net recognized during the period consists of the following (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Unrealized gains recognized on marketable securities held at the reporting date	$	268	$	2,527	$	725	$	1,270
Net gains recognized on marketable securities sold during the period	35		1		277		1
Gains on marketable securities, net	$	303	$	2,528	$	1,002	$	1,271

14

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash equivalents consist of funds invested in money market mutual funds, U.S. Treasury Bills and other investments with a maturity of three months or less when purchased. Cash and cash equivalents exclude amounts where availability is restricted by legal requirements, loan agreements or other contractual provisions. Restricted cash and cash equivalents consist substantially of funds restricted for debt service obligations for certain of the Company's nonregulated renewable energy projects. A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	2,229	$	1,591
Investments and restricted cash and cash equivalents	158		173
Investments and restricted cash and cash equivalents and investments	53		53
Total cash and cash equivalents and restricted cash and cash equivalents	$	2,440	$	1,817

(6)    Recent Financing Transactions

Long-Term Debt

In May 2023, PacifiCorp issued $1.2 billion of its 5.50% First Mortgage Bonds due May 2054. PacifiCorp intends, within 24 months of the issuance date, to allocate an amount equal to the net proceeds to finance or refinance, in whole or in part, new or existing investments or expenditures made in one or more eligible projects in alignment with BHE's Green Financing Framework.

Credit Facilities

In June 2023, BHE amended its existing $3.5 billion unsecured credit facility expiring in June 2025. The amendment extended the expiration date to June 2026.

In June 2023, PacifiCorp amended its existing $1.2 billion unsecured credit facility expiring in June 2025. The amendment increased the lender commitment to $2.0 billion and extended the expiration date to June 2026. Additionally, in June 2023, PacifiCorp terminated its existing $800 million 364-day unsecured credit facility expiring in January 2024.

In June 2023, MidAmerican Energy amended its existing $1.5 billion unsecured credit facility expiring in June 2025. The amendment extended the expiration date to June 2026.

In June 2023, Nevada Power and Sierra Pacific each amended its existing $400 million and $250 million secured credit facilities expiring in June 2025. The amendments increased the commitment of the lenders to $600 million and $400 million, respectively, and extended the expiration date to June 2026.

In April 2023, AltaLink Investments, L.P. extended, with lender consent, the expiration date for its existing C$200 million one year revolving credit facility to April 2024, by exercising a one-year extension option.

15

(7)    Income Taxes

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
Income tax credits	(34)		(13)		(35)		(28)
State income tax, net of federal income tax impacts	—		(1)		(2)		—
Income tax effect of foreign income	(3)		—		2		(1)
Effects of ratemaking	(3)		(1)		(3)		(2)
Equity income	(2)		(1)		(1)		(1)
Noncontrolling interest	(3)		(1)		(3)		(2)
Other, net	—		1		—		—
Effective income tax rate	(24)	%	5	%	(21)	%	(13)	%

Income tax credits relate primarily to production tax credits ("PTCs") from wind- and solar-powered generating facilities owned by MidAmerican Energy, PacifiCorp and BHE Renewables. Federal renewable electricity PTCs are earned as energy from qualifying wind- and solar-powered generating facilities is produced and sold and are based on a per-kilowatt hour rate pursuant to the applicable federal income tax law. Wind- and solar-powered generating facilities are eligible for the credits for 10 years from the date the qualifying generating facilities are placed in-service. PTCs recognized for the six-month periods ended June 30, 2023 and 2022 totaled $700 million and $734 million, respectively.

Income tax effect on foreign income includes, among other items, a deferred income tax charge of $82 million recognized in March 2023 related to the July 2022 enactment of a new Energy Profits Levy 25% income tax in the United Kingdom effective May 26, 2022, through December 31, 2025, as well as an increase in the tax rate from 25% to 35% effective January 1, 2023, through March 31, 2028, enacted in January 2023.

The Company's provision for income taxes has been computed on a stand-alone basis. Berkshire Hathaway includes the Company in its consolidated U.S. federal and Iowa state income tax returns and the majority of the Company's U.S. federal income tax is remitted to or received from Berkshire Hathaway. The Company received net cash payments for federal income taxes from Berkshire Hathaway for the six-month periods ended June 30, 2023 and 2022 totaling $864 million and $1,249 million, respectively.

In July 2022, the Company amended its tax allocation agreement with Berkshire Hathaway, which changed how state tax attributes will be settled with respect to state income tax returns that Berkshire Hathaway includes the Company. As a result, the Company no longer expects to receive the cash benefits from the state of Iowa net operating loss carryforward previously recorded as a long-term income tax receivable from Berkshire Hathaway as a component of BHE's shareholders' equity, and recognized a noncash distribution of $744 million to retained earnings.

16

(8)    Employee Benefit Plans

Domestic Operations

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Pension:
Service cost	$	5	$	6	$	9	$	13
Interest cost	27		19		55		38
Expected return on plan assets	(31)		(27)		(62)		(54)
Settlement	—		—		(5)		2
Net amortization	3		5		7		9
Net periodic benefit cost	$	4	$	3	$	4	$	8
Other postretirement:
Service cost	$	2	$	4	$	3	$	6
Interest cost	7		5		14		10
Expected return on plan assets	(10)		(7)		(18)		(14)
Net amortization	—		(1)		(1)		(1)
Net periodic benefit (credit) cost	$	(1)	$	1	$	(2)	$	1

Amounts other than the service cost for pension and other postretirement benefit plans are recorded in other, net on the Consolidated Statements of Operations. Employer contributions to the domestic pension and other postretirement benefit plans are expected to be $13 million and $7 million, respectively, during 2023. As of June 30, 2023, $7 million and $3 million of contributions had been made to the domestic pension and other postretirement benefit plans, respectively.

Foreign Operations

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Service cost	$	1	$	3	$	3	$	7
Interest cost	14		9		28		19
Expected return on plan assets	(21)		(23)		(40)		(48)
Net amortization	7		6		13		12
Net periodic benefit cost (credit)	$	1	$	(5)	$	4	$	(10)

Amounts other than the service cost for the United Kingdom pension plan are recorded in other, net on the Consolidated Statements of Operations. Employer contributions to the United Kingdom pension plan are expected to be £11 million during 2023. As of June 30, 2023, £6 million, or $7 million, of contributions had been made to the United Kingdom pension plan.

17

(9)    Asset Retirement Obligations

MidAmerican Energy estimates its asset retirement obligation ("ARO") liabilities based upon detailed engineering calculations of the amount and timing of the future cash spending for a third party to perform the required work. Spending estimates are escalated for inflation and then discounted at a credit-adjusted, risk-free rate. Changes in estimates could occur for a number of reasons including changes in laws and regulations, plan revisions, inflation and changes in the amount and timing of expected work. During the six-month period ended June 30, 2023, MidAmerican Energy recorded an increase of $88 million for decommissioning its wind-generating facilities, which is a non-cash investing activity and is due to an updated decommissioning estimate reflecting changes in the projected removal costs per turbine.

(10)    Fair Value Measurements

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

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

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

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

18

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

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Other(1)		Total
As of June 30, 2023:
Assets:
Commodity derivatives	$	3	$	195	$	13	$	(58)	$	153
Interest rate derivatives	53		57		12		—		122
Mortgage loans held for sale	—		834		—		—		834
Money market mutual funds	1,539		—		—		—		1,539
Debt securities:
U.S. government obligations	3,902		—		—		—		3,902
International government obligations	—		1		—		—		1
Corporate obligations	—		72		—		—		72
Municipal obligations	—		3		—		—		3
Agency, asset and mortgage-backed obligations	—		1		—		—		1
Equity securities:
U.S. companies	405		—		—		—		405
International companies	3,138		—		—		—		3,138
Investment funds	287		—		—		—		287
	$	9,327	$	1,163	$	25	$	(58)	$	10,457
Liabilities:
Commodity derivatives	$	(6)	$	(98)	$	(187)	$	62	$	(229)
Foreign currency exchange rate derivatives	—		(11)		—		—		(11)
Interest rate derivatives	—		(1)		(1)		—		(2)
	$	(6)	$	(110)	$	(188)	$	62	$	(242)

19

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Other(1)		Total
As of December 31, 2022:
Assets:
Commodity derivatives	$	6	$	614	$	51	$	(194)	$	477
Interest rate derivatives	50		54		8		—		112
Mortgage loans held for sale	—		474		—		—		474
Money market mutual funds	1,178		—		—		—		1,178
Debt securities:
U.S. government obligations	2,146		—		—		—		2,146
International government obligations	—		1		—		—		1
Corporate obligations	—		70		—		—		70
Municipal obligations	—		3		—		—		3
Agency, asset and mortgage-backed obligations	—		1		—		—		1
Equity securities:
U.S. companies	360		—		—		—		360
International companies	3,771		—		—		—		3,771
Investment funds	231		—		—		—		231
	$	7,742	$	1,217	$	59	$	(194)	$	8,824
Liabilities:
Commodity derivatives	$	(8)	$	(206)	$	(110)	$	106	$	(218)
Foreign currency exchange rate derivatives	—		(21)		—		—		(21)
Interest rate derivatives	—		(2)		(2)		1		(3)
	$	(8)	$	(229)	$	(112)	$	107	$	(242)

(1)Represents netting under master netting arrangements and a net cash collateral receivable of $4 million as of June 30, 2023 and payable of $87 million as of December 31, 2022.

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

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

20

The Company's investments in money market mutual funds and debt and equity securities are stated at fair value. When available, a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value. In the absence of a quoted market price or net asset value of an identical security, the fair value is determined using pricing models or net asset values based on observable market inputs and quoted market prices of securities with similar characteristics.

The following table reconciles the beginning and ending balances of the Company's financial assets and liabilities measured at fair value on a recurring basis using significant Level 3 inputs (in millions). Transfers out of Level 3 occur primarily due to increased price observability.

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
			Interest				Interest
	Commodity		Rate		Commodity		Rate
	Derivatives		Derivatives		Derivatives		Derivatives
2023:
Beginning balance	$	(150)	$	15	$	(59)	$	6
Changes included in earnings(1)	1		(4)		10		5
Changes in fair value recognized in OCI	—		—		(3)		—
Changes in fair value recognized in net regulatory assets	(85)		—		(183)		—
Settlements	60		—		61		—
Ending balance	$	(174)	$	11	$	(174)	$	11

2022:
Beginning balance	$	(239)	$	13	$	(151)	$	19
Changes included in earnings(1)	(26)		8		(82)		2
Changes in fair value recognized in OCI	5		—		10		—
Changes in fair value recognized in net regulatory assets	1		—		(59)		—
Purchases	1		—		1		—
Settlements	11		—		34		—
Transfers out of Level 3 into Level 2	69		—		69		—
Ending balance	$	(178)	$	21	$	(178)	$	21

(1)Changes included in earnings for interest rate derivatives are reported net of amounts related to the satisfaction of the associated loan commitment.

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

	As of June 30, 2023				As of December 31, 2022
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term debt	$	51,622	$	46,124	$	51,635	$	46,906

21

(11)    Commitments and Contingencies

Commitments

The Company has the following firm commitments that are not reflected on the Consolidated Balance Sheets.

Construction Commitments

During the six-month period ended June 30, 2023, PacifiCorp entered into build transfer agreements totaling $1.2 billion through 2025 for the construction of certain wind-powered generating facilities in Wyoming.

During the six-month period ended June 30, 2023, MidAmerican Energy entered into firm construction commitments totaling $183 million for the remainder of 2023 through 2024 related to the construction of wind-powered generating facilities in Iowa.

Fuel Contracts

During the six-month period ended June 30, 2023, PacifiCorp entered into certain coal supply agreements totaling $425 million through 2025.

Environmental Laws and Regulations

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

Lower Klamath Hydroelectric Project

In November 2022, the Federal Energy Regulatory Commission ("FERC") issued a license surrender order for the Lower Klamath Project, which was accepted by the Klamath River Renewal Corporation ("KRRC") and the states of Oregon and California ("States") in December 2022, along with the transfer of the Lower Klamath Project dams. Although PacifiCorp no longer owns the Lower Klamath Project, PacifiCorp will continue to operate the facilities under an operation and maintenance agreement with the KRRC until each facility is ready for removal. Removal of the Copco No. 2 facility began in June 2023, and removal of the remaining three dams (J.C. Boyle, Copco No. 1 and Iron Gate) is anticipated to begin in 2024. The KRRC has $450 million in funding available for dam removal and restoration; $200 million collected from PacifiCorp's Oregon and California customers and $250 million in California bond funds. PacifiCorp and the States have also agreed to equally share cost overruns that may occur above the initial $450 million in funding. Specifically, PacifiCorp and the States have agreed to equally fund an initial $45 million contingency fund and equally share any additional costs above that amount to ensure dam removal and restoration is complete.

Legal Matters

The Company is party to a variety of legal actions, including litigation, arising out of the normal course of business, some of which assert claims for damages in substantial amounts and are described below. For certain legal actions, parties at times may seek to impose fines, penalties and other costs.

Wildfire Liability Overview

A provision for a loss contingency is recorded when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. The Company evaluates the related range of reasonably estimated losses and records a loss based on its best estimate within that range or the lower end of the range if there is no better estimate.

22

In California, under inverse condemnation, courts have held that investor-owned utilities can be liable for real and personal property damages from wildfires without the utility being found negligent and regardless of fault. California law also permits inverse condemnation plaintiffs to recover reasonable attorney fees and costs. In both Oregon and California, PacifiCorp has equipment in areas accessed through special use permits, easements or similar agreements that may contain provisions requiring it to pay for damages caused by its equipment regardless of fault. Even if inverse condemnation or other provisions do not apply, PacifiCorp could be found liable for all damages.

2020 Wildfires

In September 2020, a severe weather event resulting in high winds, low humidity and warm temperatures contributed to several major wildfires, which resulted in real and personal property and natural resource damage, personal injuries and loss of life and widespread power outages in Oregon and Northern California. The wildfires spread across certain parts of PacifiCorp's service territory and surrounding areas across multiple counties in Oregon and California, including Siskiyou County, California; Jackson County, Oregon; Douglas County, Oregon; Marion County, Oregon; Lincoln County, Oregon; and Klamath County, Oregon, burning over 500,000 acres in aggregate. Third-party reports for these wildfires indicate over 2,000 structures destroyed, including residences; several structures damaged; multiple individuals injured; and several fatalities.

Investigations into the cause and origin of each wildfire are complex and ongoing and being conducted by various entities, including the U.S. Forest Service, the California Public Utilities Commission, the Oregon Department of Forestry, the Oregon Department of Justice, PacifiCorp and various experts engaged by PacifiCorp.

As of the date of this filing, numerous lawsuits on behalf of plaintiffs related to the 2020 Wildfires have been filed in Oregon and California, including a class action complaint in Oregon for which the jury issued a verdict for the 17 named plaintiffs in June 2023 as described below. The plaintiffs seek damages for economic losses, noneconomic losses, including mental suffering, emotional distress, personal injury and loss of life, punitive damages, other damages and attorneys' fees. Several insurance carriers have filed subrogation complaints in Oregon and California with allegations similar to those made in the aforementioned lawsuits. Additionally, certain governmental agencies have informed PacifiCorp that they are contemplating filing actions in connection with certain of the Oregon 2020 Wildfires. Amounts sought in the lawsuits, complaints and demands filed in Oregon total over $7 billion, excluding any doubling or trebling of damages included in the complaints. Generally, the complaints filed in California do not specify damages sought and are not included in this amount. Final determinations of liability will only be made following the completion of comprehensive investigations, litigation or similar processes, the outcome of which, if adverse, could, in the aggregate, have a material adverse effect on PacifiCorp's financial condition.

On September 30, 2020, a class action complaint against PacifiCorp was filed, captioned Jeanyne James et al. v. PacifiCorp et al, in Multnomah County Circuit Court, Oregon (the "James case"). The complaint was filed by Oregon residents and businesses who seek to represent a class of all Oregon citizens and entities whose real or personal property was harmed beginning on September 7, 2020, by wildfires in Oregon allegedly caused by PacifiCorp. In November 2021, the plaintiffs filed an amended complaint to limit the class to include Oregon citizens allegedly impacted by the Santiam Canyon, Echo Mountain Complex, South Obenchain and Two Four Two wildfires. In May 2022, the Multnomah County Circuit Court granted issue class certification and consolidated the James case with several other cases. While PacifiCorp requested an immediate appeal of the issue class certification, the Oregon Court of Appeals denied the request. In April 2023, the jury trial for the James case with respect to 17 named plaintiffs began in Multnomah County Circuit Court. In June 2023, the jury issued its verdict finding PacifiCorp liable to the 17 individual plaintiffs and to the class with respect to the four wildfires. The jury awarded the 17 named plaintiffs $90 million of damages, including $4 million of economic and property damages, $68 million of noneconomic damages and $18 million of punitive damages based on a 0.25 multiplier of the economic and noneconomic damages. No judgment has been entered by the Multnomah County Circuit Court and no determination has been made as to the timing, process and procedures that will be used to adjudicate individual class member damages. PacifiCorp intends to vigorously appeal the jury's findings and damage awards, including whether the case can proceed as a class action. The appeals process and further actions could take several years.

Based on the facts and circumstances available to PacifiCorp as of the date of this filing, which includes the status of the verdict in the James case with respect to the 17 named plaintiffs, other litigation and recent settlements, PacifiCorp has accrued cumulative estimated probable losses associated with the 2020 Wildfires of $1,018 million through June 30, 2023. PacifiCorp's cumulative accrual includes estimates of probable losses for fire suppression costs, real and personal property damages, natural resource damages for certain areas and noneconomic damages such as personal injury damages and loss of life damages that are considered probable of being incurred and that it is reasonably able to estimate at this time. For certain aspects of the 2020 Wildfires for which loss is considered probable, information necessary to reasonably estimate the potential losses, such as those related to certain areas of natural resource damages, is not currently available.

23

It is reasonably possible PacifiCorp will incur material additional losses beyond the amounts accrued that could have a material adverse effect on PacifiCorp's financial condition; however, PacifiCorp is currently unable to reasonably estimate the range of possible additional losses that could be incurred due to the number of properties and parties involved, including claimants in the class to the James case, the variation in those types of properties and lack of available details and the ultimate outcome of legal actions.

The following table presents changes in PacifiCorp's liability for estimated losses associated with the 2020 Wildfires (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Beginning balance	$	824	$	252	$	424	$	252
Accrued losses	141		225		541		225
Payments	(17)		—		(17)		—
Ending balance	$	948	$	477	$	948	$	477

PacifiCorp's receivable for expected insurance recoveries associated with the probable losses was $379 million and $246 million, respectively, as of June 30, 2023 and December 31, 2022. During the three- and six-month periods ended June 30, 2023, PacifiCorp recognized probable losses net of expected insurance recoveries associated with the 2020 Wildfires of $49 million and $408 million, respectively. During the three- and six-month periods ended June 30, 2022, PacifiCorp recognized probable losses net of expected insurance recoveries associated with the 2020 Wildfires of $64 million and $64 million, respectively. The net losses are included in operations and maintenance on the Consolidated Statements of Operations. No additional insurance recoveries beyond those accrued to date are expected to be available for the 2020 Wildfires.

2022 McKinney Fire

According to the California Department of Forestry and Fire Protection, on July 29, 2022, a wildfire began in the Oak Knoll Ranger District of the Klamath National Forest in Siskiyou County, California (the "2022 McKinney Fire") located in PacifiCorp's service territory. Third-party reports indicate that the 2022 McKinney Fire resulted in 11 structures damaged, 185 structures destroyed, 12 injuries and four fatalities and consumed 60,000 acres. The cause of the 2022 McKinney Fire is undetermined and remains under investigation by the U.S. Forest Service.

Due to the preliminary nature of the investigation, PacifiCorp does not believe a loss is probable and therefore has not accrued any loss as of the date of this filing. While the loss is not probable, PacifiCorp estimates the potential loss, excluding losses for natural resource damages, to be $31 million, net of expected insurance recoveries. The loss estimate includes PacifiCorp's estimate of losses for fire suppression costs; real and personal property damages; and noneconomic damages such as personal injury damages and loss of life damages. PacifiCorp is unable to estimate the total potential loss, including losses for natural resource damages, because there are a number of unknown facts and legal considerations that may impact the amount of any potential liability, including the total scope and nature of claims that may be asserted against PacifiCorp. PacifiCorp has insurance available and estimates the potential insurance recoveries to be $103 million, to cover potential losses.

As of the date of this filing, multiple lawsuits have been filed in California on behalf of plaintiffs related to the 2022 McKinney Fire. The plaintiffs seek damages for economic losses, noneconomic losses, including mental suffering, emotional distress, personal injury and loss of life, punitive damages, other damages and attorneys' fees, but the amount of damages sought is not specified. Final determinations of liability, however, will only be made following the completion of comprehensive investigations and litigation processes.

Guarantees

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

24

(12)    Revenue from Contracts with Customers

Energy Products and Services

The following table summarizes the Company's energy products and services revenue from contracts with customers ("Customer Revenue") by regulated and nonregulated, with further disaggregation of regulated by line of business, including a reconciliation to the Company's reportable segment information included in Note 14 (in millions):

	For the Three-Month Period Ended June 30, 2023
	PacifiCorp		MidAmerican Funding		NV Energy		Northern Powergrid		BHE Pipeline Group		BHE Transmission		BHE Renewables		BHE and Other(1)		Total
Customer Revenue:
Regulated:
Retail electric	$	1,232	$	569	$	1,043	$	—	$	—	$	—	$	—	$	—	$	2,844
Retail gas	—		90		43		—		—		—		—		—		133
Wholesale	26		52		9		—		—		—		—		2		89
Transmission and    distribution	34		13		19		244		—		166		—		—		476
Interstate pipeline	—		—		—		—		542		—		—		(27)		515
Other	24		—		—		—		(1)		—		—		—		23
Total Regulated	1,316		724		1,114		244		541		166		—		(25)		4,080
Nonregulated	—		1		—		33		270		30		376		1		711
Total Customer Revenue	1,316		725		1,114		277		811		196		376		(24)		4,791
Other revenue	11		34		5		29		7		(4)		61		(1)		142
Total	$	1,327	$	759	$	1,119	$	306	$	818	$	192	$	437	$	(25)	$	4,933

	For the Six-Month Period Ended June 30, 2023
	PacifiCorp		MidAmerican Funding		NV Energy		Northern Powergrid		BHE Pipeline Group		BHE Transmission		BHE Renewables		BHE and Other(1)		Total
Customer Revenue:
Regulated:
Retail electric	$	2,581	$	1,060	$	1,891	$	—	$	—	$	—	$	—	$	—	$	5,532
Retail gas	—		386		139		—		—		—		—		—		525
Wholesale	87		152		40		—		—		—		—		1		280
Transmission and    distribution	72		27		37		525		—		331		—		—		992
Interstate pipeline	—		—		—		—		1,420		—		—		(83)		1,337
Other	56		—		—		—		1		—		—		—		57
Total Regulated	2,796		1,625		2,107		525		1,421		331		—		(82)		8,723
Nonregulated	—		4		1		78		536		70		681		1		1,371
Total Customer Revenue	2,796		1,629		2,108		603		1,957		401		681		(81)		10,094
Other revenue	15		50		10		57		34		(4)		149		(1)		310
Total	$	2,811	$	1,679	$	2,118	$	660	$	1,991	$	397	$	830	$	(82)	$	10,404

25

	For the Three-Month Period Ended June 30, 2022
	PacifiCorp		MidAmerican Funding		NV Energy		Northern Powergrid		BHE Pipeline Group		BHE Transmission		BHE Renewables		BHE and Other(1)		Total
Customer Revenue:
Regulated:
Retail electric	$	1,167	$	594	$	831	$	—	$	—	$	—	$	—	$	(1)	$	2,591
Retail gas	—		136		28		—		—		—		—		—		164
Wholesale	55		119		15		—		—		—		—		(2)		187
Transmission and    distribution	45		13		18		274		—		172		—		—		522
Interstate pipeline	—		—		—		—		524		—		—		(27)		497
Other	28		—		—		—		—		—		—		—		28
Total Regulated	1,295		862		892		274		524		172		—		(30)		3,989
Nonregulated	—		—		1		42		285		15		414		(1)		756
Total Customer Revenue	1,295		862		893		316		809		187		414		(31)		4,745
Other revenue	19		35		6		29		47		(4)		32		31		195
Total	$	1,314	$	897	$	899	$	345	$	856	$	183	$	446	$	—	$	4,940

	For the Six-Month Period Ended June 30, 2022
	PacifiCorp		MidAmerican Funding		NV Energy		Northern Powergrid		BHE Pipeline Group		BHE Transmission		BHE Renewables		BHE and Other(1)		Total
Customer Revenue:
Regulated:
Retail electric	$	2,352	$	1,066	$	1,430	$	—	$	—	$	—	$	—	$	(1)	$	4,847
Retail gas	—		473		79		—		—		—		—		—		552
Wholesale	110		280		35		—		—		—		—		(2)		423
Transmission and    distribution	77		28		35		543		—		348		—		—		1,031
Interstate pipeline	—		—		—		—		1,269		—		—		(68)		1,201
Other	48		—		1		—		1		—		—		—		50
Total Regulated	2,587		1,847		1,580		543		1,270		348		—		(71)		8,104
Nonregulated	—		2		1		57		563		22		716		(1)		1,360
Total Customer Revenue	2,587		1,849		1,581		600		1,833		370		716		(72)		9,464
Other revenue	24		53		11		60		58		(4)		98		(1)		299
Total	$	2,611	$	1,902	$	1,592	$	660	$	1,891	$	366	$	814	$	(73)	$	9,763

(1)The BHE and Other reportable segment represents amounts related principally to other corporate entities, corporate functions and intersegment eliminations.

Real Estate Services

The following table summarizes the Company's real estate services Customer Revenue by line of business (in millions):

	HomeServices
	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Customer Revenue:
Brokerage	$	1,202	$	1,544	$	2,001	$	2,636
Franchise	15		17		27		37
Total Customer Revenue	1,217		1,561		2,028		2,673
Mortgage and other revenue	79		111		143		206
Total	$	1,296	$	1,672	$	2,171	$	2,879

26

Remaining Performance Obligations

The following table summarizes the Company's revenue it expects to recognize in future periods related to significant unsatisfied remaining performance obligations for fixed contracts with expected durations in excess of one year as of June 30, 2023, by reportable segment (in millions):

	Performance obligations expected to be satisfied:
	Less than 12 months		More than 12 months		Total
BHE Pipeline Group	$	3,007	$	20,764	$	23,771
BHE Transmission	328		—		328
Total	$	3,335	$	20,764	$	24,099

(13)    Components of Accumulated Other Comprehensive Loss, Net

The following table shows the change in accumulated other comprehensive loss by each component of other comprehensive income (loss), net of applicable income tax (in millions):

	Unrecognized		Foreign		Unrealized				AOCI
	Amounts on		Currency		Gains				Attributable
	Retirement		Translation		on Cash		Noncontrolling		To BHE
	Benefits		Adjustment		Flow Hedges		Interests		Shareholders, Net
Balance, December 31, 2021	$	(318)	$	(1,086)	$	59	$	5	$	(1,340)
Other comprehensive income (loss)	40		(591)		103		—		(448)
Balance, June 30, 2022	$	(278)	$	(1,677)	$	162	$	5	$	(1,788)
Balance, December 31, 2022	$	(390)	$	(1,896)	$	135	$	2	$	(2,149)
Other comprehensive (loss) income	(11)		331		(16)		—		304
Balance, June 30, 2023	$	(401)	$	(1,565)	$	119	$	2	$	(1,845)

27

(14)    Segment Information

The Company's reportable segments with foreign operations include Northern Powergrid, whose business is principally in the United Kingdom, and BHE Transmission, whose business includes operations in Canada. Intersegment eliminations and adjustments, including the allocation of goodwill, have been made. Effective January 1, 2023, the Company's unregulated retail energy services business was transferred to a subsidiary of BHE Renewables. Prior period amounts, which were previously reported in BHE and Other, have been changed to reflect this activity in BHE Renewables. Information related to the Company's reportable segments is shown below (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue:
PacifiCorp	$	1,327	$	1,314	$	2,811	$	2,611
MidAmerican Funding	759		897		1,679		1,902
NV Energy	1,119		899		2,118		1,592
Northern Powergrid	307		345		661		660
BHE Pipeline Group	818		856		1,991		1,891
BHE Transmission	192		183		397		366
BHE Renewables	437		478		830		814
HomeServices	1,296		1,672		2,171		2,879
BHE and Other(1)	(26)		(32)		(83)		(73)
Total operating revenue	$	6,229	$	6,612	$	12,575	$	12,642

Depreciation and amortization:
PacifiCorp	$	279	$	279	$	558	$	559
MidAmerican Funding	226		277		460		527
NV Energy	153		139		305		279
Northern Powergrid	85		100		170		180
BHE Pipeline Group	95		125		267		256
BHE Transmission	65		60		126		118
BHE Renewables	67		65		133		131
HomeServices	12		14		25		29
BHE and Other(1)	—		—		1		2
Total depreciation and amortization	$	982	$	1,059	$	2,045	$	2,081

28

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating income:
PacifiCorp	$	131	$	158	$	(36)	$	374
MidAmerican Funding	118		90		206		190
NV Energy	117		140		174		202
Northern Powergrid	121		110		267		269
BHE Pipeline Group	368		352		952		890
BHE Transmission	76		84		164		167
BHE Renewables	89		155		20		209
HomeServices	46		117		1		145
BHE and Other(1)	(20)		1		(35)		(3)
Total operating income	1,046		1,207		1,713		2,443
Interest expense	(599)		(550)		(1,185)		(1,082)
Capitalized interest	33		18		57		35
Allowance for equity funds	61		42		110		80
Interest and dividend income	127		30		213		53
Gains on marketable securities, net	303		2,528		1,002		1,271
Other, net	78		(26)		118		(21)
Total income (loss) before income tax expense (benefit) and equity income (loss)	$	1,049	$	3,249	$	2,028	$	2,779

Interest expense:
PacifiCorp	$	134	$	107	$	258	$	213
MidAmerican Funding	85		83		169		165
NV Energy	64		52		127		103
Northern Powergrid	30		34		60		66
BHE Pipeline Group	39		36		78		73
BHE Transmission	38		38		75		76
BHE Renewables	43		45		88		87
HomeServices	4		2		8		3
BHE and Other(1)	162		153		322		296
Total interest expense	$	599	$	550	$	1,185	$	1,082

Earnings on common shares:
PacifiCorp	$	107	$	83	$	(13)	$	213
MidAmerican Funding	233		204		482		445
NV Energy	90		93		124		122
Northern Powergrid	96		71		107		182
BHE Pipeline Group	187		199		556		521
BHE Transmission	58		62		122		124
BHE Renewables	206		264		285		409
HomeServices	34		84		—		105
BHE and Other(1)	55		1,824		384		618
Total earnings on common shares	$	1,066	$	2,884	$	2,047	$	2,739

29

	As of
	June 30,		December 31,
	2023		2022
Assets:
PacifiCorp	$	31,700	$	30,559
MidAmerican Funding	26,241		26,077
NV Energy	17,495		16,676
Northern Powergrid	9,531		9,005
BHE Pipeline Group	20,937		21,005
BHE Transmission	9,599		9,334
BHE Renewables	11,295		12,632
HomeServices	3,795		3,436
BHE and Other(1)	7,158		5,116
Total assets	$	137,751	$	133,840

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue by country:
U.S.	$	5,749	$	6,087	$	11,564	$	11,621
United Kingdom	295		345		628		660
Canada	173		180		350		361
Australia	12		—		33		—
Total operating revenue by country	$	6,229	$	6,612	$	12,575	$	12,642

Income (loss) before income tax expense (benefit) and equity income (loss) by country:
U.S.	$	914	$	3,117	$	1,733	$	2,463
United Kingdom	93		87		206		226
Canada	44		46		87		92
Australia	(3)		1		2		1
Other	1		(2)		—		(3)
Total income (loss) before income tax expense (benefit) and equity income (loss) by country	$	1,049	$	3,249	$	2,028	$	2,779

The following table shows the change in the carrying amount of goodwill by reportable segment for the six-month period ended June 30, 2023 (in millions):

									BHE Pipeline Group
	PacifiCorp		MidAmerican Funding		NV Energy		Northern Powergrid				BHE Transmission		BHE Renewables		HomeServices
																	Total
December 31, 2022	$	1,129	$	2,102	$	2,369	$	917	$	1,814	$	1,461	$	95	$	1,602	$	11,489
Acquisitions	—		—		—		—		—		—		—		1		1
Foreign currency translation	—		—		—		32		—		31		—		—		63
Other	—		—		—		—		—		—		—		(7)		(7)
June 30, 2023	$	1,129	$	2,102	$	2,369	$	949	$	1,814	$	1,492	$	95	$	1,596	$	11,546

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

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

BHE is a holding company that owns a highly diversified portfolio of locally managed and operated businesses principally engaged in the energy industry and is a consolidated subsidiary of Berkshire Hathaway that, as of August 3, 2023, owned 92% of BHE's voting common stock. The balance of BHE's voting common stock is privately held by a limited group of investors.

Berkshire Hathaway Energy's operations are organized as eight business segments: PacifiCorp, MidAmerican Funding (which primarily consists of MidAmerican Energy), NV Energy (which primarily consists of Nevada Power and Sierra Pacific), Northern Powergrid (which primarily consists of Northern Powergrid (Northeast) plc and Northern Powergrid (Yorkshire) plc), BHE Pipeline Group (which primarily consists of BHE GT&S, Northern Natural Gas and Kern River), BHE Transmission (which consists of BHE Canada (which primarily consists of AltaLink) and BHE U.S. Transmission), BHE Renewables and HomeServices. BHE, through these locally managed and operated businesses, owns four utility companies in the U.S. serving customers in 11 states, two electricity distribution companies in Great Britain, five interstate natural gas pipeline companies in the U.S., interests in an LNG export, import and storage facility in the U.S., an electric transmission business in Canada, interests in electric transmission businesses in the U.S., a renewable energy business primarily investing in wind, solar, geothermal and hydroelectric projects and one of the largest residential real estate brokerage firms and residential real estate brokerage franchise networks in the U.S. The reportable segment financial information includes all necessary adjustments and eliminations needed to conform to the Company's significant accounting policies. The differences between the reportable segment amounts and the consolidated amounts, described as BHE and Other, relate principally to other corporate entities, corporate functions and intersegment eliminations. Effective January 1, 2023, the Company's unregulated retail energy services business was transferred to a subsidiary of BHE Renewables. Prior period amounts, which were previously reported in BHE and Other, have been changed to reflect this activity in BHE Renewables.

31

Results of Operations for the Second Quarter and First Six Months of 2023 and 2022

Overview

Operating revenue and earnings on common shares for the Company's reportable segments are summarized as follows (in millions):

	Second Quarter								First Six Months
	2023		2022		Change				2023		2022		Change
Operating revenue:
PacifiCorp	$	1,327	$	1,314	$	13	1	%	$	2,811	$	2,611	$	200	8	%
MidAmerican Funding	759		897		(138)		(15)		1,679		1,902		(223)		(12)
NV Energy	1,119		899		220		24		2,118		1,592		526		33
Northern Powergrid	307		345		(38)		(11)		661		660		1		—
BHE Pipeline Group	818		856		(38)		(4)		1,991		1,891		100		5
BHE Transmission	192		183		9		5		397		366		31		8
BHE Renewables	437		478		(41)		(9)		830		814		16		2
HomeServices	1,296		1,672		(376)		(22)		2,171		2,879		(708)		(25)
BHE and Other	(26)		(32)		6		19		(83)		(73)		(10)		(14)
Total operating revenue	$	6,229	$	6,612	$	(383)	(6)	%	$	12,575	$	12,642	$	(67)	(1)	%
Earnings on common shares:
PacifiCorp	$	107	$	83	$	24	29	%	$	(13)	$	213	$	(226)	*
MidAmerican Funding	233		204		29		14		482		445		37		8
NV Energy	90		93		(3)		(3)		124		122		2		2
Northern Powergrid	96		71		25		35		107		182		(75)		(41)
BHE Pipeline Group	187		199		(12)		(6)		556		521		35		7
BHE Transmission	58		62		(4)		(6)		122		124		(2)		(2)
BHE Renewables(1)	206		264		(58)		(22)		285		409		(124)		(30)
HomeServices	34		84		(50)		(60)		—		105		(105)		(100)
BHE and Other	55		1,824		(1,769)		(97)		384		618		(234)		(38)
Total earnings on common shares	$	1,066	$	2,884	$	(1,818)	(63)	%	$	2,047	$	2,739	$	(692)	(25)	%

(1)Includes the tax attributes of disregarded entities that are not required to pay income taxes and the earnings of which are taxable directly to BHE.

*    Not meaningful

Earnings on common shares decreased $1,818 million for the second quarter of 2023 compared to 2022. Included in these results was a pre-tax gain in the second quarter of 2023 of $293 million ($231 million after-tax) compared to a pre-tax gain in the second quarter of 2022 of $2,557 million ($2,020 million after-tax) related to the Company's investment in BYD Company Limited ("BYD"). Excluding the impact of this item, adjusted earnings on common shares for the second quarter of 2023 was $835 million, a decrease of $29 million, or 3%, compared to adjusted earnings on common shares for the second quarter of 2022 of $864 million.

Earnings on common shares decreased $692 million for the first six months of 2023 compared to 2022. Included in these results was a pre-tax gain in the first six months of 2023 of $984 million ($777 million after-tax) compared to a pre-tax gain in the first six months of 2022 of $1,310 million ($1,035 million after-tax) related to the Company's investment in BYD. Excluding the impact of this item, adjusted earnings on common shares for the first six months of 2023 was $1,270 million, a decrease of $434 million, or 25%, compared to adjusted earnings on common shares for the first six months of 2022 of $1,704 million.

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The decreases in earnings on common shares for the second quarter and for the first six months of 2023 compared to 2022 were primarily due to the following:

•The Utilities' earnings increased $50 million for the second quarter and decreased $187 million for the first six months of 2023 compared to 2022. The changes reflected higher operations and maintenance expense, largely due to an increase in loss accruals, net of expected insurance recoveries, associated with the 2020 Wildfire for the first six months, and increased interest expense. These items were offset by favorable interest and dividend income, higher allowances for equity and borrowed funds used during construction, favorable changes in the cash surrender value of corporate-owned life insurance policies, lower depreciation and amortization expense and higher electric utility margin for the first six months. Electric retail customer volumes increased 0.1% for the first six months of 2023 compared to 2022;

•Northern Powergrid's earnings increased $25 million for the second quarter and decreased $75 million for the first six months of 2023 compared to 2022. The changes were primarily due to a deferred income tax charge of $82 million recognized in March 2023 related to the enactment of a new Energy Profits Levy income tax offset by favorable income tax expense from adjustments to the Energy Profits Levy income tax recognized in the second quarter of 2023. Units distributed declined 4.6% for the first six months of 2023 compared to 2022 due to the unfavorable impact of weather and lower customer usage;

•BHE Pipeline Group's earnings decreased $12 million for the second quarter and increased $35 million for the first six months of 2023 compared to 2022, largely due to the impact of a general rate case, with interim rates effective January 2023, subject to refund, at Northern Natural Gas, offset by higher operations and maintenance expense and favorable state unitary income tax adjustments recognized at BHE GT&S in the second quarter of 2022;

•BHE Renewables' earnings decreased $58 million for the second quarter and $124 million for the first six months of 2023 compared to 2022, primarily due to lower earnings from the retail energy services business, largely due to unfavorable changes in unrealized positions on derivative contracts caused by lower forward electricity price curves, lower natural gas and geothermal earnings due to maintenance outages, lower solar earnings from lower generation due to weather events in California and lower earnings from wind tax equity investments due to lower PTCs, partially offset by higher earnings from owned wind projects primarily due to favorable derivative contract valuations and gains on the extinguishment of debt;

•HomeServices' earnings decreased $50 million for the second quarter and $105 million for the first six months of 2023 compared to 2022, primarily due to lower earnings from brokerage, settlement and mortgage services, reflecting the impact of rising interest rates and a corresponding decline in home sales; and

•BHE and Other's earnings decreased $1,769 million for the second quarter and $234 million for the first six months of 2023 compared to 2022, mainly due to $1,789 million and $258 million, respectively, of unfavorable comparative changes in the Company's investment in BYD.

Reportable Segment Results

PacifiCorp

Operating revenue increased $13 million for the second quarter of 2023 compared to 2022, primarily due to higher retail revenue of $59 million, partially offset by lower wholesale and other revenue of $45 million, primarily from lower wholesale volumes and a decrease in wheeling revenue. Retail revenue increased primarily due to price impacts of $82 million from higher average retail rates largely due to tariff changes and product mix, partially offset by $23 million from lower volumes. Retail customer volumes decreased 2.2%, primarily due to lower customer usage, partially offset by an increase in the average number of customers.

Earnings increased $24 million for the second quarter of 2023 compared to 2022, primarily due to higher allowances for equity and borrowed funds used during construction of $27 million, a favorable income tax benefit from the effects of ratemaking of $11 million and higher PTCs recognized of $8 million, increased interest and dividend income of $19 million, favorable changes in the cash surrender value of corporate-owned life insurance policies of $6 million and higher utility margin of $2 million, partially offset by higher operations and maintenance expense of $28 million and increased interest expense of $27 million due to debt issuances in December 2022 and May 2023. Utility margin increased due to higher retail rates, lower thermal generation costs and favorable deferred net power costs, partially offset by higher purchased power costs, lower retail and wholesale volumes and lower wheeling revenue. Operations and maintenance expense was unfavorable largely due to higher wildfire mitigation and vegetation management costs and higher legal expenses, partially offset by a decrease in loss accruals, net of expected insurance recoveries, associated with the 2020 Wildfires of $15 million.

33

Operating revenue increased $200 million for the first six months of 2023 compared to 2022, primarily due to higher retail revenue of $218 million, partially offset by lower wholesale and other revenue of $17 million, primarily from lower wholesale volumes, partially offset by higher average wholesale market prices. Retail revenue increased primarily due to price impacts of $189 million from higher average retail rates largely due to tariff changes and product mix and $29 million from higher volumes. Retail customer volumes increased 0.6%, primarily due to favorable impacts of weather and an increase in the average number of customers, partially offset by lower customer usage.

Earnings decreased $226 million for the first six months of 2023 compared to 2022, primarily due to higher operations and maintenance expense of $456 million and increased interest expense of $45 million due to debt issuances in December 2022 and May 2023, partially offset by a favorable income tax benefit, higher allowances for equity and borrowed funds used during construction of $50 million, higher utility margin of $40 million, increased interest and dividend income of $31 million and favorable changes in the cash surrender value of corporate-owned life insurance policies of $9 million. Operations and maintenance expense was unfavorable primarily due to an increase in loss accruals, net of expected insurance recoveries, associated with the 2020 Wildfires of $344 million, higher wildfire mitigation and vegetation management costs, higher legal expenses and higher general and plant maintenance costs. The favorable income tax benefit was driven by valuation allowance changes on state net operating loss carryforwards, the effects of ratemaking of $12 million and higher PTCs recognized of $11 million. Utility margin increased due to higher retail rates and volumes, favorable deferred net power costs and higher average wholesale market prices, partially offset by higher purchased power and thermal generation costs and lower wholesale volumes.

MidAmerican Funding

Operating revenue decreased $138 million for the second quarter of 2023 compared to 2022, primarily due to lower natural gas operating revenue of $74 million from a lower average per-unit cost of natural gas sold resulting in lower purchased gas adjustment recoveries (fully offset in cost of sales) and lower electric operating revenue of $64 million. Electric operating revenue decreased due to lower wholesale and other revenue of $40 million and lower retail revenue of $24 million. Electric wholesale and other revenue decreased mainly due to lower average wholesale per-unit prices of $33 million and lower wholesale volumes of $6 million. Electric retail revenue decreased primarily due to lower recoveries through adjustment clauses of $27 million (fully offset in expense, primarily cost of sales), partially offset by price impacts of $3 million from changes in sales mix. Electric retail customer volumes increased 1.5%, primarily due to higher customer usage, partially offset by the unfavorable impact of weather.

Earnings increased $29 million for the second quarter of 2023 compared to 2022, primarily due to lower depreciation and amortization expense of $51 million and favorable changes in the cash surrender value of corporate-owned life insurance policies of $21 million, partially offset by an unfavorable income tax benefit primarily from lower PTCs recognized of $12 million, higher operations and maintenance expense of $16 million and lower electric utility margin of $3 million. Depreciation and amortization expense decreased primarily from the impacts of certain regulatory mechanisms, partially offset by additional assets placed in-service. Operations and maintenance expense increased mainly due to higher general and plant maintenance costs, increased administrative and other costs and unfavorable property insurance costs. Electric utility margin decreased primarily due to the lower wholesale and retail revenues, partially offset by lower thermal generation and purchased power costs.

Operating revenue decreased $223 million for the first six months of 2023 compared to 2022, primarily due to lower natural gas operating revenue of $144 million and lower electric operating revenue of $81 million. Natural gas operating revenue decreased primarily due to a lower average per-unit cost of natural gas sold resulting in lower purchased gas adjustment recoveries of $136 million (fully offset in cost of sales) and the unfavorable impact of weather of $9 million. Electric operating revenue decreased due to lower wholesale and other revenue of $73 million and lower retail revenue of $8 million. Electric wholesale and other revenue decreased mainly due to lower average wholesale per-unit prices of $46 million and lower wholesale volumes of $28 million. Electric retail revenue decreased primarily due to lower recoveries through adjustment clauses of $13 million (fully offset in expense, primarily cost of sales), partially offset by price impacts of $3 million from changes in sales mix. Electric retail customer volumes increased 1.3%, primarily due to higher customer usage, partially offset by the unfavorable impact of weather.

34

Earnings increased $37 million for the first six months of 2023 compared to 2022, primarily due to lower depreciation and amortization expense of $67 million, favorable changes in the cash surrender value of corporate-owned life insurance policies of $33 million and a one-time gain on the sale of an investment of $13 million, partially offset by higher operations and maintenance expense of $29 million, an unfavorable income tax benefit primarily from lower PTCs recognized of $13 million, lower electric utility margin of $10 million, lower natural gas utility margin of $8 million and lower allowances for equity and borrowed funds used during construction of $6 million. Depreciation and amortization expense decreased primarily from the impacts of certain regulatory mechanisms, partially offset by additional assets placed in-service. Operations and maintenance expense increased mainly due to higher general and plant maintenance costs, increased administrative and other costs and unfavorable property insurance costs. Electric utility margin decreased primarily due to lower wholesale and retail revenues, partially offset by lower thermal generation and purchased power costs. Natural gas utility margin decreased primarily due to the unfavorable impact of weather.

NV Energy

Operating revenue increased $220 million for the second quarter of 2023 compared to 2022, primarily due to higher electric operating revenue of $205 million and higher natural gas operating revenue of $15 million from a higher average per-unit cost of natural gas sold (fully offset in cost of sales). Electric operating revenue increased primarily due to higher fully bundled energy rates (fully offset in cost of sales) of $206 million and increased base tariff general rates of $19 million at Sierra Pacific, partially offset by lower customer volumes of $25 million. Electric retail customer volumes decreased 5.5%, primarily due to the unfavorable impact of weather and lower customer usage, partially offset by an increase in the average number of customers.

Earnings decreased $3 million for the second quarter of 2023 compared to 2022, primarily due to unfavorable depreciation and amortization expense of $13 million, increased interest expense of $12 million due to higher outstanding long-term debt balances, higher operations and maintenance expense of $10 million and lower electric utility margin of $1 million, partially offset by favorable interest and dividend income of $12 million, mainly from carrying charges on higher deferred energy balances, higher allowances for equity and borrowed funds used during construction of $11 million and favorable changes in the cash surrender value of corporate-owned life insurance policies of $7 million. Depreciation and amortization expense increased primarily due to additional assets placed in-service. Operations and maintenance expense increased primarily due to higher general and plant maintenance costs. Electric utility margin decreased primarily due to lower retail customer volumes largely offset by higher base tariff general rates at Sierra Pacific.

Operating revenue increased $526 million for the first six months of 2023 compared to 2022, primarily due to higher electric operating revenue of $466 million and higher natural gas operating revenue of $60 million from a higher average per-unit cost of natural gas sold (fully offset in cost of sales). Electric operating revenue increased primarily due to higher fully bundled energy rates (fully offset in cost of sales) of $435 million, increased base tariff general rates of $27 million at Sierra Pacific and favorable transmission and wholesale revenue of $7 million, partially offset by lower customer volumes of $17 million. Electric retail customer volumes decreased 1.7%, primarily due to the unfavorable impact of weather and lower customer usage, partially offset by an increase in the average number of customers.

Earnings increased $2 million for the first six months of 2023 compared to 2022, primarily due to higher electric utility margin of $30 million, favorable interest and dividend income of $28 million, mainly from carrying charges on higher deferred energy balances, higher allowances for equity and borrowed funds used during construction of $14 million and favorable changes in the cash surrender value of corporate-owned life insurance policies of $11 million, partially offset by higher operations and maintenance expense of $34 million, unfavorable depreciation and amortization expense of $26 million and increased interest expense of $24 million due to higher outstanding long-term debt balances. Electric utility margin increased primarily due to higher base tariff general rates at Sierra Pacific and higher transmission and wholesale revenue, partially offset by lower retail customer volumes. Operations and maintenance expense increased primarily due to higher general and plant maintenance costs and higher customer service operations costs. Depreciation and amortization expense increased primarily due to additional assets placed in-service.

Northern Powergrid

Operating revenue decreased $38 million for the second quarter of 2023 compared to 2022, primarily due to lower distribution revenue of $30 million and lower revenue at CE Gas of $16 million, partially offset by higher non-regulated contracting revenue of $7 million. Distribution revenue decreased primarily due to lower recoveries of Supplier of Last Resort payments of $29 million (fully offset in cost of sales). CE Gas revenue decreased due to lower gas production volumes and prices from a gas project that commenced commercial operation in March 2022, partially offset by a solar project that commenced commercial operation in July 2022.

35

Earnings increased $25 million for the second quarter of 2023 compared to 2022, primarily due to favorable income tax expense from adjustments to the Energy Profits Levy income tax and lower distribution-related operating and depreciation expenses of $12 million, partially offset by increased non-service benefit plan costs $9 million.

Operating revenue increased $1 million for the first six months of 2023 compared to 2022, primarily due to higher revenue at CE Gas of $12 million, higher distribution revenue of $11 million and higher non-regulated contracting revenue of $11 million, partially offset by $34 million from the stronger U.S. dollar. Distribution revenue increased primarily due to higher recoveries of Supplier of Last Resort payments of $12 million (fully offset in cost of sales) and higher tariff rates of $10 million. Also impacting distribution revenue was a 4.6% decline in units distributed, largely due to the unfavorable impact of weather and lower customer usage in the first quarter of 2023, of $11 million. CE Gas revenue increased from a gas project that commenced commercial operation in March 2022 and a solar project that commenced commercial operation in July 2022.

Earnings decreased $75 million for the first six months of 2023 compared to 2022, primarily due to a deferred income tax charge of $82 million recognized in March 2023 related to the enactment of a new Energy Profits Levy income tax, increased non-service benefit plan costs of $19 million and $5 million from the stronger U.S. dollar, partially offset by favorable income tax expense from adjustments to the Energy Profits Levy income tax and favorable operating performance at CE Gas of $8 million from the gas and solar projects that commenced commercial operations in 2022.

BHE Pipeline Group

Operating revenue decreased $38 million for the second quarter of 2023 compared to 2022, primarily due to lower operating revenue of $49 million at BHE GT&S, partially offset by higher operating revenue of $16 million at Northern Natural Gas. The decrease in operating revenue at BHE GT&S was primarily due to lower non-regulated revenue of $75 million (largely offset in cost of sales) due lower volumes and unfavorable commodity prices, partially offset by higher LNG revenue of $16 million at Cove Point, an increase in variable revenue related to park and loan activity of $10 million at EGTS and an increase in regulated gas transportation and storage services rates due to the settlement of EGTS' general rate case of $8 million. The increase in operating revenue at Northern Natural Gas was largely due to higher transportation revenue of $13 million from higher rates, the impacts of a general rate case, with interim rates effective January 1, 2023, subject to refund, of $9 million, partially offset by lower gas sales of $12 million (partially offset in cost of sales) from system balancing activities.

Earnings decreased $12 million for the second quarter of 2023 compared to 2022, primarily due to lower earnings of $39 million at BHE GT&S, partially offset by higher earnings of $30 million at Northern Natural Gas. The decrease at BHE GT&S was due to favorable state unitary income tax adjustments recognized in the second quarter of 2022, increased cost of gas from the unfavorable revaluation of volumes retained at EGTS due to lower natural gas prices and lower margin from non-regulated activities, partially offset by the variable revenue increase related to park and loan activity at EGTS and increased earnings at Cove Point. The increase at Northern Natural Gas was due to the impacts of the general rate case of $35 million and the higher transportation revenue, partially offset by higher operations and maintenance expense of $13 million and unfavorable margin on gas sales from system balancing activities of $10 million.

Operating revenue increased $100 million for the first six months of 2023 compared to 2022, primarily due to higher operating revenue of $87 million at Northern Natural Gas and $5 million at BHE GT&S. The increase in operating revenue at Northern Natural Gas was largely due to the impacts of a general rate case, with interim rates effective January 1, 2023, subject to refund, of $72 million and higher transportation revenue of $46 million from higher rates, partially offset by lower gas sales of $37 million (largely offset in cost of sales) from system balancing activities. The increase in operating revenue at BHE GT&S was primarily due to an increase in regulated gas transportation and storage services rates due to the settlement of EGTS' general rate case of $50 million, higher LNG revenue of $32 million at Cove Point and an increase in variable revenue related to park and loan activity of $20 million at EGTS, partially offset by lower non-regulated revenue of $97 million (largely offset in cost of sales) from lower volumes and unfavorable commodity prices.

Earnings increased $35 million for the first six months of 2023 compared to 2022, primarily due to higher earnings of $57 million at Northern Natural Gas, partially offset by lower earnings of $24 million at BHE GT&S. The increase at Northern Natural Gas was due to the impacts of the general rate case of $51 million and the higher transportation revenue, partially offset by higher operations and maintenance expense of $31 million and unfavorable margin on gas sales from system balancing activities of $11 million. The decrease at BHE GT&S was due to higher operations and maintenance expense, increased cost of gas from the unfavorable revaluation of volumes retained at EGTS due to lower natural gas prices, favorable state unitary income tax adjustments recognized in the second quarter of 2022 and lower margin from non-regulated activities, partially offset by the favorable rate case settlement at EGTS in 2022, the variable revenue increase related to park and loan activity at EGTS, increased earnings at Cove Point and higher equity earnings at Iroquois Gas Transmission System.

36

BHE Transmission

Operating revenue increased $9 million for the second quarter of 2023 compared to 2022, primarily due to $16 million of incremental revenue from non-regulated wind-powered generating facilities acquired in November 2022, partially offset by $9 million from the stronger U.S. dollar.

Earnings decreased $4 million for the second quarter of 2023 compared to 2022, primarily due to $2 million of losses from non-regulated wind-powered generating facilities acquired in November 2022 and $2 million from the stronger U.S. dollar.

Operating revenue increased $31 million for the first six months of 2023 compared to 2022, primarily due to $42 million of incremental revenue from non-regulated wind-powered generating facilities acquired in November 2022 and higher other non-regulated revenue at BHE Canada, partially offset by $21 million from the stronger U.S. dollar.

Earnings decreased $2 million for the first six months of 2023 compared to 2022, primarily due to $5 million from the stronger U.S. dollar, partially offset by $3 million of incremental earnings from non-regulated wind-powered generating facilities acquired in November 2022.

BHE Renewables

Operating revenue decreased $41 million for the second quarter of 2023 compared to 2022, primarily due to lower natural gas and electric retail energy services revenues of $22 million, mainly from unfavorable natural gas pricing, lower solar revenues of $15 million, mainly from lower generation due to weather events in California, and lower natural gas and geothermal revenues of $8 million, largely due to maintenance outages and unfavorable pricing. These items were partially offset by higher wind revenues of $7 million, which increased primarily due to favorable changes in the valuations of certain derivatives contracts offset by lower generation of $21 million.

Earnings decreased $58 million for the second quarter of 2023 compared to 2022, primarily due to lower earnings of $19 million from the retail energy services business, largely due to unfavorable changes in unrealized positions on derivative contracts caused by lower forward electricity price curves, lower natural gas and geothermal earnings of $16 million, primarily due to maintenance outages, lower wind earnings of $11 million and lower solar earnings of $10 million from the lower generation. Wind earnings decreased due to lower earnings from tax equity investments of $46 million due to lower PTCs, partially offset by higher earnings from owned projects of $35 million. Earnings from owned projects were higher primarily due to the favorable derivative contract valuations and from gains on the extinguishment of debt, partially offset by a decrease in operating revenue from lower generation.

Operating revenue increased $16 million for the first six months of 2023 compared to 2022, primarily due to higher wind revenues of $67 million, partially offset by lower solar revenues of $35 million, mainly from lower generation due to weather events in California, and lower natural gas and geothermal revenues of $8 million, mainly due to maintenance outages and unfavorable pricing. Wind revenues increased primarily due to favorable changes in the valuations of certain derivatives contracts offset by lower generation of $16 million.

Earnings decreased $124 million for the first six months of 2023 compared to 2022, primarily due to lower earnings of $98 million from the retail energy services business, largely due to unfavorable changes in unrealized positions on derivative contracts caused by lower forward electricity price curves, lower natural gas and geothermal earnings of $56 million, primarily due to maintenance outages, and lower solar earnings of $28 million from the lower generation. These items were partially offset by higher wind earnings of $62 million due to increased earnings from owned projects of $80 million, partially offset by lower earnings from tax equity investments of $18 million due to lower PTCs. Earnings from owned projects were higher primarily due to the favorable derivative contract valuations and from gains on the extinguishment of debt, partially offset by a decrease in operating revenue from lower generation.

HomeServices

Operating revenue decreased $376 million for the second quarter of 2023 compared to 2022, primarily due to lower brokerage and settlement services revenue of $344 million and lower mortgage revenue of $31 million. The decrease in brokerage and settlement services revenue resulted from a 24% decrease in closed transaction volume due to rising interest rates and a corresponding decline in home sales. The lower mortgage revenue was due to a 35% decrease in funded volume, primarily due to rising interest rates.

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Earnings decreased $50 million for the second quarter of 2023 compared to 2022, primarily due to lower earnings from brokerage and settlement services of $40 million and mortgage services of $9 million. Earnings declined due to the decrease in closed transaction and mortgage funded volumes, partially offset by favorable operating expenses primarily due to lower compensation costs.

Operating revenue decreased $708 million for the first six months of 2023 compared to 2022, primarily due to lower brokerage and settlement services revenue of $637 million and lower mortgage revenue of $65 million. The decrease in brokerage and settlement services revenue resulted from a 26% decrease in closed transaction volume due to rising interest rates and a corresponding decline in home sales. The lower mortgage revenue was due to a 38% decrease in funded volume, primarily due to rising interest rates.

Earnings decreased $105 million for the first six months of 2023 compared to 2022, primarily due to lower earnings from brokerage and settlement services of $77 million and mortgage services of $21 million. Earnings declined due to the decrease in closed transaction and mortgage funded volumes, partially offset by favorable operating expenses primarily due to lower compensation costs.

BHE and Other

Operating revenue increased $6 million for the second quarter of 2023 and decreased $10 million for the first six months of 2023 compared to 2022, due to changes in intersegment eliminations.

Earnings decreased $1,769 million for the second quarter of 2023 compared to 2022, primarily due to the $1,789 million unfavorable comparative change related to the Company's investment in BYD, $29 million of lower federal income tax credits recognized on a consolidated basis and higher BHE corporate interest expense from an April 2022 debt issuance. These items were partially offset by higher net interest and dividend income of $49 million related to the Company's investment in BYD, favorable changes in the cash surrender value of corporate-owned life insurance policies of $24 million and $4 million of lower dividends on BHE's 4.00% Perpetual Preferred Stock issued to certain insurance subsidiaries of Berkshire Hathaway.

Earnings decreased $234 million for the first six months of 2023 compared to 2022, primarily due to the $258 million unfavorable comparative change related to the Company's investment in BYD, $46 million of lower federal income tax credits recognized on a consolidated basis and higher BHE corporate interest expense from an April 2022 debt issuance. These items were partially offset by higher net interest and dividend income of $75 million related to the Company's investment in BYD, favorable changes in the cash surrender value of corporate-owned life insurance policies of $38 million and $12 million of lower dividends on BHE's 4.00% Perpetual Preferred Stock issued to certain insurance subsidiaries of Berkshire Hathaway.

Liquidity and Capital Resources

Each of BHE's direct and indirect subsidiaries is organized as a legal entity separate and apart from BHE and its other subsidiaries. It should not be assumed that the assets of any subsidiary will be available to satisfy BHE's obligations or the obligations of its other subsidiaries. However, unrestricted cash or other assets that are available for distribution may, subject to applicable law, regulatory commitments and the terms of financing and ring-fencing arrangements for such parties, be advanced, loaned, paid as dividends or otherwise distributed or contributed to BHE or affiliates thereof. The Company's long-term debt may include provisions that allow BHE or its subsidiaries to redeem such debt in whole or in part at any time. These provisions generally include make-whole premiums. Refer to Note 18 of Notes to Consolidated Financial Statements in Item 8 of the Company's Annual Report on Form 10-K for the year ended December 31, 2022 for further discussion regarding the limitation of distributions from BHE's subsidiaries.

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As of June 30, 2023, the Company's total net liquidity was as follows (in millions):

															BHE Pipeline
					MidAmerican		NV		Northern		BHE				Group and
	BHE		PacifiCorp		Funding		Energy		Powergrid		Canada		HomeServices		Other		Total
Cash and cash equivalents	$	112	$	586	$	454	$	81	$	26	$	74	$	271	$	625	$	2,229
Credit facilities(1)	3,500		2,000		1,509		1,000		341		812		2,230		—		11,392
Less:
Short-term debt	(1,245)		—		—		—		(104)		(111)		(783)		—		(2,243)
Tax-exempt bond support and letters of credit	—		(249)		(306)		—		—		(1)		—		—		(556)
Net credit facilities	2,255		1,751		1,203		1,000		237		700		1,447		—		8,593
Total net liquidity	$	2,367	$	2,337	$	1,657	$	1,081	$	263	$	774	$	1,718	$	625	$	10,822
Credit facilities:
Maturity dates	2026		2026		2024, 2026		2026		2025		2024, 2026, 2027		2023, 2024, 2026

(1)Includes $87 million drawn on capital expenditure and other uncommitted credit facilities at Northern Powergrid.

Operating Activities

Net cash flows from operating activities for the six-month periods ended June 30, 2023 and 2022, were $3.7 billion and $5.1 billion, respectively. The decrease was primarily due to unfavorable operating results, the timing of payments related to fuel and energy costs, changes in working capital and a decrease in income tax receipts.

The timing of the Company's income tax cash flows from period to period can be significantly affected by the estimated federal income tax payment methods selected and assumptions made for each payment date.

Investing Activities

Net cash flows from investing activities for the six-month periods ended June 30, 2023 and 2022, were $(3.7) billion and $(3.5) billion, respectively. The change was primarily due to higher purchases, net of proceeds from sales and maturities, of U.S. Treasury Bills totaling $1.3 billion and higher capital expenditures of $643 million, partially offset by higher proceeds from sales, net of purchases, of marketable securities of $1.7 billion. Refer to "Future Uses of Cash" for a discussion of capital expenditures.

Financing Activities

Net cash flows from financing activities for the six-month period ended June 30, 2023, was $625 million. Sources of cash totaled $2.3 billion and consisted of proceeds from subsidiary debt issuances totaling $1.2 billion and net proceeds from short-term debt totaling $1.1 billion. Uses of cash totaled $1.7 billion and consisted mainly of repayments of subsidiary debt totaling $959 million, repayments of BHE senior debt totaling $400 million and distributions to noncontrolling interests of $269 million.

For a discussion of recent financing transactions, refer to Note 6 of Notes to Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.

Net cash flows from financing activities for the six-month period ended June 30, 2022, was $(605) million. Sources of cash totaled $2.2 billion and consisted of proceeds from subsidiary debt issuances totaling $1.2 billion and proceeds from BHE senior debt issuances totaling $987 million. Uses of cash totaled $2.8 billion and consisted mainly of purchases of common stock totaling $870 million, preferred stock redemptions of $800 million, repayments of subsidiary debt totaling $542 million, distributions to noncontrolling interests of $246 million and net repayments of short-term debt totaling $54 million.

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Future Uses of Cash

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

Capital Expenditures

The Company has significant future capital requirements. Capital expenditure needs are reviewed regularly by management and may change significantly as a result of these reviews, which may consider, among other factors, impacts to customer rates; changes in environmental and other rules and regulations; outcomes of regulatory proceedings; changes in income tax laws; general business conditions; load projections; system reliability standards; the cost and efficiency of construction labor, equipment and materials; commodity prices; and the cost and availability of capital.

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

	Six-Month Periods				Annual
	Ended June 30,				Forecast
	2022		2023		2023
Capital expenditures by business:
PacifiCorp	$	894	$	1,529	$	3,594
MidAmerican Funding	862		763		2,147
NV Energy	541		889		1,794
Northern Powergrid	450		249		556
BHE Pipeline Group	457		406		1,364
BHE Transmission	95		86		200
BHE Renewables	61		59		302
HomeServices	20		19		39
BHE and Other(1)	2		25		26
Total	$	3,382	$	4,025	$	10,022

Capital expenditures by type:
Wind generation	$	304	$	615	$	1,791
Electric distribution	805		1,045		2,221
Electric transmission	628		749		2,013
Natural gas transmission and storage	335		304		1,021
Solar generation	261		251		444
Electric battery and pumped hydro storage	3		45		257
Other	1,046		1,016		2,275
Total	$	3,382	$	4,025	$	10,022

(1)BHE and Other represents amounts related principally to other entities corporate functions and intersegment eliminations.

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

•Wind generation includes both growth and operating expenditures. Growth expenditures include spending for the following:

◦Construction of wind-powered generating facilities at MidAmerican Energy totaling $200 million and $5 million for the six-month periods ended June 30, 2023 and 2022, respectively. The timing and amount of forecast wind generation capital expenditures may be substantially impacted by the ultimate outcome of MidAmerican Energy's Wind PRIME filing. Planned spending for the construction of additional wind-powered generating facilities totals $544 million for the remainder of 2023.

◦Repowering of wind-powered generating facilities at MidAmerican Energy totaling $19 million and $214 million for the six-month periods ended June 30, 2023 and 2022, respectively. Planned spending for the repowering of wind-powered generating facilities totals $46 million for the remainder of 2023. MidAmerican Energy expects its repowered facilities to meet Internal Revenue Service guidelines for the re-establishment of PTCs for 10 years from the date the facilities are placed in-service.

◦Construction of new wind-powered generating facilities and construction at existing wind-powered generating facility sites acquired from third parties at PacifiCorp totaling $366 million and $11 million for the six-month periods ended June 30, 2023 and 2022, respectively. Planned spending for the construction of additional wind-powered generating facilities and those at acquired sites totals $444 million for the remainder of 2023 and is primarily for the Rock Creek I and Rock Creek II projects to be constructed in Wyoming totaling 590 MWs that are expected to be placed in-service in 2024 and 2025.

◦Repowering of wind-powered generating facilities at BHE Renewables totaling $45 million for the six-month period ended June 30, 2022. Planned spending for the repower of wind-powered facilities totals $50 million for the remainder of 2023.

•Electric distribution includes both growth and operating expenditures. Growth expenditures include spending for new customer connections and enhancements to existing customer connections. Operating expenditures include spending for ongoing distribution systems infrastructure enhancements at the Utilities and Northern Powergrid, wildfire mitigation, storm damage restoration and repairs and investments in routine expenditures for distribution needed to serve existing and expected demand.

•Electric transmission includes both growth and operating expenditures. Growth expenditures include spending for the following:

◦PacifiCorp's transmission investments primarily reflect costs associated with Energy Gateway Transmission segments that are expected to be placed in-service in 2024 through 2028. Expenditures for these projects totaled $313 million and $297 million for the six-month periods ended June 30, 2023 and 2022, respectively. Planned spending for these Energy Gateway Transmission segments totals $667 million for the remainder of 2023.

◦Nevada Utilities' Greenlink Nevada transmission expansion program. The Nevada Utilities have received approval from the PUCN to build a 350-mile, 525-kV transmission line connecting the Ft. Churchill substation to the Northwest substation to the Harry Allen substation; a 235-mile, 525-kV transmission line connecting the new Ft. Churchill substation to the Robinson Summit substation; a 46-mile, 345-kV transmission line from the new Ft. Churchill substation to the Mira Loma substation; and a 38-mile, 345-kV transmission line from the new Ft. Churchill substation to the Robinson Summit substation. Expenditures for the expansion program and other growth projects totaled $113 million and $60 million for the six-month periods ended June 30, 2023 and 2022, respectively. Planned spending for the expansion program estimated to be placed in-service in 2026 through 2028 and other growth projects totals $94 million for the remainder of 2023.

◦Operating expenditures include spending for system reinforcement, upgrades and replacements of facilities to maintain system reliability and investments in routine expenditures for transmission needed to serve existing and expected demand.

•Natural gas transmission and storage includes both growth and operating expenditures. Growth expenditures include, among other items, spending for asset modernization and the Northern Natural Gas Twin Cities Area Expansion and Spraberry Compression projects. Operating expenditures include, among other items, spending for pipeline integrity projects, automation and controls upgrades, corrosion control, unit exchanges, compressor modifications, projects related to Pipeline and Hazardous Materials Safety Administration natural gas storage rules and natural gas transmission, storage and LNG terminalling infrastructure needs to serve existing and expected demand.

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•Solar generation includes growth expenditures, including spending for the following:

◦Construction of solar-powered generating facilities at PacifiCorp totaling 377 MWs of new generation and are expected to be placed in-service in 2026. Planned spending totals $12 million for the remainder of 2023.

◦Construction and operation of solar-powered generating facilities at MidAmerican Energy, primarily consisting of 141 MWs of small- and utility-scale solar generation, all of which were placed in-service in 2022. For the six-month periods ended June 30, 2023 and 2022, solar generation spending totaled $10 million and $77 million, respectively. Planned spending totals $14 million for the remainder of 2023.

◦Construction of a solar-powered generating facility at Nevada Power totaling $156 million and $23 million for the six-month periods ended June 30, 2023 and 2022, respectively. Planned spending totals $50 million for the remainder of 2023. Construction includes expenditures for a 150-MW solar photovoltaic facility with an additional 100 MWs of co-located battery storage that will be developed in Clark County, Nevada. Commercial operation is expected by the end of 2023 or early 2024.

◦Construction of a solar-powered generating facility at BHE Renewables totaling $2 million for the six-month period ended June 30, 2023. Planned spending totals $56 million for the remainder of 2023. Construction includes expenditures for a 48-MW solar photovoltaic facility with an additional 48 MWs of co-located battery storage that will be developed in Rosamond, California. Commercial operations is expected by the end of 2024.

•Electric battery and pumped hydro storage includes growth expenditures, including spending for the following:

◦Construction at the Nevada Utilities of a 100-MW battery energy storage system co-located with a 150-MW solar photovoltaic facility that will be developed in Clark County, Nevada and a 220-MW grid-tied battery energy storage system that will be developed on the site of the retired Reid Gardner generating station in Clark County, Nevada, both with commercial operation expected by the end of 2023 or early 2024. Also, a 200-MW battery energy storage system that will be developed on the site of the Valmy generating station in Humboldt County, Nevada with commercial operation expected by the end of 2025. Total spending for the six-month period ended June 30, 2023, was $43 million with planned spending of $200 million for the remainder of 2023.

•Other includes both growth and operating expenditures, including spending for routine expenditures for generation and other infrastructure needed to serve existing and expected demand, natural gas distribution, technology, and environmental spending relating to emissions control equipment and the management of coal combustion residuals.

Cove Point Acquisition

On July 9, 2023, BHE and Eastern MLP Holding Company II, LLC ("the Buyer"), an indirect wholly owned subsidiary of BHE, entered into a Purchase and Sale Agreement (the "Purchase Agreement") with Dominion Energy, Inc. ("DEI") and DECP Holdings, Inc. (the "Seller"), an indirect wholly owned subsidiary of DEI, to purchase (the "Transaction") Seller's 50% limited partner interests in Cove Point LNG, LP ("Cove Point") for a cash purchase price of $3.3 billion, plus the pro rata portion of any quarterly distribution made by Cove Point for the fiscal quarter in which the Transaction closes. BHE expects to fund the purchase price with cash on hand, including cash realized from the liquidation of certain investments. Upon the completion of the Transaction, the Buyer will own an aggregate of 75% of the limited partner interests, and its affiliate, Cove Point GP Holding Company, LLC, will continue to own 100% of the general partner interest, of Cove Point. Subject to certain closing conditions, the Transaction is expected to close by year-end 2023.

Material Cash Requirements

As of June 30, 2023, there have been no material changes in cash requirements from the information provided in Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2022, other than those disclosed in Note 11 of the Notes to Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.

Regulatory Matters

BHE's regulated subsidiaries and certain affiliates are subject to comprehensive regulation. The discussion below contains material developments to those matters disclosed in Item 1 of each Registrant's Annual Report on Form 10-K for the year ended December 31, 2022, and new regulatory matters occurring in 2023.

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PacifiCorp

Utah

In May 2023, PacifiCorp filed its energy balancing account application to recover deferred net power costs from 2022. The filing requested a rate increase of $98 million, or 4.6%, effective on an interim basis July 1, 2023.

Oregon

In July 2022, PacifiCorp filed an application requesting approval of an automatic adjustment clause with a balancing account to recover costs associated with implementing PacifiCorp's wildfire protection plan in Oregon. Per formal rulemaking at the OPUC, the wildfire protection plan was changed to be known as the wildfire mitigation plan, resulting in the requested automatic adjustment clause being referred to as the Wildfire Mitigation Plan Automatic Adjustment Clause ("WMP AAC"). In December 2022, a stipulation with certain parties was filed agreeing to the establishment of an automatic adjustment clause. In May 2023, the OPUC approved the stipulation, which resulted in an overall annual increase of $20 million, or 1.6%, effective May 24, 2023 for estimated 2022 incremental operation and maintenance costs in excess of those reflected in base rates as a result of the last general rate case. In June 2023, PacifiCorp filed its WMP AAC to recover remaining 2022 deferred operations and maintenance costs, projected incremental 2023 operations and maintenance costs and capital costs incremental to amounts previously included in general rate case filings. The filing requested a rate increase of $27 million over the existing amount approved in May 2023, to become effective November 5, 2023. When combined with the previously approved increase, the rate schedule would be set to recover $47 million.

In April 2023, PacifiCorp filed its transition adjustment mechanism requesting approval to update net power costs for 2024. The filing requested a rate increase of $164 million, or 9.5%, to become effective January 1, 2024.

Wyoming

In March 2023, PacifiCorp filed a general rate case requesting a rate increase of $140 million, or 21.6%, to become effective January 1, 2024. The requested rate increase includes recovery of increases in net power costs and new major capital investments in transmission and wind-powered generating facilities.

In April 2023, PacifiCorp filed its energy cost adjustment and renewable energy credit and sulfur dioxide revenue credit mechanisms to recover deferred net power costs from 2022. The combined filing requested a rate increase of $49 million, or 7.4%, to become effective on an interim basis July 1, 2023.

Washington

In March 2023, PacifiCorp filed a general rate case requesting a two-year rate plan with a rate increase of $27 million, or 6.6%, to become effective March 1, 2024, and a second rate increase of $28 million, or 6.5%, to become effective March 1, 2025. The requested rate increase includes recovery of increases in net power costs and new major capital investments in transmission and wind-powered generating facilities.

In June 2023, PacifiCorp filed its power cost adjustment mechanism to recover deferred net power costs from 2022. The filing requested recovery of over $71 million, which PacifiCorp proposed to recover over a two-year period with interest, resulting in a rate increase of $37 million, or 9.5%, to become effective January 1, 2024.

Idaho

In October 2022, PacifiCorp filed an application for authority to implement the residential rate modernization plan. The plan proposes a five-year transition to increase the monthly customer service charge from $8.00 to $29.25 per month with a corresponding reduction to the energy rate, eliminates the tiered rates, and adjusts the on-peak off-peak period for time-of-day customers. In response to concerns about the combined impact of the proposed changes, PacifiCorp proposed a modification to, rather than elimination of, the tiered rates. In May 2023, the Idaho Public Utilities Commission issued an order approving PacifiCorp's request to increase the customer service charge over five years, to adjust peak periods for time-of-day customers, and to modify the tiered rate structure. The changes to the residential rates became effective June 1, 2023.

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California

In May 2022, PacifiCorp filed a general rate case requesting an overall rate change of $28 million, or 25.7%, to become effective January 1, 2023. In November 2022, the CPUC granted the requested rate effective date and directed PacifiCorp to establish a memorandum account to track the change in rates beginning January 1, 2023, until the new rates become effective upon the issuance of a decision in late 2023. PacifiCorp filed rebuttal testimony in February 2023 with a slight adjustment of an overall rate increase of $27 million, or 25.0%. Also in February 2023, the CPUC issued a ruling requesting additional information on PacifiCorp's wildfire and risk analyses and requested additional information regarding wildfire memorandum accounts. In March 2023, the CPUC split the general rate case into two tracks. The first track addresses the general rate case with an expected decision from the CPUC in late 2023, and the second track addresses the wildfire memorandum accounts with a decision expected in the second quarter of 2024.

Deferral Accounting Treatment for Wildfire Liability

In June 2023, PacifiCorp filed deferral applications with its state commissions in all six states to track the costs associated with third-party liability from litigation due to the 2020 Wildfires. The deferred accounting applications enable PacifiCorp to preserve its ability to seek recovery in the future in the event the outcome could potentially impact its financial stability. The applications state that PacifiCorp is not seeking recovery of these costs from customers at this time and does not expect to determine if it will seek recovery until the appeals process has concluded.

MidAmerican Energy

Iowa Gas

In June 2023, MidAmerican Energy filed a request with the IUB for an increase in its Iowa retail natural gas rates, which would increase revenue by $39 million annually. If approved, the requested rates would increase retail customer's bills by an average of 6.1%. Interim rates of $31 million annually, or an average increase to customer's bills of 4.8%, were effective in June 2023.

South Dakota

In May 2022, MidAmerican Energy filed a request with the South Dakota Public Utilities Commission ("SDPUC") for a $7 million, or 6.4%, annual increase in South Dakota retail natural gas rates. In March 2023, MidAmerican Energy filed a settlement agreement between all parties allowing a total increase of $6 million, or 5.5%, annual increase in South Dakota retail natural gas rates, upon completion of the capital investment phase-in adjustment clause. On March 31, 2023, the SDPUC issued an order approving the settlement agreement with final rates effective April 1, 2023.

Wind PRIME

In January 2022, MidAmerican Energy filed an application with the IUB for advance ratemaking principles for Wind PRIME. If approved, MidAmerican Energy expects to proceed with Wind PRIME, which consists of up to 2,042 MWs of new wind generation and up to 50 MWs of solar generation. If all Wind PRIME generation is constructed, MidAmerican Energy will own over 9,300 MWs of wind generation and nearly 200 MWs of solar generation. Wind PRIME is projected to allow MidAmerican Energy to generate renewable energy greater than or equal to all of its Iowa retail customers' annual energy needs. MidAmerican Energy expects to be eligible for 100% PTCs under current tax law for the Wind PRIME projects. In December 2022, MidAmerican Energy, the Iowa Office of Consumer Advocate and the Iowa Business Energy Coalition filed a non-unanimous settlement with the IUB that included a rate of return of 11.0%. The settlement would benefit customers by providing an immediate rate decrease through lower retail fuel costs and future rate increase mitigation through accelerated depreciation of generation assets. On April 27, 2023, the IUB issued its final order regarding the application and found that MidAmerican Energy met the statutory requisites for a grant of advance ratemaking principles and granted the application, but rejected the settlement and proposed its own principles for the project. MidAmerican Energy reviewed the order and filed a motion for reconsideration or rehearing on May 17, 2023. On June 15, 2023, the IUB granted the motion for reconsideration and rehearing. On July 14, 2023 the IUB issued a new procedural schedule with rehearing set to begin on October 10, 2023. MidAmerican Energy expects the IUB to issue an order on the request for reconsideration and rehearing by the end of 2023.

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Iowa Transmission Legislation

In June 2020, Iowa enacted legislation that grants incumbent electric transmission owners the right to construct, own and maintain electric transmission lines that have been approved for construction in a federally registered planning authority's transmission plan and that connect to the incumbent electric transmission owner's facility. Also known as the Right of First Refusal, the law provides MidAmerican Energy, as an incumbent electric transmission owner, the legal right to construct, own and maintain transmission lines in MidAmerican Energy's service territory that have been approved by the MISO (or another federally registered planning authority) and are eligible to receive regional cost allocation. To exercise the legal right, MidAmerican Energy must notify the IUB within 90 days of any such approval for the construction of eligible electric transmission lines that it intends to construct, own and maintain. The law still requires an incumbent electric transmission owner to obtain a state franchise from the IUB to construct, erect, maintain or operate an electric transmission line and, upon issuance of a franchise, the incumbent electric transmission owner must provide the IUB an estimate of the cost to construct the eligible electric transmission line and, until the construction is complete, a quarterly report updating the estimated cost to construct the eligible electric transmission line. In October 2020, national transmission interests filed a lawsuit that challenged the law on state constitutional grounds. The suit argues that the law was enacted in violation of the "single-subject" provision of Iowa's state constitution because it was "log-rolled" into a late session appropriations bill and violates the equal protection provision of the Iowa constitution. The State of Iowa defended the law, and MidAmerican Energy and ITC Midwest both intervened and defended the law as well. The Iowa district court dismissed the lawsuit in March 2021 for lack of standing, and the national transmission interests appealed. In June 2022, the Iowa Court of Appeals upheld the district court's decision, after which the national transmission interests asked the Iowa Supreme Court to reconsider. In November 2022, the Iowa Supreme Court granted the motion to reconsider. On March 24, 2023, the Iowa Supreme Court issued an opinion that reversed the lower courts, held the national transmission interests had standing, and remanded the case to the district court to consider the state constitutional claims on their merits. The opinion also imposed a temporary injunction that stayed enforcement of the law pending a decision on the merits. On April 7, 2023, the State of Iowa, acting individually, and MidAmerican Energy and ITC Midwest, acting jointly, filed petitions for rehearing with the Iowa Supreme Court. On April 19, 2023, the national transmission interests filed a reply that (1) expressed its opposition to the petitions for rehearing, (2) asked the Iowa Supreme Court to hold that the injunction specifically applied to and precluded advancement of MidAmerican Energy's Long Range Transmission Projects ("LRTP") Tranche 1 projects, and (3) asked the Iowa Supreme Court to retain the matter and rule on the constitutional claims on the merits without further briefing or argument. On April 26, 2023, the Iowa Supreme Court issued an order that denied the petitions for rehearing without comment and made minor, non-substantive changes to the decision, with no changes to the injunction. On May 30, 2023, the Iowa Supreme Court remanded the case to the district court for further proceedings on the merits, where the national transmission interests have filed a motion for summary judgment. The State of Iowa, MidAmerican Energy and ITC Midwest are collaborating on a resistance to the motion and the State of Iowa is preparing a cross motion for summary judgment. A hearing on the motions for summary judgment is scheduled for September 29, 2023, with defendants' resisting documents due on August 4, 2023, plaintiffs' documents due on September 8, 2023, and reply documents due on September 18, 2023. To this point, MISO has taken no action to reverse or disrupt its approval of MidAmerican Energy's LRTP Tranche 1 projects. This matter only potentially affects the manner in which MidAmerican Energy would secure the right to construct transmission lines that are eligible for regional cost allocation and are otherwise subject to competitive bidding under the MISO tariff; it does not negatively affect or implicate MidAmerican Energy's ongoing rights to construct any other transmission lines, including lines required to serve new or expanded retail load, connect new generators or meet reliability criteria.

NV Energy (Nevada Power and Sierra Pacific)

Merger Application

In March 2022, the Nevada Utilities filed a joint application with the PUCN for authorization to merge Sierra Pacific with and into Nevada Power, with Nevada Power being the surviving entity. If approved by the PUCN as filed, Nevada Power will have two distinct electric service territories in northern and southern Nevada each with their own rates and one natural gas service territory in the Reno and Sparks area. In October 2022, all parties to the proceedings relating to the joint application entered into a Stipulation to delay the procedural schedule. The Nevada Utilities made a supplemental filing on December 30, 2022. In March 2023, the proceedings relating to the joint application were postponed to May 2023. In April 2023, the Nevada Utilities filed a notice with the PUCN requesting to withdraw the joint application to merge into a single corporate entity and vacate the current procedural schedule, and executed a termination of the related merger agreement. In May 2023, the PUCN issued an order vacating the procedural schedules and hearing.

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Transportation Electrification Plan ("TEP")

In September 2022, the Nevada Utilities filed an amendment to the 2021 Joint IRP for the approval of a Distributed Resource Plan amendment to implement the state's first TEP pursuant to Section 51 of SB 448 and approve proposed tariffs and schedules to implement the TEP. The 2022 TEP outlines programs, investments and incentives to accelerate transportation electrification across Nevada. The Nevada Utilities proposed a budget of $348 million, which represents the maximum cost over the depreciable life of the TEP's programs and assets, to deploy the TEP in 2023 through 2024. In March 2023, the PUCN issued an order approving certain programs in the TEP, authorizing a lower program budget of $70 million and ordering specific caps on the program management and contingency budget amounts. The unapproved programs have been deferred for approval in future TEP filings. The PUCN also granted regulatory asset treatment of the approved program costs. In April 2023, interveners filed a petition for reconsideration of the PUCN's March 2023 Order. In May 2023, the PUCN granted in part and denied in part the petition for reconsideration and affirmed the March 2023 Order.

Deferred Energy Accounting Adjustment ("DEAA") Rate

In May 2023, the Nevada Utilities filed an application with the PUCN for approval to adjust the DEAA rates in excess of the maximum allowable adjustment to provide a discounted rate to customers effective July 1, 2023. In June 2023, the Nevada Utilities filed a stipulation signed by interveners that resolved all matters in the dockets opened for the application. In June 2023, the PUCN accepted the stipulation and granted the application as modified. The rate reduction for customers was effective July 1, 2023.

Regulatory Rate Review

In June 2023, Nevada Power filed a regulatory rate review with the PUCN that requested an annual revenue increase of $93 million, or 3.3%. In addition, a filing was made to revise depreciation rates based on a study, the results of which are reflected in the proposed revenue requirements. An order is expected by the end of 2023 and, if approved, would be effective January 1, 2024.

Northern Powergrid Distribution Companies

Ofgem has completed the price control review that resulted in a new price control effective April 1, 2023. The license modifications that give effect to the price control were published by Ofgem on February 3, 2023, and were subject to appeal to the Competition and Markets Authority ("CMA") if an appeal was filed by March 3, 2023. On March 2, 2023, Northern Powergrid sought permission from the CMA to appeal against the license modifications that give effect to the RIIO-ED2 price control. The appeal relates to two specific areas:

•Ofgem's misallocation of allowances that is inconsistent with efficient costs; and

•Ofgem's approach to determine rewards for the Business Plan Incentive.

The permission for the appeal was granted by the CMA and the appeal is expected to conclude in the third quarter of 2023 in accordance with the timetable required of the CMA. The outcome of this appeal may increase the revenue available to the Company if the CMA amends the price control determination.

BHE Pipeline Group

BHE GT&S

In September 2021, EGTS filed a general rate case for its FERC-jurisdictional services, with proposed rates to be effective November 1, 2021. EGTS proposed an annual cost-of-service of approximately $1.1 billion, and requested increases in various rates, including general system storage rates by 85% and general system transmission rates by 60%. In October 2021, the FERC issued an order that accepted the November 1, 2021, effective date for certain changes in rates, while suspending the other changes for five months following the proposed effective date, until April 1, 2022, subject to refund. In September 2022, a settlement agreement was filed with the FERC, which provided for increased service rates and decreased depreciation rates. Under the terms of the settlement agreement, EGTS' rates result in an increase to annual firm transmission and storage services revenues of approximately $160 million and a decrease in annual depreciation expense of approximately $30 million, compared to the rates in effect prior to April 1, 2022. EGTS' provision for rate refund for April 2022 through February 2023, including accrued interest, totaled $91 million. In November 2022, the FERC approved the settlement agreement and the rate refunds to customers were processed in late February 2023.

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Northern Natural Gas

In July 2022, Northern Natural Gas filed a general rate case that proposed an overall annual cost-of-service of $1.3 billion. This is an increase of $323 million above the cost of service filed in its 2019 rate case of $1.0 billion. Depreciation on increased rate base and an increase in depreciation and negative salvage rates account for $115 million of the $323 million increase in the filed cost of service. Northern Natural Gas has requested increases in various rates, including transportation and storage reservation rates. In January 2023, the FERC approved Northern Natural Gas filing to implement its interim rates effective January 1, 2023, subject to refund and the outcome of hearing procedures. In June 2023, a settlement agreement was filed with the FERC resolving all pending issues in the rate case and providing for increased service rates and increased depreciation rates for onshore transmission plant from 2.30% to 2.49%. Market Area transportation reservation rates increased 32.5% and storage reservation rates increased 13.0% from the rates that were in effect in 2022. The settlement also provides for a Section 4 and Section 5 rate action moratorium through June 30, 2024, subject to certain exceptions. The settlement rates were implemented May 1, 2023, and the Company's provision for rate refunds for January 2023 through April 2023 totaled $88 million. FERC approval of the settlement is expected before the end of 2023.

BHE Transmission

AltaLink

2024-2025 General Tariff Application

In April 2023, AltaLink filed its 2024-2025 GTA with the AUC with total transmission tariffs of C$902.3 million and C$908.6 million for 2024 and 2025, respectively, which extends AltaLink's previous five-year commitment to maintain its tariff at or below C$904 million from 2019 to 2023 for another year. The application also requests the approval to reinstate C$98.9 million cost of removal to rate base which was not previously approved, based on additional information filed.

In July 2023, AltaLink requested the AUC to suspend the schedule for its 2024-2025 GTA until August 31, 2023. AltaLink requires the schedule delay to amend its application. The amendment is in response to the unprecedented wildfire events that AltaLink experienced in Alberta, Canada in May and June 2023. The AUC accepted AltaLink's request to refile its application on August 31, 2023, and directed AltaLink to limit its application updates to its Wildfire Mitigation Plan and related wildfire references. AltaLink plans to file an application with the AUC later this year to recover all costs incurred as a result of the recent wildfire events.

Generic Cost of Capital Proceeding

In January 2022, the AUC initiated the generic cost of capital proceeding. The proceeding will be conducted in two stages. The first stage will determine the cost of capital parameters for 2023 and the second stage will consider returning to a formula-based approach to establish cost of capital adjustments, commencing in 2024. In March 2022, the AUC issued its decision with respect to the first stage of the GCOC proceeding by approving the extension of the 2022 return on equity of 8.5% and deemed equity ratio of 37% for 2023, recognizing lingering uncertainty and continued volatility of financial markets. In June 2022, the AUC initiated the second stage to explore a formula-based approach to determine the return on equity for 2024 and future test periods.

In February 2023, AltaLink and other stakeholders filed evidence. AltaLink filed expert evidence recommending a 10.3% return on equity, on a recommended equity ratio of 40%. Other utilities filed similar recommendations. The Consumers' Coalition of Alberta, the Utilities Consumer Advocate and the Industrial Power Consumers Association of Alberta recommended returns on equity ranging from 6.75% to 7.7% and equity ratios ranging from 35% to 37%. AltaLink's expert witness, as well as all other utility experts, submitted that they are generally not in favor of implementing a formulaic adjustment mechanism for allowed return on equity due to the challenges in maintaining the Fair Return Standard through formulaic adjustments. The interveners are generally in favor of a formula. The AUC expects to conclude the second stage of the GCOC proceeding in the fourth quarter of 2023.

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Environmental Laws and Regulations

Each Registrant is subject to federal, state, local and foreign laws and regulations regarding air quality, climate change, emissions performance standards, water quality, coal ash disposal and other environmental matters that have the potential to impact each Registrant's current and future operations. In addition to imposing continuing compliance obligations, these laws and regulations provide regulators with the authority to levy substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. These laws and regulations are administered by various federal, state, local and international agencies. Each Registrant believes it is in material compliance with all applicable laws and regulations, although many are subject to interpretation that may ultimately be resolved by the courts. The discussion below contains material developments to those matters disclosed in Item 1 of each Registrant's Annual Report on Form 10-K for the year ended December 31, 2022, and new environmental matters occurring in 2023.

Air Quality Regulations

The Clean Air Act, as well as state laws and regulations impacting air emissions, provides a framework for protecting and improving the nation's air quality and controlling sources of air emissions. These laws and regulations continue to be promulgated and implemented and will impact the operation of BHE's generating facilities and require them to reduce emissions at those facilities to comply with the requirements. In addition, the potential adoption of state or federal clean energy standards, which include low-carbon, non-carbon and renewable electricity generating resources, may also impact electricity generators and natural gas providers.

Greenhouse Gas Standards

In May 2023, the EPA proposed rules addressing greenhouse gas emissions from new and reconstructed natural gas-fueled combustion turbines (Clean Air Act Section 111(b) rule) and existing coal- and gas- or oil-fueled steam units and natural gas-fueled combustion turbines (Clean Air Act Section 111(d) rule). The proposed requirements for existing units would take effect January 1, 2030, through state implementation plans. Requirements for new combustion turbines are subcategorized based on capacity factor, where low-load units would be required to meet an emissions limit, intermediate-load units would be required to use a blend of low-emitting hydrogen and natural gas and base-load units would be required to utilize carbon capture and sequestration technology or a high-percentage blend of low-emitting hydrogen. Requirements for existing gas- and oil-fueled steam units are also subcategorized based on capacity factor, where low-load units would be subject to routine maintenance to demonstrate no increase in emissions, intermediate-load units would be subject to an emission limit of 1,500 pounds of CO2 / MWh-gross and base-load units would be subject to an emission limit of 1,300 pounds of CO2 / MWh-gross. Control equipment requirements for existing combustion turbines only apply to large, high load turbines that are greater than 300MW in capacity and operate at a greater than 50% capacity factor. These units would be required to begin utilizing carbon capture and sequestration with a 90% capture rate by 2035 or use a blend of low-emitting hydrogen starting in 2032. Requirements for existing coal-fueled units are subcategorized based on retirement date. Units with earlier retirement dates would be subject to less stringent requirements while units that commit to later retirement dates would be subject to annual capacity factor limits or natural gas co-firing requirements. Units that will continue operating after December 31, 2039, would be required to utilize carbon capture and sequestration with a 90% carbon capture rate. Clean Air Act Section 111 establishes a cooperative approach between the EPA and the states. The EPA establishes nationwide standards based on the best system of emissions reductions it identifies for a source category. States are then expected to develop plans to implement those standards at affected units. States may adopt the EPA's standards or develop state-specific standards that achieve the same air quality results. The EPA is accepting comments on the proposal through August 8, 2023. The relevant Registrants operate facilities that may be affected by these proposals. Until the EPA takes final action on the proposals, the states submit any required SIPs and litigation is exhausted, the relevant Registrants cannot determine the impacts of the proposed rule.

Mercury and Air Toxics Standards

In March 2011, the EPA proposed a rule that requires coal-fueled generating facilities to reduce mercury emissions and other hazardous air pollutants through the establishment of "Maximum Achievable Control Technology" standards. The final MATS became effective on April 16, 2012, and required that new and existing coal-fueled generating facilities achieve emission standards for mercury, acid gases and other non-mercury hazardous air pollutants. Existing sources were required to comply with the new standards by April 16, 2015, with the potential for individual sources to obtain an extension of up to one additional year, at the discretion of the Title V permitting authority, to complete installation of controls or for transmission system reliability reasons. The relevant Registrants have completed emission reduction projects and unit retirements to comply with the final rule's standards for acid gases and non-mercury metallic hazardous air pollutants.

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Numerous lawsuits have been filed in the D.C. Circuit challenging the MATS. In April 2014, the D.C. Circuit upheld the MATS requirements. In November 2014, the U.S. Supreme Court agreed to hear the MATS appeal on the limited issue of whether the EPA unreasonably refused to consider costs in determining whether it is appropriate to regulate hazardous air pollutants emitted by electric utilities. In June 2015, the U.S. Supreme Court reversed and remanded the MATS rule, finding that the EPA had acted unreasonably when it deemed cost irrelevant to the decision to regulate generating facilities, and that cost, including costs of compliance, must be considered before deciding whether regulation is necessary and appropriate. In December 2018, the EPA issued a proposed revised supplemental cost finding for the MATS, as well as the required risk and technology review under Clean Air Act Section 112. The EPA proposed to determine that it is not appropriate and necessary to regulate hazardous air pollutant emissions from generating facilities under Section 112; however, the EPA proposed to retain the emission standards and other requirements of the MATS rule, because the EPA did not propose to remove coal- and oil-fueled generating facilities from the list of sources regulated under Section 112. In May 2020, the EPA published its decision to repeal the appropriate and necessary findings in the MATS rule and retain the overall emission standards. The rule took effect in July 2020. A number of petitions for review were filed in the D.C. Circuit by parties challenging and supporting the EPA's decision to rescind the appropriate and necessary finding, which were stayed pending the EPA's plans to revisit the finding. On January 31, 2022, the EPA proposed several actions relating to the MATS. The EPA proposed to restore the appropriate and necessary finding to regulate generating facilities under Clean Air Act Section 112. The EPA finalized its restoration of the MATS appropriate and necessary finding in February 2023.

On April 5, 2023, the EPA released a proposal to revise several aspects of the MATS rule following the agency's review of the 2020 Residual Risk and Technology Review. The EPA proposes two specific standard changes - one applicable to all covered units and one specific to the existing lignite subcategory. The EPA proposes a more stringent standard for emissions of filterable particulate matter, the surrogate standard for non-mercury metals for coal-fueled electric generating units. The EPA proposes to reduce the filterable particulate matter emission standard by two-thirds based on a demonstration that 91% of coal-based capacity, which has not been identified as retiring before the proposed compliance period, has an emission rate at or below the proposed limit. The EPA also proposes to require continuous emissions monitoring for filterable particulate matter to demonstrate compliance with the revised standard. Compliance would be due no later than three years after the effective date of a final rule and the EPA accepted comments on the proposal through June 23, 2023. The relevant Registrants are not included in the lignite subcategory. The relevant Registrants have identified that compliance can be achieved with existing controls. Until the EPA takes final action on the proposal, the full impacts of the rule cannot be determined.

National Ambient Air Quality Standards

Under the authority of the Clean Air Act, the EPA sets minimum NAAQS for six principal pollutants, consisting of carbon monoxide, lead, NOx, particulate matter, ozone and SO2, considered harmful to public health and the environment. Areas that achieve the standards, as determined by ambient air quality monitoring, are characterized as being in attainment, while those that fail to meet the standards are designated as being nonattainment areas. Generally, sources of emissions in a nonattainment area that are determined to contribute to the nonattainment are required to reduce emissions. Currently, with the exceptions described in the following paragraphs, air quality monitoring data indicates that all counties where the relevant Registrant's major emission sources are located are in attainment of the current NAAQS.

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On June 4, 2018, the EPA published final ozone designations for much of the U.S. Relevant to the Registrants, these designations include classifying Yuma County, Arizona; Clark County, Nevada; and the Northern Wasatch Front, Southern Wasatch Front and Duchesne and Uintah counties in Utah as nonattainment-marginal with the 2015 ozone standard. These areas were required to meet the 2015 standard three years from the August 3, 2018, effective date. All other areas relevant to the Registrants were designated attainment/unclassifiable with this same action. However, on January 29, 2021, the D.C. Circuit vacated several provisions of the 2018 implementing rules for the 2015 ozone standards for contravening the Clean Air Act. The EPA and environmental groups finalized a consent decree in January 2022 that sets deadlines for the agency to approve or disapprove the "good neighbor" provisions of interstate ozone plans of dozens of states. Relevant to the Registrants, the EPA must, by April 30, 2022, propose to approve or disapprove the interstate ozone SIPs of Alabama, Iowa, Maryland, Michigan, Minnesota, New York, Ohio, Pennsylvania, Texas, West Virginia and Wisconsin. On February 22, 2022, the EPA published a series of proposed decisions to disapprove the SIPs for interstate ozone transport of 19 states. Relevant to the Registrants, these states include Alabama, Maryland, Michigan, Minnesota, New York, Ohio, West Virginia and Wisconsin. The EPA also proposed to approve Iowa's SIP after re-analyzing the state's data. In addition, the EPA must approve or disapprove the interstate plans of Arizona, California, Nevada and Wyoming. On April 15, 2022 the EPA issued its final rule approving Iowa's SIP as meeting the good neighbor provisions for the 2015 ozone standard. On May 24, 2022, the EPA proposed to disapprove the Utah and Wyoming interstate ozone SIPs. On January 30, 2023, the EPA entered into a stipulated extension to the deadline for action on the Wyoming SIP, setting a new deadline of December 15, 2023. The EPA explained that the extra time is needed to fully consider updated air quality information and public comments. The EPA is also reevaluating SIPs for Tennessee and Arizona. On February 13, 2023, the EPA published final disapproval of the 19 SIPs proposed in April 2022, setting the stage to include those states in the federal implementation plan described under the Cross-State Air Pollution Rule. The EPA also deferred action on the SIPs for Wyoming, Tennessee and Arizona in the final rule. Separately, on March 28, 2022, the EPA proposed determinations as to whether certain areas have achieved levels of ground-level ozone pollution that meet the 2008 and 2015 ozone NAAQS. Relevant to Registrants, the Southern Wasatch Front in Utah and Yuma, Arizona are proposed to have met the 2015 ozone standard; and the Cincinnati area of Ohio and Kentucky and the Northern Wasatch Front in Utah are proposed to have not met the 2015 ozone standard and to be reclassified as Moderate Non-Attainment, and will have until August 3, 2024 to meet the standard. Until the EPA takes final action on the proposal and the affected states submit any required SIPs, the relevant Registrants cannot determine the impacts of the proposed rule.

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Cross-State Air Pollution Rule

The EPA promulgated an initial rule in March 2005 to reduce emissions of NOx and SO2, precursors of ozone and particulate matter, from down-wind sources in the eastern U.S. to reduce emissions by implementing a plan based on a market-based cap-and-trade system, emissions reductions, or both. After numerous appeals, the CSAPR was promulgated to address interstate transport of SO2 and NOx emissions in 27 Eastern and Midwestern states. In March 2022, the EPA released its Good Neighbor Rule, which contains proposed revisions to the CSAPR framework and is intended to address ozone transport for the 2015 ozone NAAQS. In March 2023, the EPA released the final Good Neighbor Rule. The electric generation sector remains the key industry regulated by the rule and will be subject to emissions allowance trading beginning in summer 2023. The final rule shifted the maximum daily backstop rate for coal-fueled generating units, which drives the installation of new controls or curtailment, to take effect in 2030 instead of 2027. PacifiCorp's Hunter Units 1-3 and Huntington Units 1-2, which do not have SCR controls, are impacted by the rule. PacifiCorp's 2023 IRP selected the installation of SNCR on the Hunter and Huntington Units by 2026 as part of the preferred portfolio. The level of NOx allowances for the Utah units remains similar to 2021 levels, with significant reductions for the coal units beginning in 2026. The daily limit, which takes effect in 2030, will further restrict operation of coal-fueled units without SCR. NV Energy's fossil-fueled units are also covered by the final rule. North Valmy Units 1 and 2, which do not have SCR, will require additional controls or reduced operations during the ozone season if operated beyond 2025. Nevada's regional haze SIP has an enforceable retirement date for North Valmy Units 1 and 2 of December 31, 2028, and NV Energy's IRP identified a December 31, 2025, retirement date for the units. The EPA's updated modeling suggests that Arizona, Iowa and Kansas may be significantly contributing to nonattainment in downwind states. The EPA intends to undertake additional assessment of its modeling for these states and will determine if it is necessary to address obligations for these states in future actions. The EPA also deferred final action for Wyoming, pending further review of updated air quality and contribution modeling and analysis. Additional notice and comment rulemaking, such as a supplemental rule, would be required to rescind Iowa's approved SIP and incorporate additional states into the program. The states of Nevada, Utah and Wyoming challenged the EPA's denials and deferral, respectively, of their interstate ozone transport SIPs in the Ninth, Tenth and D.C. Circuit Courts of Appeals. PacifiCorp also filed petitions with the court opposing the EPA's action in Utah and Wyoming. At the time of filing, at least 11 other states have challenged the EPA's action to disapprove SIPs in different regional federal courts of appeal. Stays have been granted by four circuit courts for SIP disapprovals in eight states. Relevant to Registrants, the states of Nevada, Texas and Utah were granted stays. The final good neighbor rule was published June 5, 2023 and takes effect August 4, 2023. The EPA issued an interim final rule stating that the federal rule will not take effect in states in which the SIP disapprovals have been deferred or stayed. In addition to litigation over SIP disapprovals, there are numerous appeals of the final good neighbor rule pending in four different circuit courts, and at least four motions to stay the final rule have been filed in three different circuit courts. Additional appeals may be filed prior to the rule's August 4, 2023, effective date. Until additional rulemaking is completed and litigation is exhausted, the potential impacts to the relevant Registrants cannot be determined.

For the first time, the EPA included additional sectors beyond the electric generation sector in the 2023 expanded CSAPR program. Relevant to the Registrants, this includes the pipeline transportation of natural gas. Requirements for that sector focus on emissions reductions from reciprocating internal combustion engines involved in the transport of natural gas and take effect in 2026. There is no access to allowance trading for the non-electric generation sectors. The EPA excluded emergency engines and engines that do not operate during the ozone season, included a facility-wide averaging plan and eased requirements for monitoring in the final rule. Northern Natural Gas operates 18 affected units; BHE GT&S operates 157 affected units; and Kern River is not affected by the final rule.

Regional Haze

The EPA's Regional Haze Rule, finalized in 1999, requires states to develop and implement plans to improve visibility in designated federally protected areas ("Class I areas"). Some of PacifiCorp's coal-fueled generating facilities in Utah, Wyoming, Arizona and Colorado and certain of Nevada Power's and Sierra Pacific's fossil-fueled generating facilities are subject to the Clean Air Visibility Rules. In accordance with the federal requirements, states are required to submit periodic SIPs that address emissions from sources subject to BART requirements and demonstrate progress towards achieving natural visibility requirements in Class I areas by 2064.

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In June 2019, the state of Utah incorporated a BART alternative into its SIP for regional haze planning period one. The BART alternative makes the shutdown of PacifiCorp's Carbon generating facility enforceable under the SIP and removes the requirement to install SCR equipment on Hunter Units 1 and 2 and Huntington Units 1 and 2. The EPA approved the SIP revision with the BART alternative in October 2020. The EPA's actions also withdrew a prior FIP that required installation of SCR equipment on Hunter Units 1 and 2 and Huntington Units 1 and 2. On January 19, 2021, Heal Utah, National Parks Conservation Association, Sierra Club and Utah Physicians for a Healthy Environment filed a petition for review of the Utah Regional Haze SIP Alternative in the Tenth Circuit. The EPA defended the SIP, and PacifiCorp and the state of Utah intervened in the litigation in support of the EPA. Oral arguments in HEAL Utah v. EPA were held March 21, 2023. A final decision from the court is expected by fall 2023.

The state of Wyoming issued two regional haze SIPs requiring the installation of SO2, NOx and particulate matter controls on certain PacifiCorp coal-fueled generating facilities in Wyoming. The EPA approved the SO2 SIP in December 2012 and the EPA's approval was upheld on appeal by the Tenth Circuit in October 2014. The EPA's final action other parts of on the Wyoming SIP in 2014 approved the state's plan to have PacifiCorp install low-NOx burners at Naughton Units 1 and 2, SCR controls at Naughton Unit 3 by December 2014, SCR controls at Jim Bridger Units 1 through 4 between 2015 and 2022, and low-NOx burners at Dave Johnston Unit 4. The EPA disapproved a portion of the Wyoming SIP and issued a FIP for Dave Johnston Unit 3, where it required the installation of SCR controls by 2019 or, in lieu of installing SCR controls, a commitment to shut down Dave Johnston Unit 3 by 2027, its currently approved depreciable life. The EPA also disapproved a portion of the Wyoming SIP and issued a FIP for the Wyodak coal-fueled generating facility, requiring the installation of SCR controls by 2019. PacifiCorp filed an appeal of the EPA's final action on Wyodak in March 2014. The state of Wyoming and several environmental groups also filed an appeal of the EPA's final action. In September 2014, the Tenth Circuit issued a stay of the March 2019 compliance deadline for Wyodak, pending further action by the Tenth Circuit in the appeal. The parties worked to mediate claims under the Wyoming regional haze requirements until the abatement on litigation was lifted in September 2022. Opening briefs were submitted in October 2022. In the litigation, PacifiCorp objects to the EPA's FIP requiring SCR on the Wyodak Unit. That requirement in the agency's plan remains stayed by the court. PacifiCorp has also intervened on behalf of the EPA against claims that Naughton Units 1 and 2 should have been subject to a SCR requirement. Oral argument was held May 16, 2023. PacifiCorp argued that the Naughton claims are moot but that a court ruling on the Wyodak claims is necessary because the EPA's federal plan complies with the Clean Air Act. A final decision from the court is expected by late fall 2023. Separately, on February 14, 2022, the First Judicial District Court for the State of Wyoming entered a consent decree reached between the state of Wyoming and PacifiCorp resolving claims of threatened violations of the Clean Air Act, the Wyoming Environmental Quality Act and the Wyoming Air Quality Standards and Regulations at the Jim Bridger facility. No penalties were imposed under the consent decree. Consistent with the terms and conditions of the consent decree, PacifiCorp must convert Jim Bridger Units 1 and 2 to natural gas and begin meeting emissions limits consistent with that conversion by January 1, 2024. The EPA and PacifiCorp executed an administrative order on consent June 9, 2022, covering compliance for Jim Bridger Units 1 and 2 under the regional haze rule. The federal order contains the same emission and operating limits as the Wyoming consent decree and adds federal approval of the compliance pathway outlined in the state consent decree, including revision of the SIP to include conversion of Jim Bridger Units 1 and 2 to natural gas. On December 30, 2022, the Wyoming Air Quality Division submitted the state-approved revised regional haze SIP requiring natural gas conversion of Jim Bridger Units 1 and 2 to the EPA for approval. The plan revision replaces a previous requirement for SCR at the units. The Wyoming Air Quality Division also issued an air permit for the natural gas conversion of Jim Bridger Units 1 and 2 on December 28, 2022. PacifiCorp submitted a notice of compliance to the EPA on March 9, 2023, to certify completion of the Jim Bridger administrative compliance order through completion of the requirements to comply with Wyoming's consent decree and revised SIP submission. PacifiCorp remains subject to the compliance terms of the Wyoming consent decree as it works to convert Jim Bridger Units 1 and 2 to natural gas. The EPA is in on-going discussions with Wyoming to finalize a determination on the SIP revisions, with a decision anticipated by fall 2023.

The state of Colorado first planning period regional haze SIP requires SCR equipment at Craig Unit 2 and Hayden Units 1 and 2, in which PacifiCorp has ownership interests. Each of those regional haze compliance projects are in-service. In addition, in February 2015, the state of Colorado finalized an amendment to its regional haze SIP relating to Craig Unit 1, in which PacifiCorp has an ownership interest, to require the installation of SCR controls by 2021. In September 2016, the owners of Craig Units 1 and 2 reached an agreement with state and federal agencies and certain environmental groups that were parties to the previous settlement requiring SCR to retire Unit 1 by December 31, 2025, in lieu of SCR installation, or alternatively to remove the unit from coal-fueled service by August 31, 2021, with an option to convert the unit to natural gas by August 31, 2023, in lieu of SCR installation. The terms of the agreement were approved by the Colorado Air Quality Board in December 2016, incorporated into an amended Colorado regional haze SIP in 2017 and approved by the EPA in August 2018. PacifiCorp identified a December 31, 2025, retirement date for Craig Unit 1 in its 2023 IRP.

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Nevada, Utah and Wyoming each submitted regional haze SIPs for the regional haze second planning period to the EPA and received completeness determinations in August 2022. The EPA is required to make final determinations on the SIPs by August 2023. On August 25, 2022, the EPA promulgated a finding of failure to submit a SIP for the regional haze second planning period for 15 states, including Iowa. The finding establishes a two-year deadline for the agency to promulgate FIPs to address the requirements, unless prior to promulgating a FIP, the state submits, and the agency approves, a SIP meeting the requirements. The finding says the agency intends to continue to work with states in developing approvable SIP submittals in a timely manner. The Iowa Department of Natural Resources continues to work with the EPA on development of its SIP. On February 13, 2023, Iowa issued a draft SIP and accepted comment on the draft plan through March 16, 2023. Iowa proposes to require operational improvements to existing control equipment at MidAmerican Energy's Louisa Generation Station and Walter Scott Jr. Energy Center - Unit 3. Iowa anticipates submitting a final plan to the EPA in fall 2023.

Water Quality Standards

In November 2015, the EPA published final effluent limitation guidelines and standards for the steam electric power generating sector which, among other things, regulate the discharge of bottom ash transport water, fly ash transport water, combustion residual leachate and non-chemical metal cleaning wastes. In November 2019, the EPA proposed updates to the 2015 rule, specifically addressing flue gas desulfurization wastewater and bottom ash transport water. The rule took effect in December 2020. The final rule changes the technology-basis for treatment of flue gas desulfurization wastewater and bottom ash transport water, revises the voluntary incentives program for flue gas desulfurization wastewater, and adds subcategories for high-flow units, low utilization units, and those that will transition away from coal combustion by 2028. While most of the issues raised by this rule are already being addressed through the CCR rule and are not expected to impose significant additional requirements, the Dave Johnston generating facility is impacted by the rule's bottom ash handling requirements at Units 1 and 2. The generating facility submitted notice to the Wyoming Department of Environmental Quality that it will either achieve a cessation of coal combustion at Units 1 and 2 by December 31, 2028, or install bottom ash transport treatment technology by December 31, 2025. On March 8, 2023, the EPA proposed additional changes to the effluent limitations guidelines to replace the 2020 rule and provide stricter limits for bottom ash transport water, flue gas desulfurization wastewater and coal combustion residual leachate. The relevant Registrants use a combination of zero discharge, enrollment in cessation-of-coal subcategory and dry bottom ash handling to manage the affected wastestreams. As a result, significant impacts are not anticipated. However, until the EPA takes final action on the proposal, the full impacts of the rule cannot be determined. The EPA accepted public comments through May 30, 2023, and intends to finalize a rule by spring 2024.

In March 2023, the latest changes to the definition of "waters of the U.S.," a rule that determines which waters are regulated under the federal Clean Water Act, took effect. Under this rule, tributaries, many wetlands, intrastate lakes, intrastate ponds, intrastate streams and some impoundments must meet either test from the 2006 Rapanos plurality decision to be considered a water of the U.S. That is, a water must be relatively permanent and have a continuous surface connection to an included waterbody (the "relatively permanent" test) or it must significantly affect the biological, physical or chemical integrity of a traditional navigable water, territorial seas or interstate waters (the "significant nexus" test). The rule was challenged in multiple courts. On May 23, 2023, the U.S. Supreme Court issued a decision in Sackett v. EPA, a case that challenged the Clean Water Act's applicability to certain wetlands. In its decision, the Court significantly narrowed protections for wetlands and intermittent streams under the federal Clean Water Act. The Court unanimously rejected the significant nexus test as unworkable. A divided Court determined that jurisdiction applies to waters that are adjacent to traditional interstate navigable waters and that have a continuous surface connection with that traditional interstate navigable waters. In light of the Sackett decision, the EPA secured stays of litigation over its definitional rule in two of three pending challenges in order to conduct rulemaking to conform to the Court's decision. The EPA sent a new final definition rule to the White House Office of Management and Budget on July 17, 2023, and has stated it intends to issue the new rule by September 1, 2023.

Coal Ash Disposal

In April 2015, the EPA released a final rule to regulate the management and disposal of coal combustion residuals (CCR) under the RCRA. The rule regulates coal combustion byproducts as non-hazardous waste under RCRA Subtitle D and establishes minimum nationwide standards for the disposal of CCR. Under the final rule, surface impoundments and landfills utilized for coal combustion byproducts will need to be closed unless they can meet the more stringent regulatory requirements.

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At the time the rule was published in April 2015, PacifiCorp operated 18 surface impoundments and seven landfills that contained coal combustion byproducts. Prior to the effective date of the rule in October 2015, nine surface impoundments and three landfills were either closed or repurposed to no longer receive coal combustion byproducts and hence are not subject to the final rule. As PacifiCorp proceeded to implement the final coal combustion rule, it was determined that two surface impoundments located at the Dave Johnston generating facility were hydraulically connected and effectively constitute a single impoundment. In November 2017, a new surface impoundment was placed into service at the Naughton Generating Station. At the time the rule was published in April 2015, MidAmerican Energy owned or operated nine surface impoundments and four landfills that contain coal combustion byproducts. Prior to the effective date of the rule in October 2015, MidAmerican Energy closed or repurposed six surface impoundments to no longer receive coal combustion byproducts. Five of these surface impoundments were closed on or before December 21, 2017, and the sixth is undergoing closure. At the time the rule was published in April 2015, the Nevada Utilities operated 10 evaporative surface impoundments and two landfills that contained coal combustion byproducts. Prior to the effective date of the rule in October 2015, the Nevada Utilities closed four of the surface impoundments, four impoundments discontinued receipt of coal combustion byproducts making them inactive and two surface impoundments remain active and subject to the final rule. The two landfills remain active and subject to the final rule.

Multiple parties filed challenges over various aspects of the final rule in the D.C. Circuit, resulting in settlement of some of the issues and subsequent regulatory action by the EPA. The EPA finalized the first phase of the CCR rule amendments in July 2018 (the "Phase 1, Part 1 rule"). In addition to adopting alternative performance standards and revising groundwater performance standards for certain constituents, the EPA extended the deadline by which facilities must initiate closure of unlined ash ponds exceeding a groundwater protection standard and impoundments that do not meet the rule's aquifer location restrictions to October 31, 2020. Following submittal of competing motions from environmental groups and the EPA to stay or remand this deadline extension, on March 13, 2019, the D.C. Circuit granted the EPA's request to remand the rule and left the October 31, 2020, deadline in place while the agency undertakes a new rulemaking establishing a new deadline for initiating closure. On August 14, 2019, the EPA released its "Phase 2" proposal, which contains targeted amendments to the CCR rule in response to court remands and EPA settlement agreements, as well as issues raised in a rulemaking petition. The Phase 2 rule has not been finalized. In February 2020, the EPA proposed a federal CCR permit program as required by the WIIN Act of 2016. The federal permit rule has not been finalized.

In October 2020, the EPA released an advanced notice of proposed rulemaking on legacy CCR surface impoundments, seeking comment on and information related to issues relevant to development of regulations for legacy impoundments. On May 18, 2023, the EPA proposed the legacy surface impoundments rule and accepted comment on the proposal through July 17, 2023. The proposal encompasses legacy surface impoundments, which are inactive surface impoundments at inactive facilities; and CCR management units, which include CCR surface impoundments and landfills that closed prior to October 19, 2015, inactive CCR landfills, and other areas where CCR has been or is managed directly on the land. CCR management units include all units meeting that definition at active CCR facilities, as well as those at inactive facilities with one or more legacy surface impoundment. EPA proposes the impose substantially the same regulatory obligations for both legacy surface impoundments and CCR management units as are applicable to currently regulated units, including groundwater monitoring and corrective action. All legacy surface impoundments and CCR management units would be required to initiate closure, including reclosure, within one year after the rule is finalized. The EPA has indicated it intends to finalize the legacy surface impoundment rule by spring 2024.

The EPA includes lists of potential legacy surface impoundments and CCR management units in the rulemaking docket and those lists include several BHE facilities. The EPA also specifically identifies PacifiCorp's Huntington Power Plant and NV Energy's Reid Gardner Generating Station as potential CCR management unit damage cases based on the EPA's review of compliance information. BHE corrected the record in comments that: (1) The north and south ash ponds at MidAmerican's Riverside Generating Station are incorrectly classified as legacy impoundments rather than CCR management units; (2) historical impoundments, which were closed according to state requirements and no longer contain CCR or liquids, should be removed from the list of CCR management units; (3) the EPA erroneously identified NV Energy's Reid Gardner Generating Station and the Old Landfill at PacifiCorp's Huntington generating facility as potential damage cases; and (4) two impoundments at PacifiCorp's former Carbon generating facility are incorrectly included on the list of legacy impoundments because PacifiCorp never managed or disposed of CCR materials in wastewater ponds at the former Carbon generating facility.

Until the proposals are finalized and fully litigated, the Registrants cannot determine whether additional action may be required.

54

In August 2020, the EPA finalized its Holistic Approach to Closure: Part A rule ("Part A rule"). This proposal addressed the D.C. Circuit's revocation of the provisions that allow unlined impoundments to continue receiving ash. The Part A rule established a new deadline of April 11, 2021, by which all unlined surface impoundments must initiate closure. The Part A rule also identifies two extensions to that date: (1) a site-specific extension to develop alternate disposal capacity and initiate closure by October 15, 2023; and (2) a site-specific extension for facilities that agree to shut down the coal-fueled unit and complete ash pond closure activities by October 17, 2028. PacifiCorp developed a demonstration for the development of alternative capacity for the Jim Bridger facility's FGD Pond 2 and a demonstration for closure of the Naughton facility and ash pond and submitted them to the EPA in November 2020. On January 11, 2022, the EPA deemed these submittals complete but has not taken additional action on them. No other Registrants used the provisions of the Part A rule.

Notwithstanding the status of the final CCR rule, citizens' suits have been filed against regulated entities seeking judicial relief for contamination alleged to have been caused by releases of coal combustion byproducts. Some of these cases have been successful in imposing liability upon companies if coal combustion byproducts contaminate groundwater that is ultimately released or connected to surface water. In addition, actions have been filed against regulated entities seeking to require that surface impoundments containing CCR be subject to closure by removal rather than being allowed to effectuate closure in place as provided under the final rule. The Registrants are not a party to these lawsuits and until they are resolved, the Registrants cannot predict the impact on overall compliance obligations.

Critical Accounting Estimates

Certain accounting measurements require management to make estimates and judgments concerning transactions that will be settled several years in the future. Amounts recognized on the Consolidated Financial Statements based on such estimates involve numerous assumptions subject to varying and potentially significant degrees of judgment and uncertainty and will likely change in the future as additional information becomes available. Estimates are used for, but not limited to, the accounting for the effects of certain types of regulation, impairment of goodwill and long-lived assets, pension and other postretirement benefits, income taxes and revenue recognition - unbilled revenue. For additional discussion of the Company's critical accounting estimates, see Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2022. There have been no significant changes in the Company's assumptions regarding critical accounting estimates since December 31, 2022.

55

PacifiCorp and its subsidiaries

Consolidated Financial Section

56

PART I

Item 1.Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

PacifiCorp

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheet of PacifiCorp and subsidiaries ("PacifiCorp") as of June 30, 2023, the related consolidated statements of operations, and changes in shareholders' equity for the three-month and six-month periods ended June 30, 2023 and 2022, and of cash flows for the six-month periods ended June 30, 2023 and 2022, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of PacifiCorp as of December 31, 2022, and the related consolidated statements of operations, comprehensive income, changes in shareholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated February 24, 2023, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of PacifiCorp's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to PacifiCorp in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

/s/ Deloitte & Touche LLP

Portland, Oregon

August 4, 2023

57

PACIFICORP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Amounts in millions)

	As of
	June 30,		December 31,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	586	$	641
Trade receivables, net	736		825
Other receivables, net	63		72
Inventories	533		474
Derivative contracts	51		184
Regulatory assets	374		275
Other current assets	112		213
Total current assets	2,455		2,684
Property, plant and equipment, net	25,488		24,430
Regulatory assets	1,745		1,605
Other assets	864		686
Total assets	$	30,552	$	29,405

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

58

PACIFICORP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited) (continued)

(Amounts in millions)

	As of
	June 30,		December 31,
	2023		2022
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,036	$	1,049
Accrued interest	145		128
Accrued property, income and other taxes	161		67
Accrued employee expenses	101		86
Current portion of long-term debt	565		449
Regulatory liabilities	99		96
Other current liabilities	335		271
Total current liabilities	2,442		2,146
Long-term debt	9,984		9,217
Regulatory liabilities	2,587		2,843
Deferred income taxes	3,136		3,152
Other long-term liabilities	1,976		1,306
Total liabilities	20,125		18,664
Commitments and contingencies (Note 9)
Shareholders' equity:
Preferred stock	2		2
Common stock - 750 shares authorized, no par value, 357 shares issued and outstanding	—		—
Additional paid-in capital	4,479		4,479
Retained earnings	5,955		6,269
Accumulated other comprehensive loss, net	(9)		(9)
Total shareholders' equity	10,427		10,741
Total liabilities and shareholders' equity	$	30,552	$	29,405

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

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PACIFICORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Amounts in millions)

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue	$	1,327	$	1,314	$	2,811	$	2,611
Operating expenses:
Cost of fuel and energy	462		451		1,076		916
Operations and maintenance	403		375		1,108		652
Depreciation and amortization	279		279		558		559
Property and other taxes	52		51		105		110
Total operating expenses	1,196		1,156		2,847		2,237
Operating income (loss)	131		158		(36)		374
Other income (expense):
Interest expense	(134)		(107)		(258)		(213)
Allowance for borrowed funds	16		6		29		12
Allowance for equity funds	34		15		61		28
Interest and dividend income	26		7		45		14
Other, net	3		(5)		5		(9)
Total other income (expense)	(55)		(84)		(118)		(168)
Income (loss) before income tax expense (benefit)	76		74		(154)		206
Income tax expense (benefit)	(30)		(8)		(140)		(6)
Net income (loss)	$	106	$	82	$	(14)	$	212

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

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PACIFICORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)

(Amounts in millions)

									Accumulated
					Additional				Other		Total
	Preferred		Common		Paid-in		Retained		Comprehensive		Shareholders'
	Stock		Stock		Capital		Earnings		Loss, Net		Equity
Balance, March 31, 2022	$	2	$	—	$	4,479	$	5,579	$	(16)	$	10,044
Net income	—		—		—		82		—		82
Common stock dividends declared	—		—		—		(100)		—		(100)
Balance, June 30, 2022	$	2	$	—	$	4,479	$	5,561	$	(16)	$	10,026
Balance, December 31, 2021	$	2	$	—	$	4,479	$	5,449	$	(17)	$	9,913
Net income	—		—		—		212		—		212
Other comprehensive income	—		—		—		—		1		1
Common stock dividends declared	—		—		—		(100)		—		(100)
Balance, June 30, 2022	$	2	$	—	$	4,479	$	5,561	$	(16)	$	10,026
Balance, March 31, 2023	$	2	$	—	$	4,479	$	5,849	$	(9)	$	10,321
Net income	—		—		—		106		—		106
Balance, June 30, 2023	$	2	$	—	$	4,479	$	5,955	$	(9)	$	10,427
Balance, December 31, 2022	$	2	$	—	$	4,479	$	6,269	$	(9)	$	10,741
Net loss	—		—		—		(14)		—		(14)
Common stock dividends declared	—		—		—		(300)		—		(300)
Balance, June 30, 2023	$	2	$	—	$	4,479	$	5,955	$	(9)	$	10,427

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

61

PACIFICORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Amounts in millions)

	Six-Month Periods
	Ended June 30,
	2023		2022
Cash flows from operating activities:
Net (loss) income	$	(14)	$	212
Adjustments to reconcile net (loss) income to net cash flows from operating activities:
Depreciation and amortization	558		559
Allowance for equity funds	(61)		(28)
Net power cost deferrals	(255)		(62)
Amortization of net power cost deferrals	71		27
Other changes in regulatory assets and liabilities	(54)		(41)
Deferred income taxes and amortization of investment tax credits	(68)		29
Other, net	(2)		12
Changes in other operating assets and liabilities:
Trade receivables, other receivables and other assets	113		17
Inventories	(59)		(16)
Derivative collateral, net	(90)		69
Accrued property, income and other taxes, net	161		152
Accounts payable and other liabilities	216		219
Wildfires insurance receivable	(133)		(161)
Wildfires liability	524		225
Net cash flows from operating activities	907		1,213
Cash flows from investing activities:
Capital expenditures	(1,529)		(894)
Other, net	—		6
Net cash flows from investing activities	(1,529)		(888)
Cash flows from financing activities:
Proceeds from long-term debt	1,189		—
Repayments of long-term debt	(309)		(9)
Dividends paid	(300)		(100)
Other, net	(3)		(2)
Net cash flows from financing activities	577		(111)
Net change in cash and cash equivalents and restricted cash and cash equivalents	(45)		214
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	674		186
Cash and cash equivalents and restricted cash and cash equivalents at end of period	$	629	$	400

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

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PACIFICORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1)    General

PacifiCorp, which includes PacifiCorp and its subsidiaries, is a U.S. regulated electric utility company serving retail customers, including residential, commercial, industrial, irrigation and other customers in portions of Utah, Oregon, Wyoming, Washington, Idaho and California. PacifiCorp owns, or has interests in, a number of thermal, hydroelectric, wind-powered and geothermal generating facilities, as well as electric transmission and distribution assets. PacifiCorp also buys and sells electricity on the wholesale market with other utilities, energy marketing companies, financial institutions and other market participants. PacifiCorp is subject to comprehensive state and federal regulation. PacifiCorp's subsidiaries support its electric utility operations by providing coal mining services. PacifiCorp is an indirect subsidiary of Berkshire Hathaway Energy Company ("BHE"), a holding company based in Des Moines, Iowa that owns subsidiaries principally engaged in energy businesses. BHE is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway").

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 2023, and for the three- and six-month periods ended June 30, 2023 and 2022. The Consolidated Statements of Comprehensive Income (Loss) have been omitted as net income (loss) materially equals comprehensive income (loss) for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the three- and six-month periods ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Notes to Consolidated Financial Statements included in PacifiCorp's Annual Report on Form 10-K for the year ended December 31, 2022, describes the most significant accounting policies used in the preparation of the unaudited Consolidated Financial Statements. There have been no significant changes in PacifiCorp's accounting policies or its assumptions regarding significant accounting estimates during the six-month period ended June 30, 2023, other than the updates associated with PacifiCorp's estimates of loss contingencies related to the Oregon and Northern California 2020 wildfires (the "2020 Wildfires") and the 2022 McKinney fire as discussed in Note 9.

(2)    Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash equivalents consist of funds invested in money market mutual funds, U.S. Treasury Bills and other investments with a maturity of three months or less when purchased. Cash and cash equivalents exclude amounts where availability is restricted by legal requirements, loan agreements or other contractual provisions. Restricted cash and cash equivalents consist substantially of funds representing vendor retention, nuclear decommissioning and custodial funds. A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	586	$	641
Restricted cash and cash equivalents included in other current assets	9		7
Restricted cash included in other assets	34		26
Total cash and cash equivalents and restricted cash and cash equivalents	$	629	$	674

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(3)    Property, Plant and Equipment, Net

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

		As of
		June 30,		December 31,
	Depreciable Life	2023		2022
Utility plant:
Generation	15 - 59 years	$	13,766	$	13,726
Transmission	60 - 90 years	8,096		8,051
Distribution	20 - 75 years	8,689		8,477
Intangible plant(1) and other	5 - 75 years	2,783		2,755
Utility plant in-service		33,334		33,009
Accumulated depreciation and amortization		(11,446)		(11,093)
Utility plant in-service, net		21,888		21,916
Nonregulated, net of accumulated depreciation and amortization	14 - 95 years	18		18
		21,906		21,934
Construction work-in-progress		3,582		2,496
Property, plant and equipment, net		$	25,488	$	24,430

(1)Computer software costs included in intangible plant are initially assigned a depreciable life of 5 to 10 years.

(4)    Recent Financing Transactions

Long-Term Debt

In May 2023, PacifiCorp issued $1.2 billion of its 5.50% First Mortgage Bonds due May 2054. PacifiCorp intends, within 24 months of the issuance date, to allocate an amount equal to the net proceeds to finance or refinance, in whole or in part, new or existing investments or expenditures made in one or more eligible projects in alignment with BHE's Green Financing Framework.

Credit Facilities

In June 2023, PacifiCorp amended its existing $1.2 billion unsecured credit facility expiring in June 2025. The amendment increased the lender commitment to $2.0 billion and extended the expiration date to June 2026. Additionally, in June 2023, PacifiCorp terminated its existing $800 million 364-day unsecured credit facility expiring in January 2024.

Common Shareholders' Equity

In January 2023, PacifiCorp declared a common stock dividend of $300 million, paid in February 2023, to PPW Holdings LLC.

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(5)    Income Taxes

The effective income tax rate for the six-month period ended June 30, 2023 of 91% results from a $140 million income tax benefit associated with a $154 million pre-tax loss primarily resulting from the $408 million pre-tax loss associated with the 2020 Wildfires described in Note 9. The $140 million income tax benefit is primarily comprised of a $32 million benefit (21%) from the application of the federal statutory income tax rate to the pre-tax loss, a $55 million benefit (36%) from federal income tax credits and a $34 million benefit (22%) from effects of ratemaking.

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
State income tax, net of federal income tax benefit	2		4		4		3
Federal income tax credits	(34)		(25)		36		(21)
Effects of ratemaking(1)	(26)		(13)		22		(11)
Valuation allowance	—		—		7		4
Other	(2)		2		1		1
Effective income tax rate	(39)	%	(11)	%	91	%	(3)	%

(1)Effects of ratemaking is primarily attributable to activity associated with excess deferred income taxes.

Income tax credits relate primarily to production tax credits ("PTC") from PacifiCorp's wind-powered generating facilities. Federal renewable electricity PTCs are earned as energy from qualifying wind-powered generating facilities is produced and sold and are based on a per-kilowatt hour rate pursuant to the applicable federal income tax law. Wind-powered generating facilities are eligible for the credits for 10 years from the date the qualifying generating facilities are placed in-service. PTCs recognized for the three-month periods ended June 30, 2023 and 2022, totaled $26 million and $18 million, respectively. PTCs recognized for the six-month periods ended June 30, 2023 and 2022, totaled $55 million and $44 million, respectively.

For the six-month period ended June 30, 2023, PacifiCorp released an $11 million valuation allowance related to state net operating loss carryforwards. For the six-month period ended June 30, 2022, PacifiCorp recorded an $8 million valuation allowance related to state net operating loss carryforwards.

Berkshire Hathaway includes BHE and its subsidiaries in its U.S. federal income tax return. Consistent with established regulatory practice, PacifiCorp's provision for federal and state income tax has been computed on a stand-alone basis, and substantially all of its currently payable or receivable income tax is remitted to or received from BHE. For the six-month periods ended June 30, 2023 and 2022, PacifiCorp received net cash payments for federal and state income tax from BHE totaling $205 million and $150 million, respectively. As of June 30, 2023, net income taxes payable to BHE were $55 million. As of December 31, 2022, net income taxes receivable from BHE were $84 million.

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(6)    Employee Benefit Plans

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Pension:
Interest cost	$	9	$	7	$	19	$	14
Expected return on plan assets	(12)		(11)		(24)		(21)
Net amortization	3		4		6		8
Net periodic benefit cost	$	—	$	—	$	1	$	1
Other postretirement:
Service cost	$	1	$	1	$	1	$	1
Interest cost	2		2		5		4
Expected return on plan assets	(4)		(3)		(7)		(5)
Net amortization	—		—		(1)		—
Net periodic benefit credit	$	(1)	$	—	$	(2)	$	—

Amounts other than the service cost for pension and other postretirement benefit plans are recorded in other, net on the Consolidated Statements of Operations. Employer contributions to the pension and other postretirement benefit plans are expected to be $4 million and $— million, respectively, during 2023. As of June 30, 2023, $2 million of contributions had been made to the pension plans.

(7)    Risk Management and Hedging Activities

PacifiCorp is exposed to the impact of market fluctuations in commodity prices and interest rates. PacifiCorp is principally exposed to electricity, natural gas, coal and fuel oil commodity price risk as it has an obligation to serve retail customer load in its service territories. PacifiCorp's load and generating facilities represent substantial underlying commodity positions. Exposures to commodity prices consist mainly of variations in the price of fuel required to generate electricity and wholesale electricity that is purchased and sold. Commodity prices are subject to wide price swings as supply and demand are impacted by, among many other unpredictable items, weather, market liquidity, generating facility availability, customer usage, storage, and transmission and transportation constraints. Interest rate risk exists on variable-rate debt and future debt issuances. PacifiCorp does not engage in a material amount of proprietary trading activities.

PacifiCorp has established a risk management process that is designed to identify, assess, manage and report on each of the various types of risk involved in its business. To mitigate a portion of its commodity price risk, PacifiCorp uses commodity derivative contracts, which may include forwards, futures, options, swaps and other agreements, to effectively secure future supply or sell future production generally at fixed prices. PacifiCorp manages its interest rate risk by limiting its exposure to variable interest rates primarily through the issuance of fixed-rate long-term debt and by monitoring market changes in interest rates. Additionally, PacifiCorp may from time to time enter into interest rate derivative contracts, such as interest rate swaps or locks, to mitigate PacifiCorp's exposure to interest rate risk. No interest rate derivatives were in place during the periods presented. PacifiCorp does not hedge all of its commodity price and interest rate risks, thereby exposing the unhedged portion to changes in market prices. Refer to Note 8 for additional information on derivative contracts.

66

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

	Derivative
	Contracts -				Other		Other
	Current		Other		Current		Long-term
	Assets		Assets		Liabilities		Liabilities		Total
As of June 30, 2023
Not designated as hedging contracts(1):
Commodity assets	$	57	$	—	$	6	$	5	$	68
Commodity liabilities	(6)		—		(36)		(17)		(59)
Total	51		—		(30)		(12)		9
Total derivatives	51		—		(30)		(12)		9
Cash collateral receivable (payable)	—		—		—		—		—
Total derivatives - net basis	$	51	$	—	$	(30)	$	(12)	$	9
As of December 31, 2022
Not designated as hedging contracts(1):
Commodity assets	$	279	$	27	$	9	$	3	$	318
Commodity liabilities	(22)		(7)		(14)		(5)		(48)
Total	257		20		(5)		(2)		270
Total derivatives	257		20		(5)		(2)		270
Cash collateral payable(2)	(73)		(5)		—		—		(78)
Total derivatives - net basis	$	184	$	15	$	(5)	$	(2)	$	192

(1)PacifiCorp's commodity derivatives are generally included in rates. As of June 30, 2023, a regulatory liability of $9 million was recorded related to the net derivative asset of $9 million. As of December 31, 2022, a regulatory liability of $270 million was recorded related to the net derivative asset of $270 million.

(2)As of December 31, 2022, PacifiCorp had an additional $12 million cash collateral payable that was not required to be netted against total derivatives.

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Beginning balance	$	(109)	$	(195)	$	(270)	$	(53)
Changes in fair value recognized in regulatory (liabilities) assets	102		(49)		92		(217)
Net losses reclassified to operating revenue	(2)		(8)		(8)		(11)
Net gains reclassified to energy costs	—		29		177		58
Ending balance	$	(9)	$	(223)	$	(9)	$	(223)

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Derivative Contract Volumes

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

	Unit of	June 30,	December 31,
	Measure	2023	2022
Electricity purchases, net	Megawatt hours	2	2
Natural gas purchases	Decatherms	145	127

Credit Risk

PacifiCorp is exposed to counterparty credit risk associated with wholesale energy supply and marketing activities with other utilities, energy marketing companies, financial institutions and other market participants. Credit risk may be concentrated to the extent PacifiCorp's counterparties have similar economic, industry or other characteristics and due to direct or indirect relationships among the counterparties. Before entering into a transaction, PacifiCorp analyzes the financial condition of each significant wholesale counterparty, establishes limits on the amount of unsecured credit to be extended to each counterparty and evaluates the appropriateness of unsecured credit limits on an ongoing basis. To further mitigate wholesale counterparty credit risk, PacifiCorp enters into netting and collateral arrangements that may include margining and cross-product netting agreements and obtains third‑party guarantees, letters of credit and cash deposits. If required, PacifiCorp exercises rights under these arrangements, including calling on the counterparty's credit support arrangement.

Collateral and Contingent Features

In accordance with industry practice, certain wholesale agreements, including derivative contracts, contain credit support provisions that in part base certain collateral requirements on credit ratings for senior unsecured debt as reported by one or more of the recognized credit rating agencies. These agreements may provide bilateral rights to demand cash or other security if credit exposures on a net basis exceed specified rating-dependent threshold levels ("credit-risk-related contingent features"). These agreements and other agreements that do not refer to specified rating-dependent threshold levels may provide the right for counterparties to demand "adequate assurance" if there is a material adverse change in PacifiCorp's creditworthiness. These rights can vary by contract and by counterparty. As of June 30, 2023, PacifiCorp's issuer credit ratings for its senior secured debt and its issuer credit ratings for senior unsecured debt from the recognized credit rating agencies were investment grade.

The aggregate fair value of PacifiCorp's derivative contracts in liability positions with specific credit-risk-related contingent features totaled $58 million and $48 million as of June 30, 2023 and December 31, 2022, respectively, for which PacifiCorp had posted collateral of $— million, in the form of cash deposits. If all credit-risk-related contingent features for derivative contracts in liability positions had been triggered as of June 30, 2023 and December 31, 2022, PacifiCorp would have been required to post $35 million and $3 million, respectively, of additional collateral. PacifiCorp's collateral requirements could fluctuate considerably due to market price volatility, changes in credit ratings, changes in legislation or regulation or other factors.

(8)    Fair Value Measurements

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

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

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

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

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

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Other(1)		Total
As of June 30, 2023:
Assets:
Commodity derivatives	$	—	$	68	$	—	$	(17)	$	51
Money market mutual funds	598		—		—		—		598
Investment funds	29		—		—		—		29
	$	627	$	68	$	—	$	(17)	$	678
Liabilities - Commodity derivatives	$	—	$	(59)	$	—	$	17	$	(42)
As of December 31, 2022:
Assets:
Commodity derivatives	$	—	$	318	$	—	$	(119)	$	199
Money market mutual funds	649		—		—		—		649
Investment funds	23		—		—		—		23
	$	672	$	318	$	—	$	(119)	$	871
Liabilities - Commodity derivatives	$	—	$	(48)	$	—	$	41	$	(7)

(1)Represents netting under master netting arrangements and a net cash collateral of $— million and a net cash collateral payable of $78 million as of June 30, 2023 and December 31, 2022, respectively. As of December 31, 2022, PacifiCorp had an additional $12 million cash collateral payable that was not required to be netted against total derivatives.

Derivative contracts are recorded on the Consolidated Balance Sheets as either assets or liabilities and are stated at estimated fair value unless they are designated as normal purchases or normal sales and qualify for the exception afforded by GAAP. A discounted cash flow valuation method was used to estimate fair value. When available, the fair value of derivative contracts is estimated using unadjusted quoted prices for identical contracts in the market in which PacifiCorp transacts. When quoted prices for identical contracts are not available, PacifiCorp uses forward price curves. Forward price curves represent PacifiCorp's estimates of the prices at which a buyer or seller could contract today for delivery or settlement at future dates. PacifiCorp bases its forward price curves upon market price quotations, when available, or internally developed and commercial models, with internal and external fundamental data inputs. Market price quotations are obtained from independent energy brokers, exchanges, direct communication with market participants and actual transactions executed by PacifiCorp. Market price quotations for certain major electricity and natural gas trading hubs are generally readily obtainable for the first three years; therefore, PacifiCorp's forward price curves for those locations and periods reflect observable market quotes. Market price quotations for other electricity and natural gas trading hubs are not as readily obtainable for the first three years. Given that limited market data exists for these contracts, as well as for those contracts that are not actively traded, PacifiCorp uses forward price curves derived from internal models based on perceived pricing relationships to major trading hubs that are based on unobservable inputs. The estimated fair value of these derivative contracts is a function of underlying forward commodity prices, interest rates, currency rates, related volatility, counterparty creditworthiness and duration of contracts. Refer to Note 7 for further discussion regarding PacifiCorp's risk management and hedging activities.

PacifiCorp's investments in money market mutual funds and investment funds are stated at fair value. When available, PacifiCorp uses a readily observable quoted market price or net asset value of an identical security in an active market to record the fair value. In the absence of a quoted market price or net asset value of an identical security, the fair value is determined using pricing models or net asset values based on observable market inputs and quoted market prices of securities with similar characteristics.

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

	As of June 30, 2023				As of December 31, 2022
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term debt	$	10,549	$	9,406	$	9,666	$	9,045

(9)    Commitments and Contingencies

Commitments

PacifiCorp has the following firm commitments that are not reflected on the Consolidated Balance Sheets.

Construction Commitments

During the six-month period ended June 30, 2023, PacifiCorp entered into build transfer agreements totaling $1.2 billion through 2025 for the construction of certain wind-powered generating facilities in Wyoming.

Fuel Contracts

During the six-month period ended June 30, 2023, PacifiCorp entered into certain coal supply agreements totaling $425 million through 2025.

Environmental Laws and Regulations

PacifiCorp is subject to federal, state and local laws and regulations regarding air quality, climate change, emissions performance standards, water quality, coal ash disposal, wildfire prevention and mitigation and other environmental matters that have the potential to impact its current and future operations. PacifiCorp believes it is in material compliance with all applicable laws and regulations.

Lower Klamath Hydroelectric Project

In November 2022, the Federal Energy Regulatory Commission ("FERC") issued a license surrender order for the Lower Klamath Project, which was accepted by the Klamath River Renewal Corporation ("KRRC") and the states of Oregon and California ("States") in December 2022, along with the transfer of the Lower Klamath Project dams. Although PacifiCorp no longer owns the Lower Klamath Project, PacifiCorp will continue to operate the facilities under an operation and maintenance agreement with the KRRC until each facility is ready for removal. Removal of the Copco No. 2 facility began in June 2023, and removal of the remaining three dams (J.C. Boyle, Copco No. 1 and Iron Gate) is anticipated to begin in 2024. The KRRC has $450 million in funding available for dam removal and restoration; $200 million collected from PacifiCorp's Oregon and California customers and $250 million in California bond funds. PacifiCorp and the States have also agreed to equally share cost overruns that may occur above the initial $450 million in funding. Specifically, PacifiCorp and the States have agreed to equally fund an initial $45 million contingency fund and equally share any additional costs above that amount to ensure dam removal and restoration is complete.

Legal Matters

PacifiCorp is party to a variety of legal actions, including litigation, arising out of the normal course of business, some of which assert claims for damages in substantial amounts and are described below. For certain legal actions, parties at times may seek to impose fines, penalties and other costs.

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Wildfires Overview

A provision for a loss contingency is recorded when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. PacifiCorp evaluates the related range of reasonably estimated losses and records a loss based on its best estimate within that range or the lower end of the range if there is no better estimate.

In California, under inverse condemnation, courts have held that investor-owned utilities can be liable for real and personal property damages from wildfires without the utility being found negligent and regardless of fault. California law also permits inverse condemnation plaintiffs to recover reasonable attorney fees and costs. In both Oregon and California, PacifiCorp has equipment in areas accessed through special use permits, easements or similar agreements that may contain provisions requiring it to pay for damages caused by its equipment regardless of fault. Even if inverse condemnation or other provisions do not apply, PacifiCorp could be found liable for all damages.

2020 Wildfires

In September 2020, a severe weather event resulting in high winds, low humidity and warm temperatures contributed to several major wildfires, which resulted in real and personal property and natural resource damage, personal injuries and loss of life and widespread power outages in Oregon and Northern California. The wildfires spread across certain parts of PacifiCorp's service territory and surrounding areas across multiple counties in Oregon and California, including Siskiyou County, California; Jackson County, Oregon; Douglas County, Oregon; Marion County, Oregon; Lincoln County, Oregon; and Klamath County, Oregon, burning over 500,000 acres in aggregate. Third-party reports for these wildfires indicate over 2,000 structures destroyed, including residences; several structures damaged; multiple individuals injured; and several fatalities.

Investigations into the cause and origin of each wildfire are complex and ongoing and being conducted by various entities, including the U.S. Forest Service, the California Public Utilities Commission, the Oregon Department of Forestry, the Oregon Department of Justice, PacifiCorp and various experts engaged by PacifiCorp.

As of the date of this filing, numerous lawsuits on behalf of plaintiffs related to the 2020 Wildfires have been filed in Oregon and California, including a class action complaint in Oregon for which the jury issued a verdict for the 17 named plaintiffs in June 2023 as described below. The plaintiffs seek damages for economic losses, noneconomic losses, including mental suffering, emotional distress, personal injury and loss of life, punitive damages, other damages and attorneys' fees. Several insurance carriers have filed subrogation complaints in Oregon and California with allegations similar to those made in the aforementioned lawsuits. Additionally, certain governmental agencies have informed PacifiCorp that they are contemplating filing actions in connection with certain of the Oregon 2020 Wildfires. Amounts sought in the lawsuits, complaints and demands filed in Oregon total over $7 billion, excluding any doubling or trebling of damages included in the complaints. Generally, the complaints filed in California do not specify damages sought and are not included in this amount. Final determinations of liability will only be made following the completion of comprehensive investigations, litigation or similar processes, the outcome of which, if adverse, could, in the aggregate, have a material adverse effect on PacifiCorp's financial condition.

On September 30, 2020, a class action complaint against PacifiCorp was filed, captioned Jeanyne James et al. v. PacifiCorp et al, in Multnomah County Circuit Court, Oregon (the "James case"). The complaint was filed by Oregon residents and businesses who seek to represent a class of all Oregon citizens and entities whose real or personal property was harmed beginning on September 7, 2020, by wildfires in Oregon allegedly caused by PacifiCorp. In November 2021, the plaintiffs filed an amended complaint to limit the class to include Oregon citizens allegedly impacted by the Santiam Canyon, Echo Mountain Complex, South Obenchain and Two Four Two wildfires. In May 2022, the Multnomah County Circuit Court granted issue class certification and consolidated the James case with several other cases. While PacifiCorp requested an immediate appeal of the issue class certification, the Oregon Court of Appeals denied the request. In April 2023, the jury trial for the James case with respect to 17 named plaintiffs began in Multnomah County Circuit Court. In June 2023, the jury issued its verdict finding PacifiCorp liable to the 17 individual plaintiffs and to the class with respect to the four wildfires. The jury awarded the 17 named plaintiffs $90 million of damages, including $4 million of economic and property damages, $68 million of noneconomic damages and $18 million of punitive damages based on a 0.25 multiplier of the economic and noneconomic damages. No judgment has been entered by the Multnomah County Circuit Court and no determination has been made as to the timing, process and procedures that will be used to adjudicate individual class member damages. PacifiCorp intends to vigorously appeal the jury's findings and damage awards, including whether the case can proceed as a class action. The appeals process and further actions could take several years.

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Based on the facts and circumstances available to PacifiCorp as of the date of this filing, which includes the status of the verdict in the James case with respect to the 17 named plaintiffs, other litigation and recent settlements, PacifiCorp has accrued cumulative estimated probable losses associated with the 2020 Wildfires of $1,018 million through June 30, 2023. PacifiCorp's cumulative accrual includes estimates of probable losses for fire suppression costs, real and personal property damages, natural resource damages for certain areas and noneconomic damages such as personal injury damages and loss of life damages that are considered probable of being incurred and that it is reasonably able to estimate at this time. For certain aspects of the 2020 Wildfires for which loss is considered probable, information necessary to reasonably estimate the potential losses, such as those related to certain areas of natural resource damages, is not currently available.

It is reasonably possible PacifiCorp will incur material additional losses beyond the amounts accrued that could have a material adverse effect on PacifiCorp's financial condition; however, PacifiCorp is currently unable to reasonably estimate the range of possible additional losses that could be incurred due to the number of properties and parties involved, including claimants in the class to the James case, the variation in those types of properties and lack of available details and the ultimate outcome of legal actions.

The following table presents changes in PacifiCorp's liability for estimated losses associated with the 2020 Wildfires (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Beginning balance	$	824	$	252	$	424	$	252
Accrued losses	141		225		541		225
Payments	(17)		—		(17)		—
Ending balance	$	948	$	477	$	948	$	477

PacifiCorp's receivable for expected insurance recoveries associated with the probable losses was $379 million and $246 million, respectively, as of June 30, 2023 and December 31, 2022. During the three- and six-month periods ended June 30, 2023, PacifiCorp recognized probable losses net of expected insurance recoveries associated with the 2020 Wildfires of $49 million and $408 million, respectively. During the three- and six-month periods ended June 30, 2022, PacifiCorp recognized probable losses net of expected insurance recoveries associated with the 2020 Wildfires of $64 million and $64 million, respectively. The net losses are included in operations and maintenance on the Consolidated Statements of Operations. No additional insurance recoveries beyond those accrued to date are expected to be available for the 2020 Wildfires.

2022 McKinney Fire

According to the California Department of Forestry and Fire Protection, on July 29, 2022, a wildfire began in the Oak Knoll Ranger District of the Klamath National Forest in Siskiyou County, California (the "2022 McKinney Fire") located in PacifiCorp's service territory. Third-party reports indicate that the 2022 McKinney Fire resulted in 11 structures damaged, 185 structures destroyed, 12 injuries and four fatalities and consumed 60,000 acres. The cause of the 2022 McKinney Fire is undetermined and remains under investigation by the U.S. Forest Service.

Due to the preliminary nature of the investigation, PacifiCorp does not believe a loss is probable and therefore has not accrued any loss as of the date of this filing. While the loss is not probable, PacifiCorp estimates the potential loss, excluding losses for natural resource damages, to be $31 million, net of expected insurance recoveries. The loss estimate includes PacifiCorp's estimate of losses for fire suppression costs; real and personal property damages; and noneconomic damages such as personal injury damages and loss of life damages. PacifiCorp is unable to estimate the total potential loss, including losses for natural resource damages, because there are a number of unknown facts and legal considerations that may impact the amount of any potential liability, including the total scope and nature of claims that may be asserted against PacifiCorp. PacifiCorp has insurance available and estimates the potential insurance recoveries to be $103 million, to cover potential losses.

As of the date of this filing, multiple lawsuits have been filed in California on behalf of plaintiffs related to the 2022 McKinney Fire. The plaintiffs seek damages for economic losses, noneconomic losses, including mental suffering, emotional distress, personal injury and loss of life, punitive damages, other damages and attorneys' fees, but the amount of damages sought is not specified. Final determinations of liability, however, will only be made following the completion of comprehensive investigations and litigation processes.

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Guarantees

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

(10)    Revenue from Contracts with Customers

The following table summarizes PacifiCorp's revenue from contracts with customers ("Customer Revenue") by line of business, with further disaggregation of retail by customer class (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Customer Revenue:
Retail:
Residential	$	450	$	417	$	1,035	$	922
Commercial	429		393		859		763
Industrial	270		277		560		550
Other retail	83		80		127		117
Total retail	1,232		1,167		2,581		2,352
Wholesale	26		55		87		110
Transmission	34		45		72		77
Other Customer Revenue	24		28		56		48
Total Customer Revenue	1,316		1,295		2,796		2,587
Other revenue	11		19		15		24
Total operating revenue	$	1,327	$	1,314	$	2,811	$	2,611

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

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

Results of Operations for the Second Quarter and First Six Months of 2023 and 2022

Overview

Net income for the second quarter of 2023 was $106 million, an increase of $24 million compared to 2022 net income of $82 million. The increase in net income was primarily due to lower other expense and higher income tax benefit, partially offset by increased operations and maintenance expense primarily driven by higher wildfire mitigation costs and legal fees. Utility margin was relatively flat at $2 million favorable primarily due to higher retail prices, lower coal-fueled generation volumes, higher net power costs deferrals and lower natural gas-fueled generation prices, partially offset by higher purchased electricity costs from higher volumes and prices, lower wholesale volumes, higher coal-fueled generation prices, lower retail volumes, lower wheeling revenue and higher natural gas-fueled generation volumes. Retail customer volumes decreased 2.2%, primarily due to lower customer usage, partially offset by an increase in the average number of customers. Energy generated decreased 22% for the second quarter of 2023 compared to 2022 primarily due to lower coal-fueled and wind-powered generation volumes, partially offset by higher natural gas-fueled and hydroelectric generation volumes. Wholesale electricity sales volumes decreased 52% and purchased electricity volumes increased 45%.

Net loss for the first six months of 2023 was $14 million, a decrease of $226 million compared to 2022 net income of $212 million. The decrease in net income was primarily due to increased operations and maintenance expense largely due to an increase to estimated losses associated with the 2020 Wildfires, net of expected insurance recoveries, partially offset by higher income tax benefit, lower other expense and higher utility margin. Utility margin increased primarily due to higher retail prices and volumes, higher net power cost deferrals, lower coal-fueled generation volumes and higher average wholesale market prices, partially offset by higher purchased electricity costs from higher volumes and prices, higher natural gas-fueled generation costs from higher prices and volumes, lower wholesale volumes and higher coal-fueled generation prices. Retail customer volumes increased 0.6%, primarily due to favorable impacts of weather, higher commercial and residential customer usage and an increase in the average number of customers, partially offset by lower industrial and irrigation customer usage. Energy generated decreased 14% for the first six months of 2023 compared to 2022 primarily due to lower coal-fueled, wind-powered and hydroelectric generation volumes, partially offset by higher natural gas-fueled volumes. Wholesale electricity sales volumes decreased 49% and purchased electricity volumes increased 37%.

Non-GAAP Financial Measure

Management utilizes various key financial measures that are prepared in accordance with GAAP, as well as non-GAAP financial measures such as utility margin, to help evaluate results of operations. Utility margin is calculated as operating revenue less cost of fuel and energy, which are captions presented on the Consolidated Statements of Operations.

PacifiCorp's cost of fuel and energy is generally recovered from its customers through regulatory recovery mechanisms and as a result, changes in PacifiCorp's revenue are comparable to changes in such expenses. As such, management believes utility margin more appropriately and concisely explains profitability rather than a discussion of revenue and cost of fuel and energy separately. Management believes the presentation of utility margin provides meaningful and valuable insight into the information management considers important to running the business and a measure of comparability to others in the industry.

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Utility margin is not a measure calculated in accordance with GAAP and should be viewed as a supplement to and not a substitute for operating income which is the most comparable financial measure prepared in accordance with GAAP. The following table provides a reconciliation of utility margin to operating income (in millions):

	Second Quarter								First Six Months
	2023		2022		Change				2023		2022		Change
Utility margin:
Operating revenue	$	1,327	$	1,314	$	13	1	%	$	2,811	$	2,611	$	200	8	%
Cost of fuel and energy	462		451		11		2		1,076		916		160		17
Utility margin	865		863		2		—		1,735		1,695		40		2
Operations and maintenance	403		375		28		7		1,108		652		456		70
Depreciation and amortization	279		279		—		—		558		559		(1)		—
Property and other taxes	52		51		1		2		105		110		(5)		(5)
Operating income (loss)	$	131	$	158	$	(27)	(17)	%	$	(36)	$	374	$	(410)	(110)	%

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Utility Margin

A comparison of key operating results related to utility margin is as follows:

	Second Quarter								First Six Months
	2023		2022		Change				2023		2022		Change
Utility margin (in millions):
Operating revenue	$	1,327	$	1,314	$	13	1	%	$	2,811	$	2,611	$	200	8	%
Cost of fuel and energy	462		451		11		2		1,076		916		160		17
Utility margin	$	865	$	863	$	2	—	%	$	1,735	$	1,695	$	40	2	%
Sales (GWhs):
Residential	3,809		3,854		(45)		(1)	%	8,911		8,618		293		3	%
Commercial	4,794		4,633		161		3		9,777		9,183		594		6
Industrial, irrigation and other	4,444		4,849		(405)		(8)		8,653		9,372		(719)		(8)
Total retail	13,047		13,336		(289)		(2)		27,341		27,173		168		1
Wholesale	601		1,245		(644)		(52)		1,426		2,798		(1,372)		(49)
Total sales	13,648		14,581		(933)		(6)	%	28,767		29,971		(1,204)		(4)	%
Average number of retail customers  (in thousands)	2,065		2,033		32		2	%	2,061		2,029		32		2	%
Average revenue per MWh:
Retail	$	94.61	$	88.14	$	6.47	7	%	$	94.20	$	86.77	$	7.43	9	%
Wholesale	$	55.81	$	51.53	$	4.28	8	%	$	73.54	$	44.64	$	28.90	65	%
Heating degree days	1,314		1,736		(422)		(24)	%	6,519		6,481		38		1	%
Cooling degree days	456		406		50		12	%	456		411		45		11	%
Sources of energy (GWhs)(1):
Coal	3,594		6,260		(2,666)		(43)	%	9,149		13,171		(4,022)		(31)	%
Natural gas	3,108		2,747		361		13		7,063		5,862		1,201		20
Wind(2)	1,445		1,817		(372)		(20)		3,528		4,209		(681)		(16)
Hydroelectric and other(2)	1,111		1,033		78		8		1,923		2,017		(94)		(5)
Total energy generated	9,258		11,857		(2,599)		(22)		21,663		25,259		(3,596)		(14)
Energy purchased	5,382		3,717		1,665		45		9,510		6,940		2,570		37
Total	14,640		15,574		(934)		(6)	%	31,173		32,199		(1,026)		(3)	%
Average cost of energy per MWh:
Energy generated(3)	$	21.20	$	21.90	$	(0.70)	(3)	%	$	25.29	$	20.27	$	5.02	25	%
Energy purchased	$	57.49	$	48.92	$	8.57	18	%	$	66.27	$	51.97	$	14.30	28	%

(1)    GWh amounts are net of energy used by the related generating facilities.

(2)    All or some of the renewable energy attributes associated with generation from these sources may be: (a) used in future years to comply with RPS or other regulatory requirements or (b) sold to third parties in the form of Renewable Energy Credits or other environmental commodities.

(3)    The average cost per MWh of energy generated includes only the cost of fuel associated with the generating facilities.

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Quarter Ended June 30, 2023 compared to Quarter Ended June 30, 2022

Utility margin increased $2 million for the second quarter of 2023 compared to 2022 primarily due to:

•$59 million increase in retail revenue due to higher average prices, partially offset by lower volumes. Retail customer volumes decreased 2.2%, primarily due to unfavorable industrial customer usage across all states, except California, unfavorable irrigation customer usage across all states, unfavorable Oregon residential customer usage and unfavorable Utah residential weather related impacts, partially offset by favorable Oregon, Utah and Wyoming commercial customer usage, favorable increase in the average number of residential and commercial customers across all states, except California, and favorable Oregon and Washington weather related impacts;

•$51 million of higher deferred net power costs net of amortization of previous deferrals in accordance with established adjustment mechanisms;

•$35 million of lower natural gas-fueled generation costs primarily due to lower average market prices, partially offset by higher volumes; and

•$31 million of lower coal-fueled generation costs primarily due to lower volumes, partially offset by higher average prices.

The increases above were partially offset by:

•$128 million of higher purchased electricity costs from higher volumes and higher average market prices;

•$31 million decrease in wholesale revenue primarily due to lower volumes, partially offset by higher average market prices; and

•$14 million of lower other revenue primarily due to lower wheeling revenue and lower revenues associated with sales of greenhouse gas allowances.

Operations and maintenance increased $28 million, or 7% for the second quarter of 2023 compared to 2022 primarily due to $16 million of higher wildfire mitigation costs, including vegetation management and amortization of amounts previously deferred in Oregon, $12 million of higher legal fees primarily related to wildfire matters, $7 million of higher demand-side management amortization expense (offset in retail revenue), $6 million of increased bad debt expense and $4 million of higher insurance costs related to wildfire coverage, partially offset by $15 million of lower current year accruals associated with the 2020 Wildfires, net of expected insurance recoveries, and lower plant operations and maintenance costs.

Interest expense increased $27 million, or 25%, for the second quarter of 2023 compared to 2022 primarily due to higher average long-term debt balances.

Allowance for borrowed and equity funds increased $29 million for the second quarter of 2023 compared to 2022 primarily due to higher qualified construction work-in-progress balances.

Interest and dividend income increased $19 million for the second quarter of 2023 compared to 2022 primarily due to the recording of interest on higher deferred net power cost balances and higher investment income due to higher average interest rates on temporary cash investment balances.

Other, net increased $8 million for the second quarter of 2023 compared to 2022 primarily due to higher cash surrender values of Supplemental Executive Retirement Plan life insurance policies driven by market increases and a favorable change in deferred compensation and long-term incentive plan primarily due to market movements (offset in operations and maintenance expense).

Income tax benefit increased $22 million for the second quarter of 2023 compared to 2022 and the effective tax rate was (39)% for 2023 and (11)% for 2022. The effective tax rate decreased primarily as a result of increased PTCs from PacifiCorp's wind-powered generating facilities and a higher benefit from effects of ratemaking.

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First Six Months of 2023 compared to First Six Months of 2022

Utility margin increased $40 million, or 2%, for the first six months of 2023 compared to 2022 primarily due to:

•$218 million increase in retail revenue due to higher average prices and volumes. Retail customer volumes increased 0.6%, primarily due to favorable Utah and Oregon commercial customer usage, favorable weather related impacts across the western states, favorable changes in the average number of residential and commercial customers across the service territory, mainly in Utah and Oregon, and favorable Utah residential customer usage, partially offset by unfavorable industrial customer usage across all states, unfavorable irrigation customer usage across all states and unfavorable Oregon residential customer usage;

•$149 million higher deferred net power costs net of amortization of previous deferrals in accordance with established adjustment mechanisms; and

•$40 million of lower coal-fueled generation costs due to lower volumes, partially offset by higher average prices.

The increases above were partially offset by:

•$270 million of higher purchased electricity costs from higher volumes and higher average market prices;

•$74 million of higher natural gas-fueled generation costs due to higher average market prices and higher volumes; and

•$20 million decrease in wholesale revenue primarily due to lower volumes, partially offset by higher average market prices.

Operations and maintenance increased $456 million, or 70%, for the first six months of 2023 compared to 2022 primarily due to a $344 million increase in loss accruals, net of expected insurance recoveries, associated with the 2020 Wildfires, $37 million of higher wildfire mitigation costs, including vegetation management and amortization of amounts previously deferred in Oregon, $16 million of higher legal fees primarily related to wildfire matters, $16 million of higher plant operations and maintenance costs, $15 million of higher demand-side management amortization expense (offset in retail revenue), $10 million of higher labor and benefit expenses, $6 million of increased bad debt expense and $6 million of higher insurance costs related to wildfire coverage.

Property and other taxes decreased $5 million, or 5%, for the first six months of 2023 compared to 2022 primarily due to lower property tax rates in Utah.

Interest expense increased $45 million, or 21%, for the first six months of 2023 compared to 2022 primarily due to higher average long-term debt balances.

Allowance for borrowed and equity funds increased $50 million for the first six months of 2023 compared to 2022 primarily due to higher qualified construction work-in-progress balances.

Interest and dividend income increased $31 million for the first six months of 2023 compared to 2022 primarily due to the recording of interest on higher deferred net power cost balances and higher investment income due to higher average interest rates on temporary cash investment balances.

Other, net increased $14 million for the first six months of 2023 compared to 2022 primarily due to higher cash surrender values of Supplemental Executive Retirement Plan life insurance policies driven by market increases and a favorable change in deferred compensation and long-term incentive plan primarily due to market movements (offset in operations and maintenance expense).

Income tax benefit increased $134 million for the first six months of 2023 compared to 2022 and the effective tax rate was 91% for 2023 and (3)% for 2022. The $134 million increase is primarily due to the increase in loss accruals, net of expected insurance recoveries, associated with the 2020 Wildfires, higher PTCs from PacifiCorp's wind-powered generating facilities, higher benefit from effects of ratemaking and the release of a valuation allowance on state net operating loss carryforwards in 2023 compared to the establishment of a state valuation allowance in 2022.

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Liquidity and Capital Resources

As of June 30, 2023, PacifiCorp's total net liquidity was as follows (in millions):

Cash and cash equivalents	$	586
Credit facilities	2,000
Less:
Tax-exempt bond support and letters of credit	(249)
Net credit facilities	1,751
Total net liquidity	$	2,337
Credit facilities:
Maturity dates	2026

Operating Activities

Net cash flows from operating activities for the six-month periods ended June 30, 2023 and 2022, were $907 million and $1,213 million, respectively. The decrease is primarily due to higher wholesale and fuel purchases and collateral returned to counterparties, partially offset by higher collections from retail customers.

The timing of PacifiCorp's income tax cash flows from period to period can be significantly affected by the estimated federal income tax payment methods and assumptions made for each payment date.

Investing Activities

Net cash flows from investing activities for the six-month periods ended June 30, 2023 and 2022, were $(1,529) million and $(888) million, respectively. The change is primarily due to an increase in capital expenditures of $635 million. Refer to "Future Uses of Cash" for discussion of capital expenditures.

Financing Activities

Net cash flows from financing activities for the six-month period ended June 30, 2023, were $577 million. Sources of cash consisted of net proceeds from the issuance of long-term debt of $1.2 billion. Uses of cash consisted primarily of $309 million for the repayment of long-term debt and $300 million for common stock dividends paid to PPW Holdings LLC.

Net cash flows from financing activities for the six-month period ended June 30, 2022, were $(111) million. Uses of cash consisted primarily of $100 million for common stock dividends paid to PPW Holdings LLC and $9 million for the repayment of long-term debt.

Short-term Debt

Regulatory authorities limit PacifiCorp to $2.0 billion of short-term debt. As of June 30, 2023 and December 31, 2022, PacifiCorp had no short-term debt outstanding.

Debt Authorizations

PacifiCorp currently has regulatory authority from the OPUC and the Idaho Public Utilities Commission to issue an additional $3.8 billion of long-term debt. PacifiCorp must make a notice filing with the WUTC prior to any future issuance. PacifiCorp currently has an effective shelf registration statement with the SEC to issue an indeterminate amount of first mortgage bonds through September 2023.

Common Shareholders' Equity

In January 2023, PacifiCorp declared a common stock dividend of $300 million, paid in February 2023, to PPW Holdings LLC.

79

Future Uses of Cash

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

Capital Expenditures

PacifiCorp has significant future capital requirements. Capital expenditure needs are reviewed regularly by management and may change significantly as a result of these reviews, which may consider, among other factors, impacts to customer rates; changes in environmental and other rules and regulations; outcomes of regulatory proceedings, including regulatory filings for Certificates of Public Convenience and Necessity; outcomes of legal actions associated with the 2020 Wildfires; changes in income tax laws; general business conditions; new customer requests; load projections; system reliability standards; the cost and efficiency of construction labor, equipment and materials; commodity prices; and the cost and availability of capital.

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

	Six-Month Periods				Annual
	Ended June 30,				Forecast
	2022		2023		2023
Wind generation	$	14	$	373	$	833
Electric distribution	296		421		889
Electric transmission	413		448		1,375
Solar generation	—		1		21
Electric battery and pumped hydro storage	3		2		6
Other	168		284		470
Total	$	894	$	1,529	$	3,594

PacifiCorp has included estimates for new renewable and carbon free generation resources, conversion of certain coal-fueled units to natural gas-fueled units, energy storage assets and associated transmission assets in its forecast capital expenditures based on its IRP. These estimates are likely to change as a result of the associated RFP process. PacifiCorp's historical and forecast capital expenditures include the following:

•Wind generation includes both growth projects and operating expenditures. Growth projects include construction of new wind-powered generating facilities and construction at existing wind-powered generating facility sites acquired from third parties totaling $366 million and $11 million for the six-month periods ended June 30, 2023 and 2022, respectively. Planned spending for the construction of additional wind-powered generating facilities and those at acquired sites totals $444 million for the remainder of 2023 and is primarily for the Rock Creek I and Rock Creek II projects to be constructed in Wyoming totaling 590 MWs that are expected to be placed in-service in 2024 and 2025.

•Electric distribution includes both growth projects and operating expenditures. Operating expenditures include spending on wildfire mitigation. Expenditures for wildfire mitigation totaled $96 million and $50 million for the six-month periods ended June 30, 2023 and 2022, respectively. Planned spending for wildfire mitigation totals $109 million for the remainder of 2023. The remaining investments primarily relate to expenditures for new connections and distribution operations.

•Electric transmission includes both growth projects and operating expenditures. Transmission growth investments primarily reflect costs associated with Energy Gateway Transmission segments that are expected to be placed in-service in 2024 through 2028. Expenditures for these projects totaled $313 million and $297 million for the six-month periods ended June 30, 2023 and 2022, respectively. Planned spending for these Energy Gateway Transmission segments totals $667 million for the remainder of 2023.

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•Other includes both growth projects and operating expenditures. Expenditures for information technology totaled $89 million and $77 million for the six-month periods ended June 30, 2023 and 2022, respectively. Planned information technology spending totals $119 million for the remainder of 2023. The remaining investments relate to operating projects that consist of routine expenditures for generation and other infrastructure needed to serve existing and expected demand.

Energy Supply Planning

As required by certain state regulations, PacifiCorp uses an IRP to develop a long-term resource plan to ensure that PacifiCorp can continue to provide reliable and cost-effective electric service to its customers while maintaining compliance with existing and evolving environmental laws and regulations. PacifiCorp files its IRP biennially with the state commissions in each of the six states where PacifiCorp operates. Five states indicate whether the IRP meets the state commission's IRP standards and guidelines, a process referred to as "acknowledgment" in some states. Acknowledgment by a state commission does not address cost recovery or prudency of resources ultimately selected.

In March 2023, PacifiCorp filed its 2023 IRP in Idaho, Oregon and Wyoming. The March 2023 filing was considered informational in Utah. A 60-day post-filing extended comment period was added to the 2023 IRP to provide opportunity for additional stakeholder feedback. Responsive to feedback from the extended comment period, PacifiCorp filed its 2023 IRP (Amended Final) report on May 31, 2023.

The 2023 IRP is off cycle with regard to Washington's four-year IRP cycle and has instead been filed in that state as the "Washington Two-Year Progress Report," aligned with the Clean Energy Transformation Act requirements.

Requests for Proposals

PacifiCorp issues individual RFPs to procure resources identified in the IRP or resources driven by customer demands and regulatory policy changes. The IRP and the RFPs provide for the identification and staged procurement of resources to meet load or state-specific compliance obligations. Depending upon the specific RFP, applicable laws and regulations may require PacifiCorp to file draft RFPs with the UPSC, the OPUC and the WUTC. Approval by the UPSC, the OPUC or the WUTC may be required depending on the nature of the RFPs.

PacifiCorp's most recent RFP, the 2022 All-Source RFP, was issued to market in April 2022. In December 2022, PacifiCorp bid 12 eligible self-build (benchmark) resources and in March 2023, PacifiCorp received 302 bids from 74 developers and 93 different projects sites across six states. A final shortlist is expected by the end of 2023 with resources contracted through the first half of 2024. PacifiCorp may issue another or an expanded all-source RFP in connection with the 2023 IRP during the first half of 2024.

Material Cash Requirements

As of June 30, 2023, there have been no material changes in cash requirements from the information provided in Item 7 of PacifiCorp's Annual Report on Form 10-K for the year ended December 31, 2022, other than those disclosed in Note 9 of the Notes to Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.

Regulatory Matters

PacifiCorp is subject to comprehensive regulation. Refer to "Regulatory Matters" in Berkshire Hathaway Energy's Part I, Item 2 of this Form 10-Q for discussion regarding PacifiCorp's current regulatory matters.

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Environmental Laws and Regulations

PacifiCorp is subject to federal, state and local laws and regulations regarding air quality, climate change, emissions performance standards, water quality, coal ash disposal and other environmental matters that have the potential to impact PacifiCorp's current and future operations. In addition to imposing continuing compliance obligations, these laws and regulations provide regulators with the authority to levy substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. These laws and regulations are administered by various federal, state and local agencies. PacifiCorp believes it is in material compliance with all applicable laws and regulations, although many are subject to interpretation that may ultimately be resolved by the courts. Environmental laws and regulations continue to evolve, and PacifiCorp is unable to predict the impact of the changing laws and regulations on its operations and financial results.

Refer to "Environmental Laws and Regulations" in Berkshire Hathaway Energy's Part I, Item 2 of this Form 10-Q for additional information regarding environmental laws and regulations.

Critical Accounting Estimates

Certain accounting measurements require management to make estimates and judgments concerning transactions that will be settled several years in the future. Amounts recognized on the Consolidated Financial Statements based on such estimates involve numerous assumptions subject to varying and potentially significant degrees of judgment and uncertainty and will likely change in the future as additional information becomes available. Estimates are used for, but not limited to, the accounting for the effects of certain types of regulation, pension and other postretirement benefits, income taxes, revenue recognition-unbilled revenue and wildfire loss contingencies. For additional discussion of PacifiCorp's critical accounting estimates, see Item 7 of PacifiCorp's Annual Report on Form 10-K for the year ended December 31, 2022. There have been no significant changes in PacifiCorp's assumptions regarding critical accounting estimates since December 31, 2022. Refer to Note 9 of the Notes to Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for updates regarding the wildfire loss contingency estimates.

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MidAmerican Funding, LLC and its subsidiaries and MidAmerican Energy Company

Consolidated Financial Section

83

PART I

Item 1.Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of

MidAmerican Energy Company

Results of Review of Interim Financial Information

We have reviewed the accompanying balance sheet of MidAmerican Energy Company ("MidAmerican Energy") as of June 30, 2023, the related statements of operations and changes in shareholder's equity for the three-month and six-month periods ended June 30, 2023 and 2022, and of cash flows for the six-month periods ended June 30, 2023 and 2022, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the balance sheet of MidAmerican Energy as of December 31, 2022, and the related statements of operations, changes in shareholder's equity, and cash flows for the year then ended (not presented herein); and in our report dated February 24, 2023, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2022, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of MidAmerican Energy's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to MidAmerican Energy in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

/s/ Deloitte & Touche LLP

Des Moines, Iowa

August 4, 2023

84

MIDAMERICAN ENERGY COMPANY

BALANCE SHEETS (Unaudited)

(Amounts in millions)

	As of
	June 30,		December 31,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	454	$	258
Trade receivables, net	329		536
Income tax receivable	7		42
Inventories	320		277
Prepayments	107		91
Other current assets	30		66
Total current assets	1,247		1,270
Property, plant and equipment, net	21,145		21,091
Regulatory assets	603		550
Investments and restricted investments	980		902
Other assets	168		165
Total assets	$	24,143	$	23,978

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

85

MIDAMERICAN ENERGY COMPANY

BALANCE SHEETS (Unaudited) (continued)

(Amounts in millions)

	As of
	June 30,		December 31,
	2023		2022
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable	$	384	$	536
Accrued interest	83		85
Accrued property, income and other taxes	242		170
Current portion of long-term debt	253		317
Other current liabilities	133		93
Total current liabilities	1,095		1,201
Long-term debt	7,415		7,412
Regulatory liabilities	816		1,119
Deferred income taxes	3,503		3,433
Asset retirement obligations	782		683
Other long-term liabilities	508		485
Total liabilities	14,119		14,333
Commitments and contingencies (Note 9)
Shareholder's equity:
Common stock - 350 shares authorized, no par value, 71 shares issued and outstanding	—		—
Additional paid-in capital	561		561
Retained earnings	9,463		9,084
Total shareholder's equity	10,024		9,645
Total liabilities and shareholder's equity	$	24,143	$	23,978

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

86

MIDAMERICAN ENERGY COMPANY

STATEMENTS OF OPERATIONS (Unaudited)

(Amounts in millions)

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue:
Regulated electric	$	661	$	725	$	1,252	$	1,333
Regulated natural gas and other	98		172		427		569
Total operating revenue	759		897		1,679		1,902
Operating expenses:
Cost of fuel and energy	113		174		228		299
Cost of natural gas purchased for resale and other	46		120		282		418
Operations and maintenance	216		200		421		392
Depreciation and amortization	226		277		460		527
Property and other taxes	40		36		82		76
Total operating expenses	641		807		1,473		1,712
Operating income	118		90		206		190
Other income (expense):
Interest expense	(81)		(78)		(161)		(156)
Allowance for borrowed funds	4		5		8		9
Allowance for equity funds	13		14		24		29
Other, net	15		(12)		31		(15)
Total other income (expense)	(49)		(71)		(98)		(133)
Income before income tax expense (benefit)	69		19		108		57
Income tax expense (benefit)	(167)		(188)		(370)		(394)
Net income	$	236	$	207	$	478	$	451

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

87

MIDAMERICAN ENERGY COMPANY

STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY (Unaudited)

(Amounts in millions)

	Common Stock		Additional Paid-in Capital		Retained Earnings		Total Shareholder's Equity
Balance, March 31, 2022	$	—	$	561	$	8,643	$	9,204
Net income	—		—		207		207
Balance, June 30, 2022	$	—	$	561	$	8,850	$	9,411
Balance, December 31, 2021	$	—	$	561	$	8,399	$	8,960
Net income	—		—		451		451
Balance, June 30, 2022	$	—	$	561	$	8,850	$	9,411
Balance, March 31, 2023	$	—	$	561	$	9,227	$	9,788
Net income	—		—		236		236
Balance, June 30, 2023	$	—	$	561	$	9,463	$	10,024
Balance, December 31, 2022	$	—	$	561	$	9,084	$	9,645
Net income	—		—		478		478
Common stock dividend	—		—		(100)		(100)
Other equity transactions	—		—		1		1
Balance, June 30, 2023	$	—	$	561	$	9,463	$	10,024

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

88

MIDAMERICAN ENERGY COMPANY

STATEMENTS OF CASH FLOWS (Unaudited)

(Amounts in millions)

	Six-Month Periods
	Ended June 30,
	2023		2022
Cash flows from operating activities:
Net income	$	478	$	451
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	460		527
Amortization of utility plant to other operating expenses	16		19
Allowance for equity funds	(24)		(29)
Deferred income taxes and investment tax credits, net	46		58
Settlements of asset retirement obligations	(15)		(28)
Other, net	3		33
Changes in other operating assets and liabilities:
Trade receivables and other assets	203		2
Inventories	(43)		8
Accrued property, income and other taxes, net	107		94
Accounts payable and other liabilities	(106)		(10)
Net cash flows from operating activities	1,125		1,125
Cash flows from investing activities:
Capital expenditures	(763)		(862)
Purchases of marketable securities	(95)		(214)
Proceeds from sales of marketable securities	81		210
Other, net	10		6
Net cash flows from investing activities	(767)		(860)
Cash flows from financing activities:
Common stock dividend	(100)		—
Repayments of long-term debt	(65)		—
Other, net	(1)		(1)
Net cash flows from financing activities	(166)		(1)
Net change in cash and cash equivalents and restricted cash and cash equivalents	192		264
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	268		239
Cash and cash equivalents and restricted cash and cash equivalents at end of period	$	460	$	503

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

89

MIDAMERICAN ENERGY COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

(1)    General

MidAmerican Energy Company ("MidAmerican Energy") is a public utility with electric and natural gas operations and is the principal subsidiary of MHC Inc. ("MHC"). MHC is a holding company that conducts no business other than the ownership of its subsidiaries. MHC's nonregulated subsidiary is Midwest Capital Group, Inc. MHC is the direct wholly owned subsidiary of MidAmerican Funding, LLC ("MidAmerican Funding"), which is an Iowa limited liability company with Berkshire Hathaway Energy Company ("BHE") as its sole member. BHE is a holding company based in Des Moines, Iowa, that owns subsidiaries principally engaged in energy businesses. BHE is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway").

The unaudited Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Financial Statements as of June 30, 2023, and for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the six-month period ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Financial Statements. Note 2 of Notes to Financial Statements included in MidAmerican Energy's Annual Report on Form 10-K for the year ended December 31, 2022, describes the most significant accounting policies used in the preparation of the unaudited Financial Statements. There have been no significant changes in MidAmerican Energy's accounting policies or its assumptions regarding significant accounting estimates during the six-month period ended June 30, 2023.

(2)    Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash equivalents consist of funds invested in money market mutual funds, U.S. Treasury Bills and other investments with a maturity of three months or less when purchased. Cash and cash equivalents exclude amounts where availability is restricted by legal requirements, loan agreements or other contractual provisions. Restricted cash and cash equivalents consist substantially of funds restricted for wildlife preservation. A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	454	$	258
Restricted cash and cash equivalents in other current assets	6		10
Total cash and cash equivalents and restricted cash and cash equivalents	$	460	$	268

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(3)    Property, Plant and Equipment, Net

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

		As of
		June 30,		December 31,
	Depreciable Life	2023		2022
Utility plant:
Generation	20-62 years	$	18,360	$	18,582
Transmission	55-80 years	2,730		2,662
Electric distribution	15-80 years	5,072		4,931
Natural gas distribution	30-75 years	2,186		2,144
Utility plant in-service		28,348		28,319
Accumulated depreciation and amortization		(8,351)		(8,024)
Utility plant in-service, net		19,997		20,295
Nonregulated property, net of accumulated depreciation and amortization	20-50 years	6		6
		20,003		20,301
Construction work-in-progress		1,142		790
Property, plant and equipment, net		$	21,145	$	21,091

Under a revenue sharing arrangement in Iowa, MidAmerican Energy accrues throughout the year a regulatory liability based on the extent to which its anticipated annual equity return exceeds specified thresholds, with an equal amount recorded in depreciation and amortization expense. The annual regulatory liability accrual reduces utility plant upon final determination of the amount. For the six-month periods ended June 30, 2023 and 2022, $16 million and $96 million, respectively, is reflected in depreciation and amortization expense on the Statement of Operations.

(4)    Recent Financing Transactions

Credit Facilities

In June 2023, MidAmerican Energy amended its existing $1.5 billion unsecured credit facility expiring in June 2025. The amendment extended the expiration date to June 2026.

(5)    Income Taxes

A reconciliation of the federal statutory income tax rate to MidAmerican Energy's effective income tax rate applicable to income before income tax expense (benefit) is as follows:

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
Income tax credits	(251)		(973)		(347)		(682)
State income tax, net of federal income tax impacts	(6)		(26)		(10)		(23)
Effects of ratemaking	(4)		(11)		(6)		(9)
Other, net	(2)		—		(1)		2
Effective income tax rate	(242)	%	(989)	%	(343)	%	(691)	%

91

Income tax credits relate primarily to production tax credits ("PTC") from MidAmerican Energy's wind- and solar-powered generating facilities. Federal renewable electricity PTCs are earned as energy from qualifying wind- and solar-powered generating facilities is produced and sold and are based on a per-kilowatt hour rate pursuant to the applicable federal income tax law. MidAmerican Energy recognizes its renewable electricity PTCs throughout the year based on when the credits are earned and excludes them from the annual effective tax rate that is the basis for the interim recognition of other income tax expense. Wind- and solar-powered generating facilities are eligible for the credits for 10 years from the date the qualifying generating facilities are placed in-service. PTCs recognized for the six-month periods ended June 30, 2023 and 2022, totaled $375 million and $388 million, respectively.

Berkshire Hathaway includes BHE and subsidiaries in its U.S. federal and Iowa state income tax returns. Consistent with established regulatory practice, MidAmerican Energy's provision for income tax has been computed on a stand-alone basis, and substantially all of its currently payable or receivable income tax is remitted to or received from BHE. MidAmerican Energy received net cash payments for income tax from BHE totaling $520 million and $541 million for the six-month periods ended June 30, 2023 and 2022, respectively.

(6)    Employee Benefit Plans

MidAmerican Energy sponsors a noncontributory defined benefit pension plan covering a majority of all employees of BHE and its domestic energy subsidiaries other than PacifiCorp and NV Energy, Inc. MidAmerican Energy also sponsors certain postretirement healthcare and life insurance benefits covering substantially all retired employees of BHE and its domestic energy subsidiaries other than PacifiCorp and NV Energy, Inc.

Net periodic benefit cost (credit) for the plans of MidAmerican Energy and the aforementioned affiliates included the following components (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Pension:
Service cost	$	3	$	4	$	6	$	9
Interest cost	8		5		16		10
Expected return on plan assets	(8)		(7)		(16)		(14)
Settlement	—		—		(5)		2
Net amortization	—		1		—		1
Net periodic benefit cost (credit)	$	3	$	3	$	1	$	8
Other postretirement:
Service cost	$	1	$	2	$	2	$	4
Interest cost	3		2		6		4
Expected return on plan assets	(4)		(3)		(8)		(7)
Net amortization	—		(1)		—		(1)
Net periodic benefit cost (credit)	$	—	$	—	$	—	$	—

Amounts other than the service cost for pension and other postretirement benefit plans are recorded in Other, net in the Statements of Operations. Employer contributions to the pension and other postretirement benefit plans during 2023 are expected to be $7 million and $2 million, respectively. As of June 30, 2023, $4 million and $1 million of contributions had been made to the pension and other postretirement benefit plans, respectively.

92

(7)    Asset Retirement Obligations

MidAmerican Energy estimates its asset retirement obligation ("ARO") liabilities based upon detailed engineering calculations of the amount and timing of the future cash spending for a third party to perform the required work. Spending estimates are escalated for inflation and then discounted at a credit-adjusted, risk-free rate. Changes in estimates could occur for a number of reasons including changes in laws and regulations, plan revisions, inflation and changes in the amount and timing of expected work. During the six-month period ended June 30, 2023, MidAmerican Energy recorded an increase of $88 million for decommissioning its wind-generating facilities, which is a non-cash investing activity and is due to an updated decommissioning estimate reflecting changes in the projected removal costs per turbine.

(8)    Fair Value Measurements

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

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

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

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

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

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Other(1)		Total
As of June 30, 2023:
Assets:
Commodity derivatives	$	2	$	13	$	2	$	(8)	$	9
Money market mutual funds	460		—		—		—		460
Debt securities:
U.S. government obligations	233		—		—		—		233
International government obligations	—		1		—		—		1
Corporate obligations	—		72		—		—		72
Municipal obligations	—		3		—		—		3
Agency, asset and mortgage-backed obligations	—		1		—		—		1
Equity securities:
U.S. companies	405		—		—		—		405
International companies	9		—		—		—		9
Investment funds	22		—		—		—		22
	$	1,131	$	90	$	2	$	(8)	$	1,215
Liabilities - commodity derivatives	$	—	$	(20)	$	(16)	$	18	$	(18)

93

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Other(1)		Total
As of December 31, 2022:
Assets:
Commodity derivatives	$	1	$	37	$	6	$	(10)	$	34
Money market mutual funds	225		—		—		—		225
Debt securities:
U.S. government obligations	215		—		—		—		215
International government obligations	—		1		—		—		1
Corporate obligations	—		70		—		—		70
Municipal obligations	—		3		—		—		3
Agency, asset and mortgage-backed obligations	—		1		—		—		1
Equity securities:
U.S. companies	360		—		—		—		360
International companies	8		—		—		—		8
Investment funds	16		—		—		—		16
	$	825	$	112	$	6	$	(10)	$	933
Liabilities - commodity derivatives	$	—	$	(12)	$	(1)	$	10	$	(3)

(1)Represents netting under master netting arrangements and a net cash collateral receivable of $10 million and $— million as of June 30, 2023 and December 31, 2022, respectively.

MidAmerican Energy's investments in money market mutual funds and debt and equity securities are stated at fair value, with debt securities accounted for as available-for-sale securities. When available, a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value. In the absence of a quoted market price or net asset value of an identical security, the fair value is determined using pricing models or net asset values based on observable market inputs and quoted market prices of securities with similar characteristics.

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Beginning balance	$	(5)	$	4	$	5	$	(5)
Changes in fair value recognized in net regulatory assets	(14)		31		(27)		44
Settlements	5		(9)		8		(13)
Ending balance	$	(14)	$	26	$	(14)	$	26

94

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

	As of June 30, 2023				As of December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt	$	7,668	$	6,810	$	7,729	$	6,964

(9)    Commitments and Contingencies

Commitments

MidAmerican Energy has the following firm commitments that are not reflected on the Balance Sheets.

Construction Commitments

During the six-month period ended June 30, 2023, MidAmerican Energy entered into firm construction commitments totaling $183 million for the remainder of 2023 through 2024 related to the construction of wind-powered generating facilities in Iowa.

Environmental Laws and Regulations

MidAmerican Energy is subject to federal, state and local laws and regulations regarding air quality, climate change, emissions performance standards, water quality, coal ash disposal and other environmental matters that have the potential to impact its current and future operations. MidAmerican Energy believes it is in material compliance with all applicable laws and regulations.

Legal Matters

MidAmerican Energy is party to a variety of legal actions arising out of the normal course of business. MidAmerican Energy does not believe that such normal and routine litigation will have a material impact on its financial results.

Transmission Rates

MidAmerican Energy's wholesale transmission rates are set annually using formula rates approved by the Federal Energy Regulatory Commission ("FERC") subject to true-up for actual cost of service. In November 2013 and February 2015, a coalition of intervenors filed successive complaints with the FERC requesting that the base return on equity ("ROE") used to determine rates in effect prior to September 2016 no longer be found just and reasonable and sought to reduce the base ROE. In August 2022, the U.S. Court of Appeals for the District of Columbia Circuit issued an opinion vacating all orders related to the complaints and remanding them back to the FERC. MidAmerican Energy cannot predict the ultimate outcome of these matters or the amount of refunds, if any, and accordingly, has reversed its previously accrued liability for potential refunds of amounts collected under the higher ROE during the periods covered by the complaints.

95

(10)    Revenue from Contracts with Customers

The following table summarizes MidAmerican Energy's revenue from contracts with customers ("Customer Revenue") by line of business, with further disaggregation of retail by customer class, including a reconciliation to MidAmerican Energy's reportable segment information included in Note 12 (in millions):

	For the Three-Month Period Ended June 30, 2023								For the Six-Month Period Ended June 30, 2023
	Electric		Natural Gas		Other		Total		Electric		Natural Gas		Other		Total
Customer Revenue:
Retail:
Residential	$	173	$	58	$	—	$	231	$	340	$	257	$	—	$	597
Commercial	86		17		—		103		161		95		—		256
Industrial	272		4		—		276		486		11		—		497
Natural gas transportation services	—		10		—		10		—		23		—		23
Other retail	38		1		—		39		73		—		—		73
Total retail	569		90		—		659		1,060		386		—		1,446
Wholesale	45		7		—		52		116		36		—		152
Multi-value transmission projects	13		—		—		13		27		—		—		27
Other Customer Revenue	—		—		1		1		—		—		4		4
Total Customer Revenue	627		97		1		725		1,203		422		4		1,629
Other revenue	34		—		—		34		49		1		—		50
Total operating revenue	$	661	$	97	$	1	$	759	$	1,252	$	423	$	4	$	1,679

	For the Three-Month Period Ended June 30, 2022								For the Six-Month Period Ended June 30, 2022
	Electric		Natural Gas		Other		Total		Electric		Natural Gas		Other		Total
Customer Revenue:
Retail:
Residential	$	185	$	87	$	—	$	272	$	353	$	312	$	—	$	665
Commercial	91		31		—		122		165		119		—		284
Industrial	277		9		—		286		475		18		—		493
Natural gas transportation services	—		9		—		9		—		23		—		23
Other retail	41		—		—		41		73		1		—		74
Total retail	594		136		—		730		1,066		473		—		1,539
Wholesale	84		34		—		118		188		92		—		280
Multi-value transmission projects	13		—		—		13		28		—		—		28
Other Customer Revenue	—		—		1		1		—		—		2		2
Total Customer Revenue	691		170		1		862		1,282		565		2		1,849
Other revenue	34		1		—		35		51		2		—		53
Total operating revenue	$	725	$	171	$	1	$	897	$	1,333	$	567	$	2	$	1,902

(11)    Shareholder's Equity

In January 2023, MidAmerican Energy paid $100 million in cash dividends to its parent company, MHC.

96

(12)    Segment Information

MidAmerican Energy has identified two reportable segments: regulated electric and regulated natural gas. The regulated electric segment derives most of its revenue from regulated retail sales of electricity to residential, commercial, and industrial customers and from wholesale sales. The regulated natural gas segment derives most of its revenue from regulated retail sales of natural gas to residential, commercial, and industrial customers and also obtains revenue by transporting natural gas owned by others through its distribution system. Pricing for regulated electric and natural gas sales are established separately by regulatory agencies; therefore, management also reviews each segment separately to make decisions regarding allocation of resources and evaluating performance. Common operating costs, interest income, interest expense and income tax expense are allocated to each segment based on certain factors, which primarily relate to the nature of the cost.

The following tables provide information on a reportable segment basis (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue:
Regulated electric	$	661	$	725	$	1,252	$	1,333
Regulated natural gas	97		171		423		567
Other	1		1		4		2
Total operating revenue	$	759	$	897	$	1,679	$	1,902
Operating income:
Regulated electric	$	120	$	87	$	170	$	138
Regulated natural gas	(2)		3		36		52
Total operating income	118		90		206		190
Interest expense	(81)		(78)		(161)		(156)
Allowance for borrowed funds	4		5		8		9
Allowance for equity funds	13		14		24		29
Other, net	15		(12)		31		(15)
Total income before income tax expense (benefit)	$	69	$	19	$	108	$	57

	As of
	June 30, 2023		December 31, 2022
Assets:
Regulated electric	$	22,425	$	22,092
Regulated natural gas	1,717		1,885
Other	1		1
Total assets	$	24,143	$	23,978

97

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Managers and Member of

MidAmerican Funding, LLC

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheet of MidAmerican Funding, LLC and subsidiaries ("MidAmerican Funding") as of June 30, 2023, the related consolidated statements of operations and changes in member's equity for the three-month and six-month periods ended June 30, 2023 and 2022, and of cash flows for the six-month periods ended June 30, 2023 and 2022, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of MidAmerican Funding as of December 31, 2022, and the related consolidated statements of operations, changes in member's equity, and cash flows for the year then ended (not presented herein); and in our report dated February 24, 2023, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of MidAmerican Funding's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to MidAmerican Funding in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

/s/ Deloitte & Touche LLP

Des Moines, Iowa

August 4, 2023

98

MIDAMERICAN FUNDING, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Amounts in millions)

	As of
	June 30,		December 31,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	454	$	261
Trade receivables, net	329		536
Income tax receivable	6		43
Inventories	320		277
Prepayments	107		91
Other current assets	40		66
Total current assets	1,256		1,274
Property, plant and equipment, net	21,146		21,092
Goodwill	1,270		1,270
Regulatory assets	603		550
Investments and restricted investments	982		904
Other assets	168		164
Total assets	$	25,425	$	25,254

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

99

MIDAMERICAN FUNDING, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited) (continued)

(Amounts in millions)

	As of
	June 30,		December 31,
	2023		2022
LIABILITIES AND MEMBER'S EQUITY
Current liabilities:
Accounts payable	$	384	$	536
Accrued interest	89		90
Accrued property, income and other taxes	243		170
Current portion of long-term debt	253		317
Other current liabilities	133		93
Total current liabilities	1,102		1,206
Long-term debt	7,655		7,652
Regulatory liabilities	816		1,119
Deferred income taxes	3,501		3,431
Asset retirement obligations	782		683
Other long-term liabilities	508		484
Total liabilities	14,364		14,575
Commitments and contingencies (Note 9)
Member's equity:
Paid-in capital	1,679		1,679
Retained earnings	9,382		9,000
Total member's equity	11,061		10,679
Total liabilities and member's equity	$	25,425	$	25,254

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

100

MIDAMERICAN FUNDING, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Amounts in millions)

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue:
Regulated electric	$	661	$	725	$	1,252	$	1,333
Regulated natural gas and other	98		172		427		569
Total operating revenue	759		897		1,679		1,902
Operating expenses:
Cost of fuel and energy	113		174		228		299
Cost of natural gas purchased for resale and other	46		120		282		418
Operations and maintenance	216		200		421		392
Depreciation and amortization	226		277		460		527
Property and other taxes	40		36		82		76
Total operating expenses	641		807		1,473		1,712
Operating income	118		90		206		190
Other income (expense):
Interest expense	(85)		(83)		(169)		(165)
Allowance for borrowed funds	4		5		8		9
Allowance for equity funds	13		14		24		29
Other, net	15		(10)		43		(14)
Total other income (expense)	(53)		(74)		(94)		(141)
Income before income tax expense (benefit)	65		16		112		49
Income tax expense (benefit)	(168)		(188)		(370)		(396)
Net income	$	233	$	204	$	482	$	445

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

101

MIDAMERICAN FUNDING, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER'S EQUITY (Unaudited)

(Amounts in millions)

	Paid-in Capital		Retained Earnings		Total Member's Equity
Balance, March 31, 2022	$	1,679	$	8,363	$	10,042
Net income	—		204		204
Balance, June 30, 2022	$	1,679	$	8,567	$	10,246
Balance, December 31, 2021	$	1,679	$	8,122	$	9,801
Net income	—		445		445
Balance, June 30, 2022	$	1,679	$	8,567	$	10,246
Balance, March 31, 2023	$	1,679	$	9,149	$	10,828
Net income	—		233		233
Balance, June 30, 2023	$	1,679	$	9,382	$	11,061
Balance, December 31, 2022	$	1,679	$	9,000	$	10,679
Net income	—		482		482
Distribution to member	—		(100)		(100)
Balance, June 30, 2023	$	1,679	$	9,382	$	11,061

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

102

MIDAMERICAN FUNDING, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Amounts in millions)

	Six-Month Periods
	Ended June 30,
	2023		2022
Cash flows from operating activities:
Net income	$	482	$	445
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	460		527
Amortization of utility plant to other operating expenses	16		19
Allowance for equity funds	(24)		(29)
Deferred income taxes and investment tax credits, net	46		58
Settlements of asset retirement obligations	(15)		(28)
Other, net	(10)		32
Changes in other operating assets and liabilities:
Trade receivables and other assets	194		1
Inventories	(43)		8
Accrued property, income and other taxes, net	110		95
Accounts payable and other liabilities	(106)		(10)
Net cash flows from operating activities	1,110		1,118
Cash flows from investing activities:
Capital expenditures	(763)		(862)
Purchases of marketable securities	(95)		(214)
Proceeds from sales of marketable securities	81		210
Proceeds from sale of investment	12		—
Other, net	10		6
Net cash flows from investing activities	(755)		(860)
Cash flows from financing activities:
Distribution to member	(100)		—
Repayments of long-term debt	(65)		—
Net change in note payable to affiliate	—		8
Other, net	(1)		(1)
Net cash flows from financing activities	(166)		7
Net change in cash and cash equivalents and restricted cash and cash equivalents	189		265
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	271		240
Cash and cash equivalents and restricted cash and cash equivalents at end of period	$	460	$	505

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

103

MIDAMERICAN FUNDING, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1)    General

MidAmerican Funding, LLC ("MidAmerican Funding") is an Iowa limited liability company with Berkshire Hathaway Energy Company ("BHE") as its sole member. BHE is a holding company based in Des Moines, Iowa, that owns subsidiaries principally engaged in energy businesses. BHE is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway"). MidAmerican Funding's direct wholly owned subsidiary is MHC Inc. ("MHC"), which constitutes substantially all of MidAmerican Funding's assets, liabilities and business activities except those related to MidAmerican Funding's long-term debt securities. MHC conducts no business other than the ownership of its subsidiaries. MHC's principal subsidiary is MidAmerican Energy Company ("MidAmerican Energy"), a public utility with electric and natural gas operations, and its direct wholly owned nonregulated subsidiary is Midwest Capital Group, Inc.

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 2023, and for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the six-month period ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Notes to Consolidated Financial Statements included in MidAmerican Funding's Annual Report on Form 10-K for the year ended December 31, 2022, describes the most significant accounting policies used in the preparation of the unaudited Consolidated Financial Statements. There have been no significant changes in MidAmerican Funding's accounting policies or its assumptions regarding significant accounting estimates during the six-month period ended June 30, 2023.

(2)    Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash equivalents consist of funds invested in money market mutual funds, U.S. Treasury Bills and other investments with a maturity of three months or less when purchased. Cash and cash equivalents exclude amounts where availability is restricted by legal requirements, loan agreements or other contractual provisions. Restricted cash and cash equivalents consist substantially of funds restricted for wildlife preservation. A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	454	$	261
Restricted cash and cash equivalents in other current assets	6		10
Total cash and cash equivalents and restricted cash and cash equivalents	$	460	$	271

(3)    Property, Plant and Equipment, Net

Refer to Note 3 of MidAmerican Energy's Notes to Financial Statements.

(4)    Recent Financing Transactions

Refer to Note 4 of MidAmerican Energy's Notes to Financial Statements.

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(5)    Income Taxes

A reconciliation of the federal statutory income tax rate to MidAmerican Funding's effective income tax rate applicable to income before income tax expense (benefit) is as follows:

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
Income tax credits	(266)		(1,150)		(335)		(793)
State income tax, net of federal income tax impacts	(8)		(38)		(10)		(29)
Effects of ratemaking	(5)		(12)		(5)		(10)
Other, net	—		4		(1)		3
Effective income tax rate	(258)	%	(1,175)	%	(330)	%	(808)	%

Income tax credits relate primarily to production tax credits ("PTC") from MidAmerican Energy's wind- and solar-powered generating facilities. Federal renewable electricity PTCs are earned as energy from qualifying wind- and solar-powered generating facilities is produced and sold and are based on a per-kilowatt hour rate pursuant to the applicable federal income tax law. MidAmerican Funding recognizes its renewable electricity PTCs throughout the year based on when the credits are earned and excludes them from the annual effective tax rate that is the basis for the interim recognition of other income tax expense. Wind- and solar-powered generating facilities are eligible for the credits for 10 years from the date the qualifying generating facilities are placed in-service. PTCs recognized for the six-month periods ended June 30, 2023 and 2022, totaled $375 million and $388 million, respectively.

Berkshire Hathaway includes BHE and subsidiaries in its U.S. federal and Iowa state income tax returns. Consistent with established regulatory practice, MidAmerican Funding's and MidAmerican Energy's provisions for income tax have been computed on a stand-alone basis, and substantially all of their currently payable or receivable income tax is remitted to or received from BHE. MidAmerican Funding received net cash payments for income tax from BHE totaling $522 million and $544 million for the six-month periods ended June 30, 2023 and 2022, respectively.

(6)    Employee Benefit Plans

Refer to Note 6 of MidAmerican Energy's Notes to Financial Statements.

(7)    Asset Retirement Obligations

Refer to Note 7 of MidAmerican Energy's Notes to Financial Statements.

(8)    Fair Value Measurements

Refer to Note 8 of MidAmerican Energy's Notes to Financial Statements. MidAmerican Funding's long-term debt is carried at cost on the Consolidated Financial Statements. The fair value of MidAmerican Funding's long-term debt is a Level 2 fair value measurement and has been estimated based upon quoted market prices, where available, or at the present value of future cash flows discounted at rates consistent with comparable maturities with similar credit risks. The carrying value of MidAmerican Funding's variable-rate long-term debt approximates fair value because of the frequent repricing of these instruments at market rates. The following table presents the carrying value and estimated fair value of MidAmerican Funding's long-term debt (in millions):

	As of June 30, 2023				As of December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt	$	7,908	$	7,065	$	7,969	$	7,219

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(9)    Commitments and Contingencies

MidAmerican Funding is party to a variety of legal actions arising out of the normal course of business. MidAmerican Funding does not believe that such normal and routine litigation will have a material impact on its consolidated financial results.

Refer to Note 9 of MidAmerican Energy's Notes to Financial Statements.

(10)    Revenue from Contracts with Customers

Refer to Note 10 of MidAmerican Energy's Notes to Financial Statements.

(11)    Member's Equity

In January 2023, MidAmerican Funding paid a $100 million cash distribution to its parent company, BHE.

(12)    Segment Information

MidAmerican Funding has identified two reportable segments: regulated electric and regulated natural gas. The regulated electric segment derives most of its revenue from regulated retail sales of electricity to residential, commercial, and industrial customers and from wholesale sales. The regulated natural gas segment derives most of its revenue from regulated retail sales of natural gas to residential, commercial, and industrial customers and also obtains revenue by transporting natural gas owned by others through its distribution system. Pricing for regulated electric and natural gas sales are established separately by regulatory agencies; therefore, management also reviews each segment separately to make decisions regarding allocation of resources and evaluating performance. Common operating costs, interest income, interest expense and income tax expense are allocated to each segment based on certain factors, which primarily relate to the nature of the cost. "Other" in the tables below consists of the financial results and assets of nonregulated operations, MHC and MidAmerican Funding.

The following tables provide information on a reportable segment basis (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue:
Regulated electric	$	661	$	725	$	1,252	$	1,333
Regulated natural gas	97		171		423		567
Other	1		1		4		2
Total operating revenue	$	759	$	897	$	1,679	$	1,902
Operating income:
Regulated electric	$	120	$	87	$	170	$	138
Regulated natural gas	(2)		3		36		52
Total operating income	118		90		206		190
Interest expense	(85)		(83)		(169)		(165)
Allowance for borrowed funds	4		5		8		9
Allowance for equity funds	13		14		24		29
Other, net	15		(10)		43		(14)
Total income before income tax expense (benefit)	$	65	$	16	$	112	$	49

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	As of
	June 30, 2023		December 31, 2022
Assets(1):
Regulated electric	$	23,616	$	23,283
Regulated natural gas	1,796		1,963
Other	13		8
Total assets	$	25,425	$	25,254

(1) Assets by reportable segment reflect the assignment of goodwill to applicable reporting units.

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

The following is management's discussion and analysis of certain significant factors that have affected the consolidated financial condition and results of operations of MidAmerican Funding and its subsidiaries and MidAmerican Energy during the periods included herein. Information in Management's Discussion and Analysis related to MidAmerican Energy, whether or not segregated, also relates to MidAmerican Funding. Information related to other subsidiaries of MidAmerican Funding pertains only to the discussion of the financial condition and results of operations of MidAmerican Funding. Where necessary, discussions have been segregated under the heading "MidAmerican Funding" to allow the reader to identify information applicable only to MidAmerican Funding. Explanations include management's best estimate of the impact of weather, customer growth, usage trends and other factors. This discussion should be read in conjunction with MidAmerican Funding's historical unaudited Consolidated Financial Statements and Notes to Consolidated Financial Statements and MidAmerican Energy's historical unaudited Financial Statements and Notes to Financial Statements in Part I, Item 1 of this Form 10-Q. MidAmerican Funding's and MidAmerican Energy's actual results in the future could differ significantly from the historical results.

Results of Operations for the Second Quarter and First Six Months of 2023 and 2022

Overview

MidAmerican Energy -

MidAmerican Energy's net income for the second quarter of 2023 was $236 million, an increase of $29 million, or 14%, compared to 2022, primarily due to lower depreciation and amortization expense and favorable other, net, partially offset by lower income tax benefit, higher operations and maintenance expense, higher property and other taxes and higher interest expense, lower electric utility margin and lower allowance for borrowed and equity funds. Electric retail customer volumes increased 1%, primarily due to higher customer usage for certain industrial customers, partially offset by the unfavorable impact of weather. Energy generated decreased 1%, due to lower wind-powered generation partially offset by higher coal- and natural gas-fueled generation; and energy purchased decreased 3%. Wholesale electricity sales volumes decreased 5% due to unfavorable market conditions. Natural gas retail customer volumes decreased 16% due to the unfavorable impact of weather.

MidAmerican Energy's net income for the first six months of 2023 was $478 million, an increase of $27 million, or 6%, compared to 2022, primarily due to lower depreciation and amortization expense, favorable other, net and higher nonregulated utility margin, partially offset by higher operations and maintenance expense, lower income tax benefit, lower electric utility margin, lower natural gas utility margin, lower allowance for borrowed and equity funds, higher property and other taxes and higher interest expense. Electric retail customer volumes increased 1%, primarily due to higher customer usage for certain industrial customers, partially offset by the unfavorable impact of weather. Energy generated decreased 5%, due to lower wind-powered generation partially offset by higher natural gas- and coal-fueled generation; and energy purchased increased 6%. Wholesale electricity sales volumes decreased 12% due to unfavorable market conditions. Natural gas retail customer volumes decreased 11% due to the unfavorable impact of weather.

MidAmerican Funding -

MidAmerican Funding's net income for the second quarter of 2023 was $233 million, an increase of $29 million, or 14%, compared to 2022. MidAmerican Funding's net income for the first six months of 2023 was $482 million, an increase of $37 million, or 8%, compared to 2022. The variance in net income was primarily due to the changes in MidAmerican Energy's earnings discussed above and a one-time gain on the sale of an investment of $10 million.

Non-GAAP Financial Measure

Management utilizes various key financial measures that are prepared in accordance with GAAP, as well as non-GAAP financial measures such as, electric utility margin and natural gas utility margin, to help evaluate results of operations. Electric utility margin is calculated as regulated electric operating revenue less cost of fuel and energy, which are captions presented on the Statements of Operations. Natural gas utility margin is calculated as regulated natural gas operating revenue less regulated cost of natural gas purchased for resale, which are included in regulated natural gas and other and cost of natural gas purchased for resale and other, respectively, on the Statements of Operations.

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MidAmerican Energy's cost of fuel and energy and cost of natural gas purchased for resale are generally recovered from its retail customers through regulatory recovery mechanisms, and as a result, changes in MidAmerican Energy's expense included in regulatory recovery mechanisms result in comparable changes to revenue. As such, management believes electric utility margin and natural gas utility margin more appropriately and concisely explain profitability rather than a discussion of revenue and cost of sales separately. Management believes the presentation of electric utility margin and natural gas utility margin provides meaningful and valuable insight into the information management considers important to running the business and a measure of comparability to others in the industry.

Electric utility margin and natural gas utility margin are not measures calculated in accordance with GAAP and should be viewed as a supplement to, and not a substitute for, operating income, which is the most comparable financial measure prepared in accordance with GAAP. The following table provides a reconciliation of utility margin to MidAmerican Energy's operating income (in millions):

	Second Quarter								First Six Months
	2023		2022		Change				2023		2022		Change
Electric utility margin:
Operating revenue	$	661	$	725	$	(64)	(9)	%	$	1,252	$	1,333	$	(81)	(6)	%
Cost of fuel and energy	113		174		(61)		(35)		228		299		(71)		(24)
Electric utility margin	548		551		(3)		(1)	%	1,024		1,034		(10)		(1)	%
Natural gas utility margin:
Operating revenue	97		171		(74)		(43)	%	423		567		(144)		(25)	%
Natural gas purchased for resale	46		120		(74)		(62)		282		418		(136)		(33)
Natural gas utility margin	51		51		—		—	%	141		149		(8)		(5)	%
Utility margin	599		602		(3)		—	%	1,165		1,183		(18)		(2)	%
Other operating revenue	1		1		—		—	%	4		2		2		100	%
Operations and maintenance	216		200		16		8		421		392		29		7
Depreciation and amortization	226		277		(51)		(18)		460		527		(67)		(13)
Property and other taxes	40		36		4		11		82		76		6		8
Operating income	$	118	$	90	$	28	31	%	$	206	$	190	$	16	8	%

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Electric Utility Margin

A comparison of key operating results related to electric utility margin is as follows:

	Second Quarter								First Six Months
	2023		2022		Change				2023		2022		Change
Utility margin (in millions):
Operating revenue	$	661	$	725	$	(64)	(9)	%	$	1,252	$	1,333	$	(81)	(6)	%
Cost of fuel and energy	113		174		(61)		(35)		228		299		(71)		(24)
Utility margin	$	548	$	551	$	(3)	(1)	%	$	1,024	$	1,034	$	(10)	(1)	%
Sales (GWhs):
Residential	1,479		1,552		(73)		(5)	%	3,272		3,405		(133)		(4)	%
Commercial	929		953		(24)		(3)		1,947		1,966		(19)		(1)
Industrial	4,365		4,149		216		5		8,467		8,128		339		4
Other	392		406		(14)		(3)		801		809		(8)		(1)
Total retail	7,165		7,060		105		1		14,487		14,308		179		1
Wholesale	3,942		4,146		(204)		(5)		8,294		9,471		(1,177)		(12)
Total sales	11,107		11,206		(99)		(1)	%	22,781		23,779		(998)		(4)	%
Average number of retail customers (in thousands)	819		812		7		1	%	818		811		7		1	%
Average revenue per MWh:
Retail	$	79.45	$	84.18	$	(4.73)	(6)	%	$	73.17	$	74.52	$	(1.35)	(2)	%
Wholesale	$	17.63	$	25.23	$	(7.60)	(30)	%	$	17.59	$	22.65	$	(5.06)	(22)	%
Heating degree days	462		677		(215)		(32)	%	3,454		3,992		(538)		(13)	%
Cooling degree days	393		421		(28)		(7)	%	393		421		(28)		(7)	%
Sources of energy (GWhs)(1):
Wind and other(2)	6,320		7,364		(1,044)		(14)	%	13,697		15,654		(1,957)		(13)	%
Coal	2,217		1,481		736		50		4,333		3,840		493		13
Nuclear	862		863		(1)		—		1,789		1,783		6		—
Natural gas	569		397		172		43		913		631		282		45
Total energy generated	9,968		10,105		(137)		(1)		20,732		21,908		(1,176)		(5)
Energy purchased	1,282		1,315		(33)		(3)		2,405		2,277		128		6
Total	11,250		11,420		(170)		(1)	%	23,137		24,185		(1,048)		(4)	%
Average cost of energy per MWh:
Energy generated(3)	$	6.20	$	6.34	$	(0.14)	(2)	%	$	6.15	$	5.92	$	0.23	4	%
Energy purchased	$	39.75	$	83.45	$	(43.70)	(52)	%	$	41.61	$	74.41	$	(32.80)	(44)	%

(1)    GWh amounts are net of energy used by the related generating facilities.

(2)    All or some of the renewable energy attributes associated with generation from these sources may be: (a) used in future years to comply with RPS or other regulatory requirements or (b) sold to third parties in the form of renewable energy credits or other environmental commodities.

(3)    The average cost per MWh of energy generated includes only the cost of fuel associated with the generating facilities.

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Natural Gas Utility Margin

A comparison of key operating results related to natural gas utility margin is as follows:

	Second Quarter								First Six Months
	2023		2022		Change				2023		2022		Change
Utility margin (in millions):
Operating revenue	$	97	$	171	$	(74)	(43)	%	$	423	$	567	$	(144)	(25)	%
Natural gas purchased for resale	46		120		(74)		(62)		282		418		(136)		(33)
Utility margin	$	51	$	51	$	—	—	%	$	141	$	149	$	(8)	(5)	%
Throughput (000's Dths):
Residential	6,197		7,500		(1,303)		(17)	%	30,590		34,599		(4,009)		(12)	%
Commercial	3,023		3,599		(576)		(16)		14,375		16,059		(1,684)		(10)
Industrial	1,373		1,465		(92)		(6)		2,856		3,309		(453)		(14)
Other	13		16		(3)		(19)		47		51		(4)		(8)
Total retail sales	10,606		12,580		(1,974)		(16)		47,868		54,018		(6,150)		(11)
Wholesale sales	3,996		4,912		(916)		(19)		14,403		17,144		(2,741)		(16)
Total sales	14,602		17,492		(2,890)		(17)		62,271		71,162		(8,891)		(12)
Natural gas transportation service	23,830		22,491		1,339		6		53,415		53,804		(389)		(1)
Total throughput	38,432		39,983		(1,551)		(4)	%	115,686		124,966		(9,280)		(7)	%
Average number of retail customers (in thousands)	792		781		11		1	%	792		784		8		1	%
Average revenue per retail Dth sold	$	7.53	$	10.08	$	(2.55)	(25)	%	$	7.61	$	8.36	$	(0.75)	(9)	%
Heating degree days	509		734		(225)		(31)	%	3,641		4,219		(578)		(14)	%
Average cost of natural gas per retail Dth sold	$	3.61	$	6.78	$	(3.17)	(47)	%	$	5.14	$	6.03	$	(0.89)	(15)	%
Combined retail and wholesale average cost of natural gas per Dth sold	$	3.15	$	6.86	$	(3.71)	(54)	%	$	4.54	$	5.87	$	(1.33)	(23)	%

Quarter Ended June 30, 2023 Compared to Quarter Ended June 30, 2022

MidAmerican Energy -

Electric utility margin decreased $3 million, or 1%, for the second quarter of 2023 compared to 2022, primarily due to:

•a $33 million decrease in wholesale utility margin due to lower margins per unit of $29 million from lower market prices, and lower volumes of 4.9%; partially offset by

•a $29 million increase in retail utility margin primarily due to $26 million, net of energy costs, from higher recoveries through bill riders (offset in operations and maintenance expense and income tax benefit); and $3 million due to price impacts from changes in sales mix. Retail customer volumes increased 1.4%.

Natural gas utility margin for the second quarter of 2023 was equal to 2022, primarily due to:

•a $3 million increase from higher customer usage and other rate variances;

•a $1 million increase from lower refunds related to amortization of excess accumulated deferred income taxes arising from 2017 tax reform (offset in income tax benefit); offset by

•a $4 million decrease due to the unfavorable impact of weather.

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Operations and maintenance increased $16 million, or 8%, for the second quarter of 2023 compared to 2022 primarily due to higher nuclear power generation costs of $6 million, higher benefit costs of $5 million, higher technology costs of $4 million, and higher administrative and other costs of $4 million, partially offset by lower electric distribution and transmission costs of $4 million.

Depreciation and amortization decreased $51 million, or 18%, for the second quarter of 2023 compared to 2022 primarily due to $58 million from lower Iowa revenue sharing accruals, and $21 million from a regulatory mechanism that provides customers the retail energy benefits of certain wind-powered generation projects, partially offset by $25 million from wind-powered generating facilities and other plant placed in-service and $3 million from lower depreciation expense deferrals in 2023.

Property and other taxes increased $4 million, or 11%, for the second quarter of 2023 compared to 2022 primarily due to $2 million from higher wind turbine property taxes and $2 million from higher replacement taxes.

Interest expense increased $3 million, or 4%, for the second quarter of 2023 compared to 2022 due to higher interest rates on variable rate long-term debt.

Allowance for borrowed and equity funds decreased $2 million, or 11%, for the second quarter of 2023 compared to 2022 due to lower construction work-in-progress balances related to wind- and solar-powered generation.

Other, net increased $27 million, or 225%, for the second quarter of 2023 compared to 2022 primarily due to favorable investment earnings, largely attributable to higher cash surrender values of corporate-owned life insurance policies, and higher interest income from higher interest rates, partially offset by higher non-service costs of employee benefit plans.

Income tax benefit decreased $21 million, or 11%, for the second quarter of 2023 compared to 2022 primarily due to lower PTCs and higher pretax income. PTCs for the second quarter of 2023 and 2022 totaled $173 million and $185 million, respectively.

MidAmerican Funding -

Income tax benefit decreased $20 million, or 11%, for the second quarter of 2023 compared to 2022 principally due to the changes in MidAmerican Energy's income tax benefit discussed above.

First Six Months of 2023 Compared to First Six Months of 2022

MidAmerican Energy -

Electric utility margin decreased $10 million, or 1%, for the first six months of 2023 compared to 2022, due to:

•a $55 million decrease in wholesale utility margin due to lower margins per unit of $36 million from lower market prices, and lower volumes of 12.4%; partially offset by

•a $46 million increase in retail utility margin primarily due to $39 million, net of energy costs, from higher recoveries through bill riders (offset in operations and maintenance expense and income tax benefit); $15 million from higher customer usage; $3 million due to price impacts from changes in sales mix; and $2 million from higher wind-turbine performance settlements; partially offset by $13 million from the unfavorable impact of weather. Retail customer volumes increased 1.3%.

Natural gas utility margin decreased $8 million, or 5%, for the first six months of 2023 compared to 2022 primarily due to a $9 million decrease from the unfavorable impact of weather.

Operations and maintenance increased $29 million, or 7%, for the first six months of 2023 compared to 2022 primarily due to higher benefits costs of $8 million, higher technology costs of $7 million, higher administrative and other costs of $6 million, higher other power generation costs of $5 million, higher property insurance costs of $3 million and higher nuclear power generation costs of $2 million, partially offset by lower electric distribution and transmission costs of $4 million.

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Depreciation and amortization decreased $67 million, or 13%, for the first six months of 2023 compared to 2022 primarily due to $80 million from lower Iowa revenue sharing accruals, and $27 million from a regulatory mechanism that provides customers the retail energy benefits of certain wind-powered generation projects, partially offset by $34 million from new wind-powered generating facilities and other plant placed in-service and $6 million from lower depreciation expense deferrals in 2023.

Property and other taxes increased $6 million, or 8%, for the first six months of 2023 compared to 2022 primarily due to $3 million from higher wind turbine property taxes and $3 million from higher replacement taxes.

Interest expense increased $5 million, or 3%, for the first six months of 2023 compared to 2022 due to higher interest rates on variable rate long-term debt.

Allowance for borrowed and equity funds decreased $6 million, or 16%, for the first six months of 2023 compared to 2022 primarily due to lower construction work-in-progress balances related to wind- and solar-powered generation.

Other, net increased $46 million, or 307%, for the first six months of 2023 compared to 2022 primarily due to favorable investment earnings, largely attributable to higher cash surrender values of corporate-owned life insurance policies, higher interest income from higher interest rates, and lower non-service costs of employee benefit plans.

Income tax benefit decreased $24 million, or 6%, for the first six months of 2023 compared to 2022 primarily due to lower PTCs and higher pretax income. PTCs for the first six months of 2023 and 2022 totaled $375 million and $388 million, respectively.

MidAmerican Funding -

Income tax benefit decreased $26 million, or 7%, for the first six months of 2023 compared to 2022 principally due to the changes in MidAmerican Energy's income tax benefit discussed above and higher pretax income from a one-time gain on the sale of an investment.

Liquidity and Capital Resources

As of June 30, 2023, the total net liquidity for MidAmerican Energy and MidAmerican Funding was as follows (in millions):

MidAmerican Energy:
Cash and cash equivalents	$	454
Credit facilities, maturing 2024 and 2026	1,505
Less:
Tax-exempt bond support	(306)
Net credit facilities	1,199
MidAmerican Energy total net liquidity	$	1,653
MidAmerican Funding:
MidAmerican Energy total net liquidity	$	1,653
MHC, Inc. credit facility, maturing 2024	4
MidAmerican Funding total net liquidity	$	1,657

Operating Activities

MidAmerican Energy's net cash flows from operating activities for the six-month periods ended June 30, 2023 and 2022, were $1,125 million and $1,125 million, respectively. MidAmerican Funding's net cash flows from operating activities for the six-month periods ended June 30, 2023 and 2022, were $1,110 million and $1,118 million, respectively. Cash flows from operating activities reflect higher payments to vendors, lower income tax receipts and higher interest payments, offset by higher utility margins for MidAmerican Energy's regulated electric and natural gas businesses.

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The timing of MidAmerican Energy's income tax cash flows from period to period can be significantly affected by the estimated federal income tax payment methods and assumptions made for each payment date.

Investing Activities

MidAmerican Energy's net cash flows from investing activities for the six-month periods ended June 30, 2023 and 2022, were $(767) million and $(860) million, respectively. MidAmerican Funding's net cash flows from investing activities for the six-month periods ended June 30, 2023 and 2022, were $(755) million and $(860) million, respectively. Net cash flows from investing activities consist almost entirely of capital expenditures. Refer to "Future Uses of Cash" for further discussion of capital expenditures. Purchases and proceeds related to marketable securities substantially consist of activity within the Quad Cities Generating Station nuclear decommissioning trust and other trust investments.

Financing Activities

MidAmerican Energy's net cash flows from financing activities for the six-month periods ended June 30, 2023 and 2022 were $(166) million and $(1) million, respectively. MidAmerican Funding's net cash flows from financing activities for the six-month periods ended June 30, 2023 and 2022, were $(166) million and $7 million, respectively. In January 2023, MidAmerican Funding made a $100 million distribution to its sole member BHE. In January 2023 and May 2023, MidAmerican Energy repaid $7 million and $58 million of long-term debt, respectively. MidAmerican Funding received $— million and $8 million in 2023 and 2022, respectively, through its note payable with BHE.

Debt Authorizations and Related Matters

Short-term Debt

MidAmerican Energy has authority from the FERC to issue, through April 2, 2024, commercial paper and bank notes aggregating $1.5 billion. MidAmerican Energy has a $1.5 billion unsecured credit facility expiring in June 2026. The credit facility, which supports MidAmerican Energy's commercial paper program and its variable-rate tax-exempt bond obligations and provides for the issuance of letters of credit, has a variable interest rate based on the Secured Overnight Financing Rate, plus a spread that varies based on MidAmerican Energy's credit ratings for senior unsecured long-term debt securities. Additionally, MidAmerican Energy has a $5 million unsecured credit facility for general corporate purposes.

Long-term Debt and Preferred Stock

MidAmerican Energy currently has an effective shelf registration statement with the SEC to issue up to $3.25 billion of long-term debt securities and preferred stock through March 10, 2026. MidAmerican Energy has authorization from the FERC to issue, through June 30, 2025, long-term debt securities up to an aggregate of $3.0 billion and preferred stock up to an aggregate of $500 million. MidAmerican Energy has authorization from the Illinois Commerce Commission through May 25, 2025, to issue long-term debt securities up to an aggregate of $2.2 billion and preferred stock up to an aggregate of $500 million; through October 15, 2024, to issue $750 million of long-term debt securities for the purpose of refinancing $250 million of its 3.70% Senior notes due September 2023 and $500 million of its 2.40% Senior notes due October 2024; and through January 1, 2025, to issue $48 million of long-term debt securities for the purpose of refinancing two of its variable-rate tax-exempt bond series, including $35 million due in October 2024 and $13 million due in January 2025.

Future Uses of Cash

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

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Capital Expenditures

MidAmerican Energy has significant future capital requirements. Capital expenditure needs are reviewed regularly by management and may change significantly as a result of these reviews, which may consider, among other factors, impacts to customer rates; changes in environmental and other rules and regulations; outcomes of regulatory proceedings; changes in income tax laws; general business conditions; load projections; system reliability standards; the cost and efficiency of construction labor, equipment and materials; commodity prices; and the cost and availability of capital.

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

	Six-Month Periods				Annual
	Ended June 30,				Forecast
	2022		2023		2023
Wind generation	$	244	$	243	$	906
Electric distribution	125		167		353
Electric transmission	46		76		163
Solar generation	77		10		24
Other	370		267		701
Total	$	862	$	763	$	2,147

MidAmerican Energy's capital expenditures provided above consist of the following:

•Wind generation includes the construction, acquisition, repowering and operation of wind-powered generating facilities in Iowa.

◦Construction of wind-powered generating facilities totaling $200 million and $5 million for the six-month periods ended June 30, 2023 and 2022, respectively. The timing and amount of forecast wind generation capital expenditures may be substantially impacted by the ultimate outcome of MidAmerican Energy's Wind PRIME filing. Planned spending for the construction of additional wind-powered generating facilities totals $544 million for the remainder of 2023.

◦Repowering of wind-powered generating facilities totaling $19 million and $214 million for the six-month periods ended June 30, 2023 and 2022, respectively. Planned spending for the repowering of wind-powered generating facilities totals $46 million for the remainder of 2023. MidAmerican Energy expects its repowered facilities to meet Internal Revenue Service guidelines for the re-establishment of PTCs for 10 years from the date the facilities are placed in-service.

•Electric distribution includes expenditures for new facilities to meet retail demand growth and for replacement of existing facilities to maintain system reliability.

•Electric transmission includes expenditures to meet retail demand growth, upgrades to accommodate third-party generator requirements and replacement of existing facilities to maintain system reliability.

•Solar generation includes the construction and operation of solar-powered generating facilities, primarily consisting of 141 MWs of small- and utility-scale solar generation, all of which were placed in-service in 2022. For the six-month periods ended June 30, 2023 and 2022, solar generation spending totaled $10 million and $77 million, respectively. Planned spending totals $14 million for the remainder of 2023.

•Other includes primarily routine projects for other generation, natural gas distribution, technology, facilities and other operational needs to serve existing and expected demand.

Material Cash Requirements

As of June 30, 2023, there have been no material changes in MidAmerican Energy's and MidAmerican Funding's cash requirements from the information provided in Item 7 of their Annual Report on Form 10-K for the year ended December 31, 2022.

115

Regulatory Matters

MidAmerican Energy is subject to comprehensive regulation. Refer to "Regulatory Matters" in Berkshire Hathaway Energy's Part I, Item 2 of this Form 10-Q for discussion regarding MidAmerican Energy's current regulatory matters.

Environmental Laws and Regulations

MidAmerican Energy is subject to federal, state and local laws and regulations regarding air quality, climate change, emissions performance standards, water quality, coal ash disposal and other environmental matters that have the potential to impact MidAmerican Energy's current and future operations. In addition to imposing continuing compliance obligations, these laws and regulations provide regulators with the authority to levy substantial penalties for noncompliance including fines, injunctive relief and other sanctions. These laws and regulations are administered by various federal, state and local agencies. MidAmerican Energy believes it is in material compliance with all applicable laws and regulations, although many are subject to interpretation that may ultimately be resolved by the courts. Environmental laws and regulations continue to evolve, and MidAmerican Energy is unable to predict the impact of the changing laws and regulations on its operations and financial results.

Refer to "Environmental Laws and Regulations" in Berkshire Hathaway Energy's Part I, Item 2 of this Form 10-Q for additional information regarding environmental laws and regulations.

Critical Accounting Estimates

Certain accounting measurements require management to make estimates and judgments concerning transactions that will be settled several years in the future. Amounts recognized on the Financial Statements based on such estimates involve numerous assumptions subject to varying and potentially significant degrees of judgment and uncertainty and will likely change in the future as additional information becomes available. Estimates are used for, but not limited to, the accounting for the effects of certain types of regulation, derivatives, impairment of goodwill and long-lived assets, pension and other postretirement benefits, income taxes and revenue recognition - unbilled revenue. For additional discussion of MidAmerican Energy's and MidAmerican Funding's critical accounting estimates, see Item 7 of their Annual Report on Form 10-K for the year ended December 31, 2022. There have been no significant changes in MidAmerican Energy's and MidAmerican Funding's assumptions regarding critical accounting estimates since December 31, 2022.

116

Nevada Power Company and its subsidiaries

Consolidated Financial Section

117

PART I

Item 1.Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of

Nevada Power Company

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheet of Nevada Power Company and subsidiaries ("Nevada Power") as of June 30, 2023, the related consolidated statements of operations, and changes in shareholder's equity for the three-month and six-month periods ended June 30, 2023 and 2022, and of cash flows for the six-month periods ended June 30, 2023 and 2022, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of Nevada Power as of December 31, 2022, and the related consolidated statements of operations, changes in shareholder's equity, and cash flows for the year then ended (not presented herein); and in our report dated February 24, 2023, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of Nevada Power's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to Nevada Power in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

/s/ Deloitte & Touche LLP

Las Vegas, Nevada

August 4, 2023

118

NEVADA POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Amounts in millions, except share data)

	As of
	June 30,		December 31,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	47	$	43
Trade receivables, net	460		388
Note receivable from affiliate	—		100
Inventories	120		93
Regulatory assets	784		666
Other current assets	68		89
Total current assets	1,479		1,379
Property, plant and equipment, net	8,054		7,406
Regulatory assets	644		628
Other assets	388		388
Total assets	$	10,565	$	9,801
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable	$	636	$	422
Accrued interest	39		40
Accrued property, income and other taxes	35		32
Current portion of long-term debt	300		—
Regulatory liabilities	43		45
Customer deposits	54		51
Derivative contracts	104		51
Other current liabilities	63		49
Total current liabilities	1,274		690
Long-term debt	2,896		3,195
Finance lease obligations	286		295
Regulatory liabilities	1,035		1,093
Deferred income taxes	915		875
Other long-term liabilities	335		299
Total liabilities	6,741		6,447
Commitments and contingencies (Note 9)
Shareholder's equity:
Common stock - $1.00 stated value; 1,000 shares authorized, issued and outstanding	—		—
Additional paid-in capital	2,733		2,333
Retained earnings	1,092		1,022
Accumulated other comprehensive loss, net	(1)		(1)
Total shareholder's equity	3,824		3,354
Total liabilities and shareholder's equity	$	10,565	$	9,801
The accompanying notes are an integral part of the consolidated financial statements.

119

NEVADA POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Amounts in millions)

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue	$	781	$	639	$	1,380	$	1,054
Operating expenses:
Cost of fuel and energy	493		336		877		548
Operations and maintenance	78		75		151		140
Depreciation and amortization	108		103		214		206
Property and other taxes	14		12		28		25
Total operating expenses	693		526		1,270		919
Operating income	88		113		110		135
Other income (expense):
Interest expense	(49)		(39)		(98)		(77)
Capitalized interest	7		2		9		3
Allowance for equity funds	4		2		8		5
Interest and dividend income	19		9		41		18
Other, net	4		(1)		8		—
Total other income (expense)	(15)		(27)		(32)		(51)
Income before income tax expense (benefit)	73		86		78		84
Income tax expense (benefit)	7		10		8		10
Net income	$	66	$	76	$	70	$	74
The accompanying notes are an integral part of these consolidated financial statements.

120

NEVADA POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY (Unaudited)

(Amounts in millions, except shares)

								Accumulated
				Additional				Other		Total
	Common Stock			Paid-in		Retained		Comprehensive		Shareholder's
	Shares	Amount		Capital		Earnings		Loss, Net		Equity
Balance, March 31, 2022	1,000	$	—	$	2,308	$	722	$	(2)	$	3,028
Net income	—	—		—		76		—		76
Contributions	—	—		25		—		—		25
Balance, June 30, 2022	1,000	$	—	$	2,333	$	798	$	(2)	$	3,129
Balance, December 31, 2021	1,000	$	—	$	2,308	$	724	$	(2)	$	3,030
Net income	—	—		—		74		—		74
Contributions	—	—		25		—		—		25
Balance, June 30, 2022	1,000	$	—	$	2,333	$	798	$	(2)	$	3,129
Balance, March 31, 2023	1,000	$	—	$	2,733	$	1,026	$	(1)	$	3,758
Net income	—	—		—		66		—		66
Balance, June 30, 2023	1,000	$	—	$	2,733	$	1,092	$	(1)	$	3,824
Balance, December 31, 2022	1,000	$	—	$	2,333	$	1,022	$	(1)	$	3,354
Net income	—	—		—		70		—		70
Contributions	—	—		400		—		—		400
Balance, June 30, 2023	1,000	$	—	$	2,733	$	1,092	$	(1)	$	3,824
The accompanying notes are an integral part of these consolidated financial statements.

121

NEVADA POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Amounts in millions)

	Six-Month Periods
	Ended June 30,
	2023		2022
Cash flows from operating activities:
Net income	$	70	$	74
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	214		206
Allowance for equity funds	(8)		(5)
Changes in regulatory assets and liabilities	(19)		(14)
Deferred income taxes and amortization of investment tax credits	9		12
Deferred energy	(252)		(159)
Amortization of deferred energy	131		46
Other, net	(1)		10
Changes in other operating assets and liabilities:
Trade receivables and other assets	(83)		(154)
Inventories	(27)		(4)
Accrued property, income and other taxes	(4)		18
Accounts payable and other liabilities	202		194
Net cash flows from operating activities	232		224
Cash flows from investing activities:
Capital expenditures	(719)		(350)
Proceeds from repayment of affiliate note receivable	100		—
Net cash flows from investing activities	(619)		(350)
Cash flows from financing activities:
Net (repayments of) proceeds from long-term debt	(1)		300
Net repayments of short-term debt	—		(180)
Contributions from parent	400		25
Other, net	(10)		(9)
Net cash flows from financing activities	389		136
Net change in cash and cash equivalents and restricted cash and cash equivalents	2		10
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	60		45
Cash and cash equivalents and restricted cash and cash equivalents at end of period	$	62	$	55
The accompanying notes are an integral part of these consolidated financial statements.

122

NEVADA POWER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1)    General

Nevada Power Company, together with its subsidiaries ("Nevada Power"), is a wholly owned subsidiary of NV Energy, Inc. ("NV Energy"), a holding company that also owns Sierra Pacific Power Company and its subsidiaries ("Sierra Pacific") and certain other subsidiaries. Nevada Power is a U.S. regulated electric utility company serving retail customers, including residential, commercial and industrial customers, primarily in the Las Vegas, North Las Vegas, Henderson and adjoining areas. NV Energy is an indirect wholly owned subsidiary of Berkshire Hathaway Energy Company ("BHE"). BHE is a holding company based in Des Moines, Iowa that owns subsidiaries principally engaged in energy businesses. BHE is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway").

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 2023, and for the three- and six-month periods ended June 30, 2023 and 2022. The Consolidated Statements of Comprehensive Income have been omitted as net income equals comprehensive income for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the three- and six-month periods ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Notes to Consolidated Financial Statements included in Nevada Power's Annual Report on Form 10-K for the year ended December 31, 2022, describes the most significant accounting policies used in the preparation of the unaudited Consolidated Financial Statements. There have been no significant changes in Nevada Power's accounting policies or its assumptions regarding significant accounting estimates during the six-month period ended June 30, 2023.

(2)    Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash equivalents consist of funds invested in money market mutual funds, U.S. Treasury Bills and other investments with a maturity of three months or less when purchased. Cash and cash equivalents exclude amounts where availability is restricted by legal requirements, loan agreements or other contractual provisions. Restricted cash and cash equivalents consist of funds restricted by the Public Utilities Commission of Nevada ("PUCN") for a certain renewable energy contract. A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	47	$	43
Restricted cash and cash equivalents included in other current assets	15		17
Total cash and cash equivalents and restricted cash and cash equivalents	$	62	$	60

123

(3)    Property, Plant and Equipment, Net

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

		As of
	Depreciable Life	June 30,		December 31,
		2023		2022
Utility plant:
Generation	30 - 55 years	$	4,100	$	3,977
Transmission	45 - 70 years	1,581		1,562
Distribution	20 - 65 years	4,299		4,134
General and intangible plant	5 - 65 years	898		871
Utility plant		10,878		10,544
Accumulated depreciation and amortization		(3,731)		(3,624)
Utility plant, net		7,147		6,920
Non-regulated, net of accumulated depreciation and amortization	45 years	1		1
		7,148		6,921
Construction work-in-progress		906		485
Property, plant and equipment, net		$	8,054	$	7,406

(4)    Recent Financing Transactions

Long-Term Debt

In March 2023, Nevada Power repurchased and entered into a re-offering of the following series of fixed-rate tax-exempt bonds: $40 million of its Coconino County, Arizona Pollution Control Corporation Revenue Bonds, Series 2017A, due 2032; $13 million of its Coconino County, Arizona Pollution Control Corporation Revenue Bonds, Series 2017B, due 2039; and $40 million of its Clark County, Nevada Revenue Bonds, Series 2017, due 2036. The Coconino Series 2017A bond was offered at a fixed rate of 4.125% and the Coconino Series 2017B and Clark Series 2017 bonds were offered at a fixed rate of 3.750%.

Credit Facilities

In June 2023, Nevada Power amended its existing $400 million secured credit facility expiring in June 2025. The amendment increased the commitment of the lenders to $600 million and extended the expiration date to June 2026.

(5)    Income Taxes

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
Effects of ratemaking	(11)		(10)		(10)		(10)
Other	—		1		(1)		1
Effective income tax rate	10	%	12	%	10	%	12	%

Effects of ratemaking is primarily attributable to the recognition of excess deferred income taxes related to 2017 tax reform pursuant to an order issued by the PUCN effective January 1, 2021.

124

Berkshire Hathaway includes BHE and its subsidiaries in its U.S. federal income tax return. Consistent with established regulatory practice, Nevada Power's provision for federal income tax has been computed on a stand-alone basis, and substantially all of its currently payable or receivable income tax is remitted to or received from BHE. For the six-month period ended June 30, 2023, Nevada Power made no cash payments for federal income tax to BHE. For the six-month period ended June 30, 2022, Nevada Power received net cash payments for federal income tax from BHE totaling $21 million.

(6)    Employee Benefit Plans

Nevada Power is a participant in benefit plans sponsored by NV Energy. The NV Energy Retirement Plan includes a qualified pension plan ("Qualified Pension Plan") and a supplemental executive retirement plan and a restoration plan (collectively, "Non‑Qualified Pension Plans") that provide pension benefits for eligible employees. The NV Energy Comprehensive Welfare Benefit and Cafeteria Plan provides certain postretirement health care and life insurance benefits for eligible retirees ("Other Postretirement Plans") on behalf of Nevada Power. Amounts attributable to Nevada Power were allocated from NV Energy based upon the current, or in the case of retirees, previous, employment location. Offsetting regulatory assets and liabilities have been recorded related to the amounts not yet recognized as a component of net periodic benefit costs that will be included in regulated rates. Net periodic benefit costs not included in regulated rates are included in accumulated other comprehensive loss, net.

Amounts receivable from (payable to) NV Energy are included on the Consolidated Balance Sheets and consist of the following (in millions):

	As of
	June 30,		December 31,
	2023		2022
Qualified Pension Plan:
Other non-current assets	$	26	$	27
Non-Qualified Pension Plans:
Other current liabilities	(1)		(1)
Other long-term liabilities	(6)		(6)
Other Postretirement Plans:
Other non-current assets	7		7

(7)    Risk Management and Hedging Activities

Nevada Power is exposed to the impact of market fluctuations in commodity prices and interest rates. Nevada Power is principally exposed to electricity and natural gas market fluctuations primarily through Nevada Power's obligation to serve retail customer load in its regulated service territory. Nevada Power's load and generating facilities represent substantial underlying commodity positions. Exposures to commodity prices consist mainly of variations in the price of fuel required to generate electricity and wholesale electricity that is purchased and sold. Commodity prices are subject to wide price swings as supply and demand are impacted by, among many other unpredictable items, weather, market liquidity, generating facility availability, customer usage, storage, and transmission and transportation constraints. The actual cost of fuel and purchased power is recoverable through the deferred energy mechanism. Interest rate risk exists on variable-rate debt and future debt issuances. Nevada Power does not engage in proprietary trading activities.

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

There have been no significant changes in Nevada Power's accounting policies related to derivatives. Refer to Note 8 for additional information on derivative contracts.

125

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

			Derivative
	Other		Contracts -		Other
	Current		Current		Long-term
	Assets		Liabilities		Liabilities		Total
As of June, 30 2023
Not designated as hedging contracts(1) -
Total derivatives - commodity liabilities	$	—	$	(104)	$	(22)	$	(126)
As of December 31, 2022
Not designated as hedging contracts(1):
Commodity assets	$	23	$	—	$	—	$	23
Commodity liabilities	—		(51)		(24)		(75)
Total derivatives - net basis	$	23	$	(51)	$	(24)	$	(52)

(1)Nevada Power's commodity derivatives not designated as hedging contracts are included in regulated rates. As of June 30, 2023 a regulatory asset of $126 million was recorded related to the net derivative liability of $126 million. As of December 31, 2022 a regulatory asset of $52 million was recorded related to the net derivative liability of $52 million.

Derivative Contract Volumes

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

	Unit of	June 30,	December 31,
	Measure	2023	2022
Electricity purchases	Megawatt hours	2	2
Natural gas purchases	Decatherms	127	109

Credit Risk

Nevada Power is exposed to counterparty credit risk associated with wholesale energy supply and marketing activities with other utilities, energy marketing companies, financial institutions and other market participants. Credit risk may be concentrated to the extent Nevada Power's counterparties have similar economic, industry or other characteristics and due to direct and indirect relationships among the counterparties. Before entering into a transaction, Nevada Power analyzes the financial condition of each significant wholesale counterparty, establishes limits on the amount of unsecured credit to be extended to each counterparty and evaluates the appropriateness of unsecured credit limits on an ongoing basis. To further mitigate wholesale counterparty credit risk, Nevada Power enters into netting and collateral arrangements that may include margining and cross-product netting agreements and obtain third-party guarantees, letters of credit and cash deposits. If required, Nevada Power exercises rights under these arrangements, including calling on the counterparty's credit support arrangement.

Collateral and Contingent Features

In accordance with industry practice, certain wholesale agreements, including derivative contracts, contain credit support provisions that in part base certain collateral requirements on credit ratings for senior unsecured debt as reported by one or more of the recognized credit rating agencies. These agreements may either specifically provide bilateral rights to demand cash or other security if credit exposures on a net basis exceed specified rating-dependent threshold levels "credit-risk-related contingent features") or provide the right for counterparties to demand "adequate assurance" if there is a material adverse change in Nevada Power's creditworthiness. These rights can vary by contract and by counterparty. As of June 30, 2023, Nevada Power's credit ratings for its senior secured debt and its issuer credit ratings for senior unsecured debt from the recognized credit rating agencies were investment grade.

126

The aggregate fair value of Nevada Power's derivative contracts in liability positions with specific credit-risk-related contingent features totaled $9 million and $5 million as of June 30, 2023 and December 31, 2022, respectively, which represents the amount of collateral to be posted if all credit risk related contingent features for derivative contracts in liability positions had been triggered. Nevada Power's collateral requirements could fluctuate considerably due to market price volatility, changes in credit ratings, changes in legislation or regulation or other factors.

(8)    Fair Value Measurements

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

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

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

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

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

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Total
As of June 30, 2023:
Assets:
Money market mutual funds	$	48	—		—		$	48
Investment funds	3		—		—		3
	$	51	$	—	$	—	$	51
Liabilities - commodity derivatives	$	—	$	—	$	(126)	$	(126)
As of December 31, 2022:
Assets:
Commodity derivatives	$	—	$	—	$	23	$	23
Money market mutual funds	34		—		—		34
Investment funds	3		—		—		3
	$	37	$	—	$	23	$	60
Liabilities - commodity derivatives	$	—	$	—	$	(75)	$	(75)

127

Derivative contracts are recorded on the Consolidated Balance Sheets as either assets or liabilities and are stated at estimated fair value unless they are designated as normal purchases or normal sales and qualify for the exception afforded by GAAP. When available, the fair value of derivative contracts is estimated using unadjusted quoted prices for identical contracts in the market in which Nevada Power transacts. When quoted prices for identical contracts are not available, Nevada Power uses forward price curves. Forward price curves represent Nevada Power's estimates of the prices at which a buyer or seller could contract today for delivery or settlement at future dates. Nevada Power bases its forward price curves upon internally developed models, with internal and external fundamental data inputs. Market price quotations for certain electricity and natural gas trading hubs are not as readily obtainable due to markets that are not active. Given that limited market data exists for these contracts, Nevada Power uses forward price curves derived from internal models based on perceived pricing relationships to major trading hubs that are based on unobservable inputs. The model incorporates a mid-market pricing convention (the mid‑point price between bid and ask prices) as a practical expedient for valuing its assets and liabilities measured and reported at fair value. The determination of the fair value for derivative contracts not only includes counterparty risk, but also the impact of Nevada Power's nonperformance risk on its liabilities, which as of June 30, 2023 and December 31, 2022, had an immaterial impact to the fair value of its derivative contracts. As such, Nevada Power considers its derivative contracts to be valued using Level 3 inputs.

Nevada Power's investments in money market mutual funds and investment funds are stated at fair value. When available, a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value.

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Beginning balance	$	(116)	$	(168)	$	(52)	$	(113)
Changes in fair value recognized in regulatory assets	(54)		(21)		(119)		(77)
Settlements	44		14		45		15
Ending balance	$	(126)	$	(175)	$	(126)	$	(175)

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

	As of June 30, 2023				As of December 31, 2022
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term debt	$	3,196	$	3,086	$	3,195	$	3,114

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(9)    Commitments and Contingencies

Environmental Laws and Regulations

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

Legal Matters

Nevada Power is party to a variety of legal actions arising out of the normal course of business. Nevada Power does not believe that such normal and routine litigation will have a material impact on its consolidated financial results.

(10)    Revenue from Contracts with Customers

The following table summarizes Nevada Power's revenue from contracts with customers ("Customer Revenue") by line of business, with further disaggregation of retail by customer class (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Customer Revenue:
Retail:
Residential	$	404	$	353	$	697	$	566
Commercial	177		131		313		226
Industrial	173		124		311		203
Other	4		3		10		4
Total fully bundled	758		611		1,331		999
Distribution only service	4		5		7		10
Total retail	762		616		1,338		1,009
Wholesale, transmission and other	15		18		33		34
Total Customer Revenue	777		634		1,371		1,043
Other revenue	4		5		9		11
Total operating revenue	$	781	$	639	$	1,380	$	1,054

129

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

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

Results of Operations for the Second Quarter and First Six Months of 2023 and 2022

Overview

Net income for the second quarter of 2023 was $66 million, a decrease of $10 million, compared to 2022 primarily due to lower utility margin, higher interest expense, primarily due to higher long-term debt, higher operations and maintenance expenses, mainly due to increased plant operations and maintenance expenses, partially offset by lower earnings sharing, and higher depreciation and amortization, mainly due to higher plant placed in-service. The decrease is offset by favorable interest and dividend income, mainly from higher carrying charges on regulatory balances, higher capitalized interest mainly due to higher construction work-in-progress and favorable cash surrender value of corporate-owned life insurance policies. Utility margin decreased primarily due to lower retail customer volumes, partially offset by higher regulatory-related revenue deferrals. Retail customer volumes, including distribution only service customers, decreased 4.5% primarily due to the unfavorable impact of weather, offset by an increase in the average number of customers. Energy generated for the second quarter of 2023 was comparable to 2022. Wholesale electricity sales volumes decreased 68% and purchased electricity volumes decreased 11%.

Net income for the first six months of 2023 was $70 million, a decrease of $4 million, compared to 2022 primarily due to higher interest expense, mainly due to higher long-term debt, higher operations and maintenance expenses and higher depreciation and amortization, mainly due to higher plant placed in-service. The decrease is partially offset by favorable interest and dividend income, mainly from higher carrying charges on regulatory balances, higher capitalized interest mainly due to higher construction work-in-progress and favorable cash surrender value of corporate-owned life insurance policies. Operations and maintenance expenses increased primarily due to increased plant operations and maintenance expenses and higher customer service operations expenses, partially offset by lower earnings sharing. Utility margin decreased primarily due to lower retail customer volumes, partially offset by higher regulatory-related revenue deferrals and higher other retail revenue. Retail customer volumes, including distribution only service customers, decreased 1.2% primarily due to the unfavorable impact of weather, offset by an increase in the average number of customers. Energy generated increased 16% for the first six months of 2023 compared to 2022 primarily due to higher natural-gas fueled generation. Wholesale electricity sales volumes decreased 61% and purchased electricity volumes decreased 21%.

Non-GAAP Financial Measure

Management utilizes various key financial measures that are prepared in accordance with GAAP, as well as non-GAAP financial measures such as, utility margin, to help evaluate results of operations. Utility margin is calculated as electric operating revenue less cost of fuel and energy, which are captions presented on the Consolidated Statements of Operations.

Nevada Power's cost of fuel and energy are directly recovered from its customers through regulatory recovery mechanisms and as a result, changes in Nevada Power's expenses result in comparable changes to revenue. As such, management believes utility margin more appropriately and concisely explains profitability rather than a discussion of revenue and cost of sales separately. Management believes the presentation of utility margin provides meaningful and valuable insight into the information management considers important to running the business and a measure of comparability to others in the industry.

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Utility margin is not a measure calculated in accordance with GAAP and should be viewed as a supplement to, and not a substitute for, operating income which is the most directly comparable financial measure prepared in accordance with GAAP. The following table provides a reconciliation of utility margin to operating income (in millions):

	Second Quarter								First Six Months
	2023		2022		Change				2023		2022		Change
Utility margin:
Operating revenue	$	781	$	639	$	142	22	%	$	1,380	$	1,054	$	326	31	%
Cost of fuel and energy	493		336		157		47		877		548		329		60
Utility margin	288		303		(15)		(5)		503		506		(3)		(1)
Operations and maintenance	78		75		3		4		151		140		11		8
Depreciation and amortization	108		103		5		5		214		206		8		4
Property and other taxes	14		12		2		17		28		25		3		12
Operating income	$	88	$	113	$	(25)	(22)	%	$	110	$	135	$	(25)	(19)	%

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Utility Margin

A comparison of key operating results related to utility margin is as follows:

	Second Quarter								First Six Months
	2023		2022		Change				2023		2022		Change
Utility margin (in millions):
Operating revenue	$	781	$	639	$	142	22	%	$	1,380	$	1,054	$	326	31	%
Cost of fuel and energy	493		336		157		47		877		548		329		60
Utility margin	$	288	$	303	$	(15)	(5)	%	$	503	$	506	$	(3)	(1)	%
Sales (GWhs):
Residential	2,268		2,612		(344)		(13)	%	3,904		4,197		(293)		(7)	%
Commercial	1,251		1,272		(21)		(2)		2,248		2,270		(22)		(1)
Industrial	1,456		1,409		47		3		2,698		2,584		114		4
Other	44		46		(2)		(4)		87		92		(5)		(5)
Total fully bundled(1)	5,019		5,339		(320)		(6)		8,937		9,143		(206)		(2)
Distribution only service	708		661		47		7		1,306		1,230		76		6
Total retail	5,727		6,000		(273)		(5)		10,243		10,373		(130)		(1)
Wholesale	67		210		(143)		(68)		130		335		(205)		(61)
Total GWhs sold	5,794		6,210		(416)		(7)	%	10,373		10,708		(335)		(3)	%
Average number of retail customers (in thousands)	1,012		1,000		12		1	%	1,011		997		14		1	%
Average revenue per MWh:
Retail - fully bundled(1)	$	151.17	$	114.36	$	36.81	32	%	$	148.98	$	109.26	$	39.72	36	%
Wholesale	$	47.45	$	34.36	$	13.09	38	%	$	72.10	$	37.55	$	34.55	92	%
Heating degree days	73		31		42		*		1,383		985		398		40	%
Cooling degree days	1,121		1,322		(201)		(15)	%	1,124		1,371		(247)		(18)	%
Sources of energy (GWhs)(2)(3):
Natural gas	2,931		2,935		(4)		—	%	6,194		5,313		881		17	%
Renewables	19		20		(1)		(5)		34		34		—		—
Total energy generated	2,950		2,955		(5)		—		6,228		5,347		881		16
Energy purchased	2,199		2,472		(273)		(11)		3,336		4,233		(897)		(21)
Total	5,149		5,427		(278)		(5)	%	9,564		9,580		(16)		—	%
Average cost of energy per MWh(4):
Energy generated	$	60.13	$	49.65	$	10.48	21	%	$	76.19	$	46.19	$	30.00	65	%
Energy purchased	$	143.80	$	76.63	$	67.17	88	%	$	120.73	$	71.07	$	49.66	70	%

*    Not meaningful

(1)    Fully bundled includes sales to customers for combined energy, transmission and distribution services.

(2)    The average cost of energy per MWh and sources of energy excludes 179 GWhs and 360 GWhs of gas generated energy that is purchased at cost by related parties for the second quarter of 2023 and 2022, respectively. The average cost of energy per MWh and sources of energy excludes 462 GWhs and 784 GWhs of gas generated energy that is purchased at cost by related parties for the first six months of 2023 and 2022, respectively.

(3)    GWh amounts are net of energy used by the related generating facilities.

(4)    The average cost of energy per MWh includes only the cost of fuel associated with the generating facilities, purchased power and deferrals.

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Quarter Ended June 30, 2023 Compared to Quarter Ended June 30, 2022

Utility margin decreased $15 million, or 5%, for the second quarter of 2023 compared to 2022 primarily due to:

•$21 million of lower electric retail utility margin primarily due to lower retail customer volumes. Retail customer volumes, including distribution only service customers, decreased 4.5% primarily due to the unfavorable impact of weather, offset by an increase in the average number of customers.

The decrease in utility margin was partially offset by:

•$3 million of higher energy efficiency program rates (offset in operations and maintenance expense) and

•$3 million of higher regulatory-related revenue deferrals.

Operations and maintenance increased $3 million, or 4%, for the second quarter of 2023 compared to 2022 primarily due to increased plant operations and maintenance expenses, higher energy efficiency program costs (offset in operating revenue) and higher customer service operations expenses, partially offset by lower earnings sharing.

Depreciation and amortization increased $5 million, or 5%, for the second quarter of 2023 compared to 2022 primarily due to higher plant placed in-service.

Property and other taxes increased $2 million, or 17%, for the second quarter of 2023 compared to 2022 primarily due to a decrease in the amount of abatements available and an increase in commerce and franchise tax from higher revenue.

Interest expense increased $10 million, or 26%, for the second quarter of 2023 compared to 2022 primarily due to higher long-term debt.

Capitalized interest increased $5 million for the second quarter of 2023 compared to 2022 primarily due to higher construction work-in-progress.

Allowance for equity funds increased $2 million for the second quarter of 2023 compared to 2022 primarily due to higher construction work-in-progress.

Interest and dividend income increased $10 million for the second quarter of 2023 compared to 2022 primarily due to favorable interest income, mainly from carrying charges on regulatory balances.

Other, net increased $5 million for the second quarter of 2023 compared to 2022 primarily due to favorable cash surrender value of corporate-owned life insurance policies.

Income tax expense decreased $3 million, or 30%, for the second quarter of 2023 compared to 2022 primarily due to lower pretax income. The effective tax rate was 10% in 2023 and 12% in 2022 and decreased primarily due to the effects of ratemaking.

First Six Months of 2023 Compared to First Six Months of 2022

Utility margin decreased $3 million, or 5%, for the first six months of 2023 compared to 2022 primarily due to:

•$18 million of lower electric retail utility margin primarily due to lower retail customer volumes. Retail customer volumes, including distribution only service customers, decreased 1.2% primarily due to the unfavorable impact of weather, offset by an increase in the average number of customers.

The decrease in utility margin was offset by:

•$6 million of higher energy efficiency program rates (offset in operations and maintenance expense);

•$5 million of higher regulatory-related revenue deferrals; and

•$3 million of higher other retail revenue.

Operations and maintenance increased by $11 million, or 8%, for the first six months of 2023 compared to 2022 primarily due to increased plant operations and maintenance expenses, higher energy efficiency program costs (offset in operating revenue) and higher customer service operations expenses, partially offset by lower earnings sharing.

133

Depreciation and amortization increased $8 million, or 4%, for the first six months of 2023 compared to 2022 primarily due to higher plant placed in-service.

Property and other taxes increased $3 million, or 12%, for the first six months of 2023 compared to 2022 primarily due to a decrease in the amount of abatements available and an increase in commerce and franchise tax from higher revenue.

Interest expense increased $21 million, or 27%, for the first six months of 2023 compared to 2022 primarily due to higher long-term debt.

Capitalized interest increased $6 million for the first six months of 2023 compared to 2022 primarily due to higher construction work-in-progress.

Allowance for equity funds increased $3 million, or 60% for the first six months of 2023 compared to 2022 primarily due to higher construction work-in-progress.

Interest and dividend income increased $23 million for the first six months of 2023 compared to 2022 primarily due to favorable interest income, mainly from carrying charges on regulatory balances.

Other, net increased $8 million for the first six months of 2023 compared to 2022 primarily due to favorable cash surrender value of corporate-owned life insurance policies.

Income tax expense decreased $2 million, or 20%, for the first six months of 2023 compared to 2022 primarily due to lower pretax income. The effective tax rate was 10% in 2023 and 12% in 2022 and decreased primarily due to the effects of ratemaking.

Liquidity and Capital Resources

As of June 30, 2023, Nevada Power's total net liquidity was as follows (in millions):

Cash and cash equivalents	$	47
Credit facility	600
Total net liquidity	$	647
Credit facility:
Maturity date	2026

Operating Activities

Net cash flows from operating activities for the six-month periods ended June 30, 2023 and 2022, were $232 million and $224 million, respectively. The change was primarily due to higher collections from customers, the timing of payments for operating costs and increased customer advance collections, partially offset by higher payments related to fuel and energy costs, lower cash received for income tax and higher interest payments.

The timing of Nevada Power's income tax cash flows from period to period can be significantly affected by the estimated federal income tax payment methods and assumptions made for each payment date.

Investing Activities

Net cash flows from investing activities for the six-month periods ended June 30, 2023 and 2022, were $(619) million and $(350) million, respectively. The change was primarily due to increased capital expenditures, offset by the repayment of an affiliate note receivable. Refer to "Future Uses of Cash" for further discussion of capital expenditures.

Financing Activities

Net cash flows from financing activities for the six-month periods ended June 30, 2023 and 2022, were $389 million and $136 million, respectively. The change was primarily due to contributions from NV Energy, Inc. and lower repayments of short-term debt, partially offset by lower proceeds from the issuance of long-term debt.

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Long-Term Debt

In March 2023, Nevada Power repurchased and entered into a re-offering of the following series of fixed-rate tax-exempt bonds: $40 million of its Coconino County, Arizona Pollution Control Corporation Revenue Bonds, Series 2017A, due 2032; $13 million of its Coconino County, Arizona Pollution Control Corporation Revenue Bonds, Series 2017B, due 2039; and $40 million of its Clark County, Nevada Revenue Bonds, Series 2017, due 2036. The Coconino Series 2017A bond was offered at a fixed rate of 4.125% and the Coconino Series 2017B and Clark Series 2017 bonds were offered at a fixed rate of 3.750%.

Debt Authorizations

Nevada Power currently has financing authority from the PUCN consisting of the ability to: (1) establish debt issuances limited to a debt ceiling of $3.8 billion (excluding borrowings under Nevada Power's $600 million secured credit facility); and (2) maintain a revolving credit facility of up to $1.3 billion. Nevada Power currently has an effective shelf registration statement with the SEC to issue up to $2.6 billion of general and refunding mortgage securities through November 2025.

Future Uses of Cash

Nevada Power has available a variety of sources of liquidity and capital resources, both internal and external, including net cash flows from operating activities, public and private debt offerings, the use of its secured revolving credit facility, capital contributions and other sources. These sources are expected to provide funds required for current operations, capital expenditures, debt retirements and other capital requirements. The availability and terms under which Nevada Power has access to external financing depends on a variety of factors, including regulatory approvals, Nevada Power's credit ratings, investors' judgment of risk and conditions in the overall capital markets, including the condition of the utility industry.

Capital Expenditures

Capital expenditure needs are reviewed regularly by management and may change significantly as a result of these reviews, which may consider, among other factors, changes in environmental and other rules and regulations; impacts to customer rates; outcomes of regulatory proceedings; changes in income tax laws; general business conditions; load projections; system reliability standards; the cost and efficiency of construction labor, equipment and materials; commodity prices; and the cost and availability of capital. Prudently incurred expenditures for compliance-related items such as pollution control technologies, replacement generation and associated operating costs are generally incorporated into Nevada Power's regulated retail rates.

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

	Six-Month Periods				Annual
	Ended June 30,				Forecast
	2022		2023		2023
Electric distribution	$	108	$	148	$	315
Electric transmission	39		94		189
Solar generation	23		238		288
Electric battery storage	—		41		241
Other	180		198		367
Total	$	350	$	719	$	1,400

Nevada Power received PUCN approval through its previous IRP filings for an increase in solar generation and electric transmission and through the fourth amendment to its 2021 Joint IRP filing for the addition of peaking turbines at a generating facility. Nevada Power has included estimates from its previous and latest IRP filings in its forecast capital expenditures for 2023. These estimates may change as a result of the RFP process. Nevada Power's historical and forecast capital expenditures include the following:

•Electric distribution includes both growth projects and operating expenditures consisting of routine expenditures for distribution needed to serve existing and expected demand.

135

•Electric transmission includes both growth projects and operating expenditures. Growth projects primarily relate to the Nevada Utilities' Greenlink Nevada transmission expansion program. Nevada Power has received approval from the PUCN to build a 350-mile, 525-kV transmission line connecting the Ft. Churchill substation to the Northwest substation to the Harry Allen substation; a 235-mile, 525-kV transmission line connecting the new Ft. Churchill substation to the Robinson Summit substation; a 46-mile, 345-kV transmission line from the new Ft. Churchill substation to the Mira Loma substation; and a 38-mile, 345-kV transmission line from the new Ft. Churchill substation to the Robinson Summit substation. Operating expenditures consist of routine expenditures for transmission and other infrastructure needed to serve existing and expected demand.

•Solar generation investment includes expenditures for a 150-MW solar photovoltaic facility with an additional 100 MWs of co-located battery storage that will be developed in Clark County, Nevada. Commercial operation is expected by the end of 2023 or early 2024.

•Electric battery storage includes two growth projects consisting of a 100-MW battery energy storage system co-located with a 150-MW solar photovoltaic facility that will be developed in Clark County, Nevada. Commercial operation is expected by the end of 2023 or early 2024. The second project is a 220-MW grid-tied battery energy storage system that will be developed on the site of the retired Reid Gardner generating facility in Clark County, Nevada. Commercial operation is expected by the end of 2023.

•Other includes both growth projects and operating expenditures. Growth projects primarily consist of an additional 400 MW of peaking combustion turbines that will be developed at the Silverhawk generating facility in Clark County, Nevada. Commercial operation is expected by the third quarter of 2024. Operating expenditures consist of turbine upgrades at several generating facilities, routine expenditures for generation, other operating projects and other infrastructure needed to serve existing and expected demand.

Material Cash Requirements

As of June 30, 2023, there have been no material changes in cash requirements from the information provided in Item 7 of Nevada Power's Annual Report on Form 10-K for the year ended December 31, 2022, other than those disclosed in Note 4 of the Notes to Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.

Regulatory Matters

Nevada Power is subject to comprehensive regulation. Refer to "Regulatory Matters" in Berkshire Hathaway Energy's Part I, Item 2 of this Form 10-Q for discussion regarding Nevada Power's current regulatory matters.

Environmental Laws and Regulations

Nevada Power is subject to federal, state and local laws and regulations regarding air quality, climate change, emissions performance standards, water quality, coal ash disposal and other environmental matters that have the potential to impact Nevada Power's current and future operations. In addition to imposing continuing compliance obligations, these laws and regulations provide regulators with the authority to levy substantial penalties for noncompliance including fines, injunctive relief and other sanctions. These laws and regulations are administered by various federal, state and local agencies. Nevada Power believes it is in material compliance with all applicable laws and regulations, although many are subject to interpretation that may ultimately be resolved by the courts. Environmental laws and regulations continue to evolve, and Nevada Power is unable to predict the impact of the changing laws and regulations on its operations and financial results.

Refer to "Environmental Laws and Regulations" in Berkshire Hathaway Energy's Part I, Item 2 of this Form 10-Q for additional information regarding environmental laws and regulations.

Critical Accounting Estimates

Certain accounting measurements require management to make estimates and judgments concerning transactions that will be settled several years in the future. Amounts recognized on the Consolidated Financial Statements based on such estimates involve numerous assumptions subject to varying and potentially significant degrees of judgment and uncertainty and will likely change in the future as additional information becomes available. Estimates are used for, but not limited to, the accounting for the effects of certain types of regulation, derivatives, impairment of long-lived assets, income taxes and revenue recognition - unbilled revenue. For additional discussion of Nevada Power's critical accounting estimates, see Item 7 of Nevada Power's Annual Report on Form 10‑K for the year ended December 31, 2022. There have been no significant changes in Nevada Power's assumptions regarding critical accounting estimates since December 31, 2022.

136

Sierra Pacific Power Company and its subsidiaries

Consolidated Financial Section

137

PART I

Item 1.Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of

Sierra Pacific Power Company

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheet of Sierra Pacific Power Company and subsidiaries ("Sierra Pacific") as of June 30, 2023, the related consolidated statements of operations, and changes in shareholder's equity for the three-month and six-month periods ended June 30, 2023 and 2022, and of cash flows for the six-month periods ended June 30, 2023 and 2022, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of Sierra Pacific as of December 31, 2022, and the related consolidated statements of operations, changes in shareholder's equity, and cash flows for the year then ended (not presented herein); and in our report dated February 24, 2023, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of Sierra Pacific's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to Sierra Pacific in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

/s/ Deloitte & Touche LLP

Las Vegas, Nevada

August 4, 2023

138

SIERRA PACIFIC POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Amounts in millions, except share data)

	As of
	June 30,		December 31,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	37	$	49
Trade receivables, net	165		175
Inventories	112		79
Regulatory assets	214		357
Other current assets	30		50
Total current assets	558		710
Property, plant and equipment, net	3,684		3,587
Regulatory assets	259		254
Other assets	183		181
Total assets	$	4,684	$	4,732
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable	$	190	$	224
Note payable to affiliate	—		70
Accrued property, income and other taxes	51		15
Current portion of long-term debt	250		250
Derivative contracts	31		14
Other current liabilities	87		79
Total current liabilities	609		652
Long-term debt	899		898
Finance lease obligations	96		100
Regulatory liabilities	426		436
Deferred income taxes	416		445
Other long-term liabilities	143		153
Total liabilities	2,589		2,684
Commitments and contingencies (Note 9)
Shareholder's equity:
Common stock - $3.75 stated value, 20,000,000 shares authorized and 1,000 issued and outstanding	—		—
Additional paid-in capital	1,576		1,576
Retained earnings	520		473
Accumulated other comprehensive loss, net	(1)		(1)
Total shareholder's equity	2,095		2,048
Total liabilities and shareholder's equity	$	4,684	$	4,732
The accompanying notes are an integral part of the consolidated financial statements.

139

SIERRA PACIFIC POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Amounts in millions)

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue:
Regulated electric	$	293	$	230	$	597	$	457
Regulated natural gas	44		28		140		80
Total operating revenue	337		258		737		537
Operating expenses:
Cost of fuel and energy	179		129		360		253
Cost of natural gas purchased for resale	31		16		106		50
Operations and maintenance	49		47		105		88
Depreciation and amortization	46		37		92		73
Property and other taxes	6		6		13		12
Total operating expenses	311		235		676		476
Operating income	26		23		61		61
Other income (expense):
Interest expense	(15)		(14)		(31)		(27)
Allowance for borrowed funds	3		—		5		1
Allowance for equity funds	3		2		5		4
Interest and dividend income	5		4		12		7
Other, net	1		—		2		2
Total other income (expense)	(3)		(8)		(7)		(13)
Income before income tax expense (benefit)	23		15		54		48
Income tax expense (benefit)	3		2		7		7
Net income	$	20	$	13	$	47	$	41
The accompanying notes are an integral part of these consolidated financial statements.

140

SIERRA PACIFIC POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY (Unaudited)

(Amounts in millions, except shares)

								Accumulated
				Additional				Other		Total
	Common Stock			Paid-in		Retained		Comprehensive		Shareholder's
	Shares	Amount		Capital		Earnings		Loss, Net		Equity
Balance, March 31, 2022	1,000	$	—	$	1,241	$	453	$	(1)	$	1,693
Net income	—	—		—		13		—		13
Dividends declared	—	—		—		(70)		—		(70)
Contributions	—	—		210		—		—		210
Balance, June 30, 2022	1,000	$	—	$	1,451	$	396	$	(1)	$	1,846
Balance, December 31, 2021	1,000	$	—	$	1,111	$	425	$	(1)	$	1,535
Net income	—	—		—		41		—		41
Dividends declared	—	—		—		(70)		—		(70)
Contributions	—	—		340		—		—		340
Balance, June 30, 2022	1,000	$	—	$	1,451	$	396	$	(1)	$	1,846
Balance, March 31, 2023	1,000	$	—	$	1,576	$	500	$	(1)	$	2,075
Net income	—	—		—		20		—		20
Balance, June 30, 2023	1,000	$	—	$	1,576	$	520	$	(1)	$	2,095
Balance, December 31, 2022	1,000	$	—	$	1,576	$	473	$	(1)	$	2,048
Net income	—	—		—		47		—		47
Balance, June 30, 2023	1,000	$	—	$	1,576	$	520	$	(1)	$	2,095
The accompanying notes are an integral part of these consolidated financial statements.

141

SIERRA PACIFIC POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Amounts in millions)

	Six-Month Periods
	Ended June 30,
	2023		2022
Cash flows from operating activities:
Net income	$	47	$	41
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	92		73
Allowance for equity funds	(5)		(4)
Changes in regulatory assets and liabilities	8		(8)
Deferred income taxes and amortization of investment tax credits	(38)		5
Deferred energy	61		(67)
Amortization of deferred energy	77		46
Other, net	(1)		2
Changes in other operating assets and liabilities:
Trade receivables and other assets	9		(1)
Inventories	(34)		(10)
Accrued property, income and other taxes	49		3
Accounts payable and other liabilities	(33)		28
Net cash flows from operating activities	232		108
Cash flows from investing activities:
Capital expenditures	(170)		(191)
Net cash flows from investing activities	(170)		(191)
Cash flows from financing activities:
Proceeds from long-term debt	—		249
Long-term debt reacquired	—		(265)
Net repayments from short-term debt	—		(159)
Dividends paid	—		(70)
Contributions from parent	—		340
Repayments of affiliate note payable	(70)		—
Other, net	(4)		(4)
Net cash flows from financing activities	(74)		91
Net change in cash and cash equivalents and restricted cash and cash equivalents	(12)		8
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	56		16
Cash and cash equivalents and restricted cash and cash equivalents at end of period	$	44	$	24
The accompanying notes are an integral part of these consolidated financial statements.

142

SIERRA PACIFIC POWER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1)    General

Sierra Pacific Power Company, together with its subsidiaries ("Sierra Pacific"), is a wholly owned subsidiary of NV Energy, Inc. ("NV Energy"), a holding company that also owns Nevada Power Company and its subsidiaries ("Nevada Power") and certain other subsidiaries. Sierra Pacific is a U.S. regulated electric utility company serving retail customers, including residential, commercial and industrial customers and regulated retail natural gas customers primarily in northern Nevada. NV Energy is an indirect wholly owned subsidiary of Berkshire Hathaway Energy Company ("BHE"). BHE is a holding company based in Des Moines, Iowa that owns subsidiaries principally engaged in energy businesses. BHE is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway").

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 2023, and for the three- and six-month periods ended June 30, 2023 and 2022. The Consolidated Statements of Comprehensive Income have been omitted as net income equals comprehensive income for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the three- and six-month periods ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Notes to Consolidated Financial Statements included in Sierra Pacific's Annual Report on Form 10-K for the year ended December 31, 2022, describes the most significant accounting policies used in the preparation of the unaudited Consolidated Financial Statements. There have been no significant changes in Sierra Pacific's accounting policies or its assumptions regarding significant accounting estimates during the six-month period ended June 30, 2023.

(2)    Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash equivalents consist of funds invested in money market mutual funds, U.S. Treasury Bills and other investments with a maturity of three months or less when purchased. Cash and cash equivalents exclude amounts where availability is restricted by legal requirements, loan agreements or other contractual provisions. Restricted cash and cash equivalents consist of funds restricted by the Public Utilities Commission of Nevada ("PUCN") for a certain renewable energy contract. A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	37	$	49
Restricted cash and cash equivalents included in other current assets	7		7
Total cash and cash equivalents and restricted cash and cash equivalents	$	44	$	56

143

(3)    Property, Plant and Equipment, Net

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

		As of
	Depreciable Life	June 30,		December 31,
		2023		2022
Utility plant:
Electric generation	25 - 70 years	$	1,308	$	1,298
Electric transmission	50 - 76 years	998		993
Electric distribution	20 - 76 years	2,015		1,983
Electric general and intangible plant	5 - 65 years	225		219
Natural gas distribution	35 - 70 years	465		455
Natural gas general and intangible plant	5 - 65 years	16		15
Common general	5 - 65 years	385		380
Utility plant		5,412		5,343
Accumulated depreciation and amortization		(2,058)		(1,992)
		3,354		3,351
Construction work-in-progress		330		236
Property, plant and equipment, net		$	3,684	$	3,587

During 2022, Sierra Pacific revised its electric and gas depreciation rates effective January 2023 based on the results of a new depreciation study, the most significant impact of which was shorter average service lives for intangible software. The net effect of this change along with various changes to the average service lives of other utility plant groups will increase depreciation and amortization expense by $19 million annually based on depreciable plant balances at the time of the change.

(4)    Recent Financing Transactions

Credit Facilities

In June 2023, Sierra Pacific amended its existing $250 million secured credit facility expiring in June 2025. The amendment increased the commitment of the lenders to $400 million and extended the expiration date to June 2026.

(5)    Income Taxes

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
Effects of ratemaking	(9)		(8)		(9)		(7)
Other	1		—		1		1
Effective income tax rate	13	%	13	%	13	%	15	%

Effects of ratemaking is primarily attributable to the recognition of excess deferred income taxes related to 2017 tax reform pursuant to an order issued by the PUCN effective January 1, 2020.

Berkshire Hathaway includes BHE and its subsidiaries in its U.S. federal income tax return. Consistent with established regulatory practice, Sierra Pacific's provision for federal income tax has been computed on a stand-alone basis, and substantially all of its currently payable or receivable income tax is remitted to or received from BHE. For the six-month periods ended June 30, 2023 and 2022, Sierra Pacific made no cash payments for federal income tax to BHE.

144

(6)    Employee Benefit Plans

Sierra Pacific is a participant in benefit plans sponsored by NV Energy. The NV Energy Retirement Plan includes a qualified pension plan ("Qualified Pension Plan") and a supplemental executive retirement plan and a restoration plan (collectively, "Non‑Qualified Pension Plans") that provide pension benefits for eligible employees. The NV Energy Comprehensive Welfare Benefit and Cafeteria Plan provides certain postretirement health care and life insurance benefits for eligible retirees ("Other Postretirement Plans") on behalf of Sierra Pacific. Sierra Pacific contributed $2 million to the Other Post Retirement Plans for the six-month period ended June 30, 2023. Amounts attributable to Sierra Pacific were allocated from NV Energy based upon the current, or in the case of retirees, previous, employment location. Offsetting regulatory assets and liabilities have been recorded related to the amounts not yet recognized as a component of net periodic benefit costs that will be included in regulated rates. Net periodic benefit costs not included in regulated rates are included in accumulated other comprehensive loss, net.

Amounts receivable from (payable to) NV Energy are included on the Consolidated Balance Sheets and consist of the following (in millions):

	As of
	June 30,		December 31,
	2023		2022
Qualified Pension Plan:
Other non-current assets	$	44	$	43
Non-Qualified Pension Plans:
Other current liabilities	(1)		(1)
Other long-term liabilities	(5)		(5)
Other Postretirement Plans:
Other long-term liabilities	—		(2)

(7)    Risk Management and Hedging Activities

Sierra Pacific is exposed to the impact of market fluctuations in commodity prices and interest rates. Sierra Pacific is principally exposed to electricity, natural gas and coal market fluctuations primarily through Sierra Pacific's obligation to serve retail customer load in its regulated service territory. Sierra Pacific's load and generating facilities represent substantial underlying commodity positions. Exposures to commodity prices consist mainly of variations in the price of fuel required to generate electricity and wholesale electricity that is purchased and sold. Commodity prices are subject to wide price swings as supply and demand are impacted by, among many other unpredictable items, weather, market liquidity, generating facility availability, customer usage, storage, and transmission and transportation constraints. The actual cost of fuel and purchased power is recoverable through the deferred energy mechanism. Interest rate risk exists on variable-rate debt and future debt issuances. Sierra Pacific does not engage in proprietary trading activities.

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

There have been no significant changes in Sierra Pacific's accounting policies related to derivatives. Refer to Note 8 for additional information on derivative contracts.

145

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

	Other				Other
	Current		Current		Long-term
	Assets		Liabilities		Liabilities		Total
As of June, 30 2023
Not designated as hedging contracts(1) -
Total derivatives - commodity liabilities	$	—	$	(31)	$	(5)	$	(36)
As of December 31, 2022
Not designated as hedging contracts(1):
Commodity assets	$	8	$	—	$	—	$	8
Commodity liabilities	—		(14)		(7)		(21)
Total derivatives - net basis	$	8	$	(14)	$	(7)	$	(13)

(1)Sierra Pacific's commodity derivatives not designated as hedging contracts are included in regulated rates. As of June 30, 2023 a net regulatory asset of $36 million was recorded related to the net derivative liability of $36 million. As of December 31, 2022 a net regulatory asset of $13 million was recorded related to the net derivative liability of $13 million.

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

	Unit of	June 30,	December 31,
	Measure	2023	2022
Electricity purchases	Megawatt hours	1	1
Natural gas purchases	Decatherms	56	52

Credit Risk

Sierra Pacific is exposed to counterparty credit risk associated with wholesale energy supply and marketing activities with other utilities, energy marketing companies, financial institutions and other market participants. Credit risk may be concentrated to the extent Sierra Pacific's counterparties have similar economic, industry or other characteristics and due to direct and indirect relationships among the counterparties. Before entering into a transaction, Sierra Pacific analyzes the financial condition of each significant wholesale counterparty, establishes limits on the amount of unsecured credit to be extended to each counterparty and evaluates the appropriateness of unsecured credit limits on an ongoing basis. To further mitigate wholesale counterparty credit risk, Sierra Pacific enters into netting and collateral arrangements that may include margining and cross-product netting agreements and obtain third-party guarantees, letters of credit and cash deposits. If required, Sierra Pacific exercises rights under these arrangements, including calling on the counterparty's credit support arrangement.

Collateral and Contingent Features

In accordance with industry practice, certain wholesale agreements, including derivative contracts, contain credit support provisions that in part base certain collateral requirements on credit ratings for senior unsecured debt as reported by one or more of the recognized credit rating agencies. These agreements may either specifically provide bilateral rights to demand cash or other security if credit exposures on a net basis exceed specified rating-dependent threshold levels ("credit-risk-related contingent features") or provide the right for counterparties to demand "adequate assurance" if there is a material adverse change in Sierra Pacific's creditworthiness. These rights can vary by contract and by counterparty. As of June 30, 2023, Sierra Pacific's credit ratings for its senior secured debt and its issuer credit ratings for senior unsecured debt from the recognized credit rating agencies were investment grade.

146

The aggregate fair value of Sierra Pacific's derivative contracts in liability positions with specific credit-risk-related contingent features totaled $1 million and $— million as of June 30, 2023 and December 31, 2022, respectively, which represents the amount of collateral to be posted if all credit risk related contingent features for derivative contracts in liability positions had been triggered. Sierra Pacific's collateral requirements could fluctuate considerably due to market price volatility, changes in credit ratings, changes in legislation or regulation or other factors.

(8)    Fair Value Measurements

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

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

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

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

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

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Total
As of June 30, 2023:
Assets:
Money market mutual funds	$	36	—		—		$	36
Investment funds	1		—		—		1
	$	37	$	—	$	—	$	37
Liabilities - commodity derivatives	$	—	$	—	$	(36)	$	(36)
As of December 31, 2022:
Assets:
Commodity derivatives	$	—	$	—	$	8	$	8
Money market mutual funds	49		—		—		49
Investment funds	1		—		—		1
	$	50	$	—	$	8	$	58
Liabilities - commodity derivatives	$	—	$	—	$	(21)	$	(21)

147

Derivative contracts are recorded on the Consolidated Balance Sheets as either assets or liabilities and are stated at estimated fair value unless they are designated as normal purchases or normal sales and qualify for the exception afforded by GAAP. When available, the fair value of derivative contracts is estimated using unadjusted quoted prices for identical contracts in the market in which Sierra Pacific transacts. When quoted prices for identical contracts are not available, Sierra Pacific uses forward price curves. Forward price curves represent Sierra Pacific's estimates of the prices at which a buyer or seller could contract today for delivery or settlement at future dates. Sierra Pacific bases its forward price curves upon internally developed models, with internal and external fundamental data inputs. Market price quotations for certain electricity and natural gas trading hubs are not as readily obtainable due to markets that are not active. Given that limited market data exists for these contracts, Sierra Pacific uses forward price curves derived from internal models based on perceived pricing relationships to major trading hubs that are based on unobservable inputs. The model incorporates a mid-market pricing convention (the mid‑point price between bid and ask prices) as a practical expedient for valuing its assets and liabilities measured and reported at fair value. The determination of the fair value for derivative contracts not only includes counterparty risk, but also the impact of Sierra Pacific's nonperformance risk on its liabilities, which as of June 30, 2023 and December 31, 2022, had an immaterial impact to the fair value of its derivative contracts. As such, Sierra Pacific considers its derivative contracts to be valued using Level 3 inputs.

Sierra Pacific's investments in money market mutual funds and investment funds are stated at fair value. When available, a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value.

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Beginning balance	$	(33)	$	(52)	$	(13)	$	(33)
Changes in fair value recognized in regulatory assets	(17)		(7)		(37)		(26)
Settlements	14		5		14		5
Ending balance	$	(36)	$	(54)	$	(36)	$	(54)

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

	As of June 30, 2023				As of December 31, 2022
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term debt	$	1,149	$	1,108	$	1,148	$	1,111

(9)    Commitments and Contingencies

Environmental Laws and Regulations

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

148

Legal Matters

Sierra Pacific is party to a variety of legal actions arising out of the normal course of business. Sierra Pacific does not believe that such normal and routine litigation will have a material impact on its consolidated financial results.

(10)    Revenue from Contracts with Customers

The following table summarizes Sierra Pacific's revenue from contracts with customers ("Customer Revenue") by line of business, with further disaggregation of retail by customer class, including a reconciliation to Sierra Pacific's reportable segment information included in Note 11 (in millions):

	Three-Month Periods
	Ended June 30,
	2023						2022
	Electric		Natural Gas		Total		Electric		Natural Gas		Total
Customer Revenue:
Retail:
Residential	$	95	$	25	$	120	$	79	$	19	$	98
Commercial	102		12		114		82		6		88
Industrial	82		6		88		53		3		56
Other	1		—		1		1		—		1
Total fully bundled	280		43		323		215		28		243
Distribution only service	1		—		1		1		—		1
Total retail	281		43		324		216		28		244
Wholesale, transmission and other	12		—		12		14		—		14
Total Customer Revenue	293		43		336		230		28		258
Other revenue	—		1		1		—		—		—
Total operating revenue	$	293	$	44	$	337	$	230	$	28	$	258

	Six-Month Periods
	Ended June 30,
	2023						2022
	Electric		Natural Gas		Total		Electric		Natural Gas		Total
Customer Revenue:
Retail:
Residential	$	210	$	85	$	295	$	162	$	51	$	213
Commercial	193		39		232		151		21		172
Industrial	145		15		160		102		7		109
Other	3		—		3		3		—		3
Total fully bundled	551		139		690		418		79		497
Distribution only service	2		—		2		3		—		3
Total retail	553		139		692		421		79		500
Wholesale, transmission and other	44		—		44		35		—		35
Total Customer Revenue	597		139		736		456		79		535
Other revenue	—		1		1		1		1		2
Total operating revenue	$	597	$	140	$	737	$	457	$	80	$	537

149

(11)    Segment Information

Sierra Pacific has identified two reportable operating segments: regulated electric and regulated natural gas. The regulated electric segment derives most of its revenue from regulated retail sales of electricity to residential, commercial, and industrial customers and from wholesale sales. The regulated natural gas segment derives most of its revenue from regulated retail sales of natural gas to residential, commercial, and industrial customers and also obtains revenue by transporting natural gas owned by others through its distribution system. Pricing for regulated electric and regulated natural gas sales are established separately by the PUCN; therefore, management also reviews each segment separately to make decisions regarding allocation of resources and in evaluating performance.

The following tables provide information on a reportable segment basis (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue:
Regulated electric	$	293	$	230	$	597	$	457
Regulated natural gas	44		28		140		80
Total operating revenue	$	337	$	258	$	737	$	537
Operating income:
Regulated electric	$	23	$	19	$	48	$	49
Regulated natural gas	3		4		13		12
Total operating income	26		23		61		61
Interest expense	(15)		(14)		(31)		(27)
Allowance for borrowed funds	3		—		5		1
Allowance for equity funds	3		2		5		4
Interest and dividend income	5		4		12		7
Other, net	1		—		2		2
Total income before income tax expense (benefit)	$	23	$	15	$	54	$	48

	As of
	June 30,		December 31,
	2023		2022
Assets:
Regulated electric	$	4,182	$	4,224
Regulated natural gas	444		441
Other(1)	58		67
Total assets	$	4,684	$	4,732

(1)    Consists principally of cash and cash equivalents not included in either the regulated electric or regulated natural gas segments.

150

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

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

Results of Operations for the Second Quarter and First Six Months of 2023 and 2022

Overview

Net income for the second quarter of 2023 was $20 million, an increase of $7 million, or 54%, compared to 2022 primarily due to higher utility margin and higher allowance for borrowed funds, primarily due to increased construction work-in-progress, partially offset by higher depreciation and amortization, mainly due to increased plant placed in-service and higher regulatory amortizations. Electric utility margin increased primarily due to higher retail rates due to the 2022 regulatory rate review with new rates effective January 2023, partially offset by lower customer volumes and lower transmission and wholesale revenue. Electric retail customer volumes, including distribution only service customers, decreased by 7.4% primarily due to the unfavorable impact of weather, offset by an increase in the average number of customers. Energy generated decreased 1% for the second quarter of 2023 compared to 2022 primarily due to lower coal-fueled generation offset by higher natural gas-fueled generation. Wholesale electricity sales volumes increased 15% and purchased electricity volumes decreased 23%.

Net income for the first six months of 2023 was $47 million, an increase of $6 million, or 15%, compared to 2022 primarily due to higher utility margin and higher interest and dividend income, primarily from carrying charges on regulatory balances, partially offset by higher depreciation and amortization, mainly due to increased plant placed in-service and higher regulatory amortizations, and increased operations and maintenance expenses, mainly due to higher plant operations and maintenance expenses and increased customer service operations expenses. Electric utility margin increased primarily due to higher retail rates due to the 2022 regulatory rate review with new rates effective January 2023 and higher transmission and wholesale revenue, partially offset by lower customer volumes. Electric retail customer volumes, including distribution only service customers, decreased by 2.6% primarily due to the unfavorable impact of weather, offset by an increase in the average number of customers. Energy generated increased 5% for the first six months of 2023 compared to 2022 primarily due to higher natural gas-fueled generation offset by lower coal-fueled generation. Wholesale electricity sales volumes decreased 11% and purchased electricity volumes decreased 22%.

Non-GAAP Financial Measure

Management utilizes various key financial measures that are prepared in accordance with GAAP, as well as non-GAAP financial measures such as, electric utility margin and natural gas utility margin, to help evaluate results of operations. Electric utility margin is calculated as electric operating revenue less cost of fuel and energy while natural gas utility margin is calculated as natural gas operating revenue less cost of natural gas purchased for resale, which are captions presented on the Consolidated Statements of Operations.

Sierra Pacific's cost of fuel and energy and cost of natural gas purchased for resale are generally recovered from its customers through regulatory recovery mechanisms and as a result, changes in Sierra Pacific's expenses result in comparable changes to revenue. As such, management believes electric utility margin and natural gas utility margin more appropriately and concisely explain profitability rather than a discussion of revenue and cost of sales separately. Management believes the presentation of electric utility margin and natural gas utility margin provides meaningful and valuable insight into the information management considers important to running the business and a measure of comparability to others in the industry.

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Electric utility margin and natural gas utility margin are not measures calculated in accordance with GAAP and should be viewed as a supplement to, and not a substitute for, operating income which is the most directly comparable financial measure prepared in accordance with GAAP. The following table provides a reconciliation of utility margin to operating income (in millions):

	Second Quarter								First Six Months
	2023		2022		Change				2023		2022		Change
Electric utility margin:
Operating revenue	$	293	$	230	$	63	27	%	$	597	$	457	$	140	31	%
Cost of fuel and energy	179		129		50		39		360		253		107		42
Electric utility margin	114		101		13		13	%	237		204		33		16	%
Natural gas utility margin:
Operating revenue	44		28		16		57	%	140		80		60		75	%
Natural gas purchased for resale	31		16		15		94	%	106		50		56		*
Natural gas utility margin	13		12		1		8	%	34		30		4		13	%
Utility margin	127		113		14		12	%	271		234		37		16	%
Operations and maintenance	49		47		2		4	%	105		88		17		19	%
Depreciation and amortization	46		37		9		24		92		73		19		26
Property and other taxes	6		6		—		—		13		12		1		8
Operating income	$	26	$	23	$	3	13	%	$	61	$	61	$	—	—	%

*    Not meaningful

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Electric Utility Margin

A comparison of key operating results related to electric utility margin is as follows:

	Second Quarter								First Six Months
	2023		2022		Change				2023		2022		Change
Utility margin (in millions):
Operating revenue	$	293	$	230	$	63	27	%	$	597	$	457	$	140	31	%
Cost of fuel and energy	179		129		50		39		360		253		107		42
Utility margin	$	114	$	101	$	13	13	%	$	237	$	204	$	33	16	%
Sales (GWhs):
Residential	539		573		(34)		(6)	%	1,271		1,236		35		3	%
Commercial	735		778		(43)		(6)		1,456		1,478		(22)		(1)
Industrial	671		721		(50)		(7)		1,317		1,476		(159)		(11)
Other	3		3		—		—		6		7		(1)		(14)
Total fully bundled(1)	1,948		2,075		(127)		(6)		4,050		4,197		(147)		(4)
Distribution only service	670		752		(82)		(11)		1,338		1,337		1		—
Total retail	2,618		2,827		(209)		(7)		5,388		5,534		(146)		(3)
Wholesale	131		114		17		15		360		405		(45)		(11)
Total GWhs sold	2,749		2,941		(192)		(7)	%	5,748		5,939		(191)		(3)	%
Average number of retail customers (in thousands)	375		370		5		1	%	374		370		4		1	%
Average revenue per MWh:
Retail - fully bundled(1)	$	143.34	$	103.25	$	40.09	39	%	$	135.89	$	99.79	$	36.10	36	%
Wholesale	$	48.67	$	65.84	$	(17.17)	(26)	%	$	86.26	$	55.28	$	30.98	56	%
Heating degree days	586		661		(75)		(11)	%	3,238		2,698		540		20	%
Cooling degree days	135		214		(79)		(37)	%	135		214		(79)		(37)	%
Sources of energy (GWhs)(2):
Natural gas	895		707		188		27	%	1,961		1,697		264		16	%
Coal	152		352		(200)		(57)		353		505		(152)		(30)
Renewables	9		8		1		13		13		13		—		—
Total energy generated	1,056		1,067		(11)		(1)		2,327		2,215		112		5
Energy purchased	1,227		1,590		(363)		(23)		2,050		2,623		(573)		(22)
Total	2,283		2,657		(374)		(14)	%	4,377		4,838		(461)		(10)	%
Average cost of energy per MWh(3):
Energy generated	$	62.36	$	47.59	$	14.77	31	%	$	84.21	$	53.95	$	30.26	56	%
Energy purchased	$	92.08	$	49.73	$	42.35	85	%	$	79.75	$	51.09	$	28.66	56	%

(1)    Fully bundled includes sales to customers for combined energy, transmission and distribution services.

(2)    GWh amounts are net of energy used by the related generating facilities.

(3)    The average cost of energy per MWh includes only the cost of fuel associated with the generating facilities, purchased power and deferrals.

153

Natural Gas Utility Margin

A comparison of key operating results related to natural gas utility margin is as follows:

	Second Quarter								First Six Months
	2023		2022		Change				2023		2022		Change
Utility margin (in millions):
Operating revenue	$	44	$	28	$	16	57	%	$	140	$	80	$	60	75	%
Natural gas purchased for resale	31		16		15		94	%	106		50		56		*
Utility margin	$	13	$	12	$	1	8	%	$	34	$	30	$	4	13	%
Sold (000's Dths):
Residential	1,843		1,797		46		3	%	7,709		6,349		1,360		21	%
Commercial	985		751		234		31		3,923		3,263		660		20
Industrial	581		402		179		45		1,647		1,055		592		56
Total retail	3,409		2,950		459		16	%	13,279		10,667		2,612		24	%
Average number of retail customers (in thousands)	182		179		3		2	%	182		179		3		2	%
Average revenue per retail Dth sold	$	12.79	$	9.47	$	3.32	35	%	$	10.52	$	7.46	$	3.06	42	%
Heating degree days	586		661		(75)		(11)	%	3,238		2,698		540		20	%
Average cost of natural gas per retail Dth sold	$	9.01	$	5.48	$	3.53	64	%	$	7.98	$	4.67	$	3.32	71	%

*    Not meaningful

Quarter Ended June 30, 2023 Compared to Quarter Ended June 30, 2022

Electric utility margin increased $13 million, or 13%, for the second quarter of 2023 compared to 2022 primarily due to:

•$14 million of higher retail rates due to the 2022 regulatory rate review with new rates effective January 2023, offset by lower retail customer volumes. Retail customer volumes, including distribution only service customers, decreased 7.4% primarily due to the unfavorable impact of weather, offset by an increase in the average number of customers.

The increase in electric utility margin was offset by:

•$1 million of lower transmission and wholesale revenue.

Operations and maintenance increased $2 million, or 4%, for the second quarter of 2023 compared to 2022 primarily due to higher plant operations and maintenance expenses and increased customer service operations expenses, partially offset by lower regulatory-approved recovery for the ON Line reallocation (offset in operating revenue).

Depreciation and amortization increased $9 million, or 24%, for the second quarter of 2023 compared to 2022 primarily due to increased plant placed in-service and higher regulatory amortizations.

Allowance for borrowed funds increased $3 million for the second quarter of 2023 compared to 2022 primarily due to higher construction work-in-progress.

First Six Months of 2023 Compared to First Six Months of 2022

Electric utility margin increased $33 million, or 16%, for the first six months of 2023 compared to 2022 primarily due to:

•$28 million of higher retail rates due to the 2022 regulatory rate review with new rates effective January 2023, offset by lower retail customer volumes. Retail customer volumes, including distribution only service customers, decreased 2.6% primarily due to the unfavorable impact of weather, offset by an increase in the average number of customers and

154

•$6 million of higher transmission and wholesale revenue.

Natural gas utility margin increased $4 million, or 13%, for the first six months of 2023 compared to 2022 primarily due to higher customer volumes from the favorable impact of weather.

Operations and maintenance increased $17 million, or 19%, for the first six months of 2023 compared to 2022 primarily due to higher plant operations and maintenance expenses, increased customer service operations expenses and higher regulatory-approved amortization from the recovery for the ON Line reallocation (offset in operating revenue).

Depreciation and amortization increased $19 million, or 26%, for the first six months of 2023 compared to 2022 primarily due to higher plant placed in-service and higher regulatory amortizations.

Interest expense increased $4 million, or 15%, for the first six months of 2023 compared to 2022 primarily due to higher interest rates.

Allowance for borrowed funds increased $4 million for the first six months of 2023 compared to 2022 primarily due to higher construction work-in-progress.

Interest and dividend income increased $5 million, or 71%, for the first six months of 2023 compared to 2022 primarily due to higher interest income, mainly from carrying charges on regulatory balances.

Liquidity and Capital Resources

As of June 30, 2023, Sierra Pacific's total net liquidity was as follows (in millions):

Cash and cash equivalents	$	37
Credit facility	400
Total net liquidity	$	437
Credit facility:
Maturity date	2026

Operating Activities

Net cash flows from operating activities for the six-month periods ended June 30, 2023 and 2022, were $232 million and $108 million, respectively. The change was primarily due to higher collections from customers, partially offset by higher payments related to fuel and energy costs and the timing of payments for operating costs.

The timing of Sierra Pacific's income tax cash flows from period to period can be significantly affected by the estimated federal income tax payment methods and assumptions made for each payment date.

Investing Activities

Net cash flows from investing activities for the six-month periods ended June 30, 2023 and 2022, were $(170) million and $(191) million, respectively. The change was primarily due to decreased capital expenditures. Refer to "Future Uses of Cash" for further discussion of capital expenditures.

Financing Activities

Net cash flows from financing activities for the six-month periods ended June 30, 2023 and 2022, were $(74) million and $91 million, respectively. The change was primarily due to lower contributions from NV Energy, Inc., lower proceeds from the issuance of long-term debt and higher repayments of an affiliate note payable, partially offset by lower long-term debt reacquired, lower repayments of short-term debt and lower dividends paid to NV Energy, Inc.

155

Debt Authorizations

Sierra Pacific currently has financing authority from the PUCN consisting of the ability to: (1) establish debt issuances limited to a debt ceiling of $1.9 billion (excluding borrowings under Sierra Pacific's $400 million secured credit facility); and (2) maintain a revolving credit facility of up to $600 million.

Future Uses of Cash

Sierra Pacific has available a variety of sources of liquidity and capital resources, both internal and external, including net cash flows from operating activities, public and private debt offerings, the use of its secured revolving credit facility, capital contributions and other sources. These sources are expected to provide funds required for current operations, capital expenditures, debt retirements and other capital requirements. The availability and terms under which Sierra Pacific has access to external financing depends on a variety of factors, including regulatory approvals, Sierra Pacific's credit ratings, investors' judgment of risk and conditions in the overall capital markets, including the condition of the utility industry.

Capital Expenditures

Capital expenditure needs are reviewed regularly by management and may change significantly as a result of these reviews, which may consider, among other factors, changes in environmental and other rules and regulations; impacts to customer rates; outcomes of regulatory proceedings; changes in income tax laws; general business conditions; load projections; system reliability standards; the cost and efficiency of construction labor, equipment and materials; commodity prices; and the cost and availability of capital. Prudently incurred expenditures for compliance-related items such as pollution-control technologies, replacement generation and associated operating costs are generally incorporated into Sierra Pacific's regulated retail rates.

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

	Six-Month Periods				Annual
	Ended June 30,				Forecast
	2022		2023		2023
Electric distribution	$	46	$	72	$	166
Electric transmission	45		47		98
Solar generation	—		1		1
Electric battery storage	—		2		3
Other	100		48		126
Total	$	191	$	170	$	394

Sierra Pacific received PUCN approval through its previous IRP filings for an increase in solar generation and electric transmission. Sierra Pacific has included estimates from its latest IRP filing in its forecast capital expenditures for 2023. These estimates may change as a result of the RFP process. Sierra Pacific's historical and forecast capital expenditures include the following:

•Electric distribution includes both growth projects and operating expenditures consisting of routine expenditures for distribution needed to serve existing and expected demand.

•Electric transmission includes both growth projects and operating expenditures. Growth projects primarily relate to the Nevada Utilities' Greenlink Nevada transmission expansion program. Sierra Pacific has received approval from the PUCN to build a 350-mile, 525-kV transmission line connecting the Ft. Churchill substation to the Northwest substation to the Harry Allen substation; a 235-mile, 525-kV transmission line connecting the new Ft. Churchill substation to the Robinson Summit substation; a 46-mile, 345-kV transmission line from the new Ft. Churchill substation to the Mira Loma substation; and a 38-mile, 345-kV transmission line from the new Ft. Churchill substation to the Robinson Summit substation. Operating expenditures consist of routine expenditures for transmission and other infrastructure needed to serve existing and expected demand.

•Other includes both growth projects and operating expenditures consisting of turbine upgrades at the Tracy generating facility, routine expenditures for generation, other operating projects and other infrastructure needed to serve existing and expected demand.

156

Material Cash Requirements

As of June 30, 2023, there have been no material changes outside the normal course of business in material cash requirements from the information provided in Item 7 of Sierra Pacific's Annual Report on Form 10-K for the year ended December 31, 2022.

Regulatory Matters

Sierra Pacific is subject to comprehensive regulation. Refer to "Regulatory Matters" in Berkshire Hathaway Energy's Part I, Item 2 of this Form 10-Q for discussion regarding Sierra Pacific's current regulatory matters.

Environmental Laws and Regulations

Sierra Pacific is subject to federal, state and local laws and regulations regarding air quality, climate change, emissions performance standards, water quality, coal ash disposal and other environmental matters that have the potential to impact Sierra Pacific's current and future operations. In addition to imposing continuing compliance obligations, these laws and regulations provide regulators with the authority to levy substantial penalties for noncompliance including fines, injunctive relief and other sanctions. These laws and regulations are administered by various federal, state and local agencies. Sierra Pacific believes it is in material compliance with all applicable laws and regulations, although many are subject to interpretation that may ultimately be resolved by the courts. Environmental laws and regulations continue to evolve, and Sierra Pacific is unable to predict the impact of the changing laws and regulations on its operations and financial results.

Refer to "Environmental Laws and Regulations" in Berkshire Hathaway Energy's Part I, Item 2 of this Form 10-Q for additional information regarding environmental laws and regulations.

Critical Accounting Estimates

Certain accounting measurements require management to make estimates and judgments concerning transactions that will be settled several years in the future. Amounts recognized on the Consolidated Financial Statements based on such estimates involve numerous assumptions subject to varying and potentially significant degrees of judgment and uncertainty and will likely change in the future as additional information becomes available. Estimates are used for, but not limited to, the accounting for the effects of certain types of regulation, derivatives, impairment of long-lived assets, income taxes and revenue recognition - unbilled revenue. For additional discussion of Sierra Pacific's critical accounting estimates, see Item 7 of Sierra Pacific's Annual Report on Form 10‑K for the year ended December 31, 2022. There have been no significant changes in Sierra Pacific's assumptions regarding critical accounting estimates since December 31, 2022.

157

Eastern Energy Gas Holdings, LLC and its subsidiaries

Consolidated Financial Section

158

PART I

Item 1.Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of

Eastern Energy Gas Holdings, LLC

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheet of Eastern Energy Gas Holdings, LLC and subsidiaries ("Eastern Energy Gas") as of June 30, 2023, the related consolidated statements of operations, comprehensive income, and changes in equity for the three-month and six-month periods ended June 30, 2023 and 2022, and of cash flows for the six-month periods ended June 30, 2023 and 2022, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of Eastern Energy Gas as of December 31, 2022, and the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 24, 2023, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of Eastern Energy Gas' management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to Eastern Energy Gas in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

/s/ Deloitte & Touche LLP

Richmond, Virginia

August 4, 2023

159

EASTERN ENERGY GAS HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Amounts in millions)

	As of
	June 30,		December 31,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	82	$	65
Trade receivables, net	153		202
Receivables from affiliates	21		30
Notes receivable from affiliates	449		536
Inventories	134		127
Prepayments and other deferred charges	31		78
Natural gas imbalances	28		193
Other current assets	70		72
Total current assets	968		1,303
Property, plant and equipment, net	10,309		10,202
Goodwill	1,286		1,286
Investments	278		278
Other assets	90		95
Total assets	$	12,931	$	13,164

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

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EASTERN ENERGY GAS HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited) (continued)

(Amounts in millions)

	As of
	June 30, 2023		December 31, 2022
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	40	$	86
Accounts payable to affiliates	1		10
Accrued property, income and other taxes	65		77
Regulatory liabilities	37		126
Current portion of long-term debt	400		649
Other current liabilities	145		165
Total current liabilities	688		1,113
Long-term debt	3,248		3,243
Regulatory liabilities	597		596
Other long-term liabilities	354		324
Total liabilities	4,887		5,276
Commitments and contingencies (Note 9)
Equity:
Member's equity:
Membership interests	4,152		3,983
Accumulated other comprehensive loss, net	(38)		(42)
Total member's equity	4,114		3,941
Noncontrolling interests	3,930		3,947
Total equity	8,044		7,888
Total liabilities and equity	$	12,931	$	13,164

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

161

EASTERN ENERGY GAS HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Amounts in millions)

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue	$	521	$	504	$	1,074	$	986
Operating expenses:
Cost of (excess) gas	5		(21)		25		(22)
Operations and maintenance	134		124		277		242
Depreciation and amortization	80		80		160		165
Property and other taxes	26		37		63		66
Total operating expenses	245		220		525		451
Operating income	276		284		549		535
Other income (expense):
Interest expense	(35)		(36)		(72)		(72)
Allowance for equity funds	2		1		4		3
Interest and dividend income	11		—		20		—
Other, net	1		—		1		(1)
Total other income (expense)	(21)		(35)		(47)		(70)
Income before income tax expense (benefit) and equity income (loss)	255		249		502		465
Income tax expense (benefit)	31		37		70		67
Equity income (loss)	6		9		38		28
Net income	230		221		470		426
Net income attributable to noncontrolling interests	131		118		249		229
Net income attributable to Eastern Energy Gas	$	99	$	103	$	221	$	197

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

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EASTERN ENERGY GAS HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(Amounts in millions)

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Net income	$	230	$	221	$	470	$	426
Other comprehensive income (loss), net of tax:
Unrecognized amounts on retirement benefits, net of tax of $—, $—, $— and $—	—		—		(1)		1
Unrealized gains (losses) on cash flow hedges, net of tax of $4, $—, $3 and $1	7		(1)		5		3
Total other comprehensive income (loss), net of tax	7		(1)		4		4
Comprehensive income	237		220		474		430
Comprehensive income attributable to noncontrolling interests	131		118		249		229
Comprehensive income attributable to Eastern Energy Gas	$	106	$	102	$	225	$	201

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

163

EASTERN ENERGY GAS HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited)

(Amounts in millions)

			Accumulated
			Other
	Membership		Comprehensive		Noncontrolling		Total
	Interests		Loss, Net		Interests		Equity
Balance, March 31, 2022	$	3,595	$	(38)	$	4,033	$	7,590
Net income	103		—		118		221
Other comprehensive loss	—		(1)		—		(1)
Distributions	(33)		—		(128)		(161)
Contributions	68		—		—		68
Balance, June 30, 2022	$	3,733	$	(39)	$	4,023	$	7,717
Balance, December 31, 2021	$	3,501	$	(43)	$	4,036	$	7,494
Net income	197		—		229		426
Other comprehensive income	—		4		—		4
Distributions	(33)		—		(242)		(275)
Contributions	68		—		—		68
Balance, June 30, 2022	$	3,733	$	(39)	$	4,023	$	7,717
Balance, March 31, 2023	$	4,109	$	(45)	$	3,941	$	8,005
Net income	99		—		131		230
Other comprehensive income	—		7		—		7
Distributions	(79)		—		(142)		(221)
Contributions	23		—		—		23
Balance, June 30, 2023	$	4,152	$	(38)	$	3,930	$	8,044
Balance, December 31, 2022	$	3,983	$	(42)	$	3,947	$	7,888
Net income	221		—		249		470
Other comprehensive income	—		4		—		4
Distributions	(85)		—		(266)		(351)
Contributions	33		—		—		33
Balance, June 30, 2023	$	4,152	$	(38)	$	3,930	$	8,044

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

164

EASTERN ENERGY GAS HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Amounts in millions)

	Six-Month Periods
	Ended June 30,
	2023		2022
Cash flows from operating activities:
Net income	$	470	$	426
Adjustments to reconcile net income to net cash flows from operating activities:
(Gains) losses on other items, net	(7)		2
Depreciation and amortization	160		165
Allowance for equity funds	(4)		(3)
Equity loss (income), net of distributions	2		(5)
Changes in regulatory assets and liabilities	(92)		(2)
Deferred income taxes	47		52
Other, net	—		5
Changes in other operating assets and liabilities:
Trade receivables and other assets	89		26
Receivables from affiliates	8		32
Gas balancing activities	17		(22)
Derivative collateral, net	2		(3)
Accrued property, income and other taxes	6		(3)
Accounts payable to affiliates	(9)		(32)
Accounts payable and other liabilities	(45)		43
Net cash flows from operating activities	644		681
Cash flows from investing activities:
Capital expenditures	(124)		(151)
Proceeds from assignment of shale development rights	8		—
Repayment of notes by affiliates	252		15
Notes to affiliates	(166)		(204)
Other, net	(3)		(7)
Net cash flows from investing activities	(33)		(347)
Cash flows from financing activities:
Repayments of long-term debt	(250)		—
Distributions to noncontrolling interests	(266)		(242)
Distributions to parent	(78)		—
Net cash flows from financing activities	(594)		(242)
Net change in cash and cash equivalents and restricted cash and cash equivalents	17		92
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	95		39
Cash and cash equivalents and restricted cash and cash equivalents at end of period	$	112	$	131

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

165

EASTERN ENERGY GAS HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1)    General

Eastern Energy Gas Holdings, LLC is a holding company, and together with its subsidiaries ("Eastern Energy Gas") conducts business activities consisting of Federal Energy Regulatory Commission ("FERC")-regulated interstate natural gas transmission systems and underground storage operations in the eastern region of the U.S. and operates Cove Point LNG, LP ("Cove Point"), a liquefied natural gas ("LNG") export, import and storage facility. Eastern Energy Gas owns 100% of the general partner interest and 25% of the limited partner interests in Cove Point. In addition, Eastern Energy Gas owns a 50% noncontrolling interest in Iroquois Gas Transmission System, L.P. ("Iroquois"), a 416-mile FERC-regulated interstate natural gas transmission system. Eastern Energy Gas is an indirect wholly owned subsidiary of Berkshire Hathaway Energy Company ("BHE"). BHE is a holding company based in Des Moines, Iowa that owns subsidiaries principally engaged in the energy industry. BHE is a consolidated subsidiary of Berkshire Hathaway Inc.

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 2023 and for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the three- and six-month periods ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Notes to Consolidated Financial Statements included in Eastern Energy Gas' Annual Report on Form 10-K for the year ended December 31, 2022 describes the most significant accounting policies used in the preparation of the unaudited Consolidated Financial Statements. There have been no significant changes in Eastern Energy Gas' accounting policies or its assumptions regarding significant accounting estimates during the six-month period ended June 30, 2023.

(2)    Business Acquisitions

On July 9, 2023, BHE and Eastern MLP Holding Company II, LLC ("the Buyer"), an indirect wholly owned subsidiary of Eastern Energy Gas, entered into a Purchase and Sale Agreement (the "Purchase Agreement") with Dominion Energy, Inc. ("DEI") and DECP Holdings, Inc. (the "Seller"), an indirect wholly owned subsidiary of DEI, to purchase (the "Transaction") Seller's 50% limited partner interests in Cove Point for a cash purchase price of $3.3 billion, plus the pro rata portion of any quarterly distribution made by Cove Point for the fiscal quarter in which the Transaction closes. Eastern Energy Gas expects to fund the purchase price with equity contributions from BHE. Upon the completion of the Transaction, the Buyer will own an aggregate of 75% of the limited partner interests, and its affiliate, Cove Point GP Holding Company, LLC, will continue to own 100% of the general partner interest, of Cove Point.

The consummation of the Transaction contemplated by the Purchase Agreement is subject to customary closing conditions, including without limitation (i) the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the filing of a notification with the U.S. Department of Energy and the expiration of any applicable period; and (iii) the accuracy of the representations and warranties and compliance by the parties in all material respects with their respective obligations under the Purchase Agreement. The Transaction is expected to close by year-end 2023, subject to satisfaction of the foregoing conditions, among other things.

The Purchase Agreement provides that if the Seller or DEI terminates the Purchase agreement due to a breach of the Purchase Agreement by the Buyer or Buyer's failure to consummate the Transaction within three business days after all of the conditions to close have been satisfied or waived, BHE will pay to the Seller a termination fee of $150 million.

166

(3)    Property, Plant and Equipment, Net

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

		As of
		June 30,		December 31,
	Depreciable Life	2023		2022
Utility plant:
Interstate natural gas transmission and storage assets	21 - 51 years	$	9,132	$	8,922
Intangible plant	5 - 17 years	116		113
Utility plant in-service		9,248		9,035
Accumulated depreciation and amortization		(3,118)		(3,039)
Utility plant in-service, net		6,130		5,996
Nonutility plant:
LNG facility	40 years	4,526		4,522
Intangible plant	14 years	25		25
Nonutility plant		4,551		4,547
Accumulated depreciation and amortization		(605)		(542)
Nonutility plant, net		3,946		4,005
		10,076		10,001
Construction work-in-progress		233		201
Property, plant and equipment, net		$	10,309	$	10,202

Construction work-in-progress includes $218 million and $181 million as of June 30, 2023 and December 31, 2022, respectively, related to the construction of utility plant.

Assignment of Shale Development Rights

In June 2023, Eastern Gas Transmission and Storage, Inc. ("EGTS") conveyed development rights to a natural gas producer for approximately 6,500 acres of Utica Shale and Point Pleasant Formation underneath one of its natural gas storage fields and received proceeds of $8 million and an overriding royalty interest in gas produced from the acreage. This transaction resulted in an $8 million ($6 million after-tax) gain, included in operations and maintenance expense in its Consolidated Statements of Operations.

(4)    Regulatory Matters

In September 2021, EGTS filed a general rate case for its FERC-jurisdictional services, with proposed rates to be effective November 1, 2021. EGTS proposed an annual cost-of-service of approximately $1.1 billion, and requested increases in various rates, including general system storage rates by 85% and general system transmission rates by 60%. In October 2021, the FERC issued an order that accepted the November 1, 2021 effective date for certain changes in rates, while suspending the other changes for five months following the proposed effective date, until April 1, 2022, subject to refund. In September 2022, a settlement agreement was filed with the FERC, which provided for increased service rates and decreased depreciation rates. Under the terms of the settlement agreement, EGTS' rates result in an increase to annual firm transmission and storage services revenues of approximately $160 million and a decrease in annual depreciation expense of approximately $30 million, compared to the rates in effect prior to April 1, 2022. EGTS' provision for rate refund for April 2022 through February 2023, including accrued interest, totaled $91 million. In November 2022, the FERC approved the settlement agreement and the rate refunds to customers were processed in late February 2023.

167

(5)    Investments and Restricted Cash and Cash Equivalents

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

	As of
	June 30,		December 31,
	2023		2022
Investments:
Investment funds	$	18	$	14
Equity method investments:
Iroquois	260		264
Total investments	278		278
Restricted cash and cash equivalents:
Customer deposits	30		30
Total restricted cash and cash equivalents	30		30
Total investments and restricted cash and cash equivalents	$	308	$	308
Reflected as:
Current assets	$	30	$	30
Noncurrent assets	278		278
Total investments and restricted cash and cash equivalents	$	308	$	308

Equity Method Investments

Eastern Energy Gas, through subsidiaries, owns 50% of Iroquois, which owns and operates an interstate natural gas transmission system located in the states of New York and Connecticut.

As of June 30, 2023 and December 31, 2022, the carrying amount of Eastern Energy Gas' investments exceeded its share of underlying equity in net assets by $130 million. The difference reflects equity method goodwill and is not being amortized. Eastern Energy Gas received distributions from its investments of $40 million and $23 million for the six-month periods ended June 30, 2023 and 2022, respectively.

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash equivalents consist of funds invested in money market mutual funds, U.S. Treasury Bills and other investments with a maturity of three months or less when purchased. Cash and cash equivalents exclude amounts where availability is restricted by legal requirements, loan agreements or other contractual provisions. Restricted cash and cash equivalents consist of customer deposits as allowed under the FERC gas tariffs. A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	82	$	65
Restricted cash and cash equivalents included in other current assets	30		30
Total cash and cash equivalents and restricted cash and cash equivalents	$	112	$	95

168

(6)    Income Taxes

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
State income tax, net of federal income tax benefit	2		3		2		4
Equity interest	1		1		1		1
Effects of ratemaking	—		—		—		(2)
Noncontrolling interest	(11)		(10)		(10)		(10)
Other, net	(1)		—		—		—
Effective income tax rate	12	%	15	%	14	%	14	%

For the period ended June 30, 2023, Eastern Energy Gas' reconciliation of the federal statutory income tax rate to the effective income tax rate is driven primarily by an absence of tax on income attributable to Cove Point's 75% noncontrolling interest.

(7)    Employee Benefit Plans

Eastern Energy Gas is a participant in benefit plans sponsored by MidAmerican Energy Company ("MidAmerican Energy"), an affiliate. The MidAmerican Energy Company Retirement Plan includes a qualified pension plan that provides pension benefits for eligible employees. The MidAmerican Energy Company Welfare Benefit Plan provides certain postretirement health care and life insurance benefits for eligible retirees on behalf of Eastern Energy Gas. Eastern Energy Gas contributed $4 million and $6 million to the MidAmerican Energy Company Retirement Plan for the six-month periods ended June 30, 2023 and 2022, respectively, and $1 million to the MidAmerican Energy Company Welfare Benefit Plan for the six-month periods ended June 30, 2023 and 2022. Contributions related to these plans are reflected as net periodic benefit cost in operations and maintenance expense on the Consolidated Statements of Operations. Amounts attributable to Eastern Energy Gas were allocated from MidAmerican Energy in accordance with the intercompany administrative service agreement. Offsetting regulatory assets and liabilities have been recorded related to the amounts not yet recognized as a component of net periodic benefit costs that will be included in regulated rates. Net periodic benefit costs not included in regulated rates are included in accumulated other comprehensive loss, net. As of June 30, 2023 and December 31, 2022, Eastern Energy Gas' amount due to MidAmerican Energy associated with these plans and reflected in other long-term liabilities on the Consolidated Balance Sheets was $51 million.

(8)    Fair Value Measurements

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

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

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

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

169

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

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Total
As of June 30, 2023:
Assets:
Money market mutual funds	$	95	$	—	$	—	$	95
Equity securities:
Investment funds	18		—		—		18
	$	113	$	—	$	—	$	113
Liabilities:
Commodity derivatives	$	—	$	(1)	$	—	$	(1)
Foreign currency exchange rate derivatives	—		(11)		—		(11)
	$	—	$	(12)	$	—	$	(12)
As of December 31, 2022:
Assets:
Commodity derivatives	$	—	$	1	$	—	$	1
Money market mutual funds	42		—		—		42
Equity securities:
Investment funds	14		—		—		14
	$	56	$	1	$	—	$	57
Liabilities:
Foreign currency exchange rate derivatives	$	—	$	(20)	$	—	$	(20)
	$	—	$	(20)	$	—	$	(20)

Eastern Energy Gas' investments in money market mutual funds and investment funds are stated at fair value. When available, a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value.

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

170

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

	As of June 30, 2023				As of December 31, 2022
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term debt	$	3,648	$	3,295	$	3,892	$	3,510

(9)    Commitments and Contingencies

Environmental Laws and Regulations

Eastern Energy Gas is subject to federal, state and local laws and regulations regarding air quality, climate change, emissions performance standards, water quality and other environmental matters that have the potential to impact its current and future operations. Eastern Energy Gas believes it is in material compliance with all applicable laws and regulations.

Legal Matters

Eastern Energy Gas is party to a variety of legal actions arising out of the normal course of business. Eastern Energy Gas does not believe that such normal and routine litigation will have a material impact on its consolidated financial results.

(10)    Revenue from Contracts with Customers

The following table summarizes Eastern Energy Gas' revenue from contracts with customers ("Customer Revenue") by regulated and nonregulated, with further disaggregation of regulated by line of business (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Customer Revenue:
Regulated:
Gas transmission and storage	$	294	$	286	$	626	$	571
Other	(1)		—		1		—
Total regulated	293		286		627		571
Nonregulated	226		216		443		419
Total Customer Revenue	519		502		1,070		990
Other revenue(1)	2		2		4		(4)
Total operating revenue	$	521	$	504	$	1,074	$	986

(1)Other revenue consists primarily of revenue recognized in accordance with Accounting Standards Codification 815, "Derivative and Hedging" and includes unrealized gains and losses for derivatives not designated as hedges related to natural gas sales contracts.

Eastern Energy Gas has recognized contract liabilities of $35 million and $80 million as of June 30, 2023 and December 31, 2022, respectively, due to the relationship between Eastern Energy Gas' performance and the customer's payment. Eastern Energy Gas recognizes revenue as it fulfills its obligations to provide services to its customers. During the six-month period ended June 30, 2023, Eastern Energy Gas recognized revenue of $49 million from the beginning contract liability balance.

171

Remaining Performance Obligations

The following table summarizes Eastern Energy Gas' revenue it expects to recognize in future periods related to significant unsatisfied remaining performance obligations for fixed contracts with expected durations in excess of one year as of June 30, 2023 (in millions):

	Performance obligations expected to be satisfied
	Less than 12 months		More than 12 months		Total
Eastern Energy Gas	$	1,662	$	15,132	$	16,794

(11)    Components of Accumulated Other Comprehensive Loss, Net

The following table shows the change in accumulated other comprehensive loss by each component of other comprehensive income (loss), net of applicable income tax (in millions):

	Unrecognized						Accumulated
	Amounts On		Unrealized				Other
	Retirement		Losses on Cash		Noncontrolling		Comprehensive
	Benefits		Flow Hedges		Interests		Loss, Net
Balance, December 31, 2021	$	(6)	$	(42)	$	5	$	(43)
Other comprehensive income	1		3		—		4
Balance, June 30, 2022	$	(5)	$	(39)	$	5	$	(39)
Balance, December 31, 2022	$	(1)	$	(43)	$	2	$	(42)
Other comprehensive (loss) income	(1)		5		—		4
Balance, June 30, 2023	$	(2)	$	(38)	$	2	$	(38)

172

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

The following is management's discussion and analysis of certain significant factors that have affected the consolidated financial condition and results of operations of Eastern Energy Gas during the periods included herein. This discussion should be read in conjunction with Eastern Energy Gas' historical Consolidated Financial Statements and Notes to Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q. Eastern Energy Gas' actual results in the future could differ significantly from the historical results.

Results of Operations for the Second Quarter and First Six Months of 2023 and 2022

Overview

Net income attributable to Eastern Energy Gas for the second quarter of 2023 was $99 million, a decrease of $4 million, or 4%, compared to 2022. Net income decreased primarily due to lower margin from EGTS' regulated gas transmission and storage operations of $24 million, partially offset by lower than estimated 2022 tax assessments and a gain from an agreement to convey development rights underneath one of its natural gas storage fields.

Net income attributable to Eastern Energy Gas for the first six months of 2023 was $221 million, an increase of $24 million, or 12%, compared to 2022. Net income increased primarily due to interest income from higher outstanding loans and higher interest rates under BHE GT&S' intercompany revolving credit agreement with Eastern Energy Gas, higher earnings from Iroquois due to favorable negotiated rate agreements and hedges, a gain from an agreement to convey development rights underneath one of its natural gas storage fields, lower depreciation rates due to the settlement in EGTS' general rate case, higher margin from EGTS' regulated gas transmission and storage operations of $8 million and additional LNG revenues from Cove Point of $8 million, partially offset by higher technology and related charges and an increase in salaries, wages and benefits.

Quarter Ended June 30, 2023 Compared to Quarter Ended June 30, 2022

Operating revenue increased $17 million, or 3%, for the second quarter of 2023 compared to 2022, primarily due to increased LNG revenues as a result of the timing of the release of contract liabilities from scheduled outage days in 2022 of $22 million, an increase in variable revenue related to park and loan activity of $10 million and an increase in regulated gas transmission and storage services revenues due to the settlement of EGTS' general rate case of $8 million, partially offset by a net decrease in regulated gas transmission and storage services revenues due to volumes primarily from the expiration of the Appalachian Gateway Project contracts in August 2022 of $11 million and a decrease in Cove Point LNG variable revenue of $5 million.

Cost of (excess) gas was an expense of $5 million for the second quarter of 2023 compared to a credit of $21 million for the second quarter of 2022. The change is primarily from a decrease in other operational and system balancing fuel activities prior to the effective date of the new fuel tracker due to the settlement of EGTS' general rate case of $14 million and the unfavorable revaluation of the volumes retained prior to the effective date of the new fuel tracker due to lower natural gas prices of $12 million.

Operations and maintenance increased $10 million, or 8%, for the second quarter of 2023 compared to 2022, primarily due to higher technology and related charges of $9 million and an increase in salaries, wages and benefits of $9 million, partially offset by a gain from an agreement to convey development rights underneath one of its natural gas storage fields of $8 million.

Property and other taxes decreased $11 million, or 30%, for the second quarter of 2023 compared to 2022, primarily due to lower than estimated 2022 tax assessments.

Interest and dividend income increased $11 million for the second quarter of 2023 compared to 2022, primarily due to interest income from higher outstanding loans and higher interest rates under BHE GT&S' intercompany revolving credit agreement with Eastern Energy Gas of $8 million and income from money market mutual fund investments of $2 million.

Income tax expense decreased $6 million, or 16%, for the second quarter of 2023 compared to 2022, primarily due to lower pre-tax income and the effective tax rate was 12% for 2023 and 15% for 2022. The effective tax rate decreased primarily due to the reduction in the Pennsylvania statutory rate.

Net income attributable to noncontrolling interests increased $13 million, or 11%, for the second quarter of 2023 compared to 2022, primarily due to increased LNG revenues as a result of the timing of the release of contract liabilities from scheduled outage days in 2022.

173

First Six Months of 2023 Compared to First Six Months of 2022

Operating revenue increased $88 million, or 9%, for the first six months of 2023 compared to 2022, primarily due to an increase in regulated gas transmission and storage services revenues due to the settlement of EGTS' general rate case of $50 million, increased LNG revenues as a result of the timing of the release of contract liabilities from scheduled outage days in 2022 of $41 million, an increase in variable revenue related to park and loan activity of $20 million and derivative losses in 2022 of $7 million, partially offset by a net decrease in regulated gas transmission and storage services revenues due to volumes primarily from the expiration of the Appalachian Gateway Project contracts in August 2022 of $17 million and a decrease in Cove Point LNG variable revenue of $8 million.

Cost of (excess) gas was an expense of $25 million for the first six months of 2023 compared to a credit of $22 million for the first six months of 2022. The change is primarily from the unfavorable revaluation of the volumes retained prior to the effective date of the new fuel tracker due to the settlement of EGTS' general rate case due to lower natural gas prices of $35 million and a decrease from other operational and system balancing fuel activities prior to the effective date of the new fuel tracker of $14 million.

Operations and maintenance increased $35 million, or 14%, for the first six months of 2023 compared to 2022, primarily due to higher technology and related charges of $19 million, an increase in salaries, wages and benefits of $15 million and an increase in Cove Point outside services of $3 million, partially offset by a gain from an agreement to convey development rights underneath one of its natural gas storage fields of $8 million.

Depreciation and amortization decreased $5 million, or 3%, for the first six months of 2023 compared to 2022, primarily due to the settlement of depreciation rates in EGTS' general rate case of $8 million, partially offset by higher plant placed in-service of $3 million.

Property and other taxes decreased $3 million, or 5%, for the first six months of 2023 compared to 2022, primarily due to lower than estimated 2022 tax assessments.

Interest and dividend income increased $20 million for the first six months of 2023 compared to 2022, primarily due to interest income from higher outstanding loans and higher interest rates under BHE GT&S' intercompany revolving credit agreement with Eastern Energy Gas of $15 million and income from money market mutual fund investments of $4 million.

Income tax expense increased $3 million, or 4%, for the first six months of 2023 compared to 2022, primarily due to higher pre-tax income. The effective tax rate was 14% for 2023 and 2022.

Equity income increased $10 million, or 36%, for the first six months of 2023 compared to 2022, primarily due to higher earnings from Iroquois due to favorable negotiated rate agreements and hedges.

Net income attributable to noncontrolling interests increased $20 million, or 9%, for the first six months of 2023 compared to 2022, primarily due to increased LNG revenues as a result of the timing of the release of contract liabilities from scheduled outage days in 2022, partially offset by a decrease in Cove Point LNG variable revenue and an increase in Cove Point outside services.

Liquidity and Capital Resources

As of June 30, 2023, Eastern Energy Gas' total net liquidity was as follows (in millions):

Cash and cash equivalents	$	82
Intercompany revolving credit agreement	400
Total net liquidity	$	482
Intercompany revolving credit agreement:
Maturity date	2024

174

Operating Activities

Net cash flows from operating activities for the six-month periods ended June 30, 2023 and 2022 were $644 million and $681 million, respectively. The change is primarily due to the repayment of EGTS rate refunds to customers, partially offset by the impacts from the rate increase in effect April 1, 2022 for the EGTS general rate case, higher collections from customers and other changes in working capital.

The timing of Eastern Energy Gas' income tax cash flows from period to period can be significantly affected by the estimated federal income tax payment methods elected and assumptions made for each payment date.

Investing Activities

Net cash flows from investing activities for the six-month periods ended June 30, 2023 and 2022 were $(33) million and $(347) million, respectively. The change is primarily due to an increase in repayments of loans by affiliates of $237 million, a decrease in loans to its parent under an intercompany revolving credit agreement of $38 million, a decrease in capital expenditures of $27 million and proceeds from the assignment of shale development rights of $8 million.

Financing Activities

Net cash flows from financing activities for the six-month period ended June 30, 2023 were $(594) million and consisted of distributions to noncontrolling interests from Cove Point of $266 million, repayment of long-term debt of $250 million and distributions to its indirect parent, BHE, of $78 million.

Net cash flows from financing activities for the six-month period ended June 30, 2022 were $(242) million and consisted of distributions to noncontrolling interests from Cove Point.

Future Uses of Cash

Eastern Energy Gas has available a variety of sources of liquidity and capital resources, both internal and external, including net cash flows from operating activities, public and private debt offerings, intercompany revolving credit agreements, capital contributions and other sources. These sources are expected to provide funds required for current operations, capital expenditures, investments, debt retirements and other capital requirements. The availability and terms under which Eastern Energy Gas and each subsidiary has access to external financing depends on a variety of factors, including regulatory approvals, Eastern Energy Gas' credit ratings, investors' judgment of risk and conditions in the overall capital markets, including the condition of the natural gas transmission and storage and LNG export, import and storage industries.

Capital Expenditures

Capital expenditure needs are reviewed regularly by management and may change significantly as a result of these reviews, which may consider, among other factors, new growth projects and the timing of growth projects; changes in environmental and other rules and regulations; impacts to customer rates; outcomes of regulatory proceedings; changes in income tax laws; general business conditions; system reliability standards; the cost and efficiency of construction labor, equipment and materials; commodity prices; and the cost and availability of capital.

Eastern Energy Gas' historical and forecasted capital expenditures, each of which exclude amounts for non-cash equity AFUDC and other non-cash items, are as follows (in millions):

	Six-Month Periods				Annual
	Ended June 30,				Forecast
	2022		2023		2023
Natural gas transmission and storage	$	23	$	11	$	40
Other	128		113		375
Total	$	151	$	124	$	415

175

Natural gas transmission and storage primarily includes growth capital expenditures related to planned regulated projects. Other includes primarily nonregulated and routine capital expenditures for natural gas transmission, storage and LNG terminalling infrastructure needed to serve existing and expected demand.

Cove Point Acquisition

On July 9, 2023, BHE and Eastern MLP Holding Company II, LLC ("the Buyer"), an indirect wholly owned subsidiary of Eastern Energy Gas, entered into a Purchase and Sale Agreement (the "Purchase Agreement") with Dominion Energy, Inc. ("DEI") and DECP Holdings, Inc. (the "Seller"), an indirect wholly owned subsidiary of DEI, to purchase (the "Transaction") Seller's 50% limited partner interests in Cove Point for a cash purchase price of $3.3 billion, plus the pro rata portion of any quarterly distribution made by Cove Point for the fiscal quarter in which the Transaction closes. Eastern Energy Gas expects to fund the purchase price with equity contributions from BHE. Upon the completion of the Transaction, the Buyer will own an aggregate of 75% of the limited partner interests, and its affiliate, Cove Point GP Holding Company, LLC, will continue to own 100% of the general partner interest, of Cove Point. Subject to certain closing conditions, the Transaction is expected to close by year-end 2023.

Material Cash Requirements

As of June 30, 2023, there have been no material changes in cash requirements from the information provided in Item 7 of Eastern Energy Gas' Annual Report on Form 10-K for the year ended December 31, 2022.

Regulatory Matters

Eastern Energy Gas is subject to comprehensive regulation. Refer to "Regulatory Matters" in Berkshire Hathaway Energy's Part I, Item 2 of this Form 10-Q for discussion regarding Eastern Energy Gas' current regulatory matters.

Environmental Laws and Regulations

Eastern Energy Gas is subject to federal, state and local laws and regulations regarding air quality, climate change, emissions performance standards, water quality and other environmental matters that have the potential to impact its current and future operations. In addition to imposing continuing compliance obligations, these laws and regulations provide regulators with the authority to levy substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. These laws and regulations are administered by various federal, state and local agencies. Eastern Energy Gas believes it is in material compliance with all applicable laws and regulations, although many are subject to interpretation that may ultimately be resolved by the courts. Environmental laws and regulations continue to evolve, and Eastern Energy Gas is unable to predict the impact of the changing laws and regulations on its operations and financial results.

Refer to "Environmental Laws and Regulations" in Berkshire Hathaway Energy's Part I, Item 2 of this Form 10-Q for additional information regarding environmental laws and regulations.

Critical Accounting Estimates

Certain accounting measurements require management to make estimates and judgments concerning transactions that will be settled several years in the future. Amounts recognized on the Consolidated Financial Statements based on such estimates involve numerous assumptions subject to varying and potentially significant degrees of judgment and uncertainty and will likely change in the future as additional information becomes available. Estimates are used for, but not limited to, the accounting for the effects of certain types of regulation, impairment of goodwill and long-lived assets and income taxes. For additional discussion of Eastern Energy Gas' critical accounting estimates, see Item 7 of Eastern Energy Gas' Annual Report on Form 10-K for the year ended December 31, 2022. There have been no significant changes in Eastern Energy Gas' assumptions regarding critical accounting estimates since December 31, 2022.

176

Eastern Gas Transmission and Storage, Inc. and its subsidiaries

Consolidated Financial Section

177

PART I

Item 1.Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of

Eastern Gas Transmission and Storage, Inc.

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheet of Eastern Gas Transmission and Storage, Inc. and subsidiaries ("EGTS") as of June 30, 2023, the related consolidated statements of operations, comprehensive income, and changes in shareholder's equity for the three-month and six-month periods ended June 30, 2023 and 2022, and of cash flows for the six-month periods ended June 30, 2023 and 2022, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of EGTS as of December 31, 2022 and the related consolidated statements of operations, comprehensive income (loss), changes in shareholder's equity, and cash flows for the year then ended (not presented herein); and in our report dated February 24, 2023 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of EGTS' management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to EGTS in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

/s/ Deloitte & Touche LLP

Richmond, Virginia

August 4, 2023

178

EASTERN GAS TRANSMISSION AND STORAGE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Amounts in millions)

	As of
	June 30,		December 31,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	22	$	16
Restricted cash and cash equivalents	28		29
Trade receivables, net	71		113
Receivables from affiliates	12		13
Inventories	53		50
Income taxes receivable	27		21
Prepayments and other deferred charges	26		36
Natural gas imbalances	26		193
Other current assets	6		9
Total current assets	271		480
Property, plant and equipment, net	4,655		4,504
Other assets	161		190
Total assets	$	5,087	$	5,174

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

179

EASTERN GAS TRANSMISSION AND STORAGE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited) (continued)

(Amounts in millions, except share data)

	As of
	June 30, 2023		December 31, 2022
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable	$	31	$	46
Accounts payable to affiliates	3		5
Accrued property, income and other taxes	56		71
Accrued employee expenses	27		13
Notes payable to affiliates	40		36
Regulatory liabilities	26		109
Customer and security deposits	28		29
Asset retirement obligations	16		25
Other current liabilities	36		39
Total current liabilities	263		373
Long-term debt	1,583		1,582
Regulatory liabilities	519		518
Other long-term liabilities	99		101
Total liabilities	2,464		2,574
Commitments and contingencies (Note 8)
Shareholder's equity:
Common stock - 75,000 shares authorized, $10,000 par value, 60,101 issued and outstanding	609		609
Additional paid-in capital	1,300		1,275
Retained earnings	743		746
Accumulated other comprehensive loss, net	(29)		(30)
Total shareholder's equity	2,623		2,600
Total liabilities and shareholder's equity	$	5,087	$	5,174

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

180

EASTERN GAS TRANSMISSION AND STORAGE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Amounts in millions)

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue	$	236	$	234	$	514	$	457
Operating expenses:
Cost of (excess) gas	5		(21)		25		(24)
Operations and maintenance	95		86		194		170
Depreciation and amortization	37		38		74		81
Property and other taxes	7		15		21		24
Total operating expenses	144		118		314		251
Operating income	92		116		200		206
Other income (expense):
Interest expense	(17)		(17)		(35)		(34)
Allowance for equity funds	2		1		3		2
Other, net	2		(1)		2		(1)
Total other income (expense)	(13)		(17)		(30)		(33)
Income before income tax expense (benefit)	79		99		170		173
Income tax expense (benefit)	20		28		43		47
Net income	$	59	$	71	$	127	$	126

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

181

EASTERN GAS TRANSMISSION AND STORAGE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(Amounts in millions)

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Net income	$	59	$	71	$	127	$	126
Other comprehensive income, net of tax:
Unrealized gains on cash flow hedges, net of tax of $—, $—, $— and $—	—		—		1		1
Total other comprehensive income, net of tax	—		—		1		1
Comprehensive income	$	59	$	71	$	128	$	127

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

182

EASTERN GAS TRANSMISSION AND STORAGE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY (Unaudited)

(Amounts in millions, except shares)

								Accumulated
				Additional				Other		Total
	Common Stock			Paid-in		Retained		Comprehensive		Shareholder's
	Shares	Amount		Capital		Earnings		Loss, Net		Equity
Balance, March 31, 2022	60,101	$	609	$	1,241	$	776	$	(30)	$	2,596
Net income	—	—		—		71		—		71
Dividends declared	—	—		—		(97)		—		(97)
Contributions	—	—		13		—		—		13
Balance, June 30, 2022	60,101	$	609	$	1,254	$	750	$	(30)	$	2,583
Balance, December 31, 2021	60,101	$	609	$	1,241	$	721	$	(31)	$	2,540
Net income	—	—		—		126		—		126
Other comprehensive income	—	—		—		—		1		1
Dividends declared	—	—		—		(97)		—		(97)
Contributions	—	—		13		—		—		13
Balance, June 30, 2022	60,101	$	609	$	1,254	$	750	$	(30)	$	2,583
Balance, March 31, 2023	60,101	$	609	$	1,282	$	805	$	(29)	$	2,667
Net income	—	—		—		59		—		59
Dividends declared	—	—		—		(121)		—		(121)
Contributions	—	—		18		—		—		18
Balance, June 30, 2023	60,101	$	609	$	1,300	$	743	$	(29)	$	2,623
Balance, December 31, 2022	60,101	$	609	$	1,275	$	746	$	(30)	$	2,600
Net income	—	—		—		127		—		127
Other comprehensive income	—	—		—		—		1		1
Dividends declared	—	—		—		(130)		—		(130)
Contributions	—	—		25		—		—		25
Balance, June 30, 2023	60,101	$	609	$	1,300	$	743	$	(29)	$	2,623

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

183

EASTERN GAS TRANSMISSION AND STORAGE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Amounts in millions)

	Six-Month Periods
	Ended June 30,
	2023		2022
Cash flows from operating activities:
Net income	$	127	126
Adjustments to reconcile net income to net cash flows from operating activities:
(Gains) losses on other items, net	(8)		1
Depreciation and amortization	74		81
Allowance for equity funds	(3)		(2)
Changes in regulatory assets and liabilities	(80)		(9)
Deferred income taxes	30		30
Other, net	(1)		4
Changes in other operating assets and liabilities:
Trade receivables and other assets	53		28
Receivables from affiliates	1		1
Gas balancing activities	21		(22)
Accrued property, income and other taxes	(15)		(8)
Accounts payable and other liabilities	8		49
Accounts payable to affiliates	(3)		2
Net cash flows from operating activities	204		281
Cash flows from investing activities:
Capital expenditures	(86)		(109)
Proceeds from assignment of shale development rights	8		—
Repayment of notes by affiliates	—		10
Notes to affiliates	—		(8)
Other, net	(3)		(6)
Net cash flows from investing activities	(81)		(113)
Cash flows from financing activities:
Issuance (repayment) of notes payable to affiliates, net	4		(61)
Dividends paid	(122)		(80)
Net cash flows from financing activities	(118)		(141)
Net change in cash and cash equivalents and restricted cash and cash equivalents	5		27
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	45		26
Cash and cash equivalents and restricted cash and cash equivalents at end of period	$	50	$	53

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

184

EASTERN GAS TRANSMISSION AND STORAGE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1)    General

Eastern Gas Transmission and Storage, Inc. and its subsidiaries ("EGTS") conduct business activities consisting of Federal Energy Regulatory Commission ("FERC")-regulated interstate natural gas transmission systems and underground storage. EGTS' operations include transmission assets located in Maryland, New York, Ohio, Pennsylvania, Virginia and West Virginia. EGTS also operates one of the nation's largest underground natural gas storage systems located in New York, Pennsylvania and West Virginia. EGTS is a wholly owned subsidiary of Eastern Energy Gas Holdings, LLC ("Eastern Energy Gas"), which is an indirect wholly owned subsidiary of Berkshire Hathaway Energy Company ("BHE"). BHE is a holding company based in Des Moines, Iowa that owns subsidiaries principally engaged in the energy industry. BHE is a consolidated subsidiary of Berkshire Hathaway Inc.

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 2023 and for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the three- and six-month periods ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Notes to Consolidated Financial Statements included in EGTS' Annual Report on Form 10-K for the year ended December 31, 2022 describes the most significant accounting policies used in the preparation of the unaudited Consolidated Financial Statements. There have been no significant changes in EGTS' accounting policies or its assumptions regarding significant accounting estimates during the six-month period ended June 30, 2023.

(2)    Property, Plant and Equipment, Net

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

		As of
		June 30,		December 31,
	Depreciable Life	2023		2022
Interstate natural gas transmission and storage assets	28 - 50 years	$	6,890	$	6,724
Intangible plant	12 - 19 years	80		79
Plant in-service		6,970		6,803
Accumulated depreciation and amortization		(2,498)		(2,440)
		4,472		4,363
Construction work-in-progress		183		141
Property, plant and equipment, net		$	4,655	$	4,504

Assignment of Shale Development Rights

In June 2023, EGTS conveyed development rights to a natural gas producer for approximately 6,500 acres of Utica Shale and Point Pleasant Formation underneath one of its natural gas storage fields and received proceeds of $8 million and an overriding royalty interest in gas produced from the acreage. This transaction resulted in an $8 million ($6 million after-tax) gain, included in operations and maintenance expense in its Consolidated Statements of Operations.

185

(3)    Regulatory Matters

In September 2021, EGTS filed a general rate case for its FERC-jurisdictional services, with proposed rates to be effective November 1, 2021. EGTS proposed an annual cost-of-service of approximately $1.1 billion, and requested increases in various rates, including general system storage rates by 85% and general system transmission rates by 60%. In October 2021, the FERC issued an order that accepted the November 1, 2021 effective date for certain changes in rates, while suspending the other changes for five months following the proposed effective date, until April 1, 2022, subject to refund. In September 2022, a settlement agreement was filed with the FERC, which provided for increased service rates and decreased depreciation rates. Under the terms of the settlement agreement, EGTS' rates result in an increase to annual firm transmission and storage services revenues of approximately $160 million and a decrease in annual depreciation expense of approximately $30 million, compared to the rates in effect prior to April 1, 2022. EGTS' provision for rate refund for April 2022 through February 2023, including accrued interest, totaled $91 million. In November 2022, the FERC approved the settlement agreement and the rate refunds to customers were processed in late February 2023.

(4)    Investments and Restricted Cash and Cash Equivalents

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

	As of
	June 30,		December 31,
	2023		2022
Investments:
Investment funds	$	18	$	14
Restricted cash and cash equivalents:
Customer deposits	28		29
Total restricted cash and cash equivalents	28		29
Total investments and restricted cash and cash equivalents	$	46	$	43
Reflected as:
Current assets	$	28	$	29
Noncurrent assets	18		14
Total investments and restricted cash and cash equivalents	$	46	$	43

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash equivalents consist of funds invested in money market mutual funds, U.S. Treasury Bills and other investments with a maturity of three months or less when purchased. Cash and cash equivalents exclude amounts where availability is restricted by legal requirements, loan agreements or other contractual provisions. Restricted cash and cash equivalents consist of customer deposits as allowed under the FERC gas tariff. A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	22	$	16
Restricted cash and cash equivalents	28		29
Total cash and cash equivalents and restricted cash and cash equivalents	$	50	$	45

186

(5)    Income Taxes

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
State income tax, net of federal income tax benefit	5		7		5		6
Allowance for funds used during construction-equity	(1)		—		—		—
Other, net	—		—		(1)		—
Effective income tax rate	25	%	28	%	25	%	27	%

(6)    Employee Benefit Plans

EGTS is a participant in benefit plans sponsored by MidAmerican Energy Company ("MidAmerican Energy"), an affiliate. The MidAmerican Energy Company Retirement Plan includes a qualified pension plan that provides pension benefits for eligible employees. The MidAmerican Energy Company Welfare Benefit Plan provides certain postretirement health care and life insurance benefits for eligible retirees on behalf of EGTS. EGTS contributed $4 million and $5 million to the MidAmerican Energy Company Retirement Plan for the six-month periods ended June 30, 2023 and 2022, respectively, and $1 million to the MidAmerican Energy Company Welfare Benefit Plan for the six-month periods ended June 30, 2023 and 2022. Contributions related to these plans are reflected as net periodic benefit cost in operations and maintenance expense on the Consolidated Statements of Operations. Amounts attributable to EGTS were allocated from MidAmerican Energy in accordance with the intercompany administrative service agreement. Offsetting regulatory assets and liabilities have been recorded related to the amounts not yet recognized as a component of net periodic benefit costs that will be included in regulated rates. As of June 30, 2023 and December 31, 2022, EGTS' amount due to MidAmerican Energy associated with these plans and reflected in other long-term liabilities on the Consolidated Balance Sheets was $47 million.

(7)    Fair Value Measurements

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

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

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

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

187

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

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Total
As of June 30, 2023:
Assets:
Money market mutual funds	$	29	$	—	$	—	$	29
Equity securities:
Investment funds	18		—		—		18
	$	47	$	—	$	—	$	47
Liabilities:
Commodity derivatives	$	—	$	(1)	$	—	$	(1)
	$	—	$	(1)	$	—	$	(1)
As of December 31, 2022:
Assets:
Commodity derivatives	$	—	$	1	$	—	$	1
Money market mutual funds	8		—		—		8
Equity securities:
Investment funds	14		—		—		14
	$	22	$	1	$	—	$	23

EGTS' investments in money market mutual funds and investment funds are stated at fair value. When available, a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value.

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

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

	As of June 30, 2023				As of December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt	$	1,583	$	1,354	$	1,582	$	1,337

188

(8)    Commitments and Contingencies

Environmental Laws and Regulations

EGTS is subject to federal, state and local laws and regulations regarding air quality, climate change, emissions performance standards, water quality and other environmental matters that have the potential to impact its current and future operations. EGTS believes it is in material compliance with all applicable laws and regulations.

Legal Matters

EGTS is party to a variety of legal actions arising out of the normal course of business. EGTS does not believe that such normal and routine litigation will have a material impact on its consolidated financial results.

(9)    Revenue from Contracts with Customers

The following table summarizes EGTS' revenue from contracts with customers ("Customer Revenue") by regulated and other, with further disaggregation of regulated by line of business (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Customer Revenue:
Regulated:
Gas transmission	$	151	$	145	$	342	$	310
Gas storage	70		69		137		116
Other	(2)		—		—		—
Total regulated	219		214		479		426
Management service and other revenues	15		19		32		37
Total Customer Revenue	234		233		511		463
Other revenue(1)	2		1		3		(6)
Total operating revenue	$	236	$	234	$	514	$	457

(1)Other revenue consists primarily of revenue recognized in accordance with Accounting Standards Codification 815, "Derivative and Hedging" and includes unrealized gains and losses for derivatives not designated as hedges related to natural gas sales contracts.

Remaining Performance Obligations

The following table summarizes EGTS' revenue it expects to recognize in future periods related to significant unsatisfied remaining performance obligations for fixed contracts with expected durations in excess of one year as of June 30, 2023 (in millions):

	Performance obligations expected to be satisfied
	Less than 12 months		More than 12 months		Total
EGTS	$	757	$	3,339	$	4,096

189

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

The following is management's discussion and analysis of certain significant factors that have affected the consolidated financial condition and results of operations of EGTS during the periods included herein. This discussion should be read in conjunction with EGTS' historical Consolidated Financial Statements and Notes to Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q. EGTS' actual results in the future could differ significantly from the historical results.

Results of Operations for the Second Quarter and First Six Months of 2023 and 2022

Overview

Net income for the second quarter of 2023 was $59 million, a decrease of $12 million, or 17%, compared to 2022. Net income decreased primarily due to lower margin from regulated gas transmission and storage operations of $24 million, an increase in salaries, wages and benefits and higher technology and related charges, partially offset by a gain from an agreement to convey development rights underneath one of its natural gas storage fields, lower than estimated 2022 tax assessments and lower income tax expense primarily due to lower pre-tax income.

Net income for the first six months of 2023 was $127 million, an increase of $1 million, or 1%, compared to 2022. Net income increased primarily due to higher margin from regulated gas transmission and storage operations of $8 million, a gain from an agreement to convey development rights underneath one of its natural gas storage fields, lower depreciation rates due to the settlement in EGTS' general rate case, lower income tax expense primarily due to lower pre-tax income and lower than estimated 2022 tax assessments, partially offset by higher technology and related charges and an increase in salaries, wages and benefits.

Quarter Ended June 30, 2023 Compared to Quarter Ended June 30, 2022

Operating revenue increased $2 million, or 1%, for the second quarter of 2023 compared to 2022, primarily due to an increase in variable revenue related to park and loan activity of $10 million and an increase in regulated gas transmission and storage services revenues due to the settlement of EGTS' general rate case of $8 million, partially offset by a net decrease in regulated gas transmission and storage services revenues due to volumes primarily from the expiration of the Appalachian Gateway Project contracts in August 2022 of $11 million.

Cost of (excess) gas was an expense of $5 million for the second quarter of 2023 compared to a credit of $21 million for the second quarter of 2022. The change is primarily from a decrease in other operational and system balancing fuel activities prior to the effective date of the new fuel tracker due to the settlement of EGTS' general rate case of $14 million and the unfavorable revaluation of the volumes retained prior to the effective date of the new fuel tracker due to lower natural gas prices of $12 million.

Operations and maintenance increased $9 million, or 10%, for the second quarter of 2023 compared to 2022, primarily due to higher technology and related charges of $12 million and an increase in salaries, wages and benefits of $9 million, partially offset by a gain from an agreement to convey development rights underneath one of its natural gas storage fields of $8 million.

Property and other taxes decreased $8 million, or 53%, for the second quarter of 2023 compared to 2022, primarily due to lower than estimated 2022 tax assessments.

Other, net was income of $2 million for the second quarter of 2023 compared to expense of $1 million for the second quarter of 2022. The change is primarily from gains on marketable securities.

Income tax expense decreased $8 million, or 29%, for the second quarter of 2023 compared to 2022, primarily due to lower pre-tax income and the effective tax rate was 25% for 2023 and 28% for 2022. The effective tax rate decreased primarily due to the reduction in the Pennsylvania statutory rate.

First Six Months of 2023 Compared to First Six Months of 2022

Operating revenue increased $57 million, or 12%, for the first six months of 2023 compared to 2022, primarily due to an increase in regulated gas transmission and storage services revenues due to the settlement of EGTS' general rate case of $50 million, an increase in variable revenue related to park and loan activity of $20 million and derivative losses in 2022 of $7 million, partially offset by a net decrease in regulated gas transmission and storage services revenues due to volumes primarily from the expiration of the Appalachian Gateway Project contracts in August 2022 of $17 million.

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Cost of (excess) gas was an expense of $25 million for the first six months of 2023 compared to a credit of $24 million for the first six months of 2022. The change is primarily from the unfavorable revaluation of the volumes retained prior to the effective date of the new fuel tracker due to the settlement of EGTS' general rate case due to lower natural gas prices of $35 million and a decrease from other operational and system balancing fuel activities prior to the effective date of the new fuel tracker of $14 million.

Operations and maintenance increased $24 million, or 14%, for the first six months of 2023 compared to 2022, primarily due to higher technology and related charges of $18 million and an increase in salaries, wages and benefits of $14 million, partially offset by a gain from an agreement to convey development rights underneath one of its natural gas storage fields of $8 million.

Depreciation and amortization decreased $7 million, or 9%, for the first six months of 2023 compared to 2022, primarily due to the settlement of depreciation rates in EGTS' general rate case of $8 million, partially offset by higher plant placed in-service of $1 million.

Property and other taxes decreased $3 million, or 13%, for the first six months of 2023 compared to 2022, primarily due to lower than estimated 2022 tax assessments.

Other, net was income of $2 million for the first six months of 2023 compared to expense of $1 million for the first six months of 2022. The change is primarily from gains on marketable securities.

Income tax expense decreased $4 million, or 9%, for the first six months of 2023 compared to 2022, primarily due to lower pre-tax income and the effective tax rate was 25% for 2023 and 27% for 2022. The effective tax rate decreased primarily due to the reduction in the Pennsylvania statutory rate.

Liquidity and Capital Resources

As of June 30, 2023, EGTS' total net liquidity was as follows (in millions):

Cash and cash equivalents	$	22
Intercompany revolving credit agreement	400
Less:
Notes payable to affiliates	40
Net intercompany revolving credit agreement	360
Total net liquidity	$	382
Intercompany credit agreement:
Maturity date	2024

Operating Activities

Net cash flows from operating activities for the six-month periods ended June 30, 2023 and 2022 were $204 million and $281 million, respectively. The change is primarily due to the repayment of EGTS rate refunds to customers, partially offset by the impacts from the rate increase in effect April 1, 2022 for the EGTS general rate case and other changes in working capital.

The timing of EGTS' income tax cash flows from period to period can be significantly affected by the estimated federal income tax payment methods elected and assumptions made for each payment date.

Investing Activities

Net cash flows from investing activities for the six-month periods ended June 30, 2023 and 2022 were $(81) million and $(113) million, respectively. The change is primarily due to a decrease in capital expenditures of $23 million, proceeds from the assignment of shale development rights of $8 million and a decrease in loans to affiliates of $8 million, partially offset by a decrease in repayments of loans by affiliates of $10 million.

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Financing Activities

Net cash flows from financing activities for the six-month period ended June 30, 2023 were $(118) million and consisted of dividends paid to Eastern Energy Gas of $122 million, partially offset by net issuance of notes payable to Eastern Energy Gas of $4 million.

Net cash flows from financing activities for the six-month period ended June 30, 2022 were $(141) million and consisted of dividends paid to Eastern Energy Gas of $80 million and net repayment of notes payable to Eastern Energy Gas of $61 million.

Future Uses of Cash

EGTS has available a variety of sources of liquidity and capital resources, both internal and external, including net cash flows from operating activities, public and private debt offerings, intercompany revolving credit agreements, capital contributions and other sources. These sources are expected to provide funds required for current operations, capital expenditures, investments, debt retirements and other capital requirements. The availability and terms under which EGTS has access to external financing depends on a variety of factors, including regulatory approvals, EGTS' credit ratings, investors' judgment of risk and conditions in the overall capital markets, including the condition of the natural gas transmission and storage industry.

Capital Expenditures

Capital expenditure needs are reviewed regularly by management and may change significantly as a result of these reviews, which may consider, among other factors, new growth projects and the timing of growth projects; changes in environmental and other rules and regulations; impacts to customer rates; outcomes of regulatory proceedings; changes in income tax laws; general business conditions; system reliability standards; the cost and efficiency of construction labor, equipment and materials; commodity prices; and the cost and availability of capital.

EGTS' historical and forecasted capital expenditures, each of which exclude amounts for non-cash equity AFUDC and other non-cash items, are as follows (in millions):

	Six-Month Periods				Annual
	Ended June 30,				Forecast
	2022		2023		2023
Natural gas transmission and storage	$	21	$	8	$	28
Other	88		78		209
Total	$	109	$	86	$	237

Natural gas transmission and storage includes primarily growth capital expenditures related to planned regulated projects. Other includes primarily pipeline integrity work, automation and controls upgrades, underground storage, corrosion control, unit exchanges, compressor modifications and projects related to Pipeline Hazardous Materials Safety Administration natural gas storage rules. The amounts also include EGTS' asset modernization program, which includes projects for vintage pipeline replacement, compression replacement, pipeline assessment and underground storage integrity.

Material Cash Requirements

As of June 30, 2023, there have been no material changes in cash requirements from the information provided in Item 7 of EGTS' Annual Report on Form 10-K for the year ended December 31, 2022.

Regulatory Matters

EGTS is subject to comprehensive regulation. Refer to "Regulatory Matters" in Berkshire Hathaway Energy's Part I, Item 2 of this Form 10-Q for discussion regarding EGTS' current regulatory matters.

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Environmental Laws and Regulations

EGTS is subject to federal, state and local laws and regulations regarding air quality, climate change, emissions performance standards, water quality and other environmental matters that have the potential to impact its current and future operations. In addition to imposing continuing compliance obligations, these laws and regulations provide regulators with the authority to levy substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. These laws and regulations are administered by various federal, state and local agencies. EGTS believes it is in material compliance with all applicable laws and regulations, although many are subject to interpretation that may ultimately be resolved by the courts. Environmental laws and regulations continue to evolve, and EGTS is unable to predict the impact of the changing laws and regulations on its operations and financial results.

Refer to "Environmental Laws and Regulations" in Berkshire Hathaway Energy's Part I, Item 2 of this Form 10-Q for additional information regarding environmental laws and regulations.

Critical Accounting Estimates

Certain accounting measurements require management to make estimates and judgments concerning transactions that will be settled several years in the future. Amounts recognized on the Consolidated Financial Statements based on such estimates involve numerous assumptions subject to varying and potentially significant degrees of judgment and uncertainty and will likely change in the future as additional information becomes available. Estimates are used for, but not limited to, the accounting for the effects of certain types of regulation, impairment of long-lived assets and income taxes. For additional discussion of EGTS' critical accounting estimates, see Item 7 of EGTS' Annual Report on Form 10-K for the year ended December 31, 2022. There have been no significant changes in EGTS' assumptions regarding critical accounting estimates since December 31, 2022.

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Item 3.Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk affecting the Registrants, see Item 7A of each Registrant's Annual Report on Form 10-K for the year ended December 31, 2022. Each Registrant's exposure to market risk and its management of such risk has not changed materially since December 31, 2022. Refer to Note 7 of the Notes to Consolidated Financial Statements of PacifiCorp, Note 7 of the Notes to Consolidated Financial Statements of Nevada Power and Note 7 of the Notes to Consolidated Financial Statements of Sierra Pacific in Part I, Item 1 of this Form 10-Q for disclosure of the respective Registrant's derivative positions as of June 30, 2023.

Item 4.Controls and Procedures

At the end of the period covered by this Quarterly Report on Form 10-Q, each of Berkshire Hathaway Energy Company, PacifiCorp, MidAmerican Funding, LLC, MidAmerican Energy Company, Nevada Power Company, Sierra Pacific Power Company, Eastern Energy Gas Holdings, LLC and Eastern Gas Transmission and Storage, Inc. carried out separate evaluations, under the supervision and with the participation of each such entity's management, including its Chief Executive Officer (principal executive officer) and its Chief Financial Officer (principal financial officer), or persons performing similar functions, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended). Based upon these evaluations, management of each such entity, including its Chief Executive Officer (principal executive officer) and its Chief Financial Officer (principal financial officer), or persons performing similar functions, in each case, concluded that the disclosure controls and procedures for such entity were effective to ensure that information required to be disclosed by such entity in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission's rules and forms, and is accumulated and communicated to its management, including its Chief Executive Officer (principal executive officer) and its Chief Financial Officer (principal financial officer), or persons performing similar functions, in each case, as appropriate to allow timely decisions regarding required disclosure by it. Each such entity hereby states that there has been no change in its internal control over financial reporting during the quarter ended June 30, 2023 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting except for Eastern Energy Gas Holdings, LLC and Eastern Gas Transmission and Storage, Inc. In April 2023, Eastern Energy Gas Holdings, LLC and Eastern Gas Transmission and Storage, Inc. completed implementation of a new enterprise resource planning system, which was designed to replace or enhance certain internal financial and operating systems. In connection with the enterprise resource planning implementation, Eastern Energy Gas Holdings, LLC and Eastern Gas Transmission and Storage, Inc. updated the processes and controls that constitute the internal control over financial reporting, as necessary, to accommodate related changes to the accounting procedures and business processes. There have been no other changes in internal control over financial reporting during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Eastern Energy Gas Holdings, LLC and Eastern Gas Transmission and Storage, Inc. internal control over financial reporting environments.

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PART II

Item 1.Legal Proceedings

Berkshire Hathaway Energy and PacifiCorp

The following disclosures reflect material updates to legal proceedings and should be read in conjunction with Item 3 of PacifiCorp's and Berkshire Hathaway Energy's Annual Reports on Form 10-K for the year ended December 31, 2022.

Multiple lawsuits, complaints and demands alleging similar claims have been filed in Oregon and California related to the Labor Day 2020 Wildfires, certain of which have been described below. Amounts sought in the lawsuits, complaints and demands filed in Oregon total over $7 billion, excluding any doubling or trebling of damages included in the complaints. Generally, the complaints filed in California do not specify damages sought and are excluded from the total above. Multiple complaints have also been filed in California for the 2022 McKinney fire. Investigations into the causes and origins of those wildfires are ongoing. For more information regarding certain legal proceedings affecting Berkshire Hathaway Energy, refer to Note 11 of the Notes to Consolidated Financial Statements of Berkshire Hathaway Energy in Part I, Item 1 of this Form 10-Q, and PacifiCorp, refer to Note 9 of the Notes to Consolidated Financial Statements of PacifiCorp in Part I, Item 1 of this Form 10-Q.

Jeanyne James et al. v. PacifiCorp and Consolidated Cases

On September 30, 2020, a class action complaint against PacifiCorp was filed, captioned Jeanyne James et al. v. PacifiCorp et al., Case No. 20CV33885, in Multnomah County Circuit Court, Oregon ("James"). The complaint was filed by Oregon residents and businesses who sought to represent a class of all Oregon citizens and entities whose real or personal property was harmed beginning on September 7, 2020, by wildfires in Oregon allegedly caused by PacifiCorp. On November 3, 2021, the plaintiffs filed an amended complaint to limit the class to include Oregon citizens allegedly impacted by the Echo Mountain Complex, South Obenchain, Two Four Two and Santiam Canyon fires, as well as to add claims for noneconomic damages. The amended complaint alleged that PacifiCorp's assets contributed to the Oregon wildfires occurring on or after September 7, 2020, and that PacifiCorp acted with gross negligence, among other things. The amended complaint sought the following damages for the plaintiffs and the class: (i) noneconomic damages, including mental suffering, emotional distress, inconvenience and interference with normal and usual activities, in excess of $1 billion; (ii) damages for real and personal property and other economic losses of not less than $600 million; (iii) double the amount of property and economic damages; (iv) treble damages for specific costs associated with loss of timber, trees and shrubbery; (v) double the damages for the costs of litigation and reforestation; (vi) prejudgment interest; and (vii) reasonable attorney fees, investigation costs and expert witness fees. The plaintiffs demanded a trial by jury and reserved their right to further amend the complaint to allege claims for punitive damages. In May 2022, the Multnomah County Circuit Court granted issue class certification and consolidated this case with others as described below. Plaintiffs' motion to bifurcate issues for trial between class-wide liability and individual damages was also granted. PacifiCorp requested an immediate appeal of the issue class certification before the Oregon Court of Appeals. In January 2023, the Oregon Court of Appeals denied PacifiCorp's request for immediate appeal. In February 2023, the plaintiffs filed a motion to amend the complaint to add punitive damages in an unspecified amount. On March 23, 2023, the plaintiffs filed an amended complaint seeking punitive damages with permission of the Circuit Court. Plaintiffs sought punitive damages at a five times multiplier to the amount of compensatory damages awarded. On April 24, 2023, the jury trial began in Multnomah County Circuit Court for the 17 named plaintiffs. In June 2023, the jury issued its verdict finding PacifiCorp liable to the 17 individual plaintiffs and to the class with respect to the four wildfires. The jury awarded the 17 named plaintiffs $90 million of damages, including $4 million of economic and property damages, $68 million of noneconomic damages and $18 million of punitive damages based on a 0.25 multiplier of the economic and noneconomic damages. Under ORS 477.089, the economic and property damages awarded may be subject to doubling. No judgment has been entered by the Multnomah County Circuit Court. The number of claimants in the class and the amounts of their claims, if any, have not been determined, and no determination has been made by the court as to the timing, process and procedures that will be used to adjudicate individual class member damages. PacifiCorp intends to vigorously appeal the jury's findings and damage awards, including whether the case can proceed as a class action. The appeals process and further actions could take several years.

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On August 20, 2021, a complaint against PacifiCorp was filed, captioned Shylo Salter et al. v. PacifiCorp, Case No. 21CV33595, ("Salter"), in Multnomah County Circuit Court, Oregon, in which two complaints, Case No. 21CV09339 and Case No. 21CV09520, previously filed in Marion County Circuit Court, Oregon, were combined. The plaintiffs voluntarily dismissed the previously filed complaints in Marion County, Oregon. The refiled complaint was filed by Oregon residents and businesses who allege that they were injured by the Beachie Creek fire, which the plaintiffs allege began on or around September 7, 2020, but which government reports indicate began on or around August 16, 2020. The complaint alleges that PacifiCorp's assets contributed to the Beachie Creek fire and that PacifiCorp acted with gross negligence, among other things. The complaint seeks the following damages: (i) damages related to real and personal property in an amount determined by the jury to be fair and reasonable, estimated not to exceed $75 million; (ii) other economic losses in an amount determined by the jury to be fair and reasonable, but not to exceed $75 million; (iii) noneconomic damages in the amount determined by the jury to be fair and reasonable, but not to exceed $500 million; (iv) double the damages for economic and property damages under specified Oregon statutes; (v) alternatively, treble the damages under specified Oregon statutes; (vi) attorneys' fees and other costs; and (vii) pre- and post-judgment interest. The plaintiffs demand a trial by jury and have reserved their right to amend the complaint to add a claim for punitive damages. In May 2022, the Salter case was consolidated with the James case (described above).

In October 2020, the case Amy Allen, et al. v. PacifiCorp, Case No. 20CV37430 ("Allen") was filed in Multnomah County Circuit Court, Oregon. The Allen case was filed by five individuals as amended in September 2021 claiming in excess of $32 million in economic and noneconomic damages related to the Beachie Creek fire, as well as claims for statutory doubling or trebling of damages, attorneys' fees and other costs and pre- and post-judgment interest. In May 2022, the Allen case was consolidated with the James case (described above).

On August 26, 2022, a putative class action complaint seeking declaratory and equitable relief against PacifiCorp was filed, captioned Margaret Dietrich et al. v. PacifiCorp, Case No. 22CV29187 ("Dietrich"), in Multnomah County Circuit Court, Oregon. The complaint was filed by two Oregon residents individually and on behalf of a class initially defined to include residents of, business owners in, real or personal property owners in and any other individuals physically present in specified Oregon counties as of September 7, 2020 who experienced any harm, damage or loss as a result of the Santiam Canyon, Beachie Creek, Lionshead, Echo Mountain Complex, Two Four Two or South Obenchain fires. The complaint was amended on September 6, 2022, to add a claim for damages of over $900 million. The amended complaint adds four more individual plaintiffs and modifies the class definition to cover only the Santiam Canyon, Echo Mountain Complex, Two Four Two, and South Obenchain fires. The amended complaint alleges: (i) negligence due to alleged failure to comply with certain Oregon statutes and administrative rules; (ii) gross negligence due to alleged conscious indifference to or reckless disregard for the probable consequences of defendant's actions or inactions; (iii) private nuisance; (iv) public nuisance; (v) trespass; (vi) inverse condemnation; (vii) accounting/injunction; and (viii) negligent infliction of emotional distress. The amended complaint seeks the following: (i) an order certifying the matter as a class action; (ii) economic damages not less than $400 million; (iii) double the amount of economic and property damages to the extent applicable under Oregon statute; (iv) reasonable costs of reforestation activities; (v) doubling and trebling of certain other damages to the extent applicable under certain Oregon statutes; (vi) noneconomic damages not less than $500 million; (vii) prejudgment interest; (viii) an order requiring an accounting with respect to the amount of damages; (ix) an order enjoining PacifiCorp from leaving power lines energized in areas of Oregon experiencing extremely critical fire conditions; (x) an award of reasonable attorney fees, costs, investigation costs, disbursements and expert witness fees; and (xi) other relief the court finds appropriate. The plaintiffs and proposed class demand a trial by jury. On December 19, 2022, the Dietrich case was consolidated into James (described above) and is currently stayed.

On April 26, 2022, a complaint against PacifiCorp was filed, captioned Cady et al. v. PacifiCorp, Case No. 22CV13946 ("Cady"), in Multnomah County Circuit Court, Oregon. The Cady case was filed by 21 individuals as amended in April 2022 claiming $10 million in economic and noneconomic damages in connection with the Echo Mountain Complex fire, as well as claims for statutory doubling or trebling of damages, attorneys' fees and other costs and pre-judgment interest. On September 2, 2022, a complaint against PacifiCorp was filed, captioned Logan et al. v. PacifiCorp, Case No. 22CV29859 ("Logan"), in Multnomah County Circuit Court, Oregon. The Logan case was filed by five individuals claiming $10 million in economic and noneconomic damages, as well as claims for statutory doubling or trebling of damages, attorneys' fees and other costs and pre- and post-judgment interest. The Logan and Cady complaints each allege injuries and damages resulting from the September 2020 Echo Mountain Complex fires and assert claims for: (i) negligence; (ii) trespass; (iii) nuisance; and (iv) inverse condemnation. The Cady and Logan cases have been consolidated with James (described above).

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On October 14, 2022, the Multnomah County Circuit Court consolidated 21st Century Centennial Insurance Company, et al. v. PacifiCorp, Case No. 22CV26326 ("21st Century") and Allstate Vehicle and Property Insurance Company, et al. v. PacifiCorp, Case No. 22CV29976 ("Allstate") into James (described above). The 21st Century and Allstate complaints were each filed in Multnomah County Circuit Court, Oregon by subrogated insurance carriers alleging claims of (i) negligence, (ii) gross negligence, and (iii) inverse condemnation resulting from the September 2020 Santiam Canyon, Echo Mountain Complex, 242 and South Obenchain fires. The 21st Century case was filed in August 2022 by 177 insurance carriers seeking $20 million in damages. The Allstate case was filed in September 2022 by 11 insurance carriers seeking $40 million in damages. In May 2023, PacifiCorp and the subrogated insurance carriers entered into a settlement agreement.

On October 17, 2022, the Multnomah County Circuit Court consolidated Michael Bell, et al. v. PacifiCorp, Case No. 22CV30450 ("Bell") into James (described above). The Bell case was filed in Multnomah County Circuit Court, Oregon on September 7, 2022, by 59 plaintiffs seeking $35 million in damages for claims of (i) negligence, (ii) trespass, (iii) nuisance, and (iv) inverse condemnation.

On October 19, 2022, the Multnomah County Circuit Court consolidated Freres Timber, Inc. v. PacifiCorp, Case No. 22CV29694 ("Freres") into James (described above). The Freres case was filed in Multnomah County Circuit Court, Oregon on September 1, 2022, by one plaintiff and seeks $40 million for claims of (i) negligence, (ii) gross negligence, and (iii) inverse condemnation.

On December 6, 2022, CW Specialty Lumber, Inc., et al. v. PacifiCorp, Case No. 22CV41640 ("CW Specialty") was filed in Multnomah County Circuit Court, Oregon by two plaintiffs seeking $29 million in damages for claims of (i) negligence, (ii) gross negligence, (iii) trespass, and (iv) inverse condemnation. The CW Specialty case has been consolidated with James (described above).

Roseburg Resources Co et al. v. PacifiCorp and Consolidated Cases

On March 17, 2022, a complaint against PacifiCorp was filed, captioned Roseburg Resources Co et al. v. PacifiCorp, Case No. 22CV09346 ("Roseburg") in Douglas County Circuit Court, Oregon. The complaint was filed by nine businesses and public pension plans that own or operate timberlands or possess property in Douglas County who allege damages, losses and injuries associated with their timberlands as a result of the French Creek, Archie Creek, Susan Creek and Smith Springs Road fires in Douglas County in September 2020. The complaint alleges (i) PacifiCorp's conduct constituted not only common law negligence but also gross negligence and that such conduct contributed to or caused the ignition and spread of the aforementioned fires; (ii) PacifiCorp violated certain Oregon rules and regulations; and (iii) as an alternative to negligence, inverse condemnation. The complaint seeks the following damages as amended: (i) economic and property damages in excess of $195 million under a determination of negligence or inverse condemnation; (ii) doubling of those economic damages to in excess of $390 million under a determination of gross negligence pursuant to Oregon statute; (iii) all costs of the lawsuit; (iv) prejudgment interest of $43 million and post-judgment interest as allowed by law; and (v) attorneys' fees of $105 million and other costs.

On November 1, 2022, three complaints were filed against PacifiCorp, captioned Moore et al. v. PacifiCorp, No. 22CV37302; Blodgett et al. v. PacifiCorp, No. 22CV37306; and Ellis et al. v. PacifiCorp, No. 22CV37304. Three additional cases were filed December 5, 2022, captioned Tague et al. v. PacifiCorp, No. 22CV41242; Long, et al. v. PacifiCorp, No. 22CV41283; and Moyers et al. v. PacifiCorp, No. 22CV41293. On January 6, 2023, an additional complaint was filed against PacifiCorp captioned Meyer et al. v. PacifiCorp, No. 23CV00748. On January 17, 2023, seven additional cases were filed, captioned Foster et al. v. PacifiCorp, No. 23CV02142; Hall et al. v. PacifiCorp, No. 23CV02184; Jones et al. v. PacifiCorp, No. 23CV02110; Price et al. v. PacifiCorp, No. 23CV02175; Minott et al. v. PacifiCorp, No. 23CV02203; Webb et al. v. PacifiCorp, No. 23CV02202; and Keith et al. v. PacifiCorp, No. 23CV02200. On January 24, 2023, three additional cases were filed captioned Kidd et al. v. PacifiCorp, No. 23CV03318; Parker et al. v. PacifiCorp, No. 23CV03317; and Diaz et al. v. PacifiCorp, No. 23CV03313.

These complaints were filed in Douglas County Circuit Court, Oregon with substantially similar allegations as those of Roseburg with the exception that certain of the complaints do not allege inverse condemnation. On February 9, 2023, in an oral ruling, the Douglas County Circuit Court ordered these seventeen cases consolidated for trial as to certain specified issues, along with the above-mentioned Roseburg; the precise scope of the trial will be determined in a later order. Collectively, these eighteen cases seek in excess of $1,300 million in damages, inclusive of the $573 million Roseburg case. On February 14, 2023, the Douglas County Circuit Court ordered that all plaintiffs' claims for inverse condemnation be dismissed; a written order is forthcoming.

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Ashley Andersen et al. v. PacifiCorp and Consolidated Cases

On September 1, 2022, multiple complaints against PacifiCorp were filed in Multnomah County Circuit Court, Oregon, captioned Martin Klinger et al. v. PacifiCorp, Case No. 22CV29674 ("Klinger"), Jeremiah E. Bowen et al. v. PacifiCorp, Case No. 22CV29681 ("Bowen") and James Weathers et al. v. PacifiCorp, Case No. 22CV29683 ("Weathers"). The complaints were filed by Oregon residents and Oregon property owners who allege damages resulting from the September 2020 Echo Mountain Complex fires. The allegations made and damages sought are described below.

On September 6, 2022, a complaint against PacifiCorp was filed, captioned Blair Barnholdt et al. v. PacifiCorp, Case No. 22CV30097, in Multnomah County Circuit Court, Oregon ("Barnholdt"). The complaint was filed by Oregon residents or Oregon property owners who allege damages resulting from the September 2020 Echo Mountain Complex fires. The allegations made and damages sought are described below.

On September 7, 2022, multiple complaints against PacifiCorp were filed in Multnomah County Circuit Court, Oregon, captioned Estate of Nancy Darlene Hunter, et al. v. PacifiCorp, Case No. 22CV30214 ("Hunter"), Willard K. Pratt et al. v. PacifiCorp, Case No. 22CV30217 ("Pratt") and April Thompson et al. v. PacifiCorp, Case No. 22CV30451 ("Thompson"). The complaints were filed by Oregon residents, occupants and real and personal property owners who allege injuries and damages resulting from the September 2020 Echo Mountain Complex fires. The allegations made and damages sought are described below.

The above-described Klinger, Bowen, Weathers, Barnholdt, Hunter, Pratt and Thompson cases were consolidated with Sparks et al. v. PacifiCorp, Case No. 21CV48022 ("Sparks") and Russie et al. v. PacifiCorp, Case No. 22CV15840 ("Russie") into Ashley Andersen et al. v. PacifiCorp, Case No. 21CV36567 ("Andersen"). The Klinger, Bowen, Weathers, Barnholdt, Pratt and Thompson complaints each allege: (i) negligence due in part to alleged failure to comply with certain Oregon statutes and administrative rules, including those issued by the OPUC; (ii) gross negligence alleged in the form of willful, wanton and reckless disregard of known risks to the public; (iii) trespass; (iv) nuisance; and (v) inverse condemnation. The Klinger, Bowen, Weathers, Barnholdt, Pratt and Thompson complaints each seek the following damages: (i) economic and property related damages of $83 million; (ii) doubling of those economic and property related damages to $167 million to the extent eligible for doubling of damages under the specified Oregon statute; (iii) non-economic damages to the plaintiffs' persons in an amount not less than $83 million for physical injury, mental suffering, emotional distress and other damages; (iv) loss of wages, loss of earnings capacity, evacuation expenses, displacement expenses and similar damages; (v) attorneys' fees and other costs; and (vii) pre-judgment interest. The plaintiffs for each Klinger, Bowen, Weathers, Barnholdt, Pratt and Thompson request a trial by jury and have reserved their right to amend the complaint to add a claim for punitive damages. The Hunter complaint seeks $50 million in damages and alleges claims for: (i) negligence, (ii) trespass, (iii), nuisance, (iv) inverse condemnation, and (v) wrongful death. The Andersen case was filed by 50 individuals as amended in August 2022 seeking $250 million in economic and noneconomic damages, as well as claims for statutory doubling or trebling of damages, attorneys' fees and other costs and pre-judgment interest. The Sparks case was filed by 17 individuals in December 2021 claiming $125 million in economic and noneconomic damages, as well as claims for statutory doubling or trebling of damages, attorneys' fees and other costs and pre- judgment interest. The Russie case was filed by 45 individuals as amended in September 2022 seeking $250 million in economic and noneconomic damages, as well as claims for statutory doubling or trebling of damages, attorneys' fees and other costs and pre-judgment interest.

Judith O'Keefe v. PacifiCorp and Consolidated Cases

On September 1, 2022, a complaint against PacifiCorp was filed, captioned Aaron Macy-Wyngarden et al. v. PacifiCorp, Case No. 22CV29684, in Multnomah County Circuit Court, Oregon ("Macy-Wyngarden"). The complaint was filed by Oregon residents or Oregon property owners who allege injuries and damages resulting from the September 2020 Beachie Creek, Santiam Canyon, Lionshead and Riverside fires. The allegations made and damages sought are described below.

On September 22, 2022, a complaint against PacifiCorp was filed, captioned Zachary Bogle et al. v. PacifiCorp, Case No. 22CV29717, in Multnomah County Circuit Court, Oregon ("Bogle"). The complaint was filed by Oregon residents who allege injuries and damages resulting from the September 2020 Beachie Creek, Santiam Canyon, Lionshead and Riverside fires. The allegations made and damages sought are described below.

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The Macy-Wyngarden and Bogle complaints each allege: (i) negligence due in part to alleged failure to comply with certain Oregon statutes and administrative rules, including those issued by the OPUC; (ii) gross negligence alleged in the form of willful, wanton and reckless disregard of known risks to the public; (iii) trespass; (iv) nuisance; and (v) inverse condemnation. The Macy-Wyngarden and Bogle complaints each seek the following damages: (i) economic and property related damages of $83 million; (ii) doubling of those economic and property related damages to $167 million to the extent eligible for doubling of damages under the specified Oregon statute; (iii) non-economic damages to the plaintiffs' persons in an amount not less than $83 million for physical injury, mental suffering, emotional distress and other damages; (iv) loss of wages, loss of earnings capacity, evacuation expenses, displacement expenses and similar damages; (v) attorneys' fees and other costs; and (vii) pre-judgment interest. The plaintiffs for each Macy-Wyngarden and Bogle request a trial by jury and have reserved their right to amend the complaint to add a claim for punitive damages.

The Macy-Wyngarden and Bogle cases were consolidated with Ruthie Dodge et al. v. PacifiCorp, Case No. 22CV30222 ("Dodge") into Judith O'Keefe v. PacifiCorp, Case No. 21CV15857 ("O'Keefe"). The Dodge case was filed in Multnomah County Circuit Court, Oregon on September 8, 2022, by two plaintiffs seeking $9 million in damages for claims of negligence, trespass, nuisance, and inverse condemnation. The O'Keefe lawsuit was filed in Multnomah County Circuit Court, Oregon on April 23, 2021, by one individual seeking $2 million in damages for claims for negligence, nuisance, and trespass.

United States and Oregon Departments of Justice – Loss and Damages to Federal and State Lands

PacifiCorp recently received correspondence from the U.S. Department of Justice ("USDOJ"), representing the U.S. Department of the Interior, Bureau of Land Management, Bureau of Indian Affairs, Department of Agriculture and Forest Service, regarding the potential recovery of certain costs and damages alleged to have occurred to federal lands from the September 2020 Archie Creek and Susan Creek fires. The USDOJ estimates the costs and damages relating to reforestation, damaged timber and improvements, coordination with hydropower license, suppression costs and other assessment, cleanup and rehabilitation costs and damages at approximately $640 million. The amounts alleged for natural resource damage from these fires do not include environmental damages that the United States could potentially seek to recover if this matter was fully litigated, nor do they include multipliers which the agencies are allegedly entitled to collect under pertinent federal regulations, under which, for example, minimum damages for trespass to timber managed by the U.S. Department of Interior are twice the fair market value of the resource at the time of the trespass, or three times if the violation was willful.

PacifiCorp also received correspondence from the Oregon Department of Justice ("ODOJ"), representing the State of Oregon, regarding the potential recovery of losses and damages to state lands from the Archie Creek and Susan Creek fires. The ODOJ estimates losses and damages relating to the sheltering of, and assistance to, affected Oregonians, fire control and extinguishment costs, 39 acres of Oregon forestland, losses and damages at the Rock Creek Fish Hatchery, road and highway damages, and other costs, at approximately $95 million.

PacifiCorp is actively cooperating with both the USDOJ and ODOJ on resolving these alleged claims, including through the pursuit of alternative dispute resolution means.

Item 1A.Risk Factors

There has been no material change to each Registrant's risk factors from those disclosed in Item 1A of each Registrant's Annual Report on Form 10-K for the year ended December 31, 2022.

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

Not applicable.

Item 3.Defaults Upon Senior Securities

Not applicable.

Item 4.Mine Safety Disclosures

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

199

Item 5.Other Information

Not applicable.

Item 6.Exhibits

The following is a list of exhibits filed as part of this Quarterly Report.

200

Exhibit No. Description

BERKSHIRE HATHAWAY ENERGY

10.1	First Amendment to the $3,500,000,000 Third Amended and Restated Credit Agreement, dated as of June 30, 2023, among Berkshire Hathaway Energy Company, as Borrower, the Banks, Financial Institutions and Other Institutional Lenders, as Initial Lenders, MUFG Bank, Ltd. as Administrative Agent and the LC Issuing Banks.
10.2	First Amending Agreement to the Credit Agreement, dated April 27, 2021, among AltaLink Investments, L.P., as borrower, AltaLink Investment Management Ltd., as general partner, Royal Bank of Canada, as administrative agent, and Lenders (incorporated by reference to Exhibit 10.1 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2023).
10.3	Second Amending Agreement to the Credit Agreement, dated April 27, 2022, among AltaLink Investments, L.P., as borrower, AltaLink Investment Management Ltd., as general partner, Royal Bank of Canada, as administrative agent, and Lenders (incorporated by reference to Exhibit 10.2 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2023).
10.4	Third Amending Agreement to the Credit Agreement, dated April 27, 2023, among AltaLink Investments, L.P., as borrower, AltaLink Investment Management Ltd., as general partner, Royal Bank of Canada, as administrative agent, and Lenders (incorporated by reference to Exhibit 10.3 to the Berkshire Hathaway Energy Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2023).
15.1	Awareness Letter of Independent Registered Public Accounting Firm.
31.1	Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

PACIFICORP

15.2	Awareness Letter of Independent Registered Public Accounting Firm.
31.3	Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4	Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.3	Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.4	Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

BERKSHIRE HATHAWAY ENERGY AND PACIFICORP

4.1	Thirty-Fourth Supplemental Indenture, dated as of May 1, 2023, to the Mortgage and Deed of Trust dated as of January 9, 1989 between PacifiCorp and the Bank of New York Mellon Trust Company, N.A., as successor Trustee (incorporated by reference to Exhibit 4.1 to the PacifiCorp Current Report on Form 8-K dated May 17, 2023).
10.5	First Amendment to the $2,000,000,000 Third Amended and Restated Credit Agreement, dated as of June 30, 2023, among PacifiCorp, as Borrower, the Banks, Financial Institutions and Other Institutional Lenders, as Initial Lenders, JP Morgan Chase Bank, N.A. as Administrative Agent and the LC Issuing Banks.
95	Mine Safety Disclosures Required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

201

Exhibit No. Description

MIDAMERICAN ENERGY

15.3	Awareness Letter of Independent Registered Public Accounting Firm.
31.5	Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.6	Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.5	Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.6	Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

MIDAMERICAN FUNDING

31.7	Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.8	Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.7	Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.8	Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

BERKSHIRE HATHAWAY ENERGY, MIDAMERICAN ENERGY AND MIDAMERICAN FUNDING

10.6 First Amendment to the $1,500,000,000 Third Amended and Restated Credit Agreement, dated as of June 30, 2023, among MidAmerican Energy Company, as Borrower, the Banks, Financial Institutions and Other Institutional Lenders, as Initial Lenders, Mizuho Bank, Ltd., as Administrative Agent and the LC Issuing Banks.

NEVADA POWER

15.4	Awareness Letter of Independent Registered Public Accounting Firm.
31.9	Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.10	Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.9	Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.10	Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

BERKSHIRE HATHAWAY ENERGY AND NEVADA POWER

10.7 First Amendment to the $600,000,000 Fifth Amended and Restated Credit Agreement, dated as of June 30, 2023, among Nevada Power Company, as Borrower, the Banks, Financial Institutions and Other Institutional Lenders, as Initial Lenders, Wells Fargo Bank, National Association, as Administrative Agent and the LC Issuing Banks.

SIERRA PACIFIC

31.11	Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.12	Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.11	Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.12	Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

202

Exhibit No. Description

BERKSHIRE HATHAWAY ENERGY AND SIERRA PACIFIC

10.8 First Amendment to the $400,000,000 Fifth Amended and Restated Credit Agreement, dated as of June 30, 2023, among Sierra Pacific Power Company, as Borrower, the Banks, Financial Institutions and Other Institutional Lenders, as Initial Lenders, Wells Fargo Bank, National Association, as Administrative Agent and the LC Issuing Banks.

EASTERN ENERGY GAS

10.9	Amended and Restated $400,000,000 Inter-Company Credit Agreement, dated as of March 1, 2023, by and between BHE GT&S, LLC and Eastern Energy Gas Holdings, LLC (incorporated by reference to Exhibit 10.4 to the Eastern Energy Gas Holdings, LLC Quarterly Report on Form 10-Q for the quarter ended March 31, 2023).
31.13	Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.14	Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.13	Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.14	Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EASTERN GAS TRANSMISSION AND STORAGE

10.10	Amended and Restated $400,000,000 Inter-Company Credit Agreement, dated as of March 1, 2023, by and between Eastern Energy Gas Holdings, LLC and Eastern Gas Transmission and Storage, Inc. (incorporated by reference to Exhibit 10.5 to the Eastern Gas Transmission and Storage, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2023).
10.11	Amended and Restated $400,000,000 Inter-Company Credit Agreement, dated as of March 1, 2023, by and between Eastern Gas Transmission and Storage, Inc. and Eastern Energy Gas Holdings, LLC (incorporated by reference to Exhibit 10.6 to the Eastern Gas Transmission and Storage Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2023).
31.15	Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.16	Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.15	Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.16	Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

ALL REGISTRANTS

101

The following financial information from each respective Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, is formatted in iXBRL (Inline eXtensible Business Reporting Language) and included herein: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements, tagged in summary and detail.

104

Cover Page Interactive Data File formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101.

203

SIGNATURES

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

	BERKSHIRE HATHAWAY ENERGY COMPANY
Date: August 4, 2023	/s/ Calvin D. Haack
	Calvin D. Haack
	Senior Vice President and Chief Financial Officer
	(principal financial and accounting officer)
	PACIFICORP
Date: August 4, 2023	/s/ Nikki L. Kobliha
	Nikki L. Kobliha
	Vice President, Chief Financial Officer and Treasurer
	(principal financial and accounting officer)
	MIDAMERICAN FUNDING, LLC
	MIDAMERICAN ENERGY COMPANY
Date: August 4, 2023	/s/ Blake M. Groen
	Blake M. Groen
	Vice President and Controller
	of MidAmerican Funding, LLC and
	Vice President and Chief Financial Officer
	of MidAmerican Energy Company
	(principal financial and accounting officer)
	NEVADA POWER COMPANY
Date: August 4, 2023	/s/ Michael J. Behrens
	Michael J. Behrens
	Vice President and Chief Financial Officer
	(principal financial and accounting officer)
	SIERRA PACIFIC POWER COMPANY
Date: August 4, 2023	/s/ Michael J. Behrens
	Michael J. Behrens
	Vice President and Chief Financial Officer
	(principal financial and accounting officer)
	EASTERN ENERGY GAS HOLDINGS, LLC
Date: August 4, 2023	/s/ Scott C. Miller
	Scott C. Miller
	Vice President, Chief Financial Officer and Treasurer
	(principal financial and accounting officer)
	EASTERN GAS TRANSMISSION AND STORAGE, INC.
Date: August 4, 2023	/s/ Scott C. Miller
	Scott C. Miller
	Vice President, Chief Financial Officer and Treasurer
	(principal financial and accounting officer)

204

EX-10.1

EXHIBIT 10.1

Execution Version

FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT

AGREEMENT (this “Amendment”), dated as of June 30, 2023, is by and among BERKSHIRE HATHAWAY ENERGY COMPANY, an Iowa corporation (the “Borrower”), the banks, financial institutions and other institutional lenders listed on the signature pages hereto (the “Lenders”), and MUFG BANK, LTD., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and the LC Issuing Banks. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

W I T N E S S E T H

WHEREAS, the Borrower, the banks, financial institutions and other institutional lenders party thereto, and the Administrative Agent are parties to that certain Third Amended and Restated Credit Agreement dated as of June 30, 2022 (as may be amended, amended and restated, modified, extended, restated, replaced, or otherwise supplemented from time to time, the “Existing Credit Agreement”; and, as amended by this Amendment, the “CreditAgreement”);

WHEREAS, the Borrower has requested that the Lenders amend certain provisions of the Existing Credit Agreement; and

WHEREAS, the Lenders are willing to make such amendments to the Existing Credit Agreement, in accordance with and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

AMENDMENTS TO CREDIT AGREEMENT

1.1Amendments to Existing Credit Agreement. The Existing Credit Agreement is hereby amended to delete the red stricken text (indicated textually in the same manner as the following example:stricken text), add the blue double-underlined text (indicated textually in the same manner as the following example:double-underlined text) and move the green stricken text (indicated textually in the same manner as the following example:stricken text) to where the green underlined text is located (indicated textually in the same manner as the following example:underlined text), as set forth in the conformed copy of the Credit Agreement attached as Annex A hereto.

1.2Amendments to Schedule II to Existing Credit Agreement. Schedule II to the Existing Credit Agreement is hereby amended and restated as set forth on Annex B hereto. No other Schedules or Exhibits to the Existing Credit Agreement shall be modified or otherwise affected.

ARTICLE II

CONDITIONS TO EFFECTIVENESS

2.1Closing Conditions. This Amendment shall become effective as of the day and year set forth above (the “Amendment Effective Date”) upon satisfaction (or waiver) of the following conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent):

(a)The Administrative Agent shall have received a copy of this Amendment duly executed by the Borrower, the Lenders and the Administrative Agent.

(b)The Administrative Agent shall have received promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d) of the Credit Agreement, duly executed by the Borrower.

(c)The Administrative Agent shall have received a certificate from the Secretary of State of Iowa (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.

(d)The Administrative Agent shall have received certified copies of the resolutions of the board of directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and Governmental Approvals required for the execution, delivery and performance by the Borrower of this Amendment.

(e)The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Amendment, and

(B) that attached thereto are true and correct copies of the bylaws of the Borrower as in effect on such date.

(f)The Administrative Agent shall have received a favorable opinion of in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.

(g)The Administrative Agent shall have received a favorable opinion of New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.

(h)On such date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated such date, stating that:

(i)the representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and

(ii)no event has occurred and is continuing that constitutes a Default.

2

(i)The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, the Joint Lead Arrangers and the Lenders payable on the date hereof (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable).

(j)The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders reasonably in advance of the date hereof.

(k)The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuing Bank shall have reasonably requested through the Administrative Agent reasonably in advance of the date hereof.

ARTICLE III

MISCELLANEOUS

3.1.Amended Terms. On and after the Amendment Effective Date, all references to the “Credit Agreement” in each of the Loan Documents shall hereafter mean the Credit Agreement.

3.2.Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:

(a)The execution, delivery and performance by the Borrower of this Amendment, and the consummation of the transactions contemplated hereby, are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate action. This Amendment has been duly executed and delivered by the Borrower.

(b)No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of this Amendment.

(c)The execution, delivery and performance by the Borrower of this Amendment will not (i) violate (A) the articles of incorporation or bylaws (or comparable documents) of the Borrower or any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound or (iii) result in the creation or imposition of any Lien on the property of the Borrower or any of its Material Subsidiaries other than Permitted Liens and Liens required under the Credit Agreement, except to the extent such conflict, breach or default referred to in the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

3

(d)The representations and warranties, as to the Borrower, set forth in Section 4.01 of the Credit Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are specifically qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date).

(e)After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default.

3.3.Loan Document. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement.

3.4.Expenses. Without duplication to the costs and expenses set forth in Section 2.1(h) hereof, the Borrower agree to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Administrative Agent’s legal counsel.

3.5.Further Assurances. The Borrower agrees to promptly take such action, upon the reasonable request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.

3.6.Entirety. This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

3.7.Counterparts; Electronic Execution. This Amendment may be executed in any number of counterparts and by different 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. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic transmission (including by e-mail with a PDF attachment of an executed counterpart) shall be effective as delivery of an original executed counterpart of this Amendment.

3.8.No Actions, Claims, Etc. As of the date hereof, the Borrower hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.

3.9.GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

3.10.Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

4

3.11.Jurisdiction, Etc.; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Section 8.12 and 8.13 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

5

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written.

BERKSHIRE HATHAWAY ENERGY COMPANY, as the Borrower
By:	/s/ Todd Anliker
	Name:    Todd Anliker
	Title:     Vice President and Treasurer

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

MUFG BANK, LTD., as Administrative Agent
By:	/s/ Lawrence Blat
	Name:    Lawrence Blat
	Title:     Authorized Signatory

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

LENDERS: JPMORGAN CHASE BANK, N.A., as Lender
By:	/s/ Nancy R. Barwig
	Name:    Nancy R. Barwig
	Title:     Executive Director

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

MUFG BANK, LTD., as Lender and LC Issuing Bank
By:	/s/ Ricky Vargas
	Name:    Ricky Vargas
	Title:     Vice President

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender and LC Issuing Bank
By:	/s/ Gregory R. Gredvig
	Name:    Gregory R. Gredvig
	Title:     Director

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

MIZUHO BANK, LTD., as Lender
By:	/s/ Edward Sacks
	Name:    Edward Sacks
	Title:     Authorized Signatory

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

CITIBANK, N.A., as Lender and LC Issuing Bank
By:	/s/ Daniel Boselli
	Name:    Daniel Boselli
	Title:     Vice President

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

U.S. BANK NATIONAL ASSOCIATION, as Lender
By:	/s/ John M. Eyerman
	Name:    John M. Eyerman
	Title:     Senior Vice President

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

BARCLAYS BANK PLC, as Lender
By:	/s/ Sydney G. Dennis
	Name:    Sydney G. Dennis
	Title:     Director

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

SUMITOMO MITSUI BANKING CORPORATION, as Lender
By:	/s/ Suela Von Bargen
	Name:    Suela Von Bargen
	Title:     Director

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

BANK OF AMERICA, N.A., as Lender
By:	/s/ Dee Dee Farkas
	Name:    Dee Dee Farkas
	Title:     Managing Director

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

ROYAL BANK OF CANADA, as Lender
By:	/s/ Martina Wellik
	Name:    Martina Wellik
	Title:     Authorized Signatory

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

THE BANK OF NOVA SCOTIA, as Lender
By:	/s/ David Dewar
	Name:    David Dewar
	Title:     Director

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

BANK OF MONTREAL, as Lender
By:	/s/ Michael Cummings
	Name:    Michael Cummings
	Title:     Managing Director

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

PNC BANK, NATIONAL ASSOCIATION, as Lender
By:	/s/ Rachel Kozemchak
	Name:    Rachel Kozemchak
	Title:     Assistant Vice President

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

TD BANK, N.A., as Lender
By:	/s/ Bernadette Collins
	Name:    Bernadette Collings
	Title:     Senior Vice President

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

COBANK, ACB, as Lender
By:	/s/ Jared A Greene
	Name:    Jared A Greene
	Title:     Assistant Corporate Secretary

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

TRUIST BANK, as Lender
By:	/s/ Catherine Strickland
	Name:    Catherine Strickland
	Title:     Vice President

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as Lender
By:	/s/ Amit Vasani
	Name:    Amit Vasani
	Title:     Managing Director

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

KEYBANK NATIONAL ASSOCIATION, as Lender
By:	/s/ Johnathan Bouvet
	Name:    Jonathan Bouvet
	Title:     Senior Vice President

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

NATIONAL AUSTRALIA BANK LIMITED, as Lender
By:	/s/ Daniel Denehan
	Name:    Daniel Denehan
	Title:     Associate Director

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

THE BANK OF NEW YORK MELLON, as Lender
By:	/s/ Molly H. Ross
	Name:    Molly H. Ross
	Title:     Vice President

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

THE NORTHERN TRUST COMPANY, as Lender
By:	/s/ Lisa DeCristofaro
	Name:    Lisa DeCristofaro
	Title:     SVP

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

BANKERS TRUST COMPANY, as Lender
By:	/s/ Chris Kroeger
	Name:    Chris Kroeger
	Title:     Vice President

Signature Page to First Amendment to Berkshire Hathaway Energy Company Credit Agreement

ANNEX A

Credit Agreement

See attached.

Execution VersionConformed through First Amendment dated June 30, 2023

________________________________________________________________________________________________

U.S. $3,500,000,000

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of June 30, 2022 Among

BERKSHIRE HATHAWAY ENERGY COMPANY

as the Borrower

THE INITIAL LENDERS NAMED HEREIN

as Initial Lenders

MUFG BANK, LTD.

as Administrative Agent and

THE LC ISSUING BANKS PARTY HERETO FROM TIME TO TIME

as LC Issuing Banks

________________________________________________________________________________________________

MUFG UNION BANK, N.ALTD.

J.P. MORGAN CHASE BANK, N.A. WELLS FARGO SECURITIES, LLC

MIZUHO BANK, LTD.

CITIBANK, N.A.BARCLAYS BANK PLC

U.S. BANK NATIONAL ASSOCIATION

BOFA SECURITIES, INC.

CITIBANK, N.A.

PNC CAPITAL MARKETS LLCSUMITOMO MITSUI BANKING CORPORATIONU.S. BANK NATIONAL ASSOCIATION

Joint Lead Arrangers and Joint Bookrunners

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JPMORGAN CHASE BANK, N.A.

WELLS FARGO BANK, NATIONAL ASSOCIATION

MIZUHO BANK, LTD.

CITIBANK, N.A.

BARCLAYS BANK PLC

U.S. BANK NATIONAL ASSOCIATION

SUMITOMO MITSUI BANKING CORPORATION

ROYAL BANK OF CANADA

THE BANK OF NOVA SCOTIA

Syndication Agents

BANK OF MONTREAL

TD BANK, N.A.

PNC BANK, NATIONAL ASSOCIATION

BANK OF AMERICA, N.A.

Documentation Agents

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS		1
	SECTION 1.01. Certain Defined Terms.	1
	SECTION 1.02. Computation of Time Periods.	28
	SECTION 1.03. Accounting Terms.	28
	SECTION 1.04. Classification of Loans and Borrowings.	28
	SECTION 1.05. Other Interpretive Provisions.	28
	SECTION 1.06. Interest Rates; Benchmark Notification.	29
ARTICLE II AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT		29
	SECTION 2.01. The Revolving Loans.	29
	SECTION 2.02. Making the Revolving Loans.	30
	SECTION 2.03. [Reserved]	31
	SECTION 2.04. Letters of Credit.	31
	SECTION 2.05. Fees.	36
	SECTION 2.06. Extension of the Termination Date.	37
	SECTION 2.07. Increase of the Commitments.	38
	SECTION 2.08. Termination or Reduction of the Commitments.	39
	SECTION 2.09. Repayment of Loans.	40
	SECTION 2.10. Evidence of Indebtedness.	40
	SECTION 2.11. Interest on Loans.	41
	SECTION 2.12. Interest Rate Determination.	41
	SECTION 2.13. Conversion of Revolving Loans.	44
	SECTION 2.14. Optional Prepayments of Loans.	45
	SECTION 2.15. Increased Costs.	45
	SECTION 2.16. Illegality.	47
	SECTION 2.17. Payments and Computations.	47
	SECTION 2.18. Taxes.	48
	SECTION 2.19. Sharing of Payments, Etc.	52
	SECTION 2.20. Mitigation Obligations; Replacement of Lenders.	53
	SECTION 2.21. Defaulting Lenders.	54
	SECTION 2.22. Cash Collateral.	56
ARTICLE III CONDITIONS PRECEDENT		57
	SECTION 3.01. Conditions Precedent to Effectiveness.	57
	SECTION 3.02. Conditions Precedent to each Extension of Credit.	59
ARTICLE IV REPRESENTATIONS AND WARRANTIES		59
	SECTION 4.01. Representations and Warranties of the Borrower.	59

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ARTICLE V COVENANTS OF THE BORROWER		62
	SECTION 5.01. Affirmative Covenants.	62
	SECTION 5.02. Negative Covenants.	65
	SECTION 5.03. Financial Covenant.	68
ARTICLE VI EVENTS OF DEFAULT		68
	SECTION 6.01. Events of Default.	68
	SECTION 6.02. Actions in Respect of the Letters of Credit upon Default.	70
ARTICLE VII THE ADMINISTRATIVE AGENT		70
	SECTION 7.01. Appointment and Authority.	70
	SECTION 7.02. Rights as a Lender.	71
	SECTION 7.03. Exculpatory Provisions.	71
	SECTION 7.04. Reliance by Administrative Agent.	72
	SECTION 7.05. Resignation of Administrative Agent.	72
	SECTION 7.06. Non-Reliance on Administrative Agent and Other Lenders.	73
	SECTION 7.07. Indemnification.	74
	SECTION 7.08. No Other Duties, etc.	74
	SECTION 7.09. Erroneous Payments.	74
ARTICLE VIII MISCELLANEOUS		77
	SECTION 8.01. Amendments, Etc.	77
	SECTION 8.02. Notices, Etc.	78
	SECTION 8.03. No Waiver; Remedies.	80
	SECTION 8.04. Costs and Expenses; Indemnification.	80
	SECTION 8.05. Right of Set-off.	82
	SECTION 8.06. Binding Effect.	83
	SECTION 8.07. Assignments and Participations.	83
	SECTION 8.08. Confidentiality.	87
	SECTION 8.09. Governing Law.	88
	SECTION 8.10. Severability.	88
	SECTION 8.11. Execution in Counterparts.	88
	SECTION 8.12. Jurisdiction, Etc.	88
	SECTION 8.13. Waiver of Jury Trial.	89
	SECTION 8.14. USA Patriot Act.	89
	SECTION 8.15. No Fiduciary Duty.	90
	SECTION 8.16. Acknowledgement and Consent to Bail-In of Affected Financial Institutions.	90
	SECTION 8.17. No Novation; Reaffirmation.	91
	SECTION 8.18. Certain ERISA Matters.	91

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EXHIBITS AND SCHEDULES
EXHIBIT A	Form of Notice of Borrowing
EXHIBIT B	Form of Request for Issuance
EXHIBIT C	Form of Assignment and Assumption
EXHIBIT F-1	Form of U.S. Tax Compliance Certificate (For Foreign Lenders
	That Are Not Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT F-2	Form of U.S. Tax Compliance Certificate (For Foreign Participants
	That Are Not Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT F-3	Form of U.S. Tax Compliance Certificate (For Foreign Participants
	That Are Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT F-4	Form of U.S. Tax Compliance Certificate (For Foreign Lenders
	That Are Partnerships For U.S. Federal Income Tax Purposes)
SCHEDULE I	List of Commitment Amounts and Lending Offices
SCHEDULE II	List of Fronting Commitments
SCHEDULE III	List of Material Subsidiaries
SCHEDULE IV	List of Certain Preferred Securities and Junior Subordinated
	Debentures
SCHEDULE V	Existing Letters of Credit

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THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 30, 2022 (as further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among BERKSHIRE HATHAWAY ENERGY COMPANY, an Iowa corporation (the “Borrower”), the banks, financial institutions and other institutional lenders listed on the signatures pages hereof (the “Initial Lenders”), MUFG Bank, Ltd. (“MUFG”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as hereinafter defined), and the LC Issuing Banks (as hereinafter defined) party hereto from time to time.

BACKGROUND

This Agreement amends and restates in its entirety the Second Amended and Restated Credit Agreement dated as of June 30, 2021, by and among the Borrower, MUFG Bank, Ltd., as administrative agent and the lenders party thereto from time to time (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”).

In consideration of the premises and of the mutual agreements herein contained and intending to be legally bound hereby, the parties hereto agree that the above-referenced existing credit agreement be and it hereby is amended and restated to read in full as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms.

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Adjusted Daily Simple SOFR” means an interest rate per annum equal to (a) the Daily Simple SOFR, plus (b) 0.10%; provided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted Term SOFR” means, for any Interest Period, an interest rate per annum equal to (a) Term SOFR for such Interest Period, plus (b) 0.10%; provided that if Adjusted Term SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Administrative Agent” has the meaning specified in the first paragraph of this Agreement.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

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“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, the term “control” (including the terms “controlled by” and “under common control with”) of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.

“Agent Fee Letter” means the letter agreement, dated May 3, 2021 among the Borrower and the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Agent Parties” has the meaning specified in Section 8.02(d)(ii).

“Agent’s Account” means the account of the Administrative Agent designated from time to time in a written notice to the Lenders and the Borrower as the account to which the Lenders are to fund Borrowings and the Borrower is to make payments under this Agreement.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any Subsidiary of the Borrower or their respective activities from time to time concerning or relating to bribery or corruption, including, without limitation, (i) the United States Foreign Corrupt Practices Act of 1977, as amended from time to time, and the applicable regulations thereunder, and (ii) to the extent applicable, the United Kingdom’s Bribery Act 2010, as amended from time to time.

“Applicable Law” means (i) all applicable common law and principles of equity and (ii) all applicable provisions of all (A) constitutions, statutes, rules, regulations and orders of all Governmental Authorities, (B) Governmental Approvals and (C) orders, decisions, judgments and decrees of all courts (whether at law or in equity or admiralty) and arbitrators.

“Applicable Margin” means, with respect to any Base Rate Loan and any SOFR Rate Revolving Loan, at all times during which any Applicable Rating Level set forth below is in effect, the rate per annum (except as provided below) for such Loan set forth below next to such Applicable Rating Level:

Applicable Rating Level	Applicable Margin for SOFR Rate Revolving Loans	Applicable Margin for Base Rate Loans
1	0.750%	0.000%
2	0.875%	0.000%
3	1.000%	0.000%
4	1.125%	0.125%
5	1.375%	0.375%

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provided, that the Applicable Margins set forth above shall be increased, for each Applicable Rating Level, upon the occurrence and during the continuance of any Event of Default by 2.00% per annum. Any change in the Applicable Margin resulting from a change in the Applicable Rating Level shall become effective upon the date that is three(3) Business Days following thedate of announcement of any change in the Moody’s Rating or the S&P Rating that results in such change in the Applicable Rating Level.

“Applicable Rating Level” at any time shall be determined in accordance with the then-applicable S&P Rating or the then-applicable Moody’s Rating as follows:

S&P Rating/Moody’s Rating	Applicable Rating Level
S&P Rating A+ or higher or Moody’s Rating A1 or higher	1
S&P Rating A or Moody’s Rating A2	2
S&P Rating A- or Moody’s Rating A3	3
S&P Rating BBB+ or Moody’s Rating Baa1	4
S&P Rating BBB or below or Moody’s Rating Baa2 or below or unrated	5

The Applicable Rating Level for any day shall be determined based upon the higher of the S&P Rating and the Moody’s Rating in effect on such day. If the S&P Rating and the Moody’s Rating are not the same (i.e., a “split rating”), the higher (better) of such ratings shall control, unless the ratings differ by more than one level, in which case the rating one level below the higher of the two ratings shall control.

“Approved Fund” means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 8.07), and accepted by the Administrative Agent, in substantially the form of Exhibit C or any other form approved by the Administrative Agent.

“Available Commitments” means, on any day, the aggregate unused Commitments, computed after giving effect to all Extensions of Credit made or to be made on such day, the application of proceeds therefrom and all prepayments and repayments of Revolving Loans made on such day.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not

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including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 2.12.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets (including the Federal Deposit Insurance Corporation or any other Governmental Authority acting in a similar capacity) appointed for it, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or a direct or indirect parent company of such Person by a Governmental Authority if and for so long as such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of:

(i)the rate of interest announced by the Administrative Agent from time to time as the Administrative Agent’s reference rate;

(ii)1/2 of 1% per annum above the NYFRB Rate in effect on such date; and

(iii)Adjusted Term SOFR for a one-month Interest Period as published two

U.S. Government Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding Business Day), plus 1%

; provided, that in no event shall the Base Rate be less than 0%.

“Base Rate Loan” means a Loan that bears interest as provided in Section 2.11(a).

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“Benchmark” means, initially, with respect to any Term Benchmark Loan, Adjusted Term SOFR; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to Adjusted Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.12.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(1)Adjusted Daily Simple SOFR;

(2)the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time in the United States and (b) the related Benchmark Replacement Adjustment;

If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of

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lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means, with respect to any Benchmark, the earlier to occur of the following events with respect to such then-current Benchmark:

(1)in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2)in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

(1)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor

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administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Internal Revenue Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets of any such “employee benefit plan” or “plan”.

“Berkshire Hathaway” means Berkshire Hathaway Inc.

“BHE Shareholders” means the holders of the common stock of the Borrower.

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“Borrower” has the meaning specified in the first paragraph of this Agreement. “Borrowing” means a borrowing by the Borrower consisting of simultaneous

Revolving Loans of the same Type, having the same Interest Period and ratably made or

Converted on the same day by each of the Lenders pursuant to Section 2.02 or 2.13, as the case may be. All Revolving Loans to the Borrower of the same Type, having the same Interest Period and made or Converted on the same day shall be deemed a single Borrowing hereunder until repaid or next Converted.

“Borrowing Date” means the date of any Borrowing.

“Business Day” means a day of the year on which banks are not required or authorized by law to close in New York City or Los Angeles; provided, that when used in connection with any Adjusted Term SOFR Loan, the term “Business Day” shall also exclude any day that is not also a U.S. Government Business Securities Day.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the LC Issuing Banks and the Lenders, as collateral for LC Outstandings and obligations of Lenders to fund participations in respect of LC Outstandings, cash or deposit account balances or, if the Administrative Agent and each applicable LC Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and each applicable LC Issuing Bank. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (i) the adoption of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary,

(x)the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives (whether or not having the force of law) thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives (whether or not having the force of law) promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Change of Control” has the meaning specified in Section 6.01(h).

“Closing Date” means June 30, 2022.

“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

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“Commitment” means, for each Lender, the obligation of such Lender to make Revolving Loans to the Borrower hereunder in an aggregate amount no greater than the amount set forth on Schedule I hereto or, if such Lender has entered into any Assignment and Assumption, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c), in each such case as such amount may be from time to time increased pursuant to Section 2.07 or reduced pursuant to Section 2.08.

“Commitment Fee Rate” means, at any time, the rate per annum set forth below next to the Applicable Rating Level in effect at such time:

Applicable Rating Level	Commitment Fee Rate
1	0.060%
2	0.075%
3	0.100%
4	0.150%
5	0.200%

A change in the Commitment Fee Rate resulting from a change in the Applicable Rating Level shall become effective upon the date that is three (3) Business Days following thedateof public announcement of a change in the Moody’s Rating or the S&P Rating that results in a change in the Applicable Rating Level.

“Commitment Percentage” means, as to any Lender as of any date of determination, the percentage describing such Lender’s pro rata share of the Commitments set forth initially on Schedule I hereto or in the Register from time to time; provided that in the case of Section 2.21 when a Defaulting Lender shall exist, “Commitment Percentage” means the percentage of the total Commitments (disregarding any Defaulting Lender’s Commitment) represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Commitment Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.

“Commitments” means the aggregate of each Lender’s Commitment hereunder.

“Communications” has the meaning specified in Section 8.02(d)(ii).

“Confidential Information” means information that the Borrower furnishes to the

Administrative Agent, the Joint Lead Arrangers or any Lender in a writing designated as confidential, but does not include any such information that is or becomes generally available to the public or that is or becomes available to the Administrative Agent, the Joint Lead Arrangers or such Lender from a source other than the Borrower that has no obligation to maintain the confidentiality of such information.

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“Consolidated Assets” means, on any date of determination, the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries most recently delivered to the Lenders pursuant to Section 5.01(h) as of such date of determination.

“Consolidated Capital” means the sum (without duplication) of (i) Consolidated Debt of the Borrower (without giving effect to the proviso in clause (i) of the definition of Consolidated Debt), (ii) consolidated equity of all classes (whether common, preferred, mandatorily convertible preferred or preference) of the Borrower and (iii) the total face or principal amount of the Preferred Securities.

“Consolidated Debt” of the Borrower means (i) the total principal amount of all Debt of the Borrower and its Consolidated Subsidiaries; provided that Guaranties of Debt and obligations in respect of the Preferred Securities (to the extent constituting Debt) shall not be included in such total principal amount, plus (ii) the total face or principal amount of the Subsidiary Preferred Securities.

“Consolidated Subsidiary” means, with respect to any Person at any time, any Subsidiary or other Person the accounts of which would be consolidated with those of such first Person in its consolidated financial statements in accordance with GAAP.

“Convert,” “Conversion” and “Converted” each refers to a conversion of Revolving Loans of one Type into Revolving Loans of the other Type, or the selection of a new, or the renewal of the same, Interest Period for SOFR Rate Revolving Loans, pursuant to Section 2.12 or 2.13.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Credit Party” means the Administrative Agent, any LC Issuing Bank or any Lender.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Day prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

“Debt” of any Person means, at any date, without duplication, (i) all indebtedness of such Person for borrowed money, (ii) all obligations of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary

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course of such Person’s business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (iv) all obligations of such Person as lessee under leases that have been, in accordance with GAAP, recorded as capital leases, (v) all obligations of such Person in respect of reimbursement agreements with respect to acceptances, letters of credit (other than trade letters of credit) or similar extensions of credit, and (vi) all Guaranties. Solely for the purpose of calculating compliance with the covenant in Section 5.03, Debt shall not include Debt of the Borrower or its Consolidated Subsidiaries arising from the qualification of an arrangement as a lease due to that arrangement conveying the right to use or to control the use of property, plant or equipment under the application of the Financial Accounting Standards Board’s Accounting Standards Codification Topic 840 – Leases paragraph 840-10-15-6 (or the Accounting Standards Codification Topic 842 – Leases paragraphs 842-10-15-3 through 5), nor shall Debt include Debt of any variable interest entity consolidated by PacifiCorp under the requirements of Topic 810 – Consolidation.

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“Declining Lender” has the meaning specified in Section 2.06(b).

“Default” means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

“Defaulting Lender” means, subject to Section 2.21(b), any Lender that (i) has failed, within two Business Days after the date required to be funded or paid, to (A) fund all or any portion of its Loans, (B) fund any portion of its participations in Letters of Credit or (C) pay over to any Credit Party any other amount required to be paid by it under this Agreement, unless, in the case of clause (A) above, such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in writing) has not been satisfied, as notified by such Lender to the Administrative Agent and the Borrower in such writing, (ii) has notified the Borrower or any Credit Party in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and such position is based on such Lender’s good faith determination that a condition precedent (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) to funding a Loan under this Agreement cannot be satisfied), (iii) has failed, within three Business Days after written request by the Administrative Agent, any LC Issuing Bank or the Borrower, acting in good faith, to confirm in writing to such requesting party that it will comply with its obligations to fund prospective Loans and participations in then outstanding Letters of Credit under this Agreement, provided that such Lender shall cease to be a Defaulting

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Lender pursuant to clause (iii) upon such requesting party’s receipt of such written confirmation in form and substance reasonably satisfactory to it and the Administrative Agent, or (iv) has become the subject of a (A) Bankruptcy Event or (B) Bail-In Action. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (i) through (iv) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.21(b)) upon delivery of written notice of such determination to the Borrower, each LC Issuing Bank and each Lender.

“Designated Lender” has the meaning specified in Section 2.07(a).

“Dollars” and the symbol “$” mean lawful currency of the United States of America.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 8.07(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 8.07(b)(iii)).

“Environmental Law” means any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health, safety or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means, with respect to any Person, each trade or business (whether or not incorporated) that is considered to be a single employer with such entity within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.

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“ERISA Event” means (i) any “reportable event,” as defined in Section 4043 of ERISA with respect to a Pension Plan (other than an event as to which the PBGC has waived the requirement of Section 4043(a) of ERISA that it be notified of such event); (ii) the failure to make a required contribution to any Pension Plan that would result in the imposition of a lien or other encumbrance or the provision of security under Section 430 of the Internal Revenue Code or Section 303 or 4068 of ERISA, or there being or arising any “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Internal Revenue Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, or the filing of any request for or receipt of a minimum funding waiver under Section 412 of the Internal Revenue Code with respect to any Pension Plan or Multiemployer Plan, or a determination that any Pension Plan is, or is reasonably expected to be, in at-risk status under Title IV of ERISA; (iii) the filing of a notice of intent to terminate any Pension Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of ERISA of a notice of intent to terminate any Pension Plan, or the termination of any Pension Plan under Section 4041(c) of ERISA; (iv) the institution of proceedings, or the occurrence of an event or condition that would reasonably be expected to constitute grounds for the institution of proceedings by the PBGC, under Section 4042 of ERISA, for the termination of, or the appointment of a trustee to administer, any Pension Plan; (v) the complete or partial withdrawal of the Borrower or any of its ERISA Affiliates from a Multiemployer Plan, the reorganization or insolvency under Title IV of ERISA of any Multiemployer Plan, or the receipt by the Borrower or any of its ERISA Affiliates of any notice that a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA; (vi) the failure by the Borrower or any of its ERISA Affiliates to comply with ERISA or the related provisions of the Internal Revenue Code with respect to any Pension Plan; (vii) the Borrower or any of its ERISA Affiliates incurring any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); or (viii) the failure by the Borrower or any of its Subsidiaries to comply with Applicable Law with respect to any Foreign Plan.

“Erroneous Payment” has the meaning assigned to it in Section 7.09(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in

Section 7.09(d).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 7.09(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 7.09(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 7.09(d).

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“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Events of Default” has the meaning specified in Section 6.01.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (A) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (B) that are Other Connection Taxes, (ii) in the case of a Lender,

U.S.withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (A) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.20(b)) or (B) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 2.18, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (iii) Taxes attributable to such Recipient’s failure to comply with Section 2.18(g) and (iv) any Taxes imposed under FATCA.

“Existing Credit Agreement” has the meaning specified in the second paragraph of this Agreement.

“Existing Letter of Credit” shall mean each of the letters of credit described by applicant, date of issuance, letter of credit number, amount, beneficiary and the date of expiry on Schedule V hereto.

“Extension Effective Date” has the meaning specified in Section 2.06(c).

“Extension of Credit” means the making of a Borrowing, the issuance of a Letter

of Credit or the amendment of any Letter of Credit having the effect of extending the stated termination date thereof or increasing the maximum amount available to be drawn thereunder. For purposes of this Agreement, a Conversion shall not constitute an Extension of Credit.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Internal Revenue Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement.

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“FCA” has the meaning assigned to such term in Section 1.06.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the Federal funds effective rate.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Fee Letters” means (i) the letter agreements, each dated as of June 2, 2022, among the Borrower and certain of the Joint Lead Arrangers, (ii) the letter agreements,each dated as of May 4, 2023, among the Borrower and certain of the Joint LeadArrangers, and (iiiii) the Agent Fee Letter, in each case, as amended, restated, supplemented or otherwise modified from time to time.

“First Amendment Declining Lenders” means National Cooperative ServicesCorporation.

“First Amendment Effective Date” means June 30, 2023.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to any Benchmark. For the avoidance of doubt the initial Floor for Adjusted Term SOFR shall be 0.00%.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Foreign Plan” means any pension, profit-sharing, deferred compensation, or other employee benefit plan, program or arrangement (other than a Pension Plan or a Multiemployer Plan) maintained by any Subsidiary of the Borrower that, under applicable local foreign law, is required to be funded through a trust or other funding vehicle.

“Fronting Commitment” means, with respect to any LC Issuing Bank, the aggregate stated amount of all Letters of Credit that such LC Issuing Bank agrees to issue (subject to the LC Commitment Amount), as modified from time to time pursuant to an agreement signed by such LC Issuing Bank and the Borrower. With respect to each Lender that is an LC Issuing Bank on the date hereof, such LC Issuing Bank’s Fronting Commitment is listed on Schedule II, and with respect to any Lender that becomes an LC Issuing Bank after the date hereof, such Lender’s Fronting Commitment will be the amount agreed between the Borrower and such Lender at the time that such Lender becomes an LC Issuing Bank, in each case, as such Fronting Commitment may be modified in accordance with the terms of this Agreement.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to any LC Issuing Bank, such Defaulting Lender’s Commitment Percentage of

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the LC Outstandings with respect to Letters of Credit issued by such LC Issuing Bank other than LC Outstandings as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” has the meaning specified in Section 1.03.

“Governmental Approval” means any authorization, consent, approval, license or exemption of, registration or filing with, or report or notice to, any Governmental Authority.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guaranty” of any Person means (i) any obligation, contingent or otherwise, of such Person to pay any Debt of any other Person and (ii) all reasonably quantifiable obligations of such Person under indemnities or under support or capital contribution agreements, and other reasonably quantifiable obligations (contingent or otherwise) to purchase or otherwise to assure a creditor against loss in respect of, or to assure an obligee against loss in respect of, any Debt of any other Person guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (A) to pay or purchase such Debt or to advance or supply funds for the payment or purchase of such Debt, (B) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such Debt against loss, (C) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered) or (D) otherwise to assure a creditor against loss; provided that the term “Guaranty” shall not include endorsements for collection or deposit in the ordinary course of business or the grant of a Lien in connection with Project Finance Debt.

“Hazardous Materials” means (i) petroleum and petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (ii) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.

“Indemnified Party” has the meaning specified in Section 8.04(b).

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“Indemnified Taxes” means (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (ii) to the extent not otherwise described in clause (i), Other Taxes.

“Initial Lenders” has the meaning specified in the first paragraph of this Agreement.

“Interest Period” means, for each SOFR Rate Revolving Loan comprising part of the same Borrowing, the period commencing on the date of such SOFR Rate Revolving Loan or the date of the Conversion of any Base Rate Revolving Loan into such SOFR Rate Revolving Loan and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, with respect to SOFR Rate Revolving Loans, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, three or six months or such other period acceptable to all the Lenders, as the Borrower may, upon notice received by the Administrative Agent not later than 12:00 noon (New York City Time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

(i)the Borrower may not select any Interest Period that (A) ends after the latest Termination Date in effect at such time or (B) has been removed pursuant to Section 2.12(e);

(ii)Interest Periods commencing on the same date for SOFR Rate Revolving Loans comprising part of the same Borrowing shall be of the same duration;

(iii)whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

(iv)whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“Investment” in any Person means (i) any direct or indirect loan, advance or other extension of credit made to such Person (excluding commission, travel and similar

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advances to officers and employees made in the ordinary course of business), (ii) any capital contribution to such Person, (iii) any purchase of an ownership interest in such Person, (iv) any purchase of all or substantially all of the assets of such Person or (v) any purchase of assets constituting a business unit of such Person. For purposes of this definition, the Dollar value of any Investment made by any Person shall be the amount of capital invested by such Person in such Investment.

“IRS” means the U.S. Internal Revenue Service.

“Joint Lead Arrangers” means MUFG Union Bank BANK, N.ALTD., JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, Mizuho Bank, Ltd., Citibank, N.A., Barclays Bank PLC, U.S. Bank National Association, BofA Securities, Inc., PNC Capital Markets LLC, and Sumitomo Mitsui Banking Corporation.

“LC Collateral Account” has the meaning specified in Section 6.02.

“LC Commitment Amount” means $500,000,000 as the same may be reduced permanently from time to time pursuant to Section 2.08.

“LC Fee” has the meaning specified in Section 2.05(c).

“LC Fronting Fee” has the meaning specified in Section 2.05(d).

“LC Issuing Bank” means each Lender identified as an “LC Issuing Bank” on Schedule II and any other Lender or Affiliate of a Lender that shall agree to issue a Letter of Credit pursuant to Section 2.04.

“LC Outstandings” means, on any date of determination, the sum of (i) the undrawn stated amounts of all Letters of Credit that are outstanding on such date plus (ii) the aggregate principal amount of all unpaid reimbursement obligations of the Borrower on such date with respect to payments made by any LC Issuing Bank under any Letter of Credit (excluding reimbursement obligations that have been repaid with the proceeds of any Borrowing). The LC Outstandings with respect to any Lender at any time shall be its Commitment Percentage of the total LC Outstandings at such time.

“LC Payment Notice” has the meaning specified in Section 2.04(e).

“Lenders” means the Initial Lenders and each Person that shall become party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Lending Office” opposite its name on Schedule I hereto or in the Assignment and Assumption pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify in writing to the Borrower and the Administrative Agent.

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“Letter of Credit” means (a) a standby letter of credit issued by an LC Issuing Bank pursuant to Section 2.04 and (b) any Existing Letter of Credit, in each case, for clauses (a) and (b) as such letter of credit may be amended, modified, extended, renewed or replaced from time to time in accordance with the terms of this Agreement.

“Lien” means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Fee Letters and (iii) any promissory note issued pursuant to Section 2.10(d).

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“Margin Regulations” means Regulations T, U and X of the Federal Reserve Board, as in effect from time to time.

“Margin Stock” has the meaning specified in the Margin Regulations.

“Material Adverse Effect” means a material adverse effect on (i) on the business, operations, properties, financial condition, assets or liabilities (including, without limitation, contingent liabilities) of the Borrower and its Subsidiaries, taken as a whole,

(ii)the ability of the Borrower to perform its obligations under the Loan Documents or

(iii)the ability of the Administrative Agent, any LC Issuing Bank or any Lender to enforce its rights under the Loan Documents.

“Material Subsidiaries” means MidAmerican Energy Company, PacifiCorp, BHE Pipeline Group, LLC and any other Subsidiary of the Borrower with respect to which (x) the Borrower’s percentage ownership interest in such Subsidiary multiplied by

(y)the book value of the Consolidated Assets of such Subsidiary represents at least 15% of the Consolidated Assets of the Borrower as reflected in the latest financial statements of the Borrower delivered pursuant to clause (i) or (ii) of Section 5.01(h).

“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 103% of the Fronting Exposure of all LC Issuing Banks with respect to Letters of Credit issued and outstanding at such time and (ii) otherwise, an amount determined by the Administrative Agent and the LC Issuing Banks in their sole discretion.

“Moody’s” means Moody’s Investors Service, Inc.

“Moody’s Rating” means, on any date of determination, the rating most recently announced by Moody’s with respect to any senior unsecured, non-credit enhanced Debt of the Borrower or, if such rating is not available, the corporate credit rating of the Borrower most recently announced by Moody’s.

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“MUFG” has the meaning specified in the first paragraph of this Agreement. “Multiemployer Plan” means any “multiemployer plan” (as such term is defined

in Section 4001(a)(3) of ERISA), which is contributed to by (or to which there is or may

be an obligation to contribute of) the Borrower or any of its ERISA Affiliates or with respect to which the Borrower or any of its ERISA Affiliates has, or could reasonably be expected to have, any liability.

“New York City Time” means the time in New York, New York.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all affected Lenders in accordance with the terms of Section 8.01 and (ii) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at the time of determination, a Lender that is not a Defaulting Lender.

“non-performing Lender” has the meaning specified in Section 2.04(f).

“Notice of Borrowing” has the meaning specified in Section 2.02(a).

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a Federal funds transaction quoted at 11:00 A.M. (New York City Time) on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided,further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan

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Document, except any such Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.20).

“Outstanding Credits” means, on any date of determination, the sum of (i) the aggregate principal amount of all Loans outstanding on such date plus (ii) the LC Outstandings on such date. The Outstanding Credits with respect to any Lender at any time shall be its Commitment Percentage of the total Outstanding Credits at such time.

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight Federal funds and overnight eurodollar borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“Participant” has the meaning assigned to such term in Section 8.07(d).

“Participant Register” has the meaning specified in Section 8.07(d).

“Patriot Act” has the meaning specified in Section 8.14.

“Payment Recipient” has the meaning assigned to it in Section 7.09(a).

“PBGC” means the U.S. Pension Benefit Guaranty Corporation (or any successor).

“Pension Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) (other than a Multiemployer Plan), subject to the provisions of Title IV of ERISA or Section 412 of the Internal Revenue Code or Section 302 of ERISA, maintained or contributed to by the Borrower or any of its ERISA Affiliates or to which the Borrower or any of its ERISA Affiliates has or may have an obligation to contribute (or is deemed under Section 4069 of ERISA to have maintained or contributed to or to have had an obligation to contribute to, or otherwise to have liability with respect to) such plan.

“Permitted Liens” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (i) Liens for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 5.01(a) hereof; (ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens, and other similar Liens arising in the ordinary course of business; (iii) Liens incurred or deposits made to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (iv) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable, including zoning and landmarking restrictions; (v) any judgment Lien, unless an Event of Default under Section 6.01(e) shall have occurred and be continuing with respect thereto; (vi) any Lien on any asset of any Person existing at the time such Person is acquired by, or merged or consolidated with or into, the Borrower or

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any Subsidiary of the Borrower and not created in contemplation of such event; (vii) pledges and deposits made in the ordinary course of business to secure the performance of bids, trade contracts (other than for Debt), operating leases and surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (viii) Liens upon or in any real property or equipment acquired, constructed, improved or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition, construction or improvement of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property), (ix) Liens securing Project Finance Debt, (x) any Lien on the Borrower’s or any Material Subsidiary’s interest in Pollution Bonds or cash or cash equivalents securing (A) the obligation of the Borrower or any Material Subsidiary to reimburse the issuer of a Pollution LC for a drawing on such Pollution LC for the purpose of purchasing Pollution Bonds or (B) the obligation of the Borrower or any Material Subsidiary to reimburse or repay amounts advanced under any facility entered into to provide liquidity or credit support for any issue of Pollution Bonds; and (xi) extensions, renewals or replacements of any Lien described in clause (vi), (vii), (viii), (ix) or (x) for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties (other than after-acquired property already within the scope of the relevant Lien grant) not theretofore subject to the Lien being extended, renewed or replaced.

“Person” means any natural Person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Platform” has the meaning specified in Section 8.02(d)(i).

“Pollution Bonds” means bonds issued for the purpose of financing all or any part of the cost of facilities acquired or constructed for use by the Borrower or any Material Subsidiary; provided that, the interest on such bonds is exempt from tax under the Internal Revenue Code as in effect when the debt evidenced by such bonds is incurred.

“Pollution LC” means a letter of credit issued for the purpose of (i) supporting payments of principal of and interest on Pollution Bonds or (ii) providing funds to purchase Pollution Bonds from the holders thereof.

“Preferred Securities” means, collectively, (i) any series of preferred securities issued to the BHE Shareholders or any controlled Affiliates of Berkshire Hathaway and, without duplication, any junior subordinated debentures issued by the Borrower in connection with any such preferred securities to the trust issuing such preferred securities, in each case set forth on Schedule IV hereto, and (ii) any other series of preferred securities issued to BHE Shareholders or any controlled Affiliates of Berkshire Hathaway and other junior subordinated debentures or similar instruments issued by the Borrower in connection with any such preferred securities to the trust issuing such preferred securities, in each case of this clause (ii), with material terms and conditions

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substantially similar to, or not materially more burdensome on the Borrower than, the preferred securities and related junior subordinated debentures described in clause (i).

“Project Finance Debt” means Debt of any Subsidiary of the Borrower (i) that is not recourse to the Borrower other than with respect to Liens granted by the Borrower on direct or indirect equity interests in such Subsidiary to secure such Debt and limited Guaranties of, or equity commitments with respect to, such Debt by the Borrower, which Liens, limited Guaranties and equity commitments are of a type consistent with other limited recourse project financings, and other than customary contractual carve-outs to the non-recourse nature of such Debt consistent with other limited recourse project financings, and (B) incurred in connection with the acquisition, development, construction or improvement of any project, single purpose or other fixed assets of such Subsidiary, including Debt assumed in connection with the acquisition of such assets, or (ii) that represents an extension, renewal, replacement or refinancing of the foregoing, provided that, in the case of a replacement or refinancing, the principal amount of such new Debt shall not exceed the principal amount of the Debt being replaced or refinanced plus 10% of such principal amount.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Rating Decline” means the occurrence of the following on, or within 90 days after, the earlier of (i) the occurrence of a Change of Control and (ii) the earlier of (x) the date of public notice of the occurrence of a Change of Control and (y) the date of the public notice of the Borrower’s (or its direct or indirect parent company’s) intention to effect a Change of Control, which 90-day period will be extended so long as the S&P Rating or Moody’s Rating is under publicly announced consideration for possible downgrading by S&P or Moody’s, as applicable: the S&P Rating is reduced to any rating level below BBB+ or the Moody’s Rating is reduced to any rating level below Baa1 (or both the S&P Rating and the Moody’s Rating become unavailable).

“Recipient” means (i) the Administrative Agent, (ii) any Lender and (iii) any LC Issuing Bank, as applicable.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is Adjusted Term SOFR, 5:00 a.m. (Chicago time) on the day that is two Business Days preceding the date of such setting or (2) if such Benchmark is not Adjusted Term SOFR, the time determined by the Administrative Agent in its reasonable discretion.

“Register” has the meaning specified in Section 8.07(c).

“Reimbursement Amount” has the meaning specified in Section 2.04(d).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

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“Relevant Governmental Body” means, the Federal Reserve Board and/or the NYFRB, the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.

“Removal Effective Date” has the meaning specified in Section 7.05(b).

“Reportable Compliance Event” means that the Borrower or any of its

Subsidiaries becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Corruption Law or any predicate crime to any Anti-Corruption Law.

“Request for Issuance” means a request made pursuant to Section 2.04 in the form of Exhibit B.

“Required Lenders” means at any time Lenders owed in excess of 50% of the then aggregate unpaid principal amount of the Revolving Loans and participation obligations with respect to the LC Outstandings, or, if there are no Outstanding Credits, Lenders having in excess of 50% in interest of the Commitments (without giving effect to any termination in whole of the Commitments pursuant to Section 6.01). The Commitments, outstanding Loans and participation obligations with respect to the LC Outstandings for any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Resignation Effective Date” has the meaning specified in Section 7.05(a).

“Resolution Authority” means an EEA Resolution Authority or, with respect to

any UK Financial Institution, a UK Resolution Authority.

“Revolving Loan” means a Loan by a Lender to the Borrower pursuant to Section

2.02 as part of a Borrowing and refers to a Base Rate Revolving Loan or a SOFR Rate Revolving Loan.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of comprehensive Sanctions (atas ofthe time of thisAgreementFirst Amendment Effective Date, the so - called Donetsk People’s Republic, the so- called Luhansk People’s Republic, the Crimea Region of Ukraine, the KhersonRegion of Ukraine, the Zaporizhzhia Region of Ukraine, Russia, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State or the U.S. Department of the Treasury, or maintained by the United Nations Security Council, the European Union or HerHisMajesty’s Treasury of the United Kingdom, as may be amended, supplemented or substituted from time to time, (b) any Person organized or ordinarily resident or located in a Sanctioned Country or (c) any Person controlled by, or acting on behalf of, any such Person described in clause (a) or

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(b). For purposes of this definition, “control” of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC, the U.S. Department of State or the U.S. Department of Treasury, or (b) the United Nations Security Council, the European Union or HerHisMajesty’s Treasury of the United Kingdom.

“S&P” means S&P Global Ratings, a business unit of S&P Global, Inc.

“S&P Rating” means, on any date of determination, the rating most recently announced by S&P with respect to any senior unsecured, non-credit enhanced Debt of the Borrower or, if such rating is not available, the corporate credit rating of the Borrower most recently announced by S&P.

“SEC” means the U.S. Securities and Exchange Commission.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Determination Date” has the meaning specified in the definition of “Daily Simple SOFR”.

“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.

“SOFR Rate Revolving Loan” means a Revolving Loan that bears interest as provided in Section 2.11(b).

“Stated Expiry Date” means the stated expiration date of any Letter of Credit issued or deemed to be issued pursuant to this Agreement; provided, however, that no Stated Expiry Date may be requested or included in any such Letter of Credit where (i) such date would be later than the fifth Business Day preceding the Termination Date then applicable to the Lender that is the LC Issuing Bank for such Letter of Credit, (ii) such date would be later than one year after the date of issuance of such Letter of Credit (subject, for the avoidance of doubt, to the ability to provide for an automatic renewal mechanic in accordance with Section 2.04(a)), or (iii) after taking into account (A) the

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respective Termination Dates then in effect with respect to all Lenders on the date of issuance or any extension of such Letter of Credit, and (B) the respective Stated Expiry Dates then in effect with respect to all other Letters of Credit then outstanding, the maximum amount of the LC Outstandings under all Letters of Credit (including such Letter of Credit) then outstanding would exceed the total LC Commitment Amount scheduled to be in effect at any time during the period such Letter of Credit is scheduled to remain in effect, as determined by the Administrative Agent.

“Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (i) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (ii) the interest in the capital or profits of such limited liability company, partnership or joint venture or (iii) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

“Subsidiary Preferred Securities” means, collectively, the 7.00% and 6.00% Series of Serial Preferred Stock of PacifiCorp.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Benchmark” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to Adjusted Term SOFR.

“Term SOFR Determination Day” has the meaning assigned to it under the definition of Term SOFR Reference Rate.

“Term SOFR” means, with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.

“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement

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Date with respect to Term SOFR has not occurred, then the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than five (5) Business Days prior to such Term SOFR Determination Day.

“Termination Date” means the earlier to occur of (i) June 30, 20252026, or such later date that may be established for any Lender from time to time pursuant to Section 2.06 hereof; provided, that for purposes of this clause (i), the Termination Date for the First Amendment Declining Lenders shall be June 30, 2025, and (ii) the date of termination in whole of the Commitments available to the Borrower pursuant to Section 2.08 or 6.01.

“Type” refers to the distinction between Loans bearing interest at the Base Rate and Loans bearing interest at Adjusted Term SOFR.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.18(g)(ii).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU

11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Withholding Agent” means the Borrower and the Administrative Agent.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU

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Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02. Computation of Time Periods.

In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

SECTION 1.03. Accounting Terms.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles as in effect from time to time (“GAAP”). If any “Accounting Change” (as defined below) shall occur and such change results in a change in the calculation of financial covenants, standards or terms in this Agreement, and either the Borrower or the Required Lenders (through the Administrative Agent) shall request the same to the other parties hereto in writing, the Borrower and the Administrative Agent shall enter into negotiations to amend the affected provisions of this Agreement with the desired result that the criteria for evaluating the Borrower’s consolidated financial condition and results of operations shall be substantially the same after such Accounting Change as if such Accounting Change had not been made. Once such request has been made, until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred. “Accounting Change” means a change in accounting principles required by the promulgation of any final rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC (or successors thereto or agencies with similar functions).

SECTION 1.04. Classification of Loans and Borrowings.

For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “Adjusted Term SOFR Loan”). Borrowings also may be classified and referred to by Type (e.g., a “Adjusted Term SOFR Borrowing”).

SECTION 1.05. Other Interpretive Provisions.

As used herein, except as otherwise specified herein, (i) references to any Person include its successors and assigns and, in the case of any Governmental Authority, any Person succeeding to its functions and capacities; (ii) references to any Applicable Law include amendments, supplements and successors thereto; (iii) references to specific sections, articles, annexes, schedules and exhibits are to this Agreement; (iv) words importing any gender include

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the other gender; (v) the singular includes the plural and the plural includes the singular; (vi) the words “including”, “include” and “includes” shall be deemed to be followed by the words “without limitation”; (vii) captions and headings are for ease of reference only and shall not affect the construction hereof; and (viii) references to any time of day shall be to New York City Time unless otherwise specified.

SECTION 1.06. Interest Rates; Benchmark Notification.

The interest rate on a Loan denominated in dollars may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 2.12(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

ARTICLE II

AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT

SECTION 2.01. The Revolving Loans.

(a)Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans to the Borrower from time to time on any Business Day during the period from the date hereof until the Termination Date applicable to such Lender in an aggregate outstanding amount not to exceed at any time such Lender’s Available Commitment at such time. Within the limits of each Lender’s Commitment and as hereinabove and hereinafter provided, including without limitation Section 2.01(b), the Borrower may request a Borrowing hereunder, and repay or prepay Revolving Loans pursuant to Section 2.14 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereof.

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(b)In no event shall the Borrower be entitled to request or receive any Borrowing that (i) would exceed the Available Commitments or (ii) would cause the Outstanding Credits to exceed the Commitments.

SECTION 2.02. Making the Revolving Loans.

(a)Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Time) on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of SOFR Rate Revolving Loans, or not later than 1:00 P.M. (New York City Time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Revolving Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereof. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing or facsimile in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Revolving Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of SOFR Rate Revolving Loans, the initial Interest Period for each such Revolving Loan. Each Lender shall, before 2:00 P.M. (New York City Time) (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account of its Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrowerno later than 3:30 P.M. (New York City Time)promptlyin such manner as the Borrower shall have specified in the applicable Notice of Borrowing.

(b)Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select SOFR Rate Revolving Loans for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of the Lenders to make SOFR Rate Revolving Loans shall then be suspended pursuant to Section 2.12(b), 2.13 or 2.16, and (ii) Borrowings of more than one Type may be outstanding at the same time; provided, however, there shall be not more than 10 Borrowings at any one time outstanding.

(c)Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise SOFR Rate Revolving Loans, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds

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acquired by such Lender to fund the Revolving Loan to be made by such Lender as part of such Borrowing when such Revolving Loan, as a result of such failure, is not made on such date.

(d)Unless the Administrative Agent shall have received written notice from a Lender prior to any Borrowing Date or, in the case of a Base Rate Loan, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Loan as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may, but shall not be required to, assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Loan available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.

(e)The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

SECTION 2.03. [Reserved]

SECTION 2.04. Letters of Credit.

(a)Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, up to a maximum aggregate stated amount for all Letters of Credit at any one time outstanding equal to the LC Commitment Amount. Such issuance shall occur on not less thantwothreeBusiness Days’ prior notice thereof by the Borrower’s delivery of (x) a Request for Issuance for such Letter of Credit to the Administrative Agent and the LC Issuing Bank for such Letter of Credit and (y) such LC Issuing Bank’s standard form of Letter of Credit application for the requested Letter of Credit to the letter of credit department of such LC Issuing Bank for the account of the Borrower. Each Letter of Credit shall be issued in a form acceptable to the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the identity of the applicable LC Issuing Bank, (ii) the date (which shall be a Business Day) of issuance of such Letter of Credit (or the date of effectiveness of such extension, modification or amendment) and the Stated Expiry Date thereof, (iii) the proposed stated amount of such Letter of Credit (which amount (A) shall not be less than $100,000 and (B) may be subject to any automatic increase and reinstatement provisions), (iv) the name and address of the beneficiary of such Letter of Credit and (v) a statement of drawing conditions

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applicable to such Letter of Credit. If such Request for Issuance relates to an amendment or modification of a Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit thereto. If so requested by the Borrower, a Letter of Credit may provide that it is automatically renewable for additional one-year periods if subject to an ability of the applicable LC Issuing Bank to not renew by giving notice of the same to the beneficiary of such Letter of Credit. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower prior to the issuance by the applicable LC Issuing Bank of the requested Letter of Credit or prior to the effectiveness of the requested extension, modification or amendment to a Letter of Credit, as applicable. Upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the relevant LC Issuing Bank shall issue (or extend, amend or modify) such Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish copies thereof to the Lenders that shall so request; provided that the LC Issuing Bank shall not issue or amend any Letter of Credit if such LC Issuing Bank has received notice from the Administrative Agent that the applicable conditions precedent have not been satisfied. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement. (i) On the Closing Date with respect to all Existing Letters of Credit and (ii) upon the date of issuance with respect to all other Letters of Credit, each Lender shall be deemed, without further action by any party hereto, to have irrevocably and unconditionally purchased from such LC Issuing Bank without recourse a participation in such Letter of Credit equal to such Lender’s Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Lender’s participation obligations in respect of Existing Letters of Credit shall be governed by this Agreement. Upon each modification of a Letter of Credit by any LC Issuing Bank which modifies the aggregate amount available to be drawn under such Letter of Credit, such LC Issuing Bank and the Lenders shall be deemed, without further action by any party hereto, to have purchased or sold, as appropriate, participations in such Letter of Credit such that each Lender’s participation in such Letter of Credit shall equal such Lender’s Commitment Percentage of such modified aggregate amount available to be drawn under such Letter of Credit. Each Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participation.

(b)The Borrower may from time to time appoint one or more additional Lenders (with the consent of any such Lender, which consent may be withheld in the sole discretion of each Lender) to act, either directly or through an Affiliate of such Lender, as an LC Issuing Bank hereunder. Any such appointment and the terms thereof shall be evidenced in a separate written agreement executed by the Borrower and the relevant LC Issuing Bank, a copy of which agreement shall be delivered by the Borrower to the Administrative Agent. The Administrative Agent shall give prompt notice of any such appointment to the other Lenders. Upon such appointment, if and for so long as such Lender shall have any obligation to issue any Letter of Credit hereunder or any Letter of Credit issued by such Lender shall remain outstanding, such Lender shall be deemed to be, and shall have all the rights and obligations of, an “LC Issuing Bank” under this Agreement.

(c)No Letter of Credit shall be requested, issued or modified hereunder if, after the issuance or modification thereof, (i) the Outstanding Credits would exceed the Commitments then scheduled to be in effect until the latest Termination Date, (ii) that portion of the LC Outstandings arising from Letters of Credit issued by an LC Issuing Bank would exceed the

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amount of such LC Issuing Bank’s Fronting Commitment or (iii) the LC Outstandings would exceed the LC Commitment Amount. No LC Issuing Bank shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain such LC Issuing Bank from issuing such Letter of Credit, or any law applicable to such LC Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such LC Issuing Bank shall prohibit, or request that the LC Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the LC Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the LC Issuing Bank is not otherwise compensated or required to be compensated hereunder), which restriction, reserve or capital requirement was not in effect on the date hereof, or shall impose upon the LC Issuing Bank any loss, cost or expense (not reimbursed or required to be reimbursed) that was not applicable on the date hereof and that the LC Issuing Bank in good faith deems material to it.

(d)The Borrower hereby agrees to pay to the Administrative Agent for the account of each LC Issuing Bank and each Lender that has funded its participation in the reimbursement obligations of the Borrower pursuant to subsection (e) below, on demand made by such LC Issuing Bank to the Borrower, on and after each date on which such LC Issuing Bank shall pay any amount under any Letter of Credit issued by such LC Issuing Bank, a sum equal to the amount so paid (the “Reimbursement Amount”). Any Reimbursement Amount shall bear interest, payable on demand, from the date so paid by such LC Issuing Bank until repayment to such LC Issuing Bank in full at a fluctuating interest rate per annum equal to the interest rate applicable to Base Rate Loans plus, if any amount paid by such LC Issuing Bank under a Letter of Credit is not reimbursed by the Borrower within three Business Days, 2%. The Borrower may satisfy its obligation hereunder to repay the Reimbursement Amount by requesting a Borrowing under Section 2.02 (and which Borrowing shall be subject to the conditions in Section 2.02) in the amount of such Reimbursement Amount, and the proceeds of such Borrowing may be applied to satisfy the Borrower’s obligations to such LC Issuing Bank or the Lenders, as the case may be. The Borrower’s obligation to pay any Reimbursement Amount in respect of Existing Letters of Credit shall be governed by the terms of this Agreement.

(e)If any LC Issuing Bank shall not have been reimbursed in full for any Reimbursement Amount in respect of a Letter of Credit issued by such LC Issuing Bank on the date of such payment, such LC Issuing Bank shall give the Administrative Agent and each Lender prompt notice thereof (an “LC Payment Notice”) no later than 12:00 noon (New York City Time) on the Business Day immediately succeeding the date of such payment by such LC Issuing Bank. Each Lender shall fund the participation that such Lender purchased pursuant to Section 2.04(a) by paying to the Administrative Agent for the account of such LC Issuing Bank an amount equal to such Lender’s Commitment Percentage of such Reimbursement Amount paid by such LC Issuing Bank, plus interest on such amount at a rate per annum equal to the Federal Funds Effective Rate, for the first three days from the date of the payment by such LC Issuing Bank, and, thereafter, until the date of payment to such LC Issuing Bank by such Lender, at a rate of interest equal to the rate applicable to Base Rate Loans. Each such payment by a Lender shall be made not later than 3:00 P.M. (New York City Time) on the later to occur of (i) the Business Day immediately following the date of such payment by such LC Issuing Bank and (ii) the Business Day on which such Lender shall have received an LC Payment Notice from such

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LC Issuing Bank. Each Lender’s obligation to make each such payment to the Administrative Agent for the account of such LC Issuing Bank shall be several and shall not be affected by the occurrence or continuance of a Default or the failure of any other Lender to make any payment under this Section 2.04(e). Each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(f)The failure of any Lender to make any payment to the Administrative Agent for the account of any LC Issuing Bank in accordance with subsection (e) above shall not relieve any other Lender of its obligation to make payment, but no Lender shall be responsible for the failure of any other Lender. If any Lender (a “non-performing Lender”) shall fail to make any payment to the Administrative Agent for the account of any LC Issuing Bank in accordance with subsection (e) above, then for so long as such failure shall continue, such LC Issuing Bank shall be deemed, for purposes of Sections 6.01 and 8.01 hereof, to be a Lender owed a Borrowing in an amount equal to the outstanding principal amount due and payable by such non-performing Lender to the Administrative Agent for the account of such LC Issuing Bank pursuant to subsection (e) above. Any non-performing Lender and the Borrower (without waiving any claim against such non-performing Lender for such non-performing Lender’s failure to fund its participation in the reimbursement obligations of the Borrower under subsection (e) above) severally agree to pay to the Administrative Agent for the account of such LC Issuing Bank forthwith on demand such amount, together with interest thereon for each day from the date such non-performing Lender would have funded its participation had it complied with the requirements of subsection (e) above until the date such amount is paid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to Base Rate Loans plus, if any amount paid by such LC Issuing Bank under a Letter of Credit is not reimbursed by the Borrower within three Business Days, 2%, in accordance with Section 2.04(d), and (ii) in the case of such non-performing Lender, the Federal Funds Effective Rate, for the first three days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate Loans.

(g)The payment obligations of each Lender under Section 2.04(e) and of the Borrower under this Agreement in respect of any payment under any Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following circumstances:

(i)any lack of validity or enforceability of this Agreement or any other agreement or instrument relating thereto or to such Letter of Credit;

(ii)any amendment or waiver of, or any consent to departure from, the terms of this Agreement or such Letter of Credit;

(iii)the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary, or any transferee, of such Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), any LC Issuing Bank, or any other Person, whether in connection with this Agreement, the transactions contemplated hereby, thereby or by such Letter of Credit, or any unrelated transaction;

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(iv)any statement or any other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v)payment in good faith by any LC Issuing Bank under the Letter of Credit issued by such LC Issuing Bank against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit;

(vi)the use that may be made of any Letter of Credit by, or any act or omission of, the beneficiary of any Letter of Credit (or any Person for which the beneficiary may be acting); or

(vii)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

(h)Without limiting any other provision of this Section 2.04, for purposes of this Section 2.04 any LC Issuing Bank may rely upon any oral, telephonic, telegraphic, facsimile, electronic, written or other communication believed in good faith to have been authorized by the Borrower, whether or not given or signed by an authorized Person of the Borrower.

(i)The Borrower assumes all risks of the acts and omissions of any beneficiary or transferee of any Letter of Credit. Neither any LC Issuing Bank, the Lenders nor any of their respective officers, directors, employees, agents or Affiliates shall be liable or responsible for, and the Borrower’s reimbursement obligation in respect of any Letter of Credit shall not be affected by, (i) the use that may be made of such Letter of Credit or any acts or omissions of any beneficiary or transferee thereof in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by any LC Issuing Bank against presentation of documents that do not comply with the terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (iv) any dispute between or among the Borrower, any of its Affiliates, the beneficiary of any Letter of Credit or any financing institution or other party to whom any Letter of Credit may be transferred or any claims or defenses whatsoever of the Borrower or of its Affiliates against the beneficiary of any Letter of Credit or any such transferee; (v) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or (vi) any other circumstances whatsoever in making or failing to make payment under such Letter of Credit, except that the Borrower and each Lender shall have the right to bring suit against each LC Issuing Bank, and each LC Issuing Bank shall be liable to the Borrower and any Lender, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower or such Lender that the Borrower or such Lender proves, in a court of competent jurisdiction by final and nonappealable judgment, were caused by such LC Issuing Bank’s willful misconduct or gross negligence. In furtherance and not in limitation of the foregoing, each LC Issuing Bank may accept sight drafts and accompanying certificates presented under the Letter of Credit issued by such LC Issuing Bank that appear on their face to be in substantial compliance with the terms and conditions of the Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, and payment against such documents shall not constitute willful

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misconduct or gross negligence by such LC Issuing Bank. Notwithstanding the foregoing, no Lender shall be obligated to indemnify the Borrower for damages caused by any LC Issuing Bank’s willful misconduct or gross negligence.

(j)In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any application or other agreement submitted by the Borrower to, or entered into by the Borrower with, an LC Issuing Bank relating to any Letter of Credit issued by such LC Issuing Bank (including, for the avoidance of doubt, any Existing Letter of Credit), the terms and conditions of this Agreement shall control. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any application or other agreement related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

(k)Any LC Issuing Bank may resign at any time by giving written notice thereof to the Administrative Agent, Lenders, the other LC Issuing Banks (if any) and the Borrower, provided that (i) there are no Letters of Credit outstanding with respect to such LC Issuing Bank at such time or (ii) unless the Borrower shall have agreed otherwise, another Lender or Affiliate thereof reasonably acceptable to the Borrower has agreed to serve as an LC Issuing Bank and commits in writing to issue one or more Letters of Credit in an aggregate amount at least equal to those of the resigning LC Issuing Bank. After the resignation of an LC Issuing Bank hereunder, such resigning LC Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an LC Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, renew or increase any existing Letter of Credit. Upon any such resignation, the Borrower and the resigning LC Issuing Bank may agree to replace or terminate any outstanding Letters of Credit issued by such LC Issuing Bank and to designate one or more Lenders as LC Issuing Banks to replace such LC Issuing Bank.

SECTION 2.05. Fees.

(a)The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee on the aggregate unused amount of such Lender’s Commitment (i) from the date hereof, in the case of each Initial Lender, and (ii) from the effective date specified in the Assignment and Assumption pursuant to which it became a Lender, in the case of each other Lender, in each case until the latest Termination Date applicable to such Lender, payable quarterly in arrears on thefifteenth calendar day following thelast day (or the immediately succeeding Business Day, if such day is not a Business Day)of each March, June, September and December, commencing June 30, 2022, and ending on such Termination Date. The commitment fee for any period will be equal to the Commitment Fee Rate in effect from time to time during such period, times an amount equal to the Commitments in effect at such time minus the aggregate principal amount of Loans and Letters of Credit outstanding during such period.

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(b)The Borrower agrees to pay the fees payable by the Borrower in such amounts and on such terms as set forth in the Fee Letters.

(c)The Borrower agrees to pay to the Administrative Agent for the account of each Lender a fee (the “LC Fee”) on the average daily aggregate principal amount of each such Lender’s Commitment Percentage of the LC Outstandings (i) from the date hereof, in the case of each Initial Lender, and (ii) from the effective date specified in the Assignment and Assumption pursuant to which it became a Lender, in the case of each other Lender, in each case until the later to occur of (x) the Termination Date applicable to such Lender and (y) the date on which no Letters of Credit are outstanding, payable quarterly in arrears on thefifteenth calendar day followingthelast day(or the immediately succeeding Business Day, if such day is not a Business Day)of each March, June, September and December (commencing on June 30, 2022), and on such later date, at a rate equal at all times to the Applicable Margin in effect from time to time for SOFR Rate Revolving Loans.

(d)The Borrower agrees to pay to the Administrative Agent for the account of each LC Issuing Bank, (i) a fee (the “LC Fronting Fee”) equal to 0.20% of the stated amount of each Letter of Credit issued by such LC Issuing Bank hereunder, payable quarterly in arrears on the fifteenth calendar day following thelast day (or the immediately succeeding Business Day, if such day is not a Business Day) of each March, June, September and December (commencing on June 30, 2022) and ending on the Termination Date or such later date on which no such letter of credit issued by such LC Issuing Bank shall be outstanding, with the calculation based on the actual number of days elapsed in a year of 360 days and (ii) customary issuance, maintenance, drawing and administration fees in respect of such letters of credit.

(e)The Borrower shall pay to the Administrative Agent, for its own account, the annual administrative fee at the times and in the amount set forth in the Agent Fee Letter.

SECTION 2.06. Extension of the Termination Date.

(a)During the period from July 1, 2022 until the date that is 30 days prior to the then-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) one-year extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date that is 30 days after the Administrative Agent provides the Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request an unlimited number of extensions pursuant to this Section.

(b)If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such

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Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender.

(c)If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which MUFG acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent

(i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date.

(d)Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

SECTION 2.07. Increase of the Commitments.

(a)The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $750,000,000, by designating one or more Lenders or other financial

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institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”).

(b)The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date.

(c)Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.

(d)Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

SECTION 2.08. Termination or Reduction of the Commitments.

(a)The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination

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or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied.

(b)The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender.

(c)The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06.

(d)Once terminated, a Commitment or any portion thereof may not be reinstated.

SECTION 2.09. Repayment of Loans.

(a)The Borrower shall repay to the Administrative Agent for the account of each Lender on the Termination Date applicable to such Lender the aggregate principal amount of the Revolving Loans made to the Borrower by such Lender then outstanding.

(b)If at any time the aggregate principal amount of Outstanding Credits exceeds the Commitments, the Borrower shall pay or prepay so much of the Borrowings and/or Cash Collateralize the LC Outstandings as shall be necessary in order that the Outstanding Credits minus the principal amount of Cash Collateral securing the LC Outstandings will not exceed the Commitments.

SECTION 2.10. Evidence of Indebtedness.

(a)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

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(b)The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

(c)The entries made in the accounts maintained pursuant to subsections (a) and (b) of this Section 2.10 shall, to the extent permitted by Applicable Law, be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans and interest thereon in accordance with their terms.

(d)Any Lender may request that any Loans made by it be evidenced by one or more promissory notes. In such event, the Borrower shall prepare, execute and deliver to such Lender one or more promissory notes payable to such Lender (or, if requested by such Lender, to such Lender and its assignees) and in a form reasonably satisfactory to the Administrative Agent. Thereafter, the Loans evidenced by such promissory notes and interest thereon shall at all times (including after assignment pursuant to Section 8.07) be represented by one or more promissory notes in such form payable to the payee named therein.

SECTION 2.11. Interest on Loans.

The Borrower shall pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount shall be paid in full, at the following rates per annum:

(a)Base Rate Loans. During such periods as such Loan is a Base Rate Revolving Loan, a rate per annum equal at all times to the sum of (x) the Base Rate plus (y) the Applicable Margin for Base Rate Loans in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Base Rate Loan shall be Converted or paid in full.

(b)SOFR Rate Revolving Loans. During such periods as such Revolving Loan is a SOFR Rate Revolving Loan, a rate per annum equal at all times during each Interest Period for such Revolving Loan to the sum of (x) Adjusted Term SOFR for such Interest Period for such Revolving Loan plus (y) the Applicable Margin for SOFR Rate Revolving Loans in effect from time to time, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such SOFR Rate Revolving Loan shall be Converted or paid in full.

SECTION 2.12. Interest Rate Determination.

(a)Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.12, if:

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(i)the Administrative Agent determines (which determination shall be conclusive absent manifest error) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR or Term SOFR (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period; or

(ii)the Administrative Agent is advised by the Required Lenders that prior to the commencement of any Interest Period for a Term Benchmark Borrowing, Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Borrowing in accordance with the terms of Section 2.02, any Notice of Borrowing that requests a Term Benchmark Revolving Borrowing shall instead be deemed to be a Notice of Borrowing for a Base Rate Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.12(a), then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Borrowing in accordance with the terms of Section 2.02, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan.

(b)Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received,

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by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(c)Notwithstanding anything to the contrary herein or in any other Loan Document, in connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(d)The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.12, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.12.

(e)Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(f)Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to a Base Rate Borrowing. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of

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Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.12, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan.

SECTION 2.13. Conversion of Revolving Loans.

(a)Voluntary. The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 12:00 noon (New York City Time) on the third U.S. Government Securities Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.12 and 2.16, Convert all or any part of Revolving Loans of one Type comprising the same Borrowing into Revolving Loans of the other Type or of the same Type but having a new Interest Period; provided, however, that any Conversion of SOFR Rate Revolving Loans into Base Rate Revolving Loans shall be made only on the last day of an Interest Period for such SOFR Rate Revolving Loans, any Conversion of Base Rate Revolving Loans into SOFR Rate Revolving Loans shall be in an amount not less than the minimum amount specified in Section 2.02(b) and no Conversion of any Revolving Loans shall result in more separate Borrowings than permitted under Section 2.02(b). Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Revolving Loans to be Converted, and (iii) if such Conversion is into SOFR Rate Revolving Loans, the duration of the initial Interest Period for each such Revolving Loan. Each notice of Conversion shall be irrevocable and binding on the Borrower.

(b)Mandatory.

(i)If the Borrower shall fail to select the Type of any Revolving Loan or the duration of any Interest Period for any Borrowing comprising SOFR Rate Revolving Loans in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and Section 2.13(a), or if any proposed Conversion of a Borrowing that is to comprise SOFR Rate Revolving Loans upon Conversion shall not occur as a result of the circumstances described in subsection (c) below, or if an Event of Default has occurred and is continuing and SOFR Rate Revolving Loans are outstanding, the Administrative Agent will forthwith so notify the Borrower and the Lenders, and (i) such Revolving Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Loans and (ii) the obligation of the Lenders to make, or to Convert Revolving Loans into, SOFR Rate Revolving Loans shall be suspended.

(ii)On the date on which the aggregate unpaid principal amount of SOFR Rate Revolving Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Loans shall automatically Convert into Base Rate Revolving Loans.

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(c)Failure to Convert. Each notice of Conversion given pursuant to subsection (a) above shall be irrevocable and binding on the Borrower. In the case of any Borrowing that is to comprise SOFR Rate Revolving Loans upon Conversion, the Borrower agrees to indemnify each Lender against any loss, cost or expense incurred by such Lender if, as a result of the failure of the Borrower to satisfy any condition to such Conversion (including, without limitation, the occurrence of any Default), such Conversion does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments.

(d)Limitation on Certain Conversions. Notwithstanding any other provision of this Agreement to the contrary, the Borrower may not borrow Revolving Loans at Adjusted Term SOFR or Convert Revolving Loans resulting in SOFR Rate Revolving Loans at any time an Event of Default has occurred and is continuing.

SECTION 2.14. Optional Prepayments of Loans.

The Borrower may prepay Loans, (i) upon at least two U.S. Government Securities Business Days’ notice, in the case of SOFR Rate Revolving Loans, and (ii) upon notice not later than 12:00 noon (New York City Time) on the date of prepayment, in the case of Base Rate Revolving Loans, to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and, if such notice is given, the Borrower shall prepay the outstanding principal amount of the Loans comprising part of the same Borrowing in whole or ratably in part, without penalty, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $100,000 in excess thereof and (y) in the event of any such prepayment of a Adjusted Term SOFR Loan, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c).

SECTION 2.15. Increased Costs.

(a)Increased Costs Generally. If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, assessment, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted Term SOFR) or any LC Issuing Bank;

(ii)other than (A) Indemnified Taxes and (B) Excluded Taxes, subject any Recipient to any Taxes on, or change the basis of taxation of payments to any Recipient in respect of, its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)impose on any Lender or any LC Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

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and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such LC Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, LC Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon the good faith request of such Lender, LC Issuing Bank or other Recipient, the Borrower will pay to such Lender, LC Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, LC Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b)Capital Requirements. If any Lender or LC Issuing Bank determines that any Change in Law affecting such Lender or LC Issuing Bank or any lending office of such Lender or such Lender’s or LC Issuing Bank’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or LC Issuing Bank’s capital or on the capital of such Lender’s or LC Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by any LC Issuing Bank, to a level below that which such Lender or LC Issuing Bank or such Lender’s or LC Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or LC Issuing Bank’s policies and the policies of such Lender’s or LC Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or LC Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or LC Issuing Bank or such Lender’s or LC Issuing Bank’s holding company for any such reduction suffered.

(c)Certificates for Reimbursement. A certificate of a Lender or LC Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or LC Issuing Bank or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender or LC Issuing Bank, as the case may be, promptly upon demand the amount shown as due on any such certificate.

(d)Delay in Requests. Failure or delay on the part of any Lender or LC Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or LC Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or LC Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender or LC Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or LC Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

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SECTION 2.16. Illegality.

If due to any Change in Law it shall become unlawful or impossible for any Lender (or its Lending Office) to make, maintain or fund its SOFR Rate Revolving Loans, and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make SOFR Rate Revolving Loans, or to Convert outstanding Revolving Loans into SOFR Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each SOFR Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such SOFR Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such day.

SECTION 2.17. Payments and Computations.

(a)The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) on the day when due in Dollars to the Administrative Agent at the Agent’s Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders for the account of its Lending Office to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b)The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due.

(c)All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on Adjusted Term SOFR, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each

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case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

(d)Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of SOFR Rate Revolving Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. Notwithstanding anything to the contrary contained herein, if the Termination Date shall occur on a date other than a Business Day, the Borrower shall repay to the Administrative Agent for the account of each Lender on the next preceding Business Day prior to the Termination Date the aggregate principal amount of the Revolving Loans made to the Borrower by the Lenders then outstanding.

(e)Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate.

SECTION 2.18. Taxes.

(a)Defined Terms. For purposes of this Section 2.18 and for the avoidance of doubt, the term “Lender” includes any LC Issuing Bank, and the term “Applicable Law” includes FATCA.

(b)Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

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(c)Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d)Indemnification by the Borrower. The Borrower shall indemnify each Recipient, within 30 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 30 days after demand therefor, for any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so). Each Lender shall severally indemnify the Administrative Agent and the Borrower, within 30 days after demand therefor, for (i) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 8.07(d) relating to the maintenance of a Participant Register and (ii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or the Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent or the Borrower shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent or the Borrower to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent or the Borrower to the Lender from any other source against any amount due to the Administrative Agent or the Borrower under this subsection (e).

(f)Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 2.18, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g)Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent

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to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.18(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(i)Without limiting the generality of the foregoing,

(A)any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), an executed IRS Form W-9 certifying that such Lender is exempt from

U.S. federal backup withholding tax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(i)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, an executed IRS Form W-8BEN-E or IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, an executed IRS Form W-8BEN-E or IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii)an executed IRS Form W-8ECI;

(iii)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) an executed IRS Form W-8BEN-E or IRS Form W-8BEN; or

(iv)to the extent a Foreign Lender is not the beneficial owner, an executed IRS Form W-8IMY, accompanied by an executed IRS Form W-8ECI, IRS Form W-8BEN-E or IRS Form W-8BEN, a U.S. Tax Compliance Certificate

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substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(h)Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.18 (including by the payment of additional amounts pursuant to this Section 2.18), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this subsection (h) (plus any penalties, interest or other charges imposed by the

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relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this subsection (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i)Survival. Each party’s obligations under this Section 2.18 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

SECTION 2.19. Sharing of Payments, Etc.

If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Commitment Percentage thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that:

(A)if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(B)the provisions of this Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender and any payment made pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c) or, in respect of SOFR Rate Revolving Loans converted into Base Rate Revolving Loans, pursuant to Section 2.16), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect

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to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

SECTION 2.20. Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office. If any Lender requests compensation under Section 2.15, or the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.18, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)Replacement of Lenders. If any Lender requests compensation under Section 2.15, or the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18 and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with subsection (a) above, or if any Lender is a Declining Lender, a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 8.07), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.18) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if such Lender accepts such assignment); provided that:

(i)the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 8.07(b)(iv);

(ii)such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 8.04(c)) from the assignee (to the extent of such outstanding principal amounts and accrued interest and fees) or the Borrower (in the case of all other amounts);

(iii)in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.18, such assignment will result in a reduction in such compensation or payments thereafter;

(iv)such assignment shall not conflict with Applicable Law;

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(v)in the case of any assignment resulting from a Lender becoming a Declining Lender or a Non-Consenting Lender, the applicable assignee shall have consented to the applicable extension, amendment, waiver or consent; and

(vi)No Default shall have occurred and be continuing.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 2.21. Defaulting Lenders.

(a)Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(i)Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and in Section 8.01.

(ii)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 6.01 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 8.05 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any LC Issuing Bank hereunder; third, to Cash Collateralize the LC Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.22; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order (x) to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) to Cash Collateralize the LC Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.22; sixth, to the payment of any amounts owing to the Lenders or the LC Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the LC Issuing Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal

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amount of any Loans or LC Outstandings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Outstandings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Outstandings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Outstandings are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.21(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)Certain Fees. (A) No Defaulting Lender shall be entitled to receive any commitment fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(2)Each Defaulting Lender shall be entitled to receive LC Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Commitment Percentage of the LC Outstandings for which it has provided Cash Collateral pursuant to Section 2.22.

(A)With respect to any LC Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such LC Fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in LC Outstandings that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each LC Issuing Bank, as applicable, the amount of any such LC Fee otherwise payable to such Defaulting Lender to the extent allocable to such LC Issuing Bank’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such LC Fee.

(iv)Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in LC Outstandings shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Commitment Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) such reallocation does not cause the aggregate Outstanding Credits of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment and (y) such reallocation does not cause the aggregate Outstanding Credits of all Non-Defaulting Lenders to exceed the Commitments of all Non-Defaulting Lenders. Subject to Section 8.16, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

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(v)[Reserved].

(vi)Reduction of Available Commitments. The Borrower may terminate the Available Commitment of any Lender that is a Defaulting Lender in accordance with Section 2.08(b).

(b)Defaulting Lender Cure. If the Borrower, the Administrative Agent and each LC Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in LC Outstandings to be held pro rata by the Lenders in accordance with the Commitments (without giving effect to Section 2.21(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed in writing by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c)New Letters of Credit. So long as any Lender is a Defaulting Lender, no LC Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

(d)Bankruptcy Event or Bail-In Action of a Parent Company. If (i) a Bankruptcy Event or Bail-In Action with respect to a direct or indirect parent company of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any LC Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, no LC Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit, unless such LC Issuing Bank shall have entered into arrangements with the Borrower or such Lender, satisfactory to such LC Issuing Bank to defease any risk to it in respect of such Lender hereunder.

SECTION 2.22. Cash Collateral.

At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or any LC Issuing Bank (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the LC Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.21(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(i)Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative

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Agent, for the benefit of the LC Issuing Banks, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of LC Outstandings, to be applied pursuant to paragraph (ii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the LC Issuing Banks as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(ii)Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.22 or Section 2.21 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of LC Outstandings (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(iii)Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce any LC Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.22 following (A) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (B) the determination by the Administrative Agent and each LC Issuing Bank that there exists excess Cash Collateral; provided that, subject to Section 2.21, the Person providing Cash Collateral and each LC Issuing Bank may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations.

ARTICLE III

CONDITIONS PRECEDENT

SECTION 3.01. Conditions Precedent to Effectiveness.

The obligation of each Lender and each LC Issuing Bank to make the initial Extension of Credit to be made by it hereunder shall become effective on and as of the first date on which the following conditions precedent have been satisfied:

(a)The Administrative Agent shall have received on or before such date of effectiveness the following, each dated such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below) for each Lender and each LC Issuing Bank:

(i)A fully executed version of this Agreement and the other Loan Documents;

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(ii)Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower.

(iii)(A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Iowa as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Iowa (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.

(iv)Certified copies of the resolutions of the board of directors of the Borrower approving this Agreement and the other Loan Documents and of all documents evidencing other necessary corporate action and Governmental Approvals required for the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents.

(v)A certificate of the Secretary or Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder, and (B) that attached thereto are true and correct copies of the bylaws of the Borrower as in effect on such date.

(vi)A favorable opinion of in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.

(vii)A favorable opinion of New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.

(b)On such date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated such date, stating that:

(i)The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and

(ii)No event has occurred and is continuing that constitutes a Default.

(c)The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, the Joint Lead Arrangers and the Lenders payable on the date hereof (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable).

(d)The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders reasonably in advance of the date hereof.

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(e)The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuing Bank shall have reasonably requested through the Administrative Agent reasonably in advance of the date hereof.

SECTION 3.02. Conditions Precedent to each Extension of Credit.

The obligation of each Lender and each LC Issuing Bank to make each Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Loans outstanding immediately prior to the making of such Borrowing) shall be subject to the following statements being true on the date of such Borrowing (and each of the giving of the applicable Notice of Borrowing or Request for Issuance and the acceptance by the Borrower of the proceeds of any such Extension of Credit shall constitute a representation and warranty by the Borrower that on the date of such Extension of Credit such statements are true):

(i)The representations and warranties of the Borrower contained in Section

4.01 (other than the representations and warranties in the first sentence of Section 4.01(g), in Section 4.01(i) and in the first sentence of Section 4.01(n)) are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date, and

(ii)No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrower.

The Borrower represents and warrants as follows:

(a)The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Iowa and is duly qualified to do business and is in good standing as a foreign corporation under the laws of each state in which the ownership of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect, and each Material Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or otherwise organized.

(b)The execution, delivery and performance by the Borrower of each Loan Document, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate action. Each Loan Document has been duly executed and delivered by the Borrower.

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(c)No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document.

(d)The execution, delivery and performance by Borrower of the Loan Documents will not (i) violate (A) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound or (iii) result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and Liens required under this Agreement, except to the extent such conflict, breach or default referred to in the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(e)Each Loan Document is the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by bankruptcy and similar laws affecting the enforcement of creditors’ rights generally and by the application of general equitable principles.

(f)The Borrower and each Material Subsidiary are in compliance with all Applicable Laws (including Environmental Laws), except to the extent that failure to comply would not reasonably be expected to have a Material Adverse Effect.

(g)There is no action, suit, proceeding, claim or dispute pending or, to the Borrower’s knowledge, threatened against or affecting the Borrower or any of its Material Subsidiaries, or any of its or their respective properties or assets, before any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. There is no injunction, writ, preliminary restraining order or any other order of any nature issued by any Governmental Authority directing that any material aspect of the transactions expressly provided for in any of the Loan Documents not be consummated as herein or therein provided.

(h)The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 2021, and the related consolidated statements of income, cash flows and stockholders’ equity for the fiscal year ended on such date, certified by Deloitte & Touche LLP, copies of which have heretofore been furnished to the Administrative Agent and each Lender, present fairly in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as may be disclosed therein).

(i)Since December 31, 2021, no event has occurred that could reasonably be expected to have a Material Adverse Effect.

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(j)The Borrower and each Material Subsidiary have filed or caused to be filed all U.S. Federal and other material tax returns that are required by Applicable Law to be filed, and have paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property; other than (i) with respect to taxes the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or the applicable Material Subsidiary, as the case may be, or (ii) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

(k)No ERISA Event has occurred other than as would not, either individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. There are no actions, suits or claims pending against or involving a Pension Plan (other than routine claims for benefits) or, to the knowledge of the Borrower or any of its ERISA Affiliates, threatened, that would reasonably be expected to be asserted successfully against any Pension Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. No lien imposed under the Internal Revenue Code or ERISA on the assets of the Borrower or any of its ERISA Affiliates exists or is likely to arise with respect to any Pension Plan. The Borrower and each of its Subsidiaries have complied with foreign law applicable to its Foreign Plans, except to the extent that failure to comply would not reasonably be expected to have a Material Adverse Effect.

(l)The Borrower is not engaged in the business of extending credit for the purpose of buying or carrying Margin Stock, and no proceeds of any Loan will be used to extend credit to others for the purpose of buying or carrying any Margin Stock. Following the application of the proceeds of any Extension of Credit, not more than 25% of the value of the assets of the Borrower and the Material Subsidiaries that are subject to the restrictions of Section 5.02(a) or

(c)constitute Margin Stock.

(m)Neither the Borrower nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

(n)There are no claims, liabilities, investigations, litigation, notices of violation or liability, administrative proceedings, judgments or orders, whether asserted, pending or threatened, relating to any liability under or compliance with any applicable Environmental Law, against the Borrower or any Material Subsidiary or relating to any real property currently or formerly owned, leased or operated by the Borrower or any Material Subsidiary, that would reasonably be expected to have a Material Adverse Effect. No Hazardous Materials have been or are present or are being spilled, discharged or released on, in, under or from property (real, personal or mixed) currently or formerly owned, leased or operated by the Borrower or any Material Subsidiary in any quantity or manner violating, or resulting in liability under, any applicable Environmental Law, which violation or liability would reasonably be expected to have a Material Adverse Effect.

(o)No written statement or information furnished by or on behalf of the Borrower to the Administrative Agent, any Lender or any LC Issuing Bank in connection with the syndication or negotiation of this Agreement or delivered pursuant hereto, in each case as of the

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date such statement or information is made or delivered, as applicable, contained or contains, any material misstatement of fact or intentionally omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are, or will be made, not misleading.

(p)Each Material Subsidiary as of the date hereof is set forth on Schedule III.

(q)The Borrower has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, to the knowledge of the Borrower, their respective officers, directors and employees and their respective agents that will act in any capacity in connection with or benefit from the credit facility established hereby, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Borrower or any Subsidiary is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

ARTICLE V

COVENANTS OF THE BORROWER

SECTION 5.01. Affirmative Covenants.

So long as any Loan or any other amount payable hereunder shall remain unpaid, any Letter of Credit shall remain outstanding or any Lender shall have any Commitment hereunder, the Borrower will:

(a)Payment of Taxes, Etc. Pay and discharge, and cause each Material Subsidiary to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or its property, and (ii) all lawful claims that, if unpaid, would by Applicable Law become a Lien upon its property, in each case, except to the extent that the failure to pay and discharge such amounts, either singly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; provided, however, that neither the Borrower nor any Material Subsidiary shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which adequate reserves are being maintained in accordance with GAAP.

(b)Preservation of Existence, Etc. Preserve and maintain, and cause each Material Subsidiary to preserve and maintain, its corporate, partnership or limited liability company (as the case may be) existence and all rights (charter and statutory) and franchises, except to the extent the failure to maintain such rights and franchises would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and any Material Subsidiary may consummate any merger or consolidation permitted under Section 5.02(b).

(c)Compliance with Laws, Etc. Comply, and cause each Material Subsidiary to comply, with Applicable Law (with such compliance to include, without limitation, compliance with Environmental Laws, the Patriot Act, Anti-Corruption Laws and Sanctions), except to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect.

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(d)Inspection Rights. At any reasonable time and from time to time, permit the Administrative Agent, any LC Issuing Bank or any Lender or any designated agents or representatives thereof, at all reasonable times and to the extent permitted by Applicable Law, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and any Material Subsidiary and to discuss the affairs, finances and accounts of the Borrower and any Material Subsidiary with any of their officers or directors and with their independent certified public accountants (at which discussion, if the Borrower or such Material Subsidiary so requests, a representative of the Borrower or such Material Subsidiary shall be permitted to be present, and if such accountants should require that a representative of the Borrower be present, the Borrower agrees to provide a representative to attend such discussion); provided that (i) such designated agents or representatives shall agree to any reasonable confidentiality obligations proposed by the Borrower and shall follow the guidelines and procedures generally imposed upon like visitors to the Borrower’s facilities, and (ii) unless an Event of Default shall have occurred and be continuing, such visits and inspections shall occur not more than once in any fiscal quarter.

(e)Keeping of Books. Keep, and cause each Material Subsidiary to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower and each such Material Subsidiary in accordance with GAAP.

(f)Maintenance of Properties, Etc. Maintain and preserve, and cause each Material Subsidiary to maintain and preserve, all of its properties that are material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

(g)Maintenance of Insurance. Maintain, and cause each Material Subsidiary to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which Borrower or any of its Material Subsidiaries operates to the extent available on commercially reasonable terms (the “Industry Standard”); provided, however, that the Borrower and each Material Subsidiary may self-insure to the same extent as other companies engaged in similar businesses and owning similar properties and to the extent consistent with prudent business practice; and provided, further, that if the Industry Standard is such that the insurance coverage then being maintained by Borrower and its Material Subsidiaries is below the Industry Standard, Borrower shall only be required to use its reasonable best efforts to obtain the necessary insurance coverage such that its and its Material Subsidiaries’ insurance coverage equals or is greater than the Industry Standard.

(h)Reporting Requirements. Furnish to the Lenders:

(i)within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a copy of the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by the chief financial

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officer, chief accounting officer, treasurer or assistant treasurer of the Borrower as having been prepared in accordance with generally accepted accounting principles and a certificate of the chief financial officer, chief accounting officer, treasurer or assistant treasurer of the Borrower as to compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP in effect on the date hereof;

(ii)within 120 days after the end of each fiscal year of the Borrower, a copy of the annual audit report for such year for the Borrower and its Consolidated Subsidiaries, containing a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for such fiscal year, in each case accompanied by an opinion by Deloitte & Touche LLP or other independent public accountants of nationally recognized standing, and a certificate of the chief financial officer, chief accounting officer, treasurer or assistant treasurer of the Borrower as to compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP in effect on the date hereof;

(iii)within five days after the chief financial officer or treasurer of the Borrower obtains knowledge of the occurrence of any Default, a statement of the chief financial officer or treasurer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto;

(iv)within ten Business Days after the Borrower or any of its ERISA Affiliates knows or has reason to know that (A) the Borrower or any of its ERISA Affiliates has failed to comply with ERISA or the related provisions of the Internal Revenue Code with respect to any Pension Plan, and such noncompliance will, or could reasonably be expected to, result in material liability to the Borrower or its Subsidiaries, and/or (B) any ERISA Event (other than an ERISA Event as defined in clause (vi) of the definition of “ERISA Event”) has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and all notices received by the Borrower or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto;

(v)promptly after the commencement thereof, notice of all actions and proceedings before, and orders by, any Governmental Authority affecting the Borrower or any Material Subsidiary of the type described in Section 4.01(g);

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(vi)together with the financial statements delivered in paragraphs (i) and (ii) of this Section 5.01(h), if Schedule III shall no longer set forth a complete and correct list of all Material Subsidiaries as of the last date of the period for which such financial statements were prepared, an updated Schedule III setting forth all Material Subsidiaries as of the last date of such period for which such financial statements have been prepared;

(vii)if requested by the Administrative Agent or any Lender, an updated Beneficial Ownership Certification to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, reflecting any change in the information provided in any Beneficial Ownership Certification delivered to the Administrative Agent or any Lender that would result in a change to the list of beneficial owners of the Borrower;

(viii)promptly upon the occurrence of a Reportable Compliance Event, notice of such occurrence; and

(ix)such other information respecting the Borrower or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request.

If the financial statements required to be delivered pursuant to Section 5.01(h)(i) or 5.01(h)(ii) are included in any Form 10-K or 10-Q filed by the Borrower, the Borrower’s obligation to deliver such documents or information to the Administrative Agent shall be deemed to be satisfied upon (x) delivery of a copy of the relevant form to the Administrative Agent within the time period required by such Section or (y) the relevant form being available on EDGAR and the delivery of a notice to the Administrative Agent (which notice may be delivered by electronic mail and/or included in the applicable compliance certificate delivered pursuant to Section 5.01(h)(i) or 5.01(h)(ii)) that such form is so available, in each case within the time period required by such Section.

(i) Use of Proceeds. Use the proceeds of the Borrowings and the Letters of Credit for working capital and other general corporate purposes.

SECTION 5.02. Negative Covenants.

So long as any Loan or any other amount payable hereunder shall remain unpaid, any Letter of Credit shall remain outstanding or any Lender shall have any Commitment hereunder, the Borrower agrees that it will not:

(a)Liens, Etc. Create or suffer to exist, or cause or permit any Material Subsidiary to create or suffer to exist, any Lien on or with respect to any of its properties, including, without limitation, equity interests held by such Person in any Subsidiary of such Person, whether now owned or hereafter acquired, other than (i) Permitted Liens; (ii) Liens created under Section 2.22 or 6.02; (iii) Liens created by or pursuant to (A) the Mortgage and Deed of Trust, dated as of January 9, 1989, as amended, modified or supplemented, of PacifiCorp, entered into with The Bank of New York Mellon Trust Company, N.A. (as successor trustee to JPMorgan Chase Bank, N.A.), (B) the Indenture, dated as of February 8, 2002, as amended, modified or supplemented,

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between MidAmerican Energy Company and The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York), as trustee, (C) the Indenture, dated as of October 1, 2006, as amended, modified or supplemented, between MidAmerican Energy Company and The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Trust Company, N.A.), as trustee, (D) the Indenture, dated as of September 9, 2013, as amended, modified or supplemented, between MidAmerican Energy Company and The Bank of New York Mellon Trust Company, N.A., as trustee, (E) the General and Refunding Mortgage Indenture, dated as of May 1, 2001, as amended, modified or supplemented, between Nevada Power Company and The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon), as trustee, (F) the General and Refunding Mortgage Indenture, dated as of May 1, 2001, as amended, modified or supplemented, between Sierra Pacific Power Company and The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon), as trustee, or (G) any other first mortgage indenture or similar agreement or instrument pursuant to which a Material Subsidiary may issue bonds, notes or similar instruments secured by a lien on all or a substantial portion of its fixed assets, so long as under the terms of such other indenture or similar agreement or instrument no “cross-default” or similar “event of default” (howsoever designated) in respect of any bonds, notes, or other instruments issued thereunder will be triggered by reference to a Default; and (iv) Liens, in addition to the foregoing, securing obligations not greater than the greater of (A) 3.0% of consolidated shareholders’ equity of all classes (whether common, preferred, mandatorily convertible preferred or preference) of the Borrower and (B) $100,000,000.

(b)Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the successor entity (if other than the Borrower) (A) assumes, in form reasonably satisfactory to the Administrative Agent, all of the obligations of the Borrower under this Agreement, (B) is a corporation or limited liability company formed under the laws of the United States of America, one of the states thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in Section 5.03 both before and after giving effect to such proposed transaction (determined as if such proposed transaction had occurred on the last day of the most recent fiscal quarter period preceding the date of such proposed transaction for which financial statements have been delivered pursuant to Section 5.01(h)) and (D) has long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P or Moody’s of at least BBB- and Baa3, respectively (or if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and Moody’s of at least A-3 and P-3, respectively), and (ii) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and provided, in each case of clause (i) where the successor entity is other than the Borrower, that the Administrative Agent shall have received, and be reasonably satisfied with, all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date of such proposed transaction.

(c)Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or cause or permit any Subsidiary of the Borrower to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except (i) sales in the ordinary course of its business, (ii) dispositions of assets required to be sold to

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comply with Applicable Laws, (iii) dispositions of short-term, readily marketable investments purchased for cash management purposes with funds not representing the proceeds of other asset sales, (iv) sales, leases, transfers or dispositions of assets to any Person that is not a wholly-owned Subsidiary of the Borrower that in the aggregate during any 12-month period do not exceed 10% of the Consolidated Assets of the Borrower and its Subsidiaries, whether in one transaction or a series of transactions, provided that any such sales, leases, transfers or dispositions will be disregarded for purposes of such 10% limitation (and, for the avoidance of doubt, be deemed to be permitted hereunder) if the net proceeds thereof, within 18 months of such sale, lease, transfer or disposition, as applicable, are (A) used to retire Debt of the Borrower and its Subsidiaries (other than Debt that is subordinated to the Debt hereunder) or (B) invested in assets in similar or related lines of business (including geographic extensions thereof) of the Borrower and its Subsidiaries as of the Closing Date, (v) sales, leases, transfers and dispositions made to the Borrower or a wholly-owned Subsidiary of the Borrower and (vi) a disposition by the Borrower of all or substantially all of its assets to any Person so long as the requirements set forth in Section 5.02(b) are satisfied as if such disposition were a merger or consolidation in which the Borrower is not the surviving entity.

(d)Restrictive Agreements. Enter into, or cause or permit any Material Subsidiary (and intermediate holding companies, if any, between such Material Subsidiary and the Borrower) to enter into, any agreement(or any amendment, supplement or other modification of an existing agreement) after the date hereof, which agreement (or which amendment, supplement or other modification) imposes any restriction (other than restrictions imposed by Applicable Law or Governmental Authorities, and restrictions entered into in connection with the incurrence of Project Finance Debt) on the ability of any Material Subsidiary to make payments, directly or indirectly, to the Borrower, if such restriction has or would reasonably be expected to have a Material Adverse Effect.

(e)Investments. Make, or permit any of its Subsidiaries to make, any Investment in any Person that is not engaged in a line of business that is similar or related to any business (including any geographical extensions thereof) engaged in by the Borrower or any of its Subsidiaries as of the date hereof if (i) such Investment, when combined with all such Investments, would equal or be greater than 15% of the Consolidated Assets of the Borrower and its Subsidiaries, or (ii) a Default has occurred and is continuing or would result from the making of such Investment (determined, for purposes of compliance with Section 5.03, on a pro forma basis as if such payment had been made on the last day of the Borrower’s fiscal quarter then most recently ended and for which financial statements have been delivered pursuant to Section 5.01(h)).

(f)Use of Proceeds. Use the proceeds of any Extension of Credit to buy or carry Margin Stock in violation of the Margin Regulations.

(g)Compliance with Anti-Corruption Laws and Sanctions. The Borrower will not, directly or, to the knowledge of the Borrower, indirectly, use the proceeds of any Borrowing or any Letter of Credit, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or

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facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions by the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, any other party (including each Credit Party) to this Agreement or the other Loan Documents.

SECTION 5.03. Financial Covenant.

So long as any Loan shall remain unpaid, any Letter of Credit shall remain outstanding or any Lender shall have any Commitment hereunder, the Borrower will maintain a ratio of Consolidated Debt to Consolidated Capital of not greater than 0.700 to 1.00 as of the last day of each fiscal quarter.

ARTICLE VI

EVENTS OF DEFAULT

SECTION 6.01. Events of Default.

If any of the following events (“Events of Default”) shall occur and be continuing:

(a)The Borrower shall fail to pay any principal of any Loan when the same becomes due and payable, or shall fail to pay any interest on any Loan or make any other payment of fees or other amounts payable under this Agreement within five days after the same becomes due and payable, or shall fail to provide Cash Collateral in accordance with Section 2.21(a)(v), 2.22 or

6.02within five days after the same is required to be provided; or

(b)Any representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect in any material respect when made; or

(c)(i) The Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 5.01(b), 5.02 or 5.03, or (ii) the Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Loan Document if such failure shall remain unremedied for 30 days after written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or

(d)The Borrower or any Material Subsidiary shall fail to pay any principal of or premium or interest on any Debt (other than Debt under this Agreement) that is outstanding in a principal amount in excess of $100,000,000 in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), prior to the stated maturity thereof; or

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(e)Any judgment or order for the payment of money in excess of $100,000,000 to the extent not paid or insured shall be rendered against the Borrower or any Material Subsidiary and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(f)The Borrower or any Material Subsidiary shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any Material Subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any Material Subsidiary shall take any corporate action to authorize any of the actions set forth above in this subsection (f); or

(g)An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, has resulted in, or is reasonably likely to result in, a Material Adverse Effect; or

(h)Berkshire Hathaway shall fail to own, directly or indirectly, at least 50% of the issued and outstanding shares of common stock of the Borrower, calculated on a fully diluted basis (a “Change of Control”); provided that, such failure shall not constitute an Event of Default unless and until a Rating Decline has occurred;

then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation of each Lender and each LC Issuing Bank to make Extensions of Credit to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the outstanding Borrowings, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the outstanding Borrowings, all such interest and all such amounts shall become and be forthwith due and payable by the Borrower, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States of America, (A) the obligation of each Lender and each LC Issuing Bank to make Extensions of Credit shall automatically be terminated and (B) the outstanding Borrowings, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

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SECTION 6.02. Actions in Respect of the Letters of Credit upon Default.

If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01, then the Administrative Agent may, or shall at the request of the Required Lenders, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit in an account designated in such demand (the “LC Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date. If at any time the Administrative Agent determines that any funds held in the LC Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral Account, an amount equal to the excess of (i) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date over (ii) the total amount of funds, if any, then held in the LC Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank to the extent permitted by Applicable Law.

ARTICLE VII

THE ADMINISTRATIVE AGENT

SECTION 7.01. Appointment and Authority.

Each Lender and each LC Issuing Bank hereby irrevocably appoints MUFG to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the LC Issuing Banks, and the Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

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SECTION 7.02. Rights as a Lender.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

SECTION 7.03. Exculpatory Provisions.

(a)The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(i)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(iii)shall not, except as expressly set forth herein or in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

(b)The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 6.01, 6.02 and 8.01), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such

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Default is given to the Administrative Agent in writing by the Borrower, a Lender or an LC Issuing Bank.

(c)The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

SECTION 7.04. Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of any Lender or an LC Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or such LC Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or such LC Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 7.05. Resignation of Administrative Agent.

(a)The Administrative Agent may at any time give notice of its resignation to the Lenders, the LC Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be (i) a commercial bank with an office in the United States having a combined capital and surplus of at least $500,000,000, or an Affiliate of any such bank with an office in the United States and (ii) subject to the approval of the Borrower so long as no Default shall have occurred and be continuing (such approval not to be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the LC Issuing Banks, appoint a successor

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Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b)If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor, which shall be (i) a commercial bank with an office in the United States having a combined capital and surplus of at least $500,000,000, or an Affiliate of any such bank with an office in the United States and (ii) subject to the approval of the Borrower so long as no Default shall have occurred and be continuing (such approval not to be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c)With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each LC Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

SECTION 7.06. Non-Reliance on Administrative Agent and Other Lenders.

Each Lender and LC Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and LC Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not

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taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

SECTION 7.07. Indemnification.

Each Lender severally agrees to indemnify the Administrative Agent (to the extent not promptly reimbursed by the Borrower and without limiting its obligation to do so) from and against such Lender’s Commitment Percentage of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Loan Document; provided, however, that no Lender shall be liable for any portion of such liabilities, obligations,    losses,    damages,penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct, as proven in a court of competent jurisdiction by final and nonappealable judgment. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its Commitment Percentage of any costs and expenses (including, without limitation, fees and reasonable expenses of counsel) payable by the Borrower under Section 8.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower (and without limiting its obligation to do so) after request therefor. The failure of any Lender to reimburse the Administrative Agent promptly upon demand for its Commitment Percentage of any amount required to be paid by the Lender to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its Commitment Percentage of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s Commitment Percentage of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 7.07 shall survive the payment in full of principal, interest and all other amounts payable hereunder.

SECTION 7.08. No Other Duties, etc.

Anything herein to the contrary notwithstanding, none of the Joint Lead Arrangers, the “Joint Bookrunners”, the “Syndication Agents” or the “Documentation Agents” listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any other Loan Document, except in its capacity, as applicable, as the Administrative Agent, a Lender or an LC Issuing Bank hereunder or thereunder.

SECTION 7.09. Erroneous Payments.

(a)If the Administrative Agent notifies a Lender, LC Issuing Bank or Credit Party, or any Person who has received funds on behalf of a Lender, LC Issuing Bank or Credit Party such Lender or LC Issuing Bank (any such Lender, LC Issuing Bank, Credit Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the

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Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, LC Issuing Bank, Credit Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, LC Issuing Bank or Credit Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b)Without limiting immediately preceding clause (a), each Lender, LC Issuing Bank or Credit Party, or any Person who has received funds on behalf of a Lender, LC Issuing Bank or Credit Party such Lender or LC Issuing Bank, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, LC Issuing Bank or Credit Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i)(A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii)such Lender, LC Issuing Bank or Credit Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment,

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prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section7.09(b).

(c)Each Lender, LC Issuing Bank or Credit Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender, LC Issuing Bank or Credit Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender, LC Issuing Bank or Credit Party from any source, against any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(d)In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender or LC Issuing Bank that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or Issuing Lender at any time, (i) such Lender or LC Issuing Bank shall be deemed to have assigned its Loans (but not its Commitments) of the relevant class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or LC Issuing Bank shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender or LC Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning LC Issuing Bank shall cease to be a Lender or LC Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning LC Issuing Bank and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by

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the applicable Lender or LC Issuing Bank shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender or LC Issuing Bank (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or LC Issuing Bank and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender, LC Issuing Bank or Credit Party under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

(e)The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party for the purpose of making a payment or prepayment of the obligations.

(f)To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine

(g)Each party’s obligations, agreements and waivers under this Section 7.09 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or LC Issuing Bank, the termination of the Commitments and/or the repayment, satisfaction or discharge of all obligations (or any portion thereof) under any Loan Document.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.01. Amendments, Etc.

Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend

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Section 3.01 or 3.02 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (vi) amend or waive this Section

8.01or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04), and such Non-Consenting Lender or LC Issuing Bank shall have received or at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.

SECTION 8.02. Notices, Etc.

(a)Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:

(i)if to the Borrower, to it at 666 Grand Avenue, Suite 500, Des Moines, Iowa 50309-2580, Attention: Todd Anliker, Vice President and Treasurer (Facsimile No.: (515) 242-4295; Telephone No.: (515) 281-2454);

(ii)if to the Administrative Agent, to MUFG Bank, Ltd. at1980 Saturn Street, Monterey Park, CA, 917541221 Avenue of the Americas, New York, NY 10020, Attention:Gena RoblesLoan Operations Department, (Facsimile:1-800-446-9951N/A; Telephone No.: (323201)720-2522413-8901, Email:gena.robles@unionbank.com and #clo_agency@unionbank.comLODagencyservices@us.mufg.jp) with a copy to:Jeffrey Fesenmaier 445 South Figueroa Street, Los Angeles, CA, 90071 (MUFG Bank, Ltd. at 1221 Avenue of the Americas, New York, NY 10020, Attention: Agency Desk,

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(Facsimile:    N/A;    Telephone    No.:    (212)    405-6621,    Email: jfesenmaier@us.mufg.jpAgencydesk@us.sc.mufg.jp));

(iii)if to any LC Issuing Bank identified on Schedule II hereto, at the address specified opposite its name on Schedule II hereto, and if to any other LC Issuing Bank, at such address as shall be designated by such LC Issuing Bank in a written notice to the Administrative Agent and the Borrower;

(iv)if to any Initial Lender, at its Lending Office specified opposite its name on Schedule I hereto, and if to any other Lender, at its Lending Office specified in the Assignment and Assumption pursuant to which it became a Lender.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications, to the extent provided in subsection (b) below, shall be effective as provided in said subsection (b).

(b)Electronic Communications. Notices and other communications to the Lenders and the LC Issuing Banks hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or any LC Issuing Bank pursuant to Section 2.02 or 2.04 if such Lender or such Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c)Change of Address, etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(d)Platform.

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(i)The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available to the LC Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the “Platform”).

(ii)The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of communications through the Platform except to the extent that such damages are found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Agent Party’s gross negligence or willful misconduct. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Administrative Agent, any Lender or any LC Issuing Bank by means of electronic communications pursuant to this Section, including through the Platform.

SECTION 8.03. No Waiver; Remedies.

No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 8.04. Costs and Expenses; Indemnification.

(a)The Borrower agrees to pay promptly upon demand (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement, and (ii) all reasonable out-of-pocket expenses incurred by any LC Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Borrower

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further agrees to pay promptly upon demand all reasonable costs and expenses of the Administrative Agent, the Lenders and the LC Issuing Banks, if any, (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, including, without limitation, reasonable fees and expenses of one outside counsel for the Administrative Agent, the Lenders and the LC Issuing Banks taken as a whole in connection with the enforcement of rights under this Section 8.04(a) (and, with respect to matters referred to in clause (A) of this sentence only, separate counsel for the Administrative Agent, any Lender and any LC Issuing Bank to the extent needed to avoid an actual or potential conflict of interest).

(b)The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers, each Lender and each LC Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit, and shall reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party (but if not a party thereto, then only with respect to such proceedings where such Indemnified Party (i) is subject to legal process or other compulsion of law, (ii) believes in good faith that it will be so subject, or (iii) believes in good faith that it is necessary or appropriate for it to resist any legal process or other compulsion of law which is purported to be asserted against it) and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. This Section 8.04(b) shall not apply with respect to Taxes that are Indemnified Taxes, Excluded Taxes or Taxes that are covered by Section 2.15(a)(ii).

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(c)If any payment of principal of, or Conversion of, any SOFR Rate Revolving Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Revolving Loan, as a result of a payment or Conversion pursuant to Section 2.06(c), 2.07(c), 2.09, 2.12(b), 2.13, 2.14, 2.15 or 2.16, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01, assignment to another Lender upon demand of the Borrower pursuant to Section 2.20(b) or for any other reason (in the case of any such payment or Conversion), the Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Loan.

(d)Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.15, 2.16, 2.19 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder.

(e)The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence or willful misconduct.

(f)In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, the Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

SECTION 8.05. Right of Set-off.

Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the

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Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 8.06. Binding Effect.

This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent and when the Administrative Agent shall have been notified by each Initial Lender that such Initial Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, each Lender and each LC Issuing Bank (upon its appointment pursuant to Section 2.04) and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of all of the Lenders.

SECTION 8.07. Assignments and Participations.

(a)Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, each Lender and each LC Issuing Bank, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the LC Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b)Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)Minimum Amounts.

(A)in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in subsection (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii)Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned.

(iii)Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A)the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender or an Affiliate of a Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received written notice thereof;

(B)the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment or an Affiliate of such Lender; and

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(C)the consent of each LC Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.

(iv)Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v)No Assignment to Certain Persons. No such assignment shall be made to

(A) the Borrower or any of the Borrower’s Affiliates (except for any Affiliate of Berkshire Hathaway not controlled directly or indirectly by the Borrower that is a commercial lender acquiring rights and obligations under this Agreement in the ordinary course of its business) or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

(vi)No Assignment to Natural Persons. No such assignment shall be made to a natural Person.

(vii)Certain Additional Payments.    In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright    payment purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each LC Issuing Bank and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this subsection, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection

(c)of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under

86

this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c)Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments and Termination Date of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower, any LC Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates (except for any Affiliate of Berkshire Hathaway not controlled directly or indirectly by the Borrower that is a commercial lender acquiring participations under this Agreement in the ordinary course of its business) or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Administrative Agent, the LC Issuing Banks and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 7.07 with respect to any payments made by such Lender to its Participant(s).

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 8.01 requiring the consent of each Lender directly affected thereby that directly affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.18 and 8.04(c) (subject to the requirements and limitations therein, including the requirements under Section 2.18(g) (it being understood that the documentation required under Section 2.18(g) shall

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be delivered to the participating Lender or the applicable Withholding Agent to the extent required by Applicable Law)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.20 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15 or 2.18, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.20(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.05 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.19 as though it were a Lender.    Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or to comply with other requirements under applicable tax law.    The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central banking authority; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 8.08. Confidentiality.

Neither the Administrative Agent nor any Lender shall disclose any Confidential Information to any other Person without the consent of the Borrower, other than (i) to the Administrative Agent’s or such Lender’s Affiliates and their officers, directors, employees, agents and advisors, to the Administrative Agent or a Lender and, as contemplated by Section 8.07, to actual or prospective assignees and participants, and then only on a confidential basis,

(ii) as required by any law, rule or regulation or judicial process, (iii) to any rating agency when required by it, provided, that, prior to any such disclosure, such rating agency, commercial paper dealer or provider shall undertake to preserve the confidentiality of any Confidential Information received by it from such Lender, (iv) as requested or required by any state, federal or foreign

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authority or examiner regulating banks, banking or other financial institutions, (v) to any direct, indirect, actual or prospective counterparty (and its advisor) to any swap, derivative or securitization transaction related to the obligations under this Agreement on a confidential basis, (x) to any credit insurance provider relating to the Borrower and its obligations on a confidential basis and (vii) pursuant to a request or requirement from a regulatory authority (governmental or non-governmental self-regulatory authority) having jurisdiction over a Lender; provided that unless prohibited by Applicable Law, each Lender and the Administrative Agent agree, prior to disclosure thereof, to notify the Borrower of any request for disclosure of any such Confidential Information (x) by any Governmental Authority or representative thereof (other than any such request in connection with an examination of such Lender or the Administrative Agent by such Governmental Authority) or (y) pursuant to legal process.

SECTION 8.09. Governing Law.

EACH LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

SECTION 8.10. Severability.

In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired hereby.

SECTION 8.11. Execution in Counterparts.

This Agreement may be executed in any number of counterparts and by different 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. Delivery of an executed counterpart of a signature page to this Agreement by telecopier or other electronic transmission (including by e-mail with a PDF attachment of an executed counterpart) shall be effective as delivery of an original executed counterpart of this Agreement.

SECTION 8.12. Jurisdiction, Etc.

(a)Each party hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, any LC Issuing Bank, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in the Borough of Manhattan in New York City, and of the United States District Court of the Southern District of New York sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by

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applicable law, in such federal court. Each party hereto agrees that a final judgment in any such action, litigation 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.

(b)The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c)Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 8.02. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

SECTION 8.13. Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) OR THE ACTIONS OF THE ADMINISTRATIVE AGENT, ANY LC ISSUING BANK, THE BORROWER OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. TO THE EXTENT THEY MAY LEGALLY DO SO, BORROWER, THE ADMINISTRATIVE AGENT, THE LC ISSUING BANKS AND THE LENDERS HEREBY AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTY OR PARTIES HERETO TO WAIVER OF ITS OR THEIR RIGHT TO TRIAL BY JURY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 8.14. USA Patriot Act.

Each Lender that is subject to the Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law as of October 26, 2001)) (as amended, restated, modified or otherwise supplemented from time to time, the “Patriot Act”), it

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is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Patriot Act. The Borrower shall, and shall cause each of its Subsidiaries to, provide to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act, including, without limitation, the Beneficial Ownership Regulation for the Borrower to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.

SECTION 8.15. No Fiduciary Duty.

The Credit Parties and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters), and (y) each Lender Party is acting solely as principal hereunder and under the other Loan Documents and not as the agent or fiduciary of the Borrower, its management, securities holders or creditors. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with the transactions contemplated by the Loan Documents or the process leading thereto.

SECTION 8.16. Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

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(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)the effects of any Bail-In Action on any such liability, including, if

applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other

instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

SECTION 8.17. No Novation; Reaffirmation.

The Borrower agrees that this Agreement amends and restates and is substituted for (and is not executed in novation of) the Existing Credit Agreement and that the outstanding obligations of the Borrower under the Existing Credit Agreement (as well as any new obligations incurred on the Closing Date) are now evidenced by this Agreement. All “Loans” and “Borrowings” made and other obligations incurred under (and as defined in) the Existing Credit Agreement which remain outstanding on the Closing Date shall continue as Loans, Borrowings and other obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents and the Borrower hereby reaffirms all such obligations after giving effect to the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.

SECTION 8.18. Certain ERISA Matters.

(a)Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true:

(i)such Lender is not using “plan assets” (within the meaning of 29 CFR §2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement,

(ii)the transaction exemption set forth in one or more PTEs, such as PTE84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate

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accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(a)In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

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ANNEX B

Schedule I to Credit Agreement

See attached.

SCHEDULE I

LIST OF COMMITMENT AMOUNTS AND LENDING OFFICES

BERKSHIRE HATHAWAY ENERGY COMPANY

U.S. $3,500,000,000 Third Amended and Restated Credit Agreement

Name of Bank	Commitment Amount	Lending Office
MUFG Bank, Ltd.	$202,707,527.50	1251 Avenue of the Americas New York, NY 10020-1104 Contact: Brian Williams Phone: (713) 655-3840 Email: brwilliams@us.mufg.jp Group Email: irisuscb@us.mufg.jp
JPMorgan Chase Bank, N.A.	$202,707,527.50	8181 Communications Pkwy Plano, TX 75024 Contact: Vithal Giri Phone: +91-80-6790-5186 Group Email : na_cpg@jpmorgan.com
Mizuho Bank, Ltd.	$202,707,527.50	1271 Avenue of the Americas New York, New York 10020 Contact: Joseph Chan Phone: (212) 282-4430 Email: joseph.chan@mizuhogroup.com
Wells Fargo Bank, National Association	$202,707,527.50	90 S. 7th Street MAC: N9305-156 Minneapolis, MN 55402 Contact: Greg Gredvig Phone: (612) 667-4832 Fax : (612) 316-0506 Email: gregory.r.gredvig@wellsfargo.com Group Email: RKELCLNSVPayments@wellsfargo.com

Name of Bank	Commitment Amount	Lending Office
Barclays Bank PLC	$202,707,527.49	745 Seventh Avenue New York, New York 10019 Contact: Manoj Jain Phone: (201) 499-2063 Email: manoj.jain@barclays.com
Citibank, N.A.	$202,707,527.49	399 Park Avenue, 16th Floor 5 New York, New York 10043 Contact: Loan Administration Phone: (302) 894-6052 Fax: (212) 994-0847 Email: GLOriginationOps@citi.com
Sumitomo Mitsui Banking Corporation	$202,707,527.49	277 Park Avenue New York, New York 10172 Contact: Emily Estevez Phone: (212) 224-4177 Fax : (212) 224-4384 Email: eestevez@smbclf.com
U.S. Bank National Association	$202,707,527.50	1700 Farnam Street Omaha, Nebraska 68102 Contact: Karen Nelsen Phone: (402) 536-5104 Fax : (402) 536-5213 Email: karen.nelsen@usbank.com Group Email: CLSSyndicationServicesTeam@usbank.com
Bank of America, N.A.	$202,707,527.49	One Bryant Park New York, NY 10036 Contact: Michael Moulton Phone: (646) 855-5783 Email: michael.moulton@bofa.com Group Email: Bank_of_America_As_Lender_3@baml.com

Name of Bank	Commitment Amount	Lending Office
Bank of Montreal	$145,000,000.00	115 S. LaSalle St., 17th Floor West Chicago, IL 60603 Contact: Michael Cummings Phone: (929) 837-9074 Email: michael.cummings@bmo.com
PNC Bank, National Association	$202,707,527.49	249 Fifth Avenue One PNC Plaza Pittsburgh, Pennsylvania 15222 Contact: Janet Gordon Phone: (440) 546-6564 Fax: (877) 717-5502 Email: janet.gordon@pnc.com Group Email: ParticipationCloserRequests@pnc.com
Royal Bank of Canada	$145,000,000.00	Three World Financial Center 200 Vesey Street, 5th Floor New York, NY 10281 Contact: Global Loans Administration Phone: (212) 428-2372 Fax: (212) 428-2372 Email: RBCNewYorkGLA3@rbc.com
TD Bank, N.A.	$145,000,000.00	1 Vanderbilt Avenue, 12th Floor New York, NY 10017 Contact: Paul Yoon Email: paul.yoon@tdsecurities.com Group Email: TDBNANotices@tdsecurities.com
The Bank of Nova Scotia	$145,000,000.00	720 King Street W-2nd floor, Toronto, Ontario, Canada M5V 2T3 Primary Contact: Priyanka Rao Secondary Contact: Jamie Breese Phone: (212) 225-5705 Fax: (212) 225-5709 Email: GWSUSCorp_LoanOps@scotiabank.com

Name of Bank	Commitment Amount	Lending Office
Canadian Imperial Bank of Commerce, New York Branch	$145,000,000.00	595 Bay Street, 5th Floor Toronto, ON M5G 2C2 Contact: Angela Tom Phone: (416) 542-4446 Fax: (905) 948-1934
CoBank, ACB	$111,450,000.00	6340 S. Fiddlers Green Circle Greenwood Village, CO 80111 Contact: Credit Information Services Fax : (303) 224-6101 Email: CIServices@cobank.com
KeyBank National Association	$115,063,358.77	4900 Tiedeman Road Brooklyn, OH 44144 Contact: KAS Servicing Phone: (216) 813-5647 Fax : (216) 370-5997 Email: kas_servicing@keybank.com Group Email: kas_servicing@keybank.com
National Australia Bank Limited	$111,450,000.00	245 Park Ave. 28th Floor New York, NY 10167 Contact: Eli Davis Phone: (212) 916-9550 Email: eli.davis@nabny.com
The Bank of New York Mellon	$111,450,000.00	6023 Airport Road Oriskany, NY 13424 Contact: CBLA Phone: None Fax: (315) 765-4822 Email: CBLA2@bnymellon.com

Name of Bank	Commitment Amount	Lending Office
Truist Bank	$145,000,000.00	303 Peachtree St, NE Atlanta, GA 30308 Contact: Lauren Gallagher Phone: (404) 926-5674 Email: dl.cib.cross.booking@truist.com
National Cooperative Services Corporation (NCSC)	$100,000,000.00	20701 Cooperative Way Dulles, Virginia 20166 Contact: Paula Kramp Phone: (703) 467-2733 Fax: (703) 467-5653 Email: Paula.Kramp@nrucfc.coop
The Northern Trust Company	$43,511,366.28	50 S. LaSalle Street Chicago, Illinois 60603 Contact: Lisa DeCristofaro Phone: (312) 444-2336 Email: lm79@ntrs.com
Bankers Trust Company	$10,000,000.00	453 7th Street Des Moines, IA 50309 Contact: Aldin Hodzic Phone: (515) 245-5276 Email: ahodzic@bankerstrust.com
TOTAL	$3,500,000,000

Schedule II to Credit Agreement

See attached.

SCHEDULE II

LIST OF FRONTING COMMITMENTS BERKSHIRE HATHAWAY ENERGY COMPANY

U.S. $3,500,000,000 Third Amended and Restated Credit Agreement

LC Issuing Bank	LC Issuing Bank Address	Fronting Commitment
MUFG Bank, Ltd.	1251 Avenue of the Americas New York, NY 10020-1104 Contact: Brian Williams Phone: (713) 655-3840 Email: brwilliams@us.mufg.jp Group Email: irisuscb@us.mufg.jp	$100,000,000
Citibank, N.A.	399 Park Avenue, 16th Floor 5 New York, New York 10043 Contact: Loan Administration Phone: (302) 894-6052 Fax: (212) 994-0847 Email: GLOriginationOps@citi.com	$100,000,000
Wells Fargo Bank, National Association	90 S. 7th Street MAC: N9305-156 Minneapolis, MN 55402 Contact: Greg Gredvig Phone: (612) 667-4832 Fax : (612) 316-0506 Email: gregory.r.gredvig@wellsfargo.com Group Email: RKELCLNSVPayments@wellsfargo.com	$100,000,000

EX-10.5

EXHIBIT 10.5

Execution Version

FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT

AGREEMENT (this “Amendment”), dated as of June 30, 2023, is by and among PACIFICORP, an Oregon corporation (the “Borrower”), the banks, financial institutions and other institutional lenders listed on the signature pages hereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and the LC Issuing Banks. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

W I T N E S S E T H

WHEREAS, the Borrower, the banks, financial institutions and other institutional lenders party thereto, and the Administrative Agent are parties to that certain Third Amended and Restated Credit Agreement dated as of June 30, 2022 (as may be amended, amended and restated, modified, extended, restated, replaced, or otherwise supplemented from time to time, the “Existing Credit Agreement”; and, as amended by this Amendment, the “CreditAgreement”);

WHEREAS, the Borrower has requested that the Lenders amend certain provisions of the Existing Credit Agreement; and

WHEREAS, the Lenders are willing to make such amendments to the Existing Credit Agreement, in accordance with and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

AMENDMENTS TO CREDIT AGREEMENT

1.1Amendments to Existing Credit Agreement. The Existing Credit Agreement is hereby amended to delete the red stricken text (indicated textually in the same manner as the following example: stricken text), add the blue double-underlined text (indicated textually in the same manner as the following example: double-underlined text) and move the green stricken text (indicated textually in the same manner as the following example: stricken text) to where the green underlined text is located (indicated textually in the same manner as the following example: underlined text), as set forth in the conformed copy of the Credit Agreement attached as Annex A hereto.

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1.2Amendments to Schedule I and Schedule II to Existing Credit Agreement. Each of Schedule I and Schedule II to the Existing Credit Agreement is hereby amended and restated as set forth on Annex B hereto. No other Schedules or Exhibits to the Existing Credit Agreement shall be modified or otherwise affected.

ARTICLE II CONDITIONS TO EFFECTIVENESS

2.1Closing Conditions. This Amendment shall become effective as of the day and year set forth above (the “Amendment Effective Date”) upon satisfaction (or waiver) of the following conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent):

(a)The Administrative Agent shall have received a copy of this Amendment duly executed by the Borrower, the Lenders and the Administrative Agent.

(b)The Administrative Agent shall have received promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d) of the Credit Agreement, duly executed by the Borrower.

(c)The Administrative Agent shall have received a certificate from the Secretary of State of Oregon (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.

(d)The Administrative Agent shall have received certified copies of the resolutions of the board of directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and Governmental Approvals required for the execution, delivery and performance by the Borrower of this Amendment.

(e)The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Amendment, and

(B) that attached thereto are true and correct copies of the bylaws of the Borrower as in effect on such date.

(f)The Administrative Agent shall have received a favorable opinion of in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.

(g)The Administrative Agent shall have received a favorable opinion of New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.

(h)On such date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated such date, stating that:

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(i)the representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and

(ii) no event has occurred and is continuing that constitutes a Default.

(i)The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, the Joint Lead Arrangers and the Lenders payable on the date hereof (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable).

(j)The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders reasonably in advance of the date hereof.

(k)The Administrative Agent shall have received a satisfactory pay-off letter for the Debt incurred pursuant to the Credit Agreement dated as of January 3, 2023, by and among the Borrower, the lenders party thereto and PNC Bank, National Association, as administrative agent.

(l)The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuing Bank shall have reasonably requested through the Administrative Agent reasonably in advance of the date hereof.

ARTICLE III MISCELLANEOUS

3.1Amended Terms. On and after the Amendment Effective Date, all references to the “Credit Agreement” in each of the Loan Documents shall hereafter mean the Credit Agreement.

3.2Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:

(a)The execution, delivery and performance by the Borrower of this Amendment, and the consummation of the transactions contemplated hereby, are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate action. This Amendment has been duly executed and delivered by the Borrower.

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(b)No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of this Amendment.

(c)The execution, delivery and performance by the Borrower of this Amendment will not (i) violate (A) the articles of incorporation or bylaws (or comparable documents) of the Borrower or any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound or (iii) result in the creation or imposition of any Lien on the property of the Borrower or any of its Material Subsidiaries other than Permitted Liens and Liens required under the Credit Agreement, except to the extent such conflict, breach or default referred to in the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(d)The representations and warranties, as to the Borrower, set forth in Section

4.01 of the Credit Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are specifically qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date).

(e)After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default.

3.3Loan Document. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement.

3.4Expenses. Without duplication to the costs and expenses set forth in Section 2.1(i) hereof, the Borrower agree to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Administrative Agent’s legal counsel.

3.5Further Assurances. The Borrower agrees to promptly take such action, upon the reasonable request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.

3.6Entirety. This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

3.7Counterparts; Electronic Execution. This Amendment may be executed in any number of counterparts and by different 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

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constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic transmission (including by e-mail with a PDF attachment of an executed counterpart) shall be effective as delivery of an original executed counterpart of this Amendment.

3.8No Actions, Claims, Etc. As of the date hereof, the Borrower hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.

3.9GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

3.10Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

3.11Jurisdiction, Etc.; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Section 8.12 and 8.13 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written.

PACIFICORP,

as the Borrower

By: /s/ Ryan Weems________________

Ryan Weems

Vice President, Controller and Assistant Treasurer

By: /s/ Nikki L. Kobliha______________

Nikki L. Kobliha

Vice President, Chief Financial Officer and Treasurer

Signature Page to First Amendment to PacifiCorp Credit Agreement

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, Lender and LC Issuing Bank

By: /s/ Nancy R. Barwig________________

Name: Nancy R. Barwig

Title: Executive Director

Signature Page to First Amendment to PacifiCorp Credit Agreement

LENDERS:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender

By: /s/ Gregory R. Gredvig

Name: Gregory R. Gredvig

Title: Director

Signature Page to First Amendment to PacifiCorp Credit Agreement

MIZUNO BANK, LTD., as Lender

By: /s/ Edward Sacks________________

Name: Edward Sacks

Title: Authorized Signatory

Signature Page to First Amendment to PacifiCorp Credit Agreement

MUFG BANK, LTD., as Lender

By: /s/ Ricky Vargas________________

Name: Ricky Vargas

Title: Vice President

Signature Page to First Amendment to PacifiCorp Credit Agreement

CITIBANK, N.A., as Lender

By: /s/ Daniel Boselli________________

Name: Daniel Boselli

Title: Vice President

Signature Page to First Amendment to PacifiCorp Credit Agreement

U.S. BANK NATIONAL ASSOCIATION, as Lender and LC Issuing Bank

By: /s/ John M. Eyerman________________

Name: John M. Eyerman

Title: Senior Vice President

Signature Page to First Amendment to PacifiCorp Credit Agreement

BARCLAYS BANK PLC, as Lender

By: /s/ Sydney G. Dennis________________

Name: Sydney G. Dennis

Title: Director

Signature Page to First Amendment to PacifiCorp Credit Agreement

SUMITOMO MITSUI BANKING CORPORATION, as Lender

By: /s/ Suela Von Bargen________________

Name: Suela Von Bergen

Title: Director

Signature Page to First Amendment to PacifiCorp Credit Agreement

BANK OF AMERICA, N.A., as Lender and LC Issuing Bank

By: /s/ Dee Dee Farkas________________

Name: Dee Dee Farkas

Title: Managing Director

Signature Page to First Amendment to PacifiCorp Credit Agreement

ROYAL BANK OF CANADA, as Lender

By: /s/ Martina Wellik________________

Name: Martina Wellik

Title: Authorized Signatory

Signature Page to First Amendment to PacifiCorp Credit Agreement

BANK OF NOVA SCOTIA, as Lender

By: /s/ David Dewar________________

Name: David Dewar

Title: Director

Signature Page to First Amendment to PacifiCorp Credit Agreement

BANK OF MONTREAL, as Lender

By: /s/ Michael Cummings________________

Name: Michael Cummings

Title: Managing Director

Signature Page to First Amendment to PacifiCorp Credit Agreement

PNC BANK, NATIONAL ASSOCIATION, as Lender

By: /s/ Rachel Kozemchak________________

Name: Rachel Kozemchak

Title: Assistant Vice President

Signature Page to First Amendment to PacifiCorp Credit Agreement

TD BANK, N.A., as Lender

By: /s/ Bernadette Collins________________

Name: Bernadette Collins

Title: Senior Vice President

Signature Page to First Amendment to PacifiCorp Credit Agreement

COBANK, ACB, as Lender

By: /s/ Jared A. Greene________________

Name: Jared A. Greene

Title: Assistant Corporate Secretary

Signature Page to First Amendment to PacifiCorp Credit Agreement

TRUIST BANK, as Lender

By: /s/ Catherine Strickland________________

Name: Catherine Strickland

Title: Vice President

Signature Page to First Amendment to PacifiCorp Credit Agreement

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as Lender

By: /s/ Amit Vasani________________

Name: Amit Vasani

Title: Managing Director

Signature Page to First Amendment to PacifiCorp Credit Agreement

KEYBANK NATIONAL ASSOCIATION, as Lender

By: /s/ Jonathan Bouvet________________

Name: Jonathan Bouvet

Title: Senior Vice President

Signature Page to First Amendment to PacifiCorp Credit Agreement

NATIONAL AUSTRALIA BANK LIMITED, as Lender

By: /s/ Daniel Denehan________________

Name: Daniel Denehan

Title: Associate Director

Signature Page to First Amendment to PacifiCorp Credit Agreement

THE BANK OF NEW YORK MELLON, as Lender

By: /s/ Molly H. Ross________________

Name: Molly H. Ross

Title: Vice President

Signature Page to First Amendment to PacifiCorp Credit Agreement

THE NORTHERN TRUST COMPANY, as Lender

By: /s/ Lisa DeCristofaro________________

Name: Lisa DeCristofaro

Title: SVP

Signature Page to First Amendment to PacifiCorp Credit Agreement

ANNEX A

Credit Agreement

See attached.

Execution VersionConformed through First Amendment dated June 30, 2023

PUBLISHED CUSIP NUMBERS:    69511YAJ1

69511YAQ5

___________________________________________________________________________

U.S. $1,200,000,0002,000,000,000

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of June 30, 2022 Among

PACIFICORP

as the Borrower

THE INITIAL LENDERS NAMED HEREIN

as Initial Lenders

JPMORGAN CHASE BANK, N.A.

as Administrative Agent and

THE LC ISSUING BANKS PARTY HERETO FROM TIME TO TIME

as LC Issuing Banks

_________________________________________________________________________

JPMORGAN CHASE BANK, N.A. WELLS FARGO SECURITIES, LLC MUFG UNIONBANK, N.ALTD. MIZUHO BANK, LTD. BARCLAYS BANK PLC BOFA SECURITIES, INC. CITIBANK, N.A. PNC CAPITAL MARKETS LLC SUMITOMO MITSUI BANKING CORPORATION U.S. BANK NATIONAL ASSOCIATION CITIBANK, N.A. U.S. BANK NATIONAL ASSOCIATION BARCLAYS BANK PLC SUMITOMO MITSUI BANKING CORPORATION

Joint Lead Arrangers and Joint Bookrunners

WELLS FARGO BANK, NATIONAL ASSOCIATION MUFG UNIONBANK, N.ALTD. MIZUHO BANK, LTD. CITIBANK, N.A. U.S. BANK NATIONAL ASSOCIATION BARCLAYS BANK PLC SUMITOMO MITSUI BANKING CORPORATION BANK OF MONTREAL Syndication Agents ROYAL BANK OF CANADA THE BANK OF NOVA SCOTIA TD BANK, N.A. PNC BANK, NATIONAL ASSOCIATION BANK OF AMERICA, N.A. Documentation Agents

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TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS		1
	SECTION 1.01. Certain Defined Terms.	1
	SECTION 1.02. Computation of Time Periods.	28
	SECTION 1.03. Accounting Terms.	28
	SECTION 1.04. Classification of Loans and Borrowings.	29
	SECTION 1.05. Other Interpretive Provisions.	29
	SECTION 1.06. Interest Rates; Benchmark Notification.	29
ARTICLE II AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT		30
	SECTION 2.01. The Revolving Loans.	30
	SECTION 2.02. Making the Revolving Loans.	30
	SECTION 2.03. [Reserved]	32
	SECTION 2.04. Letters of Credit.	32
	SECTION 2.05. Fees.	37
	SECTION 2.06. Extension of the Termination Date.	38
	SECTION 2.07. Increase of the Commitments.	39
	SECTION 2.08. Termination or Reduction of the Commitments.	40
	SECTION 2.09. Repayment of Loans.	41
	SECTION 2.10. Evidence of Indebtedness.	41
	SECTION 2.11. Interest on Loans.	42
	SECTION 2.12. Interest Rate Determination.	42
	SECTION 2.13. Conversion of Revolving Loans.	44
	SECTION 2.14. Optional Prepayments of Loans.	46
	SECTION 2.15. Increased Costs.	46
	SECTION 2.16. Illegality.	47
	SECTION 2.17. Payments and Computations.	48
	SECTION 2.18. Taxes.	49
	SECTION 2.19. Sharing of Payments, Etc.	53
	SECTION 2.20. Mitigation Obligations; Replacement of Lenders.	54
	SECTION 2.21. Defaulting Lenders.	55
	SECTION 2.22. Cash Collateral.	57
ARTICLE III CONDITIONS PRECEDENT		58
	SECTION 3.01. Conditions Precedent to Effectiveness.	58
	SECTION 3.02. Conditions Precedent to each Extension of Credit.	60
	SECTION 3.03. Conditions Precedent to Issuance of Each Bond Letter of Credit.	60
ARTICLE IV REPRESENTATIONS AND WARRANTIES		62
	SECTION 4.01. Representations and Warranties of the Borrower.	62

ARTICLE V COVENANTS OF THE BORROWER		65
	SECTION 5.01. Affirmative Covenants.	65
	SECTION 5.02. Negative Covenants.	69
	SECTION 5.03. Financial Covenant.	71
ARTICLE VI EVENTS OF DEFAULT		71
	SECTION 6.01. Events of Default.	71
	SECTION 6.02. Actions in Respect of the Letters of Credit upon Default.	73
ARTICLE VII THE ADMINISTRATIVE AGENT		74
	SECTION 7.01. Appointment and Authority.	74
	SECTION 7.02. Rights as a Lender.	74
	SECTION 7.03. Exculpatory Provisions.	75
	SECTION 7.04. Reliance by Administrative Agent.	76
	SECTION 7.05. Resignation of Administrative Agent.	76
	SECTION 7.06. Non-Reliance on Administrative Agent and Other Lenders.	77
	SECTION 7.07. Indemnification.	78
	SECTION 7.08. No Other Duties, etc.	78
	SECTION 7.09. Erroneous Payments.	78
ARTICLE VIII MISCELLANEOUS		81
	SECTION 8.01. Amendments, Etc.	81
	SECTION 8.02. Notices, Etc.	82
	SECTION 8.03. No Waiver; Remedies.	84
	SECTION 8.04. Costs and Expenses; Indemnification.	84
	SECTION 8.05. Right of Set-off.	86
	SECTION 8.06. Binding Effect.	87
	SECTION 8.07. Assignments and Participations.	87
	SECTION 8.08. Confidentiality.	91
	SECTION 8.09. Governing Law.	92
	SECTION 8.10. Severability.	92
	SECTION 8.11. Execution in Counterparts.	92
	SECTION 8.12. Jurisdiction, Etc.	92
	SECTION 8.13. Waiver of Jury Trial.	93
	SECTION 8.14. USA Patriot Act.	93
	SECTION 8.15. No Fiduciary Duty.	94
	SECTION 8.16. Acknowledgement and Consent to Bail-In of Affected Financial Institutions.	94
	SECTION 8.17. No Novation; Reaffirmation.	95
	SECTION 8.18. Certain ERISA Matters.	95

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EXHIBITS AND SCHEDULES

EXHIBIT A	---------------	Form of Notice of Borrowing
EXHIBIT B	---------------	Form of Request for Issuance
EXHIBIT C	---------------	Form of Assignment and Assumption
EXHIBIT F-1	---------------	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT F-2	---------------	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT F-3	---------------	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT F-4	---------------	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
SCHEDULE I	---------------	List of Commitment Amounts and Applicable Lending Offices
SCHEDULE II	---------------	List of Fronting Commitments
SCHEDULE III	---------------	List of Material Subsidiaries
SCHEDULE IV	---------------	Existing Letters of Credit

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 30,

2022 (as further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among PACIFICORP, an Oregon corporation (the “Borrower”), the banks, financial institutions and other institutional lenders listed on the signatures pages hereof (the “Initial Lenders”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as hereinafter defined), and the LC Issuing Banks (as hereinafter defined) party hereto from time to time.

BACKGROUND

This Agreement amends and restates in its entirety the Second Amended and Restated Credit Agreement dated as of June 30, 2021, by and among the Borrower, JPMCB, as administrative agent, and the existing lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”).

In consideration of the premises and of the mutual agreements herein contained and intending to be legally bound hereby, the parties hereto agree that the above-referenced existing credit agreement be and it hereby is amended and restated to read in full as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms.

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Adjusted Daily Simple SOFR” means an interest rate per annum equal to (a) the Daily Simple SOFR, plus (b) 0.10%; provided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted Term SOFR” means, for any Interest Period, an interest rate per annum equal to (a) Term SOFR for such Interest Period, plus (b) 0.10%; provided that if Adjusted Term SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Administrative Agent” has the meaning specified in the first paragraph of this Agreement.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

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“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, the term “control” (including the terms “controlled by” and “under common control with”) of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.

“Agent Fee Letter” means the letter agreement dated May 3, 2021 among the Borrower and the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Agent Parties” has the meaning specified in Section 8.02(d)(ii).

“Agent’s Account” means the account of the Administrative Agent designated from time to time in a written notice to the Lenders and the Borrower as the account to which the Lenders are to fund Borrowings and the Borrower is to make payments under this Agreement.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any Subsidiary of the Borrower or their respective activities from time to time concerning or relating to bribery or corruption, including, without limitation, (i) the United States Foreign Corrupt Practices Act of 1977, as amended from time to time, and the applicable regulations thereunder, and (ii) to the extent applicable, the United Kingdom’s Bribery Act 2010, as amended from time to time.

“Applicable Law” means (i) all applicable common law and principles of equity and (ii) all applicable provisions of all (A) constitutions, statutes, rules, regulations and orders of all Governmental Authorities, (B) Governmental Approvals and (C) orders, decisions, judgments and decrees of all courts (whether at law or in equity or admiralty) and arbitrators.

“Applicable Margin” means, with respect to any Base Rate Loan and any SOFR Rate Revolving Loan, at all times during which any Applicable Rating Level set forth below is in effect, the rate per annum (except as provided below) for such Loan set forth below next to such Applicable Rating Level:

Applicable Rating Level	Applicable Margin for SOFR Rate Revolving Loans	Applicable Margin for Base Rate Loans
1	0.625%	0.000%
2	0.750%	0.000%
3	0.875%	0.000%
4	1.000%	0.000%
5	1.125%	0.125%

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provided, that the Applicable Margins set forth above shall be increased, for each Applicable Rating Level, upon the occurrence and during the continuance of any Event of Default by 2.00% per annum. Any change in the Applicable Margin resulting from a change in the Applicable Rating Level shall become effective upon the date that is three

(3) Business Days followingthe date of announcement of any change in the Moody’s Rating or the S&P Rating that results in such change in the Applicable Rating Level.

“Applicable Rating Level” at any time shall be determined in accordance with the then-applicable S&P Rating or the then-applicable Moody’s Rating as follows:

S&P Rating/Moody’s Rating	Applicable Rating Level
S&P Rating AA- or higher or Moody’s Rating Aa3 or higher	1
S&P Rating A+ or Moody’s Rating A1	2
S&P Rating A or Moody’s Rating A2	3
S&P Rating A- or Moody’s Rating A3	4
S&P Rating BBB+ or Moody’s Rating Baa1 or below or unrated	5

The Applicable Rating Level for any day shall be determined based upon the higher of the S&P Rating and the Moody’s Rating in effect on such day. If the S&P Rating and the Moody’s Rating are not the same (i.e., a “split rating”), the higher (better) of such ratings shall control, unless the ratings differ by more than one level, in which case the rating one level below the higher of the two ratings shall control.

“Approved Fund” means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 8.07), and accepted by the Administrative Agent, in substantially the form of Exhibit C or any other form approved by the Administrative Agent.

“Available Commitments” means, on any day, the aggregate unused Commitments, computed after giving effect to all Extensions of Credit made or to be made on such day, the application of proceeds therefrom and all prepayments and repayments of Revolving Loans made on such day.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not

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including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 2.12.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets (including the Federal Deposit Insurance Corporation or any other Governmental Authority acting in a similar capacity) appointed for it, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or a direct or indirect parent company of such Person by a Governmental Authority if and for so long as such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of:

(i)the rate of interest announced by JPMCB from time to time as JPMCB’s prime rate;

(ii)1/2 of 1% per annum above the NYFRB Rate in effect on such date; and

(iii)Adjusted Term SOFR for a one-month Interest Period as published two

U.S. Government Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding Business Day), plus 1%

; provided, that in no event shall the Base Rate be less than 0%.

“Base Rate Loan” means a Loan that bears interest as provided in Section 2.11(a).

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“Benchmark” means, initially, with respect to any Term Benchmark Loan, Adjusted Term SOFR; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to Adjusted Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.12.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(1)Adjusted Daily Simple SOFR;

(2)the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time in the United States and (b) the related Benchmark Replacement Adjustment;

If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of

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lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means, with respect to any Benchmark, the earlier to occur of the following events with respect to such then-current Benchmark:

(1)in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2)in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

(1)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor

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administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Internal Revenue Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets of any such “employee benefit plan” or “plan”.

“Berkshire Hathaway” means Berkshire Hathaway Inc.

“Bond Event of Default” has the meaning specified in Section 6.01.

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“Bond Letter of Credit” means any standby or direct pay letter of credit issued by an LC Issuing Bank pursuant to Section 2.04 to support certain obligations to pay the principal of, interest on and/or purchase or redemption price of Bonds.

“Bonds” means pollution control revenue bonds or industrial development revenue bonds (or similar obligations, however designated) issued pursuant to an Indenture between the Trustee and the Issuer named therein.

“Borrower” has the meaning specified in the first paragraph of this Agreement. “Borrowing” means a borrowing by the Borrower consisting of simultaneous

Revolving Loans of the same Type, having the same Interest Period and ratably made or Converted on the same day by each of the Lenders pursuant to Section 2.02 or 2.13, as the case may be. All Revolving Loans to the Borrower of the same Type, having the same Interest Period and made or Converted on the same day shall be deemed a single Borrowing hereunder until repaid or next Converted.

“Borrowing Date” means the date of any Borrowing.

“Business Day” means a day of the year on which banks are not required or authorized by law to close in New York City or Los Angeles; provided, that when used in connection with any Adjusted Term SOFR Loan, the term “Business Day” shall also exclude any day that is not also a U.S. Government Business Securities Day.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the LC Issuing Banks and the Lenders, as collateral for LC Outstandings and obligations of Lenders to fund participations in respect of LC Outstandings, cash or deposit account balances or, if the Administrative Agent and each applicable LC Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and each applicable LC Issuing Bank. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (i) the adoption of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary,

(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives (whether or not having the force of law) thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives (whether or not having the force of law) promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

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“Change of Control” has the meaning specified in Section 6.01(h). “Closing Date” means June 30, 2022.

“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

“Commitment” means, for each Lender, the obligation of such Lender to make Revolving Loans to the Borrower hereunder in an aggregate amount no greater than the amount set forth on Schedule I hereto or, if such Lender has entered into any Assignment and Assumption, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c), in each such case as such amount may be from time to time increased pursuant to Section 2.07 or reduced pursuant to Section 2.08.

“Commitment Fee Rate” means, at any time, the rate per annum set forth below next to the Applicable Rating Level in effect at such time:

Applicable Rating Level	Commitment Fee Rate
1	0.050%
2	0.060%
3	0.075%
4	0.100%
5	0.150%

A change in the Commitment Fee Rate resulting from a change in the Applicable Rating Level shall become effective upon the date that is three (3) Business Days followingthe date of public announcement of a change in the Moody’s Rating or the S&P Rating that results in a change in the Applicable Rating Level.

“Commitment Percentage” means, as to any Lender as of any date of determination, the percentage describing such Lender’s pro rata share of the Commitments set forth initially on Schedule I hereto or in the Register from time to time; provided that in the case of Section 2.21 when a Defaulting Lender shall exist, “Commitment Percentage” means the percentage of the total Commitments (disregarding any Defaulting Lender’s Commitment) represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Commitment Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.

“Commitments” means the aggregate of each Lender’s Commitment hereunder. “Communications” has the meaning specified in Section 8.02(d)(ii).

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“Confidential Information” means information that the Borrower furnishes to the Administrative Agent, the Joint Lead Arrangers or any Lender in a writing designated as confidential, but does not include any such information that is or becomes generally available to the public or that is or becomes available to the Administrative Agent, the Joint Lead Arrangers or such Lender from a source other than the Borrower that has no obligation to maintain the confidentiality of such information.

“Consolidated Assets” means, on any date of determination, the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries most recently delivered to the Lenders pursuant to Section 5.01(h) as of such date of determination.

“Consolidated Capital” means the sum (without duplication) of (i) Consolidated Debt of the Borrower (without giving effect to the proviso in the definition of Consolidated Debt) and (ii) consolidated equity of all classes (whether common, preferred, mandatorily convertible preferred or preference) of the Borrower.

“Consolidated Debt” of the Borrower means the total principal amount of all Debt of the Borrower and its Consolidated Subsidiaries; provided that Guaranties of Debt shall not be included in such total principal amount.

“Consolidated Subsidiary” means, with respect to any Person at any time, any Subsidiary or other Person the accounts of which would be consolidated with those of such first Person in its consolidated financial statements in accordance with GAAP.

“Convert,” “Conversion” and “Converted” each refers to a conversion of Revolving Loans of one Type into Revolving Loans of the other Type, or the selection of a new, or the renewal of the same, Interest Period for SOFR Rate Revolving Loans, pursuant to Section 2.12 or 2.13.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Credit Party” means the Administrative Agent, any LC Issuing Bank or any Lender.

“Custodian” means, for any series of Bonds, any Person acting as bailee and agent for the Administrative Agent (on behalf of the applicable LC Issuing Bank and the Lenders) under any Pledge Agreement relating to such Bonds.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal SOFR for the day (such day “SOFR Determination Date”) that is five (5)

U.S. Government Securities Business Day prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities

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Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

“Debt” of any Person means, at any date, without duplication, (i) all indebtedness of such Person for borrowed money, (ii) all obligations of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of such Person’s business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (iv) all obligations of such Person as lessee under leases that have been, in accordance with GAAP, recorded as capital leases,

(v) all obligations of such Person in respect of reimbursement agreements with respect to acceptances, letters of credit (other than trade letters of credit) or similar extensions of credit, and (vi) all Guaranties. Solely for the purpose of calculating compliance with the covenant in Section 5.03, Debt shall not include Debt of the Borrower or its Consolidated Subsidiaries arising from the qualification of an arrangement as a lease due to that arrangement conveying the right to use or to control the use of property, plant or equipment under the application of the Financial Accounting Standards Board’s Accounting Standards Codification Topic 840 – Leases paragraph 840-10-15-6 (or the Accounting Standards Codification Topic 842 – Leases paragraphs 842-10-15-3 through 5), nor shall Debt include Debt of any variable interest entity consolidated by PacifiCorp under the requirements of Topic 810 – Consolidation.

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“Declining Lender” has the meaning specified in Section 2.06(b).

“Default” means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

“Defaulting Lender” means, subject to Section 2.21(b), any Lender that (i) has failed, within two Business Days after the date required to be funded or paid, to (A) fund all or any portion of its Loans, (B) fund any portion of its participations in Letters of Credit or (C) pay over to any Credit Party any other amount required to be paid by it under this Agreement, unless, in the case of clause (A) above, such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in writing) has not been satisfied, as notified by such Lender to the Administrative Agent and the Borrower in such writing, (ii) has notified the Borrower or any Credit Party in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder

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and such position is based on such Lender’s good faith determination that a condition precedent (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) to funding a Loan under this Agreement cannot be satisfied), (iii) has failed, within three Business Days after written request by the Administrative Agent, any LC Issuing Bank or the Borrower, acting in good faith, to confirm in writing to such requesting party that it will comply with its obligations to fund prospective Loans and participations in then outstanding Letters of Credit under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to clause (iii) upon such requesting party’s receipt of such written confirmation in form and substance reasonably satisfactory to it and the Administrative Agent, or (iv) has become the subject of a (A) Bankruptcy Event or (B) Bail-In Action. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (i) through (iv) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.21(b)) upon delivery of written notice of such determination to the Borrower, each LC Issuing Bank and each Lender.

“Designated Lender” has the meaning specified in Section 2.07(a).

“Dollars” and the symbol “$” mean lawful currency of the United States of America.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 8.07(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 8.07(b)(iii)).

“Environmental Law” means any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health, safety or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.

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“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means, with respect to any Person, each trade or business (whether or not incorporated) that is considered to be a single employer with such entity within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.

“ERISA Event” means (i) any “reportable event,” as defined in Section 4043 of ERISA with respect to a Pension Plan (other than an event as to which the PBGC has waived the requirement of Section 4043(a) of ERISA that it be notified of such event);

(ii) the failure to make a required contribution to any Pension Plan that would result in the imposition of a lien or other encumbrance or the provision of security under Section 430 of the Internal Revenue Code or Section 303 or 4068 of ERISA, or there being or arising any “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Internal Revenue Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, or the filing of any request for or receipt of a minimum funding waiver under Section 412 of the Internal Revenue Code with respect to any Pension Plan or Multiemployer Plan, or a determination that any Pension Plan is, or is reasonably expected to be, in at-risk status under Title IV of ERISA; (iii) the filing of a notice of intent to terminate any Pension Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of ERISA of a notice of intent to terminate any Pension Plan, or the termination of any Pension Plan under Section 4041(c) of ERISA; (iv) the institution of proceedings, or the occurrence of an event or condition that would reasonably be expected to constitute grounds for the institution of proceedings by the PBGC, under Section 4042 of ERISA, for the termination of, or the appointment of a trustee to administer, any Pension Plan; (v) the complete or partial withdrawal of the Borrower or any of its ERISA Affiliates from a Multiemployer Plan, the reorganization or insolvency under Title IV of ERISA of any Multiemployer Plan, or the receipt by the Borrower or any of its ERISA Affiliates of any notice that a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA; (vi) the failure by the Borrower or any of its ERISA Affiliates to comply with ERISA or the related provisions of the Internal Revenue Code with respect to any Pension Plan; (vii) the Borrower or any of its ERISA Affiliates incurring any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); or (viii) the failure by the Borrower or any of its Subsidiaries to comply with Applicable Law with respect to any Foreign Plan.

“Erroneous Payment” has the meaning assigned to it in Section 7.09(a). “Erroneous Payment Deficiency Assignment” has the meaning assigned to it in

Section 7.09(d).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 7.09(d).

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“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 7.09(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 7.09(d).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Events of Default” has the meaning specified in Section 6.01.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (A) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (B) that are Other Connection Taxes, (ii) in the case of a Lender,

U.S.withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (A) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.20(b)) or (B) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 2.18, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (iii) Taxes attributable to such Recipient’s failure to comply with Section 2.18(g) and (iv) any Taxes imposed under FATCA.

“Existing Credit Agreement” has the meaning specified in the second paragraph of this Agreement.

“Existing Letters of Credit” shall mean each of the letters of credit described by applicant, date of issuance, letter of credit number, amount, beneficiary and the date of expiry on Schedule IV hereto.

“Extension Effective Date” has the meaning specified in Section 2.06(c). “Extension of Credit” means the making of a Borrowing, the issuance of a Letter

of Credit or the amendment of any Letter of Credit having the effect of extending the stated termination date thereof or increasing the maximum amount available to be drawn thereunder. For purposes of this Agreement, a Conversion shall not constitute an Extension of Credit.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) any current or future

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regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Internal Revenue Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement.

“FCA” has the meaning assigned to such term in Section 1.06.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the Federal funds effective rate.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Fee Letters” means (i) the letter agreements, each dated as of June 2, 2022, among the Borrower and certain of the Joint Lead Arrangers, (ii) the letter agreements,each dated as of May 4, 2023, among the Borrower and certain of the Joint LeadArrangersand (iiiii) the Agent Fee Letter, in each case, as amended, restated, supplemented or otherwise modified from time to time.

“First Amendment Declining Lenders” means National Cooperative ServicesCorporation.

“FERC” means the U.S. Federal Energy Regulatory Commission. “First Amendment Effective Date” means June 30, 2023.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to any Benchmark. For the avoidance of doubt the initial Floor for Adjusted Term SOFR shall be 0.00%.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Foreign Plan” means any pension, profit-sharing, deferred compensation, or other employee benefit plan, program or arrangement (other than a Pension Plan or a Multiemployer Plan) maintained by any Subsidiary of the Borrower that, under applicable local foreign law, is required to be funded through a trust or other funding vehicle.

“Fronting Commitment” means, with respect to any LC Issuing Bank, the aggregate stated amount of all Letters of Credit that such LC Issuing Bank agrees to issue (subject to the LC Commitment Amount), as modified from time to time pursuant to an agreement signed by such LC Issuing Bank and the Borrower. With respect to each Lender that is an LC Issuing Bank on the date hereof, such LC Issuing Bank’s Fronting

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Commitment is listed on Schedule II, and with respect to any Lender that becomes an LC Issuing Bank after the date hereof, such Lender’s Fronting Commitment will be the amount agreed between the Borrower and such Lender at the time that such Lender becomes an LC Issuing Bank, in each case, as such Fronting Commitment may be modified in accordance with the terms of this Agreement.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to any LC Issuing Bank, such Defaulting Lender’s Commitment Percentage of the LC Outstandings with respect to Letters of Credit issued by such LC Issuing Bank other than LC Outstandings as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” has the meaning specified in Section 1.03.

“Governmental Approval” means any authorization, consent, approval, license or exemption of, registration or filing with, or report or notice to, any Governmental Authority.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guaranty” of any Person means (i) any obligation, contingent or otherwise, of such Person to pay any Debt of any other Person and (ii) all reasonably quantifiable obligations of such Person under indemnities or under support or capital contribution agreements, and other reasonably quantifiable obligations (contingent or otherwise) to purchase or otherwise to assure a creditor against loss in respect of, or to assure an obligee against loss in respect of, any Debt of any other Person guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (A) to pay or purchase such Debt or to advance or supply funds for the payment or purchase of such Debt, (B) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such Debt against loss, (C) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered) or (D) otherwise to assure a creditor against loss; provided that the term “Guaranty” shall not include endorsements for collection or deposit in the ordinary course of business or the grant of a Lien in connection with Project Finance Debt.

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“Hazardous Materials” means (i) petroleum and petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (ii) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.

“Indemnified Party” has the meaning specified in Section 8.04(b).

“Indemnified Taxes” means (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (ii) to the extent not otherwise described in clause (i), Other Taxes.

“Indenture” means, for any series of Bonds, the indenture pursuant to which such Bonds are issued and any supplement thereto relating to such Bonds.

“Initial Lenders” has the meaning specified in the first paragraph of this Agreement.

“Interest Period” means, for each SOFR Rate Revolving Loan comprising part of the same Borrowing, the period commencing on the date of such SOFR Rate Revolving Loan or the date of the Conversion of any Base Rate Revolving Loan into such SOFR Rate Revolving Loan and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, with respect to SOFR Rate Revolving Loans, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, three or six months or such other period acceptable to all the Lenders, as the Borrower may, upon notice received by the Administrative Agent not later than 12:00 noon (New York City Time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

(i)the Borrower may not select any Interest Period that (A) ends after the latest Termination Date in effect at such time or (B) has been removed pursuant to Section 2.12(e);

(ii)Interest Periods commencing on the same date for SOFR Rate Revolving Loans comprising part of the same Borrowing shall be of the same duration;

(iii)whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

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(iv)whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“IRS” means the U.S. Internal Revenue Service.

“Issuer” means, for any series of Bonds, the issuer of such Bonds under the applicable Indenture.

“Issuer Agreement” means, for any series of Bonds, the agreement between the applicable Issuer and the Borrower pursuant to which (i) the proceeds of such Bonds are loaned by such Issuer to the Borrower, together with any promissory note or other instrument evidencing the Debt of the Borrower under such agreement, or (ii) the Borrower agrees to pay the purchase price of, or rent with respect to, the facilities financed or refinanced with the proceeds of such Bonds.

“Joint Lead Arrangers” means JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, MUFG UnionBank, N.ALtd., Mizuho Bank, Ltd., Citibank, N.A., U.S. Bank National Association, Barclays Bank PLC, BofA Securities, Inc., PNC CapitalMarkets LLCand Sumitomo Mitsui Banking Corporation.

“JPMCB” has the meaning specified in the recital of parties to this Agreement. “LC Collateral Account” has the meaning specified in Section 6.02.

“LC Commitment Amount” means $600,000,000 as the same may be reduced permanently from time to time pursuant to Section 2.08.

“LC Fee” has the meaning specified in Section 2.05(c).

“LC Fronting Fee” has the meaning specified in Section 2.05(d).

“LC Issuing Bank” means each Lender identified as an “LC Issuing Bank” on Schedule II and any other Lender or Affiliate of a Lender that shall agree to issue a Letter of Credit pursuant to Section 2.04.

“LC Outstandings” means, on any date of determination, the sum of (i) the undrawn stated amounts of all Letters of Credit that are outstanding on such date plus (ii) the aggregate principal amount of all unpaid reimbursement obligations of the Borrower on such date with respect to payments made by any LC Issuing Bank under any Letter of Credit (excluding reimbursement obligations that have been repaid with the proceeds of

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any Borrowing). The LC Outstandings with respect to any Lender at any time shall be its Commitment Percentage of the total LC Outstandings at such time.

“LC Payment Notice” has the meaning specified in Section 2.04(e).

“Lenders” means the Initial Lenders and each Person that shall become party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Lending Office” opposite its name on Schedule I hereto or in the Assignment and Assumption pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify in writing to the Borrower and the Administrative Agent.

“Letter of Credit” means (a) a standby letter of credit issued by an LC Issuing Bank pursuant to Section 2.04 or a Bond Letter of Credit, in each case, as amended, modified or extended in accordance with the terms of this Agreement and (b) any Existing Letter of Credit, in each case, as such letter of credit may be amended, modified, extended, renewed or replaced from time to time in accordance with the terms of this Agreement.

“Lien” means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Fee Letters and (iii) any promissory note issued pursuant to Section 2.10(d).

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“Margin Regulations” means Regulations T, U and X of the Federal Reserve Board, as in effect from time to time.

“Margin Stock” has the meaning specified in the Margin Regulations.

“Material Adverse Effect” means a material adverse effect on (i) on the business, operations, properties, financial condition, assets or liabilities (including, without limitation, contingent liabilities) of the Borrower and its Subsidiaries, taken as a whole,

(ii) the ability of the Borrower to perform its obligations under the Loan Documents or

(iii) the ability of the Administrative Agent, any LC Issuing Bank or any Lender to enforce its rights under the Loan Documents.

“Material Subsidiaries” means any Subsidiary of the Borrower with respect to which (x) the Borrower’s percentage ownership interest in such Subsidiary multiplied by

(y) the book value of the Consolidated Assets of such Subsidiary represents at least 15%

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of the Consolidated Assets of the Borrower as reflected in the latest financial statements of the Borrower delivered pursuant to clause (i) or (ii) of Section 5.01(h).

“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 103 % of the Fronting Exposure of all LC Issuing Banks with respect to Letters of Credit issued and outstanding at such time and (ii) otherwise, an amount determined by the Administrative Agent and the LC Issuing Banks in their sole discretion.

“Moody’s” means Moody’s Investors Service, Inc.

“Moody’s Rating” means, on any date of determination, the rating most recently announced by Moody’s with respect to any senior unsecured, non-credit enhanced Debt of the Borrower or, if such rating is not available, the corporate credit rating of the Borrower most recently announced by Moody’s.

“Multiemployer Plan” means any “multiemployer plan” (as such term is defined in Section 4001(a)(3) of ERISA), which is contributed to by (or to which there is or may be an obligation to contribute of) the Borrower or any of its ERISA Affiliates or with respect to which the Borrower or any of its ERISA Affiliates has, or could reasonably be expected to have, any liability.

“New York City Time” means the time in New York, New York.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all affected Lenders in accordance with the terms of Section 8.01 and (ii) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at the time of determination, a Lender that is not a Defaulting Lender.

“non-performing Lender” has the meaning specified in Section 2.04(f). “Notice of Borrowing” has the meaning specified in Section 2.02(a). “NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a Federal funds transaction quoted at 11:00 A.M. (New York City Time) on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided,further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

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“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Official Statement” means, for any series of Bonds, the official statement, reoffering circular or similar disclosure document (however designated) relating to such Bonds and the applicable LC Issuing Bank, as amended and supplemented from time to time, and all documents incorporated therein (or in any such supplement or amendment) by reference.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.20).

“Outstanding Credits” means, on any date of determination, the sum of (i) the aggregate principal amount of all Loans outstanding on such date plus (ii) the LC Outstandings on such date. The Outstanding Credits with respect to any Lender at any time shall be its Commitment Percentage of the total Outstanding Credits at such time.

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight Federal funds and overnight eurodollar borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“Participant” has the meaning assigned to such term in Section 8.07(d). “Participant Register” has the meaning specified in Section 8.07(d). “Patriot Act” has the meaning specified in Section 8.14.

“Payment Recipient” has the meaning assigned to it in Section 7.09(a).

“PBGC” means the U.S. Pension Benefit Guaranty Corporation (or any successor).

“Pension Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) (other than a Multiemployer Plan), subject to the provisions of

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Title IV of ERISA or Section 412 of the Internal Revenue Code or Section 302 of ERISA, maintained or contributed to by the Borrower or any of its ERISA Affiliates or to which the Borrower or any of its ERISA Affiliates has or may have an obligation to contribute (or is deemed under Section 4069 of ERISA to have maintained or contributed to or to have had an obligation to contribute to, or otherwise to have liability with respect to) such plan.

“Permitted Liens” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (i) Liens for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 5.01(a) hereof; (ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens, and other similar Liens arising in the ordinary course of business; (iii) Liens incurred or deposits made to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (iv) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable, including zoning and landmarking restrictions; (v) any judgment Lien, unless an Event of Default under Section 6.01(e) shall have occurred and be continuing with respect thereto; (vi) any Lien on any asset of any Person existing at the time such Person is acquired by or merged or consolidated with or into the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (vii) pledges and deposits made in the ordinary course of business to secure the performance of bids, trade contracts (other than for Debt), operating leases and surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (viii) Liens upon or in any real property or equipment acquired, constructed, improved or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition, construction or improvement of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property), (ix) Liens securing Project Finance Debt, (x) any Lien on the Borrower’s or any Material Subsidiary’s interest in Bonds or cash or cash equivalents securing (A) the obligation of the Borrower or any Material Subsidiary to reimburse the issuer of a letter of credit supporting payments to be made in respect of such Bonds (including any Bond Letter of Credit) for a drawing on such letter of credit for the purpose of purchasing Bonds or (B) the obligation of the Borrower or any Material Subsidiary to reimburse or repay amounts advanced under any facility entered into to provide liquidity or credit support for any issue of Bonds; and (xi) extensions, renewals or replacements of any Lien described in clause (vi), (vii), (viii), (ix) or (x) for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties (other than after-acquired property already within the scope of the relevant Lien grant) not theretofore subject to the Lien being extended, renewed or replaced.

“Person” means any natural Person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

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“Platform” has the meaning specified in Section 8.02(d)(i).

“Pledge Agreement” means, for any series of Bonds, the pledge agreement or custodian agreement (or similar agreement, however designated), among the Administrative Agent, the Borrower and the applicable Custodian with respect to such Bonds, setting forth certain terms relating to the pledge and/or ownership of any such Bonds pending the remarketing thereof pursuant to the applicable Remarketing Agreement.

“Project Finance Debt” means Debt of any Subsidiary of the Borrower (i) that is

(A) not recourse to the Borrower other than with respect to Liens granted by the Borrower on direct or indirect equity interests in such Subsidiary to secure such Debt and limited Guaranties of, or equity commitments with respect to, such Debt by the Borrower, which Liens, limited Guaranties and equity commitments are of a type consistent with other limited recourse project financings, and other than customary contractual carve-outs to the non-recourse nature of such Debt consistent with other limited recourse project financings, and (B) incurred in connection with the acquisition, development, construction or improvement of any project, single purpose or other fixed assets of such Subsidiary, including Debt assumed in connection with the acquisition of such assets, or (ii) that represents an extension, renewal, replacement or refinancing of the foregoing, provided that, in the case of a replacement or refinancing, the principal amount of such new Debt shall not exceed the principal amount of the Debt being replaced or refinanced plus 10% of such principal amount.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Rating Decline” means the occurrence of the following on, or within 90 days after, the earlier of (i) the occurrence of a Change of Control and (ii) the earlier of (x) the date of public notice of the occurrence of a Change of Control and (y) the date of the public notice of the Borrower’s (or its direct or indirect parent company’s) intention to effect a Change of Control, which 90-day period will be extended so long as the S&P Rating or Moody’s Rating is under publicly announced consideration for possible downgrading by S&P or Moody’s, as applicable: the S&P Rating is reduced to any rating level below BBB+ or the Moody’s Rating is reduced to any rating level below Baa1 (or both the S&P Rating and the Moody’s Rating become unavailable).

“Recipient” means (i) the Administrative Agent, (ii) any Lender and (iii) any LC Issuing Bank, as applicable.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is Adjusted Term SOFR, 5:00 a.m. (Chicago time) on the day that is two Business Days preceding the date of such setting or (2) if such Benchmark is not Adjusted Term SOFR, the time determined by the Administrative Agent in its reasonable discretion.

“Register” has the meaning specified in Section 8.07(c).

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“Reimbursement Amount” has the meaning specified in Section 2.04(d).

“Related Documents” means, for any series of Bonds, such Bonds and the Indenture, the Issuer Agreement, any Remarketing Agreement and any Pledge Agreement relating to such Bonds.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Relevant Governmental Body” means, the Federal Reserve Board and/or the NYFRB, the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.

“Remarketing Agent” means, for any series of Bonds, any Person acting in the capacity of remarketing agent for such Bonds pursuant to a Remarketing Agreement relating to such Bonds.

“Remarketing Agreement” means, for any series of Bonds, any agreement or other arrangement pursuant to which the applicable Remarketing Agent has agreed to act in such capacity with respect to such Bonds tendered for purchase pursuant to the applicable Indenture.

“Removal Effective Date” has the meaning specified in Section 7.05(b). “Reportable Compliance Event” means that the Borrower or any of its

Subsidiaries becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Corruption Law or any predicate crime to any Anti-Corruption Law.

“Request for Issuance” means a request made pursuant to Section 2.04 in the form of Exhibit B.

“Required Lenders” means at any time Lenders owed in excess of 50% of the then aggregate unpaid principal amount of the Revolving Loans and participation obligations with respect to the LC Outstandings, or, if there are no Outstanding Credits, Lenders having in excess of 50% in interest of the Commitments (without giving effect to any termination in whole of the Commitments pursuant to Section 6.01). The Commitments, outstanding Loans and participation obligations with respect to the LC Outstandings for any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Resignation Effective Date” has the meaning specified in Section 7.05(a). “Resolution Authority” means an EEA Resolution Authority or, with respect to

any UK Financial Institution, a UK Resolution Authority.

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“Revolving Loan” means a Loan by a Lender to the Borrower pursuant to Section

2.02 as part of a Borrowing and refers to a Base Rate Revolving Loan or a SOFR Rate Revolving Loan.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of comprehensive Sanctions (atas ofthe time of thisAgreementFirst Amendment Effective Date, the so - called Donetsk People’s Republic, the so- called Luhansk People’s Republic, the Crimea Region of Ukraine, the KhersonRegion of Ukraine, the Zaporizhzhia Region of Ukraine, Russia, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State or the U.S. Department of the Treasury, or maintained by the United Nations Security Council, the European Union, or HerHisMajesty’s Treasury of the United Kingdom, as may be amended, supplemented or substituted from time to time, (b) any Person organized or ordinarily resident or located in a Sanctioned Country or (c) any Person controlled by, or acting on behalf of, any such Person described in clause (a) or

(b). For purposes of this definition, “control” of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC, the U.S. Department of State or the U.S. Department of Treasury, or (b) the United Nations Security Council, the European Union or HerHisMajesty’s Treasury of the United Kingdom.

“S&P” means S&P Global Ratings, a business unit of S&P Global, Inc.

“S&P Rating” means, on any date of determination, the rating most recently announced by S&P with respect to any senior unsecured, non-credit enhanced Debt of the Borrower or, if such rating is not available, the corporate credit rating of the Borrower most recently announced by S&P.

“SEC” means the U.S. Securities and Exchange Commission.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

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“SOFR Administrator’s Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Determination Date” has the meaning specified in the definition of “Daily Simple SOFR”.

“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.

“SOFR Rate Revolving Loan” means a Revolving Loan that bears interest as provided in Section 2.11(b).

“Stated Expiry Date” means the stated expiration date of any Letter of Credit issued or deemed to be issued pursuant to this Agreement; provided, however, that no Stated Expiry Date may be requested or included in any such Letter of Credit where (i) such date would be later than the fifth Business Day preceding the Termination Date then applicable to the Lender that is the LC Issuing Bank for such Letter of Credit, (ii) such date would be later than one year after the date of issuance of such Letter of Credit (subject, for the avoidance of doubt, to the ability to provide for an automatic renewal mechanic in accordance with Section 2.04(a)), or (iii) after taking into account (A) the respective Termination Dates then in effect with respect to all Lenders on the date of issuance or any extension of such Letter of Credit, and (B) the respective Stated Expiry Dates then in effect with respect to all other Letters of Credit then outstanding, the maximum amount of the LC Outstandings under all Letters of Credit (including such Letter of Credit) then outstanding would exceed the total LC Commitment Amount scheduled to be in effect at any time during the period such Letter of Credit is scheduled to remain in effect, as determined by the Administrative Agent.

“Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (i) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (ii) the interest in the capital or profits of such limited liability company, partnership or joint venture or (iii) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Benchmark” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to Adjusted Term SOFR.

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“Term SOFR Determination Day” has the meaning assigned to it under the definition of Term SOFR Reference Rate.

“Term SOFR” means, with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.

“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to Term SOFR has not occurred, then the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than five (5) Business Days prior to such Term SOFR Determination Day.

“Termination Date” means the earlier to occur of (i) June 30, 20252026, or such later date that may be established for any Lender from time to time pursuant to Section

2.06 hereof; provided, that for purposes of this clause (i), the Termination Date for theFirst Amendment Declining Lenders shall be June 30, 2025, and (ii) the date of termination in whole of the Commitments available to the Borrower pursuant to Section

2.08 or 6.01.

“Trustee” means, for any series of Bonds, the Person acting in the capacity of trustee for the holders of such Bonds under the Indenture pursuant to which such Bonds were issued.

“Type” refers to the distinction between Loans bearing interest at the Base Rate and Loans bearing interest at Adjusted Term SOFR.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.18(g)(ii).

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“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU

11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Withholding Agent” means the Borrower and the Administrative Agent.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02. Computation of Time Periods.

In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

SECTION 1.03. Accounting Terms.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles as in effect from time to time (“GAAP”). If any “Accounting Change” (as defined below) shall occur and such change results in a change in the calculation of financial covenants, standards or terms in this Agreement, and either the Borrower or the Required Lenders (through the Administrative Agent) shall request the same to the other parties hereto in writing, the Borrower and the Administrative Agent shall enter into negotiations to amend the affected provisions of this Agreement with the desired result that the criteria for evaluating the Borrower’s consolidated financial condition and results of operations shall be substantially the same after such Accounting Change as if such Accounting Change had not been made. Once such request has been made, until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all

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financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred. “Accounting Change” means a change in accounting principles required by the promulgation of any final rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC (or successors thereto or agencies with similar functions).

SECTION 1.04. Classification of Loans and Borrowings.

For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “Adjusted Term SOFR Loan”). Borrowings also may be classified and referred to by Type (e.g., a “Adjusted Term SOFR Borrowing”).

SECTION 1.05. Other Interpretive Provisions.

As used herein, except as otherwise specified herein, (i) references to any Person include its successors and assigns and, in the case of any Governmental Authority, any Person succeeding to its functions and capacities; (ii) references to any Applicable Law include amendments, supplements and successors thereto; (iii) references to specific sections, articles, annexes, schedules and exhibits are to this Agreement; (iv) words importing any gender include the other gender; (v) the singular includes the plural and the plural includes the singular; (vi) the words “including”, “include” and “includes” shall be deemed to be followed by the words “without limitation”; (vii) captions and headings are for ease of reference only and shall not affect the construction hereof; and (viii) references to any time of day shall be to New York City Time unless otherwise specified.

SECTION 1.06. Interest Rates; Benchmark Notification.

The interest rate on a Loan denominated in dollars may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 2.12(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or

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indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

ARTICLE II

AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT

SECTION 2.01. The Revolving Loans.

(a)Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans to the Borrower from time to time on any Business Day during the period from the date hereof until the Termination Date applicable to such Lender in an aggregate outstanding amount not to exceed at any time such Lender’s Available Commitment at such time. Within the limits of each Lender’s Commitment and as hereinabove and hereinafter provided, including without limitation Section 2.01(b), the Borrower may request a Borrowing hereunder, and repay or prepay Revolving Loans pursuant to Section 2.14 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereof.

(b)In no event shall the Borrower be entitled to request or receive any Borrowing that (i) would exceed the Available Commitments or (ii) would cause the Outstanding Credits to exceed the Commitments.

SECTION 2.02. Making the Revolving Loans.

(a)Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Time) on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of SOFR Rate Revolving Loans, or not later than 1:00 P.M. (New York City Time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Revolving Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereof. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing or facsimile in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Revolving Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of SOFR Rate Revolving Loans, the initial Interest Period for each such Revolving Loan. Each Lender shall, before 2:00 P.M. (New York City Time) (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account of its Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt

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of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower no later than 3:30 P.M.(New York City Time)promptlyin such manner as the Borrower shall have specified in the applicable Notice of Borrowing.

(b)Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select SOFR Rate Revolving Loans for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of the Lenders to make SOFR Rate Revolving Loans shall then be suspended pursuant to Section 2.12(b), 2.13 or 2.16, and (ii) Borrowings of more than one Type may be outstanding at the same time; provided, however, there shall be not more than 10 Borrowings at any one time outstanding.

(c)Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise SOFR Rate Revolving Loans, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Loan to be made by such Lender as part of such Borrowing when such Revolving Loan, as a result of such failure, is not made on such date.

(d)Unless the Administrative Agent shall have received written notice from a Lender prior to any Borrowing Date or, in the case of a Base Rate Loan, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Loan as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may, but shall not be required to, assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Loan available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.

(e)The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

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SECTION 2.03. [Reserved]

SECTION 2.04. Letters of Credit.

(a)Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, up to a maximum aggregate stated amount for all Letters of Credit at any one time outstanding equal to the LC Commitment Amount, on not less than twothreeBusiness Days’ prior notice thereof by delivery of (x) a Request for Issuance to the Administrative Agent and (y) such LC Issuing Bank’s standard form of Letter of Credit application for the requested Letter of Credit (including, for direct pay Letters of Credit, any reimbursement agreement or other standard form required by such LC Issuing Bank) to the letter of credit department of such LC Issuing Bank for the account of the Borrower. Each Letter of Credit shall be issued in a form acceptable to the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the identity of the applicable LC Issuing Bank, (ii) the date (which shall be a Business Day) of issuance of such Letter of Credit (or the date of effectiveness of such extension, modification or amendment) and the Stated Expiry Date thereof, (iii) the proposed stated amount of such Letter of Credit (which amount (A) shall not be less than $100,000 and (B) may be subject to any automatic increase and reinstatement provisions), (iv) the name and address of the beneficiary of such Letter of Credit and (v) a statement of drawing conditions applicable to such Letter of Credit, and if such Request for Issuance relates to an amendment or modification of a Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit thereto (except in the case of an extension of the Stated Expiry Date of any Bond Letter of Credit where no consent of the beneficiary is required for such extension). If so requested by the Borrower, a Letter of Credit may provide that it is automatically renewable for additional one-year periods if subject to an ability of the applicable LC Issuing Bank to not renew by giving notice of the same to the beneficiary of such Letter of Credit. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower prior to the issuance by the applicable LC Issuing Bank of the requested Letter of Credit or prior to the effectiveness of the requested extension, modification or amendment to a Letter of Credit, as applicable. Upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the relevant LC Issuing Bank shall issue (or extend, amend or modify) such Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish copies thereof to the Lenders that shall so request; provided that the LC Issuing Bank shall not issue or amend any Letter of Credit if such LC Issuing Bank has received notice from the Administrative Agent that the applicable conditions precedent have not been satisfied. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement. (i) On the Closing Date with respect to all Existing Letters of Credit and (ii) upon the date of issuance with respect to all other Letters of Credit, each Lender shall be deemed, without further action by any party hereto, to have irrevocably and unconditionally purchased from such LC Issuing Bank without recourse a participation in such Letter of Credit equal to such Lender’s Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Lender’s participation obligations in respect of Existing Letters of Credit shall be governed by this Agreement. Upon each modification of a Letter of Credit by any LC Issuing Bank which modifies the aggregate

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amount available to be drawn under such Letter of Credit, such LC Issuing Bank and the Lenders shall be deemed, without further action by any party hereto, to have purchased or sold, as appropriate, participations in such Letter of Credit such that each Lender’s participation in such Letter of Credit shall equal such Lender’s Commitment Percentage of such modified aggregate amount available to be drawn under such Letter of Credit. Each Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participation. Without limiting the foregoing, any LC Issuing Bank that issues a Bond Letter of Credit agrees that (i) all Bonds pledged to such LC Issuing Bank pursuant to any applicable Pledge Agreement or otherwise registered in the name of such LC Issuing Bank pursuant to the other Related Document will be held for the benefit of such LC Issuing Bank and the Lenders and (ii) to apply and/or remit all proceeds from the sale or remarketing of such Bonds in accordance with Section 2.17(f).

(b)The Borrower may from time to time appoint one or more additional Lenders (with the consent of any such Lender, which consent may be withheld in the sole discretion of each Lender) to act, either directly or through an Affiliate of such Lender, as an LC Issuing Bank hereunder. Any such appointment and the terms thereof shall be evidenced in a separate written agreement executed by the Borrower and the relevant LC Issuing Bank, a copy of which agreement shall be delivered by the Borrower to the Administrative Agent. The Administrative Agent shall give prompt notice of any such appointment to the other Lenders. Upon such appointment, if and for so long as such Lender shall have any obligation to issue any Letter of Credit hereunder or any Letter of Credit issued by such Lender shall remain outstanding, such Lender shall be deemed to be, and shall have all the rights and obligations of, an “LC Issuing Bank” under this Agreement.

(c)No Letter of Credit shall be requested, issued or modified hereunder if, after the issuance or modification thereof, (i) the Outstanding Credits would exceed the Commitments then scheduled to be in effect until the latest Termination Date, (ii) that portion of the LC Outstandings arising from Letters of Credit issued by an LC Issuing Bank would exceed the amount of such LC Issuing Bank’s Fronting Commitment or (iii) the LC Outstandings would exceed the LC Commitment Amount. No LC Issuing Bank shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain such LC Issuing Bank from issuing such Letter of Credit, or any law applicable to such LC Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such LC Issuing Bank shall prohibit, or request that the LC Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the LC Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the LC Issuing Bank is not otherwise compensated or required to be compensated hereunder), which restriction, reserve or capital requirement was not in effect on the date hereof, or shall impose upon the LC Issuing Bank any loss, cost or expense (not reimbursed or required to be reimbursed) that was not applicable on the date hereof and that the LC Issuing Bank in good faith deems material to it.

(d)The Borrower hereby agrees to pay to the Administrative Agent for the account of each LC Issuing Bank and each Lender that has funded its participation in the reimbursement obligations of the Borrower pursuant to subsection (e) below, on demand made by such LC

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Issuing Bank to the Borrower,no later than 12:00 noon (New York City Time)on and aftereach date on which such LC Issuing Bank shall pay any amount under any Letter of Credit issued by such LC Issuing Bank, a sum equal to the amount so paid (the “Reimbursement Amount”). Any Reimbursement Amount shall bear interest, payable on demand, from the date so paid by such LC Issuing Bank until repayment to such LC Issuing Bank in full at a fluctuating interest rate per annum equal to the interest rate applicable to Base Rate Loans plus, if any amount paid by such LC Issuing Bank under a Letter of Credit is not reimbursed by the Borrower within three Business Days, 2%. The Borrower may satisfy its obligation hereunder to repay the Reimbursement Amount by requesting a Borrowing under Section 2.02 (and which Borrowing shall be subject to the conditions in Section 2.02) in the amount of such Reimbursement Amount, and the proceeds of such Borrowing may be applied to satisfy the Borrower’s obligations to such LC Issuing Bank or the Lenders, as the case may be. The Borrower’s obligation to pay any Reimbursement Amount in respect of the Existing Letters of Credit shall be governed by the terms of this Agreement.

(e)If any LC Issuing Bank shall not have been reimbursed in full for any Reimbursement Amount in respect of a Letter of Credit issued by such LC Issuing Bank on the date of such payment, such LC Issuing Bank shall give the Administrative Agent and each Lender prompt notice thereof (an “LC Payment Notice”) no later than 12:00 noon (New York City Time) on the Business Day immediately succeeding the date of such payment by such LC Issuing Bank. Each Lender shall fund the participation that such Lender purchased pursuant to Section 2.04(a) by paying to the Administrative Agent for the account of such LC Issuing Bank an amount equal to such Lender’s Commitment Percentage of such Reimbursement Amount paid by such LC Issuing Bank, plus interest on such amount at a rate per annum equal to the Federal Funds Effective Rate, for the first three days from the date of the payment by such LC Issuing Bank, and, thereafter, until the date of payment to such LC Issuing Bank by such Lender, at a rate of interest equal to the rate applicable to Base Rate Loans. Each such payment by a Lender shall be made not later than 3:00 P.M. (New York City Time) on the later to occur of (i) the Business Day immediately following the date of such payment by such LC Issuing Bank and (ii) the Business Day on which such Lender shall have received an LC Payment Notice from such LC Issuing Bank. Each Lender’s obligation to make each such payment to the Administrative Agent for the account of such LC Issuing Bank shall be several and shall not be affected by the occurrence or continuance of a Default or the failure of any other Lender to make any payment under this Section 2.04(e). Each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(f)The failure of any Lender to make any payment to the Administrative Agent for the account of any LC Issuing Bank in accordance with subsection (e) above shall not relieve any other Lender of its obligation to make payment, but no Lender shall be responsible for the failure of any other Lender. If any Lender (a “non-performing Lender”) shall fail to make any payment to the Administrative Agent for the account of any LC Issuing Bank in accordance with subsection (e) above, then for so long as such failure shall continue, such LC Issuing Bank shall be deemed, for purposes of Sections 6.01 and 8.01 hereof, to be a Lender owed a Borrowing in an amount equal to the outstanding principal amount due and payable by such non-performing Lender to the Administrative Agent for the account of such LC Issuing Bank pursuant to subsection (e) above. Any non-performing Lender and the Borrower (without waiving any claim against such non-performing Lender for such non-performing Lender’s failure to fund its

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participation in the reimbursement obligations of the Borrower under subsection (e) above) severally agree to pay to the Administrative Agent for the account of such LC Issuing Bank forthwith on demand such amount, together with interest thereon for each day from the date such non-performing Lender would have funded its participation had it complied with the requirements of subsection (e) above until the date such amount is paid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to Base Rate Loans plus, if any amount paid by such LC Issuing Bank under a Letter of Credit is not reimbursed by the Borrower within three Business Days, 2%, in accordance with Section 2.04(d), and (ii) in the case of such non-performing Lender, the Federal Funds Effective Rate, for the first three days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate Loans.

(g)The payment obligations of each Lender under Section 2.04(e) and of the Borrower under this Agreement in respect of any payment under any Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following circumstances:

(i)any lack of validity or enforceability of this Agreement or any other agreement or instrument relating thereto or to such Letter of Credit;

(ii)any amendment or waiver of, or any consent to departure from, the terms of this Agreement or such Letter of Credit;

(iii)the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary, or any transferee, of such Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), any LC Issuing Bank, or any other Person, whether in connection with this Agreement, the transactions contemplated hereby, thereby or by such Letter of Credit, or any unrelated transaction;

(iv)any statement or any other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v)payment in good faith by any LC Issuing Bank under the Letter of Credit issued by such LC Issuing Bank against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit;

(vi)the use that may be made of any Letter of Credit by, or any act or omission of, the beneficiary of any Letter of Credit (or any Person for which the beneficiary may be acting); or

(vii)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

(h)Without limiting any other provision of this Section 2.04, for purposes of this Section 2.04 any LC Issuing Bank may rely upon any oral, telephonic, telegraphic, facsimile,

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electronic, written or other communication believed in good faith to have been authorized by the Borrower, whether or not given or signed by an authorized Person of the Borrower.

(i)The Borrower assumes all risks of the acts and omissions of any beneficiary or transferee of any Letter of Credit. Neither any LC Issuing Bank, the Lenders nor any of their respective officers, directors, employees, agents or Affiliates shall be liable or responsible for, and the Borrower’s reimbursement obligation in respect of any Letter of Credit shall not be affected by, (i) the use that may be made of such Letter of Credit or any acts or omissions of any beneficiary or transferee thereof in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by any LC Issuing Bank against presentation of documents that do not comply with the terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (iv) any dispute between or among the Borrower, any of its Affiliates, the beneficiary of any Letter of Credit or any financing institution or other party to whom any Letter of Credit may be transferred or any claims or defenses whatsoever of the Borrower or of its Affiliates against the beneficiary of any Letter of Credit or any such transferee; (v) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or (vi) any other circumstances whatsoever in making or failing to make payment under such Letter of Credit, except that the Borrower and each Lender shall have the right to bring suit against each LC Issuing Bank, and each LC Issuing Bank shall be liable to the Borrower and any Lender, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower or such Lender that the Borrower or such Lender proves, in a court of competent jurisdiction by final and nonappealable judgment, were caused by such LC Issuing Bank’s willful misconduct or gross negligence. In furtherance and not in limitation of the foregoing, each LC Issuing Bank may accept sight drafts and accompanying certificates presented under the Letter of Credit issued by such LC Issuing Bank that appear on their face to be in substantial compliance with the terms and conditions of the Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, and payment against such documents shall not constitute willful misconduct or gross negligence by such LC Issuing Bank. Notwithstanding the foregoing, no Lender shall be obligated to indemnify the Borrower for damages caused by any LC Issuing Bank’s willful misconduct or gross negligence.

(j)In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any application or other agreement submitted by the Borrower to, or entered into by the Borrower with, an LC Issuing Bank relating to any Letter of Credit issued by such LC Issuing Bank (including, for the avoidance of doubt, any Existing Letter of Credit), the terms and conditions of this Agreement shall control. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any application or other agreement related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

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(k)Any LC Issuing Bank may resign at any time by giving written notice thereof to the Administrative Agent, Lenders, the other LC Issuing Banks (if any) and the Borrower, provided that (i) there are no Letters of Credit outstanding with respect to such LC Issuing Bank at such time or (ii) unless the Borrower shall have agreed otherwise, another Lender or Affiliate thereof reasonably acceptable to the Borrower has agreed to serve as an LC Issuing Bank and commits in writing to issue one or more Letters of Credit in an aggregate amount at least equal to those of the resigning LC Issuing Bank. After the resignation of an LC Issuing Bank hereunder, such resigning LC Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an LC Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, renew or increase any existing Letter of Credit. Upon any such resignation, the Borrower and the resigning LC Issuing Bank may agree to replace or terminate any outstanding Letters of Credit issued by such LC Issuing Bank and to designate one or more Lenders as LC Issuing Banks to replace such LC Issuing Bank.

SECTION 2.05. Fees.

(a)The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee on the aggregate unused amount of such Lender’s Commitment (i) from the date hereof, in the case of each Initial Lender, and (ii) from the effective date specified in the Assignment and Assumption pursuant to which it became a Lender, in the case of each other Lender, in each case, until the latest Termination Date applicable to such Lender, payable quarterly in arrears on the fifteenth calendar day following the last day (or the immediatelysucceeding Business Day, if such day is not a Business Day)of each March, June, September and December, commencing June 30, 2022, and ending on such Termination Date. The commitment fee for any period will be equal to the Commitment Fee Rate in effect from time to time during such period, times an amount equal to the Commitments in effect at such time minus the aggregate principal amount of Loans and Letters of Credit outstanding during such period.

(b)The Borrower agrees to pay the fees payable by the Borrower in such amounts and on such terms as set forth in the Fee Letters.

(c)The Borrower agrees to pay to the Administrative Agent for the account of each Lender a fee (the “LC Fee”) on the average daily aggregate principal amount of each such Lender’s Commitment Percentage of the LC Outstandings (i) from the date hereof, in the case of each Initial Lender, and (ii) from the effective date specified in the Assignment and Assumption pursuant to which it became a Lender, in the case of each other Lender, in each case until the later to occur of (x) the Termination Date applicable to such Lender and (y) the date on which no Letters of Credit are outstanding, payable quarterly in arrears on the fifteenth calendar dayfollowing the last day (or the immediately succeeding Business Day, if such day is not aBusiness Day)of each March, June, September and December (commencing on June 30, 2022), and on such later date, at a rate equal at all times to the Applicable Margin in effect from time to time for SOFR Rate Revolving Loans.

(d)The Borrower agrees to pay to the Administrative Agent for the account of each LC Issuing Bank, (i) a fee (the “LC Fronting Fee”) equal to 0.20% of the stated amount of each

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Letter of Credit issued by such LC Issuing Bank hereunder, payable quarterly in arrears on the fifteenth calendar day following the last day (or the immediately succeeding Business Day, ifsuch day is not a Business Day)of each March, June, September and December (commencing on June 30, 2022) and ending on the Termination Date or such later date on which no such letter of credit issued by such LC Issuing Bank shall be outstanding, with the calculation based on the actual number of days elapsed in a year of 360 days and (ii) customary issuance, maintenance, drawing and administration fees in respect of such letters of credit.

(e)The Borrower shall pay to the Administrative Agent, for its own account, the annual administrative fee at the times and in the amount set forth in the Agent Fee Letter.

SECTION 2.06. Extension of the Termination Date.

(a)During the period from July 1, 2022 until the date that is 30 days prior to the then-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) one-year extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date that is 30 days after the Administrative Agent provides the Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request an unlimited number of extensions pursuant to this Section.

(b)If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender.

(c)If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which JPMCB acts as administrative agent. Any such proposed

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amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent

(i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date.

(d)Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

SECTION 2.07. Increase of the Commitments.

(a)The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $600,000,000650,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”).

(b)The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower

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authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date.

(c)Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.

(d)Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

SECTION 2.08. Termination or Reduction of the Commitments.

(a)The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of

$10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $600,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied.

(b)The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the

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Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender.

(c)The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06.

(d)Once terminated, a Commitment or any portion thereof may not be reinstated.

SECTION 2.09. Repayment of Loans.

(a)The Borrower shall repay to the Administrative Agent for the account of each Lender on the Termination Date applicable to such Lender the aggregate principal amount of the Revolving Loans made to the Borrower by such Lender then outstanding. Without limiting the foregoing, the Borrower shall also repay (to the Administrative Agent for the account of the Lenders) Revolving Loans, in each ease, to the extent and at the time required pursuant to the terms of any applicable Governmental Approval relating to the Borrower’s ability to incur Debt.

(b)If at any time the aggregate principal amount of Outstanding Credits exceeds the Commitments, the Borrower shall pay or prepay so much of the Borrowings and/or Cash Collateralize the LC Outstandings as shall be necessary in order that the Outstanding Credits minus the principal amount of Cash Collateral securing the LC Outstandings will not exceed the Commitments.

SECTION 2.10. Evidence of Indebtedness.

(a)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(b)The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

(c)The entries made in the accounts maintained pursuant to subsections (a) and (b) of this Section 2.10 shall, to the extent permitted by Applicable Law, be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans and interest thereon in accordance with their terms.

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(d)Any Lender may request that any Loans made by it be evidenced by one or more promissory notes. In such event, the Borrower shall prepare, execute and deliver to such Lender one or more promissory notes payable to such Lender (or, if requested by such Lender, to such Lender and its assignees) and in a form reasonably satisfactory to the Administrative Agent. Thereafter, the Loans evidenced by such promissory notes and interest thereon shall at all times (including after assignment pursuant to Section 8.07) be represented by one or more promissory notes in such form payable to the payee named therein.

SECTION 2.11. Interest on Loans.

The Borrower shall pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount shall be paid in full, at the following rates per annum:

(a)Base Rate Loans. During such periods as such Loan is a Base Rate Revolving Loan, a rate per annum equal at all times to the sum of (x) the Base Rate plus (y) the Applicable Margin for Base Rate Loans in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Base Rate Loan shall be Converted or paid in full.

(b)SOFR Rate Revolving Loans. During such periods as such Revolving Loan is a SOFR Rate Revolving Loan, a rate per annum equal at all times during each Interest Period for such Revolving Loan to the sum of (x) Adjusted Term SOFR for such Interest Period for such Revolving Loan plus (y) the Applicable Margin for SOFR Rate Revolving Loans in effect from time to time, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such SOFR Rate Revolving Loan shall be Converted or paid in full.

SECTION 2.12. Interest Rate Determination.

(a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.12, if:

(i)the Administrative Agent determines (which determination shall be conclusive absent manifest error) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR or Term SOFR (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period; or

(ii)the Administrative Agent is advised by the Required Lenders that prior to the commencement of any Interest Period for a Term Benchmark Borrowing, Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

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then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Borrowing in accordance with the terms of Section 2.02, any Notice of Borrowing that requests a Term Benchmark Revolving Borrowing shall instead be deemed to be a Notice of Borrowing for a Base Rate Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.12(a), then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Borrowing in accordance with the terms of Section 2.02, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan.

(b)Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause

(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(c)Notwithstanding anything to the contrary herein or in any other Loan Document, in connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(d)The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v)

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the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.12, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.12.

(e)Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either

(A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(f)Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to a Base Rate Borrowing. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.12, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan.

SECTION 2.13. Conversion of Revolving Loans.

(a)Voluntary. The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 12:00 noon (New York City Time) on the third U.S. Government Securities Business Day prior to the date of the proposed Conversion and subject to

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the provisions of Sections 2.12 and 2.16, Convert all or any part of Revolving Loans of one Type comprising the same Borrowing into Revolving Loans of the other Type or of the same Type but having a new Interest Period; provided, however, that any Conversion of SOFR Rate Revolving Loans into Base Rate Revolving Loans shall be made only on the last day of an Interest Period for such SOFR Rate Revolving Loans, any Conversion of Base Rate Revolving Loans into SOFR Rate Revolving Loans shall be in an amount not less than the minimum amount specified in Section 2.02(b) and no Conversion of any Revolving Loans shall result in more separate Borrowings than permitted under Section 2.02(b). Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Revolving Loans to be Converted, and (iii) if such Conversion is into SOFR Rate Revolving Loans, the duration of the initial Interest Period for each such Revolving Loan. Each notice of Conversion shall be irrevocable and binding on the Borrower.

(b)Mandatory.

(i)If the Borrower shall fail to select the Type of any Revolving Loan or the duration of any Interest Period for any Borrowing comprising SOFR Rate Revolving Loans in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and Section 2.13(a), or if any proposed Conversion of a Borrowing that is to comprise SOFR Rate Revolving Loans upon Conversion shall not occur as a result of the circumstances described in subsection (c) below, or if an Event of Default has occurred and is continuing and SOFR Rate Revolving Loans are outstanding, the Administrative Agent will forthwith so notify the Borrower and the Lenders, and (i) such Revolving Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Loans and (ii) the obligation of the Lenders to make, or to Convert Revolving Loans into, SOFR Rate Revolving Loans shall be suspended.

(ii)On the date on which the aggregate unpaid principal amount of SOFR Rate Revolving Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Loans shall automatically Convert into Base Rate Revolving Loans.

(c)Failure to Convert. Each notice of Conversion given pursuant to subsection (a) above shall be irrevocable and binding on the Borrower. In the case of any Borrowing that is to comprise SOFR Rate Revolving Loans upon Conversion, the Borrower agrees to indemnify each Lender against any loss, cost or expense incurred by such Lender if, as a result of the failure of the Borrower to satisfy any condition to such Conversion (including, without limitation, the occurrence of any Default), such Conversion does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments.

(d)Limitation on Certain Conversions. Notwithstanding any other provision of this Agreement to the contrary, the Borrower may not borrow Revolving Loans at Adjusted Term SOFR or Convert Revolving Loans resulting in SOFR Rate Revolving Loans at any time an Event of Default has occurred and is continuing.

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SECTION 2.14. Optional Prepayments of Loans.

The Borrower may prepay Loans, (i) upon at least two U.S. Government Securities Business Days’ notice, in the case of SOFR Rate Revolving Loans, and (ii) upon notice not later than 12:00 noon (New York City Time) on the date of prepayment, in the case of Base Rate Revolving Loans, to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and, if such notice is given, the Borrower shall prepay the outstanding principal amount of the Loans comprising part of the same Borrowing in whole or ratably in part, without penalty, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $100,000 in excess thereof and (y) in the event of any such prepayment of a Adjusted Term SOFR Loan, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c).

SECTION 2.15. Increased Costs.

(a)Increased Costs Generally. If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, assessment, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted Term SOFR) or any LC Issuing Bank;

(ii)other than (A) Indemnified Taxes and (B) Excluded Taxes, subject any Recipient to any Taxes on, or change the basis of taxation of payments to any Recipient in respect of, its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)impose on any Lender or any LC Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such LC Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, LC Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon the good faith request of such Lender, LC Issuing Bank or other Recipient, the Borrower will pay to such Lender, LC Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, LC Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b)Capital Requirements. If any Lender or LC Issuing Bank determines that any Change in Law affecting such Lender or LC Issuing Bank or any lending office of such Lender or such Lender’s or LC Issuing Bank’s holding company, if any, regarding capital or liquidity

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requirements, has or would have the effect of reducing the rate of return on such Lender’s or LC Issuing Bank’s capital or on the capital of such Lender’s or LC Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by any LC Issuing Bank, to a level below that which such Lender or LC Issuing Bank or such Lender’s or LC Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or LC Issuing Bank’s policies and the policies of such Lender’s or LC Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or LC Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or LC Issuing Bank or such Lender’s or LC Issuing Bank’s holding company for any such reduction suffered.

(c)Certificates for Reimbursement. A certificate of a Lender or LC Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or LC Issuing Bank or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender or LC Issuing Bank, as the case may be, promptly upon demand the amount shown as due on any such certificate.

(d)Delay in Requests. Failure or delay on the part of any Lender or LC Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or LC Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or LC Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender or LC Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or LC Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 2.16. Illegality.

If due to any Change in Law it shall become unlawful or impossible for any Lender (or its Lending Office) to make, maintain or fund its SOFR Rate Revolving Loans, and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make SOFR Rate Revolving Loans, or to Convert outstanding Revolving Loans into SOFR Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each SOFR Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either

(i) on the last day of the then current Interest Period applicable to such SOFR Rate Revolving

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Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such day.

SECTION 2.17. Payments and Computations.

(a)The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) on the day when due in Dollars to the Administrative Agent at the Agent’s Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders for the account of its Lending Office to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b)The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due.

(c)All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on Adjusted Term SOFR, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

(d)Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of SOFR Rate Revolving Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. Notwithstanding anything to the contrary contained herein, if the Termination Date shall occur on a date other than a Business Day, the Borrower shall repay to the Administrative Agent for the account of each Lender on the next preceding Business Day prior to the Termination Date

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the aggregate principal amount of the Revolving Loans made to the Borrower by the Lenders then outstanding.

(e)Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate.

(f)Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

SECTION 2.18. Taxes.

(a)Defined Terms. For purposes of this Section 2.18 and for the avoidance of doubt, the term “Lender” includes any LC Issuing Bank and the term “Applicable Law” includes FATCA.

(b)Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable

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under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c)Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d)Indemnification by the Borrower. The Borrower shall indemnify each Recipient, within 30 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 30 days after demand therefor, for any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so). Each Lender shall severally indemnify the Administrative Agent and the Borrower, within 30 days after demand therefor, for (i) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 8.07(d) relating to the maintenance of a Participant Register and (ii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or the Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent or the Borrower shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent or the Borrower to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent or the Borrower to the Lender from any other source against any amount due to the Administrative Agent or the Borrower under this subsection (e).

(f)Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 2.18, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g)Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition,

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any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.18(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)Without limiting the generality of the foregoing,

(A)any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), an executed IRS Form W-9 certifying that such Lender is exempt from

U.S. federal backup withholding tax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(i)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, an executed IRS Form W-8BEN-E or IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, an executed IRS Form W-8BEN-E or IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii)an executed IRS Form W-8ECI;

(iii)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) an executed IRS Form W-8BEN-E or IRS Form W-8BEN; or

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(iv)to the extent a Foreign Lender is not the beneficial owner, an executed IRS Form W-8IMY, accompanied by an executed IRS Form W-8ECI, IRS Form W-8BEN-E or IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(h)Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.18 (including by the payment of additional amounts pursuant to this Section 2.18), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant

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Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this subsection (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this subsection (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i)Survival. Each party’s obligations under this Section 2.18 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

SECTION 2.19. Sharing of Payments, Etc.

If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Commitment Percentage thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that:

(A)if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(B)the provisions of this Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender and any payment made pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c) or, in respect of SOFR Rate Revolving Loans converted into Base Rate Revolving Loans, pursuant to Section 2.16), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

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The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

SECTION 2.20. Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office. If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.18, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)Replacement of Lenders. If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18 and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with subsection (a) above, or if any Lender is a Declining Lender, a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 8.07), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.18) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if such Lender accepts such assignment); provided that:

(i)the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 8.07(b)(iv);

(ii)such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 8.04(c)) from the assignee (to the extent of such outstanding principal amounts and accrued interest and fees) or the Borrower (in the case of all other amounts);

(iii)in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section

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2.18, such assignment will result in a reduction in such compensation or payments thereafter;

(iv)such assignment shall not conflict with Applicable Law;

(v)in the case of any assignment resulting from a Lender becoming a Declining Lender or a Non-Consenting Lender, the applicable assignee shall have consented to the applicable extension, amendment, waiver or consent; and

(vi)No Default shall have occurred and be continuing.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 2.21. Defaulting Lenders.

(a)Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(i)Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and in Section 8.01.

(ii)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 6.01 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 8.05 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any LC Issuing Bank hereunder; third, to Cash Collateralize the LC Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.22; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order (x) to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) to Cash Collateralize the LC Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.22; sixth, to the payment of any amounts owing to the Lenders or the LC Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the LC Issuing Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of

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any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Outstandings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Outstandings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Outstandings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Outstandings are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.21(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)Certain Fees. (A) No Defaulting Lender shall be entitled to receive any commitment fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B)Each Defaulting Lender shall be entitled to receive LC Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Commitment Percentage of the LC Outstandings for which it has provided Cash Collateral pursuant to Section 2.22.

(C)With respect to any LC Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such LC Fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in LC Outstandings that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each LC Issuing Bank, as applicable, the amount of any such LC Fee otherwise payable to such Defaulting Lender to the extent allocable to such LC Issuing Bank’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such LC Fee.

(iv)Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in LC Outstandings shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Commitment Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) such reallocation does not cause the aggregate Outstanding Credits of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment and (y) such reallocation does not cause the aggregate Outstanding Credits of all Non-Defaulting Lenders to exceed the Commitments of all Non-Defaulting Lenders. Subject to Section 8.16, no reallocation hereunder shall constitute a waiver or

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release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v)Reduction of Available Commitments. The Borrower may terminate the Available Commitment of any Lender that is a Defaulting Lender in accordance with Section 2.08(b).

(b)Defaulting Lender Cure. If the Borrower, the Administrative Agent and each LC Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in LC Outstandings to be held pro rata by the Lenders in accordance with the Commitments (without giving effect to Section 2.21(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed in writing by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c)New Letters of Credit. So long as any Lender is a Defaulting Lender, no LC Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

(d)Bankruptcy Event or Bail-In Action of a Parent Company. If (i) a Bankruptcy Event or Bail-In Action with respect to a direct or indirect parent company of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any LC Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, no LC Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit, unless such LC Issuing Bank shall have entered into arrangements with the Borrower or such Lender, satisfactory to such LC Issuing Bank to defease any risk to it in respect of such Lender hereunder.

SECTION 2.22. Cash Collateral.

At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or any LC Issuing Bank (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the LC Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.21(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

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(i)Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the LC Issuing Banks, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of LC Outstandings, to be applied pursuant to paragraph (ii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the LC Issuing Banks as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(ii)Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.22 or Section 2.21 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of LC Outstandings (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(iii)Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce any LC Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.22 following (A) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (B) the determination by the Administrative Agent and each LC Issuing Bank that there exists excess Cash Collateral; provided that, subject to Section 2.21, the Person providing Cash Collateral and each LC Issuing Bank may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations.

ARTICLE III CONDITIONS PRECEDENT

SECTION 3.01. Conditions Precedent to Effectiveness.

The obligation of each Lender and each LC Issuing Bank to make the initial Extension of Credit to be made by it hereunder shall become effective on and as of the first date on which the following conditions precedent have been satisfied:

(a)The Administrative Agent shall have received on or before such date of effectiveness the following, each dated such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below) for each Lender and each LC Issuing Bank:

(i)A fully executed version of this Agreement and the other Loan Documents;

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(ii)Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower.

(iii)(A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Oregon as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Oregon (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.

(iv)Certified copies of the resolutions of the board of directors of the Borrower approving this Agreement and the other Loan Documents and of all documents evidencing other necessary corporate action and Governmental Approvals required for the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents.

(v)A certificate of the Secretary or Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder, and (B) that attached thereto are true and correct copies of the bylaws of the Borrower as in effect on such date.

(vi)A favorable opinion of in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.

(vii)A favorable opinion of special New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.

(b)On such date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated such date, stating that:

(i)The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and

(ii)No event has occurred and is continuing that constitutes a Default.

(c)The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, the Joint Lead Arrangers and the Lenders payable on the date hereof (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable).

(d)The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders reasonably in advance of the date hereof.

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(e)[reserved].

(f)The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuing Bank shall have reasonably requested through the Administrative Agent reasonably in advance of the date hereof.

SECTION 3.02. Conditions Precedent to each Extension of Credit.

The obligation of each Lender and each LC Issuing Bank to make each Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Loans outstanding immediately prior to the making of such Borrowing) shall be subject to the following statements being true on the date of such Borrowing (and each of the giving of the applicable Notice of Borrowing or Request for Issuance and the acceptance by the Borrower of the proceeds of any such Extension of Credit shall constitute a representation and warranty by the Borrower that on the date of such Extension of Credit such statements are true):

(i)The representations and warranties of the Borrower contained in Section

4.01 (other than the representations and warranties in the first sentence of Section 4.01(g), in Section 4.01(i) and in the first sentence of Section 4.01(n)) are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date, and

(ii)No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default.

SECTION 3.03. Conditions Precedent to Issuance of Each Bond Letter of Credit.

The obligation of each LC Issuing Bank to issue any Bond Letter of Credit in connection with any series of Bonds shall be subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 and the further conditions precedent that:

(a)The Administrative Agent shall have received on or before the date of such issuance the following, in form and substance reasonably satisfactory to the Administrative Agent and the applicable LC Issuing Bank and, to the extent requested by the Administrative Agent, in sufficient copies for each Lender:

(i)Counterparts of any Pledge Agreement relating to such Bonds, duly executed by the Borrower, the Administrative Agent and the applicable Custodian, or other evidence that the Bonds purchased with the proceeds of such Bond Letter of Credit will be effectively pledged to or held for the benefit of such LC Issuing Bank and the Lenders, and that a separate CUSIP number has been assigned to such Bonds.

(ii)Certified copies or originals of the other applicable Related Documents (which, in the case of the applicable Bonds, may be a specimen of such Bonds).

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(iii)Certified copies of the resolutions of the board of directors of the Borrower approving the Related Documents to which the Borrower is a party in connection with such Bond Letter of Credit, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the transactions contemplated by such Related Documents.

(iv)A certificate of the Secretary or Assistant Secretary of the Borrower certifying the names and true signatures of the Borrower authorized to sign the Related Documents to which the Borrower is a party in connection with such Bond Letter of Credit and the other documents to be delivered by the Borrower hereunder in connection with the issuance of such Bond Letter of Credit.

(v)A copy of the Official Statement, if any, relating to the Bonds to be supported by such Bond Letter of Credit.

(vi)A certificate of an authorized officer of the applicable Custodian certifying the names, true signatures and incumbency of the officers of such Custodian authorized to sign the applicable Pledge Agreement.

(vii)A certificate of an authorized officer of the applicable Trustee certifying the names, true signatures and incumbency of the officers of such Trustee authorized to make drawings under such Bond Letter of Credit.

(viii)A favorable opinion of counsel to the Borrower with respect to the Related Documents to which the Borrower is a party.

(ix)A reliance letter from bond counsel relating to the Bonds to be supported by such Bond Letter of Credit permitting the Lenders to rely on the approving opinion of bond counsel with respect to such Bonds.

(x)The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuing Bank shall have reasonably requested through the Administrative Agent reasonably in advance of the date hereof.

(b)On the date of such issuance, the following statements shall be true and correct, and the Administrative Agent shall have received on or before such date for the account of the applicable LC Issuing Bank and each Lender a certificate signed by a duly authorized officer of the Borrower, dated such date, stating that the following representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of such date, as though made on and as of such date:

(i)The execution, delivery and performance by the Borrower of each Related Document to which the Borrower is a party in connection with such Bond Letter of Credit, and the consummation of the transactions contemplated thereby, are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and shareholder action. Each Related Document to which the Borrower is stated to be a

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party in connection with such Bond Letter of Credit has been duly executed and delivered by the Borrower.

(ii)No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of any Related Document to which the Borrower is a party in connection with such Bond Letter of Credit, other than such authorizations, approvals, actions, notices and filings that have been obtained or made (as applicable) prior to such date.

(iii)The execution, delivery and performance by the Borrower of each Related Document to which the Borrower is a party in connection with such Bond Letter of Credit will not (A) violate (x) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (y) any Applicable Law,

(B) be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound, or

(C) result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and Liens required under this Agreement, except to the extent such conflict, breach or default referred to in the preceding clause (B), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(iv)Each Related Document to which the Borrower is a party in connection with such Bond Letter of Credit is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms.

(v)The representations and warranties of the Borrower in the Related Documents to which the Borrower is a party in connection with such Bond Letter of Credit are true and correct in all material respects (without duplication of any materiality qualifiers).

ARTICLE IV REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrower.

The Borrower represents and warrants as follows:

(a)The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Oregon and is duly qualified to do business and is in good standing as a foreign corporation under the laws of each state in which the ownership of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect, and each Material Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or otherwise organized.

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(b)The execution, delivery and performance by the Borrower of each Loan Document, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate action. Each Loan Document has been duly executed and delivered by the Borrower.

(c)No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document, other than such Governmental Approvals that have been duly obtained and are in full force and effect, which as of the date hereof include: Decision 88-04-062 of the Public Utilities Commission of the State of California dated April 27, 1988; Order No. 34927 of the Idaho Public Utilities Commission issued February 23, 2021, in Case No. PAC-E-21-02; Order No. 94-1240 and Order No. 98-158 of the Public Utility of Commission of Oregon issued August 17, 1994 and April 16, 1998, respectively; Order Establishing Compliance issued April 8, 1998, in Docket UE-980404, by the Washington Utilities and Transportation Commission; Order Approving Securities Exemption and Accepting the Substance and Format of the Quarterly Financing Activity Report To Be Filed Thereunder issued November 1, 2010, in Docket No. 20000-372-EA-10 (Record No. 12519), by the Public Service Commission of Wyoming; Report and Order issued May 10, 2007, in Docket No. 07-035-16, by the Public Service Commission of Utah; and Letter Order issued December 16, 2021, in Docket No. ES22-17-000, by the FERC.

(d)The execution, delivery and performance by Borrower of the Loan Documents will not (i) violate (A) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound or (iii) result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and Liens required under this Agreement, except to the extent such conflict, breach or default referred to in the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(e)Each Loan Document is the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by bankruptcy and similar laws affecting the enforcement of creditors’ rights generally and by the application of general equitable principles.

(f)The Borrower and each Material Subsidiary are in compliance with all Applicable Laws (including Environmental Laws), except to the extent that failure to comply would not reasonably be expected to have a Material Adverse Effect.

(g)There is no action, suit, proceeding, claim or dispute pending or, to the Borrower’s knowledge, threatened against or affecting the Borrower or any of its Material Subsidiaries, or any of its or their respective properties or assets, before any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. There is no injunction, writ, preliminary restraining order or any other order of any nature issued by any Governmental Authority directing that any material aspect of the

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transactions expressly provided for in any of the Loan Documents not be consummated as herein or therein provided.

(h)The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 2021, and the related consolidated statements of income, cash flows and stockholders’ equity for the fiscal year ended on such date, certified by Deloitte & Touche LLP, copies of which have heretofore been furnished to the Administrative Agent and each Lender, present fairly in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as may be disclosed therein).

(i)Since December 31, 2021, no event has occurred that could reasonably be expected to have a Material Adverse Effect.

(j)The Borrower and each Material Subsidiary have filed or caused to be filed all

U.S. Federal and other material tax returns that are required by Applicable Law to be filed, and have paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property; other than (i) with respect to taxes the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or the applicable Material Subsidiary, as the case may be, or (ii) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

(k)No ERISA Event has occurred other than as would not, either individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. There are no actions, suits or claims pending against or involving a Pension Plan (other than routine claims for benefits) or, to the knowledge of the Borrower or any of its ERISA Affiliates, threatened, that would reasonably be expected to be asserted successfully against any Pension Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. No lien imposed under the Internal Revenue Code or ERISA on the assets of the Borrower or any of its ERISA Affiliates exists or is likely to arise with respect to any Pension Plan. The Borrower and each of its Subsidiaries have complied with foreign law applicable to its Foreign Plans, except to the extent that failure to comply would not reasonably be expected to have a Material Adverse Effect.

(l)The Borrower is not engaged in the business of extending credit for the purpose of buying or carrying Margin Stock, and no proceeds of any Loan will be used to extend credit to others for the purpose of buying or carrying any Margin Stock. Following the application of the proceeds of any Extension of Credit, not more than 25% of the value of the assets of the Borrower and the Material Subsidiaries that are subject to the restrictions of Section 5.02(a) or

(m)constitute Margin Stock.

(n)Neither the Borrower nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

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(o)There are no claims, liabilities, investigations, litigation, notices of violation or liability, administrative proceedings, judgments or orders, whether asserted, pending or threatened, relating to any liability under or compliance with any applicable Environmental Law, against the Borrower or any Material Subsidiary or relating to any real property currently or formerly owned, leased or operated by the Borrower or any Material Subsidiary, that would reasonably be expected to have a Material Adverse Effect. No Hazardous Materials have been or are present or are being spilled, discharged or released on, in, under or from property (real, personal or mixed) currently or formerly owned, leased or operated by the Borrower or any Material Subsidiary in any quantity or manner violating, or resulting in liability under, any applicable Environmental Law, which violation or liability would reasonably be expected to have a Material Adverse Effect.

(p)No written statement or information furnished by or on behalf of the Borrower to the Administrative Agent, any Lender or any LC Issuing Bank in connection with the syndication or negotiation of this Agreement or delivered pursuant hereto, in each case as of the date such statement or information is made or delivered, as applicable, contained or contains, any material misstatement of fact or intentionally omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are, or will be made, not misleading.

(q)Each Material Subsidiary as of the date hereof is set forth on Schedule III.

(r)The Borrower has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, to the knowledge of the Borrower, their respective officers, directors and employees and their respective agents that will act in any capacity in connection with or benefit from the credit facility established hereby, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Borrower or any Subsidiary is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

ARTICLE V COVENANTS OF THE BORROWER

SECTION 5.01. Affirmative Covenants.

So long as any Loan or any other amount payable hereunder shall remain unpaid, any Letter of Credit shall remain outstanding or any Lender shall have any Commitment hereunder, the Borrower will:

(a)Payment of Taxes, Etc. Pay and discharge, and cause each Material Subsidiary to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or its property, and (ii) all lawful claims that, if unpaid, would by Applicable Law become a Lien upon its property, in each case, except to the extent that the failure to pay and discharge such amounts, either singly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; provided, however, that

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neither the Borrower nor any Material Subsidiary shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which adequate reserves are being maintained in accordance with GAAP.

(b)Preservation of Existence, Etc. Preserve and maintain, and cause each Material Subsidiary to preserve and maintain, its corporate, partnership or limited liability company (as the case may be) existence and all rights (charter and statutory) and franchises, except to the extent the failure to maintain such rights and franchises would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and any Material Subsidiary may consummate any merger or consolidation permitted under Section 5.02(b).

(c)Compliance with Laws, Etc. Comply, and cause each Material Subsidiary to comply with Applicable Law (with such compliance to include, without limitation, compliance with Environmental Laws, the Patriot Act, Anti-Corruption Laws and Sanctions), except to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect.

(d)Inspection Rights. At any reasonable time and from time to time, permit the Administrative Agent, any LC Issuing Bank or any Lender or any designated agents or representatives thereof, at all reasonable times and to the extent permitted by Applicable Law, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and any Material Subsidiary and to discuss the affairs, finances and accounts of the Borrower and any Material Subsidiary with any of their officers or directors and with their independent certified public accountants (at which discussion, if the Borrower or such Material Subsidiary so requests, a representative of the Borrower or such Material Subsidiary shall be permitted to be present, and if such accountants should require that a representative of the Borrower be present, the Borrower agrees to provide a representative to attend such discussion); provided that (i) such designated agents or representatives shall agree to any reasonable confidentiality obligations proposed by the Borrower and shall follow the guidelines and procedures generally imposed upon like visitors to the Borrower’s facilities, and (ii) unless an Event of Default shall have occurred and be continuing, such visits and inspections shall occur not more than once in any fiscal quarter.

(e)Keeping of Books. Keep, and cause each Material Subsidiary to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower and each such Material Subsidiary in accordance with GAAP.

(f)Maintenance of Properties, Etc. Maintain and preserve, and cause each Material Subsidiary to maintain and preserve, all of its properties that are material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

(g)Maintenance of Insurance. Maintain, and cause each Material Subsidiary to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which Borrower or any of its Material Subsidiaries operates to the extent available on commercially reasonable terms (the “Industry Standard”); provided, however, that the Borrower and each Material Subsidiary may

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self-insure to the same extent as other companies engaged in similar businesses and owning similar properties and to the extent consistent with prudent business practice; and provided, further, that if the Industry Standard is such that the insurance coverage then being maintained by Borrower and its Material Subsidiaries is below the Industry Standard, Borrower shall only be required to use its reasonable best efforts to obtain the necessary insurance coverage such that its and its Material Subsidiaries’ insurance coverage equals or is greater than the Industry Standard.

(h)Reporting Requirements. Furnish to the Lenders:

(i)within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a copy of the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by the chief financial officer, chief accounting officer, treasurer or assistant treasurer of the Borrower as having been prepared in accordance with generally accepted accounting principles and a certificate of the chief financial officer, chief accounting officer, treasurer or assistant treasurer of the Borrower as to compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP in effect on the date hereof;

(ii)within 120 days after the end of each fiscal year of the Borrower, a copy of the annual audit report for such year for the Borrower and its Consolidated Subsidiaries, containing a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for such fiscal year, in each case accompanied by an opinion by Deloitte & Touche LLP or other independent public accountants of nationally recognized standing, and a certificate of the chief financial officer, chief accounting officer, treasurer or assistant treasurer of the Borrower as to compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP in effect on the date hereof;

(iii)within five days after the chief financial officer or treasurer of the Borrower obtains knowledge of the occurrence of any Default, a statement of the chief financial officer or treasurer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto;

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(iv)within ten Business Days after the Borrower or any of its ERISA Affiliates knows or has reason to know that (A) the Borrower or any of its ERISA Affiliates has failed to comply with ERISA or the related provisions of the Internal Revenue Code with respect to any Pension Plan, and such noncompliance will, or could reasonably be expected to, result in material liability to the Borrower or its Subsidiaries, and/or (B) any ERISA Event (other than an ERISA Event as defined in clause (vi) of the definition of “ERISA Event”) has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and all notices received by the Borrower or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto;

(v)promptly after the commencement thereof, notice of all actions and proceedings before, and orders by, any Governmental Authority affecting the Borrower or any Material Subsidiary of the type described in Section 4.01(g);

(vi)together with the financial statements delivered in paragraphs (i) and (ii) of this Section 5.01(h), if Schedule III shall no longer set forth a complete and correct list of all Material Subsidiaries as of the last date of the period for which such financial statements were prepared, an updated Schedule III setting forth all Material Subsidiaries as of the last date of such period for which such financial statements have been prepared;

(vii)if requested by the Administrative Agent or any Lender, an updated Beneficial Ownership Certification to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, reflecting any change in the information provided in any Beneficial Ownership Certification delivered to the Administrative Agent or any Lender that would result in a change to the list of beneficial owners of the Borrower;

(viii)promptly upon the occurrence of a Reportable Compliance Event, notice of such occurrence; and

(ix)such other information respecting the Borrower or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request.

If the financial statements required to be delivered pursuant to Section 5.01(h)(i) or 5.01(h)(ii) are included in any Form 10-K or 10-Q filed by the Borrower, the Borrower’s obligation to deliver such documents or information to the Administrative Agent shall be deemed to be satisfied upon (x) delivery of a copy of the relevant form to the Administrative Agent within the time period required by such Section or (y) the relevant form being available on EDGAR and the delivery of a notice to the Administrative Agent (which notice may be delivered by electronic mail and/or included in the applicable compliance certificate delivered pursuant to Section 5.01(h)(i) or 5.01(h)(ii)) that such form is so available, in each case within the time period required by such Section.

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(i)Use of Proceeds. Use the proceeds of the Borrowings and the Letters of Credit for working capital and other general corporate purposes.

(j)Control of Purchased Bonds. So long as any Bond Letter of Credit shall remain outstanding, cause each Bond purchased with the proceeds of such Bond Letter of Credit to be subject to the Lien of an applicable Pledge Agreement or otherwise registered in the name of the applicable LC Issuing Bank, the Administrative Agent or any nominee of such LC Issuing Bank or of the Administrative Agent pending the remarketing of such Bonds pursuant to the applicable Remarketing Agreement and the other applicable Related Documents.

SECTION 5.02. Negative Covenants.

So long as any Loan or any other amount payable hereunder shall remain unpaid, any Letter of Credit shall remain outstanding or any Lender shall have any Commitment hereunder, the Borrower agrees that it will not:

(a)Liens, Etc. Create or suffer to exist, or cause or permit any Material Subsidiary to create or suffer to exist, any Lien on or with respect to any of its properties, including, without limitation, equity interests held by such Person in any Subsidiary of such Person, whether now owned or hereafter acquired, other than (i) Permitted Liens, (ii) Liens created under Section 2.22 or 6.02, (iii) Liens created by or pursuant to (x) the Mortgage and Deed of Trust, dated as of January 9, 1989, as amended, modified or supplemented, of PacifiCorp, entered into with The Bank of New York Mellon Trust Company, N.A. (as successor trustee to JPMorgan Chase Bank, N.A.) or (y) any other first mortgage indenture or similar agreement or instrument pursuant to which the Borrower or any of its Material Subsidiaries may issue bonds, notes or similar instruments secured by a lien on all or a substantial portion of its fixed assets, so long as under the terms of such other indenture or similar agreement or instrument no “cross-default” or similar “event of default” (howsoever designated) in respect of any bonds, notes or other instruments issued thereunder will be triggered by reference to a Default, and (iv) Liens, in addition to the foregoing, securing obligations not greater than the greater of (A) 7.5% of consolidated shareholders’ equity of all classes (whether common, preferred, mandatorily convertible preferred or preference) of the Borrower and (B) $100,000,000.

(b)Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the successor entity (if other than the Borrower) (A) assumes, in form reasonably satisfactory to the Administrative Agent, all of the obligations of the Borrower under this Agreement, (B) is a corporation or limited liability company formed under the laws of the United States of America, one of the states thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in Section 5.03 both before and after giving effect to such proposed transaction (determined as if such proposed transaction had occurred on the last day of the most recent fiscal quarter period preceding the date of such proposed transaction for which financial statements have been delivered pursuant to Section 5.01(h)) and (D) has long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P or Moody’s of at least BBB- and Baa3, respectively (or if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and Moody’s of at least A-3 and P-3, respectively), and (ii) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and provided, in each case of clause (i)

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where the successor entity is other than the Borrower, that the Administrative Agent shall have received, and be reasonably satisfied with, all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date of such proposed transaction.

(c)Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of all or substantially all of its assets to any Person, or grant any option or other right to purchase, lease or otherwise acquire such assets, except that the Borrower may sell, lease, transfer or otherwise dispose of all or substantially all of its assets to any Person so long as the requirements set forth in Section 5.02(b) are satisfied as if such disposition were a merger or consolidation in which the Borrower is not the surviving entity.

(d)Use of Proceeds. Use the proceeds of any Extension of Credit to buy or carry Margin Stock in violation of the Margin Regulations.

(e)Optional Redemption of Bonds. So long as any Bond Letter of Credit shall remain outstanding, cause or permit delivery of a notice of an optional redemption or purchase of the applicable Bonds or of a change in the interest modes (other than to or from a mode in which interest is payable at a rate determined daily or weekly) on such Bonds resulting in a mandatory redemption or purchase of such Bonds under the applicable Indenture, unless (i) the Borrower has deposited with the Administrative Agent, the applicable LC Issuing Bank or the applicable Trustee an amount equal to the principal of, premium, if any, and interest on such Bonds on the date of such redemption or purchase, or (ii) any notice of such redemption or purchase or change in the applicable interest mode is conditional upon receipt by the applicable Trustee or paying agent on or prior to the date fixed for the applicable redemption or purchase of funds (other than funds drawn under such Bond Letter of Credit) sufficient to pay the principal of, premium, if any, and interest on such Bonds on the date of such redemption or purchase.

(f)Amendments to Indenture. So long as any Bond Letter of Credit shall remain outstanding, amend, modify, terminate or grant, or permit the amendment, modification, termination or grant of, any waiver under (or consent to, or permit or suffer to occur any action or omission which results in, or is equivalent to, an amendment, modification, or grant of a waiver under) any provision of the applicable Indenture that would (i) directly affect the rights or obligations of the applicable LC Issuing Bank under the applicable Related Documents without the prior written consent of such LC Issuing Bank or (ii) have an adverse effect on the rights or obligations of the Lenders hereunder without the prior written consent of the Required Lenders.

(g)Official Statement. So long as any Bond Letter of Credit shall remain outstanding, refer to the applicable LC Issuing Bank in the Official Statement with respect to the applicable Bonds or make any changes in reference to such LC Issuing Bank in any revision, amendment or supplement without the prior consent of such LC Issuing Bank, or revise, amend or supplement such Official Statement without providing a copy of such revision, amendment or supplement, as the case may be, to such LC Issuing Bank.

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(h)Use of Proceeds of Bond Letter of Credit. So long as any Bond Letter of Credit shall remain outstanding, permit any proceeds of such Bond Letter of Credit to be used for any purpose other than the payment of the principal of, interest on, redemption price of and purchase price of the applicable Bonds.

(i)Compliance with Anti-Corruption Laws and Sanctions. The Borrower will not, directly or, to the knowledge of the Borrower, indirectly, use the proceeds of any Borrowing or any Letter of Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions by the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, any other party (including each Credit Party) to this Agreement or the other Loan Documents.

SECTION 5.03. Financial Covenant.

So long as any Loan shall remain unpaid, any Letter of Credit shall remain outstanding or any Lender shall have any Commitment hereunder, the Borrower will maintain a ratio of Consolidated Debt to Consolidated Capital of not greater than 0.65 to 1.00 as of the last day of each fiscal quarter.

ARTICLE VI EVENTS OF DEFAULT

SECTION 6.01. Events of Default.

If any of the following events (“Events of Default”) shall occur and be continuing:

(a)The Borrower shall fail to pay any principal of any Loan when the same becomes due and payable, or shall fail to pay any interest on any Loan or make any other payment of fees or other amounts payable under this Agreement within five days after the same becomes due and payable, or shall fail to provide Cash Collateral in accordance with Section 2.21(a)(v), 2.22 or

6.02 within five days after the same is required to be provided; or

(b)Any representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect in any material respect when made; or

(c)(i) The Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 5.01(b), 5.01(j), 5.02 or 5.03, or (ii) the Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Loan Document if such failure shall remain unremedied for 30 days after written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or

(d)The Borrower or any Material Subsidiary shall fail to pay any principal of or premium or interest on any Debt (other than Debt under this Agreement) that is outstanding in a

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principal amount in excess of $100,000,000 in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), prior to the stated maturity thereof; or

(e)Any judgment or order for the payment of money in excess of $100,000,000 to the extent not paid or insured shall be rendered against the Borrower or any Material Subsidiary and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(f)The Borrower or any Material Subsidiary shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any Material Subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any Material Subsidiary shall take any corporate action to authorize any of the actions set forth above in this subsection (f); or

(g)An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, has resulted in, or is reasonably likely to result in, a Material Adverse Effect; or

(h)(i) Berkshire Hathaway shall fail to own, directly or indirectly, at least 50% of the issued and outstanding shares of common stock of the Borrower, calculated on a fully diluted basis or (ii) Berkshire Hathaway Energy Company shall fail to own, directly or indirectly, at least 80% of the issued and outstanding shares of common stock of the Borrower, calculated on a fully diluted basis (each, a “Change of Control”); provided that, in each case of the foregoing clauses (i) and (ii), such failure shall not constitute an Event of Default unless and until a Rating Decline has occurred;

then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation of each

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Lender and each LC Issuing Bank to make Extensions of Credit to be terminated, whereupon the same shall forthwith terminate; (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the outstanding Borrowings, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the outstanding Borrowings, all such interest and all such amounts shall become and be forthwith due and payable by the Borrower, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States of America, (A) the obligation of each Lender and each LC Issuing Bank to make Extensions of Credit shall automatically be terminated and (B) the outstanding Borrowings, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) shall at the request, or may with the consent, of the Required Lenders by notice to the Borrower, give notice of the occurrence of an Event of Default to the Trustee for each series of Bonds supported by a Bond Letter of Credit issued for the account of the Borrower and instruct such Trustee either to accelerate such Bonds, thereby causing such Bond Letter of Credit to expire thereafter, per the terms of such Bond Letter of Credit, or to effect a mandatory tender of such Bonds; and (iv) shall at the request, or may with the consent, of the Required Lenders by notice to the Borrower, pursue any rights and remedies on behalf of the Lenders and the applicable LC Issuing Bank that the Administrative Agent may have under the Related Documents executed and delivered in connection with any Bond Letter of Credit.

In addition, if an “Event of Default” (or any other similar term) under and as defined in any Indenture executed and delivered in connection with any Bond Letter of Credit (a “Bond Event of Default”) shall have occurred and be continuing, such circumstance shall constitute an Event of Default hereunder solely for the purpose of permitting the exercise of the remedies described in clauses (iii) and (iv) of the immediately preceding paragraph with respect to the Bonds for which such Bond Event of Default exists and the related Bond Letter of Credit and not for any other purpose under this Agreement. For the avoidance of doubt, a Bond Event of Default shall not give the Administrative Agent the right to exercise any other remedy described in the immediately preceding paragraph, unless such Bond Event of Default, or the facts and circumstances underlying such Bond Event of Default, gives rise to another Event of Default otherwise described in Section 6.01.

SECTION 6.02. Actions in Respect of the Letters of Credit upon Default.

If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01, then the Administrative Agent may, or shall at the request of the Required Lenders, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit in an account designated in such demand (the “LC Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date. If at any time the Administrative Agent determines that any

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funds held in the LC Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral Account, an amount equal to the excess of (i) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date over (ii) the total amount of funds, if any, then held in the LC Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank to the extent permitted by Applicable Law.

ARTICLE VII

THE ADMINISTRATIVE AGENT

SECTION 7.01. Appointment and Authority.

Each Lender and each LC Issuing Bank hereby irrevocably appoints JPMCB to act on its behalf as the Administrative Agent hereunder, under the other Loan Documents and the Related Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the LC Issuing Banks, and the Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein, in any other Loan Document or any Related Document (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

SECTION 7.02. Rights as a Lender.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

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SECTION 7.03. Exculpatory Provisions.

(a)The Administrative Agent shall not have any duties or obligations except those expressly set forth herein, in the other Loan Documents and in the Related Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(i)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby, by the other Loan Documents or by the Related Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein, in the other Loan Documents or in the Related Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document, any Related Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(iii)shall not, except as expressly set forth herein, in the other Loan Documents or in the Related Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

(b)The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 6.01, 6.02 and 8.01), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by the Borrower, a Lender or an LC Issuing Bank.

(c)The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, any other Loan Document or any Related Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan

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Document, any Related Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

SECTION 7.04. Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of any Lender or an LC Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or such LC Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or such LC Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 7.05. Resignation of Administrative Agent.

(a)The Administrative Agent may at any time give notice of its resignation to the Lenders, the LC Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be (i) a commercial bank with an office in the United States having a combined capital and surplus of at least $500,000,000, or an Affiliate of any such bank with an office in the United States and (ii) subject to the approval of the Borrower so long as no Default shall have occurred and be continuing (such approval not to be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the LC Issuing Banks, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b)If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor, which shall be (i) a commercial bank with an office in the United States having a combined capital and surplus of at least $500,000,000, or an Affiliate of any such bank with an office in the United

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States and (ii) subject to the approval of the Borrower so long as no Default shall have occurred and be continuing (such approval not to be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c)With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each LC Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder, under the other Loan Documents or under the Related Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder, under the other Loan Documents and under the Related Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

(d)Notwithstanding anything in this Section 7.05 to the contrary, the retiring or removed Administrative Agent shall continue to hold any collateral (including cash collateral and collateral held under any Pledge Agreement) as bailee for the benefit of the LC Issuing Banks and the Lenders until a successor Administrative Agent has been appointed in accordance with this Section 7.05.

SECTION 7.06. Non-Reliance on Administrative Agent and Other Lenders.

Each Lender and LC Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and LC Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any Related Document or any related agreement or any document furnished hereunder or thereunder.

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SECTION 7.07. Indemnification.

Each Lender severally agrees to indemnify the Administrative Agent (to the extent not promptly reimbursed by the Borrower and without limiting its obligation to do so) from and against such Lender’s Commitment Percentage of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement, any other Loan Document or any Related Document or any action taken or omitted by the Administrative Agent under this Agreement, any other Loan Document or any Related Document; provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct, as proven in a court of competent jurisdiction by final and nonappealable judgment. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its Commitment Percentage of any costs and expenses (including, without limitation, fees and reasonable expenses of counsel) payable by the Borrower under Section 8.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower (and without limiting its obligation to do so) after request therefor. The failure of any Lender to reimburse the Administrative Agent promptly upon demand for its Commitment Percentage of any amount required to be paid by the Lender to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its Commitment Percentage of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s Commitment Percentage of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 7.07 shall survive the payment in full of principal, interest and all other amounts payable hereunder.

SECTION 7.08. No Other Duties, etc.

Anything herein to the contrary notwithstanding, none of the Joint Lead Arrangers, the “Joint Bookrunners”, the “Syndication Agents” or the Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement, any other Loan Document or any Related Document, except in its capacity, as applicable, as the Administrative Agent, a Lender or an LC Issuing Bank hereunder or thereunder.

SECTION 7.09. Erroneous Payments.

(a)If the Administrative Agent notifies a Lender, LC Issuing Bank or Credit Party, or any Person who has received funds on behalf of a Lender, LC Issuing Bank or Credit Party such Lender or LC Issuing Bank (any such Lender, LC Issuing Bank, Credit Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, LC Issuing Bank, Credit Party or other Payment Recipient on

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its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, LC Issuing Bank or Credit Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b)Without limiting immediately preceding clause (a), each Lender, LC Issuing Bank or Credit Party, or any Person who has received funds on behalf of a Lender, LC Issuing Bank or Credit Party such Lender or LC Issuing Bank, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, LC Issuing Bank or Credit Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i)(A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii)such Lender, LC Issuing Bank or Credit Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section7.09(b).

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(c)Each Lender, LC Issuing Bank or Credit Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender, LC Issuing Bank or Credit Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender, LC Issuing Bank or Credit Party from any source, against any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(d)In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender or LC Issuing Bank that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or Issuing Lender at any time, (i) such Lender or LC Issuing Bank shall be deemed to have assigned its Loans (but not its Commitments) of the relevant class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or LC Issuing Bank shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender or LC Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning LC Issuing Bank shall cease to be a Lender or LC Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning LC Issuing Bank and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or LC Issuing Bank shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender or LC Issuing Bank (and/or against any

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recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or LC Issuing Bank and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender, LC Issuing Bank or Credit Party under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

(e)The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party for the purpose of making a payment or prepayment of the obligations.

(f)To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine

(g)Each party’s obligations, agreements and waivers under this Section 7.09 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or LC Issuing Bank, the termination of the Commitments and/or the repayment, satisfaction or discharge of all obligations (or any portion thereof) under any Loan Document.

ARTICLE VIII MISCELLANEOUS

SECTION 8.01. Amendments, Etc.

Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding

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Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (vi) amend or waive this Section

8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and

8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.

SECTION 8.02. Notices, Etc.

(a)Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:

(i)if to the Borrower, to it at 825 N.E. Multnomah Street, Suite 1900, Portland, Oregon 97232-4116, Attention: Nikki L. Kobliha, Vice President, Chief Financial Officer and Treasurer (Facsimile: (503) 813-5625; Telephone No. (503) 813-5645);

(ii)if to the Administrative Agent, to JPMorgan Chase Bank, N.A. at 10 S Dearborn St, Floor L2S, Chicago, IL, 60603, Attention: Wasiris Vasquez; Telephone:

(312) 325-4008; Email: wasiris.vasquez@chase.com; for Credit matters: a copy to 8181 Communications Pkwy, Plano, TX 75024, Attention: Nancy Barwig (Telephone: (972) 324-1721; Email: nancy.r.barwig@jpmorgan.com);

(iii)if to any LC Issuing Bank identified on Schedule II hereto, at the address specified opposite its name on Schedule II hereto, and if to any other LC Issuing Bank, at such address as shall be designated by such LC Issuing Bank in a written notice to the Administrative Agent and the Borrower;

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(iv)if to any Initial Lender, at its Lending Office specified opposite its name on Schedule I hereto, and if to any other Lender at its Lending Office specified in the Assignment and Assumption pursuant to which it became a Lender.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications, to the extent provided in subsection (b) below, shall be effective as provided in said subsection (b).

(b)Electronic Communications. Notices and other communications to the Lenders and the LC Issuing Banks hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or any LC Issuing Bank pursuant to Section 2.02 or 2.04 if such Lender or such Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c)Change of Address, etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(d)Platform.

(i)The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available to the LC Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the “Platform”).

(ii)The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind,

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express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of communications through the Platform except to the extent that such damages are found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Agent Party’s gross negligence or willful misconduct. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Administrative Agent, any Lender or any LC Issuing Bank by means of electronic communications pursuant to this Section, including through the Platform.

SECTION 8.03. No Waiver; Remedies.

No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 8.04. Costs and Expenses; Indemnification.

(a)The Borrower agrees to pay promptly upon demand (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement, and (ii) all reasonable out of pocket expenses incurred by any LC Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Borrower further agrees to pay promptly upon demand all reasonable costs and expenses of the Administrative Agent, the Lenders and the LC Issuing Banks, if any, (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, including, without limitation, reasonable fees and expenses of one outside counsel for the Administrative Agent, the Lenders and the LC Issuing Banks taken

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as a whole in connection with the enforcement of rights under this Section 8.04(a) (and, with respect to matters referred to in clause (A) of this sentence only, separate counsel for the Administrative Agent, any Lender and any LC Issuing Banks to the extent needed to avoid an actual or potential conflict of interest).

(b)The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers, each Lender and each LC Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit, and shall reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party (but if not a party thereto, then only with respect to such proceedings where such Indemnified Party (i) is subject to legal process or other compulsion of law, (ii) believes in good faith that it will be so subject, or

(iii)believes in good faith that it is necessary or appropriate for it to resist any legal process or other compulsion of law which is purported to be asserted against it) and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. This Section 8.04(b) shall not apply with respect to Taxes that are Indemnified Taxes, Excluded Taxes or Taxes that are covered by Section 2.15(a)(ii).

(c)If any payment of principal of, or Conversion of, any SOFR Rate Revolving Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Revolving Loan, as a result of a payment or Conversion pursuant to Section 2.06(c), 2.07(c), 2.09, 2.12(b), 2.13, 2.14, 2.15 or 2.16, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01, assignment to another Lender upon demand of the Borrower pursuant to Section 2.20(b) or for any other reason (in the case of any such payment or Conversion), the Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the

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account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Loan.

(d)Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.15, 2.16, 2.19 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder.

(e)The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence or willful misconduct.

(f)In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, the Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

SECTION 8.05. Right of Set-off.

Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative

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Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 8.06. Binding Effect.

This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent and when the Administrative Agent shall have been notified by each Initial Lender that such Initial Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent each Lender and each LC Issuing Bank (upon its appointment pursuant to Section 2.04) and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of all of the Lenders.

SECTION 8.07. Assignments and Participations.

(a)Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, each Lender and each LC Issuing Bank, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the LC Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)Minimum Amounts.

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(A)in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in subsection (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii)Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned.

(iii)Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A)the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender or an Affiliate of a Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received written notice thereof;

(B)the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment or an Affiliate of such Lender; and

(C)the consent of each LC Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.

(iv)Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and

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recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v)No Assignment to Certain Persons. No such assignment shall be made to

(A) the Borrower or any of the Borrower’s Affiliates (except for any Affiliate of Berkshire Hathaway not controlled directly or indirectly by the Borrower that is a commercial lender acquiring rights and obligations under this Agreement in the ordinary course of its business) or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

(vi)No Assignment to Natural Persons. No such assignment shall be made to a natural Person.

(vii)Certain Additional Payments.    In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may    be    outright    payment,    purchases    by        the    assignee    of    participations    or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each LC Issuing Bank and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this subsection, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection

(c)of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or

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transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c)Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments and Termination Date of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower, any LC Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates (except for any Affiliate of Berkshire Hathaway not controlled directly or indirectly by the Borrower that is a commercial lender acquiring participations under this Agreement in the ordinary course of its business) or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Administrative Agent, the LC Issuing Banks and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 7.07 with respect to any payments made by such Lender to its Participant(s).

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 8.01 requiring the consent of each Lender directly affected thereby that directly affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.18 and 8.04(c) (subject to the requirements and limitations therein, including the requirements under Section 2.18(g) (it being understood that the documentation required under Section 2.18(g) shall be delivered to the participating Lender or the applicable Withholding Agent to the extent required by Applicable Law)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant

(A) agrees to be subject to the provisions of Section 2.20 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15 or 2.18, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results

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from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.20(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.05 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.19 as though it were a Lender.    Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or to comply with other requirements under applicable tax law.    The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central banking authority; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 8.08. Confidentiality.

Neither the Administrative Agent nor any Lender shall disclose any Confidential Information to any other Person without the consent of the Borrower, other than (i) to the Administrative Agent’s or such Lender’s Affiliates and their officers, directors, employees, agents and advisors, to the Administrative Agent or a Lender and, as contemplated by Section 8.07, to actual or prospective assignees and participants, and then only on a confidential basis,

(ii) as required by any law, rule or regulation or judicial process, (iii) to any rating agency when required by it, provided, that, prior to any such disclosure, such rating agency, commercial paper dealer or provider shall undertake to preserve the confidentiality of any Confidential Information received by it from such Lender, (iv) as requested or required by any state, federal or foreign authority or examiner regulating banks, banking or other financial institutions, (v) to any direct, indirect, actual or prospective counterparty (and its advisor) to any swap, derivative or securitization transaction related to the obligations under this Agreement on a confidential basis,

(vi) to any credit insurance provider relating to the Borrower and its obligations on a confidential basis and (vii) pursuant to a request or requirement from a regulatory authority (governmental or non-governmental self-regulatory authority) having jurisdiction over a Lender; provided that unless prohibited by Applicable Law, each Lender and the Administrative Agent agree, prior to

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disclosure thereof, to notify the Borrower of any request for disclosure of any such Confidential Information (x) by any Governmental Authority or representative thereof (other than any such request in connection with an examination of such Lender or the Administrative Agent by such Governmental Authority) or (y) pursuant to legal process.

SECTION 8.09. Governing Law.

EACH LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

SECTION 8.10. Severability.

In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired hereby.

SECTION 8.11. Execution in Counterparts.

This Agreement may be executed in any number of counterparts and by different 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. Delivery of an executed counterpart of a signature page to this Agreement by telecopier or other electronic transmission (including by e-mail with a PDF attachment of an executed counterpart) shall be effective as delivery of an original executed counterpart of this Agreement.

SECTION 8.12. Jurisdiction, Etc.

(a)Each party hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, any LC Issuing Bank, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in the Borough of Manhattan in New York City, and of the United States District Court of the Southern District of New York sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each party hereto agrees that a final judgment in any such action, litigation 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.

(b)The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan

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Document in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c)Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 8.02. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

SECTION 8.13. Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) OR THE ACTIONS OF THE ADMINISTRATIVE AGENT, ANY LC ISSUING BANK, THE BORROWER OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. TO THE EXTENT THEY MAY LEGALLY DO SO, BORROWER, THE ADMINISTRATIVE AGENT, THE LC ISSUING BANKS AND THE LENDERS HEREBY AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTY OR PARTIES HERETO TO WAIVER OF ITS OR THEIR RIGHT TO TRIAL BY JURY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 8.14. USA Patriot Act.

Each Lender that is subject to the Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law as of October 26, 2001)) (as amended, restated, modified or otherwise supplemented from time to time, the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Patriot Act. The Borrower shall, and shall cause each of its Subsidiaries to, provide to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act, including, without limitation,

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the Beneficial Ownership Regulation for the Borrower to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation..

SECTION 8.15. No Fiduciary Duty.

The Credit Parties and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Documents or the Related Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents and the Related Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters), and (y) each Lender Party is acting solely as principal hereunder and under the other Loan Documents and the Related Documents and not as the agent or fiduciary of the Borrower, its management, securities holders or creditors. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with the transactions contemplated by the Loan Documents or the Related Documents or the process leading thereto.

SECTION 8.16. Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)the effects of any Bail-In Action on any such liability, including, if

applicable:

(i)a reduction in full or in part or cancellation of any such liability;

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(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

SECTION 8.17. No Novation; Reaffirmation.

The Borrower agrees that this Agreement amends and restates and is substituted for (and is not executed in novation of) the Existing Credit Agreement and that the outstanding obligations of the Borrower under the Existing Credit Agreement (as well as any new obligations incurred on the Closing Date) are now evidenced by this Agreement. All “Loans” and “Borrowings” made and other obligations incurred under (and as defined in) the Existing Credit Agreement which remain outstanding on the Closing Date shall continue as Loans, Borrowings and other obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents and the Borrower hereby reaffirms all such obligations after giving effect to the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.

SECTION 8.18. Certain ERISA Matters.

(a)Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true:

(i)such Lender is not using “plan assets” (within the meaning of 29 CFR

§2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement,

(ii)the transaction exemption set forth in one or more PTEs, such as PTE84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such

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Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection

(a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b)In addition, unless either (1) sub-clause (i) in the immediately preceding clause

(a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

[Remainder of page intentionally left blank.]

ANNEX B

Schedule I to Credit Agreement

See attached.

SCHEDULE I

LIST OF COMMITMENT AMOUNTS AND LENDING OFFICES PACIFICORP

U.S. $2,000,000,000 Third Amended and Restated Credit Agreement

Name of Bank	Commitment Amount	Lending Office
JPMorgan Chase Bank, N.A.	$117,634,075.86	10 S Dearborn St, Floor L2S Chicago, IL, 60603 Contact: Wasiris Vasquez Phone: (312) 325-4008 Email: wasiris.vasquez@chase.com Group Email: na_cpg@jpmorgan.com
Mizuho Bank, Ltd.	$117,634,075.86	1271 Avenue of the Americas New York, New York 10020 Contact: Andrew Taylor Phone: (212) 282-4114 Email: andrew.taylor@mizuhogroup.com
MUFG Bank, Ltd.	$117,634,075.86	1251 Avenue of the Americas New York, NY 10020-1104 Contact: Brian Williams Phone: (713) 655-3840 Email: brwilliams@us.mufg.jp Group Email: irisuscb@us.mufg.jp
Wells Fargo Bank, National Association	$117,634,075.86	90 S. 7th Street MAC: N9305-156 Minneapolis, MN 55402 Contact: Greg Gredvig Phone: (612) 667-4832 Fax : (612) 316-0506 Email: gregory.r.gredvig@wellsfargo.com Group Email: RKELCLNSVPayments@wellsfargo.com
Barclays Bank PLC	$117,634,075.86	745 Seventh Avenue New York, New York 10019 Contact: Manoj Jain Phone: (201) 499-2063 Email: manoj.jain@barclays.com
Citibank, N.A.	$117,634,075.86	399 Park Avenue, 16th Floor 5 New York, New York 10043 Contact: Loan Administration Phone: (302) 894-6052 Fax: (212) 994-0847 Email: GLOriginationOps@citi.com

Sumitomo Mitsui Banking Corporation	$117,634,075.86	277 Park Avenue New York, New York 10172 Contact: Emily Estevez Phone: (212) 224-4177   Fax : (212) 224-4384 Email: eestevez@smbclf.com
U.S. Bank National Association	$117,634,075.86	209 S. LaSalle St. Chicago, IL 60604 Contact: John M. Eyerman Phone: (312) 325-2032 Email: john.eyerman@usbank.com Group Email: CLSSyndicationServicesTeam@usbank.com
National Cooperative Services Corporation (NCSC)	$62,500,000.00	20701 Cooperative Way Dulles, Virginia 20166 Contact: Paula Kramp Phone: (703) 467-2733 Fax: (703) 467-5653 Email: Paula.Kramp@nrucfc.coop
Bank of America, N.A.	$117,634,075.86	One Bryant Park New York, NY 10036 Contact: Michael Moulton Phone: (646) 855-5783 Email: michael.moulton@bofa.com Group Email: Bank_of_America_As_Lender_3@baml.com
Bank of Montreal	$84,000,000.00	115 S. LaSalle St., 17th Floor West Chicago, IL 60603 Contact: Michael Cummings Phone: (929) 837-9074 Email: michael.cummings@bmo.com
PNC Bank, National Association	$117,634,075.86	249 Fifth Avenue One PNC Plaza Pittsburgh, Pennsylvania 15222 Contact: Janet Gordon Phone: (440) 546-6564 Fax: (877) 717-5502 Email: janet.gordon@pnc.com Group Email: ParticipationCloserRequests@pnc.com

Royal Bank of Canada	$84,000,000.00	Three World Financial Center 200 Vesey Street, 5th Floor New York, NY 10281 Contact: Global Loans Administration Phone: (212) 428-2372 Fax: (212) 428-2372 Email: RBCNewYorkGLA3@rbc.com
TD Bank, N.A.	$84,000,000.00	1 Vanderbilt Avenue, 12th Floor New York, NY 10017 Contact: Paul Yoon Email: paul.yoon@tdsecurities.com Group Email: TDBNANotices@tdsecurities.com
The Bank of Nova Scotia	$84,000,000.00	720 King Street W-2nd floor, Toronto, Ontario, Canada M5V 2T3 Primary Contact: Priyanka Rao Secondary Contact: Jamie Breese Phone: (212) 225-5705 Fax: (212) 225-5709 Email: GWSUSCorp_LoanOps@scotiabank.com
Canadian Imperial Bank of Commerce, New York Branch	$84,000,000.00	595 Bay Street, 5th Floor Toronto, ON M5G 2C2 Contact: Angela Tom Phone: (416) 542-4446 Fax: (905) 948-1934
CoBank, ACB	$64,645,000.00	6340 S. Fiddlers Green Circle Greenwood Village, CO 80111 Contact: Credit Information Services Fax : (303) 224-6101 Email: CIServices@cobank.com
KeyBank National Association	$37,986,987.84	4900 Tiedeman Road Brooklyn, OH 44144 Contact: KAS Servicing Phone: (216) 813-5647 Fax : (216) 370-5997 Email: kas_servicing@keybank.com Group Email: kas_servicing@keybank.com
National Australia Bank Limited	$64,645,000.00	245 Park Ave. 28th Floor New York, NY 10167 Contact: Eli Davis Phone: (212) 916-9550 Email: eli.davis@nabny.com

The Bank of New York Mellon	$64,645,000.00	6023 Airport Road Oriskany, NY 13424 Contact: CBLA Phone: None Fax: (315) 765-4822 Email: CBLA2@bnymellon.com
Truist Bank	$84,000,000.00	303 Peachtree St, NE Atlanta, GA 30308 Contact: Lauren Gallagher Phone: (404) 926-5674 Email: dl.cib.cross.booking@truist.com
The Northern Trust Company	$25,237,253.56	50 S. LaSalle Street Chicago, Illinois 60603 Contact: Lisa DeCristofaro Phone: (312) 444-2336 Email: lm79@ntrs.com
TOTAL	$2,000,000,000

Schedule II to Credit Agreement

See attached.

SCHEDULE II

LIST OF FRONTING COMMITMENTS PACIFICORP

U.S. $2,000,000,000 Third Amended and Restated Credit Agreement

LC Issuing Bank	LC Issuing Bank Address	Fronting Commitment
JPMorgan Chase Bank, N.A.	8181 Communications Pkwy Plano, TX 75024 Contact: Nancy Barwig Phone: (972) 324-1721 Email: nancy.r.barwig@jpmorgan.com Group Email : na_cpg@jpmorgan.com	$100,000,000
U.S. Bank National Association	1700 Farnam Street Omaha, Nebraska 68102 Contact: Karen Nelsen Phone: (402) 536-5104 Fax : (402) 536-5213 Email: karen.nelsen@usbank.com Group Email: CLSSyndicationServicesTeam@usbank.com	$100,000,000
Bank of America, N.A.	1 Fleet Way Scranton, Pennsylvania 18507 Contact: Michael A. Grizzanti Phone: 570-496-9621 Fax: 1-800-755-8743 Group Email: scranton_standby_lc@bofa.com	$55,000,000

EX-10.6

EXHIBIT 10.6

Execution Version

FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 30, 2023, is by and among MIDAMERICAN ENERGY COMPANY, an Iowa corporation (the “Borrower”), the banks, financial institutions and other institutional lenders listed on the signature pages hereto (the “Lenders”), and MIZUHO BANK, LTD., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and the LC Issuing Banks. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

W I T N E S S E T H

WHEREAS, the Borrower, the banks, financial institutions and other institutional lenders party thereto, and the Administrative Agent are parties to that certain Third Amended and Restated Credit Agreement dated as of June 30, 2022 (as may be amended, amended and restated, modified, extended, restated, replaced, or otherwise supplemented from time to time, the “Existing Credit Agreement”; and, as amended by this Amendment, the “CreditAgreement”);

WHEREAS, the Borrower has requested that the Lenders amend certain provisions of the Existing Credit Agreement; and

WHEREAS, the Lenders are willing to make such amendments to the Existing Credit Agreement, in accordance with and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
AMENDMENTS TO CREDIT AGREEMENT

1.1Amendments to Existing Credit Agreement. The Existing Credit Agreement is hereby amended to delete the red stricken text (indicated textually in the same manner as the following example:stricken text), add the blue double-underlined text (indicated textually in the same manner as the following example:double-underlined text) and move the green stricken text (indicated textually in the same manner as the following example:stricken text) to where the green underlined text is located (indicated textually in the same manner as the following example:underlined text), as set forth in the conformed copy of the Credit Agreement attached as Annex A hereto.

59171627

1.2Amendments to Schedule II to Existing Credit Agreement. Schedule II to the Existing Credit Agreement is hereby amended and restated as set forth on Annex B hereto. No other Schedules or Exhibits to the Existing Credit Agreement shall be modified or otherwise affected.

ARTICLE II
CONDITIONS TO EFFECTIVENESS

2.1Closing Conditions. This Amendment shall become effective as of the day and year set forth above (the “Amendment Effective Date”) upon satisfaction (or waiver) of the following conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent):

(a)The Administrative Agent shall have received a copy of this Amendment duly executed by the Borrower, the Lenders and the Administrative Agent.

(b)The Administrative Agent shall have received promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d) of the Credit Agreement, duly executed by the Borrower.

(c)The Administrative Agent shall have received a certificate from the Secretary of State of Iowa (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.

(d)The Administrative Agent shall have received certified copies of the resolutions of the board of directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and Governmental Approvals required for the execution, delivery and performance by the Borrower of this Amendment.

(e)The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Amendment, and (B) that attached thereto are true and correct copies of the bylaws of the Borrower as in effect on such date.

(f)The Administrative Agent shall have received a favorable opinion of in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.

(g)The Administrative Agent shall have received a favorable opinion of New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.

(h)On such date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated such date, stating that:

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(i)the representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and

(ii)no event has occurred and is continuing that constitutes a Default.

(i)The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, the Joint Lead Arrangers and the Lenders payable on the date hereof (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable).

(j)The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders reasonably in advance of the date hereof.

(k)The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuing Bank shall have reasonably requested through the Administrative Agent reasonably in advance of the date hereof.

ARTICLE III
MISCELLANEOUS

3.1Amended Terms. On and after the Amendment Effective Date, all references to the “Credit Agreement” in each of the Loan Documents shall hereafter mean the Credit Agreement.

3.2Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:

(a)The execution, delivery and performance by the Borrower of this Amendment, and the consummation of the transactions contemplated hereby, are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate action. This Amendment has been duly executed and delivered by the Borrower.

(b)No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of this Amendment.

(c)The execution, delivery and performance by the Borrower of this Amendment will not (i) violate (A) the articles of incorporation or bylaws (or

3

comparable documents) of the Borrower or any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound or (iii) result in the creation or imposition of any Lien on the property of the Borrower or any of its Material Subsidiaries other than Permitted Liens and Liens required under the Credit Agreement, except to the extent such conflict, breach or default referred to in the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(d)The representations and warranties, as to the Borrower, set forth in Section 4.01 of the Credit Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are specifically qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date).

(e)After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default.

3.3Loan Document. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement.

3.4Expenses. Without duplication to the costs and expenses set forth in Section 2.1(h) hereof, the Borrower agree to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Administrative Agent’s legal counsel.

3.5Further Assurances. The Borrower agrees to promptly take such action, upon the reasonable request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.

3.6Entirety. This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

3.7Counterparts; Electronic Execution. This Amendment may be executed in any number of counterparts and by different 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. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic transmission (including by e-mail with a PDF attachment of an executed counterpart) shall be effective as delivery of an original executed counterpart of this Amendment.

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3.8No Actions, Claims, Etc. As of the date hereof, the Borrower hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.

3.9GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

3.10Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

3.11Jurisdiction, Etc.; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Section 8.12 and 8.13 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly

executed on the date first above written.

MIDAMERICAN ENERGY COMPANY,
as the Borrower
By:	/s/ James C. Galt
	James C. Galt
	Treasurer
By:
	Blake M. Groen
	Vice President & Chief Financial Officer

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly

executed on the date first above written.

MIDAMERICAN ENERGY COMPANY,
as the Borrower
By:
	James C. Galt
	Treasurer
By:	/s/ Blake M. Groen
	Blake M. Groen
	Vice President & Chief Financial Officer

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

MIZUHO BANK, LTD.,
as Administrative Agent, Lender and LC Issuing
Bank
By	/s/ Edward Sacks
	Name: Edward Sacks
	Title: Authorized Signatory

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

LENDERS:
JPMORGAN CHASE BANK, N.A., as Lender
By	/s/ Nancy R. Barwig
	Name: Nancy R. Barwig
	Title: Executive Director

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Lender
By	/s/ Gregory R. Gredvig
	Name: Gregory R. Gredvig
	Title: Director

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

MUFG BANK, LTD., as Lender
By	/s/ Ricky Vargas
	Name: Ricky Vargas
	Title: Vice President

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

CITIBANK, N.A., as Lender
By	/s/ Daniel Boselli
	Name: Daniel Boselli
	Title: Vice President

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

U.S. BANK NATIONAL ASSOCIATION, as
Lender
By	/s/ John M. Eyerman
	Name: John M. Eyerman
	Title: Senior Vice President

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

BARCLAYS BANK PLC, as Lender and LC
Issuing Bank
By	/s/ Sydney G. Dennis
	Name: Sydney G. Dennis
	Title: Director

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

SUMITOMO MITSUI BANKING
CORPORATION, as Lender and LC Issuing Bank
By	/s/ Suela Von Bargen
	Name: Suela Von Bargen
	Title: Director

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

BANK OF AMERICA, N.A., as Lender and LC
Issuing Bank
By	/s/ Dee Dee Parkas
	Name: Dee Dee Parkas
	Title: Managing Director

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

ROYAL BANK OF CANADA, as Lender
By	/s/ Martina Wellik
	Name: Martina Wellik
	Title: Authorized Signatory

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

THE BANK OF NOVA SCOTIA, as Lender
By	/s/ David Dewar
	Name: David Dewar
	Title: Director

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

BANK OF MONTREAL, as Lender
By	/s/ Michael Cummings
	Name: Michael Cummings
	Title: Managing Director

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

PNC BANK, NATIONAL ASSOCIATION, as
Lender
By	/s/ Rachel Kozemchak
	Name: Rachel Kozemchak
	Title: Assistant Vice President

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

TD BANK, N.A., as Lender
By	/s/ Bernadette Collins
	Name: Bernadette Collins
	Title: Senior Vice President

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

COBANK, ACB, as Lender
By	/s/ Jared A Greene
	Name: Jared A Greene
	Title: Assistant Corporate Secretary

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

TRUIST BANK, as Lender
By	/s/ Catherine Strickland
	Name: Catherine Strickland
	Title: Vice President

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

CANADIAN IMPERIAL BANK OF
COMMERCE, NEW YORK BRANCH, as Lender
By	/s/ Amit Vasani
	Name: Amit Vasani
	Title: Managing Director

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

KEYBANK NATIONAL ASSOCIATION, as
Lender
By	/s/ Jonathan Bouvet
	Name: Jonathan Bouvet
	Title: Senior Vice President

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

NATIONAL AUSTRALIA BANK LIMITED, as
Lender
By	/s/ Daniel Denehan
	Name: Daniel Denehan
	Title: Associate Director

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

THE BANK OF NEW YORK MELLON, as Lender
Lender
By	/s/ Molly H. Ross
	Name: Molly H. Ross
	Title: Vice President

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

THE NORTHERN TRUST COMPANY, as Lender
By	/s/ Lisa DeCristofaro
	Name: Lisa DeCristofaro
	Title: SVP

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

BANKERS TRUST COMPANY, as Lender
By	/s/ Chris Kroeger
	Name: Chris Kroeger
	Title: Vice President

Signature Page to First Amendment to MidAmerican Energy Company Credit Agreement

ANNEX A

Credit Agreement

See attached.

Execution VersionConformed through First Amendment dated June 30, 2023

Published CUSIP Numbers:    59562FAW-2

59562FAX-0

___________________________________________________________________________________________________

U.S. $1,500,000,000

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of June 30, 2022

Among

MIDAMERICAN ENERGY COMPANY

as the Borrower

THE INITIAL LENDERS NAMED HEREIN

as Initial Lenders

MIZUHO BANK, LTD.

as Administrative Agent

and

THE LC ISSUING BANKS

PARTY HERETO FROM TIME TO TIME

as LC Issuing Banks

_________________________________________________________________________________

MIZUHO BANK, LTD.

JPMORGAN CHASE BANK, N.A.

WELLS FARGO SECURITIES, LLC

MUFG UNION BANK, N.A.LTD.

CITIBANK, N.A.

BARCLAYS BANK PLC

U.S. BANK NATIONAL ASSOCIATION

BOFA SECURITIES, INC.

CITIBANK, N.A.

PNC CAPITAL MARKETS LLC

SUMITOMO MITSUI BANKING CORPORATION

U.S. BANK NATIONAL ASSOCIATION

Joint Lead Arrangers and Joint Bookrunners

JPMORGAN CHASE BANK, N.A.

WELLS FARGO BANK, NATIONAL ASSOCIATION

MUFG UNION BANK, N.A.LTD.

BARCLAYS BANK PLC

U.S. BANK NATIONAL ASSOCIATION

CITIBANK, N.A.

SUMITOMO MITSUI BANKING CORPORATION

THE BANK OF NOVA SCOTIA

BANK OF MONTREAL

ROYAL BANK OF CANADA

PNC BANK, NATIONAL ASSOCIATION

BANK OF AMERICA, N.A.

Documentation Agents

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TD BANK, N.A.

Syndication Agents

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	1
SECTION 1.01. Certain Defined Terms.	1
SECTION 1.02. Computation of Time Periods.	2829
SECTION 1.03. Accounting Terms.	2829
SECTION 1.04. Classification of Loans and Borrowings.	29
SECTION 1.05. Other Interpretive Provisions.	29
SECTION 1.06. Disclaimer and Exculpation with Respect to any Rate.	2930
ARTICLE II AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT	3031
SECTION 2.01. The Revolving Loans.	3031
SECTION 2.02. Making the Revolving Loans.	31
SECTION 2.03. [Reserved]	3233
SECTION 2.04. Letters of Credit.	3233
SECTION 2.05. Fees.	38
SECTION 2.06. Extension of the Termination Date.	39
SECTION 2.07. Increase of the Commitments.	40
SECTION 2.08. Termination or Reduction of the Commitments.	41
SECTION 2.09. Repayment of Loans.	42
SECTION 2.10. Evidence of Indebtedness.	42
SECTION 2.11. Interest on Loans.	43
SECTION 2.12. Interest Rate Determination.	4344
SECTION 2.13. Conversion of Revolving Loans.	4546
SECTION 2.14. Optional Prepayments of Loans.	4647
SECTION 2.15. Increased Costs.	47
SECTION 2.16. Illegality.	4849
SECTION 2.17. Payments and Computations.	4849
SECTION 2.18. Taxes.	5051
SECTION 2.19. Sharing of Payments, Etc.	54
SECTION 2.20. Mitigation Obligations; Replacement of Lenders.	55
SECTION 2.21. Defaulting Lenders.	56
SECTION 2.22. Cash Collateral.	5859
ARTICLE III CONDITIONS PRECEDENT	5960
SECTION 3.01. Conditions Precedent to Effectiveness.	5960
SECTION 3.02. Conditions Precedent to each Extension of Credit.	61
SECTION 3.03. Conditions Precedent to Issuance of Each Bond Letter of Credit.	6162
ARTICLE IV REPRESENTATIONS AND WARRANTIES	6364
SECTION 4.01. Representations and Warranties of the Borrower.	6364

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ARTICLE V COVENANTS OF THE BORROWER	6667
SECTION 5.01. Affirmative Covenants.	6667
SECTION 5.02. Negative Covenants.	70
SECTION 5.03. Financial Covenant.	72
ARTICLE VI EVENTS OF DEFAULT	7273
SECTION 6.01. Events of Default.	7273
SECTION 6.02. Actions in Respect of the Letters of Credit upon Default.	7475
ARTICLE VII THE ADMINISTRATIVE AGENT	7576
SECTION 7.01. Appointment and Authority.	7576
SECTION 7.02. Rights as a Lender.	7576
SECTION 7.03. Exculpatory Provisions.	7576
SECTION 7.04. Reliance by Administrative Agent.	7677
SECTION 7.05. Resignation of Administrative Agent.	7778
SECTION 7.06. Non-Reliance on Administrative Agent and Other Lenders.	7879
SECTION 7.07. Indemnification.	7879
SECTION 7.08. No Other Duties, etc.	7980
SECTION 7.09. Erroneous Payments.	7980
ARTICLE VIII MISCELLANEOUS	8283
SECTION 8.01. Amendments, Etc.	8283
SECTION 8.02. Notices, Etc.	8384
SECTION 8.03. No Waiver; Remedies.	8586
SECTION 8.04. Costs and Expenses; Indemnification.	8586
SECTION 8.05. Right of Set-off.	8788
SECTION 8.06. Binding Effect.	8788
SECTION 8.07. Assignments and Participations.	8889
SECTION 8.08. Confidentiality.	9293
SECTION 8.09. Governing Law.	9293
SECTION 8.10. Severability.	9294
SECTION 8.11. Execution in Counterparts.	9294
SECTION 8.12. Jurisdiction, Etc.	9394
SECTION 8.13. Waiver of Jury Trial.	9394
SECTION 8.14. USA Patriot Act.	9495
SECTION 8.15. No Fiduciary Duty.	9495
SECTION 8.16. Acknowledgement and Consent to Bail-In of Affected Financial Institutions.	9596
SECTION 8.17. No Novation; Reaffirmation.	9597
SECTION 8.18. Certain ERISA Matters.	9697

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EXHIBITS AND SCHEDULES
EXHIBIT A	---------------	Form of Notice of Borrowing
EXHIBIT B	---------------	Form of Request for Issuance
EXHIBIT C	---------------	Form of Assignment and Assumption
EXHIBIT F-1	---------------	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT F-2	---------------	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT F-3	---------------	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT F-4	---------------	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes
SCHEDULE I	---------------	List of Commitment Amounts and Lending Offices
SCHEDULE II	---------------	List of Fronting Commitments
SCHEDULE III	---------------	List of Material Subsidiaries
SCHEDULE IV	---------------	Existing Letters of Credit

ii

2

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 30, 2022 (as further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among MIDAMERICAN ENERGY COMPANY, an Iowa corporation (the “Borrower”), the banks, financial institutions and other institutional lenders listed on the signatures pages hereof (the “Initial Lenders”), MIZUHO BANK, LTD. (“Mizuho”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as hereinafter defined), and the LC Issuing Banks (as hereinafter defined) party hereto from time to time.

BACKGROUND

This Agreement amends and restates in its entirety the Second Amended and Restated Credit Agreement dated as of June 30, 2021, by and among the Borrower, Mizuho, as administrative agent, and the existing lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”).

In consideration of the premises and of the mutual agreements herein contained and intending to be legally bound hereby, the parties hereto agree that the above-referenced existing credit agreement be and it hereby is amended and restated to read in full as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms.

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Adjusted Daily Simple SOFR” means an interest rate per annum equal to (a) the Daily Simple SOFR, plus (b) 0.10%; provided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted Term SOFR” means, for any Interest Period, an interest rate per annum equal to (a) Term SOFR for such Interest Period, plus (b) 0.10%; provided that if Adjusted Term SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Administrative Agent” has the meaning specified in the first paragraph of this Agreement.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

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“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, the term “control” (including the terms “controlled by” and “under common control with”) of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.

“Agent Fee Letter” means the letter agreement dated May 3, 2021 among the Borrower and the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Agent Parties” has the meaning specified in Section 8.02(d)(ii).

“Agent’s Account” means the account of the Administrative Agent designated from time to time in a written notice to the Lenders and the Borrower as the account to which the Lenders are to fund Borrowings and the Borrower is to make payments under this Agreement.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any Subsidiary of the Borrower or their respective activities from time to time concerning or relating to bribery or corruption, including, without limitation, (i) the United States Foreign Corrupt Practices Act of 1977, as amended from time to time, and the applicable regulations thereunder, and (ii) to the extent applicable, the United Kingdom’s Bribery Act 2010, as amended from time to time.

“Applicable Law” means (i) all applicable common law and principles of equity and (ii) all applicable provisions of all (A) constitutions, statutes, rules, regulations and orders of all Governmental Authorities, (B) Governmental Approvals and (C) orders, decisions, judgments and decrees of all courts (whether at law or in equity or admiralty) and arbitrators.

“Applicable Margin” means, with respect to any Base Rate Loan and any SOFR Rate Revolving Loan, at all times during which any Applicable Rating Level set forth below is in effect, the rate per annum (except as provided below) for such Loan set forth below next to such Applicable Rating Level:

Applicable Rating Level	Applicable Margin for SOFR Rate Revolving Loans	Applicable Margin for Base Rate Loans
1	0.550%	0.000%
2	0.625%	0.000%
3	0.750%	0.000%
4	0.875%	0.000%
5	1.000%	0.000%

3

provided, that the Applicable Margins set forth above shall be increased, for each Applicable Rating Level, upon the occurrence and during the continuance of any Event of Default by 2.00% per annum. Any change in the Applicable Margin resulting from a change in the Applicable Rating Level shall become effective upon the date that is three (3) Business Days followingthe date of announcement of any change in the Moody’s Rating or the S&P Rating that results in such change in the Applicable Rating Level.

“Applicable Rating Level” at any time shall be determined in accordance with the then-applicable S&P Rating or the then-applicable Moody’s Rating as follows:

S&P Rating/Moody’s Rating	Applicable Rating Level
S&P Rating AA or higher or Moody’s Rating Aa2 or higher	1
S&P Rating AA- or Moody’s Rating Aa3	2
S&P Rating A+ or Moody’s Rating A1	3
S&P Rating A or Moody’s Rating A2	4
S&P Rating A- or below or Moody’s Rating A3 or below or unrated	5

The Applicable Rating Level for any day shall be determined based upon the higher of the S&P Rating and the Moody’s Rating in effect on such day. If the S&P Rating and the Moody’s Rating are not the same (i.e., a “split rating”), the higher (better) of such ratings shall control, unless the ratings differ by more than one level, in which case the rating one level below the higher of the two ratings shall control.

“Applicable Repayment Date” means, with respect to each Loan made hereunder, the earlier of (i) the date occurring one day prior to the date which is one year from the date of the initial Borrowing Date of such Revolving Loan, and (ii) the Termination Date.

“Approved Fund” means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 8.07), and accepted by the Administrative Agent, in substantially the form of Exhibit C or any other form approved by the Administrative Agent.

“Available Commitments” means, on any day, the aggregate unused Commitments, computed after giving effect to all Extensions of Credit made or to be made on such day, the application of proceeds therefrom and all prepayments and repayments of Revolving Loans made on such day.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component

4

thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 2.12.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets (including the Federal Deposit Insurance Corporation or any other Governmental Authority acting in a similar capacity) appointed for it, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or a direct or indirect parent company of such Person by a Governmental Authority if and for so long as such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of:

(i)the rate of interestannouncedquotedby Mizuho from time to time as Mizuho’s prime rate;

(ii)1/2 of 1% per annum above the NYFRB Rate in effect on such date; and

(iii)Adjusted Term SOFR for a one-month Interest Period as published two

U.S. Government Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding Business Day), plus 1%

5

; provided, that in no event shall the Base Rate be less than 0%.

“Base Rate Loan” means a Loan that bears interest as provided in Section 2.11(a).

“Benchmark” means, initially, with respect to any Term Benchmark Loan, Adjusted Term SOFR; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to Adjusted Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.12.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(1)Adjusted Daily Simple SOFR;

(2) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time in the United States and (b) the related Benchmark Replacement Adjustment;

If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time.

6

“Benchmark Replacement Conforming Changes” means, with respect to the use or administration of Adjusted Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, the formula for calculating any successor rates identified pursuant to the definition of “Benchmark Replacement”, the formula, methodology or convention for applying the successor floor to the successor Benchmark Replacement and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means, with respect to any Benchmark, the earlier to occur of the following events with respect to such then-current Benchmark:

(1)in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2)in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

7

“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

(1)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

8

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Internal Revenue Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets of any such “employee benefit plan” or “plan”.

“Berkshire Hathaway” means Berkshire Hathaway Inc.

“Bond Event of Default” has the meaning specified in Section 6.01.

“Bond LC Reimbursement Agreement” means, with respect to any Bond Letter of Credit, any reimbursement agreement executed and delivered in connection with such Bond Letter of Credit by the Borrower and the LC Issuing Bank issuing such Bond Letter of Credit, as the same may be amended, supplemented, restated and otherwise modified from time to time.

“Bond Letter of Credit” means any standby or direct pay letter of credit issued by an LC Issuing Bank pursuant to Section 2.04 to support certain obligations to pay the principal of, interest on and/or purchase or redemption price of Bonds.

“Bonds” means pollution control revenue bonds or industrial development revenue bonds (or similar obligations, however designated) issued pursuant to an Indenture between the Trustee and the Issuer named therein.

“Borrower” has the meaning specified in the first paragraph of this Agreement.

“Borrowing” means a borrowing by the Borrower consisting of simultaneous Revolving Loans of the same Type, having the same Interest Period and ratably made or Converted on the same day by each of the Lenders pursuant to Section 2.02 or 2.13, as the case may be. All Revolving Loans to the Borrower of the same Type, having the same Interest Period and made or Converted on the same day shall be deemed a single Borrowing hereunder until repaid or next Converted.

“Borrowing Date” means the date of any Borrowing.

“Business Day” means a day of the year on which banks are not required or authorized by law to close in New York City or Los Angeles; provided, that when used in connection with any Adjusted Term SOFR Loan, the term “Business Day” shall also exclude any day that is not also a U.S. Government Business Securities Day.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the LC Issuing Banks and the Lenders, as collateral for LC Outstandings and obligations of Lenders to fund participations in respect of LC Outstandings, cash or deposit account balances or, if the Administrative Agent and each applicable LC Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and each applicable LC

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Issuing Bank. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (i) the adoption of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives (whether or not having the force of law) thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives (whether or not having the force of law) promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Change of Control” has the meaning specified in Section 6.01(h).

“Closing Date” means June 30, 2022.

“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

“Commitment” means, for each Lender, the obligation of such Lender to make Revolving Loans to the Borrower hereunder in an aggregate amount no greater than the amount set forth on Schedule I hereto or, if such Lender has entered into any Assignment and Assumption, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c), in each such case as such amount may be from time to time increased pursuant to Section 2.07 or reduced pursuant to Section 2.08.

“Commitment Fee Rate” means, at any time, the rate per annum set forth below next to the Applicable Rating Level in effect at such time:

Applicable Rating Level	Commitment Fee Rate
1	0.045%
2	0.050%
3	0.060%
4	0.075%
5	0.100%

A change in the Commitment Fee Rate resulting from a change in the Applicable Rating Level shall become effective upon the date that is three (3) Business Days followingthe

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date of public announcement of a change in the Moody’s Rating or the S&P Rating that results in a change in the Applicable Rating Level.

“Commitment Percentage” means, as to any Lender as of any date of determination, the percentage describing such Lender’s pro rata share of the Commitments set forth initially on Schedule I hereto or in the Register from time to time; provided that in the case of Section 2.21 when a Defaulting Lender shall exist, “Commitment Percentage” means the percentage of the total Commitments (disregarding any Defaulting Lender’s Commitment) represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Commitment Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.

“Commitments” means the aggregate of each Lender’s Commitment hereunder.

“Communications” has the meaning specified in Section 8.02(d)(ii).

“Confidential Information” means information that the Borrower furnishes to the Administrative Agent, the Joint Lead Arrangers or any Lender in a writing designated as confidential, but does not include any such information that is or becomes generally available to the public or that is or becomes available to the Administrative Agent, the Joint Lead Arrangers or such Lender from a source other than the Borrower that has no obligation to maintain the confidentiality of such information.

“Consolidated Assets” means, on any date of determination, the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries most recently delivered to the Lenders pursuant to Section 5.01(h) as of such date of determination.

“Consolidated Capital” means the sum (without duplication) of (i) Consolidated Debt of the Borrower (without giving effect to the proviso in the definition of Consolidated Debt) and (ii) consolidated equity of all classes (whether common, preferred, mandatorily convertible preferred or preference) of the Borrower.

“Consolidated Debt” of the Borrower means the total principal amount of all Debt of the Borrower and its Consolidated Subsidiaries; provided that Guaranties of Debt shall not be included in such total principal amount.

“Consolidated Subsidiary” means, with respect to any Person at any time, any Subsidiary or other Person the accounts of which would be consolidated with those of such first Person in its consolidated financial statements in accordance with GAAP.

“Convert,” “Conversion” and “Converted” each refers to a conversion of Revolving Loans of one Type into Revolving Loans of the other Type, or the selection of

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a new, or the renewal of the same, Interest Period for SOFR Rate Revolving Loans, pursuant to Section 2.12 or 2.13.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Credit Party” means the Administrative Agent, any LC Issuing Bank or any Lender.

“Custodian” means, for any series of Bonds, any Person acting as bailee and agent for the Administrative Agent (on behalf of the applicable LC Issuing Bank and the Lenders) under any Pledge Agreement relating to such Bonds.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Day prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

“Debt” of any Person means, at any date, without duplication, (i) all indebtedness of such Person for borrowed money, (ii) all obligations of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of such Person’s business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (iv) all obligations of such Person as lessee under leases that have been, in accordance with GAAP, recorded as capital leases,v) all obligations of such Person in respect of reimbursement agreements with respect to acceptances, letters of credit (other than trade letters of credit) or similar extensions of credit, and (vi) all Guaranties. Solely for the purpose of calculating compliance with the covenant in Section 5.03, Debt shall not include Debt of the Borrower or its Consolidated Subsidiaries arising from the qualification of an arrangement as a lease due to that arrangement conveying the right to use or to control the use of property, plant or equipment under the application of the Financial Accounting Standards Board’s Accounting Standards Codification Topic 840 – Leases paragraph 840-10-15-6 (or the Accounting Standards Codification Topic 842 – Leases paragraphs 842-10-15-3 through 5), nor shall Debt include Debt of any variable interest entity consolidated by the Borrower under the requirements of Topic 810 – Consolidation.

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization,

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or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“Declining Lender” has the meaning specified in Section 2.06(b).

“Default” means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

“Defaulting Lender” means, subject to Section 2.21(b), any Lender that (i) has failed, within two Business Days after the date required to be funded or paid, to (A) fund all or any portion of its Loans, (B) fund any portion of its participations in Letters of Credit or (C) pay over to any Credit Party any other amount required to be paid by it under this Agreement, unless, in the case of clause (A) above, such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in writing) has not been satisfied, as notified by such Lender to the Administrative Agent and the Borrower in such writing, (ii) has notified the Borrower or any Credit Party in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and such position is based on such Lender’s good faith determination that a condition precedent (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) to funding a Loan under this Agreement cannot be satisfied), (iii) has failed, within three Business Days after written request by the Administrative Agent, any LC Issuing Bank or the Borrower, acting in good faith, to confirm in writing to such requesting party that it will comply with its obligations to fund prospective Loans and participations in then outstanding Letters of Credit under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to clause (iii) upon such requesting party’s receipt of such written confirmation in form and substance reasonably satisfactory to it and the Administrative Agent, or (iv) has become the subject of a (A) Bankruptcy Event or (B) Bail-In Action. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (i) through (iv) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.21(b)) upon delivery of written notice of such determination to the Borrower, each LC Issuing Bank and each Lender.

“Designated Lender” has the meaning specified in Section 2.07(a).

“Dollars” and the symbol “$” mean lawful currency of the United States of America.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial

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institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 8.07(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 8.07(b)(iii)).

“Environmental Law” means any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health, safety or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means, with respect to any Person, each trade or business (whether or not incorporated) that is considered to be a single employer with such entity within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.

“ERISA Event” means (i) any “reportable event,” as defined in Section 4043 of ERISA with respect to a Pension Plan (other than an event as to which the PBGC has waived the requirement of Section 4043(a) of ERISA that it be notified of such event); (ii) the failure to make a required contribution to any Pension Plan that would result in the imposition of a lien or other encumbrance or the provision of security under Section 430 of the Internal Revenue Code or Section 303 or 4068 of ERISA, or there being or arising any “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Internal Revenue Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, or the filing of any request for or receipt of a minimum funding waiver under Section 412 of the Internal Revenue Code with respect to any Pension Plan or Multiemployer Plan, or a determination that any Pension Plan is, or is reasonably expected to be, in at-risk status under Title IV of ERISA; (iii) the filing of a notice of intent to terminate any Pension Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of ERISA of a notice of intent to terminate any Pension

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Plan, or the termination of any Pension Plan under Section 4041(c) of ERISA; (iv) the institution of proceedings, or the occurrence of an event or condition that would reasonably be expected to constitute grounds for the institution of proceedings by the PBGC, under Section 4042 of ERISA, for the termination of, or the appointment of a trustee to administer, any Pension Plan; (v) the complete or partial withdrawal of the Borrower or any of its ERISA Affiliates from a Multiemployer Plan, the reorganization or insolvency under Title IV of ERISA of any Multiemployer Plan, or the receipt by the Borrower or any of its ERISA Affiliates of any notice that a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA; (vi) the failure by the Borrower or any of its ERISA Affiliates to comply with ERISA or the related provisions of the Internal Revenue Code with respect to any Pension Plan; (vii) the Borrower or any of its ERISA Affiliates incurring any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); or (viii) the failure by the Borrower or any of its Subsidiaries to comply with Applicable Law with respect to any Foreign Plan.

“Erroneous Payment” has the meaning assigned to it in Section 7.09(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 7.09(d).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 7.09(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 7.09(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 7.09(d).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Events of Default” has the meaning specified in Section 6.01.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (A) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (B) that are Other Connection Taxes, (ii) in the case of a Lender, U.S.withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (A) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under

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Section 2.20(b)) or (B) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 2.18, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (iii) Taxes attributable to such Recipient’s failure to comply with Section 2.18(g) and (iv) any Taxes imposed under FATCA.

“Existing Credit Agreement” has the meaning specified in the second paragraph of this Agreement.

“Existing Letters of Credit” shall mean each of the letters of credit described by applicant, date of issuance, letter of credit number, amount, beneficiary and the date of expiry on Schedule IV hereto.

“Extension Effective Date” has the meaning specified in Section 2.06(c).

“Extension of Credit” means the making of a Borrowing, the issuance of a Letter of Credit or the amendment of any Letter of Credit having the effect of extending the stated termination date thereof or increasing the maximum amount available to be drawn thereunder. For purposes of this Agreement, a Conversion shall not constitute an Extension of Credit.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Internal Revenue Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement.

“FCA” has the meaning assigned to such term in Section 1.06.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the Federal funds effective rate.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Fee Letters” means (i) the letter agreements, each dated as of June 2, 2022, among the Borrower and certain of the Joint Lead Arrangers and,(ii) the letter agreements, each dated as of May 4, 2023, among the Borrower and certain of the Joint Lead Arrangers, and (iii) the Agent Fee Letter, in each case, as amended, restated, supplemented or otherwise modified from time to time.

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“First Amendment Declining Lenders” means National Cooperative Services Corporation.

“FERC” means the U.S. Federal Energy Regulatory Commission.

“First Amendment Effective Date” means June 30, 2023.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to any Benchmark. For the avoidance of doubt the initial Floor for Adjusted Term SOFR shall be 0.00%.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Foreign Plan” means any pension, profit-sharing, deferred compensation, or other employee benefit plan, program or arrangement (other than a Pension Plan or a Multiemployer Plan) maintained by any Subsidiary of the Borrower that, under applicable local foreign law, is required to be funded through a trust or other funding vehicle.

“Fronting Commitment” means, with respect to any LC Issuing Bank, the aggregate stated amount of all Letters of Credit that such LC Issuing Bank agrees to issue (subject to the LC Commitment Amount), as modified from time to time pursuant to an agreement signed by such LC Issuing Bank and the Borrower. With respect to each Lender that is an LC Issuing Bank on the date hereof, such LC Issuing Bank’s Fronting Commitment is listed on Schedule II, and with respect to any Lender that becomes an LC Issuing Bank after the date hereof, such Lender’s Fronting Commitment will be the amount agreed between the Borrower and such Lender at the time that such Lender becomes an LC Issuing Bank, in each case, as such Fronting Commitment may be modified in accordance with the terms of this Agreement.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to any LC Issuing Bank, such Defaulting Lender’s Commitment Percentage of the LC Outstandings with respect to Letters of Credit issued by such LC Issuing Bank other than LC Outstandings as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” has the meaning specified in Section 1.03.

“Governmental Approval” means any authorization, consent, approval, license or exemption of, registration or filing with, or report or notice to, any Governmental Authority.

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“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guaranty” of any Person means (i) any obligation, contingent or otherwise, of such Person to pay any Debt of any other Person and (ii) all reasonably quantifiable obligations of such Person under indemnities or under support or capital contribution agreements, and other reasonably quantifiable obligations (contingent or otherwise) to purchase or otherwise to assure a creditor against loss in respect of, or to assure an obligee against loss in respect of, any Debt of any other Person guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (A) to pay or purchase such Debt or to advance or supply funds for the payment or purchase of such Debt, (B) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such Debt against loss, (C) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered) or (D) otherwise to assure a creditor against loss; provided that the term “Guaranty” shall not include endorsements for collection or deposit in the ordinary course of business or the grant of a Lien in connection with Project Finance Debt.

“Hazardous Materials” means (i) petroleum and petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (ii) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.

“Indemnified Party” has the meaning specified in Section 8.04(b).

“Indemnified Taxes” means (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (ii) to the extent not otherwise described in clause (i), Other Taxes.

“Indenture” means, for any series of Bonds, the indenture pursuant to which such Bonds are issued and any supplement thereto relating to such Bonds.

“Initial Lenders” has the meaning specified in the first paragraph of this Agreement.

“Interest Period” means, for each SOFR Rate Revolving Loan comprising part of the same Borrowing, the period commencing on the date of such SOFR Rate Revolving Loan or the date of the Conversion of any Base Rate Revolving Loan into such SOFR

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Rate Revolving Loan and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, with respect to SOFR Rate Revolving Loans, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, three or six months or such other period acceptable to all the Lenders, as the Borrower may, upon notice received by the Administrative Agent not later than 12:00 noon (New York City Time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

(i)the Borrower may not (x) select any Interest Period that (A) ends after the latest Termination Date in effect at such time, or (B) has been removed pursuant to Section 2.12(e), or (y) select or continue an Interest Period that would extend beyond the Applicable Repayment Date;

(ii)Interest Periods commencing on the same date for SOFR Rate Revolving Loans comprising part of the same Borrowing shall be of the same duration;

(iii)whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

(iv)whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“IRS” means the U.S. Internal Revenue Service.

“Issuer” means, for any series of Bonds, the issuer of such Bonds under the applicable Indenture.

“Issuer Agreement” means, for any series of Bonds, the agreement between the applicable Issuer and the Borrower pursuant to which (i) the proceeds of such Bonds are loaned by such Issuer to the Borrower, together with any promissory note or other instrument evidencing the Debt of the Borrower under such agreement, or (ii) the Borrower agrees to pay the purchase price of, or rent with respect to, the facilities financed or refinanced with the proceeds of such Bonds.

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“Joint Lead Arrangers” means Mizuho Bank, Ltd., JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, MUFG Union Bank, NLtd.A., , Citibank, N.A., Barclays Bank PLC, U.S. Bank National Association, BofA Securities, Inc., PNC Capital Markets LLC,and Sumitomo Mitsui Banking Corporation.

“LC Collateral Account” has the meaning specified in Section 6.02.

“LC Commitment Amount” means $500,000,000 as the same may be reduced permanently from time to time pursuant to Section 2.08.

“LC Fee” has the meaning specified in Section 2.05(c).

“LC Fronting Fee” has the meaning specified in Section 2.05(d).

“LC Issuing Bank” means each Lender identified as an “LC Issuing Bank” on Schedule II and any other Lender or Affiliate of a Lender that shall agree to issue a Letter of Credit pursuant to Section 2.04.

“LC Outstandings” means, on any date of determination, the sum of (i) the undrawn stated amounts of all Letters of Credit that are outstanding on such date plus (ii) the aggregate principal amount of all unpaid reimbursement obligations of the Borrower on such date with respect to payments made by any LC Issuing Bank under any Letter of Credit (excluding reimbursement obligations that have been repaid with the proceeds of any Borrowing). The LC Outstandings with respect to any Lender at any time shall be its Commitment Percentage of the total LC Outstandings at such time.

“LC Payment Notice” has the meaning specified in Section 2.04(e).

“Lenders” means the Initial Lenders and each Person that shall become party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Lending Office” opposite its name on Schedule I hereto or in the Assignment and Assumption pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify in writing to the Borrower and the Administrative Agent.

“Letter of Credit” means (a) a standby letter of credit issued by an LC Issuing Bank pursuant to Section 2.04 or a Bond Letter of Credit, in each case, as amended, modified or extended in accordance with the terms of this Agreement and (b) any Existing Letter of Credit, in each case, as such letter of credit may be amended, modified, extended, renewed or replaced from time to time in accordance with the terms of this Agreement.

“Lien” means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien

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or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Fee Letters and (iii) any promissory note issued pursuant to Section 2.10(d).

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“Margin Regulations” means Regulations T, U and X of the Federal Reserve Board, as in effect from time to time.

“Margin Stock” has the meaning specified in the Margin Regulations.

“Material Adverse Effect” means a material adverse effect on (i) on the business, operations, properties, financial condition, assets or liabilities (including, without limitation, contingent liabilities) of the Borrower and its Subsidiaries, taken as a whole,

(ii)the ability of the Borrower to perform its obligations under the Loan Documents or

(iii)the ability of the Administrative Agent, any LC Issuing Bank or any Lender to enforce its rights under the Loan Documents.

“Material Subsidiaries” means any Subsidiary of the Borrower with respect to which (x) the Borrower’s percentage ownership interest in such Subsidiary multiplied by (y) the book value of the Consolidated Assets of such Subsidiary represents at least 15% of the Consolidated Assets of the Borrower as reflected in the latest financial statements of the Borrower delivered pursuant to clause (i) or (ii) of Section 5.01(h).

“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 103 % of the Fronting Exposure of all LC Issuing Banks with respect to Letters of Credit issued and outstanding at such time and (ii) otherwise, an amount determined by the Administrative Agent and the LC Issuing Banks in their sole discretion.

“Mizuho” has the meaning specified in the recital of parties to this Agreement.

“Moody’s” means Moody’s Investors Service, Inc.

“Moody’s Rating” means, on any date of determination, the rating most recently announced by Moody’s with respect to any senior unsecured, non-credit enhanced Debt of the Borrower or, if such rating is not available, the corporate credit rating of the Borrower most recently announced by Moody’s.

“Multiemployer Plan” means any “multiemployer plan” (as such term is defined in Section 4001(a)(3) of ERISA), which is contributed to by (or to which there is or may be an obligation to contribute of) the Borrower or any of its ERISA Affiliates or with respect to which the Borrower or any of its ERISA Affiliates has, or could reasonably be expected to have, any liability.

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“New York City Time” means the time in New York, New York.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all affected Lenders in accordance with the terms of Section 8.01 and (ii) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at the time of determination, a Lender that is not a Defaulting Lender.

“non-performing Lender” has the meaning specified in Section 2.04(f).

“Notice of Borrowing” has the meaning specified in Section 2.02(a).

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a Federal funds transaction quoted at 11:00 A.M. (New York City Time) on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided,further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Official Statement” means, for any series of Bonds, the official statement, reoffering circular or similar disclosure document (however designated) relating to such Bonds and the applicable LC Issuing Bank, as amended and supplemented from time to time, and all documents incorporated therein (or in any such supplement or amendment) by reference.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.20).

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“Outstanding Credits” means, on any date of determination, the sum of (i) the aggregate principal amount of all Loans outstanding on such date plus (ii) the LC Outstandings on such date. The Outstanding Credits with respect to any Lender at any time shall be its Commitment Percentage of the total Outstanding Credits at such time.

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight Federal funds and overnight eurodollar borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“Participant” has the meaning assigned to such term in Section 8.07(d).

“Participant Register” has the meaning specified in Section 8.07(d).

“Patriot Act” has the meaning specified in Section 8.14.

“Payment Recipient” has the meaning assigned to it in Section 7.09(a).

“PBGC” means the U.S. Pension Benefit Guaranty Corporation (or any successor).

“Pension Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) (other than a Multiemployer Plan), subject to the provisions of Title IV of ERISA or Section 412 of the Internal Revenue Code or Section 302 of ERISA, maintained or contributed to by the Borrower or any of its ERISA Affiliates or to which the Borrower or any of its ERISA Affiliates has or may have an obligation to contribute (or is deemed under Section 4069 of ERISA to have maintained or contributed to or to have had an obligation to contribute to, or otherwise to have liability with respect to) such plan.

“Permitted Liens” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (i) Liens for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 5.01(a) hereof; (ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens, and other similar Liens arising in the ordinary course of business; (iii) Liens incurred or deposits made to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (iv) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable, including zoning and landmarking restrictions; (v) any judgment Lien, unless an Event of Default under Section 6.01(e) shall have occurred and be continuing with respect thereto; (vi) any Lien on any asset of any Person existing at the time such Person is acquired by or merged or consolidated with or into the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (vii) pledges and deposits made in the ordinary course of business to secure the performance

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of bids, trade contracts (other than for Debt), operating leases and surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (viii) Liens upon or in any real property or equipment acquired, constructed, improved or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition, construction or improvement of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property), (ix) Liens securing Project Finance Debt, (x) any Lien on the Borrower’s or any Material Subsidiary’s interest in Bonds or cash or cash equivalents securing (A) the obligation of the Borrower or any Material Subsidiary to reimburse the issuer of a letter of credit supporting payments to be made in respect of such Bonds (including any Bond Letter of Credit) for a drawing on such letter of credit for the purpose of purchasing Bonds or (B) the obligation of the Borrower or any Material Subsidiary to reimburse or repay amounts advanced under any facility entered into to provide liquidity or credit support for any issue of Bonds; and (xi) extensions, renewals or replacements of any Lien described in clause (vi), (vii), (viii), (ix) or (x) for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties (other than after-acquired property already within the scope of the relevant Lien grant) not theretofore subject to the Lien being extended, renewed or replaced.

“Person” means any natural Person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Platform” has the meaning specified in Section 8.02(d)(i).

“Pledge Agreement” means, for any series of Bonds, the pledge agreement or custodian agreement (or similar agreement, however designated), among the Administrative Agent, the Borrower and the applicable Custodian with respect to such Bonds, setting forth certain terms relating to the pledge and/or ownership of any such Bonds pending the remarketing thereof pursuant to the applicable Remarketing Agreement.

“Project Finance Debt” means Debt of any Subsidiary of the Borrower (i) that is

(A) not recourse to the Borrower other than with respect to Liens granted by the Borrower on direct or indirect equity interests in such Subsidiary to secure such Debt and limited Guaranties of, or equity commitments with respect to, such Debt by the Borrower, which Liens, limited Guaranties and equity commitments are of a type consistent with other limited recourse project financings, and other than customary contractual carve-outs to the non-recourse nature of such Debt consistent with other limited recourse project financings, and (B) incurred in connection with the acquisition, development, construction or improvement of any project, single purpose or other fixed assets of such Subsidiary, including Debt assumed in connection with the acquisition of such assets, or (ii) that represents an extension, renewal, replacement or refinancing of the foregoing, provided that, in the case of a replacement or refinancing, the principal

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amount of such new Debt shall not exceed the principal amount of the Debt being replaced or refinanced plus 10% of such principal amount.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Rating Decline” means the occurrence of the following on, or within 90 days after, the earlier of (i) the occurrence of a Change of Control and (ii) the earlier of (x) the date of public notice of the occurrence of a Change of Control and (y) the date of the public notice of the Borrower’s (or its direct or indirect parent company’s) intention to effect a Change of Control, which 90-day period will be extended so long as the S&P Rating or Moody’s Rating is under publicly announced consideration for possible downgrading by S&P or Moody’s, as applicable: the S&P Rating is reduced to any rating level below BBB+ or the Moody’s Rating is reduced to any rating level below Baa1 (or both the S&P Rating and the Moody’s Rating become unavailable).

“Recipient” means (i) the Administrative Agent, (ii) any Lender and (iii) any LC Issuing Bank, as applicable.

“Reference Time” means, with respect to any setting of the then-current Benchmark, the time determined by the Administrative Agent in its reasonable discretion.

“Register” has the meaning specified in Section 8.07(c).

“Reimbursement Amount” has the meaning specified in Section 2.04(d).

“Related Documents” means, for any series of Bonds, such Bonds and the Indenture, the Issuer Agreement, any Remarketing Agreement and any Pledge Agreement relating to such Bonds.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Relevant Governmental Body” means, the Federal Reserve Board and/or the NYFRB, the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.

“Remarketing Agent” means, for any series of Bonds, any Person acting in the capacity of remarketing agent for such Bonds pursuant to a Remarketing Agreement relating to such Bonds.

“Remarketing Agreement” means, for any series of Bonds, any agreement or other arrangement pursuant to which the applicable Remarketing Agent has agreed to act in such capacity with respect to such Bonds tendered for purchase pursuant to the applicable Indenture.

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“Removal Effective Date” has the meaning specified in Section 7.05(b).

“Reportable Compliance Event” means that the Borrower or any of its Subsidiaries becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Corruption Law or any predicate crime to any Anti-Corruption Law.

“Request for Issuance” means a request made pursuant to Section 2.04 in the form of Exhibit B.

“Required Lenders” means at any time Lenders owed in excess of 50% of the then aggregate unpaid principal amount of the Revolving Loans and participation obligations with respect to the LC Outstandings, or, if there are no Outstanding Credits, Lenders having in excess of 50% in interest of the Commitments (without giving effect to any termination in whole of the Commitments pursuant to Section 6.01). The Commitments, outstanding Loans and participation obligations with respect to the LC Outstandings for any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Resignation Effective Date” has the meaning specified in Section 7.05(a).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Revolving Loan” means a Loan by a Lender to the Borrower pursuant to Section 2.02 as part of a Borrowing and refers to a Base Rate Revolving Loan or a SOFR Rate Revolving Loan.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of comprehensive Sanctions (atas ofthe time of thisAgreementFirst Amendment Effective Date, the so - called Donetsk People’s Republic, the so- called Luhansk People’s Republic, the Crimea Region of Ukraine, the Kherson Region of Ukraine, the Zaporizhzhia Region of Ukraine,Russia, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State or the U.S. Department of the Treasury, or maintained by the United Nations Security Council, the European Union or HerHisMajesty’s Treasury of the United Kingdom, as may be amended, supplemented or substituted from time to time, (b) any Person organized or ordinarily resident or located in a Sanctioned Country or (c) any Person controlled by, or acting on behalf of, any such Person described in clause (a) or (b). For purposes of this definition, “control” of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or

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cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC, the U.S. Department of State or the U.S. Department of Treasury, or (b) the United Nations Security Council, the European Union or HerHisMajesty’s Treasury of the United Kingdom.

“S&P” means S&P Global Ratings, a business unit of S&P Global, Inc.

“S&P Rating” means, on any date of determination, the rating most recently announced by S&P with respect to any senior unsecured, non-credit enhanced Debt of the Borrower or, if such rating is not available, the corporate credit rating of the Borrower most recently announced by S&P.

“SEC” means the U.S. Securities and Exchange Commission.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Determination Date” has the meaning specified in the definition of “Daily Simple SOFR”.

“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.

“SOFR Rate Revolving Loan” means a Revolving Loan that bears interest as provided in Section 2.11(b).

“Stated Expiry Date” means the stated expiration date of any Letter of Credit issued or deemed to be issued pursuant to this Agreement; provided, however, that no Stated Expiry Date may be requested or included in any such Letter of Credit where (i) such date would be later than the fifth Business Day preceding the Termination Date then applicable to the Lender that is the LC Issuing Bank for such Letter of Credit, (ii) in the case of any Letter of Credit that is not a Bond Letter of Credit, such date would be later than one year after the date of issuance of such Letter of Credit (subject, for the avoidance of doubt, to the ability to provide for an automatic renewal mechanic in accordance with Section 2.04(a)), or (iii) after taking into account (A) the respective Termination Dates then in effect with respect to all Lenders on the date of issuance or any extension of such Letter of Credit, and (B) the respective Stated Expiry Dates then in

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effect with respect to all other Letters of Credit then outstanding, the maximum amount of the LC Outstandings under all Letters of Credit (including such Letter of Credit) then outstanding would exceed the total LC Commitment Amounts scheduled to be in effect at any time during the period such Letter of Credit is scheduled to remain in effect, as determined by the Administrative Agent.

“Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (i) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (ii) the interest in the capital or profits of such limited liability company, partnership or joint venture or (iii) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Benchmark” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to Adjusted Term SOFR.

“Term SOFR Determination Day” has the meaning assigned to it under the definition of Term SOFR Reference Rate.

“Term SOFR” means, with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.

“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to Term SOFR has not occurred, then the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR

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Administrator, so long as such first preceding Business Day is not more than five (5) Business Days prior to such Term SOFR Determination Day.

“Termination Date” means the earlier to occur of (i) June 30, 2025, 2026, or such later date that may be established for any Lender from time to time pursuant to Section 2.06 hereof, ; provided, that for purposes of this clause (i), the Termination Date for the First Amendment Declining Lenders shall be June 30, 2025, and (ii) the date of termination in whole of the Commitments available to the Borrower pursuant to Section 2.08 or 6.01.

“Trustee” means, for any series of Bonds, the Person acting in the capacity of trustee for the holders of such Bonds under the Indenture pursuant to which such Bonds were issued.

“Type” refers to the distinction between Loans bearing interest at the Base Rate and Loans bearing interest at Adjusted Term SOFR.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.18(g)(ii).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Withholding Agent” means the Borrower and the Administrative Agent.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU

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Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02. Computation of Time Periods.

In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

SECTION 1.03. Accounting Terms.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles as in effect from time to time (“GAAP”). If any “Accounting Change” (as defined below) shall occur and such change results in a change in the calculation of financial covenants, standards or terms in this Agreement, and either the Borrower or the Required Lenders (through the Administrative Agent) shall request the same to the other parties hereto in writing, the Borrower and the Administrative Agent shall enter into negotiations to amend the affected provisions of this Agreement with the desired result that the criteria for evaluating the Borrower’s consolidated financial condition and results of operations shall be substantially the same after such Accounting Change as if such Accounting Change had not been made. Once such request has been made, until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred. “Accounting Change” means a change in accounting principles required by the promulgation of any final rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC (or successors thereto or agencies with similar functions).

SECTION 1.04. Classification of Loans and Borrowings.

For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “Adjusted Term SOFR Loan”). Borrowings also may be classified and referred to by Type (e.g., a “Adjusted Term SOFR Borrowing”).

SECTION 1.05. Other Interpretive Provisions.

As used herein, except as otherwise specified herein, (i) references to any Person include its successors and assigns and, in the case of any Governmental Authority, any Person succeeding to its functions and capacities; (ii) references to any Applicable Law include amendments, supplements and successors thereto; (iii) references to specific sections, articles,

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annexes, schedules and exhibits are to this Agreement; (iv) words importing any gender include the other gender; (v) the singular includes the plural and the plural includes the singular; (vi) the words “including”, “include” and “includes” shall be deemed to be followed by the words “without limitation”; (vii) captions and headings are for ease of reference only and shall not affect the construction hereof; and (viii) references to any time of day shall be to New York City Time unless otherwise specified.

SECTION 1.06. Disclaimer and Exculpation With Respect to any Rate.

The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or with respect to any alternative, successor or replacement rate thereof (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate    (including any Benchmark Replacement) implemented pursuant to Section 2.12(b), upon the occurrence of a Benchmark Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes pursuant to Section 2.12(c), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or have the same volume or liquidity as did Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark prior to its discontinuance or unavailability. In addition, the discontinuation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark and any alternative, successor or replacement reference rate may result in a mismatch between the reference rate referenced in this Agreement and your other financial instruments, including potentially those that are intended as hedges. The Administrative Agent and its Affiliates and/or other related entities may engage in transactions that affect the calculation of Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, with all determinations of such Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or such alternative, successor or replacement rate by the Administrative Agent to be conclusive, absent manifest error. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Base Rate, Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, Adjusted Daily Simple SOFR or any Benchmark or any such alternative, successor or replacement rate, in each case pursuant to the terms of this Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time), and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract

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or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

ARTICLE II

AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT

SECTION 2.01. The Revolving Loans.

(a)Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans to the Borrower from time to time on any Business Day during the period from the date hereof until the Termination Date applicable to such Lender in an aggregate outstanding amount not to exceed at any time such Lender’s Available Commitment at such time. Within the limits of each Lender’s Commitment and as hereinabove and hereinafter provided, including without limitation Section 2.01(b), the Borrower may request a Borrowing hereunder, and repay or prepay Revolving Loans pursuant to Section 2.14 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereof. Unless an earlier maturity is provided for hereunder, each Revolving Loan shall mature and be due and payable on the Applicable Repayment Date for such Revolving Loan.

(b)In no event shall the Borrower be entitled to request or receive any Borrowing that (i) would exceed the Available Commitments or (ii) would cause the Outstanding Credits to exceed the Commitments.

SECTION 2.02. Making the Revolving Loans.

(a)Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Time) on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of SOFR Rate Revolving Loans, or not later than 1:00 P.M. (New York City Time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Revolving Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereof. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing or facsimile in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Revolving Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of SOFR Rate Revolving Loans, the initial Interest Period for each such Revolving Loan. Each Lender shall, before 2:00 P.M. (New York City Time) (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account of its Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt

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of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower no later than 3:30 P.M.(New York City Time)promptlyin such manner as the Borrower shall have specified in the applicable Notice of Borrowing.

(b)Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select SOFR Rate Revolving Loans for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of the Lenders to make SOFR Rate Revolving Loans shall then be suspended pursuant to Section 2.12(b), 2.13 or 2.16, and (ii) Borrowings of more than one Type may be outstanding at the same time; provided, however, there shall be not more than 10 Borrowings at any one time outstanding.

(c)Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise SOFR Rate Revolving Loans, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Loan to be made by such Lender as part of such Borrowing when such Revolving Loan, as a result of such failure, is not made on such date.

(d)Unless the Administrative Agent shall have received written notice from a Lender prior to any Borrowing Date or, in the case of a Base Rate Loan, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Loan as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may, but shall not be required to, assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Loan available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.

(e)The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

(f)Notwithstanding the foregoing or anything else to the contrary in this Agreement, the Borrower shall be permitted to direct that a Borrowing shall be made by the Lenders directly

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to repay outstanding Revolving Loans, without requiring receipt of payment of funds by the Borrower. Such direction shall be indicated by the Borrower in the Notice of Borrowing, including indication of the outstanding Revolving Loans to be repaid with such Borrowing, and if such election has been made such Borrowing shall be so applied and shall be deemed made, and such repayment shall be deemed to occur, on the Borrowing Date for such Borrowing (subject, for the avoidance of doubt, to the fulfillment of the applicable conditions set forth in Article III) without any payment or receipt of proceeds by the Borrower.

SECTION 2.03. [Reserved]

SECTION 2.04. Letters of Credit.

(a)Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, up to a maximum aggregate stated amount for all Letters of Credit at any one time outstanding equal to the LC Commitment Amount. With respect to Letters of Credit that are not Bond Letters of Credit, such issuance shall occur on not less thantwothreeBusiness Days’ prior notice thereof by delivery of (x) a Request for Issuance for such Letter of Credit to the Administrative Agent and the LC Issuing Bank for such Letter of Credit, and (y) such LC Issuing Bank’s standard form of Letter of Credit application for the requested Letter of Credit (including, for direct pay Letters of Credit, any reimbursement agreement or other standard form required by such LC Issuing Bank) to the letter of credit department of such LC Issuing Bank for the account of the Borrower. With respect to each Bond Letter of Credit, such issuance shall occur after receipt of (x) a Request for Issuance for such Bond Letter of Credit to the Administrative Agent and the LC Issuing Bank for such Bond Letter of Credit, (y) the Bond LC Reimbursement Agreement for such Bond Letter of Credit, as may be required by the LC Issuing Bank for such Bond Letter of Credit, and (z) the documents required pursuant to Section 3.03 and such Bond LC Reimbursement Agreement; provided that in the case of any Request for Issuance for an extension of an outstanding Bond Letter of Credit, such Request for Issuance shall be delivered to the Administrative Agent and the applicable LC Issuing Bank at least 90 days prior to the then-current Stated Expiry Date of such Bond Letter of Credit. Each Letter of Credit shall be issued in a form acceptable to the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the identity of the applicable LC Issuing Bank, (ii) the date (which shall be a Business Day) of issuance of such Letter of Credit (or the date of effectiveness of such extension, modification or amendment) and the Stated Expiry Date thereof, (iii) the proposed stated amount of such Letter of Credit (which amount (A) shall not be less than $100,000 and (B) may be subject to any automatic increase and reinstatement provisions), (iv) the name and address of the beneficiary of such Letter of Credit and (v) a statement of drawing conditions applicable to such Letter of Credit. If such Request for Issuance relates to an amendment or modification of a Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit thereto (except in the case of an extension of the Stated Expiry Date of any Bond Letter of Credit where no consent of the beneficiary is required for such extension). If so requested by the Borrower, a Letter of Credit that is not a Bond Letter of Credit may provide that it is automatically renewable for additional one-year periods if subject to an ability of the applicable LC Issuing Bank to not renew by giving

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notice of the same to the beneficiary of such Letter of Credit. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower prior to the issuance by the applicable LC Issuing Bank of the requested Letter of Credit or prior to the effectiveness of the requested extension, modification or amendment to a Letter of Credit, as applicable. Upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the relevant LC Issuing Bank shall issue (or extend, amend or modify) such Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish copies thereof to the Lenders that shall so request; provided that the LC Issuing Bank shall not issue or amend any Letter of Credit if such LC Issuing Bank has received notice from the Administrative Agent that the applicable conditions precedent have not been satisfied. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement. (i) On the Closing Date with respect to all Existing Letters of Credit and (ii) upon the date of issuance with respect to all other Letters of Credit, each Lender shall be deemed, without further action by any party hereto, to have irrevocably and unconditionally purchased from such LC Issuing Bank without recourse a participation in such Letter of Credit equal to such Lender’s Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. Upon each modification of a Letter of Credit by any LC Issuing Bank which modifies the aggregate amount available to be drawn under such Letter of Credit, such LC Issuing Bank and the Lenders shall be deemed, without further action by any party hereto, to have purchased or sold, as appropriate, participations in such Letter of Credit such that each Lender’s participation in such Letter of Credit shall equal such Lender’s Commitment Percentage of such modified aggregate amount available to be drawn under such Letter of Credit. Each Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participation. Without limiting the foregoing, any LC Issuing Bank that issues a Bond Letter of Credit agrees that (i) all Bonds pledged to such LC Issuing Bank pursuant to any applicable Pledge Agreement or otherwise registered in the name of such LC Issuing Bank pursuant to the other Related Documents will be held for the benefit of such LC Issuing Bank and the Lenders and (ii) to apply and/or remit all proceeds from the sale or remarketing of such Bonds in accordance with Section 2.17(f). Notwithstanding anything herein to the contrary, Barclays Bank PLC, as an LC Issuing Bank, shall only be required to issue standby Letters of Credit (and shall not, for the avoidance of doubt, be required to issue a Bond Letter of Credit).

(b)The Borrower may from time to time appoint one or more additional Lenders (with the consent of any such Lender, which consent may be withheld in the sole discretion of each Lender) to act, either directly or through an Affiliate of such Lender, as an LC Issuing Bank hereunder. Any such appointment and the terms thereof shall be evidenced in a separate written agreement executed by the Borrower and the relevant LC Issuing Bank, a copy of which agreement shall be delivered by the Borrower to the Administrative Agent. The Administrative Agent shall give prompt notice of any such appointment to the other Lenders. Upon such appointment, if and for so long as such Lender shall have any obligation to issue any Letter of Credit hereunder or any Letter of Credit issued by such Lender shall remain outstanding, such Lender shall be deemed to be, and shall have all the rights and obligations of, an “LC Issuing Bank” under this Agreement.

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(c)No Letter of Credit shall be requested, issued or modified hereunder if, after the issuance or modification thereof, (i) the Outstanding Credits would exceed the Commitments then scheduled to be in effect until the latest Termination Date, (ii) that portion of the LC Outstandings arising from Letters of Credit issued by an LC Issuing Bank would exceed the amount of such LC Issuing Bank’s Fronting Commitment or (iii) the LC Outstandings would exceed the LC Commitment Amount. No LC Issuing Bank shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain such LC Issuing Bank from issuing such Letter of Credit, or any law applicable to such LC Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such LC Issuing Bank shall prohibit, or request that the LC Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the LC Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the LC Issuing Bank is not otherwise compensated or required to be compensated hereunder), which restriction, reserve or capital requirement was not in effect on the date hereof, or shall impose upon the LC Issuing Bank any loss, cost or expense (not reimbursed or required to be reimbursed) that was not applicable on the date hereof and that the LC Issuing Bank in good faith deems material to it.

(d)The Borrower hereby agrees to pay to the Administrative Agent for the account of each LC Issuing Bank and each Lender that has funded its participation in the reimbursement obligations of the Borrower pursuant to subsection (e) below,on demand made by such LC Issuing Bank to the Borrower,no later than 12:00 noon (New York City Time)on and aftereach date on which such LC Issuing Bank shall pay any amount under any Letter of Credit issued by such LC Issuing Bank, a sum equal to the amount so paid (the “Reimbursement Amount”). Any Reimbursement Amount shall bear interest, payable on demand, from the date so paid by such LC Issuing Bank until repayment to such LC Issuing Bank in full at a fluctuating interest rate per annum equal to the interest rate applicable to Base Rate Loans plus, if any amount paid by such LC Issuing Bank under a Letter of Credit is not reimbursed by the Borrower within three Business Days, 2%. The Borrower may satisfy its obligation hereunder to repay the Reimbursement Amount by requesting a Borrowing under Section 2.02 (and which Borrowing shall be subject to the conditions in Section 2.02) in the amount of such Reimbursement Amount, and the proceeds of such Borrowing may be applied to satisfy the Borrower’s obligations to such LC Issuing Bank or the Lenders, as the case may be.

(e)If any LC Issuing Bank shall not have been reimbursed in full for any Reimbursement Amount in respect of a Letter of Credit issued by such LC Issuing Bank on the date of such payment, such LC Issuing Bank shall give the Administrative Agent and each Lender prompt notice thereof (an “LC Payment Notice”) no later than 12:00 noon (New York City Time) on the Business Day immediately succeeding the date of such payment by such LC Issuing Bank. Each Lender shall fund the participation that such Lender purchased pursuant to Section 2.04(a) by paying to the Administrative Agent for the account of such LC Issuing Bank an amount equal to such Lender’s Commitment Percentage of such Reimbursement Amount paid by such LC Issuing Bank, plus interest on such amount at a rate per annum equal to the Federal Funds Effective Rate, for the first three days from the date of the payment by such LC Issuing Bank, and, thereafter, until the date of payment to such LC Issuing Bank by such Lender, at a

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rate of interest equal to the rate applicable to Base Rate Loans. Each such payment by a Lender shall be made not later than 3:00 P.M. (New York City Time) on the later to occur of (i) the Business Day immediately following the date of such payment by such LC Issuing Bank and (ii) the Business Day on which such Lender shall have received an LC Payment Notice from such LC Issuing Bank. Each Lender’s obligation to make each such payment to the Administrative Agent for the account of such LC Issuing Bank shall be several and shall not be affected by the occurrence or continuance of a Default or the failure of any other Lender to make any payment under this Section 2.04(e). Each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(f)The failure of any Lender to make any payment to the Administrative Agent for the account of any LC Issuing Bank in accordance with subsection (e) above shall not relieve any other Lender of its obligation to make payment, but no Lender shall be responsible for the failure of any other Lender. If any Lender (a “non-performing Lender”) shall fail to make any payment to the Administrative Agent for the account of any LC Issuing Bank in accordance with subsection (e) above, then for so long as such failure shall continue, such LC Issuing Bank shall be deemed, for purposes of Sections 6.01 and 8.01 hereof, to be a Lender owed a Borrowing in an amount equal to the outstanding principal amount due and payable by such non-performing Lender to the Administrative Agent for the account of such LC Issuing Bank pursuant to subsection (e) above. Any non-performing Lender and the Borrower (without waiving any claim against such non-performing Lender for such non-performing Lender’s failure to fund its participation in the reimbursement obligations of the Borrower under subsection (e) above) severally agree to pay to the Administrative Agent for the account of such LC Issuing Bank forthwith on demand such amount, together with interest thereon for each day from the date such non-performing Lender would have funded its participation had it complied with the requirements of subsection (e) above until the date such amount is paid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to Base Rate Loans plus, if any amount paid by such LC Issuing Bank under a Letter of Credit is not reimbursed by the Borrower within three Business Days, 2%, in accordance with Section 2.04(d), and (ii) in the case of such non-performing Lender, the Federal Funds Effective Rate, for the first three days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate Loans.

(g)The payment obligations of each Lender under Section 2.04(e) and of the Borrower under this Agreement in respect of any payment under any Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following circumstances:

(i)any lack of validity or enforceability of this Agreement or any other agreement or instrument relating thereto or to such Letter of Credit;

(ii)any amendment or waiver of, or any consent to departure from, the terms of this Agreement or such Letter of Credit;

(iii)the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary, or any transferee, of such Letter of Credit

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(or any Persons for whom any such beneficiary or any such transferee may be acting), any LC Issuing Bank, or any other Person, whether in connection with this Agreement, the transactions contemplated hereby, thereby or by such Letter of Credit, or any unrelated transaction;

(iv)any statement or any other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v)payment in good faith by any LC Issuing Bank under the Letter of Credit issued by such LC Issuing Bank against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit;

(vi)the use that may be made of any Letter of Credit by, or any act or omission of, the beneficiary of any Letter of Credit (or any Person for which the beneficiary may be acting); or

(vii)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

(h)Without limiting any other provision of this Section 2.04, for purposes of this Section 2.04 any LC Issuing Bank may rely upon any oral, telephonic, telegraphic, facsimile, electronic, written or other communication believed in good faith to have been authorized by the Borrower, whether or not given or signed by an authorized Person of the Borrower.

(i)The Borrower assumes all risks of the acts and omissions of any beneficiary or transferee of any Letter of Credit. Neither any LC Issuing Bank, the Lenders nor any of their respective officers, directors, employees, agents or Affiliates shall be liable or responsible for, and the Borrower’s reimbursement obligation in respect of any Letter of Credit shall not be affected by, (i) the use that may be made of such Letter of Credit or any acts or omissions of any beneficiary or transferee thereof in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by any LC Issuing Bank against presentation of documents that do not comply with the terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (iv) any dispute between or among the Borrower, any of its Affiliates, the beneficiary of any Letter of Credit or any financing institution or other party to whom any Letter of Credit may be transferred or any claims or defenses whatsoever of the Borrower or of its Affiliates against the beneficiary of any Letter of Credit or any such transferee; (v) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or (vi) any other circumstances whatsoever in making or failing to make payment under such Letter of Credit, except that the Borrower and each Lender shall have the right to bring suit against each LC Issuing Bank, and each LC Issuing Bank shall be liable to the Borrower and any Lender, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower or such Lender that the Borrower or such Lender proves, in a court of competent jurisdiction by final and nonappealable judgment, were caused by such LC Issuing Bank’s willful misconduct or gross negligence. In

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furtherance and not in limitation of the foregoing, each LC Issuing Bank may accept sight drafts and accompanying certificates presented under the Letter of Credit issued by such LC Issuing Bank that appear on their face to be in substantial compliance with the terms and conditions of the Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, and payment against such documents shall not constitute willful misconduct or gross negligence by such LC Issuing Bank. Notwithstanding the foregoing, no Lender shall be obligated to indemnify the Borrower for damages caused by any LC Issuing Bank’s willful misconduct or gross negligence.

(j)In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any application or other agreement submitted by the Borrower to, or entered into by the Borrower with, an LC Issuing Bank relating to any Letter of Credit issued by such LC Issuing Bank, the terms and conditions of this Agreement shall control. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any application or other agreement related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

(k)Any LC Issuing Bank may resign at any time by giving written notice thereof to the Administrative Agent, Lenders, the other LC Issuing Banks (if any) and the Borrower, provided that (i) there are no Letters of Credit outstanding with respect to such LC Issuing Bank at such time or (ii) unless the Borrower shall have agreed otherwise, another Lender or Affiliate thereof reasonably acceptable to the Borrower has agreed to serve as an LC Issuing Bank and commits in writing to issue one or more Letters of Credit in an aggregate amount at least equal to those of the resigning LC Issuing Bank. After the resignation of an LC Issuing Bank hereunder, such resigning LC Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an LC Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, renew or increase any existing Letter of Credit. Upon any such resignation, the Borrower and the resigning LC Issuing Bank may agree to replace or terminate any outstanding Letters of Credit issued by such LC Issuing Bank and to designate one or more Lenders as LC Issuing Banks to replace such LC Issuing Bank.

SECTION 2.05. Fees.

(a)The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee on the aggregate unused amount of such Lender’s Commitment (i) from the date hereof in the case of each Initial Lender and (ii) from the effective date specified in the Assignment and Assumption pursuant to which it became a Lender in the case of each other Lender, in each case, until the latest Termination Date applicable to such Lender, payable quarterly in arrears on thefifteenth calendar day following the last day (or the immediately succeeding Business Day, if such day is not a Business Day) of each March, June, September and December, commencing June 30, 2022, and ending on such Termination Date. The

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commitment fee for any period will be equal to the Commitment Fee Rate in effect from time to time during such period, times an amount equal to the Commitments in effect at such time minus the aggregate principal amount of Loans and Letters of Credit outstanding during such period.

(b)The Borrower agrees to pay the fees payable by the Borrower in such amounts and on such terms as set forth in the Fee Letters.

(c)The Borrower agrees to pay to the Administrative Agent for the account of each Lender a fee (the “LC Fee”) on the average daily aggregate principal amount of each such Lender’s Commitment Percentage of the LC Outstandings (i) from the date hereof, in the case of each Initial Lender, and (ii) from the effective date specified in the Assignment and Assumption pursuant to which it became a Lender, in the case of each other Lender, in each case until the later to occur of (x) the Termination Date applicable to such Lender and (y) the date on which no Letters of Credit are outstanding, payable quarterly in arrears on the fifteenth calendar day followingthe last day (or the immediately succeeding Business Day, if such day is not a Business Day)of each March, June, September and December (commencing on June 30, 2022), and on such later date, at a rate equal at all times to the Applicable Margin in effect from time to time for SOFR Rate Revolving Loans.

(d)The Borrower agrees to pay to the Administrative Agent for the account of each LC Issuing Bank, (i) a fee (the “LC Fronting Fee”) equal to 0.20% of the stated amount of each Letter of Credit issued by such LC Issuing Bank hereunder, payable quarterly in arrears on the fifteenth calendar day followingthe last day (or the immediately succeeding Business Day, if such day is not a Business Day)of each March, June, September and December (commencing on June 30, 2022) and ending on the Termination Date or such later date on which no such letter of credit issued by such LC Issuing Bank shall be outstanding, with the calculation based on the actual number of days elapsed in a year of 360 days and (ii) customary issuance, maintenance, drawing and administration fees in respect of such letters of credit.

(e)The Borrower shall pay to the Administrative Agent, for its own account, the annual administrative fee at the times and in the amount set forth in the Agent Fee Letter.

SECTION 2.06. Extension of the Termination Date.

(a)During the period from July 1, 2022 until the date that is 30 days prior to the then-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) one-year extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date that is 30 days after the Administrative Agent provides the Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. For the

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avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request an unlimited number of extensions pursuant to this Section.

(b)If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender.

(c)If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which Mizuho acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (i) the resolutions of the Borrower authorizing such extension and all Governmental Approvals (if any) required in connection with such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date.

(d)Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

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SECTION 2.07. Increase of the Commitments.

(a)The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $600,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”).

(b)The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date.

(c)Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.

(d)Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

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SECTION 2.08. Termination or Reduction of the Commitments.

(a)The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of

$10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied.

(b)The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender.

(c)The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06.

(d)Once terminated, a Commitment or any portion thereof may not be reinstated.

SECTION 2.09. Repayment of Loans.

(a)The Borrower shall repay to the Administrative Agent for the account of each Lender on the Termination Date applicable to such Lender the aggregate principal amount of the Revolving Loans made to the Borrower by such Lender then outstanding. Without limiting the foregoing, the Borrower shall also repay (to the Administrative Agent for the account of the Lenders) Revolving Loans, in each ease, to the extent and at the time required pursuant to the terms of any applicable Governmental Approval relating to the Borrower’s ability to incur Debt.

(b)If at any time the aggregate principal amount of Outstanding Credits exceeds the Commitments, the Borrower shall pay or prepay so much of the Borrowings and/or Cash Collateralize the LC Outstandings as shall be necessary in order that the Outstanding Credits

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minus the principal amount of Cash Collateral securing the LC Outstandings will not exceed the Commitments.

SECTION 2.10. Evidence of Indebtedness.

(a)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(b)The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

(c)The entries made in the accounts maintained pursuant to subsections (a) and (b) of this Section 2.10 shall, to the extent permitted by Applicable Law, be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans and interest thereon in accordance with their terms.

(d)Any Lender may request that any Loans made by it be evidenced by one or more promissory notes. In such event, the Borrower shall prepare, execute and deliver to such Lender one or more promissory notes payable to such Lender (or, if requested by such Lender, to such Lender and its assignees) and in a form reasonably satisfactory to the Administrative Agent. Thereafter, the Loans evidenced by such promissory notes and interest thereon shall at all times (including after assignment pursuant to Section 8.07) be represented by one or more promissory notes in such form payable to the payee named therein.

SECTION 2.11. Interest on Loans.

The Borrower shall pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount shall be paid in full, at the following rates per annum:

(a)Base Rate Loans. During such periods as such Loan is a Base Rate Revolving Loan, a rate per annum equal at all times to the sum of (x) the Base Rate plus (y) the Applicable Margin for Base Rate Loans in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Base Rate Loan shall be Converted or paid in full.

(b)SOFR Rate Revolving Loans. During such periods as such Revolving Loan is a SOFR Rate Revolving Loan, a rate per annum equal at all times during each Interest Period for such Revolving Loan to the sum of (x) Adjusted Term SOFR for such Interest Period for such

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Revolving Loan plus (y) the Applicable Margin for SOFR Rate Revolving Loans in effect from time to time, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such SOFR Rate Revolving Loan shall be Converted or paid in full.

SECTION 2.12. Interest Rate Determination.

(a)Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.12, if:

(i)the Administrative Agent determines (which determination shall be conclusive absent manifest error) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR or Term SOFR (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period; or

(ii)the Administrative Agent is advised by the Required Lenders that prior to the commencement of any Interest Period for a Term Benchmark Borrowing, Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Borrowing in accordance with the terms of Section 2.02, any Notice of Borrowing that requests a Term Benchmark Revolving Borrowing shall instead be deemed to be a Notice of Borrowing for a Base Rate Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.12(a), then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Borrowing in accordance with the terms of Section 2.02, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan.

(b)Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark

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Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(c)Notwithstanding anything to the contrary herein or in any other Loan Document, in connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(d)The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.12, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.12.

(e)Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then

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the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(f)Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to a Base Rate Borrowing. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.12, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan.

SECTION 2.13. Conversion of Revolving Loans.

(a)Voluntary. The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 12:00 noon (New York City Time) on the third U.S. Government Securities Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.12 and 2.16, Convert all or any part of Revolving Loans of one Type comprising the same Borrowing into Revolving Loans of the other Type or of the same Type but having a new Interest Period; provided, however, that any Conversion of SOFR Rate Revolving Loans into Base Rate Revolving Loans shall be made only on the last day of an Interest Period for such SOFR Rate Revolving Loans, any Conversion of Base Rate Revolving Loans into SOFR Rate Revolving Loans shall be in an amount not less than the minimum amount specified in Section 2.02(b) and no Conversion of any Revolving Loans shall result in more separate Borrowings than permitted under Section 2.02(b). Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Revolving Loans to be Converted, and (iii) if such Conversion is into SOFR Rate Revolving Loans, the duration of the initial Interest Period for each such Revolving Loan. Each notice of Conversion shall be irrevocable and binding on the Borrower.

(b)Mandatory.

(i)If the Borrower shall fail to select the Type of any Revolving Loan or the duration of any Interest Period for any Borrowing comprising SOFR Rate Revolving Loans in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and Section 2.13(a), or if any proposed Conversion of a Borrowing that is to comprise SOFR Rate Revolving Loans upon Conversion shall not occur as a result of the circumstances described in subsection (c) below, or if an Event of Default has occurred and is continuing and SOFR Rate Revolving Loans are outstanding, the

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Administrative Agent will forthwith so notify the Borrower and the Lenders, and (i) such Revolving Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Loans and (ii) the obligation of the Lenders to make, or to Convert Revolving Loans into, SOFR Rate Revolving Loans shall be suspended.

(ii)On the date on which the aggregate unpaid principal amount of SOFR Rate Revolving Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Loans shall automatically Convert into Base Rate Revolving Loans.

(c)Failure to Convert. Each notice of Conversion given pursuant to subsection (a) above shall be irrevocable and binding on the Borrower. In the case of any Borrowing that is to comprise SOFR Rate Revolving Loans upon Conversion, the Borrower agrees to indemnify each Lender against any loss, cost or expense incurred by such Lender if, as a result of the failure of the Borrower to satisfy any condition to such Conversion (including, without limitation, the occurrence of any Default), such Conversion does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments.

(d)Limitation on Certain Conversions. Notwithstanding any other provision of this Agreement to the contrary, the Borrower may not borrow Revolving Loans at Adjusted Term SOFR or Convert Revolving Loans resulting in SOFR Rate Revolving Loans at any time an Event of Default has occurred and is continuing.

SECTION 2.14. Optional Prepayments of Loans.

The Borrower may prepay Loans, (i) upon at least two U.S. Government Securities Business Days’ notice, in the case of SOFR Rate Revolving Loans, and (ii) upon notice not later than 12:00 noon (New York City Time) on the date of prepayment, in the case of Base Rate Revolving Loans, to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and, if such notice is given, the Borrower shall prepay the outstanding principal amount of the Loans comprising part of the same Borrowing in whole or ratably in part, without penalty, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $100,000 in excess thereof and (y) in the event of any such prepayment of a Adjusted Term SOFR Loan, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c).

SECTION 2.15. Increased Costs.

(a)Increased Costs Generally. If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, assessment, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted Term SOFR) or any LC Issuing Bank;

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(ii)other than (A) Indemnified Taxes and (B) Excluded Taxes, subject any Recipient to any Taxes on, or change the basis of taxation of payments to any Recipient in respect of, its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)impose on any Lender or any LC Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such LC Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, LC Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon the good faith request of such Lender, LC Issuing Bank or other Recipient, the Borrower will pay to such Lender, LC Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, LC Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b)Capital Requirements. If any Lender or LC Issuing Bank determines that any Change in Law affecting such Lender or LC Issuing Bank or any lending office of such Lender or such Lender’s or LC Issuing Bank’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or LC Issuing Bank’s capital or on the capital of such Lender’s or LC Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by any LC Issuing Bank, to a level below that which such Lender or LC Issuing Bank or such Lender’s or LC Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or LC Issuing Bank’s policies and the policies of such Lender’s or LC Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or LC Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or LC Issuing Bank or such Lender’s or LC Issuing Bank’s holding company for any such reduction suffered.

(c)Certificates for Reimbursement. A certificate of a Lender or LC Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or LC Issuing Bank or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender or LC Issuing Bank, as the case may be, promptly upon demand the amount shown as due on any such certificate.

(d)Delay in Requests. Failure or delay on the part of any Lender or LC Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or LC Issuing Bank’s right to demand such compensation; provided that the Borrower

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shall not be required to compensate a Lender or LC Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender or LC Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or LC Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 2.16. Illegality.

If due to any Change in Law it shall become unlawful or impossible for any Lender (or its Lending Office) to make, maintain or fund its SOFR Rate Revolving Loans, and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make SOFR Rate Revolving Loans, or to Convert outstanding Revolving Loans into SOFR Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each SOFR Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either (i) on the last day of the then current Interest Period applicable to such SOFR Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such day.

SECTION 2.17. Payments and Computations.

(a)The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) on the day when due in Dollars to the Administrative Agent at the Agent’s Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setoff, subject to the Borrower’s right to make a Borrowing to directly repay outstanding Revolving Loans as provided in Section 2.02(f) (it being agreed that repayment made in accordance with such Section on any Borrowing Date shall be deemed to satisfy the requirements of this sentence). The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders for the account of its Lending Office to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

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(b)The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due.

(c)All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on Adjusted Term SOFR, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

(d)Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of SOFR Rate Revolving Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. Notwithstanding anything to the contrary contained herein, if the Termination Date shall occur on a date other than a Business Day, the Borrower shall repay to the Administrative Agent for the account of each Lender on the next preceding Business Day prior to the Termination Date the aggregate principal amount of the Revolving Loans made to the Borrower by the Lenders then outstanding.

(e)Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate.

(f)Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative

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Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

SECTION 2.18. Taxes.

(a)Defined Terms. For purposes of this Section 2.18 and for the avoidance of doubt, the term “Lender” includes any LC Issuing Bank and the term “Applicable Law” includes FATCA.

(b)Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c)Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d)Indemnification by the Borrower. The Borrower shall indemnify each Recipient, within 30 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 30 days after demand therefor, for any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so). Each Lender shall severally indemnify the Administrative Agent and the

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Borrower, within 30 days after demand therefor, for (i) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 8.07(d) relating to the maintenance of a Participant Register and (ii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or the Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent or the Borrower shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent or the Borrower to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent or the Borrower to the Lender from any other source against any amount due to the Administrative Agent or the Borrower under this subsection (e).

(f)Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 2.18, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g)Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.18(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(i)Without limiting the generality of the foregoing,

(A)any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), an executed IRS Form W-9 certifying that such Lender is exempt from

U.S. federal backup withholding tax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a

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Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(i)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, an executed IRS Form W-8BEN-E or IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, an executed IRS Form W-8BEN-E or IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii)an executed IRS Form W-8ECI;

(iii)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) an executed IRS Form W-8BEN-E or IRS Form W-8BEN; or

(iv)to the extent a Foreign Lender is not the beneficial owner, an executed IRS Form W-8IMY, accompanied by an executed IRS Form W-8ECI, IRS Form W-8BEN-E or IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

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(D)if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(h)Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.18 (including by the payment of additional amounts pursuant to this Section 2.18), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this subsection (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this subsection (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i)Survival. Each party’s obligations under this Section 2.18 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

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SECTION 2.19. Sharing of Payments, Etc.

If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Commitment Percentage thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that:

(A)if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(B)the provisions of this Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender and any payment made pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c) or, in respect of SOFR Rate Revolving Loans converted into Base Rate Revolving Loans, pursuant to Section 2.16), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

SECTION 2.20. Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office. If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.18, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

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(b)Replacement of Lenders. If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18 and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with subsection (a) above, or if any Lender is a Declining Lender, a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 8.07), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.18) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if such Lender accepts such assignment); provided that:

(i)the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 8.07(b)(iv);

(ii)such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 8.04(c)) from the assignee (to the extent of such outstanding principal amounts and accrued interest and fees) or the Borrower (in the case of all other amounts);

(iii)in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.18, such assignment will result in a reduction in such compensation or payments thereafter;

(iv)such assignment shall not conflict with Applicable Law;

(v)in the case of any assignment resulting from a Lender becoming a Declining Lender or a Non-Consenting Lender, the applicable assignee shall have consented to the applicable extension, amendment, waiver or consent; and

(vi)No Default shall have occurred and be continuing.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 2.21. Defaulting Lenders.

(a)Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

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(i)Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and in Section 8.01.

(ii)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 6.01 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 8.05 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any LC Issuing Bank hereunder; third, to Cash Collateralize the LC Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.22; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order (x) to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) to Cash Collateralize the LC Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.22; sixth, to the payment of any amounts owing to the Lenders or the LC Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the LC Issuing Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Outstandings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Outstandings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Outstandings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Outstandings are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.21(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

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(iii)Certain Fees. (A) No Defaulting Lender shall be entitled to receive any commitment fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B)Each Defaulting Lender shall be entitled to receive LC Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Commitment Percentage of the LC Outstandings for which it has provided Cash Collateral pursuant to Section 2.22.

(C)With respect to any LC Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such LC Fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in LC Outstandings that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each LC Issuing Bank, as applicable, the amount of any such LC Fee otherwise payable to such Defaulting Lender to the extent allocable to such LC Issuing Bank’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such LC Fee.

(iv)Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in LC Outstandings shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Commitment Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) such reallocation does not cause the aggregate Outstanding Credits of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment and (y) such reallocation does not cause the aggregate Outstanding Credits of all Non-Defaulting Lenders to exceed the Commitments of all Non-Defaulting Lenders. Subject to Section 8.16, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v)Reduction of Available Commitments. The Borrower may terminate the Available Commitment of any Lender that is a Defaulting Lender in accordance with Section 2.08(b).

(b)Defaulting Lender Cure. If the Borrower, the Administrative Agent and each LC Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in LC Outstandings to be held pro rata by the Lenders in accordance

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with the Commitments (without giving effect to Section 2.21(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed in writing by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c)New Letters of Credit. So long as any Lender is a Defaulting Lender, no LC Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

(d)Bankruptcy Event or Bail-In Action of a Parent Company. If (i) a Bankruptcy Event or Bail-In Action with respect to a direct or indirect parent company of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any LC Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, no LC Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit, unless such LC Issuing Bank shall have entered into arrangements with the Borrower or such Lender, satisfactory to such LC Issuing Bank to defease any risk to it in respect of such Lender hereunder.

SECTION 2.22. Cash Collateral.

At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or any LC Issuing Bank (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the LC Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.21(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(i)Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the LC Issuing Banks, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of LC Outstandings, to be applied pursuant to paragraph (ii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the LC Issuing Banks as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(ii)Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.22 or Section 2.21 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s

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obligation to fund participations in respect of LC Outstandings (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(iii)Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce any LC Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.22 following (A) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (B) the determination by the Administrative Agent and each LC Issuing Bank that there exists excess Cash Collateral; provided that, subject to Section 2.21, the Person providing Cash Collateral and each LC Issuing Bank may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations.

ARTICLE III

CONDITIONS PRECEDENT

SECTION 3.01. Conditions Precedent to Effectiveness.

The obligation of each Lender and each LC Issuing Bank to make the initial Extension of Credit to be made by it hereunder shall become effective on and as of the first date on which the following conditions precedent have been satisfied:

(a)The Administrative Agent shall have received on or before such date of effectiveness the following, each dated such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below) for each Lender and each LC Issuing Bank:

(i)A fully executed version of this Agreement and the other Loan Documents;

(ii)Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower.

(iii)(A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Iowa as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Iowa (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.

(iv)Certified copies of the resolutions of the board of directors of the Borrower approving this Agreement and the other Loan Documents and of all documents evidencing other necessary corporate action and Governmental Approvals required for the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents.

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(v)A certificate of the Secretary or Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder, and (B) that attached thereto are true and correct copies of the bylaws of the Borrower as in effect on such date.

(vi)A favorable opinion of in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.

(vii)A favorable opinion of special New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.

(b)On such date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated such date, stating that:

(i)The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and

(ii)No event has occurred and is continuing that constitutes a Default.

(c)The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, the Joint Lead Arrangers and the Lenders payable on the date hereof (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable).

(d)The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders reasonably in advance of the date hereof.

(e)[reserved].

(f)The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuing Bank shall have reasonably requested through the Administrative Agent reasonably in advance of the date hereof.

SECTION 3.02. Conditions Precedent to each Extension of Credit.

The obligation of each Lender and each LC Issuing Bank to make each Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Loans outstanding immediately prior to the making of such Borrowing) shall be subject to the following statements being true on the date of such Borrowing (and each of the giving of the applicable Notice of Borrowing or Request for Issuance and the acceptance by the Borrower of the proceeds of any such Extension of Credit

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shall constitute a representation and warranty by the Borrower that on the date of such Extension of Credit such statements are true):

(i)The representations and warranties of the Borrower contained in Section 4.01 (other than the representations and warranties in the first sentence of Section 4.01(g), in Section 4.01(i) and in the first sentence of Section 4.01(n)) are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date, and

(ii)No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default.

SECTION 3.03. Conditions Precedent to Issuance of Each Bond Letter of Credit.

The obligation of each LC Issuing Bank to issue any Bond Letter of Credit in connection with any series of Bonds shall be subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 and the further conditions precedent that:

(a)The Administrative Agent shall have received on or before the date of such issuance the following, in form and substance reasonably satisfactory to the Administrative Agent and the applicable LC Issuing Bank and, to the extent requested by the Administrative Agent, in sufficient copies for each Lender:

(i)Counterparts of any Pledge Agreement relating to such Bonds, duly executed by the Borrower, the Administrative Agent and the applicable Custodian, or other evidence that the Bonds purchased with the proceeds of such Bond Letter of Credit will be effectively pledged to or held for the benefit of such LC Issuing Bank and the Lenders, and that a separate CUSIP number has been assigned to such Bonds.

(ii)Certified copies or originals of the other applicable Related Documents (which, in the case of the applicable Bonds, may be a specimen of such Bonds).

(iii)Certified copies of the resolutions of the board of directors of the Borrower approving the Related Documents to which the Borrower is a party in connection with such Bond Letter of Credit, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the transactions contemplated by such Related Documents.

(iv)A certificate of the Secretary or Assistant Secretary of the Borrower certifying the names and true signatures of the Borrower authorized to sign the Related Documents to which the Borrower is a party in connection with such Bond Letter of Credit and the other documents to be delivered by the Borrower hereunder in connection with the issuance of such Bond Letter of Credit.

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(v)A copy of the Official Statement, if any, relating to the Bonds to be supported by such Bond Letter of Credit.

(vi)A certificate of an authorized officer of the applicable Custodian certifying the names, true signatures and incumbency of the officers of such Custodian authorized to sign the applicable Pledge Agreement.

(vii)A certificate of an authorized officer of the applicable Trustee certifying the names, true signatures and incumbency of the officers of such Trustee authorized to make drawings under such Bond Letter of Credit.

(viii)A favorable opinion of counsel to the Borrower with respect to the Related Documents to which the Borrower is a party.

(ix)A reliance letter from bond counsel relating to the Bonds to be supported by such Bond Letter of Credit permitting the Lenders to rely on the approving opinion of bond counsel with respect to such Bonds.

(x)The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuing Bank shall have reasonably requested through the Administrative Agent reasonably in advance of the date hereof.

(b)On the date of such issuance, the following statements shall be true and correct, and the Administrative Agent shall have received on or before such date for the account of the applicable LC Issuing Bank and each Lender a certificate signed by a duly authorized officer of the Borrower, dated such date, stating that the following representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of such date, as though made on and as of such date:

(i)The execution, delivery and performance by the Borrower of each Related Document to which the Borrower is a party in connection with such Bond Letter of Credit, and the consummation of the transactions contemplated thereby, are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and shareholder action. Each Related Document to which the Borrower is stated to be a party in connection with such Bond Letter of Credit has been duly executed and delivered by the Borrower.

(ii)No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of any Related Document to which the Borrower is a party in connection with such Bond Letter of Credit, other than such authorizations, approvals, actions, notices and filings that have been obtained or made (as applicable) prior to such date.

(iii)The execution, delivery and performance by the Borrower of each Related Document to which the Borrower is a party in connection with such Bond Letter of

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Credit will not (A) violate (x) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (y) any Applicable Law, (B) be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound, or (C) result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and Liens required under this Agreement, except to the extent such conflict, breach or default referred to in the preceding clause (B), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(iv)Each Related Document to which the Borrower is a party in connection with such Bond Letter of Credit is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms.

(v)The representations and warranties of the Borrower in the Related Documents to which the Borrower is a party in connection with such Bond Letter of Credit are true and correct in all material respects (without duplication of any materiality qualifiers).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrower.

The Borrower represents and warrants as follows:

(a)The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Iowa and is duly qualified to do business and is in good standing as a foreign corporation under the laws of each state in which the ownership of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect, and each Material Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or otherwise organized.

(b)The execution, delivery and performance by the Borrower of each Loan Document, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate action. Each Loan Document has been duly executed and delivered by the Borrower.

(c)No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document, other than such Governmental Approvals that have been duly obtained and are in full force and effect, which as of the date hereof include: Letter Order issued March 29, 2022, in Docket No. ES22-26-000, by the FERC.

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(d)The execution, delivery and performance by Borrower of the Loan Documents will not (i) violate (A) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound or (iii) result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and Liens required under this Agreement, except to the extent such conflict, breach or default referred to in the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(e)Each Loan Document is the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by bankruptcy and similar laws affecting the enforcement of creditors’ rights generally and by the application of general equitable principles.

(f)The Borrower and each Material Subsidiary are in compliance with all Applicable Laws (including Environmental Laws), except to the extent that failure to comply would not reasonably be expected to have a Material Adverse Effect.

(g)There is no action, suit, proceeding, claim or dispute pending or, to the Borrower’s knowledge, threatened against or affecting the Borrower or any of its Material Subsidiaries, or any of its or their respective properties or assets, before any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. There is no injunction, writ, preliminary restraining order or any other order of any nature issued by any Governmental Authority directing that any material aspect of the transactions expressly provided for in any of the Loan Documents not be consummated as herein or therein provided.

(h)The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 2021, and the related consolidated statements of income, cash flows and stockholders’ equity for the fiscal year ended on such date, certified by Deloitte & Touche LLP, copies of which have heretofore been furnished to the Administrative Agent and each Lender, present fairly in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as may be disclosed therein).

(i)Since December 31, 2021, no event has occurred that could reasonably be expected to have a Material Adverse Effect.

(j)The Borrower and each Material Subsidiary have filed or caused to be filed all U.S. Federal and other material tax returns that are required by Applicable Law to be filed, and have paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property; other than (i) with respect to taxes the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to

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which reserves in conformity with GAAP have been provided on the books of the Borrower or the applicable Material Subsidiary, as the case may be, or (ii) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

(k)No ERISA Event has occurred other than as would not, either individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. There are no actions, suits or claims pending against or involving a Pension Plan (other than routine claims for benefits) or, to the knowledge of the Borrower or any of its ERISA Affiliates, threatened, that would reasonably be expected to be asserted successfully against any Pension Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. No lien imposed under the Internal Revenue Code or ERISA on the assets of the Borrower or any of its ERISA Affiliates exists or is likely to arise with respect to any Pension Plan. The Borrower and each of its Subsidiaries have complied with foreign law applicable to its Foreign Plans, except to the extent that failure to comply would not reasonably be expected to have a Material Adverse Effect.

(l)The Borrower is not engaged in the business of extending credit for the purpose of buying or carrying Margin Stock, and no proceeds of any Loan will be used to extend credit to others for the purpose of buying or carrying any Margin Stock. Following the application of the proceeds of any Extension of Credit, not more than 25% of the value of the assets of the Borrower and the Material Subsidiaries that are subject to the restrictions of Section 5.02(a) or (c) constitute Margin Stock.

(m)Neither the Borrower nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

(n)There are no claims, liabilities, investigations, litigation, notices of violation or liability, administrative proceedings, judgments or orders, whether asserted, pending or threatened, relating to any liability under or compliance with any applicable Environmental Law, against the Borrower or any Material Subsidiary or relating to any real property currently or formerly owned, leased or operated by the Borrower or any Material Subsidiary, that would reasonably be expected to have a Material Adverse Effect. No Hazardous Materials have been or are present or are being spilled, discharged or released on, in, under or from property (real, personal or mixed) currently or formerly owned, leased or operated by the Borrower or any Material Subsidiary in any quantity or manner violating, or resulting in liability under, any applicable Environmental Law, which violation or liability would reasonably be expected to have a Material Adverse Effect.

(o)No written statement or information furnished by or on behalf of the Borrower to the Administrative Agent, any Lender or any LC Issuing Bank in connection with the syndication or negotiation of this Agreement or delivered pursuant hereto, in each case as of the date such statement or information is made or delivered, as applicable, contained or contains, any material misstatement of fact or intentionally omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are, or will be made, not misleading.

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(p)Each Material Subsidiary as of the date hereof is set forth on Schedule III.

(q)The Borrower has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, to the knowledge of the Borrower, their respective officers, directors and employees and their respective agents that will act in any capacity in connection with or benefit from the credit facility established hereby, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Borrower or any Subsidiary is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

ARTICLE V

COVENANTS OF THE BORROWER

SECTION 5.01. Affirmative Covenants.

So long as any Loan or any other amount payable hereunder shall remain unpaid, any Letter of Credit shall remain outstanding or any Lender shall have any Commitment hereunder, the Borrower will:

(a)Payment of Taxes, Etc. Pay and discharge, and cause each Material Subsidiary to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or its property, and (ii) all lawful claims that, if unpaid, would by Applicable Law become a Lien upon its property, in each case, except to the extent that the failure to pay and discharge such amounts, either singly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; provided, however, that neither the Borrower nor any Material Subsidiary shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which adequate reserves are being maintained in accordance with GAAP.

(b)Preservation of Existence, Etc. Preserve and maintain, and cause each Material Subsidiary to preserve and maintain, its corporate, partnership or limited liability company (as the case may be) existence and all rights (charter and statutory) and franchises, except to the extent the failure to maintain such rights and franchises would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and any Material Subsidiary may consummate any merger or consolidation permitted under Section 5.02(b).

(c)Compliance with Laws, Etc. Comply, and cause each Material Subsidiary to comply with Applicable Law (with such compliance to include, without limitation, compliance with Environmental Laws, the Patriot Act, Anti-Corruption Laws and Sanctions), except to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect.

(d)Inspection Rights. At any reasonable time and from time to time, permit the Administrative Agent, any LC Issuing Bank or any Lender or any designated agents or representatives thereof, at all reasonable times and to the extent permitted by Applicable Law, to examine and make copies of and abstracts from the records and books of account of, and visit the

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properties of, the Borrower and any Material Subsidiary and to discuss the affairs, finances and accounts of the Borrower and any Material Subsidiary with any of their officers or directors and with their independent certified public accountants (at which discussion, if the Borrower or such Material Subsidiary so requests, a representative of the Borrower or such Material Subsidiary shall be permitted to be present, and if such accountants should require that a representative of the Borrower be present, the Borrower agrees to provide a representative to attend such discussion); provided that (i) such designated agents or representatives shall agree to any reasonable confidentiality obligations proposed by the Borrower and shall follow the guidelines and procedures generally imposed upon like visitors to the Borrower’s facilities, and (ii) unless an Event of Default shall have occurred and be continuing, such visits and inspections shall occur not more than once in any fiscal quarter.

(e)Keeping of Books. Keep, and cause each Material Subsidiary to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower and each such Material Subsidiary in accordance with GAAP.

(f)Maintenance of Properties, Etc. Maintain and preserve, and cause each Material Subsidiary to maintain and preserve, all of its properties that are material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

(g)Maintenance of Insurance. Maintain, and cause each Material Subsidiary to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which Borrower or any of its Material Subsidiaries operates to the extent available on commercially reasonable terms (the “Industry Standard”); provided, however, that the Borrower and each Material Subsidiary may self-insure to the same extent as other companies engaged in similar businesses and owning similar properties and to the extent consistent with prudent business practice; and provided, further, that if the Industry Standard is such that the insurance coverage then being maintained by Borrower and its Material Subsidiaries is below the Industry Standard, Borrower shall only be required to use its reasonable best efforts to obtain the necessary insurance coverage such that its and its Material Subsidiaries’ insurance coverage equals or is greater than the Industry Standard.

(h)Reporting Requirements. Furnish to the Lenders:

(i)within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a copy of the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by the chief financial officer, chief accounting officer, treasurer or assistant treasurer of the Borrower as having been prepared in accordance with generally accepted accounting principles and a certificate of the chief financial officer, chief accounting officer, treasurer or assistant treasurer of the Borrower as to compliance with the terms of this Agreement and setting

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forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP in effect on the date hereof;

(ii)within 120 days after the end of each fiscal year of the Borrower, a copy of the annual audit report for such year for the Borrower and its Consolidated Subsidiaries, containing a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for such fiscal year, in each case accompanied by an opinion by Deloitte & Touche LLP or other independent public accountants of nationally recognized standing, and a certificate of the chief financial officer, chief accounting officer, treasurer or assistant treasurer of the Borrower as to compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP in effect on the date hereof;

(iii)within five days after the chief financial officer or treasurer of the Borrower obtains knowledge of the occurrence of any Default, a statement of the chief financial officer or treasurer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto;

(iv)within ten Business Days after the Borrower or any of its ERISA Affiliates knows or has reason to know that (A) the Borrower or any of its ERISA Affiliates has failed to comply with ERISA or the related provisions of the Internal Revenue Code with respect to any Pension Plan, and such noncompliance will, or could reasonably be expected to, result in material liability to the Borrower or its Subsidiaries, and/or (B) any ERISA Event (other than an ERISA Event as defined in clause (vi) of the definition of “ERISA Event”) has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and all notices received by the Borrower or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto;

(v)promptly after the commencement thereof, notice of all actions and proceedings before, and orders by, any Governmental Authority affecting the Borrower or any Material Subsidiary of the type described in Section 4.01(g);

(vi)together with the financial statements delivered in paragraphs (i) and (ii) of this Section 5.01(h), if Schedule III shall no longer set forth a complete and correct list of all Material Subsidiaries as of the last date of the period for which such financial statements were prepared, an updated Schedule III setting forth all Material Subsidiaries as of the last date of such period for which such financial statements have been prepared;

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(vii)if requested by the Administrative Agent or any Lender, an updated Beneficial Ownership Certification to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, reflecting any change in the information provided in any Beneficial Ownership Certification delivered to the Administrative Agent or any Lender that would result in a change to the list of beneficial owners of the Borrower;

(viii)promptly upon the occurrence of a Reportable Compliance Event, notice of such occurrence; and

(ix)such other information respecting the Borrower or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request.

If the financial statements required to be delivered pursuant to Section 5.01(h)(i) or 5.01(h)(ii) are included in any Form 10-K or 10-Q filed by the Borrower, the Borrower’s obligation to deliver such documents or information to the Administrative Agent shall be deemed to be satisfied upon (x) delivery of a copy of the relevant form to the Administrative Agent within the time period required by such Section or (y) the relevant form being available on EDGAR and the delivery of a notice to the Administrative Agent (which notice may be delivered by electronic mail and/or included in the applicable compliance certificate delivered pursuant to Section 5.01(h)(i) or 5.01(h)(ii)) that such form is so available, in each case within the time period required by such Section.

(i)Use of Proceeds. Use the proceeds of the Borrowings and the Letters of Credit for working capital and other general corporate purposes.

(j)Control of Purchased Bonds. So long as any Bond Letter of Credit shall remain outstanding, cause each Bond purchased with the proceeds of such Bond Letter of Credit to be subject to the Lien of an applicable Pledge Agreement or otherwise registered in the name of the applicable LC Issuing Bank, the Administrative Agent or any nominee of such LC Issuing Bank or of the Administrative Agent pending the remarketing of such Bonds pursuant to the applicable Remarketing Agreement and the other applicable Related Documents.

SECTION 5.02. Negative Covenants.

So long as any Loan or any other amount payable hereunder shall remain unpaid, any Letter of Credit shall remain outstanding or any Lender shall have any Commitment hereunder, the Borrower agrees that it will not:

(a)Liens, Etc. Create or suffer to exist, or cause or permit any Material Subsidiary to create or suffer to exist, any Lien on or with respect to any of its properties, including, without limitation, equity interests held by such Person in any Subsidiary of such Person, whether now owned or hereafter acquired, other than (i) Permitted Liens, (ii) Liens created under Section 2.22 or 6.02, (iii) Liens created by or pursuant to (x) the Mortgage, Security Agreement, Fixture Filing and Financing Statement, dated as of September 9, 2013, as amended, modified or supplemented, of Borrower, entered into with The Bank of New York Mellon Trust Company,

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N.A., as trustee, or (y) any other first mortgage indenture or similar agreement or instrument pursuant to which the Borrower or any of its Material Subsidiaries may issue bonds, notes or similar instruments secured by a lien on all or a substantial portion of its fixed assets, so long as under the terms of such other indenture or similar agreement or instrument no “cross-default” or similar “event of default” (howsoever designated) in respect of any bonds, notes or other instruments issued thereunder will be triggered by reference to a Default, and (iv) Liens, in addition to the foregoing, securing obligations not greater than the greater of (A) 7.5% of consolidated shareholders’ equity of all classes (whether common, preferred, mandatorily convertible preferred or preference) of the Borrower and (B) $100,000,000.

(b)Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the successor entity (if other than the Borrower) (A) assumes, in form reasonably satisfactory to the Administrative Agent, all of the obligations of the Borrower under this Agreement, (B) is a corporation or limited liability company formed under the laws of the United States of America, one of the states thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in Section 5.03 both before and after giving effect to such proposed transaction (determined as if such proposed transaction had occurred on the last day of the most recent fiscal quarter period preceding the date of such proposed transaction for which financial statements have been delivered pursuant to Section 5.01(h)) and (D) has long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P or Moody’s of at least BBB- and Baa3, respectively (or if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and Moody’s of at least A-3 and P-3, respectively), and (ii) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and provided, in each case of clause (i) where the successor entity is other than the Borrower, that the Administrative Agent shall have received, and be reasonably satisfied with, all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date of such proposed transaction.

(c)Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of all or substantially all of its assets to any Person, or grant any option or other right to purchase, lease or otherwise acquire such assets, except that the Borrower may sell, lease, transfer or otherwise dispose of all or substantially all of its assets to any Person so long as the requirements set forth in Section 5.02(b) are satisfied as if such disposition were a merger or consolidation in which the Borrower is not the surviving entity.

(d)Use of Proceeds. Use the proceeds of any Extension of Credit to buy or carry Margin Stock in violation of the Margin Regulations.

(e)Optional Redemption of Bonds. So long as any Bond Letter of Credit shall remain outstanding, cause or permit delivery of a notice of an optional redemption or purchase of the applicable Bonds or of a change in the interest modes (other than to or from a mode in which interest is payable at a rate determined daily or weekly) on such Bonds resulting in a mandatory redemption or purchase of such Bonds under the applicable Indenture, unless (i) the Borrower has deposited with the Administrative Agent, the applicable LC Issuing Bank or the applicable

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Trustee an amount equal to the principal of, premium, if any, and interest on such Bonds on the date of such redemption or purchase, or (ii) any notice of such redemption or purchase or change in the applicable interest mode is conditional upon receipt by the applicable Trustee or paying agent on or prior to the date fixed for the applicable redemption or purchase of funds (other than funds drawn under such Bond Letter of Credit) sufficient to pay the principal of, premium, if any, and interest on such Bonds on the date of such redemption or purchase.

(f)Amendments to Indenture. So long as any Bond Letter of Credit shall remain outstanding, amend, modify, terminate or grant, or permit the amendment, modification, termination or grant of, any waiver under (or consent to, or permit or suffer to occur any action or omission which results in, or is equivalent to, an amendment, modification, or grant of a waiver under) any provision of the applicable Indenture that would (i) directly affect the rights or obligations of the applicable LC Issuing Bank under the applicable Related Documents without the prior written consent of such LC Issuing Bank or (ii) have an adverse effect on the rights or obligations of the Lenders hereunder without the prior written consent of the Required Lenders.

(g)Official Statement. So long as any Bond Letter of Credit shall remain outstanding, refer to the applicable LC Issuing Bank in the Official Statement with respect to the applicable Bonds or make any changes in reference to such LC Issuing Bank in any revision, amendment or supplement without the prior consent of such LC Issuing Bank, or revise, amend or supplement such Official Statement without providing a copy of such revision, amendment or supplement, as the case may be, to such LC Issuing Bank.

(h)Use of Proceeds of Bond Letter of Credit. So long as any Bond Letter of Credit shall remain outstanding, permit any proceeds of such Bond Letter of Credit to be used for any purpose other than the payment of the principal of, interest on, redemption price of and purchase price of the applicable Bonds.

(i)Compliance with Anti-Corruption Laws and Sanctions. The Borrower will not, directly or, to the knowledge of the Borrower, indirectly, use the proceeds of any Borrowing or any Letter of Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions by the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, any other party (including each Credit Party) to this Agreement or the other Loan Documents.

SECTION 5.03. Financial Covenant.

So long as any Loan shall remain unpaid, any Letter of Credit shall remain outstanding or any Lender shall have any Commitment hereunder, the Borrower will maintain a ratio of Consolidated Debt to Consolidated Capital of not greater than 0.65 to 1.00 as of the last day of each fiscal quarter.

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ARTICLE VI

EVENTS OF DEFAULT

SECTION 6.01. Events of Default.

If any of the following events (“Events of Default”) shall occur and be continuing:

(a)The Borrower shall fail to pay any principal of any Loan when the same becomes due and payable, or shall fail to pay any interest on any Loan or make any other payment of fees or other amounts payable under this Agreement within five days after the same becomes due and payable, or shall fail to provide Cash Collateral in accordance with Section 2.21(a)(v), 2.22 or 6.02 within five days after the same is required to be provided; or

(b)Any representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect in any material respect when made; or

(c)(i) The Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 5.01(b), 5.01(j), 5.02 or 5.03, or (ii) the Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Loan Document if such failure shall remain unremedied for 30 days after written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or

(d)The Borrower or any Material Subsidiary shall fail to pay any principal of or premium or interest on any Debt (other than Debt under this Agreement) that is outstanding in a principal amount in excess of $75,000,000 in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), prior to the stated maturity thereof; or

(e)Any judgment or order for the payment of money in excess of $75,000,000 to the extent not paid or insured shall be rendered against the Borrower or any Material Subsidiary and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(f)The Borrower or any Material Subsidiary shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any Material Subsidiary seeking to adjudicate it a bankrupt or insolvent,

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or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any Material Subsidiary shall take any corporate action to authorize any of the actions set forth above in this subsection (f); or

(g)An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, has resulted in, or is reasonably likely to result in, a Material Adverse Effect; or

(h)(i) Berkshire Hathaway shall fail to own, directly or indirectly, at least 50% of the issued and outstanding shares of common stock of the Borrower, calculated on a fully diluted basis or (ii) Berkshire Hathaway Energy Company shall fail to own, directly or indirectly, at least 80% of the issued and outstanding shares of common stock of the Borrower, calculated on a fully diluted basis (each, a “Change of Control”); provided that, in each case of the foregoing clauses (i) and (ii), such failure shall not constitute an Event of Default unless and until a Rating Decline has occurred;

then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation of each Lender and each LC Issuing Bank to make Extensions of Credit to be terminated, whereupon the same shall forthwith terminate; (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the outstanding Borrowings, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the outstanding Borrowings, all such interest and all such amounts shall become and be forthwith due and payable by the Borrower, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States of America, (A) the obligation of each Lender and each LC Issuing Bank to make Extensions of Credit shall automatically be terminated and (B) the outstanding Borrowings, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) shall at the request, or may with the consent, of the Required Lenders by notice to the Borrower, give notice of the occurrence of an Event of Default to the Trustee for each series of Bonds supported by a Bond Letter of Credit issued for the account of the Borrower and instruct such Trustee either to accelerate such Bonds, thereby causing such Bond Letter of Credit to expire thereafter, per the terms of such Bond Letter of Credit, or to effect a mandatory tender of such Bonds; and (iv) shall at the request, or may with the consent, of the Required Lenders by notice to the Borrower, pursue any rights and remedies on behalf of the Lenders and the applicable LC Issuing Bank that the Administrative Agent may have under the Related Documents executed and delivered in connection with any Bond Letter of Credit.

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In addition, if an “Event of Default” (or any other similar term) under and as defined in any Indenture executed and delivered in connection with any Bond Letter of Credit (a “Bond Event of Default”) shall have occurred and be continuing, such circumstance shall constitute an Event of Default hereunder solely for the purpose of permitting the exercise of the remedies described in clauses (iii) and (iv) of the immediately preceding paragraph with respect to the Bonds for which such Bond Event of Default exists and the related Bond Letter of Credit and not for any other purpose under this Agreement. For the avoidance of doubt, a Bond Event of Default shall not give the Administrative Agent the right to exercise any other remedy described in the immediately preceding paragraph, unless such Bond Event of Default, or the facts and circumstances underlying such Bond Event of Default, gives rise to another Event of Default otherwise described in Section 6.01.

SECTION 6.02. Actions in Respect of the Letters of Credit upon Default.

If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01, then the Administrative Agent may, or shall at the request of the Required Lenders, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit in an account designated in such demand (the “LC Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date. If at any time the Administrative Agent determines that any funds held in the LC Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral Account, an amount equal to the excess of (i) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date over (ii) the total amount of funds, if any, then held in the LC Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank to the extent permitted by Applicable Law.

ARTICLE VII

THE ADMINISTRATIVE AGENT

SECTION 7.01. Appointment and Authority.

Each Lender and each LC Issuing Bank hereby irrevocably appoints Mizuho to act on its behalf as the Administrative Agent hereunder, under the other Loan Documents and the Related Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or

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thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the LC Issuing Banks, and the Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein, in any other Loan Document or any Related Document (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

SECTION 7.02. Rights as a Lender.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

SECTION 7.03. Exculpatory Provisions.

(a)The Administrative Agent shall not have any duties or obligations except those expressly set forth herein, in the other Loan Documents and in the Related Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(i)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby, by the other Loan Documents or by the Related Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein, in the other Loan Documents or in the Related Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document, any Related Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

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(iii)shall not, except as expressly set forth herein, in the other Loan Documents or in the Related Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

(b)The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 6.01, 6.02 and 8.01), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by the Borrower, a Lender or an LC Issuing Bank.

(c)The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, any other Loan Document or any Related Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document, any Related Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

SECTION 7.04. Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of any Lender or an LC Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or such LC Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or such LC Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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SECTION 7.05. Resignation of Administrative Agent.

(a)The Administrative Agent may at any time give notice of its resignation to the Lenders, the LC Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be (i) a commercial bank with an office in the United States having a combined capital and surplus of at least $500,000,000, or an Affiliate of any such bank with an office in the United States and (ii) subject to the approval of the Borrower so long as no Default shall have occurred and be continuing (such approval not to be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the LC Issuing Banks, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b)If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor, which shall be (i) a commercial bank with an office in the United States having a combined capital and surplus of at least $500,000,000, or an Affiliate of any such bank with an office in the United States and (ii) subject to the approval of the Borrower so long as no Default shall have occurred and be continuing (such approval not to be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c)With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each LC Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder, under the other Loan Documents or under the Related Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder, under the other Loan Documents and

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under the Related Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

(d)Notwithstanding anything in this Section 7.05 to the contrary, the retiring or removed Administrative Agent shall continue to hold any collateral (including cash collateral and collateral held under any Pledge Agreement) as bailee for the benefit of the LC Issuing Banks and the Lenders until a successor Administrative Agent has been appointed in accordance with this Section 7.05.

SECTION 7.06. Non-Reliance on Administrative Agent and Other Lenders.

Each Lender and LC Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and LC Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any Related Document or any related agreement or any document furnished hereunder or thereunder.

SECTION 7.07. Indemnification.

Each Lender severally agrees to indemnify the Administrative Agent (to the extent not promptly reimbursed by the Borrower and without limiting its obligation to do so) from and against such Lender’s Commitment Percentage of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement, any other Loan Document or any Related Document or any action taken or omitted by the Administrative Agent under this Agreement, any other Loan Document or any Related Document; provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct, as proven in a court of competent jurisdiction by final and nonappealable judgment. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its Commitment Percentage of any costs and expenses (including, without limitation, fees and reasonable expenses of counsel) payable by the Borrower under Section 8.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower (and without limiting its obligation to do so) after request therefor. The failure of any Lender to reimburse the Administrative Agent promptly upon demand for its Commitment Percentage of any amount required to be paid by the Lender to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its Commitment Percentage of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s Commitment

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Percentage of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 7.07 shall survive the payment in full of principal, interest and all other amounts payable hereunder.

SECTION 7.08. No Other Duties, etc.

Anything herein to the contrary notwithstanding, none of the Joint Lead Arrangers, the “Joint Bookrunners”, the “Syndication Agents” or the Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement, any other Loan Document or any Related Document, except in its capacity, as applicable, as the Administrative Agent, a Lender or an LC Issuing Bank hereunder or thereunder.

SECTION 7.09. Erroneous Payments.

(a)If the Administrative Agent notifies a Lender, LC Issuing Bank or Credit Party, or any Person who has received funds on behalf of a Lender, LC Issuing Bank or Credit Party such Lender or LC Issuing Bank (any such Lender, LC Issuing Bank, Credit Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, LC Issuing Bank, Credit Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, LC Issuing Bank or Credit Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b)Without limiting immediately preceding clause (a), each Lender, LC Issuing Bank or Credit Party, or any Person who has received funds on behalf of a Lender, LC Issuing Bank or Credit Party such Lender or LC Issuing Bank, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment,

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prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, LC Issuing Bank or Credit Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i)(A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii)such Lender, LC Issuing Bank or Credit Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 7.09(b).

(c)Each Lender, LC Issuing Bank or Credit Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender, LC Issuing Bank or Credit Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender, LC Issuing Bank or Credit Party from any source, against any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(d)In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender or LC Issuing Bank that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or Issuing Lender at any time, (i) such Lender or LC Issuing Bank shall be deemed to have assigned its Loans (but not its Commitments) of the relevant class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the

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assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or LC Issuing Bank shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender or LC Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning LC Issuing Bank shall cease to be a Lender or LC Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning LC Issuing Bank and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or LC Issuing Bank shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender or LC Issuing Bank (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or LC Issuing Bank and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender, LC Issuing Bank or Credit Party under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

(e)The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party for the purpose of making a payment or prepayment of the obligations.

(f)To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous

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Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine

(g)Each party’s obligations, agreements and waivers under this Section 7.09 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or LC Issuing Bank, the termination of the Commitments and/or the repayment, satisfaction or discharge of all obligations (or any portion thereof) under any Loan Document.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.01. Amendments, Etc.

Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, or (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section 2.21. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.

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SECTION 8.02. Notices, Etc.

(a)Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:

(i)if to the Borrower, to it at 666 Grand Avenue, Suite 500, Des Moines, Iowa 50309-2580, Attention: James C. Galt, Treasurer (Facsimile No.: (515) 242-4019; Telephone No. (515) 281-2521);

(ii)if to the Administrative Agent, to Mizuho Bank, Ltd. at 1800 Plaza Ten Harborside Financial Center, Jersey City, NJ 07311, Attention:Sophia White-LarmondJoyce Raynor, Loan Administration Unit(Telephone: (201)626-9134; Facsimile: (201) 626-9941626-9330; Email: lau_agent@mizuhogroup.com);

(iii)if to any LC Issuing Bank identified on Schedule II hereto, at the address specified opposite its name on Schedule II hereto, and if to any other LC Issuing Bank, at such address as shall be designated by such LC Issuing Bank in a written notice to the Administrative Agent and the Borrower;

(iv)if to any Initial Lender, at its Lending Office specified opposite its name on Schedule I hereto, and if to any other Lender at its Lending Office specified in the Assignment and Assumption pursuant to which it became a Lender.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications, to the extent provided in subsection (b) below, shall be effective as provided in said subsection (b).

(b)Electronic Communications. Notices and other communications to the Lenders and the LC Issuing Banks hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or any LC Issuing Bank pursuant to Section 2.02 or 2.04 if such Lender or such Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”

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function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c)Change of Address, etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(d)Platform.

(i)The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available to the LC Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the “Platform”).

(ii)The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of communications through the Platform except to the extent that such damages are found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Agent Party’s gross negligence or willful misconduct. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Administrative Agent, any Lender or any LC Issuing Bank by means of electronic communications pursuant to this Section, including through the Platform.

SECTION 8.03. No Waiver; Remedies.

No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

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SECTION 8.04. Costs and Expenses; Indemnification.

(a)The Borrower agrees to pay promptly upon demand (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement, and (ii) all reasonable out of pocket expenses incurred by any LC Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Borrower further agrees to pay promptly upon demand all reasonable costs and expenses of the Administrative Agent, the Lenders and the LC Issuing Banks, if any, (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, including, without limitation, reasonable fees and expenses of one outside counsel for the Administrative Agent, the Lenders and the LC Issuing Banks taken as a whole in connection with the enforcement of rights under this Section 8.04(a) (and, with respect to matters referred to in clause (A) of this sentence only, separate counsel for the Administrative Agent, any Lender and any LC Issuing Banks to the extent needed to avoid an actual or potential conflict of interest).

(b)The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Joint Lead Arrangers and each LC Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit, and shall reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party (but if not a party thereto, then only with respect to such proceedings where such Indemnified Party (i) is subject to legal process or other compulsion of law, (ii) believes in good faith that it will be so subject, or

(2)believes in good faith that it is necessary or appropriate for it to resist any legal process or other compulsion of law which is purported to be asserted against it) and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment

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to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. This Section 8.04(b) shall not apply with respect to Taxes that are Indemnified Taxes, Excluded Taxes or Taxes that are covered by Section 2.15(a)(ii).

(c)If any payment of principal of, or Conversion of, any SOFR Rate Revolving Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Revolving Loan, as a result of a payment or Conversion pursuant to Section 2.06(c), 2.07(c), 2.09, 2.12(b), 2.13, 2.14, 2.15 or 2.16, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01, assignment to another Lender upon demand of the Borrower pursuant to Section 2.20(b) or for any other reason (in the case of any such payment or Conversion), the Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Loan.

(d)Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.15, 2.16, 2.19 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder.

(e)The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence or willful misconduct.

(f)In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, the Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such

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Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

SECTION 8.05. Right of Set-off.

Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 8.06. Binding Effect.

This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent and when the Administrative Agent shall have been notified by each Initial Lender that such Initial Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent each Lender and each LC Issuing Bank (upon its appointment pursuant to Section 2.04) and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of all of the Lenders.

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SECTION 8.07. Assignments and Participations.

(a)Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, each Lender and each LC Issuing Bank, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the LC Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)Minimum Amounts.

(A)in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in subsection (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii)Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned.

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(iii)Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A)the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender or an Affiliate of a Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received written notice thereof;

(B)the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment or an Affiliate of such Lender; and

(C)the consent of each LC Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.

(iv)Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v)No Assignment to Certain Persons. No such assignment shall be made to

(A) the Borrower or any of the Borrower’s Affiliates (except for any Affiliate of Berkshire Hathaway not controlled directly or indirectly by the Borrower that is a commercial lender acquiring rights and obligations under this Agreement in the ordinary course of its business) or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

(vi)No Assignment to Natural Persons. No such assignment shall be made to a natural Person.

(vii)Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in

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full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each LC Issuing Bank and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this subsection, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (C) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c)Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments and Termination Date of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower, any LC Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates (except for any Affiliate of Berkshire Hathaway not controlled directly or indirectly by the Borrower that is a commercial lender acquiring participations under this Agreement in the ordinary course of its business) or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to

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it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Administrative Agent, the LC Issuing Banks and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 7.07 with respect to any payments made by such Lender to its Participant(s).

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 8.01 requiring the consent of each Lender directly affected thereby that directly affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.18 and 8.04(c) (subject to the requirements and limitations therein, including the requirements under Section 2.18(g) (it being understood that the documentation required under Section 2.18(g) shall be delivered to the participating Lender or the applicable Withholding Agent to the extent required by Applicable Law)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.20 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15 or 2.18, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.20(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.05 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.19 as though it were a Lender.    Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or to comply with other requirements under applicable tax law.    The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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(e)Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central banking authority; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 8.08. Confidentiality.

Neither the Administrative Agent nor any Lender shall disclose any Confidential Information to any other Person without the consent of the Borrower, other than (i) to the Administrative Agent’s or such Lender’s Affiliates and their officers, directors, employees, agents and advisors, to the Administrative Agent or a Lender and, as contemplated by Section 8.07, to actual or prospective assignees and participants, and then only on a confidential basis, (ii) as required by any law, rule or regulation or judicial process, (iii) to any rating agency when required by it, provided, that, prior to any such disclosure, such rating agency, commercial paper dealer or provider shall undertake to preserve the confidentiality of any Confidential Information received by it from such Lender, (iv) as requested or required by any state, federal or foreign authority or examiner regulating banks, banking or other financial institutions, (v) to any direct, indirect, actual or prospective counterparty (and its advisor) to any swap, derivative or securitization transaction related to the obligations under this Agreement on a confidential basis, (vi) to any credit insurance provider relating to the Borrower and its obligations on a confidential basis and (vii) pursuant to a request or requirement from a regulatory authority (governmental or non-governmental self-regulatory authority) having jurisdiction over a Lender; provided that unless prohibited by Applicable Law, each Lender and the Administrative Agent agree, prior to disclosure thereof, to notify the Borrower of any request for disclosure of any such Confidential Information (x) by any Governmental Authority or representative thereof (other than any such request in connection with an examination of such Lender or the Administrative Agent by such Governmental Authority) or (y) pursuant to legal process.

SECTION 8.09. Governing Law.

EACH LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

SECTION 8.10. Severability.

In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired hereby.

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SECTION 8.11. Execution in Counterparts.

This Agreement may be executed in any number of counterparts and by different 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. Delivery of an executed counterpart of a signature page to this Agreement by telecopier or other electronic transmission (including by e-mail with a PDF attachment of an executed counterpart) shall be effective as delivery of an original executed counterpart of this Agreement.

SECTION 8.12. Jurisdiction, Etc.

(a)Each party hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, any LC Issuing Bank, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in the Borough of Manhattan in New York City, and of the United States District Court of the Southern District of New York sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each party hereto agrees that a final judgment in any such action, litigation 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.

(b)The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c)Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 8.02. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

SECTION 8.13. Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) OR THE ACTIONS OF THE ADMINISTRATIVE AGENT, ANY LC ISSUING BANK, THE BORROWER OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR

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ENFORCEMENT THEREOF. TO THE EXTENT THEY MAY LEGALLY DO SO, BORROWER, THE ADMINISTRATIVE AGENT, THE LC ISSUING BANKS AND THE LENDERS HEREBY AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTY OR PARTIES HERETO TO WAIVER OF ITS OR THEIR RIGHT TO TRIAL BY JURY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 8.14. USA Patriot Act.

Each Lender that is subject to the Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law as of October 26, 2001)) (as amended, restated, modified or otherwise supplemented from time to time, the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Patriot Act. The Borrower shall, and shall cause each of its Subsidiaries to, provide to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act, including, without limitation, the Beneficial Ownership Regulation for the Borrower to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.

SECTION 8.15. No Fiduciary Duty.

The Credit Parties and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Documents or the Related Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents and the Related Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of

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whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters), and (y) each Lender Party is acting solely as principal hereunder and under the other Loan Documents and the Related Documents and not as the agent or fiduciary of the Borrower, its management, securities holders or creditors. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with the transactions contemplated by the Loan Documents or the Related Documents or the process leading thereto.

SECTION 8.16. Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)the effects of any Bail-In Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

SECTION 8.17. No Novation; Reaffirmation.

The Borrower agrees that this Agreement amends and restates and is substituted for (and is not executed in novation of) the Existing Credit Agreement and that the outstanding obligations of the Borrower under the Existing Credit Agreement (as well as any new obligations incurred on the Closing Date) are now evidenced by this Agreement. All “Loans” and “Borrowings” made and other obligations incurred under (and as defined in) the Existing Credit Agreement which remain outstanding on the Closing Date shall continue as Loans, Borrowings

97

and other obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents and the Borrower hereby reaffirms all such obligations after giving effect to the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.

SECTION 8.18. Certain ERISA Matters.

(a)Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true:

(i)such Lender is not using “plan assets” (within the meaning of 29 CFR

§2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement,

(ii)the transaction exemption set forth in one or more PTEs, such as PTE84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection

(a)of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b)In addition, unless either (1) sub-clause (i) in the immediately preceding clause

(a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party

98

hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

[Remainder of page intentionally left blank.]

ANNEX B

Schedule I to Credit Agreement

See attached.

SCHEDULE I

LIST OF COMMITMENT AMOUNTS AND LENDING OFFICES

MIDAMERICAN ENERGY COMPANY

U.S. $1,500,000,000 Third Amended and Restated Credit Agreement

Name of Bank	CommitmentAmount	Lending Office
Mizuho Bank, Ltd.	$87,380,106.76	1271 Avenue of the Americas New York, New York 10020 Contact: Joseph Chan Phone: (212) 282-4430 Email: joseph.chan@mizuhogroup.com
JPMorgan Chase Bank, N.A.	$87,380,106.76	8181 Communications Pkwy Plano, TX 75024 Contact: Vithal Giri Phone: +91-80-6790-5186 Group Email : na_cpg@jpmorgan.com
MUFG Bank, Ltd.	$87,380,106.75	1251 Avenue of the Americas New York, NY 10020-1104 Contact: Brian Williams Phone: (713) 655-3840 Email: brwilliams@us.mufg.jp Group Email: irisuscb@us.mufg.jp
Wells Fargo Bank, National Association	$87,380,106.75	90 S. 7th Street MAC: N9305-156 Minneapolis, MN 55402 Contact: Greg Gredvig Phone: (612) 667-4832 Fax : (612) 316-0506 Email: gregory.r.gredvig@wellsfargo.com Group Email: RKELCLNSVPayments@wellsfargo.com

Name of Bank	CommitmentAmount	Lending Office
Barclays Bank PLC	$87,380,106.75	745 Seventh Avenue New York, New York 10019 Contact: Manoj Jain Phone: (201) 499-2063 Email: manoj.jain@barclays.com
Citibank, N.A.	$87,380,106.75	399 Park Avenue, 16th Floor 5 New York, New York 10043 Contact: Loan Administration Phone: (302) 894-6052 Fax: (212) 994-0847 Email: GLOriginationOps@citi.com
Sumitomo Mitsui Banking Corporation	$87,380,106.75	277 Park Avenue New York, New York 10172 Contact: Emily Estevez Phone: (212) 224-4177   Fax : (212) 224-4384 Email: eestevez@smbclf.com
U.S. Bank National Association	$87,380,106.75	1700 Farnam Street Omaha, Nebraska 68102 Contact: Karen Nelsen Phone: (402) 536-5104 Fax : (402) 536-5213 Email: karen.nelsen@usbank.com Group Email: CLSSyndicationServicesTeam@usbank.com
Bank of America, N.A.	$87,380,106.75	One Bryant Park New York, NY 10036 Contact: Michael Moulton Phone: (646) 855-5783 Email: michael.moulton@bofa.com Group Email: Bank_of_America_As_Lender_3@baml.com

Name of Bank	CommitmentAmount	Lending Office
Bank of Montreal	$62,423,000.00	115 S. LaSalle St., 17th Floor West Chicago, IL 60603 Contact: Michael Cummings Phone: (929) 837-9074 Email: michael.cummings@bmo.com
PNC Bank, National Association	$87,380,106.75	249 Fifth Avenue One PNC Plaza Pittsburgh, Pennsylvania 15222 Contact: Janet Gordon Phone: (440) 546-6564 Fax: (877) 717-5502 Email: janet.gordon@pnc.com Group Email: ParticipationCloserRequests@pnc.com
Royal Bank of Canada	$62,423,000.00	Three World Financial Center 200 Vesey Street, 5th Floor New York, NY 10281 Contact: Global Loans Administration Phone: (212) 428-2372 Fax: (212) 428-2372 Email: RBCNewYorkGLA3@rbc.com
TD Bank, N.A.	$62,423,000.00	1 Vanderbilt Avenue, 12th Floor New York, NY 10017 Contact: Paul Yoon Email: paul.yoon@tdsecurities.com Group Email: TDBNANotices@tdsecurities.com
The Bank of Nova Scotia	$62,423,000.00	720 King Street W-2nd floor, Toronto, Ontario, Canada M5V 2T3 Primary Contact: Priyanka Rao Secondary Contact: Jamie Breese Phone: (212) 225-5705 Fax: (212) 225-5709 Email: GWSUSCorp_LoanOps@scotiabank.com

Name of Bank	CommitmentAmount	Lending Office
Canadian Imperial Bank of Commerce, New York Branch	$62,423,000.00	595 Bay Street, 5th Floor Toronto, ON M5G 2C2 Contact: Angela Tom Phone: (416) 542-4446 Fax: (905) 948-1934
CoBank, ACB	$48,075,000.00	6340 S. Fiddlers Green Circle Greenwood Village, CO 80111 Contact: Credit Information Services Fax : (303) 224-6101 Email: CIServices@cobank.com
KeyBank National Association	$48,684,960.37	4900 Tiedeman Road Brooklyn, OH 44144 Contact: KAS Servicing Phone: (216) 813-5647 Fax : (216) 370-5997 Email: kas_servicing@keybank.com Group Email: kas_servicing@keybank.com
National Australia Bank Limited	$48,075,000.00	245 Park Ave. 28th Floor New York, NY 10167 Contact: Eli Davis Phone: 212-916-9550 Email: eli.davis@nabny.com
The Bank of New York Mellon	$48,075,000.00	6023 Airport Road Oriskany, NY 13424 Contact: CBLA Phone: None Fax: (315) 765-4822 Email: CBLA2@bnymellon.com

Name of Bank	CommitmentAmount	Lending Office
Truist Bank	$62,423,000.00	303 Peachtree St, NE Atlanta, GA 30308 Contact: Lauren Gallagher Phone: (404) 926-5674 Email: dl.cib.cross.booking@truist.com
The Northern Trust Company	$18,750,972.11	50 S. LaSalle Street Chicago, Illinois 60603 Contact: Lisa DeCristofaro Phone: (312) 444-2336 Email: lm79@ntrs.com
National Cooperative Services Corporation	$25,000,000.00	20701 Cooperative Way Dulles, Virginia 20166 Contact: Paula Kramp Phone: (703) 467-2733 Fax: (703) 467-5653 Email: Paula.Kramp@nrucfc.coop
Bankers Trust Company	$15,000,000.00	453 7th Street Des Moines, IA 50309 Contact: Aldin Hodzic Phone: (515) 245-5276 Email: ahodzic@bankerstrust.com
TOTAL	$1,500,000,000

Schedule II to Credit Agreement

See attached.

SCHEDULE II

LIST OF FRONTING COMMITMENTS

MIDAMERICAN ENERGY COMPANY

U.S. $1,500,000,000 Third Amended and Restated Credit Agreement

LC Issuing Bank	LC Issuing Bank Address	FrontingCommitment
Mizuho Bank, Ltd.	1271 Avenue of the Americas New York, New York 10020 Contact: Andrew Taylor Phone: (212) 282-4114 Email: andrew.taylor@mizuhogroup.com	$100,000,000
Barclays Bank PLC	745 Seventh Avenue New York, New York 10019 Contact: Nnamdi Otudoh Phone: (201) 526-8527 Email: Nnamdi.otudoh@barclays.com Group Email: xrabdmlcsupport@barclays.com	$100,000,000
Sumitomo Mitsui Banking Corporation	277 Park Avenue New York, New York 10172 Contact: Emily Estevez Phone: (212) 224-4177   Fax : (212) 224-4384 Email: eestevez@smbclf.com	$100,000,000
Bank of America, N.A.	1 Fleet Way Scranton, Pennsylvania 18507 Contact: Michael A. Grizzanti Phone: 570-496-9621  Fax: 1-800-755-8743 Group Email: scranton_standby_lc@bofa.com	$45,000,000

EX-10.7

EXHIBIT 10.7

Execution Version

FIRST AMENDMENT TO

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT

AGREEMENT (this “Amendment”), dated as of June 30, 2023, is by and among NEVADA POWER COMPANY, a Nevada corporation (the “Borrower”), the banks, financial institutions and other institutional lenders listed on the signature pages hereto (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and the LC Issuing Banks. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

W I T N E S S E T H

WHEREAS, the Borrower, the banks, financial institutions and other institutional lenders party thereto, and the Administrative Agent are parties to that certain Fifth Amended and Restated Credit Agreement dated as of June 30, 2022 (as may be amended, amended and restated, modified, extended, restated, replaced, or otherwise supplemented from time to time, the “Existing Credit Agreement”; and, as amended by this Amendment, the “CreditAgreement”);

WHEREAS, the Borrower has requested that the Lenders amend certain provisions of the Existing Credit Agreement; and

WHEREAS, the Lenders are willing to make such amendments to the Existing Credit Agreement, in accordance with and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

AMENDMENTS TO CREDIT AGREEMENT

1.1Amendments to Existing Credit Agreement. The Existing Credit Agreement is hereby amended to delete the red stricken text (indicated textually in the same manner as the following example:stricken text), add the blue double-underlined text (indicated textually in the same manner as the following example:double-underlined text) and move the green stricken text (indicated textually in the same manner as the following example:stricken text) to where the green underlined text is located (indicated textually in the same manner as the following example:underlined text), as set forth in the conformed copy of the Credit Agreement attached as Annex A hereto.

59171808

1.2Amendments to Certain Schedules to Existing Credit Agreement. Each of Schedule I(A) and Schedule II(A) to the Existing Credit Agreement is hereby amended and restated as set forth on Annex B hereto. Each of Schedule I(B) and Schedule II(B) to the Existing Credit Agreement is hereby deleted in its entirety. No other Schedules or Exhibits to the Existing Credit Agreement shall be modified or otherwise affected.

ARTICLE II CONDITIONS TO EFFECTIVENESS

2.1Closing Conditions. This Amendment shall become effective as of the day and year set forth above (the “Amendment Effective Date”) upon satisfaction (or waiver) of the following conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent):

(a)The Administrative Agent shall have received a copy of this Amendment duly executed by the Borrower, the Lenders and the Administrative Agent.

(b)The Administrative Agent shall have received promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d) of the Credit Agreement, duly executed by the Borrower.

(c)The Administrative Agent shall have received a certificate from the Secretary of State of Nevada (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.

(d)The Administrative Agent shall have received certified copies of the resolutions of the board of directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and Governmental Approvals required for the execution, delivery and performance by the Borrower of this Amendment.

(e)The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Amendment, and

(B)that attached thereto are true and correct copies of the bylaws of the Borrower as in effect on such date.

(f)The Administrative Agent shall have received a favorable opinion of in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.

(g)The Administrative Agent shall have received a favorable opinion of New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.

(h)The Administrative Agent shall have received an Officer’s Certificate pursuant to the authority granted in the Board Resolutions of the Borrower dated as of

2

June 30, 2021, the General and Refunding Mortgage Indenture and the General and Refunding Mortgage Bond, certifying that (A) the Termination Date was extended to June 30, 2026 pursuant to and in accordance with the terms of this Agreement, including any requirements for approval by the lenders under this Agreement, (B) to such Authorized Officer’s knowledge, no Event of Default has occurred and is continuing or would result from the amendment and restatement of the Existing Credit Agreement, and

(C)such Authorized Officer has read all of the covenants and conditions contained in the Indenture, and the definitions in the General and Refunding Mortgage Indenture relating thereto, relating to the issuance of the General and Refunding Mortgage Bond and in respect of compliance with which such Officer’s Certificate is made.

(i)On such date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated such date, stating that:

(i)the representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and

(ii)no event has occurred and is continuing that constitutes a Default.

(j)The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, the Joint Lead Arrangers and the Lenders payable on the date hereof (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable).

(k)The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders reasonably in advance of the date hereof.

(l)The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuing Bank shall have reasonably requested through the Administrative Agent reasonably in advance of the date hereof.

ARTICLE III

MISCELLANEOUS

3.1Amended Terms. On and after the Amendment Effective Date, all references to the “Credit Agreement” in each of the Loan Documents shall hereafter mean the Credit Agreement.

3

3.2Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:

(a)The execution, delivery and performance by the Borrower of this Amendment, and the consummation of the transactions contemplated hereby, are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate action. This Amendment has been duly executed and delivered by the Borrower.

(b)No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of this Amendment.

(c)The execution, delivery and performance by the Borrower of this Amendment will not (i) violate (A) the articles of incorporation or bylaws (or comparable documents) of the Borrower or any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound or (iii) result in the creation or imposition of any Lien on the property of the Borrower or any of its Material Subsidiaries other than Permitted Liens and Liens required under the Credit Agreement, except to the extent such conflict, breach or default referred to in the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(d)The representations and warranties, as to the Borrower, set forth in Section

4.01 of the Credit Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are specifically qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date).

(e)After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default.

3.3Loan Document. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement.

3.4Expenses. Without duplication to the costs and expenses set forth in Section 2.1(j) hereof, the Borrower agree to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Administrative Agent’s legal counsel.

4

3.5Further Assurances. The Borrower agrees to promptly take such action, upon the reasonable request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.

3.6Entirety. This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

3.7Counterparts; Electronic Execution. This Amendment may be executed in any number of counterparts and by different 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. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic transmission (including by e-mail with a PDF attachment of an executed counterpart) shall be effective as delivery of an original executed counterpart of this Amendment.

3.8No Actions, Claims, Etc. As of the date hereof, the Borrower hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.

3.9GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

3.10Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

3.11Jurisdiction, Etc.; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Section 8.12 and 8.13 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

5

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written.

NEVADA POWER COMPANY,

as the Borrower

By: /s/ Adrian Cacuci______________

Adrian Cacuci

Treasurer

Signature Page to First Amendment to Nevada Power Company Credit Agreement

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lender

By: /s/ Gregory R. Gredvig________________

Name: Gregory R. Gredvig

Title: Director

Signature Page to First Amendment to Nevada Power Company Credit Agreement

JPMORGAN CHASE BANK, N.A., as Lender

By: /s/ Nancy R. Barwig________________

Name: Nancy R. Barwig

Title: Executive Director

Signature Page to First Amendment to Nevada Power Company Credit Agreement

MIZUHO BANK, LTD., as Lender

By: /s/ Edward Sacks________________

Name: Edward Sacks

Title: Authorized Signatory

Signature Page to First Amendment to Nevada Power Company Credit Agreement

MUFG BANK, LTD., as Lender

By: /s/ Ricky Vargas________________

Name: Ricky Vargas

Title: Vice President

Signature Page to First Amendment to Nevada Power Company Credit Agreement

CITIBANK, N.A., as Lender

By: /s/ Daniel Boselli________________

Name: Daniel Boselli

Title: Vice President

Signature Page to First Amendment to Nevada Power Company Credit Agreement

U.S. BANK NATIONAL ASSOCIATION, as Lender

By: /s/ John M. Eyerman________________

Name: John M. Eyerman

Title: Senior Vice President

Signature Page to First Amendment to Nevada Power Company Credit Agreement

BARCLAYS BANK PLC, as Lender

By: /s/ Sydney G. Dennis________________

Name: Sydney G. Dennis

Title: Director

Signature Page to First Amendment to Nevada Power Company Credit Agreement

SUMITOMO MITSUI BANKING

CORPORATION, as Lender

By: /s/ Suela Von Bergen________________

Name: Suela Von Bergen

Title: Director

Signature Page to First Amendment to Nevada Power Company Credit Agreement

BANK OF AMERICA, N.A., as Lender

By: /s/ Dee Dee Parkas________________

Name: Dee Dee Parkas

Title: Managing Director

Signature Page to First Amendment to Nevada Power Company Credit Agreement

ROYAL BANK OF CANADA, as Lender

By: /s/ Martina Wellik________________

Name: Martina Wellik

Title: Authorized Signatory

Signature Page to First Amendment to Nevada Power Company Credit Agreement

THE BANK OF NOVA SCOTIA, as Lender

By: /s/ David Dewar________________

Name: David Dewar

Title: Director

Signature Page to First Amendment to Nevada Power Company Credit Agreement

BANK OF MONTREAL, as Lender

By: /s/ Michael Cummings________________

Name: Michael Cummings

Title: Managing Director

Signature Page to First Amendment to Nevada Power Company Credit Agreement

PNC BANK, NATIONAL ASSOCIATION, as

Lender and LC Issuing Bank

By: /s/ Rachel Kozemchak________________

Name: Rachel Kozemchak

Title: Assistant Vice President

Signature Page to First Amendment to Nevada Power Company Credit Agreement

TD BANK, N.A., as Lender

By: /s/ Bernadette Collins________________

Name: Bernadette Collins

Title: Senior Vice President

Signature Page to First Amendment to Nevada Power Company Credit Agreement

COBANK, ACB, as Lender

By: /s/ Jared A. Greene________________

Name: Jared A. Greene

Title: Assistant Corporate Secretary

Signature Page to First Amendment to Nevada Power Company Credit Agreement

TRUIST BANK, as Lender

By: /s/ Catherine Strickland________________

Name: Catherine Strickland

Title: Vice President

Signature Page to First Amendment to Nevada Power Company Credit Agreement

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as Lender

By: /s/ Amit Vasani________________

Name: Amit Vasani

Title: Managing Director

Signature Page to First Amendment to Nevada Power Company Credit Agreement

KEYBANK NATIONAL ASSOCIATION, as Lender

By: /s/ Jonathan Bouvet________________

Name: Jonathan Bouvet

Title: Senior Vice President

Signature Page to First Amendment to Nevada Power Company Credit Agreement

NATIONAL AUSTRALIA BANK LIMITED, as Lender

By: /s/ Daniel Denehan________________

Name: Daniel Denehan

Title: Associate Director

Signature Page to First Amendment to Nevada Power Company Credit Agreement

THE BANK OF NEW YORK MELLON, as Lender

By: /s/ Molly H. Ross________________

Name: Molly H. Ross

Title: Vice President

Signature Page to First Amendment to Nevada Power Company Credit Agreement

THE NORTHERN TRUST COMPANY, as Lender

By: /s/ Lisa DeCristofaro________________

Name: Lisa DeCristofaro

Title: SVP

Signature Page to First Amendment to Nevada Power Company Credit Agreement

ANNEX A

Credit Agreement

See attached.

Execution VersionConformed through First Amendment dated June 30, 2023

PUBLISHED CUSIP NUMBERS:    64142QAN7

64142QAP2

U.S. $600,000,000

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of June 30, 2022 Among

NEVADA POWER COMPANY

as the Borrower

THE INITIAL LENDERS NAMED HEREIN

as Initial Lenders

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Administrative Agent and

THE LC ISSUING BANKS PARTY HERETO FROM TIME TO TIME

as LC Issuing Banks

WELLS FARGO SECURITIES, LLC JPMORGAN CHASE BANK, N.A. MIZUHO BANK, LTD.   MUFG UNION BANK, N.A.LTD. CITIBANK, N.A. BARCLAYS BANK PLC U.S. BANK NATIONAL ASSOCIATION BOFA SECURITIES, INC. CITIBANK, N.A. PNC CAPITAL MARKETS LLCSUMITOMO MITSUI BANKING CORPORATION U.S. BANK NATIONAL ASSOCIATION

Joint Lead Arrangers and Joint Bookrunners

JPMORGAN CHASE BANK, N.A. MIZUHO BANK, LTD. MUFG UNION BANK, N.ALTD. CITIBANK, N.A. BARCLAYS BANK PLC U.S. BANK NATIONAL ASSOCIATION SUMITOMO MITSUI BANKING CORPORATION PNC BANK, NATIONAL ASSOCIATION Syndication Agents ROYAL BANK OF CANADA BANK OF MONTREAL THE BANK OF NOVA SCOTIA  TD BANK, N.A. BANK OF AMERICA, N.A. Documentation Agents

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS1

SECTION 1.01. Certain Defined Terms.1 SECTION 1.02. Computation of Time Periods.33 SECTION 1.03. Accounting Terms.33 SECTION 1.04. Classification of Loans and Borrowings.33 SECTION 1.05. Other Interpretive Provisions.33 SECTION 1.06. Interest Rates; Benchmark Notification.34

ARTICLE II AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT35

SECTION 2.01. The Revolving Loans.35 SECTION 2.02. Making the Revolving Loans.35 SECTION 2.03. [Reserved]37 SECTION 2.04. Letters of Credit.37 SECTION 2.05. Fees.42

SECTION 2.06. Extension of the Termination Date.43 SECTION 2.07. Increase of the Commitments.45 SECTION 2.08. Termination or Reduction of the Commitments.46 SECTION 2.09. Repayment of Loans.47 SECTION 2.10. Evidence of Indebtedness.47 SECTION 2.11. Interest on Loans.48 SECTION 2.12. Interest Rate Determination.48 SECTION 2.13. Conversion of Revolving Loans.51 SECTION 2.14. Optional Prepayments of Loans.52 SECTION 2.15. Increased Costs.52 SECTION 2.16. Illegality.53 SECTION 2.17. Payments and Computations.54 SECTION 2.18. Taxes.55

SECTION 2.19. Sharing of Payments, Etc.59 SECTION 2.20. Mitigation Obligations; Replacement of Lenders.60 SECTION 2.21. Defaulting Lenders.61 SECTION 2.22. Cash Collateral.64

ARTICLE III CONDITIONS PRECEDENT65

SECTION 3.01. Conditions Precedent to Effectiveness.65 SECTION 3.02. Conditions Precedent to each Extension of Credit.66 SECTION 3.03. Conditions Precedent to Issuance of Each Bond Letter of Credit.67

ARTICLE IV REPRESENTATIONS AND WARRANTIES69

SECTION 4.01. Representations and Warranties of the Borrower.69

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ARTICLE V COVENANTS OF THE BORROWER73

SECTION 5.01. Affirmative Covenants.73 SECTION 5.02. Negative Covenants.76 SECTION 5.03. Financial Covenant.79

ARTICLE VI EVENTS OF DEFAULT79

SECTION 6.01. Events of Default.79 SECTION 6.02. Actions in Respect of the Letters of Credit upon Default.82

ARTICLE VII THE ADMINISTRATIVE AGENT83

SECTION 7.01. Appointment and Authority.83 SECTION 7.02. Rights as a Lender.83 SECTION 7.03. Exculpatory Provisions.83 SECTION 7.04. Reliance by Administrative Agent.85 SECTION 7.05. Resignation of Administrative Agent.85 SECTION 7.06. Non-Reliance on Administrative Agent and Other Lenders.86 SECTION 7.07. Indemnification.86 SECTION 7.08. No Other Duties, etc.87 SECTION 7.09. Collateral Release Matters.87 SECTION 7.10. Erroneous Payments.88

ARTICLE VIII MISCELLANEOUS91

SECTION 8.01. Amendments, Etc.91 SECTION 8.02. Notices, Etc.92 SECTION 8.03. No Waiver; Remedies.94 SECTION 8.04. Costs and Expenses; Indemnification.94 SECTION 8.05. Right of Set-off.96 SECTION 8.06. Binding Effect.96 SECTION 8.07. Assignments and Participations.97 SECTION 8.08. Confidentiality.101 SECTION 8.09. Governing Law.101 SECTION 8.10. Severability.102 SECTION 8.11. Execution in Counterparts.102 SECTION 8.12. Jurisdiction, Etc.102 SECTION 8.13. Waiver of Jury Trial.102 SECTION 8.14. USA Patriot Act.103 SECTION 8.15. No Fiduciary Duty.103 SECTION 8.16. Acknowledgement and Consent to Bail-In of Affected Financial

Institutions.104 SECTION 8.17. No Novation; Reaffirmation.105 SECTION 8.18. Certain ERISA Matters.105 SECTION 8.19. Acknowledgement Regarding Any Supported QFCs.106

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EXHIBITS AND SCHEDULES
EXHIBIT A	---------------	Form of Notice of Borrowing
EXHIBIT B	---------------	Form of Request for Issuance
EXHIBIT C	---------------	Form of Assignment and Assumption
EXHIBIT F-1	---------------	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT F-2	---------------	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT F-3	---------------	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT F-4	---------------	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
SCHEDULE I(A)	---------------	List of Commitment Amounts and Applicable Offices (Pre-SPPC Merger Modification Effective Date)
SCHEDULE I(B)	---------------	List of Commitment Amounts and Applicable Offices (Post-SPPCMerger Modification Effective Date)
SCHEDULE II(A)	---------------	List of Fronting Commitments (Pre-SPPC Merger Modification Effective Date)
SCHEDULE II(B)	---------------	List of Fronting Commitments (Post-SPPC Merger Modification Effective Date)
SCHEDULE III	---------------	List of Material Subsidiaries
SCHEDULE IV	---------------	Existing Letters of Credit

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FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 30,

2022 (as further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among NEVADA POWER COMPANY, a Nevada corporation (the “Borrower”), the banks, financial institutions and other institutional lenders listed on the signatures pages hereof (the “Initial Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo Bank”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as hereinafter defined), and the LC Issuing Banks (as hereinafter defined) party hereto from time to time.

BACKGROUND

This Agreement amends and restates in its entirety the Fourth Amended and Restated Credit Agreement, dated as of June 30, 2021, by and among the Borrower, Wells Fargo Bank, as administrative agent, and the existing lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”).

In consideration of the premises and of the mutual agreements herein contained and intending to be legally bound hereby, the parties hereto agree that the above-referenced existing credit agreement be and it hereby is amended and restated to read in full as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms.

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Adjusted Daily Simple SOFR” means an interest rate per annum equal to (a) the Daily Simple SOFR, plus (b) 0.10%; provided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted Term SOFR” means, for any Interest Period, an interest rate per annum equal to (a) Term SOFR for such Interest Period, plus (b) 0.10%; provided that if Adjusted Term SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Administrative Agent” has the meaning specified in the first paragraph of this Agreement.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

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“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, the term “control” (including the terms “controlled by” and “under common control with”) of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.

“Agent Fee Letter” means the letter agreement dated May 3, 2021 among the Borrower and the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Agent Parties” has the meaning specified in Section 8.02(d)(ii).

“Agent’s Account” means the account of the Administrative Agent designated from time to time in a written notice to the Lenders and the Borrower as the account to which the Lenders are to fund Borrowings and the Borrower is to make payments under this Agreement.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any Subsidiary of the Borrower or their respective activities from time to time concerning or relating to bribery or corruption, including, without limitation, (i) the United States Foreign Corrupt Practices Act of 1977, as amended from time to time, and the applicable regulations thereunder, and (ii) to the extent applicable, the United Kingdom’s Bribery Act 2010, as amended from time to time.

“Applicable Law” means (i) all applicable common law and principles of equity and (ii) all applicable provisions of all (A) constitutions, statutes, rules, regulations and orders of all Governmental Authorities, (B) Governmental Approvals and (C) orders, decisions, judgments and decrees of all courts (whether at law or in equity or admiralty) and arbitrators.

“Applicable Margin” means, with respect to any Base Rate Loan and any SOFR Rate Revolving Loan, at all times during which any Applicable Rating Level set forth below is in effect, the rate per annum (except as provided below) for such Loan set forth below next to such Applicable Rating Level:

Applicable Rating Level	Applicable Margin for SOFR Rate Revolving Loans	Applicable Margin for Base Rate Loans
1	0.550%	0.000%
2	0.625%	0.000%
3	0.750%	0.000%
4	0.875%	0.000%

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5 1.000% 0.000%

provided, that the Applicable Margins set forth above shall be increased, for each Applicable Rating Level, upon the occurrence and during the continuance of any Event of Default by 2.00% per annum. Any change in the Applicable Margin resulting from a change in the Applicable Rating Level shall become effective upon the date that is three(3) Business Days followingthe date of announcement of any change in the Moody’s Rating or the S&P Rating that results in such change in the Applicable Rating Level.

“Applicable Rating Level” at any time shall be determined in accordance with the then-applicable S&P Rating or the then-applicable Moody’s Rating as follows:

S&P Rating/Moody’s Rating	Applicable Rating Level
S&P Rating AA or higher or Moody’s Rating Aa2 or higher	1
S&P Rating AA- or Moody’s Rating Aa3	2
S&P Rating A+ or Moody’s Rating A1	3
S&P Rating A or Moody’s Rating A2	4
S&P Rating A- or below or Moody’s Rating A3 or below or unrated	5

The Applicable Rating Level for any day shall be determined based upon the higher of the S&P Rating and the Moody’s Rating in effect on such day. If the S&P Rating and the Moody’s Rating are not the same (i.e., a “split rating”), the higher (better) of such ratings shall control, unless the ratings differ by more than one level, in which case the rating one level below the higher of the two ratings shall control.

“Approved Fund” means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 8.07), and accepted by the Administrative Agent, in substantially the form of Exhibit C or any other form approved by the Administrative Agent.

“Available Commitments” means, on any day, the aggregate unused Commitments, computed after giving effect to all Extensions of Credit made or to be made on such day, the application of proceeds therefrom and all prepayments and repayments of Revolving Loans made on such day.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an

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Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 2.12.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets (including the Federal Deposit Insurance Corporation or any other Governmental Authority acting in a similar capacity) appointed for it, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or a direct or indirect parent company of such Person by a Governmental Authority if and for so long as such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of:

(i)the rate of interest announced by Wells Fargo Bank from time to time as Wells Fargo Bank’s prime rate;

(ii)1/2 of 1% per annum above the NYFRB Rate in effect on such date; and

(iii)Adjusted Term SOFR for a one-month Interest Period as published two

U.S. Government Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding Business Day), plus 1%

; provided, that in no event shall the Base Rate be less than 0%.

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“Base Rate Loan” means a Loan that bears interest as provided in Section 2.11(a).

“Benchmark” means, initially, with respect to any Term Benchmark Loan, Adjusted Term SOFR; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to Adjusted Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.12.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(1)Adjusted Daily Simple SOFR;

(2)the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time in the United States and (b) the related Benchmark Replacement Adjustment;

If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition

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of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means, with respect to any Benchmark, the earlier to occur of the following events with respect to such then-current Benchmark:

(1)in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2)in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

(1)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof)

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announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Internal Revenue Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets of any such “employee benefit plan” or “plan”.

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“Berkshire Hathaway” means Berkshire Hathaway Inc.

“Bond Event of Default” has the meaning specified in Section 6.01.

“Bond Indenture” means, for any series of Bonds, the indenture pursuant to which such Bonds are issued and any supplement thereto relating to such Bonds.

“Bond LC Reimbursement Agreement” means, with respect to any Bond Letter of Credit, any reimbursement agreement executed and delivered in connection with such Bond Letter of Credit by the Borrower and the LC Issuing Bank issuing such Bond Letter of Credit, as the same may be amended, supplemented, restated and otherwise modified from time to time.

“Bond Letter of Credit” means any standby or direct pay letter of credit issued by an LC Issuing Bank pursuant to Section 2.04 to support certain obligations to pay the principal of, interest on and/or purchase or redemption price of Bonds.

“Bond Trustee” means, for any series of Bonds, the Person acting in the capacity of trustee for the holders of such Bonds under the Bond Indenture pursuant to which such Bonds were issued.

“Bonds” means pollution control revenue bonds or industrial development revenue bonds (or similar obligations, however designated) issued pursuant to a Bond Indenture between the Bond Trustee and the Issuer named therein.

“Borrower” has the meaning specified in the first paragraph of this Agreement.

“Borrowing” means a borrowing by the Borrower consisting of simultaneous Revolving Loans of the same Type, having the same Interest Period and ratably made or Converted on the same day by each of the Lenders pursuant to Section 2.02 or 2.13, as the case may be. All Revolving Loans to the Borrower of the same Type, having the same Interest Period and made or Converted on the same day shall be deemed a single Borrowing hereunder until repaid or next Converted.

“Borrowing Date” means the date of any Borrowing.

“Business Day” means a day of the year on which banks are not required or authorized by law to close in New York City or Los Angeles; provided, that when used in connection with any Adjusted Term SOFR Loan, the term “Business Day” shall also exclude any day that is not also a U.S. Government Business Securities Day.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the LC Issuing Banks and the Lenders, as collateral for LC Outstandings and obligations of Lenders to fund participations in respect of LC Outstandings, cash or deposit account balances or, if the Administrative Agent and each applicable LC Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and each applicable LC

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Issuing Bank. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (i) the adoption of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary,

(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives (whether or not having the force of law) thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives (whether or not having the force of law) promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Change of Control” has the meaning specified in Section 6.01(h). “Closing Date” means June 30, 2022.

“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

“Collateral Release” has the meaning specified in Section 7.09(a).

“Collateral Release Trigger” means the satisfaction of each of the following conditions: (i) the receipt by the Borrower of an S&P Unsecured Rating of BBB- or higher or a Moody’s Unsecured Rating of Baa3 or higher (in each case, with a stable or better outlook), (ii) no Default exists, and (iii) the Administrative Agent’s receipt of a certificate signed by a duly authorized officer of the Borrower certifying to the foregoing.

“Commitment” means, for each Lender, the obligation of such Lender to make Revolving Loans to the Borrower hereunder in an aggregate amount no greater than the amount set forth on (a)(i)Schedule I(A) hereto prior to the SPPC Merger ModificationEffective Date, and (ii) Schedule I(B) hereto on or following the SPPC MergerModification Effective Date,or (b) if such Lender has entered into any Assignment and Assumption, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c), in each such case as such amount may be from time to time increased pursuant to Section 2.07 or reduced pursuant to Section 2.08.

“Commitment Fee Rate” means, at any time, the rate per annum set forth below next to the Applicable Rating Level in effect at such time:

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Applicable Rating Level	Commitment Fee Rate
1	0.045%
2	0.050%
3	0.060%
4	0.075%
5	0.100%

A change in the Commitment Fee Rate resulting from a change in the Applicable Rating Level shall become effective upon the date that is three (3) Business Days followingthe date of public announcement of a change in the Moody’s Rating or the S&P Rating that results in a change in the Applicable Rating Level.

“Commitment Percentage” means, as to any Lender as of any date of determination, the percentage describing such Lender’s pro rata share of the Commitments set forth initiallyon (a)(i)Schedule I(A)hereto prior to the SPPC MergerModification Effective Date, and (ii) Schedule I(B) hereto on or following the SPPCMerger Modification Effective Date, or (b)orin the Register from time to time; provided that in the case of Section 2.21 when a Defaulting Lender shall exist, “Commitment Percentage” means the percentage of the total Commitments (disregarding any Defaulting Lender’s Commitment) represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Commitment Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.

“Commitments” means the aggregate of each Lender’s Commitment hereunder.

“Communications” has the meaning specified in Section 8.02(d)(ii).

“Confidential Information” means information that the Borrower furnishes to the

Administrative Agent, the Joint Lead Arrangers or any Lender in a writing designated as confidential, but does not include any such information that is or becomes generally available to the public or that is or becomes available to the Administrative Agent, the Joint Lead Arrangers or such Lender from a source other than the Borrower that has no obligation to maintain the confidentiality of such information.

“Consolidated Assets” means, on any date of determination, the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries most recently delivered to the Lenders pursuant to Section 5.01(h) as of such date of determination.

“Consolidated Capital” means the sum (without duplication) of (i) Consolidated Debt of the Borrower (without giving effect to the proviso in the definition of Consolidated Debt) and (ii) consolidated equity of all classes (whether common, preferred, mandatorily convertible preferred or preference) of the Borrower.

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“Consolidated Debt” of the Borrower means the total principal amount of all Debt of the Borrower and its Consolidated Subsidiaries; provided that Guaranties of Debt shall not be included in such total principal amount.

“Consolidated Subsidiary” means, with respect to any Person at any time, any Subsidiary or other Person the accounts of which would be consolidated with those of such first Person in its consolidated financial statements in accordance with GAAP.

“Convert,” “Conversion” and “Converted” each refers to a conversion of Revolving Loans of one Type into Revolving Loans of the other Type, or the selection of a new, or the renewal of the same, Interest Period for SOFR Rate Revolving Loans, pursuant to Section 2.12 or 2.13.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Covered Party” has the meaning specified in Section 8.19(a).

“Credit Party” means the Administrative Agent, any LC Issuing Bank or any Lender.

“Custodian” means, for any series of Bonds, any Person acting as bailee and agent for the Administrative Agent (on behalf of the applicable LC Issuing Bank and the Lenders) under any Pledge Agreement relating to such Bonds.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal SOFR for the day (such day “SOFR Determination Date”) that is five (5)

U.S. Government Securities Business Day prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

“Debt” of any Person means, at any date, without duplication, (i) all indebtedness of such Person for borrowed money, (ii) all obligations of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of such Person’s business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (iv) all obligations of such Person as lessee under leases that have been, in accordance with GAAP, recorded as capital leases,

(v) all obligations of such Person in respect of reimbursement agreements with respect to acceptances, letters of credit (other than trade letters of credit) or similar extensions of credit, and (vi) all Guaranties. Solely for the purpose of calculating compliance with the covenant in Section 5.03, Debt shall not include Debt of the Borrower or its Consolidated

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Subsidiaries arising from the qualification of an arrangement as a lease due to that arrangement conveying the right to use or to control the use of property, plant or equipment under the application of the Financial Accounting Standards Board’s Accounting Standards Codification Topic 840 – Leases paragraph 840-10-15-6 (or the Accounting Standards Codification Topic 842 – Leases paragraphs 842-10-15-3 through 5), nor shall Debt include Debt of any variable interest entity consolidated by the Borrower under the requirements of Topic 810 – Consolidation.

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“Declining Lender” has the meaning specified in Section 2.06(b).

“Default” means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

“Defaulting Lender” means, subject to Section 2.21(b), any Lender that (i) has failed, within two Business Days after the date required to be funded or paid, to (A) fund all or any portion of its Loans, (B) fund any portion of its participations in Letters of Credit or (C) pay over to any Credit Party any other amount required to be paid by it under this Agreement, unless, in the case of clause (A) above, such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in writing) has not been satisfied, as notified by such Lender to the Administrative Agent and the Borrower in such writing, (ii) has notified the Borrower or any Credit Party in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and such position is based on such Lender’s good faith determination that a condition precedent (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) to funding a Loan under this Agreement cannot be satisfied), (iii) has failed, within three Business Days after written request by the Administrative Agent, any LC Issuing Bank or the Borrower, acting in good faith, to confirm in writing to such requesting party that it will comply with its obligations to fund prospective Loans and participations in then outstanding Letters of Credit under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to clause (iii) upon such requesting party’s receipt of such written confirmation in form and substance reasonably satisfactory to it and the Administrative Agent, or (iv) has become the subject of a (A) Bankruptcy Event or (B) Bail-In Action. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (i) through (iv) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender

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(subject to Section 2.21(b)) upon delivery of written notice of such determination to the Borrower, each LC Issuing Bank and each Lender.

“Designated Lender” has the meaning specified in Section 2.07(a).

“Dollars” and the symbol “$” mean lawful currency of the United States of America.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 8.07(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 8.07(b)(iii)).

“Environmental Law” means any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health, safety or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means, with respect to any Person, each trade or business (whether or not incorporated) that is considered to be a single employer with such entity within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.

“ERISA Event” means (i) any “reportable event,” as defined in Section 4043 of ERISA with respect to a Pension Plan (other than an event as to which the PBGC has waived the requirement of Section 4043(a) of ERISA that it be notified of such event);

(ii) the failure to make a required contribution to any Pension Plan that would result in

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the imposition of a lien or other encumbrance or the provision of security under Section 430 of the Internal Revenue Code or Section 303 or 4068 of ERISA, or there being or arising any “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Internal Revenue Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, or the filing of any request for or receipt of a minimum funding waiver under Section 412 of the Internal Revenue Code with respect to any Pension Plan or Multiemployer Plan, or a determination that any Pension Plan is, or is reasonably expected to be, in at-risk status under Title IV of ERISA; (iii) the filing of a notice of intent to terminate any Pension Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of ERISA of a notice of intent to terminate any Pension Plan, or the termination of any Pension Plan under Section 4041(c) of ERISA; (iv) the institution of proceedings, or the occurrence of an event or condition that would reasonably be expected to constitute grounds for the institution of proceedings by the PBGC, under Section 4042 of ERISA, for the termination of, or the appointment of a trustee to administer, any Pension Plan; (v) the complete or partial withdrawal of the Borrower or any of its ERISA Affiliates from a Multiemployer Plan, the reorganization or insolvency under Title IV of ERISA of any Multiemployer Plan, or the receipt by the Borrower or any of its ERISA Affiliates of any notice that a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA; (vi) the failure by the Borrower or any of its ERISA Affiliates to comply with ERISA or the related provisions of the Internal Revenue Code with respect to any Pension Plan; (vii) the Borrower or any of its ERISA Affiliates incurring any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); or (viii) the failure by the Borrower or any of its Subsidiaries to comply with Applicable Law with respect to any Foreign Plan.

“Erroneous Payment” has the meaning assigned to it in Section 7.10(a). “Erroneous Payment Deficiency Assignment” has the meaning assigned to it in

Section 7.10(d).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 7.10(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 7.10(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 7.10(d).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Events of Default” has the meaning specified in Section 6.01.

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“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (A) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (B) that are Other Connection Taxes, (ii) in the case of a Lender,

U.S.withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (A) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.20(b)) or (B) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 2.18, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (iii) Taxes attributable to such Recipient’s failure to comply with Section 2.18(g) and (iv) any Taxes imposed under FATCA.

“Existing Credit Agreement” has the meaning specified in the second paragraph of this Agreement.

“Existing Letter of Credit” shall mean each of the letters of credit described by applicant, date of issuance, letter of credit number, amount, beneficiary and the date of expiry on Schedule IV hereto.

“Extension Effective Date” has the meaning specified in Section 2.06(c).

“Extension of Credit” means the making of a Borrowing, the issuance of a Letter of Credit or the amendment of any Letter of Credit having the effect of extending the stated termination date thereof or increasing the maximum amount available to be drawn thereunder. For purposes of this Agreement, a Conversion shall not constitute an Extension of Credit.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Internal Revenue Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement.

“FCA” has the meaning assigned to such term in Section 1.06.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time

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to time) and published on the next succeeding Business Day by the NYFRB as the Federal funds effective rate.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Fee Letters” means (i) the letter agreements, each dated as of June 2, 2022, among the Borrower and certain of the Joint Lead Arrangers and,(ii) the letteragreements,each dated as of May 4, 2023, among the Borrower and certain of the JointLead Arrangers, and (iii) the Agent Fee Letter, in each case, as amended, restated, supplemented or otherwise modified from time to time.

“First Amendment Effective Date” means June 30, 2023.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to any Benchmark. For the avoidance of doubt the initial Floor for Adjusted Term SOFR shall be 0.00%.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Foreign Plan” means any pension, profit-sharing, deferred compensation, or other employee benefit plan, program or arrangement (other than a Pension Plan or a Multiemployer Plan) maintained by any Subsidiary of the Borrower that, under applicable local foreign law, is required to be funded through a trust or other funding vehicle.

“Fronting Commitment” means, with respect to any LC Issuing Bank, the aggregate stated amount of all Letters of Credit that such LC Issuing Bank agrees to issue (subject to the LC Commitment Amount), as modified from time to time pursuant to an agreement signed by such LC Issuing Bank and the Borrower. With respect to each Lender that is an LC Issuing Bank on the date hereof, such LC Issuing Bank’s Fronting Commitment is listed (a)(i) on Schedule II(A) hereto prior to the SPPC MergerModification Effective Date, and (ii) on Schedule II(B) hereto on or following the SPPCMerger Modification Effective Date, and (b), andwith respect to any Lender that becomes an LC Issuing Bank after the date hereof, such Lender’s Fronting Commitment will be the amount agreed between the Borrower and such Lender at the time that such Lender becomes an LC Issuing Bank, in each case, as such Fronting Commitment may be modified in accordance with the terms of this Agreement.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to any LC Issuing Bank, such Defaulting Lender’s Commitment Percentage of the LC Outstandings with respect to Letters of Credit issued by such LC Issuing Bank other than LC Outstandings as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

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“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” has the meaning specified in Section 1.03.

“General and Refunding Mortgage Bonds” means, collectively, (a) the Borrower’s General and Refunding Mortgage Bond, Series Z-4, due on June 30, 2024, issued as of June 30, 2021 to the Administrative Agent under the General and Refunding Mortgage Indenture and any supplemental indenture or Officer’s Certificate related thereto, in a principal amount equal to the Commitments, and (b) any additional General and Refunding Mortgage Bonds issued by the Borrower to the Administrative Agent under the General and Refunding Mortgage Indenture and any supplemental indentures or Officer’s Certificate related thereto in connection with any increase in the Commitments pursuant to Section 2.07, in each case, together with all amendments or replacements thereof (including any Replacement Collateral) and as collateral securing the Obligations.

“General and Refunding Mortgage Indenture” means the General and Refunding Mortgage Indenture, dated as of May 1, 2001, between the Borrower and the Indenture Trustee, as the same may be amended, modified or supplemented from time to time; provided that, if the Borrower enters into a Replacement Indenture in accordance with the last sentence of Section 5.02(b), “General and Refunding Mortgage Indenture” shall include such Replacement Indenture.

“Governmental Approval” means any authorization, consent, approval, license or exemption of, registration or filing with, or report or notice to, any Governmental Authority.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guaranty” of any Person means (i) any obligation, contingent or otherwise, of such Person to pay any Debt of any other Person and (ii) all reasonably quantifiable obligations of such Person under indemnities or under support or capital contribution agreements, and other reasonably quantifiable obligations (contingent or otherwise) to purchase or otherwise to assure a creditor against loss in respect of, or to assure an obligee against loss in respect of, any Debt of any other Person guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (A) to pay or purchase such Debt or to advance or supply funds for the payment or purchase of such Debt, (B) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such Debt

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against loss, (C) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered) or (D) otherwise to assure a creditor against loss; provided that the term “Guaranty” shall not include endorsements for collection or deposit in the ordinary course of business or the grant of a Lien in connection with Project Finance Debt.

“Hazardous Materials” means (i) petroleum and petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (ii) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.

“Hedge Agreements” means, with respect to any Person, the collective reference to any of the following: (a) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and any other agreements designed to protect such Person against fluctuations in interest rates with respect to Debt incurred and not for purposes of speculation, (b) foreign exchange contracts and currency protection agreements entered into with one of more financial institutions designed to protect such Person against fluctuations in currency exchange rates with respect to Debt incurred and not for purposes of speculation, (c) any commodity futures contract, commodity option or other similar agreement or arrangement designed to protect against fluctuations in the price of commodities used by such Person at the time and (d) other agreements or arrangements designed to protect such Person against fluctuations in interest rates or currency exchange rates. The term “Hedge Agreements”, for the avoidance of doubt, shall exclude any forward energy purchase or sale contracts or similar arrangements entered into by the Borrower or its Subsidiaries.

“Hedging Obligations” means, with respect to any Person, all existing or future payment and other obligations owing by such Person under any Hedge Agreement that is permitted hereunder with any Person that (i) is a current Lender or Affiliate of a current Lender or (ii) was a Lender or an Affiliate of a Lender at the time such Hedge Agreement was executed.

“Indemnified Party” has the meaning specified in Section 8.04(b).

“Indemnified Taxes” means (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (ii) to the extent not otherwise described in clause (i), Other Taxes.

“Indenture Trustee” means The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon), as trustee under the General and Refunding Mortgage Indenture, or any successor trustee permitted thereunder.

“Initial Lenders” has the meaning specified in the first paragraph of this Agreement.

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“Interest Period” means, for each SOFR Rate Revolving Loan comprising part of the same Borrowing, the period commencing on the date of such SOFR Rate Revolving Loan or the date of the Conversion of any Base Rate Revolving Loan into such SOFR Rate Revolving Loan and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, with respect to SOFR Rate Revolving Loans, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, three or six months or such other period acceptable to all the Lenders, as the Borrower may, upon notice received by the Administrative Agent not later than 12:00 noon (New York City Time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

(i)the Borrower may not select any Interest Period that (A) ends after the latest Termination Date in effect at such time or (B) has been removed pursuant to Section 2.12(e);

(ii)Interest Periods commencing on the same date for SOFR Rate Revolving Loans comprising part of the same Borrowing shall be of the same duration;

(iii)whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

(iv)whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“IRS” means the U.S. Internal Revenue Service.

“Issuer” means, for any series of Bonds, the issuer of such Bonds under the applicable Bond Indenture.

“Issuer Agreement” means, for any series of Bonds, the agreement between the applicable Issuer and the Borrower pursuant to which (i) the proceeds of such Bonds are loaned by such Issuer to the Borrower, together with any promissory note or other instrument evidencing the Debt of the Borrower under such agreement, or (ii) the

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Borrower agrees to pay the purchase price of, or rent with respect to, the facilities financed or refinanced with the proceeds of such Bonds.

“Joint Lead Arrangers” means Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., MUFG UnionBank, N.ALtd., Citibank, N.A., Barclays Bank PLC, U.S. Bank National Association, BofA Securities, Inc., PNC Capital MarketsLLC,and Sumitomo Mitsui Banking Corporation.

“LC Collateral Account” has the meaning specified in Section 6.02.

“LC Commitment Amount” means, (a)$200,000,000 prior to the SPPC MergerModification Effective Date, and (b) $350,000,000 on and after the SPPC MergerModification Effective Date, in each caseas the same may be reduced permanently from time to time pursuant to Section 2.08.

“LC Fee” has the meaning specified in Section 2.05(c).

“LC Fronting Fee” has the meaning specified in Section 2.05(d).

“LC Issuing Bank” means each Lender identified as an “LC Issuing Bank” (a)(i)on Schedule II(A) hereto prior to the SPPC Merger Modification Effective Date, and (ii)on Schedule II(B) on and following the SPPC Merger Modification Effective Date, and(b) andany other Lender or Affiliate of a Lender that shall agree to issue a Letter of Credit pursuant to Section 2.04.

“LC Outstandings” means, on any date of determination, the sum of (i) the undrawn stated amounts of all Letters of Credit that are outstanding on such date plus (ii) the aggregate principal amount of all unpaid reimbursement obligations of the Borrower on such date with respect to payments made by any LC Issuing Bank under any Letter of Credit (excluding reimbursement obligations that have been repaid with the proceeds of any Borrowing). The LC Outstandings with respect to any Lender at any time shall be its Commitment Percentage of the total LC Outstandings at such time.

“LC Payment Notice” has the meaning specified in Section 2.04(e).

“Lenders” means the Initial Lenders and each Person that shall become party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Lending Office” opposite its name on (a)(i) Schedule I(A)hereto prior tothe SPPC Merger Modification Effective Date, and (ii) Schedule I(B) hereto on orfollowing the SPPC Merger Modification Effective Date, or (b)orin the Assignment and Assumption pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify in writing to the Borrower and the Administrative Agent.

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“Letter of Credit” means (a) a letter of credit issued by an LC Issuing Bank pursuant to Section 2.04 (including, without limitation, any Bond Letter of Credit) and

(b) any Existing Letter of Credit, in each case, for clauses (a) and (b) as such letter of credit may be amended, modified, extended, renewed or replaced from time to time in accordance with the terms of this Agreement. A Letter of Credit may be a commercial letter of credit, a standby letter of credit or a direct pay letter of credit.

“Lien” means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Fee Letters,

(iii) any promissory note issued pursuant to Section 2.10(d) and (iv) unless the Collateral Release has occurred, any Officer’s Certificates and the General and Refunding Mortgage Bonds.

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“Margin Regulations” means Regulations T, U and X of the Federal Reserve Board, as in effect from time to time.

“Margin Stock” has the meaning specified in the Margin Regulations.

“Material Adverse Effect” means a material adverse effect on (i) on the business, operations, properties, financial condition, assets or liabilities (including, without limitation, contingent liabilities) of the Borrower and its Subsidiaries, taken as a whole,

(ii)the ability of the Borrower to perform its obligations under the Loan Documents or

(iii)the ability of the Administrative Agent, any LC Issuing Bank or any Lender to enforce its rights under the Loan Documents.

“Material Subsidiaries” means any Subsidiary of the Borrower with respect to which (x) the Borrower’s percentage ownership interest in such Subsidiary multiplied by

(y) the book value of the Consolidated Assets of such Subsidiary represents at least 15% of the Consolidated Assets of the Borrower as reflected in the latest financial statements of the Borrower delivered pursuant to clause (i) or (ii) of Section 5.01(h).

“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 103 % of the Fronting Exposure of all LC Issuing Banks with respect to Letters of Credit issued and outstanding at such time and (ii) otherwise, an amount determined by the Administrative Agent and the LC Issuing Banks in their sole discretion.

“Moody’s” means Moody’s Investors Service, Inc.

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“Moody’s Rating” means, on any date of determination (i) prior to the Collateral Release, the Moody’s Secured Rating and (ii) from and after the Collateral Release, the Moody’s Unsecured Rating.

“Moody’s Secured Rating” means the rating most recently announced by Moody’s with respect to any senior secured long term Debt of the Borrower.

“Moody’s Unsecured Rating” means the rating most recently announced by Moody’s with respect to any senior unsecured, non-credit enhanced Debt of the Borrower.

“Mortgaged Property” has the meaning assigned to that term in the General and Refunding Mortgage Indenture.

“Multiemployer Plan” means any “multiemployer plan” (as such term is defined in Section 4001(a)(3) of ERISA), which is contributed to by (or to which there is or may be an obligation to contribute of) the Borrower or any of its ERISA Affiliates or with respect to which the Borrower or any of its ERISA Affiliates has, or could reasonably be expected to have, any liability.

“New York City Time” means the time in New York, New York.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all affected Lenders in accordance with the terms of Section 8.01 and (ii) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at the time of determination, a Lender that is not a Defaulting Lender.

“non-performing Lender” has the meaning specified in Section 2.04(f). “Notice of Borrowing” has the meaning specified in Section 2.02(a). “NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a Federal funds transaction quoted at 11:00 A.M. (New York City Time) on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided,further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Obligations” means the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency,

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reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities (including any Hedging Obligations and any Treasury Management Obligations) of the Borrower to (a) the Administrative Agent, (b) any LC Issuing Bank, (c) any Lender and (d) in the case of Hedging Obligations and Treasury Management Obligations, (i) any current Lender or Affiliate of any current Lender and

(ii) any Person who was a Lender or an Affiliate of any Lender at the time such Hedge Agreement or Treasury Management Agreement is executed, in each case, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with any Letter of Credit, any Loan Document, any Hedge Agreement between the Borrower and (x) any current Lender or any Affiliate of a current Lender or (y) any Person who was a Lender or an Affiliate of a Lender at the time such Hedge Agreement was executed, any Treasury Management Agreement between the Borrower and (x) any current Lender or any Affiliate of a current Lender or (y) any Person who was a Lender or an Affiliate of a Lender at the time such Treasury Management Agreement was executed, or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Administrative Agent, any LC Issuing Bank or any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise.

“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Officer’s Certificate” means an “Officer’s Certificate” (as defined in the General and Refunding Mortgage Indenture) setting forth the terms of each series of the General and Refunding Mortgage Bonds, executed by a duly authorized officer of the Borrower and authenticated by the Indenture Trustee.

“Official Statement” means, for any series of Bonds, the official statement, reoffering circular or similar disclosure document (however designated) relating to such Bonds and the applicable LC Issuing Bank, as amended and supplemented from time to time, and all documents incorporated therein (or in any such supplement or amendment) by reference.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan

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Document, except any such Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.20).

“Outstanding Credits” means, on any date of determination, the sum of (i) the aggregate principal amount of all Loans outstanding on such date plus (ii) the LC Outstandings on such date. The Outstanding Credits with respect to any Lender at any time shall be its Commitment Percentage of the total Outstanding Credits at such time.

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight Federal funds and overnight eurodollar borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“Participant” has the meaning assigned to such term in Section 8.07(d). “Participant Register” has the meaning specified in Section 8.07(d). “Patriot Act” has the meaning specified in Section 8.14.

“Payment Recipient” has the meaning assigned to it in Section 7.10(a).

“PBGC” means the U.S. Pension Benefit Guaranty Corporation (or any successor).

“Pension Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) (other than a Multiemployer Plan), subject to the provisions of Title IV of ERISA or Section 412 of the Internal Revenue Code or Section 302 of ERISA, maintained or contributed to by the Borrower or any of its ERISA Affiliates or to which the Borrower or any of its ERISA Affiliates has or may have an obligation to contribute (or is deemed under Section 4069 of ERISA to have maintained or contributed to or to have had an obligation to contribute to, or otherwise to have liability with respect to) such plan.

“Permitted Liens” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (i) Liens for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 5.01(a) hereof; (ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens, and other similar Liens arising in the ordinary course of business; (iii) Liens incurred or deposits made to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (iv) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable, including zoning and landmarking restrictions; (v) any judgment Lien, unless an Event of Default under Section 6.01(e) shall have occurred and be continuing with respect thereto; (vi) any Lien on any asset of any Person existing at the

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time such Person is acquired by or merged or consolidated with or into the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (vii) pledges and deposits made in the ordinary course of business to secure the performance of bids, trade contracts (other than for Debt), operating leases and surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (viii) Liens upon or in any real property or equipment acquired, constructed, improved or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition, construction or improvement of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property), (ix) Liens securing Project Finance Debt, (x) any Lien on the Borrower’s or any Material Subsidiary’s interest in Bonds or cash or cash equivalents securing (A) the obligation of the Borrower or any Material Subsidiary to reimburse the issuer of a letter of credit supporting payments to be made in respect of such Bonds (including any Bond Letter of Credit) for a drawing on such letter of credit for the purpose of purchasing Bonds or (B) the obligation of the Borrower or any Material Subsidiary to reimburse or repay amounts advanced under any facility entered into to provide liquidity or credit support for any issue of Bonds; and (xi) extensions, renewals or replacements of any Lien described in clause (vi), (vii), (viii), (ix) or (x) for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties (other than after-acquired property already within the scope of the relevant Lien grant) not theretofore subject to the Lien being extended, renewed or replaced.

“Person” means any natural Person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Platform” has the meaning specified in Section 8.02(d)(i).

“Pledge Agreement” means, for any series of Bonds, the pledge agreement or custodian agreement (or similar agreement, however designated), among the Administrative Agent, the Borrower and the applicable Custodian with respect to such Bonds, setting forth certain terms relating to the pledge and/or ownership of any such Bonds pending the remarketing thereof pursuant to the applicable Remarketing Agreement.

“Project Finance Debt” means Debt of any Subsidiary of the Borrower (i) that is

(A)not recourse to the Borrower other than with respect to Liens granted by the Borrower on direct or indirect equity interests in such Subsidiary to secure such Debt and limited Guaranties of, or equity commitments with respect to, such Debt by the Borrower, which Liens, limited Guaranties and equity commitments are of a type consistent with other limited recourse project financings, and other than customary contractual carve-outs to the non-recourse nature of such Debt consistent with other limited recourse project financings, and (B) incurred in connection with the acquisition, development, construction or improvement of any project, single purpose or other fixed assets of such Subsidiary, including Debt assumed in connection with the acquisition of

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such assets, or (ii) that represents an extension, renewal, replacement or refinancing of the foregoing, provided that, in the case of a replacement or refinancing, the principal amount of such new Debt shall not exceed the principal amount of the Debt being replaced or refinanced plus 10% of such principal amount.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“PUCN” means the Public Utilities Commission of Nevada, or any successor agency.

“QFC Credit Support” has the meaning specified in Section 8.19.

“Rating Decline” means the occurrence of the following on, or within 90 days after, the earlier of (i) the occurrence of a Change of Control and (ii) the earlier of (x) the date of public notice of the occurrence of a Change of Control and (y) the date of the public notice of the Borrower’s (or its direct or indirect parent company’s) intention to effect a Change of Control, which 90-day period will be extended so long as the S&P Rating or Moody’s Rating is under publicly announced consideration for possible downgrading by S&P or Moody’s, as applicable:

(A)prior to the Collateral Release, the S&P Secured Rating is reduced to any rating level below A- or the Moody’s Secured Rating is reduced to any rating level below A3 (or both the S&P Secured Rating and the Moody’s Secured Rating become unavailable), or

(B)from and after the Collateral Release, the S&P Unsecured Rating is reduced to any rating level below BBB+ or the Moody’s Unsecured Rating is reduced to any rating level below Baa1 (or both the S&P Unsecured Rating and the Moody’s Unsecured Rating become unavailable).

“Recipient” means (i) the Administrative Agent, (ii) any Lender and (iii) any LC Issuing Bank, as applicable.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is Adjusted Term SOFR, 5:00 a.m. (Chicago time) on the day that is two Business Days preceding the date of such setting or (2) if such Benchmark is not Adjusted Term SOFR, the time determined by the Administrative Agent in its reasonable discretion.

“Register” has the meaning specified in Section 8.07(c). “Reimbursement Amount” has the meaning specified in Section 2.04(d).

“Related Documents” means, for any series of Bonds, such Bonds and the Bond Indenture, the Issuer Agreement, any Remarketing Agreement and any Pledge Agreement relating to such Bonds.

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“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Relevant Governmental Body” means, the Federal Reserve Board and/or the NYFRB, the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.

“Remarketing Agent” means, for any series of Bonds, any Person acting in the capacity of remarketing agent for such Bonds pursuant to a Remarketing Agreement relating to such Bonds.

“Remarketing Agreement” means, for any series of Bonds, any agreement or other arrangement pursuant to which the applicable Remarketing Agent has agreed to act in such capacity with respect to such Bonds tendered for purchase pursuant to the applicable Bond Indenture.

“Removal Effective Date” has the meaning specified in Section 7.05(b). “Replacement Collateral” has the meaning specified in Section 5.02(b). “Replacement Indenture” has the meaning specified in Section 5.02(b).

“Reportable Compliance Event” means that the Borrower or any of its Subsidiaries becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Corruption Law or any predicate crime to any Anti-Corruption Law.

“Request for Issuance” means a request made pursuant to Section 2.04 in the form of Exhibit B.

“Required Lenders” means at any time Lenders owed in excess of 50% of the then aggregate unpaid principal amount of the Revolving Loans and participation obligations with respect to the LC Outstandings, or, if there are no Outstanding Credits, Lenders having in excess of 50% in interest of the Commitments (without giving effect to any termination in whole of the Commitments pursuant to Section 6.01). The Commitments, outstanding Loans and participation obligations with respect to the LC Outstandings for any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Resignation Effective Date” has the meaning specified in Section 7.05(a).

“Resolution Authority” means an EEA Resolution Authority or, with respect to

any UK Financial Institution, a UK Resolution Authority.

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“Revolving Loan” means a Loan by a Lender to the Borrower pursuant to Section

2.02as part of a Borrowing and refers to a Base Rate Revolving Loan or a SOFR Rate Revolving Loan.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of comprehensive Sanctions (atas ofthe time of thisAgreementFirst Amendment Effective Date, the so - called Donetsk People’s Republic, the so- called Luhansk People’s Republic, the Crimea Region of Ukraine, the KhersonRegion of Ukraine, the Zaporizhzhia Region of Ukraine, Russia, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State or the U.S. Department of the Treasury, or maintained by the United Nations Security Council, the European Union or HerHisMajesty’s Treasury of the United Kingdom, as may be amended, supplemented or substituted from time to time, (b) any Person organized or ordinarily resident or located in a Sanctioned Country or (c) any Person controlled by, or acting on behalf of, any such Person described in clause (a) or (b). For purposes of this definition, “control” of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC, the U.S. Department of State or the U.S. Department of Treasury, or (b) the United Nations Security Council, the European Union or HerHisMajesty’s Treasury of the United Kingdom.

“S&P” means S&P Global Ratings, a business unit of S&P Global, Inc.

“S&P Rating” means, on any date of determination (i) prior to the Collateral Release, the S&P Secured Rating and (ii) from and after the Collateral Release, the S&P Unsecured Rating.

“S&P Secured Rating” means the rating most recently announced by S&P with respect to any senior secured long term Debt of the Borrower.

“S&P Unsecured Rating” means the rating most recently announced by S&P with respect to any senior unsecured, non-credit enhanced Debt of the Borrower.

“SEC” means the U.S. Securities and Exchange Commission.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

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“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Determination Date” has the meaning specified in the definition of “Daily Simple SOFR”.

“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.

“SOFR Rate Revolving Loan” means a Revolving Loan that bears interest as provided in Section 2.11(b).

“SPPC” means Sierra Pacific Power Company.

“SPPC Credit Agreement” means the Fifth Amended and Restated Credit Agreement, dated as of June 30, 2022, among SPPC, Wells Fargo Bank, as administrative agent, and certain other financial institutions party thereto, as the same may be further amended, restated, supplemented or otherwise modified from time to time.

“SPPC Merger Modification Effective Date” means the date on which each ofthe following conditions has been satisfied (or waived):

(A)On a date no later than June 30, 2023, the merger (the “NPC-SPPC Merger”) of SPPC with and into the Borrower shall be consummated substantially in accordance with the terms of the Plan of Merger and Merger Agreement between SPPC and the Borrower, dated as of March 18, 2022 without any modification or waiver thereto (other than any modification or waiver that is not materially adverse to the interests of the lenders);

(B)the Borrower shall provide at least five (5) business days’, and not more than 45 days’, irrevocable prior written notice (the “NPC Merger Notice”) in advance of the consummation of the NPC-SPPC Merger;

(C)immediately prior to the NPC-SPPC Merger, the SPPC Credit Agreement shall be in full force and effect;

(D)the commitments under the SPPC Credit Agreement shall have been terminated and all amounts due and owing thereunder shall be repaid in full (including, at the option of the Administrative Agent and the Borrower, pursuant to settlement mechanisms whereby amounts due and owing to lenders thereunder that are also Lenders hereunder shall be deemed repaid and borrowed hereunder, in each case up to the amount of such Lender’s Commitment on Schedule I(B) hereto);

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(E)the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower, dated as of the SPPC Merger Modification Effective Date, certifying as to the following:

(I)the representations and warranties of the Borrower contained in Section 4.01 (other than the representations and warranties in the first sentence of Section 4.01(g), in Section 4.01(i) and in the first sentence of Section 4.01(n)) of are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of the date of such effectiveness as though made on and as of such date; and

(II)no event has occurred and is continuing or would result from the NPC-SPPC Merger that constitutes a Default; and

(F)Unless the Collateral Release has occurred, the Administrative Agent shall have received on or before such date of effectiveness the following, in form and substance reasonably satisfactory to the Administrative Agent:

(I)A General and Refunding Mortgage Bond, in form and substance similar to the General and Refunding Mortgage Bond issued prior to the SPPC Merger Modification Effective Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the Commitments set forth on Schedule II(B) hereto;

(II)an officer’s certificate pursuant to a supplemental indenture or board resolution meeting the requirements of Section 4.01(b) of the General and Refunding Mortgage Indenture and setting forth the terms of the General and Refunding Mortgage Bond referred to in clause (f)(i) above;

(III)a “Company Order” (as defined in the General and Refunding Mortgage Indenture) requesting authentication of such General and Refunding Mortgage Bond by the Indenture Trustee; and

(IV)all legal opinions provided in connection with the issuance of such General and Refunding Mortgage Bond, including any provided pursuant to Section 4.01(d) of the General and Refunding Mortgage Indenture.

“Stated Expiry Date” means the stated expiration date of any Letter of Credit issued or deemed to be issued pursuant to this Agreement; provided, however, that no Stated Expiry Date may be requested or included in any such Letter of Credit where (i) such date would be later than the fifth Business Day preceding the Termination Date then applicable to the Lender that is the LC Issuing Bank for such Letter of Credit, (ii) in the case of any Letter of Credit that is not a Bond Letter of Credit, such date would be later than one year after the date of issuance of such Letter of Credit (subject, for the avoidance of doubt, to the ability to provide for an automatic renewal mechanic in accordance with Section 2.04(a)), or (iii) after taking into account (A) the respective Termination Dates then in effect with respect to all Lenders on the date of issuance or

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any extension of such Letter of Credit, and (B) the respective Stated Expiry Dates then in effect with respect to all other Letters of Credit then outstanding, the maximum amount of the LC Outstandings under all Letters of Credit (including such Letter of Credit) then outstanding would exceed the total LC Commitment Amounts scheduled to be in effect at any time during the period such Letter of Credit is scheduled to remain in effect, as determined by the Administrative Agent.

“Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (i) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (ii) the interest in the capital or profits of such limited liability company, partnership or joint venture or (iii) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

“Supported QFC” has the meaning assigned to such term in Section 8.19.

“Taxes”means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Benchmark” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to Adjusted Term SOFR.

“Term SOFR Determination Day” has the meaning assigned to it under the definition of Term SOFR Reference Rate.

“Term SOFR” means, with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.

“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to Term SOFR has not occurred, then the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as

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published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than five (5) Business Days prior to such Term SOFR Determination Day.

“Termination Date” means the earlier to occur of (i) June 30, 20252026, or such later date that may be established for any Lender from time to time pursuant to Section

2.06 hereof, and (ii) the date of termination in whole of the Commitments available to the Borrower pursuant to Section 2.08 or 6.01.

“Treasury Management Agreement” means any agreement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

“Treasury Management Obligations” means with respect to any Person, all existing or future payment and other obligations owing by such Person under any Treasury Management Agreement with any Person that (i) is a current Lender or Affiliate of a current Lender or (ii) was a Lender or an Affiliate of a Lender at the time such Treasury Management Agreement was executed.

“Type” refers to the distinction between Loans bearing interest at the Base Rate and Loans bearing interest at Adjusted Term SOFR.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“U.S. Special Resolution Regime” has the meaning assigned to such term in Section 8.19.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.18(g)(ii).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU

11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

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“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Wells Fargo Bank” has the meaning specified in the recital of parties to this Agreement.

“Withholding Agent” means the Borrower and the Administrative Agent.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02. Computation of Time Periods.

In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

SECTION 1.03. Accounting Terms.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles as in effect from time to time (“GAAP”). If any “Accounting Change” (as defined below) shall occur and such change results in a change in the calculation of financial covenants, standards or terms in this Agreement, and either the Borrower or the Required Lenders (through the Administrative Agent) shall request the same to the other parties hereto in writing, the Borrower and the Administrative Agent shall enter into negotiations to amend the affected provisions of this Agreement with the desired result that the criteria for evaluating the Borrower’s consolidated financial condition and results of operations shall be substantially the same after such Accounting Change as if such Accounting Change had not been made. Once such request has been made, until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred. “Accounting Change” means a change in accounting principles required by the promulgation of any final rule, regulation,

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pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC (or successors thereto or agencies with similar functions).

SECTION 1.04. Classification of Loans and Borrowings.

For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “Adjusted Term SOFR Loan”). Borrowings also may be classified and referred to by Type (e.g., a “Adjusted Term SOFR Borrowing”).

SECTION 1.05. Other Interpretive Provisions.

As used herein, except as otherwise specified herein, (i) references to any Person include its successors and assigns and, in the case of any Governmental Authority, any Person succeeding to its functions and capacities; (ii) references to any Applicable Law include amendments, supplements and successors thereto; (iii) references to specific sections, articles, annexes, schedules and exhibits are to this Agreement; (iv) words importing any gender include the other gender; (v) the singular includes the plural and the plural includes the singular; (vi) the words “including”, “include” and “includes” shall be deemed to be followed by the words “without limitation”; (vii) captions and headings are for ease of reference only and shall not affect the construction hereof; and (viii) references to any time of day shall be to New York City Time unless otherwise specified.

SECTION 1.06. Interest Rates; Benchmark Notification.

The interest rate on a Loan denominated in dollars may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 2.12(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or

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calculation of any such rate (or component thereof) provided by any such information source or service.

ARTICLE II

AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT

SECTION 2.01. The Revolving Loans.

(a)Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans to the Borrower from time to time on any Business Day during the period from the date hereof until the Termination Date applicable to such Lender in an aggregate outstanding amount not to exceed at any time such Lender’s Available Commitment at such time. Within the limits of each Lender’s Commitment and as hereinabove and hereinafter provided, including without limitation Section 2.01(b), the Borrower may request a Borrowing hereunder, and repay or prepay Revolving Loans pursuant to Section 2.14 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereof.

(b)In no event shall the Borrower be entitled to request or receive any Borrowing that (i) would exceed the Available Commitments or (ii) would cause the Outstanding Credits to exceed the Commitments.

SECTION 2.02. Making the Revolving Loans.

(a)Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Time) on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of SOFR Rate Revolving Loans, or not later than 1:00 P.M. (New York City Time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Revolving Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereof. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing or facsimile in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Revolving Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of SOFR Rate Revolving Loans, the initial Interest Period for each such Revolving Loan. Each Lender shall, before 2:00 P.M. (New York City Time) (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account of its Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrowerno later than 3:30 P.M.

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(New York City Time)promptlyin such manner as the Borrower shall have specified in the applicable Notice of Borrowing.

(b)Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select SOFR Rate Revolving Loans for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of the Lenders to make SOFR Rate Revolving Loans shall then be suspended pursuant to Section 2.12(b), 2.13 or 2.16, and (ii) Borrowings of more than one Type may be outstanding at the same time; provided, however, there shall be not more than 10 Borrowings at any one time outstanding.

(c)Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise SOFR Rate Revolving Loans, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Loan to be made by such Lender as part of such Borrowing when such Revolving Loan, as a result of such failure, is not made on such date.

(d)Unless the Administrative Agent shall have received written notice from a Lender prior to any Borrowing Date or, in the case of a Base Rate Loan, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Loan as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may, but shall not be required to, assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Loan available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.

(e)The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

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SECTION 2.03. [Reserved]

SECTION 2.04. Letters of Credit.

(a)Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, up to a maximum aggregate stated amount for all Letters of Credit at any one time outstanding equal to the LC Commitment Amount. With respect to Letters of Credit that are not Bond Letters of Credit, such issuance shall occur on not less thantwothreeBusiness Days’ prior notice thereof by delivery of (x) a Request for Issuance for such Letter of Credit to the Administrative Agent and the LC Issuing Bank for such Letter of Credit, and (y) such LC Issuing Bank’s standard form of Letter of Credit application for the requested Letter of Credit (including, for direct pay Letters of Credit, any reimbursement agreement or other standard form required by such LC Issuing Bank) to the letter of credit department of such LC Issuing Bank for the account of the Borrower. With respect to each Bond Letter of Credit, such issuance shall occur after receipt of (x) a Request for Issuance for such Bond Letter of Credit to the Administrative Agent and the LC Issuing Bank for such Bond Letter of Credit, (y) the Bond LC Reimbursement Agreement for such Bond Letter of Credit, as may be required by the LC Issuing Bank for such Bond Letter of Credit, and (z) the documents required pursuant to Section 3.03 and such Bond LC Reimbursement Agreement; provided that in the case of any Request for Issuance for an extension of an outstanding Bond Letter of Credit, such Request for Issuance shall be delivered to the Administrative Agent and the applicable LC Issuing Bank at least 90 days prior to the then-current Stated Expiry Date of such Bond Letter of Credit. Each Letter of Credit shall be issued in a form acceptable to the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the identity of the applicable LC Issuing Bank, (ii) the date (which shall be a Business Day) of issuance of such Letter of Credit (or the date of effectiveness of such extension, modification or amendment) and the Stated Expiry Date thereof, (iii) the proposed stated amount of such Letter of Credit (which amount (A) shall not be less than $100,000 and (B) may be subject to any automatic increase and reinstatement provisions), (iv) the name and address of the beneficiary of such Letter of Credit and (v) a statement of drawing conditions applicable to such Letter of Credit. If such Request for Issuance relates to an amendment or modification of a Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit thereto (except in the case of an extension of the Stated Expiry Date of any Bond Letter of Credit where no consent of the beneficiary is required for such extension). If so requested by the Borrower, a Letter of Credit that is not a Bond Letter of Credit may provide that it is automatically renewable for additional one-year periods if subject to an ability of the applicable LC Issuing Bank to not renew by giving notice of the same to the beneficiary of such Letter of Credit. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower prior to the issuance by the applicable LC Issuing Bank of the requested Letter of Credit or prior to the effectiveness of the requested extension, modification or amendment to a Letter of Credit, as applicable. Upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the relevant LC Issuing Bank shall issue (or extend, amend or modify) such Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish copies thereof to the Lenders that shall so request; provided that the LC Issuing Bank shall not issue or amend any

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Letter of Credit if such LC Issuing Bank has received notice from the Administrative Agent that the applicable conditions precedent have not been satisfied. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement. (i) On the Closing Date with respect to all Existing Letters of Credit and (ii) upon the date of issuance with respect to all other Letters of Credit, each Lender shall be deemed, without further action by any party hereto, to have irrevocably and unconditionally purchased from such LC Issuing Bank without recourse a participation in such Letter of Credit equal to such Lender’s Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Lender’s participation obligations in respect of Existing Letters of Credit shall be governed by this Agreement. Upon each modification of a Letter of Credit by any LC Issuing Bank which modifies the aggregate amount available to be drawn under such Letter of Credit, such LC Issuing Bank and the Lenders shall be deemed, without further action by any party hereto, to have purchased or sold, as appropriate, participations in such Letter of Credit such that each Lender’s participation in such Letter of Credit shall equal such Lender’s Commitment Percentage of such modified aggregate amount available to be drawn under such Letter of Credit. Each Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participation. Without limiting the foregoing, any LC Issuing Bank that issues a Bond Letter of Credit agrees that (i) all Bonds pledged to such LC Issuing Bank pursuant to any applicable Pledge Agreement or otherwise registered in the name of such LC Issuing Bank pursuant to the other Related Documents will be held for the benefit of such LC Issuing Bank and the Lenders and (ii) to apply and/or remit all proceeds from the sale or remarketing of such Bonds in accordance with Section 2.17(f).

(b)The Borrower may from time to time appoint one or more additional Lenders (with the consent of any such Lender, which consent may be withheld in the sole discretion of each Lender) to act, either directly or through an Affiliate of such Lender, as an LC Issuing Bank hereunder. Any such appointment and the terms thereof shall be evidenced in a separate written agreement executed by the Borrower and the relevant LC Issuing Bank, a copy of which agreement shall be delivered by the Borrower to the Administrative Agent. The Administrative Agent shall give prompt notice of any such appointment to the other Lenders. Upon such appointment, if and for so long as such Lender shall have any obligation to issue any Letter of Credit hereunder or any Letter of Credit issued by such Lender shall remain outstanding, such Lender shall be deemed to be, and shall have all the rights and obligations of, an “LC Issuing Bank” under this Agreement.

(c)No Letter of Credit shall be requested, issued or modified hereunder if, after the issuance or modification thereof, (i) the Outstanding Credits would exceed the Commitments then scheduled to be in effect until the latest Termination Date, (ii) that portion of the LC Outstandings arising from Letters of Credit issued by an LC Issuing Bank would exceed the amount of such LC Issuing Bank’s Fronting Commitment or (iii) the LC Outstandings would exceed the LC Commitment Amount. No LC Issuing Bank shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain such LC Issuing Bank from issuing such Letter of Credit, or any law applicable to such LC Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such LC

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Issuing Bank shall prohibit, or request that the LC Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the LC Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the LC Issuing Bank is not otherwise compensated or required to be compensated hereunder), which restriction, reserve or capital requirement was not in effect on the date hereof, or shall impose upon the LC Issuing Bank any loss, cost or expense (not reimbursed or required to be reimbursed) that was not applicable on the date hereof and that the LC Issuing Bank in good faith deems material to it.

(d)The Borrower hereby agrees to pay to the Administrative Agent for the account of each LC Issuing Bank and each Lender that has funded its participation in the reimbursement obligations of the Borrower pursuant to subsection (e) below,on demand made by such LC Issuing Bank to the Borrower,no later than 12:00 noon (New York City Time)on and aftereach date on which such LC Issuing Bank shall pay any amount under any Letter of Credit issued by such LC Issuing Bank, a sum equal to the amount so paid (the “Reimbursement Amount”). Any Reimbursement Amount shall bear interest, payable on demand, from the date so paid by such LC Issuing Bank until repayment to such LC Issuing Bank in full at a fluctuating interest rate per annum equal to the interest rate applicable to Base Rate Loans plus, if any amount paid by such LC Issuing Bank under a Letter of Credit is not reimbursed by the Borrower within three Business Days, 2%. The Borrower may satisfy its obligation hereunder to repay the Reimbursement Amount by requesting a Borrowing under Section 2.02 (and which Borrowing shall be subject to the conditions in Section 2.02) in the amount of such Reimbursement Amount, and the proceeds of such Borrowing may be applied to satisfy the Borrower’s obligations to such LC Issuing Bank or the Lenders, as the case may be. The Borrower’s obligation to pay any Reimbursement Amount in respect of Existing Letters of Credit shall be governed by the terms of this Agreement.

(e)If any LC Issuing Bank shall not have been reimbursed in full for any Reimbursement Amount in respect of a Letter of Credit issued by such LC Issuing Bank on the date of such payment, such LC Issuing Bank shall give the Administrative Agent and each Lender prompt notice thereof (an “LC Payment Notice”) no later than 12:00 noon (New York City Time) on the Business Day immediately succeeding the date of such payment by such LC Issuing Bank. Each Lender shall fund the participation that such Lender purchased pursuant to Section 2.04(a) by paying to the Administrative Agent for the account of such LC Issuing Bank an amount equal to such Lender’s Commitment Percentage of such Reimbursement Amount paid by such LC Issuing Bank, plus interest on such amount at a rate per annum equal to the Federal Funds Effective Rate, for the first three days from the date of the payment by such LC Issuing Bank, and, thereafter, until the date of payment to such LC Issuing Bank by such Lender, at a rate of interest equal to the rate applicable to Base Rate Loans. Each such payment by a Lender shall be made not later than 3:00 P.M. (New York City Time) on the later to occur of (i) the Business Day immediately following the date of such payment by such LC Issuing Bank and (ii) the Business Day on which such Lender shall have received an LC Payment Notice from such LC Issuing Bank. Each Lender’s obligation to make each such payment to the Administrative Agent for the account of such LC Issuing Bank shall be several and shall not be affected by the occurrence or continuance of a Default or the failure of any other Lender to make any payment

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under this Section 2.04(e). Each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(f)The failure of any Lender to make any payment to the Administrative Agent for the account of any LC Issuing Bank in accordance with subsection (e) above shall not relieve any other Lender of its obligation to make payment, but no Lender shall be responsible for the failure of any other Lender. If any Lender (a “non-performing Lender”) shall fail to make any payment to the Administrative Agent for the account of any LC Issuing Bank in accordance with subsection (e) above, then for so long as such failure shall continue, such LC Issuing Bank shall be deemed, for purposes of Sections 6.01 and 8.01 hereof, to be a Lender owed a Borrowing in an amount equal to the outstanding principal amount due and payable by such non-performing Lender to the Administrative Agent for the account of such LC Issuing Bank pursuant to subsection (e) above. Any non-performing Lender and the Borrower (without waiving any claim against such non-performing Lender for such non-performing Lender’s failure to fund its participation in the reimbursement obligations of the Borrower under subsection (e) above) severally agree to pay to the Administrative Agent for the account of such LC Issuing Bank forthwith on demand such amount, together with interest thereon for each day from the date such non-performing Lender would have funded its participation had it complied with the requirements of subsection (e) above until the date such amount is paid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to Base Rate Loans plus, if any amount paid by such LC Issuing Bank under a Letter of Credit is not reimbursed by the Borrower within three Business Days, 2%, in accordance with Section 2.04(d), and (ii) in the case of such non-performing Lender, the Federal Funds Effective Rate, for the first three days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate Loans.

(g)The payment obligations of each Lender under Section 2.04(e) and of the Borrower under this Agreement in respect of any payment under any Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following circumstances:

(i)any lack of validity or enforceability of this Agreement or any other agreement or instrument relating thereto or to such Letter of Credit;

(ii)any amendment or waiver of, or any consent to departure from, the terms of this Agreement or such Letter of Credit;

(iii)the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary, or any transferee, of such Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), any LC Issuing Bank, or any other Person, whether in connection with this Agreement, the transactions contemplated hereby, thereby or by such Letter of Credit, or any unrelated transaction;

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(iv)any statement or any other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v)payment in good faith by any LC Issuing Bank under the Letter of Credit issued by such LC Issuing Bank against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit;

(vi)the use that may be made of any Letter of Credit by, or any act or omission of, the beneficiary of any Letter of Credit (or any Person for which the beneficiary may be acting); or

(vii)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

(h)Without limiting any other provision of this Section 2.04, for purposes of this Section 2.04 any LC Issuing Bank may rely upon any oral, telephonic, telegraphic, facsimile, electronic, written or other communication believed in good faith to have been authorized by the Borrower, whether or not given or signed by an authorized Person of the Borrower.

(i)The Borrower assumes all risks of the acts and omissions of any beneficiary or transferee of any Letter of Credit. Neither any LC Issuing Bank, the Lenders nor any of their respective officers, directors, employees, agents or Affiliates shall be liable or responsible for, and the Borrower’s reimbursement obligation in respect of any Letter of Credit shall not be affected by, (i) the use that may be made of such Letter of Credit or any acts or omissions of any beneficiary or transferee thereof in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by any LC Issuing Bank against presentation of documents that do not comply with the terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (iv) any dispute between or among the Borrower, any of its Affiliates, the beneficiary of any Letter of Credit or any financing institution or other party to whom any Letter of Credit may be transferred or any claims or defenses whatsoever of the Borrower or of its Affiliates against the beneficiary of any Letter of Credit or any such transferee; (v) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or (vi) any other circumstances whatsoever in making or failing to make payment under such Letter of Credit, except that the Borrower and each Lender shall have the right to bring suit against each LC Issuing Bank, and each LC Issuing Bank shall be liable to the Borrower and any Lender, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower or such Lender that the Borrower or such Lender proves, in a court of competent jurisdiction by final and nonappealable judgment, were caused by such LC Issuing Bank’s willful misconduct or gross negligence. In furtherance and not in limitation of the foregoing, each LC Issuing Bank may accept sight drafts and accompanying certificates presented under the Letter of Credit issued by such LC Issuing Bank that appear on their face to be in substantial compliance with the terms and conditions of the Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, and payment against such documents shall not constitute willful

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misconduct or gross negligence by such LC Issuing Bank. Notwithstanding the foregoing, no Lender shall be obligated to indemnify the Borrower for damages caused by any LC Issuing Bank’s willful misconduct or gross negligence.

(j)In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any application or other agreement submitted by the Borrower to, or entered into by the Borrower with, an LC Issuing Bank relating to any Letter of Credit issued by such LC Issuing Bank (including, for the avoidance of doubt, any Existing Letter of Credit), the terms and conditions of this Agreement shall control. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any application or other agreement related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

(k)Any LC Issuing Bank may resign at any time by giving written notice thereof to the Administrative Agent, Lenders, the other LC Issuing Banks (if any) and the Borrower, provided that (i) there are no Letters of Credit outstanding with respect to such LC Issuing Bank at such time or (ii) unless the Borrower shall have agreed otherwise, another Lender or Affiliate thereof reasonably acceptable to the Borrower has agreed to serve as an LC Issuing Bank and commits in writing to issue one or more Letters of Credit in an aggregate amount at least equal to those of the resigning LC Issuing Bank. After the resignation of an LC Issuing Bank hereunder, such resigning LC Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an LC Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, renew or increase any existing Letter of Credit. Upon any such resignation, the Borrower and the resigning LC Issuing Bank may agree to replace or terminate any outstanding Letters of Credit issued by such LC Issuing Bank and to designate one or more Lenders as LC Issuing Banks to replace such LC Issuing Bank.

(l)Any Letter of Credit (as defined in the SPPC Credit Agreement) outstanding under the SPPC Credit Agreement at the time of the consummation of the NPC-SPPC Merger shall be deemed to be a Letter of Credit under this Agreement as of the SPPC Merger Modification Effective Date.

SECTION 2.05. Fees.

(a)The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee on the aggregate unused amount of such Lender’s Commitment (i) from the date hereof, in the case of each Initial Lender, and (ii) from the effective date specified in the Assignment and Assumption pursuant to which it became a Lender, in the case of each other Lender, in each case, until the latest Termination Date applicable to such Lender, payable quarterly in arrears on thefifteenth calendar day following thelast day (or the immediately succeeding Business Day, if such day is not a Business Day)of each March, June, September

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and December, commencing June 30, 2022, and ending on such Termination Date. The commitment fee for any period will be equal to the Commitment Fee Rate in effect from time to time during such period, times an amount equal to the Commitments in effect at such time minus the aggregate principal amount of Loans and Letters of Credit outstanding during such period.

(b)The Borrower agrees to pay the fees payable by the Borrower in such amounts and on such terms as set forth in the Fee Letters.

(c)The Borrower agrees to pay to the Administrative Agent for the account of each Lender a fee (the “LC Fee”) on the average daily aggregate principal amount of each such Lender’s Commitment Percentage of the LC Outstandings (i) from the date hereof, in the case of each Initial Lender, and (ii) from the effective date specified in the Assignment and Assumption pursuant to which it became a Lender, in the case of each other Lender, in each case until the later to occur of (x) the Termination Date applicable to such Lender and (y) the date on which no Letters of Credit are outstanding, payable quarterly in arrears on thefifteenth calendar day followingthelast day (or the immediately succeeding Business Day, if such day is not a Business Day)of each March, June, September and December (commencing on June 30, 2022), and on such later date, at a rate equal at all times to the Applicable Margin in effect from time to time for SOFR Rate Revolving Loans.

(d)The Borrower agrees to pay to the Administrative Agent for the account of each LC Issuing Bank, (i) a fee (the “LC Fronting Fee”) equal to 0.20% of the stated amount of each Letter of Credit issued by such LC Issuing Bank hereunder, payable quarterly in arrears on the fifteenth calendar day following thelast day (or the immediately succeeding Business Day, if such day is not a Business Day)of each March, June, September and December (commencing on June 30, 2022) and ending on the Termination Date or such later date on which no such letter of credit issued by such LC Issuing Bank shall be outstanding, with the calculation based on the actual number of days elapsed in a year of 360 days and (ii) customary issuance, maintenance, drawing and administration fees in respect of such letters of credit.

(e)The Borrower shall pay to the Administrative Agent, for its own account, the annual administrative fee at the times and in the amount set forth in the Agent Fee Letter.

SECTION 2.06. Extension of the Termination Date.

(a)During the period from July 1, 2022 until the date that is 30 days prior to the then-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) one-year extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date that is 30 days after the Administrative Agent provides the Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period,

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whichever is earlier, notify the Borrower and the Lenders of the results thereof. For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request an unlimited number of extensions pursuant to this Section.

(b)If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender.

(c)If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which Wells Fargo acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, (i) unless the Collateral Release has occurred, the Borrower shall have delivered to the Administrative Agent an amendment or replacement of each existing General and Refunding Mortgage Bond, extending the stated maturity date of such bond to the latest Termination Date as of the Extension Effective Date, each of which amendment or replacement bond shall be duly issued and delivered by a duly authorized officer of the Borrower and duly authenticated by the Indenture Trustee; and (ii) the Borrower shall have delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (A) the resolutions of the Borrower authorizing such extension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such extension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds), certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (B) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such amendment or replacement of General and Refunding Mortgage Bonds) and (C) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such

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Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I(A) or Schedule I(B) to this Agreement, as applicable (which shall thereafter be incorporated into this Agreement), to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date.

(d)Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

SECTION 2.07. Increase of the Commitments.

(a)The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to(i) $150,000,000 prior to the SPPC Merger Modification Effective Date, and (ii) $250,000,000 on or after the SPPC Merger Modification Effective Date, in each case$300,000,000by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”).

(b)The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the conditions precedent that

(i) unless the Collateral Release has occurred, the Borrower shall have issued to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (ii) the Borrower shall have delivered to the Administrative Agent (A) the resolutions of the Borrower authorizing such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds), certified as being in effect as of the effective date of such additional Commitments, (B) a favorable opinion of counsel for the

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Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such new issuance of General and Refunding Mortgage Bonds) and (C) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date.

(c)Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I(A) or Schedule I(B) to this Agreement, as applicable (which shall thereafter be incorporated into this Agreement), to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.

(d)Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time. The Loans made or Letters of Credit issued in respect of any Commitment increase pursuant to this Section 2.07 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement.

SECTION 2.08. Termination or Reduction of the Commitments.

(a)The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of

$10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $200,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied.

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(b)The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender.

(c)The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06.

(d)Once terminated, a Commitment or any portion thereof may not be reinstated.

SECTION 2.09. Repayment of Loans.

(a)The Borrower shall repay to the Administrative Agent for the account of each Lender on the Termination Date applicable to such Lender the aggregate principal amount of the Revolving Loans made to the Borrower by such Lender then outstanding. Without limiting the foregoing, the Borrower shall also repay (to the Administrative Agent for the account of the Lenders) Revolving Loans to the extent and at the time required pursuant to the terms of any applicable Governmental Approval relating to the Borrower’s ability to incur Debt.

(b)If at any time the aggregate principal amount of Outstanding Credits exceeds the Commitments, the Borrower shall pay or prepay so much of the Borrowings and/or Cash Collateralize the LC Outstandings as shall be necessary in order that the Outstanding Credits minus the principal amount of Cash Collateral securing the LC Outstandings will not exceed the Commitments.

SECTION 2.10. Evidence of Indebtedness.

(a)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(b)The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

(c)The entries made in the accounts maintained pursuant to subsections (a) and (b) of this Section 2.10 shall, to the extent permitted by Applicable Law, be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure

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of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans and interest thereon in accordance with their terms.

(d)Any Lender may request that any Loans made by it be evidenced by one or more promissory notes. In such event, the Borrower shall prepare, execute and deliver to such Lender one or more promissory notes payable to such Lender (or, if requested by such Lender, to such Lender and its assignees) and in a form reasonably satisfactory to the Administrative Agent. Thereafter, the Loans evidenced by such promissory notes and interest thereon shall at all times (including after assignment pursuant to Section 8.07) be represented by one or more promissory notes in such form payable to the payee named therein.

SECTION 2.11. Interest on Loans.

The Borrower shall pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount shall be paid in full, at the following rates per annum:

(a)Base Rate Loans. During such periods as such Loan is a Base Rate Revolving Loan, a rate per annum equal at all times to the sum of (x) the Base Rate plus (y) the Applicable Margin for Base Rate Loans in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Base Rate Loan shall be Converted or paid in full.

(b)SOFR Rate Revolving Loans. During such periods as such Revolving Loan is a SOFR Rate Revolving Loan, a rate per annum equal at all times during each Interest Period for such Revolving Loan to the sum of (x) Adjusted Term SOFR for such Interest Period for such Revolving Loan plus (y) the Applicable Margin for SOFR Rate Revolving Loans in effect from time to time, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such SOFR Rate Revolving Loan shall be Converted or paid in full.

SECTION 2.12. Interest Rate Determination.

(a)Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.12, if:

(i)the Administrative Agent determines (which determination shall be conclusive absent manifest error) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR or Term SOFR (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period; or

(ii)the Administrative Agent is advised by the Required Lenders that prior to the commencement of any Interest Period for a Term Benchmark Borrowing,

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Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Borrowing in accordance with the terms of Section 2.02, any Notice of Borrowing that requests a Term Benchmark Revolving Borrowing shall instead be deemed to be a Notice of Borrowing for a Base Rate Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.12(a), then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Borrowing in accordance with the terms of Section 2.02, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan.

(b)Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause

(2)of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(c)Notwithstanding anything to the contrary herein or in any other Loan Document, in connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

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(d)The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.12, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.12.

(e)Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either

(A)is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(f)Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to a Base Rate Borrowing. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.12, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan.

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SECTION 2.13. Conversion of Revolving Loans.

(a)Voluntary. The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 12:00 noon (New York City Time) on the third U.S. Government Securities Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.12 and 2.16, Convert all or any part of Revolving Loans of one Type comprising the same Borrowing into Revolving Loans of the other Type or of the same Type but having a new Interest Period; provided, however, that any Conversion of SOFR Rate Revolving Loans into Base Rate Revolving Loans shall be made only on the last day of an Interest Period for such SOFR Rate Revolving Loans, any Conversion of Base Rate Revolving Loans into SOFR Rate Revolving Loans shall be in an amount not less than the minimum amount specified in Section 2.02(b) and no Conversion of any Revolving Loans shall result in more separate Borrowings than permitted under Section 2.02(b). Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Revolving Loans to be Converted, and (iii) if such Conversion is into SOFR Rate Revolving Loans, the duration of the initial Interest Period for each such Revolving Loan. Each notice of Conversion shall be irrevocable and binding on the Borrower.

(b)Mandatory.

(i)If the Borrower shall fail to select the Type of any Revolving Loan or the duration of any Interest Period for any Borrowing comprising SOFR Rate Revolving Loans in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and Section 2.13(a), or if any proposed Conversion of a Borrowing that is to comprise SOFR Rate Revolving Loans upon Conversion shall not occur as a result of the circumstances described in subsection (c) below, or if an Event of Default has occurred and is continuing and SOFR Rate Revolving Loans are outstanding, the Administrative Agent will forthwith so notify the Borrower and the Lenders, and (i) such Revolving Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Loans and (ii) the obligation of the Lenders to make, or to Convert Revolving Loans into, SOFR Rate Revolving Loans shall be suspended.

(ii)On the date on which the aggregate unpaid principal amount of SOFR Rate Revolving Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Loans shall automatically Convert into Base Rate Revolving Loans.

(c)Failure to Convert. Each notice of Conversion given pursuant to subsection (a) above shall be irrevocable and binding on the Borrower. In the case of any Borrowing that is to comprise SOFR Rate Revolving Loans upon Conversion, the Borrower agrees to indemnify each Lender against any loss, cost or expense incurred by such Lender if, as a result of the failure of the Borrower to satisfy any condition to such Conversion (including, without limitation, the occurrence of any Default), such Conversion does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all Obligations and the termination of the Commitments.

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(d)Limitation on Certain Conversions. Notwithstanding any other provision of this Agreement to the contrary, the Borrower may not borrow Revolving Loans at Adjusted Term SOFR or Convert Revolving Loans resulting in SOFR Rate Revolving Loans at any time an Event of Default has occurred and is continuing.

SECTION 2.14. Optional Prepayments of Loans.

The Borrower may prepay Loans, (i) upon at least two U.S. Government Securities Business Days’ notice, in the case of SOFR Rate Revolving Loans, and (ii) upon notice not later than 12:00 noon (New York City Time) on the date of prepayment, in the case of Base Rate Revolving Loans, to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and, if such notice is given, the Borrower shall prepay the outstanding principal amount of the Loans comprising part of the same Borrowing in whole or ratably in part, without penalty, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $100,000 in excess thereof and (y) in the event of any such prepayment of a Adjusted Term SOFR Loan, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c).

SECTION 2.15. Increased Costs.

(a)Increased Costs Generally. If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, assessment, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Adjusted Term SOFR) or any LC Issuing Bank;

(ii)other than (A) Indemnified Taxes and (B) Excluded Taxes, subject any Recipient to any Taxes on, or change the basis of taxation of payments to any Recipient in respect of, its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)impose on any Lender or any LC Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such LC Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, LC Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon the good faith request of such Lender, LC Issuing Bank or other Recipient, the Borrower will pay to such Lender, LC Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will

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compensate such Lender, LC Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b)Capital Requirements. If any Lender or LC Issuing Bank determines that any Change in Law affecting such Lender or LC Issuing Bank or any lending office of such Lender or such Lender’s or LC Issuing Bank’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or LC Issuing Bank’s capital or on the capital of such Lender’s or LC Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by any LC Issuing Bank, to a level below that which such Lender or LC Issuing Bank or such Lender’s or LC Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or LC Issuing Bank’s policies and the policies of such Lender’s or LC Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or LC Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or LC Issuing Bank or such Lender’s or LC Issuing Bank’s holding company for any such reduction suffered.

(c)Certificates for Reimbursement. A certificate of a Lender or LC Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or LC Issuing Bank or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender or LC Issuing Bank, as the case may be, promptly upon demand the amount shown as due on any such certificate.

(d)Delay in Requests. Failure or delay on the part of any Lender or LC Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or LC Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or LC Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender or LC Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or LC Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 2.16. Illegality.

If due to any Change in Law it shall become unlawful or impossible for any Lender (or its Lending Office) to make, maintain or fund its SOFR Rate Revolving Loans, and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make SOFR Rate Revolving Loans, or to Convert outstanding Revolving Loans into SOFR Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall

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use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each SOFR Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either

(i)on the last day of the then current Interest Period applicable to such SOFR Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such day.

SECTION 2.17. Payments and Computations.

(a)The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) on the day when due in Dollars to the Administrative Agent at the Agent’s Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders for the account of its Lending Office to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b)The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due.

(c)All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on Adjusted Term SOFR, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

(d)Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause

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payment of interest on or principal of SOFR Rate Revolving Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. Notwithstanding anything to the contrary contained herein, if the Termination Date shall occur on a date other than a Business Day, the Borrower shall repay to the Administrative Agent for the account of each Lender on the next preceding Business Day prior to the Termination Date the aggregate principal amount of the Revolving Loans made to the Borrower by the Lenders then outstanding.

(e)Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate.

(f)Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

SECTION 2.18. Taxes.

(a)Defined Terms. For purposes of this Section 2.18 and for the avoidance of doubt, the term “Lender” includes any LC Issuing Bank and the term “Applicable Law” includes FATCA.

(b)Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the

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applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c)Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d)Indemnification by the Borrower. The Borrower shall indemnify each Recipient, within 30 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 30 days after demand therefor, for any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so). Each Lender shall severally indemnify the Administrative Agent and the Borrower, within 30 days after demand therefor, for (i) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 8.07(d) relating to the maintenance of a Participant Register and (ii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or the Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent or the Borrower shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent or the Borrower to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent or the Borrower to the Lender from any other source against any amount due to the Administrative Agent or the Borrower under this subsection (e).

(f)Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 2.18, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

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(g)Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.18(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)Without limiting the generality of the foregoing,

(A)any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), an executed IRS Form W-9 certifying that such Lender is exempt from

U.S. federal backup withholding tax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(i)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, an executed IRS Form W-8BEN-E or IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, an executed IRS Form W-8BEN-E or IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii)an executed IRS Form W-8ECI;

(iii)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that

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such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) an executed IRS Form W-8BEN-E or IRS Form W-8BEN; or

(iv)to the extent a Foreign Lender is not the beneficial owner, an executed IRS Form W-8IMY, accompanied by an executed IRS Form W-8ECI, IRS Form W-8BEN-E or IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

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(h)Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.18 (including by the payment of additional amounts pursuant to this Section 2.18), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this subsection (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this subsection (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i)Survival. Each party’s obligations under this Section 2.18 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all Obligations.

SECTION 2.19. Sharing of Payments, Etc.

If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Commitment Percentage thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that:

(A)if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(B)the provisions of this Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender and any payment made pursuant to Section 2.02(c), 2.06, 2.11(c),

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2.13(c), 2.15, 2.18, 2.21 or 8.04(c) or, in respect of SOFR Rate Revolving Loans converted into Base Rate Revolving Loans, pursuant to Section 2.16), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

SECTION 2.20. Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office. If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.18, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)Replacement of Lenders. If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18 and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with subsection (a) above, or if any Lender is a Declining Lender, a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 8.07), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.18) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if such Lender accepts such assignment); provided that:

(i)the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 8.07(b)(iv);

(ii)such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents

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(including any amounts under Section 8.04(c)) from the assignee (to the extent of such outstanding principal amounts and accrued interest and fees) or the Borrower (in the case of all other amounts);

(iii)in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.18, such assignment will result in a reduction in such compensation or payments thereafter;

(iv)such assignment shall not conflict with Applicable Law;

(v)in the case of any assignment resulting from a Lender becoming a Declining Lender or a Non-Consenting Lender, the applicable assignee shall have consented to the applicable extension, amendment, waiver or consent; and

(vi)No Default shall have occurred and be continuing.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 2.21. Defaulting Lenders.

(a)Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(i)Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and in Section 8.01.

(ii)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 6.01 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 8.05 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any LC Issuing Bank hereunder; third, to Cash Collateralize the LC Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.22; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order (x) to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) to Cash Collateralize the

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LC Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.22; sixth, to the payment of any amounts owing to the Lenders or the LC Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the LC Issuing Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Outstandings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Outstandings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Outstandings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Outstandings are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.21(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)Certain Fees. (A) No Defaulting Lender shall be entitled to receive any commitment fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B)Each Defaulting Lender shall be entitled to receive LC Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Commitment Percentage of the LC Outstandings for which it has provided Cash Collateral pursuant to Section 2.22.

(C)With respect to any LC Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such LC Fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in LC Outstandings that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each LC Issuing Bank, as applicable, the amount of any such LC Fee otherwise payable to such Defaulting Lender to the extent allocable to such LC Issuing Bank’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such LC Fee.

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(iv)Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in LC Outstandings shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Commitment Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) such reallocation does not cause the aggregate Outstanding Credits of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment and (y) such reallocation does not cause the aggregate Outstanding Credits of all Non-Defaulting Lenders to exceed the Commitments of all Non-Defaulting Lenders. Subject to Section 8.16, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v)Reduction of Available Commitments. The Borrower may terminate the Available Commitment of any Lender that is a Defaulting Lender in accordance with Section 2.08(b).

(b)Defaulting Lender Cure. If the Borrower, the Administrative Agent and each LC Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in LC Outstandings to be held pro rata by the Lenders in accordance with the Commitments (without giving effect to Section 2.21(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed in writing by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c)New Letters of Credit. So long as any Lender is a Defaulting Lender, no LC Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

(d)Bankruptcy Event or Bail-In Action of a Parent Company. If (i) a Bankruptcy Event or Bail-In Action with respect to a direct or indirect parent company of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any LC Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, no LC Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit, unless such LC Issuing Bank shall have entered into arrangements with the Borrower or such Lender, satisfactory to such LC Issuing Bank to defease any risk to it in respect of such Lender hereunder.

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SECTION 2.22. Cash Collateral.

At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or any LC Issuing Bank (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the LC Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.21(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(i)Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the LC Issuing Banks, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of LC Outstandings, to be applied pursuant to paragraph (ii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the LC Issuing Banks as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(ii)Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.22 or Section 2.21 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of LC Outstandings (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(iii)Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce any LC Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.22 following (A) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (B) the determination by the Administrative Agent and each LC Issuing Bank that there exists excess Cash Collateral; provided that, subject to Section 2.21, the Person providing Cash Collateral and each LC Issuing Bank may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations.

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ARTICLE III CONDITIONS PRECEDENT

SECTION 3.01. Conditions Precedent to Effectiveness.

The obligation of each Lender and each LC Issuing Bank to make the initial Extension of Credit to be made by it hereunder shall become effective on and as of the first date on which the following conditions precedent have been satisfied:

(a)The Administrative Agent shall have received on or before such date of effectiveness the following, each dated such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below and the General and Refunding Mortgage Bond described in paragraph

(viii)below) for each Lender and each LC Issuing Bank:

(i)A fully executed version of this Agreement and the other Loan Documents;

(ii)Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower.

(iii)(A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Nevada as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Nevada (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.

(iv)Certified copies of the resolutions of the board of directors of the Borrower approving this Agreement and the other Loan Documents and of all documents evidencing other necessary corporate action and Governmental Approvals required for the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents.

(v)A certificate of the Secretary or Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder, and (B) that attached thereto are true and correct copies of the bylaws of the Borrower as in effect on such date.

(vi)A favorable opinion of in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.

(vii)A favorable opinion of special New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.

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(viii) an Officer’s Certificate pursuant to the authority granted in the Board Resolutions of the Borrower dated as of June 30, 2021, the General and Refunding Mortgage Indenture and the General and Refunding Mortgage Bond, certifying that (A) the Termination Date was extended to June 30, 2024 pursuant to and in accordance with the terms of this Agreement, including any requirements for approval by the lenders under this Agreement, (B) to such Authorized Officer’s knowledge, no Event of Default has occurred and is continuing or would result from the amendment and restatement of the Existing Credit Agreement, and (C) such Authorized Officer has read all of the covenants and conditions contained in the Indenture, and the definitions in the General and Refunding Mortgage Indenture relating thereto, relating to the issuance of the General and Refunding Mortgage Bond and in respect of compliance with which such Officer’s Certificate is made.

(b)On such date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated such date, stating that:

(i)The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and

(ii)No event has occurred and is continuing that constitutes a Default.

(c)The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, the Joint Lead Arrangers and the Lenders payable on the date hereof (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable).

(d)The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders reasonably in advance of the date hereof.

(e)The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuing Bank shall have reasonably requested through the Administrative Agent reasonably in advance of the date hereof.

SECTION 3.02. Conditions Precedent to each Extension of Credit.

The obligation of each Lender and each LC Issuing Bank to make each Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Loans outstanding immediately prior to the making of such Borrowing) shall be subject to the following statements being true on the date of such Borrowing (and each of the giving of the applicable Notice of Borrowing or Request for Issuance and the acceptance by the Borrower of the proceeds of any such Extension of Credit

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shall constitute a representation and warranty by the Borrower that on the date of such Extension of Credit such statements are true):

(i)The representations and warranties of the Borrower contained in Section

4.01 (other than the representations and warranties in the first sentence of Section 4.01(g), in Section 4.01(i) and in the first sentence of Section 4.01(n)) are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date, and

(ii)No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default.

SECTION 3.03. Conditions Precedent to Issuance of Each Bond Letter of Credit.

The obligation of each LC Issuing Bank to issue any Bond Letter of Credit in connection with any series of Bonds shall be subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 and the further conditions precedent that:

(a)The Administrative Agent shall have received on or before the date of such issuance the following, in form and substance reasonably satisfactory to the Administrative Agent and the applicable LC Issuing Bank and, to the extent requested by the Administrative Agent, in sufficient copies for each Lender:

(i)Counterparts of any Pledge Agreement relating to such Bonds, duly executed by the Borrower, the Administrative Agent and the applicable Custodian, or other evidence that the Bonds purchased with the proceeds of such Bond Letter of Credit will be effectively pledged to or held for the benefit of such LC Issuing Bank and the Lenders, and that a separate CUSIP number has been assigned to such Bonds.

(ii)Certified copies or originals of the other applicable Related Documents (which, in the case of the applicable Bonds, may be a specimen of such Bonds).

(iii)Certified copies of the resolutions of the board of directors of the Borrower approving the Related Documents to which the Borrower is a party in connection with such Bond Letter of Credit, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the transactions contemplated by such Related Documents.

(iv)A certificate of the Secretary or Assistant Secretary of the Borrower certifying the names and true signatures of the Borrower authorized to sign the Related Documents to which the Borrower is a party in connection with such Bond Letter of Credit and the other documents to be delivered by the Borrower hereunder in connection with the issuance of such Bond Letter of Credit.

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(v)A copy of the Official Statement, if any, relating to the Bonds to be supported by such Bond Letter of Credit.

(vi)A certificate of an authorized officer of the applicable Custodian certifying the names, true signatures and incumbency of the officers of such Custodian authorized to sign the applicable Pledge Agreement.

(vii)A certificate of an authorized officer of the applicable Bond Trustee certifying the names, true signatures and incumbency of the officers of such Bond Trustee authorized to make drawings under such Bond Letter of Credit.

(viii) A favorable opinion of counsel to the Borrower with respect to the Related Documents to which the Borrower is a party.

(ix)A reliance letter from bond counsel relating to the Bonds to be supported by such Bond Letter of Credit permitting the Lenders to rely on the approving opinion of bond counsel with respect to such Bonds.

(x)The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuing Bank shall have reasonably requested through the Administrative Agent reasonably in advance of the date hereof.

(b)On the date of such issuance, the following statements shall be true and correct, and the Administrative Agent shall have received on or before such date for the account of the applicable LC Issuing Bank and each Lender a certificate signed by a duly authorized officer of the Borrower, dated such date, stating that the following representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of such date, as though made on and as of such date:

(i)The execution, delivery and performance by the Borrower of each Related Document to which the Borrower is a party in connection with such Bond Letter of Credit, and the consummation of the transactions contemplated thereby, are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and shareholder action. Each Related Document to which the Borrower is stated to be a party in connection with such Bond Letter of Credit has been duly executed and delivered by the Borrower.

(ii)No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of any Related Document to which the Borrower is a party in connection with such Bond Letter of Credit, other than such authorizations, approvals, actions, notices and filings that have been obtained or made (as applicable) prior to such date.

(iii)The execution, delivery and performance by the Borrower of each Related Document to which the Borrower is a party in connection with such Bond Letter of

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Credit will not (A) violate (x) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (y) any Applicable Law,

(B)be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound, or

(C)result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and Liens required under this Agreement, except to the extent such conflict, breach or default referred to in the preceding clause (B), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(iv)Each Related Document to which the Borrower is a party in connection with such Bond Letter of Credit is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms.

(v)The representations and warranties of the Borrower in the Related Documents to which the Borrower is a party in connection with such Bond Letter of Credit are true and correct in all material respects (without duplication of any materiality qualifiers).

ARTICLE IV REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrower.

The Borrower represents and warrants as follows:

(a)The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is duly qualified to do business and is in good standing as a foreign corporation under the laws of each state in which the ownership of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect, and each Material Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or otherwise organized.

(b)The execution, delivery and performance by the Borrower of each Loan Document, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate action. Each Loan Document has been duly executed and delivered by the Borrower.

(c)No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document, other than such Governmental Approvals that have been duly obtained and are in full force and effect, which as of the date hereof are as follows: Order issued January 25, 2022 by the PUCN in Docket No. 21-10026.

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(d)The execution, delivery and performance by Borrower of the Loan Documents will not (i) violate (A) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound or (iii) result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and Liens required under this Agreement, except to the extent such conflict, breach or default referred to in the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(e)Each Loan Document is the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by bankruptcy and similar laws affecting the enforcement of creditors’ rights generally and by the application of general equitable principles.

(f)The Borrower and each Material Subsidiary are in compliance with all Applicable Laws (including Environmental Laws), except to the extent that failure to comply would not reasonably be expected to have a Material Adverse Effect.

(g)There is no action, suit, proceeding, claim or dispute pending or, to the Borrower’s knowledge, threatened against or affecting the Borrower or any of its Material Subsidiaries, or any of its or their respective properties or assets, before any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. There is no injunction, writ, preliminary restraining order or any other order of any nature issued by any Governmental Authority directing that any material aspect of the transactions expressly provided for in any of the Loan Documents not be consummated as herein or therein provided.

(h)The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 2021, and the related consolidated statements of income, cash flows and stockholders’ equity for the fiscal year ended on such date, certified by Deloitte & Touche LLP, copies of which have heretofore been furnished to the Administrative Agent and each Lender, present fairly in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as may be disclosed therein).

(i)Since December 31, 2021, no event has occurred that could reasonably be expected to have a Material Adverse Effect.

(j)The Borrower and each Material Subsidiary have filed or caused to be filed all

U.S. Federal and other material tax returns that are required by Applicable Law to be filed, and have paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property; other than (i) with respect to taxes the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to

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which reserves in conformity with GAAP have been provided on the books of the Borrower or the applicable Material Subsidiary, as the case may be, or (ii) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

(k)No ERISA Event has occurred other than as would not, either individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. There are no actions, suits or claims pending against or involving a Pension Plan (other than routine claims for benefits) or, to the knowledge of the Borrower or any of its ERISA Affiliates, threatened, that would reasonably be expected to be asserted successfully against any Pension Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. No lien imposed under the Internal Revenue Code or ERISA on the assets of the Borrower or any of its ERISA Affiliates exists or is likely to arise with respect to any Pension Plan. The Borrower and each of its Subsidiaries have complied with foreign law applicable to its Foreign Plans, except to the extent that failure to comply would not reasonably be expected to have a Material Adverse Effect.

(l)The Borrower is not engaged in the business of extending credit for the purpose of buying or carrying Margin Stock, and no proceeds of any Loan will be used to extend credit to others for the purpose of buying or carrying any Margin Stock. Following the application of the proceeds of any Extension of Credit, not more than 25% of the value of the assets of the Borrower and the Material Subsidiaries that are subject to the restrictions of Section 5.02(a) or

(c)constitute Margin Stock.

(m)Neither the Borrower nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

(n)There are no claims, liabilities, investigations, litigation, notices of violation or liability, administrative proceedings, judgments or orders, whether asserted, pending or threatened, relating to any liability under or compliance with any applicable Environmental Law, against the Borrower or any Material Subsidiary or relating to any real property currently or formerly owned, leased or operated by the Borrower or any Material Subsidiary, that would reasonably be expected to have a Material Adverse Effect. No Hazardous Materials have been or are present or are being spilled, discharged or released on, in, under or from property (real, personal or mixed) currently or formerly owned, leased or operated by the Borrower or any Material Subsidiary in any quantity or manner violating, or resulting in liability under, any applicable Environmental Law, which violation or liability would reasonably be expected to have a Material Adverse Effect.

(o)No written statement or information furnished by or on behalf of the Borrower to the Administrative Agent, any Lender or any LC Issuing Bank in connection with the syndication or negotiation of this Agreement or delivered pursuant hereto, in each case as of the date such statement or information is made or delivered, as applicable, contained or contains, any material misstatement of fact or intentionally omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are, or will be made, not misleading.

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(p)Each Material Subsidiary as of the date hereof is set forth on Schedule III.

(q)The Borrower has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, to the knowledge of the Borrower, their respective officers, directors and employees and their respective agents that will act in any capacity in connection with or benefit from the credit facility established hereby, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Borrower or any Subsidiary is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

(r)At all times prior to the Collateral Release, the General and Refunding Mortgage Indenture is effective to create in favor of the Indenture Trustee, for the ratable benefit of all Holders of Securities (as defined in the General and Refunding Mortgage Indenture), a legal, valid, binding, subsisting and enforceable Lien on and security interest in the Mortgaged Property and the proceeds thereof, subject to applicable Debtor Relief Laws, and such Lien constitutes a fully perfected Lien on, and security interest in, all right title and interest of the grantors thereof in such Mortgaged Property and the proceeds thereof, in each case prior to and superior in right to any other Person subject only to Permitted Liens (as defined in the General and Refunding Mortgage Indenture).

(s)At all times prior to the Collateral Release, the General and Refunding Mortgage Bonds, when executed by the Borrower and authenticated by the Indenture Trustee in accordance with the General and Refunding Mortgage Indenture and delivered to the Administrative Agent in accordance with the terms hereof, will constitute valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms, except as the enforceability thereof may be limited by applicable Debtor Relief Laws. At all times prior to the Collateral Release, the Borrower has all requisite corporate power and authority to issue and deliver the General and Refunding Mortgage Bonds in accordance with and upon the terms and conditions set forth herein.

(t)At all times prior to the Collateral Release, the General and Refunding Mortgage Bonds secure the Obligations of the Borrower hereunder, have been duly and validly issued and are entitled to the security and benefits of the General and Refunding Mortgage Indenture. At all times prior to the Collateral Release, the General and Refunding Mortgage Bonds are secured equally and ratably with, and only with, all other Securities (as defined in the General and Refunding Mortgage Indenture) issued and outstanding under the General and Refunding Mortgage Indenture.

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ARTICLE V COVENANTS OF THE BORROWER

SECTION 5.01. Affirmative Covenants.

So long as any Loan or any other amount payable hereunder shall remain unpaid, any Letter of Credit shall remain outstanding or any Lender shall have any Commitment hereunder, the Borrower will:

(a)Payment of Taxes, Etc. Pay and discharge, and cause each Material Subsidiary to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or its property, and (ii) all lawful claims that, if unpaid, would by Applicable Law become a Lien upon its property, in each case, except to the extent that the failure to pay and discharge such amounts, either singly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; provided, however, that neither the Borrower nor any Material Subsidiary shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which adequate reserves are being maintained in accordance with GAAP.

(b)Preservation of Existence, Etc. Preserve and maintain, and cause each Material Subsidiary to preserve and maintain, its corporate, partnership or limited liability company (as the case may be) existence and all rights (charter and statutory) and franchises, except to the extent the failure to maintain such rights and franchises would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and any Material Subsidiary may consummate any merger or consolidation permitted under Section 5.02(b).

(c)Compliance with Laws, Etc. Comply, and cause each Material Subsidiary to comply with Applicable Law (with such compliance to include, without limitation, compliance with Environmental Laws, the Patriot Act, Anti-Corruption Laws and Sanctions), except to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect.

(d)Inspection Rights. At any reasonable time and from time to time, permit the Administrative Agent, any LC Issuing Bank or any Lender or any designated agents or representatives thereof, at all reasonable times and to the extent permitted by Applicable Law, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and any Material Subsidiary and to discuss the affairs, finances and accounts of the Borrower and any Material Subsidiary with any of their officers or directors and with their independent certified public accountants (at which discussion, if the Borrower or such Material Subsidiary so requests, a representative of the Borrower or such Material Subsidiary shall be permitted to be present, and if such accountants should require that a representative of the Borrower be present, the Borrower agrees to provide a representative to attend such discussion); provided that (i) such designated agents or representatives shall agree to any reasonable confidentiality obligations proposed by the Borrower and shall follow the guidelines and procedures generally imposed upon like visitors to the Borrower’s facilities, and (ii) unless an Event of Default shall have occurred and be continuing, such visits and inspections shall occur not more than once in any fiscal quarter.

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(e)Keeping of Books. Keep, and cause each Material Subsidiary to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower and each such Material Subsidiary in accordance with GAAP.

(f)Maintenance of Properties, Etc. Maintain and preserve, and cause each Material Subsidiary to maintain and preserve, all of its properties that are material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

(g)Maintenance of Insurance. Maintain, and cause each Material Subsidiary to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which Borrower or any of its Material Subsidiaries operates to the extent available on commercially reasonable terms (the “Industry Standard”); provided, however, that the Borrower and each Material Subsidiary may self-insure to the same extent as other companies engaged in similar businesses and owning similar properties and to the extent consistent with prudent business practice; and provided, further, that if the Industry Standard is such that the insurance coverage then being maintained by Borrower and its Material Subsidiaries is below the Industry Standard, Borrower shall only be required to use its reasonable best efforts to obtain the necessary insurance coverage such that its and its Material Subsidiaries’ insurance coverage equals or is greater than the Industry Standard.

(h)Reporting Requirements. Furnish to the Lenders:

(i)within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a copy of the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by the chief financial officer, chief accounting officer, treasurer or assistant treasurer of the Borrower as having been prepared in accordance with generally accepted accounting principles and a certificate of the chief financial officer, chief accounting officer, treasurer or assistant treasurer of the Borrower as to compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP in effect on the date hereof;

(ii)within 120 days after the end of each fiscal year of the Borrower, a copy of the annual audit report for such year for the Borrower and its Consolidated Subsidiaries, containing a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for such fiscal year, in each case accompanied by an opinion by Deloitte & Touche LLP or other

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independent public accountants of nationally recognized standing, and a certificate of the chief financial officer, chief accounting officer, treasurer or assistant treasurer of the Borrower as to compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP in effect on the date hereof;

(iii)within five days after the chief financial officer or treasurer of the Borrower obtains knowledge of the occurrence of any Default, a statement of the chief financial officer or treasurer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto;

(iv)within ten Business Days after the Borrower or any of its ERISA Affiliates knows or has reason to know that (A) the Borrower or any of its ERISA Affiliates has failed to comply with ERISA or the related provisions of the Internal Revenue Code with respect to any Pension Plan, and such noncompliance will, or could reasonably be expected to, result in material liability to the Borrower or its Subsidiaries, and/or (B) any ERISA Event (other than an ERISA Event as defined in clause (vi) of the definition of “ERISA Event”) has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and all notices received by the Borrower or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto;

(v)promptly after the commencement thereof, notice of all actions and proceedings before, and orders by, any Governmental Authority affecting the Borrower or any Material Subsidiary of the type described in Section 4.01(g);

(vi)together with the financial statements delivered in paragraphs (i) and (ii) of this Section 5.01(h), if Schedule III shall no longer set forth a complete and correct list of all Material Subsidiaries as of the last date of the period for which such financial statements were prepared, an updated Schedule III setting forth all Material Subsidiaries as of the last date of such period for which such financial statements have been prepared;

(vii)promptly upon any amendment or modification to the General and Refunding Mortgage Indenture at any time prior to the Collateral Release, notice of such amendment or modification;

(viii) promptly upon any change in the S&P Rating or Moody’s Rating, notice of such change;

(ix)if requested by the Administrative Agent or any Lender, an updated Beneficial Ownership Certification to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, reflecting any change in the information provided in any Beneficial Ownership Certification delivered to the

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Administrative Agent or any Lender that would result in a change to the list of beneficial owners of the Borrower;

(x)promptly upon the occurrence of a Reportable Compliance Event, notice of such occurrence; and

(xi)such other information respecting the Borrower or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request.

If the financial statements required to be delivered pursuant to Section 5.01(h)(i) or 5.01(h)(ii) are included in any Form 10-K or 10-Q filed by the Borrower, the Borrower’s obligation to deliver such documents or information to the Administrative Agent shall be deemed to be satisfied upon (x) delivery of a copy of the relevant form to the Administrative Agent within the time period required by such Section or (y) the relevant form being available on EDGAR and the delivery of a notice to the Administrative Agent (which notice may be delivered by electronic mail and/or included in the applicable compliance certificate delivered pursuant to Section 5.01(h)(i) or 5.01(h)(ii)) that such form is so available, in each case within the time period required by such Section.

(i)Use of Proceeds. Use the proceeds of the Borrowings and the Letters of Credit for working capital and other general corporate purposes.

(j)Control of Purchased Bonds. So long as any Bond Letter of Credit shall remain outstanding, cause each Bond purchased with the proceeds of such Bond Letter of Credit to be subject to the Lien of an applicable Pledge Agreement or otherwise registered in the name of the applicable LC Issuing Bank, the Administrative Agent or any nominee of such LC Issuing Bank or of the Administrative Agent pending the remarketing of such Bonds pursuant to the applicable Remarketing Agreement and the other applicable Related Documents.

SECTION 5.02. Negative Covenants.

So long as any Loan or any other amount payable hereunder shall remain unpaid, any Letter of Credit shall remain outstanding or any Lender shall have any Commitment hereunder, the Borrower agrees that it will not:

(a)Liens, Etc. Create or suffer to exist, or cause or permit any Material Subsidiary to create or suffer to exist, any Lien on or with respect to any of its properties, including, without limitation, equity interests held by such Person in any Subsidiary of such Person, whether now owned or hereafter acquired, other than (i) Permitted Liens; (ii) Liens created under Section 2.22 or 6.02; (iii) Liens created by or pursuant to the General and Refunding Mortgage Indenture or by or pursuant to any other first mortgage indenture or similar agreement or instrument pursuant to which the Borrower or any of its Material Subsidiaries may issue bonds, notes or similar instruments secured by a lien on all or a substantial portion of its fixed assets; provided that under the terms of such other indenture or similar agreement or instrument (including any amendment, modification or supplement to the General and Refunding Mortgage Indenture and any Replacement Indenture) no “cross-default” or similar “event of default” (howsoever

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designated) in respect of any bonds, notes, or other instruments issued thereunder will be triggered by reference to a Default; (iv)(A) Liens that constitute “Permitted Liens” as defined in the General and Refunding Mortgage Indenture as in effect on the Closing Date except for Liens permitted by clause (c) of such definition of “Permitted Liens” in the General and Refunding Mortgage Indenture as in effect on the Closing Date, and (B) on and following the SPPC Merger Modification Effective Date, Liens that constitute “Permitted Liens” as defined in the General and Refunding Mortgage Indenture (as defined in the SPPC Credit Agreement) as in effect on the Closing Date except for Liens permitted by clause (c) of such definition of “Permitted Liens” in the General and Refunding Mortgage Indenture (as defined in the SPPC Credit Agreement) as in effect on the Closing Date; (v) Liens in favor of the United States Department of Energy in connection with the Borrower’s smart grid assets purchased with a grant from the United States Department of Energy under the American Recovery and Reinvestment Act; and (vi) Liens, in addition to the foregoing, securing obligations not greater than the greater of (A) 7.5% of consolidated shareholders’ equity of all classes (whether common, preferred, mandatorily convertible preferred or preference) of the Borrower and (B) $100,000,000.

(b)Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the successor entity (if other than the Borrower) (A) assumes, in form reasonably satisfactory to the Administrative Agent, all of the obligations of the Borrower under this Agreement, (B) is a corporation or limited liability company formed under the laws of the United States of America, one of the states thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in Section 5.03 both before and after giving effect to such proposed transaction (determined as if such proposed transaction had occurred on the last day of the most recent fiscal quarter period preceding the date of such proposed transaction for which financial statements have been delivered pursuant to Section 5.01(h)) and (D) has (1) prior to the Collateral Release, long-term senior secured debt ratings issued (and confirmed after giving effect to such merger) by S&P or Moody’s of at least BBB and Baa2, respectively, or (2) from and after the Collateral Release, long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P or Moody’s of at least BBB- and Baa3, respectively, or (3) if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and Moody’s of at least A-3 and P-3, respectively, (ii) if such proposed transaction will occur prior to the Collateral Release (A) such proposed transaction is permitted under the General and Refunding Mortgage Indenture and (B) after giving effect to such proposed transaction, the General and Refunding Mortgage Bonds continue to secure the Obligations to the same extent as required hereunder, and (iii) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom; provided, in each case of clause (i) where the successor entity is other than the Borrower, that the Administrative Agent shall have received, and be reasonably satisfied with, all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date of such proposed transaction. Without limiting the foregoing, the Borrower may merge with or into Sierra Pacific Power Company (including, without limitation, pursuant to the NPC-SPPC Merger), subject to the conditions in the preceding clauses (i), (ii) and (iii), and provided that, unless the Collateral Release has occurred, the Borrower shall take such actions necessary to (x) ensure that the Obligations continue to be secured under the

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General and Refunding Mortgage Indenture (as in effect immediately prior to such merger) as required hereunder or (y) secure the Obligations under a replacement indenture or similar agreement or instrument (the “Replacement Indenture”) on a substantially similar basis as under the General and Refunding Mortgage Indenture (as in effect immediately prior to such merger)(and, if applicable, under the “General and Refunding Mortgage Indenture” (as defined in theSPPC Credit Agreement)), which actions will include the issuance under the Replacement Indenture of bonds, notes or other instruments (collectively, the “Replacement Collateral”) to secure the Obligations on a substantially similar basis as under the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date (and, if applicable,under the “General and Refunding Mortgage Bond” (as defined in the SPPC Credit Agreement))and the delivery of related resolutions, Governmental Approvals and legal opinions for such transactions.

(c)Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of all or substantially all of its assets to any Person, or grant any option or other right to purchase, lease or otherwise acquire such assets, except that the Borrower may sell, lease, transfer or otherwise dispose of all or substantially all of its assets to any Person so long as the requirements set forth in Section 5.02(b) are satisfied as if such disposition were a merger or consolidation in which the Borrower is not the surviving entity.

(d)Use of Proceeds. Use the proceeds of any Extension of Credit to buy or carry Margin Stock in violation of the Margin Regulations.

(e)Optional Redemption of Bonds. So long as any Bond Letter of Credit shall remain outstanding, cause or permit delivery of a notice of an optional redemption or purchase of the applicable Bonds or of a change in the interest modes (other than to or from a mode in which interest is payable at a rate determined daily or weekly) on such Bonds resulting in a mandatory redemption or purchase of such Bonds under the applicable Bond Indenture, unless (i) the Borrower has deposited with the Administrative Agent, the applicable LC Issuing Bank or the applicable Bond Trustee an amount equal to the principal of, premium, if any, and interest on such Bonds on the date of such redemption or purchase, or (ii) any notice of such redemption or purchase or change in the applicable interest mode is conditional upon receipt by the applicable Bond Trustee or paying agent on or prior to the date fixed for the applicable redemption or purchase of funds (other than funds drawn under such Bond Letter of Credit) sufficient to pay the principal of, premium, if any, and interest on such Bonds on the date of such redemption or purchase.

(f)Amendments to Bond Indenture. So long as any Bond Letter of Credit shall remain outstanding, amend, modify, terminate or grant, or permit the amendment, modification, termination or grant of, any waiver under (or consent to, or permit or suffer to occur any action or omission which results in, or is equivalent to, an amendment, modification, or grant of a waiver under) any provision of the applicable Bond Indenture that would (i) directly affect the rights or obligations of the applicable LC Issuing Bank under the applicable Related Documents without the prior written consent of such LC Issuing Bank or (ii) have an adverse effect on the rights or obligations of the Lenders hereunder without the prior written consent of the Required Lenders.

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(g)Official Statement. So long as any Bond Letter of Credit shall remain outstanding, refer to the applicable LC Issuing Bank in the Official Statement with respect to the applicable Bonds or make any changes in reference to such LC Issuing Bank in any revision, amendment or supplement without the prior consent of such LC Issuing Bank, or revise, amend or supplement such Official Statement without providing a copy of such revision, amendment or supplement, as the case may be, to such LC Issuing Bank.

(h)Use of Proceeds of Bond Letter of Credit. So long as any Bond Letter of Credit shall remain outstanding, permit any proceeds of such Bond Letter of Credit to be used for any purpose other than the payment of the principal of, interest on, redemption price of and purchase price of the applicable Bonds.

(i)Modifications of Instruments, Etc. At any time prior to the Collateral Release, amend or modify in any manner adverse to the Lenders (as reasonably determined by the Administrative Agent) the General and Refunding Mortgage Indenture.

(j)Limitation on Release from Liens. At any time prior to the Collateral Release, cause the Liens of the General and Refunding Mortgage Indenture and related security documents, upon any assets, to be released, except in connection with a disposition of such assets permitted by Section 5.02(c); provided that, within 180 days after any such release, the Borrower will either (i) dispose of such assets or (ii) subject such assets again to the Lien of the General and Refunding Mortgage Indenture.

(k)Compliance with Anti-Corruption Laws and Sanctions. The Borrower will not, directly or, to the knowledge of the Borrower, indirectly, use the proceeds of any Borrowing or any Letter of Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions by the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, any other party (including each Credit Party) to this Agreement or the other Loan Documents.

SECTION 5.03. Financial Covenant.

So long as any Loan shall remain unpaid, any Letter of Credit shall remain outstanding or any Lender shall have any Commitment hereunder, the Borrower will maintain a ratio of Consolidated Debt to Consolidated Capital of not greater than 0.65 to 1.00 as of the last day of each fiscal quarter.

ARTICLE VI EVENTS OF DEFAULT

SECTION 6.01. Events of Default.

If any of the following events (“Events of Default”) shall occur and be continuing:

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(a)The Borrower shall fail to pay any principal of any Loan when the same becomes due and payable, or shall fail to pay any interest on any Loan or make any other payment of fees or other amounts payable under this Agreement within five days after the same becomes due and payable, or shall fail to provide Cash Collateral in accordance with Section 2.21(a)(v), 2.22 or

6.02 within five days after the same is required to be provided; or

(b)Any representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect in any material respect when made; or

(c)(i) The Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 5.01(b), 5.01(j), 5.02 or 5.03, or (ii) the Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Loan Document if such failure shall remain unremedied for 30 days after written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or

(d)The Borrower or any Material Subsidiary shall fail to pay any principal of or premium or interest on any Debt (other than Debt under this Agreement) that is outstanding in a principal amount in excess of (i)$75,000,000 in the aggregate prior to the SPPC Merger Modification Effective Date, and (ii) $100,000,000 in the aggregate on and following the SPPC Merger Modification Effective Date,when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), prior to the stated maturity thereof; or

(e)Any judgment or order for the payment of money in excess of (i)$75,000,000 prior to the SPPC Merger Modification Effective Date, and (ii) $100,000,000 on and following the SPPC Merger Modification Effective Date, to the extent not paid or insured shall be rendered against the Borrower or any Material Subsidiary and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(f)The Borrower or any Material Subsidiary shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any Material Subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such

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proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any Material Subsidiary shall take any corporate action to authorize any of the actions set forth above in this subsection (f); or

(g)An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, has resulted in, or is reasonably likely to result in, a Material Adverse Effect; or

(h)(i) Berkshire Hathaway shall fail to own, directly or indirectly, at least 50% of the issued and outstanding shares of common stock of the Borrower, calculated on a fully diluted basis or (ii) Berkshire Hathaway Energy Company shall fail to own, directly or indirectly, at least 80% of the issued and outstanding shares of common stock of the Borrower, calculated on a fully diluted basis (each, a “Change of Control”); provided that, in each case of the foregoing clauses (i) and (ii), such failure shall not constitute an Event of Default unless and until a Rating Decline has occurred; or

(i)At any time prior to the Collateral Release, any of the Loan Documents shall cease for any reason to be in full force and effect or any material provision of the General and Refunding Mortgage Indenture (or any security documents executed in connection therewith) shall cease for any reason to be in full force and effect, or the Borrower or any Affiliate of the Borrower shall so assert; or any Lien created by any of the Loan Documents or the General and Refunding Mortgage Indenture (or any security documents executed in connection therewith) shall cease to be enforceable and of the same effect and priority purported to be created thereby with respect to any material portion of the collateral; or

(j)At any time prior to the Collateral Release, any “Event of Default” under (and as defined in) the General and Refunding Mortgage Indenture shall occur;

then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation of each Lender and each LC Issuing Bank to make Extensions of Credit to be terminated, whereupon the same shall forthwith terminate; (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the outstanding Borrowings, all interest thereon and all other Obligations (other than Hedging Obligations and Treasury Management Obligations) to be forthwith due and payable, whereupon the outstanding Borrowings, all such interest and all such other Obligations shall become and be forthwith due and payable by the Borrower, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) shall at the request, or may with the consent, of the Required Lenders by notice to the Borrower, give notice of the occurrence of an Event of Default to the Bond Trustee for each series of Bonds supported by a Bond Letter of Credit issued for the account of the Borrower and instruct such Bond Trustee either to accelerate such Bonds, thereby causing such Bond Letter of Credit to expire thereafter, per the terms of such Bond Letter of Credit, or to effect a mandatory tender of such Bonds; (iv) shall at the request, or may with the consent, of the Required Lenders by notice to the Borrower, pursue any rights and remedies on behalf of the Lenders and the applicable LC Issuing Bank that the Administrative Agent may

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have under the Related Documents executed and delivered in connection with any Bond Letter of Credit; and (v) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, exercise on behalf of the Lenders all of its other rights and remedies under this Agreement, the General and Refunding Mortgage Bonds, the General and Refunding Mortgage Indenture, the other Loan Documents and Applicable Law, in order to satisfy all of the Obligations; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States of America,

(A)the obligation of each Lender and each LC Issuing Bank to make Extensions of Credit shall automatically be terminated and (B) the outstanding Borrowings, all such interest and all such other Obligations (other than Hedging Obligations and Treasury Management Obligations) shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

In addition, if an “Event of Default” (or any other similar term) under and as defined in any Bond Indenture executed and delivered in connection with any Bond Letter of Credit (a “Bond Event of Default”) shall have occurred and be continuing, such circumstance shall constitute an Event of Default hereunder solely for the purpose of permitting the exercise of the remedies described in clauses (iii) and (iv) of the immediately preceding paragraph with respect to the Bonds for which such Bond Event of Default exists and the related Bond Letter of Credit and not for any other purpose under this Agreement. For the avoidance of doubt, a Bond Event of Default shall not give the Administrative Agent the right to exercise any other remedy described in the immediately preceding paragraph, unless such Bond Event of Default, or the facts and circumstances underlying such Bond Event of Default, gives rise to another Event of Default otherwise described in Section 6.01.

SECTION 6.02. Actions in Respect of the Letters of Credit upon Default.

If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01, then the Administrative Agent may, or shall at the request of the Required Lenders, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit in an account designated in such demand (the “LC Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date. If at any time the Administrative Agent determines that any funds held in the LC Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral Account, an amount equal to the excess of (i) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date over (ii) the total amount of funds, if any, then held in the LC Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any

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Letter of Credit for which funds are on deposit in the LC Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank to the extent permitted by Applicable Law.

ARTICLE VII

THE ADMINISTRATIVE AGENT

SECTION 7.01. Appointment and Authority.

Each Lender and each LC Issuing Bank hereby irrevocably appoints Wells Fargo Bank to act on its behalf as the Administrative Agent hereunder, under the other Loan Documents and the Related Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each Lender and each LC Issuing Bank hereby authorizes the Administrative Agent to vote the General and Refunding Mortgage Bonds, or consent with respect thereto, at any meeting (or where the vote or consent of the bondholders is requested without a meeting) of the bondholders under the General and Refunding Mortgage Indenture. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the LC Issuing Banks, and the Borrower shall not have rights as a third-party beneficiary of any of such provisions.    It is understood and agreed that the use of the term “agent” herein, in any other Loan Document or any Related Document (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

SECTION 7.02. Rights as a Lender.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

SECTION 7.03. Exculpatory Provisions.

(a)The Administrative Agent shall not have any duties or obligations except those expressly set forth herein, in the other Loan Documents and in the Related Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

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(i)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby, by the other Loan Documents or by the Related Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein, in the other Loan Documents or in the Related Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document, any Related Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(iii)shall not, except as expressly set forth herein, in the other Loan Documents or in the Related Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

(b)The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 6.01, 6.02 and 8.01), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by the Borrower, a Lender or an LC Issuing Bank.

(c)The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, any other Loan Document or any Related Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document, any Related Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

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SECTION 7.04. Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of any Lender or an LC Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or such LC Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or such LC Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 7.05. Resignation of Administrative Agent.

(a)The Administrative Agent may at any time give notice of its resignation to the Lenders, the LC Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be (i) a commercial bank with an office in the United States having a combined capital and surplus of at least $500,000,000, or an Affiliate of any such bank with an office in the United States and (ii) subject to the approval of the Borrower so long as no Default shall have occurred and be continuing (such approval not to be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the LC Issuing Banks, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b)If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor, which shall be (i) a commercial bank with an office in the United States having a combined capital and surplus of at least $500,000,000, or an Affiliate of any such bank with an office in the United States and (ii) subject to the approval of the Borrower so long as no Default shall have occurred and be continuing (such approval not to be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such

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appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c)With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each LC Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder, under the other Loan Documents or under the Related Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder, under the other Loan Documents and under the Related Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

(d)Notwithstanding anything in this Section 7.05 to the contrary, the retiring or removed Administrative Agent shall continue to hold any collateral (including cash collateral and collateral held under any Pledge Agreement) as bailee for the benefit of the LC Issuing Banks and the Lenders until a successor Administrative Agent has been appointed in accordance with this Section 7.05.

SECTION 7.06. Non-Reliance on Administrative Agent and Other Lenders.

Each Lender and LC Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and LC Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any Related Document or any related agreement or any document furnished hereunder or thereunder.

SECTION 7.07. Indemnification.

Each Lender severally agrees to indemnify the Administrative Agent (to the extent not promptly reimbursed by the Borrower and without limiting its obligation to do so) from and

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against such Lender’s Commitment Percentage of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement, any other Loan Document or any Related Document or any action taken or omitted by the Administrative Agent under this Agreement, any other Loan Document or any Related Document; provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct, as proven in a court of competent jurisdiction by final and nonappealable judgment. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its Commitment Percentage of any costs and expenses (including, without limitation, fees and reasonable expenses of counsel) payable by the Borrower under Section 8.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower (and without limiting its obligation to do so) after request therefor. The failure of any Lender to reimburse the Administrative Agent promptly upon demand for its Commitment Percentage of any amount required to be paid by the Lender to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its Commitment Percentage of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s Commitment Percentage of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 7.07 shall survive the payment in full of the Obligations.

SECTION 7.08. No Other Duties, etc.

Anything herein to the contrary notwithstanding, none of the Joint Lead Arrangers, the “Joint Bookrunners”, the “Syndication Agents” or the “Documentation Agents” listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement, any other Loan Document or any Related Document, except in its capacity, as applicable, as the Administrative Agent, a Lender or an LC Issuing Bank hereunder or thereunder.

SECTION 7.09. Collateral Release Matters.

(a)Notwithstanding any provision herein to the contrary, after the occurrence of the Collateral Release Trigger, the Borrower may, by written notice to the Administrative Agent, elect to release the General and Refunding Mortgage Bonds, and the Administrative Agent will take any action reasonably requested by the Borrower to effect such release (the “Collateral Release”).

(b)Each Lender and each LC Issuing Bank irrevocably authorizes the Administrative Agent, at its option and in its discretion, to release any Lien on any collateral granted to or held by the Administrative Agent under any Loan Document or to release the General and Refunding Mortgage Bonds (i) with notice to the Lenders, as permitted pursuant to Section 7.09(a), (ii) upon termination of the Commitments and payment in full of all Obligations under the Loan Documents (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) Obligations under Hedge Agreements and Treasury Management Agreements

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either (x) as to which arrangements satisfactory to the applicable parties to such agreements shall have been made or (y) notice has not been received by the Administrative Agent from such parties that amounts are due and payable under such Hedge Agreement or Treasury Management Agreement, as the case may be) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable LC Issuing Bank in their sole discretion shall have been made) or (iii) if approved, authorized or ratified in writing in accordance with Section 8.01.

(c)In each case as specified in clauses (i) through (iii) of Section 7.09(b), the Administrative Agent will take any action reasonably requested by the Borrower to effect such release in accordance with the terms of the Loan Documents and this Section.

(d)Upon request by the Administrative Agent at any time, each Lender will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property pursuant to this Section.

SECTION 7.10. Erroneous Payments.

(a)If the Administrative Agent notifies a Lender, LC Issuing Bank or Credit Party, or any Person who has received funds on behalf of a Lender, LC Issuing Bank or Credit Party such Lender or LC Issuing Bank (any such Lender, LC Issuing Bank, Credit Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, LC Issuing Bank, Credit Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, LC Issuing Bank or Credit Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b)Without limiting immediately preceding clause (a), each Lender, LC Issuing Bank or Credit Party, or any Person who has received funds on behalf of a Lender, LC Issuing Bank or Credit Party such Lender or LC Issuing Bank, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of

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principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, LC Issuing Bank or Credit Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(c)(A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(d)such Lender, LC Issuing Bank or Credit Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 7.10(b).

(e)Each Lender, LC Issuing Bank or Credit Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender, LC Issuing Bank or Credit Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender, LC Issuing Bank or Credit Party from any source, against any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(f)In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender or LC Issuing Bank that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or Issuing Lender at any time, (i) such Lender or LC Issuing Bank shall be deemed to have assigned its Loans (but not its Commitments) of the relevant class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or LC Issuing Bank shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency

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Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender or LC Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning LC Issuing Bank shall cease to be a Lender or LC Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning LC Issuing Bank and

(iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or LC Issuing Bank shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender or LC Issuing Bank (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or LC Issuing Bank and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender, LC Issuing Bank or Credit Party under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

(g)The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party for the purpose of making a payment or prepayment of the Obligations.

(h)To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine

(i)Each party’s obligations, agreements and waivers under this Section 7.10 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or LC Issuing Bank, the termination of the Commitments and/or the repayment, satisfaction or discharge of all obligations (or any portion thereof) under any Loan Document.

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ARTICLE VIII

MISCELLANEOUS

SECTION 8.01. Amendments, Etc.

Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders, (vii) take any action that would result in the General and Refunding Mortgage Bonds no longer being secured equally and ratably with all other Securities (as defined in the General and Refunding Mortgage Indenture) issued and outstanding under the General and Refunding Mortgage Indenture or no longer being secured by direct and valid, duly perfected Liens on and security interests in the Mortgaged Property, subject only to Permitted Liens (as defined in the General and Refunding Mortgage Indenture), (viii) release the General and Refunding Mortgage Bonds, except pursuant to the terms thereof or in accordance with Section 7.09 hereof, or, prior to the Collateral Release, change any provision of the General and Refunding Mortgage Bonds providing for the release of the General and Refunding Mortgage Bonds; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section

2.21. Prior to the Collateral Release, the Administrative Agent, as holder of the General and Refunding Mortgage Bonds, will not consent to any amendment or other modification of the General and Refunding Mortgage Indenture that requires the consent of holders of all securities issued thereunder, without the consent of each Lender. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC

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Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.

SECTION 8.02. Notices, Etc.

(a)Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:

(i)if to the Borrower, to it at 6226 West Sahara Avenue, Las Vegas, Nevada 89146, Attention:Michael Cole, Vice President, Chief Financial Officer andAdrian Cacuci,Treasurer (Facsimile No.: N/A; Telephone No.702-402-5622702-402-5871; Email:Michael.ColeAdrian.Cacuci@nvenergy.com);

(ii)if to the Administrative Agent, to Wells Fargo Bank, National Association at 90 S. 7th Street, MAC: N9305-156, Minneapolis, MN 55402, Attention: Greg Gredvig (Facsimile No.(612) 316-0506N/A; Telephone No. (612) 667-4832; Email: gregory.r.gredvig@wellsfargo.com);

(iii)if to any LC Issuing Bank identified on Schedule II(A) or Schedule II(B) hereto, at the address specified opposite its name on Schedule II(A) or Schedule II(B) hereto, as applicable, and if to any other LC Issuing Bank, at such address as shall be designated by such LC Issuing Bank in a written notice to the Administrative Agent and the Borrower;

(iv)if to any Lender, at its Lending Office specified opposite its name on Schedule I(A) or Schedule I(B) hereto, and if to any other Lender not listed on either such Schedule, at its Lending Office specified in the Assignment and Assumption pursuant to which it became a Lender.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications, to the extent provided in subsection (b) below, shall be effective as provided in said subsection (b).

(b)Electronic Communications. Notices and other communications to the Lenders and the LC Issuing Banks hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or any LC Issuing Bank pursuant to Section 2.02 or 2.04 if such Lender or such Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under

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such Section by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c)Change of Address, etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(d)Platform.

(i)The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available to the LC Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the “Platform”).

(ii)The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of communications through the Platform except to the extent that such damages are found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Agent Party’s gross negligence or willful misconduct. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Administrative Agent, any Lender or any LC Issuing Bank by means of electronic communications pursuant to this Section, including through the Platform.

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SECTION 8.03. No Waiver; Remedies.

No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 8.04. Costs and Expenses; Indemnification.

(a)The Borrower agrees to pay promptly upon demand (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses, (B) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement and (C) all out-of-pocket fees and expenses of the Administrative Agent and its Affiliates in connection with any action taken to effect the Collateral Release, and (ii) all reasonable out of pocket expenses incurred by any LC Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Borrower further agrees to pay promptly upon demand all reasonable costs and expenses of the Administrative Agent, the Lenders and the LC Issuing Banks, if any, (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, including, without limitation, reasonable fees and expenses of one outside counsel for the Administrative Agent, the Lenders and the LC Issuing Banks taken as a whole in connection with the enforcement of rights under this Section 8.04(a) (and, with respect to matters referred to in clause (A) of this sentence only, separate counsel for the Administrative Agent, any Lender and any LC Issuing Banks to the extent needed to avoid an actual or potential conflict of interest).

(b)The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Joint Lead Arrangers and each LC Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit, and shall reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party (but if not a party

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thereto, then only with respect to such proceedings where such Indemnified Party (i) is subject to legal process or other compulsion of law, (ii) believes in good faith that it will be so subject, or

(i)believes in good faith that it is necessary or appropriate for it to resist any legal process or other compulsion of law which is purported to be asserted against it) and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. This Section 8.04(b) shall not apply with respect to Taxes that are Indemnified Taxes, Excluded Taxes or Taxes that are covered by Section 2.15(a)(ii).

(c)If any payment of principal of, or Conversion of, any SOFR Rate Revolving Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Revolving Loan, as a result of a payment or Conversion pursuant to Section 2.06(c), 2.07(c), 2.09, 2.12(b), 2.13, 2.14, 2.15 or 2.16, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01, assignment to another Lender upon demand of the Borrower pursuant to Section 2.20(b) or for any other reason (in the case of any such payment or Conversion), the Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Loan.

(d)Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.15, 2.16, 2.19 and 8.04 shall survive the payment in full of the Obligations.

(e)The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage,

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liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence or willful misconduct.

(f)In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, the Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

SECTION 8.05. Right of Set-off.

Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 8.06. Binding Effect.

This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent and when the Administrative Agent shall have been notified by each Initial Lender that such Initial Lender has executed it and thereafter shall be

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binding upon and inure to the benefit of the Borrower, the Administrative Agent, each Lender and each LC Issuing Bank (upon its appointment pursuant to Section 2.04) and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of all of the Lenders.

SECTION 8.07. Assignments and Participations.

(a)Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, each Lender and each LC Issuing Bank, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the LC Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)Minimum Amounts.

(A)in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in subsection (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, so long as no Default has

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occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii)Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned.

(iii)Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A)the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender or an Affiliate of a Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received written notice thereof;

(B)the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment or an Affiliate of such Lender; and

(C)the consent of each LC Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.

(iv)Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v)No Assignment to Certain Persons. No such assignment shall be made to

(A) the Borrower or any of the Borrower’s Affiliates (except for any Affiliate of Berkshire Hathaway not controlled directly or indirectly by the Borrower that is a commercial lender acquiring rights and obligations under this Agreement in the ordinary course of its business) or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

(vi)No Assignment to Natural Persons. No such assignment shall be made to a natural Person.

(vii)Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the

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parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may    be    outright    payment,    purchases    by    the    assignee    of    participations    or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each LC Issuing Bank and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this subsection, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection

(c)of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c)Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments and Termination Date of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower, any LC Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

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(d)Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates (except for any Affiliate of Berkshire Hathaway not controlled directly or indirectly by the Borrower that is a commercial lender acquiring participations under this Agreement in the ordinary course of its business) or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Administrative Agent, the LC Issuing Banks and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 7.07 with respect to any payments made by such Lender to its Participant(s).

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 8.01 requiring the consent of each Lender directly affected thereby that directly affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.18 and 8.04(c) (subject to the requirements and limitations therein, including the requirements under Section 2.18(g) (it being understood that the documentation required under Section 2.18(g) shall be delivered to the participating Lender or the applicable Withholding Agent to the extent required by Applicable Law)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant

(A) agrees to be subject to the provisions of Section 2.20 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15 or 2.18, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.20(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.05 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.19 as though it were a Lender.    Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States

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Treasury Regulations or to comply with other requirements under applicable tax law. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central banking authority; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 8.08. Confidentiality.

Neither the Administrative Agent nor any Lender shall disclose any Confidential Information to any other Person without the consent of the Borrower, other than (i) to the Administrative Agent’s or such Lender’s Affiliates and their officers, directors, employees, agents and advisors, to the Administrative Agent or a Lender and, as contemplated by Section 8.07, to actual or prospective assignees and participants, and then only on a confidential basis,

(ii) as required by any law, rule or regulation or judicial process, (iii) to any rating agency when required by it, provided, that, prior to any such disclosure, such rating agency, commercial paper dealer or provider shall undertake to preserve the confidentiality of any Confidential Information received by it from such Lender, (iv) as requested or required by any state, federal or foreign authority or examiner regulating banks, banking or other financial institutions, (v) to any direct, indirect, actual or prospective counterparty (and its advisor) to any swap, derivative or securitization transaction related to the obligations under this Agreement on a confidential basis,

(vi)to any credit insurance provider relating to the Borrower and its obligations on a confidential basis and (vii) pursuant to a request or requirement from a regulatory authority (governmental or non-governmental self-regulatory authority) having jurisdiction over a Lender; provided that unless prohibited by Applicable Law, each Lender and the Administrative Agent agree, prior to disclosure thereof, to notify the Borrower of any request for disclosure of any such Confidential Information (x) by any Governmental Authority or representative thereof (other than any such request in connection with an examination of such Lender or the Administrative Agent by such Governmental Authority) or (y) pursuant to legal process.

SECTION 8.09. Governing Law.

EACH LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

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SECTION 8.10. Severability.

In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired hereby.

SECTION 8.11. Execution in Counterparts.

This Agreement may be executed in any number of counterparts and by different 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. Delivery of an executed counterpart of a signature page to this Agreement by telecopier or other electronic transmission (including by e-mail with a PDF attachment of an executed counterpart) shall be effective as delivery of an original executed counterpart of this Agreement.

SECTION 8.12. Jurisdiction, Etc.

(a)Each party hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, any LC Issuing Bank, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in the Borough of Manhattan in New York City, and of the United States District Court of the Southern District of New York sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each party hereto agrees that a final judgment in any such action, litigation 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.

(b)The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c)Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 8.02. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

SECTION 8.13. Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL

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BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) OR THE ACTIONS OF THE ADMINISTRATIVE AGENT, ANY LC ISSUING BANK, THE BORROWER OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. TO THE EXTENT THEY MAY LEGALLY DO SO, BORROWER, THE ADMINISTRATIVE AGENT, THE LC ISSUING BANKS AND THE LENDERS HEREBY AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTY OR PARTIES HERETO TO WAIVER OF ITS OR THEIR RIGHT TO TRIAL BY JURY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 8.14. USA Patriot Act.

Each Lender that is subject to the Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law as of October 26, 2001)) (as amended, restated, modified or otherwise supplemented from time to time, the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Patriot Act. The Borrower shall, and shall cause each of its Subsidiaries to, provide to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act, including, without limitation, the Beneficial Ownership Regulation for the Borrower to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.

SECTION 8.15. No Fiduciary Duty.

The Credit Parties and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Documents or the Related Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents and the

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Related Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters), and (y) each Lender Party is acting solely as principal hereunder and under the other Loan Documents and the Related Documents and not as the agent or fiduciary of the Borrower, its management, securities holders or creditors. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with the transactions contemplated by the Loan Documents or the Related Documents or the process leading thereto.

SECTION 8.16. Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)the effects of any Bail-In Action on any such liability, including, if

applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other

instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

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SECTION 8.17. No Novation; Reaffirmation.

The Borrower agrees that this Agreement amends and restates and is substituted for (and is not executed in novation of) the Existing Credit Agreement and that the outstanding obligations of the Borrower under the Existing Credit Agreement (as well as any new obligations incurred on the Closing Date) are now evidenced by this Agreement. All “Loans” and “Borrowings” made and other obligations incurred under (and as defined in) the Existing Credit Agreement which remain outstanding on the Closing Date shall continue as Loans, Borrowings and other obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents and the Borrower hereby reaffirms all such obligations after giving effect to the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.

SECTION 8.18. Certain ERISA Matters.

(a)Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true:

(i)such Lender is not using “plan assets” (within the meaning of 29 CFR

§2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement,

(ii)the transaction exemption set forth in one or more PTEs, such as PTE84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection

(a)of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

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(iv)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b)In addition, unless either (1) sub-clause (i) in the immediately preceding clause

(a)is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

SECTION 8.19. Acknowledgement Regarding Any Supported QFCs.

To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York or of the United States or any other state of the United States):

(a)In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States.

(b)As used in this Section 8.19, the following terms have the following meanings:

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“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following:

(i)a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

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ANNEX B

Schedule I(A) to Credit Agreement

See attached.

SCHEDULE I(A)

LIST OF COMMITMENT AMOUNTS AND LENDING OFFICES NEVADA POWER COMPANY

U.S. $600,000,000 Fifth Amended and Restated Credit Agreement

Name of Bank	Commitment Amount	Lending Office
Wells Fargo Bank, National Association	$36,445,112.30	90 S. 7th Street MAC: N9305-156 Minneapolis, MN 55402 Contact: Greg Gredvig Phone: (612) 667-4832 Fax : (612) 316-0506 Email: gregory.r.gredvig@wellsfargo.com Group Email: RKELCLNSVPayments@wellsfargo.com
JPMorgan Chase Bank, N.A.	$36,445,112.29	8181 Communications Pkwy Plano, TX 75024 Contact: Vithal Giri Phone: +91-80-6790-5186 Group Email: na_cpg@jpmorgan.com
Mizuho Bank, Ltd.	$36,445,112.29	1271 Avenue of the Americas New York, New York 10020 Contact: Andrew Taylor Phone: (212) 282-4114 Email: andrew.taylor@mizuhogroup.com
MUFG Bank, Ltd.	$36,445,112.30	1251 Avenue of the Americas New York, NY 10020-1104 Contact: Brian Williams Phone: (713) 655-3840 Email: brwilliams@us.mufg.jp Group Email: irisuscb@us.mufg.jp

Name of Bank	Commitment Amount	Lending Office
Barclays Bank PLC	$36,445,112.30	745 Seventh Avenue New York, New York 10019 Contact: Manoj Jain Phone: (201) 499-2063 Email: manoj.jain@barclays.com
Citibank, N.A.	$36,445,112.30	399 Park Avenue, 16th Floor 5 New York, New York 10043 Contact: Loan Administration Phone: (302) 894-6052 Fax: (212) 994-0847 Email: GLOriginationOps@citi.com
Sumitomo Mitsui Banking Corporation	$36,445,112.30	277 Park Avenue New York, New York 10172 Contact: Emily Estevez Phone: (212) 224-4177 Fax : (212) 224-4384 Email: eestevez@smbclf.com
U.S. Bank National Association	$36,445,112.30	209 S. LaSalle St. Chicago, IL 60604 Contact: John M. Eyerman Phone: (312) 325-2032 Email: john.eyerman@usbank.com Group Email: CLSSyndicationServicesTeam@usbank.com
Bank of America, N.A.	$36,445,112.30	One Bryant Park New York, NY 10036 Contact: Michael Moulton Phone: (646) 855-5783 Email: michael.moulton@bofa.com Group Email: Bank_of_America_As_Lender_3@baml.com

Name of Bank	Commitment Amount	Lending Office
Bank of Montreal	$26,000,000.00	115 S. LaSalle St., 17th Floor West Chicago, IL 60603 Contact: Michael Cummings Phone: (929) 837-9074 Email: michael.cummings@bmo.com
PNC Bank, National Association	$36,445,112.30	249 Fifth Avenue One PNC Plaza Pittsburgh, Pennsylvania 15222 Contact: Janet Gordon Phone: (440) 546-6564 Fax: (877) 717-5502 Email: janet.gordon@pnc.com Group Email: ParticipationCloserRequests@pnc.com
Royal Bank of Canada	$26,000,000.00	Three World Financial Center 200 Vesey Street, 5th Floor New York, NY 10281 Contact: Global Loans Administration Phone: (212) 428-2372 Fax: (212) 428-2372 Email: RBCNewYorkGLA3@rbc.com
TD Bank, N.A.	$26,000,000.00	1 Vanderbilt Avenue, 12th Floor New York, NY 10017 Contact: Paul Yoon Email: paul.yoon@tdsecurities.com Group Email: TDBNANotices@tdsecurities.com

Name of Bank	Commitment Amount	Lending Office
The Bank of Nova Scotia	$26,000,000.00	720 King Street W-2nd floor, Toronto, Ontario, Canada M5V 2T3 Primary Contact: Priyanka Rao Secondary Contact: Jamie Breese Phone: (212) 225-5705 Fax: (212) 225-5709 Email: GWSUSCorp_LoanOps@scotiabank.com
Canadian Imperial Bank of Commerce, New York Branch	$26,000,000.00	595 Bay Street, 5th Floor Toronto, ON M5G 2C2 Contact: Angela Tom Phone: (416) 542-4446 Fax: (905) 948-1934
CoBank, ACB	$19,500,000.00	6340 S. Fiddlers Green Circle Greenwood Village, CO 80111 Contact: Credit Information Services Fax : (303) 224-6101 Email: CIServices@cobank.com
KeyBank National Association	$13,173,877.02	4900 Tiedeman Road Brooklyn, OH 44144 Contact: KAS Servicing Phone: (216) 813-5647 Fax : (216) 370-5997 (Note: All notices must be faxed) Email: kas_servicing@keybank.com Group Email: kas_servicing@keybank.com
National Australia Bank Limited	$19,500,000.00	245 Park Ave. 28th Floor New York, NY 10167 Contact: Eli Davis Phone: (212) 916-9550 Email: eli.davis@nabny.com

Name of Bank	Commitment Amount	Lending Office
The Bank of New York Mellon	$19,500,000.00	6023 Airport Road Oriskany, NY 13424 Contact: CBLA Phone: None Fax: (315) 765-4822 Email: CBLA2@bnymellon.com
Truist Bank	$26,000,000.00	303 Peachtree St, NE Atlanta, GA 30308 Contact: Lauren Gallagher Phone: (404) 926-5674 Email: dl.cib.cross.booking@truist.com
The Northern Trust Company	$7,875,000.00	50 S. LaSalle Street Chicago, Illinois 60603 Contact: Lisa DeCristofaro Phone: (312) 444-2336 Email: lm79@ntrs.com
TOTAL	$600,000,000

Schedule II(A) to Credit Agreement

See attached.

SCHEDULE II(A)

LIST OF FRONTING COMMITMENTS NEVADA POWER COMPANY

U.S. $600,000,000 Fifth Amended and Restated Credit Agreement

LC Issuing Bank	LC Issuing Bank Address	Fronting Commitment
PNC Bank, National Association	249 Fifth Avenue One PNC Plaza Pittsburgh, Pennsylvania 15222	$50,000,000
	Contact: Janet Gordon Phone: (440) 546-6564 Fax: (877) 717-5502 Email: janet.gordon@pnc.com Group Email: ParticipationCloserRequests@pnc.com

EX-10.8

EXHIBIT 10.8

Execution Version

FIRST AMENDMENT TO

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 30, 2023, is by and among SIERRA PACIFIC POWER COMPANY, a Nevada corporation (the “Borrower”), the banks, financial institutions and other institutional lenders listed on the signature pages hereto (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and the LC Issuing Banks. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

W I T N E S S E T H

WHEREAS, the Borrower, the banks, financial institutions and other institutional lenders party thereto, and the Administrative Agent are parties to that certain Fifth Amended and Restated Credit Agreement dated as of June 30, 2022 (as may be amended, amended and restated, modified, extended, restated, replaced, or otherwise supplemented from time to time, the “Existing Credit Agreement”; and, as amended by this Amendment, the “CreditAgreement”);

WHEREAS, the Borrower has requested that the Lenders amend certain provisions of the Existing Credit Agreement; and

WHEREAS, the Lenders are willing to make such amendments to the Existing Credit Agreement, in accordance with and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I AMENDMENTS TO CREDIT AGREEMENT

1.1Amendments to Existing Credit Agreement. The Existing Credit Agreement is hereby amended to delete the red stricken text (indicated textually in the same manner as the following example:stricken text), add the blue double-underlined text (indicated textually in the same manner as the following example:double-underlined text) and move the green stricken text (indicated textually in the same manner as the following example:stricken text) to where the green underlined text is located (indicated textually in the same manner as the following example:underlined text), as set forth in the conformed copy of the Credit Agreement attached as Annex A hereto.

59171808

1.2Amendments to Schedule I and Schedule II to Existing Credit Agreement. Each of Schedule I and Schedule II to the Existing Credit Agreement is hereby amended and restated as set forth on Annex B hereto. No other Schedules or Exhibits to the Existing Credit Agreement shall be modified or otherwise affected.

ARTICLE II CONDITIONS TO EFFECTIVENESS

2.1Closing Conditions. This Amendment shall become effective as of the day and year set forth above (the “Amendment Effective Date”) upon satisfaction (or waiver) of the following conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent):

(a)The Administrative Agent shall have received a copy of this Amendment duly executed by the Borrower, the Lenders and the Administrative Agent.

(b)The Administrative Agent shall have received promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d) of the Credit Agreement, duly executed by the Borrower.

(c)The Administrative Agent shall have received a certificate from the Secretary of State of Nevada (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.

(d)The Administrative Agent shall have received certified copies of the resolutions of the board of directors of the Borrower approving this Amendment and of all documents evidencing other necessary corporate action and Governmental Approvals required for the execution, delivery and performance by the Borrower of this Amendment.

(e)The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Amendment, and

(B)that attached thereto are true and correct copies of the bylaws of the Borrower as in effect on such date.

(f)The Administrative Agent shall have received a favorable opinion of in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.

(g)The Administrative Agent shall have received a favorable opinion of New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.

(h)The Administrative Agent shall have received an Officer’s Certificate pursuant to the authority granted in the Board Resolutions of the Borrower dated as of June 30, 2021, the General and Refunding Mortgage Indenture and the General and

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Refunding Mortgage Bond, certifying that (A) the Termination Date was extended to June 30, 2026 pursuant to and in accordance with the terms of this Agreement, including any requirements for approval by the lenders under this Agreement, (B) to such Authorized Officer’s knowledge, no Event of Default has occurred and is continuing or would result from the amendment and restatement of the Existing Credit Agreement, and

(C)such Authorized Officer has read all of the covenants and conditions contained in the Indenture, and the definitions in the General and Refunding Mortgage Indenture relating thereto, relating to the issuance of the General and Refunding Mortgage Bond and in respect of compliance with which such Officer’s Certificate is made.

(i)On such date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated such date, stating that:

(i)the representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and

(ii)no event has occurred and is continuing that constitutes a Default.

(j)The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, the Joint Lead Arrangers and the Lenders payable on the date hereof (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable).

(k)The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders reasonably in advance of the date hereof.

(l)The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuing Bank shall have reasonably requested through the Administrative Agent reasonably in advance of the date hereof.

ARTICLE III

MISCELLANEOUS

3.1Amended Terms. On and after the Amendment Effective Date, all references to the “Credit Agreement” in each of the Loan Documents shall hereafter mean the Credit Agreement.

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3.2Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:

(a)The execution, delivery and performance by the Borrower of this Amendment, and the consummation of the transactions contemplated hereby, are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate action. This Amendment has been duly executed and delivered by the Borrower.

(b)No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of this Amendment.

(c)The execution, delivery and performance by the Borrower of this Amendment will not (i) violate (A) the articles of incorporation or bylaws (or comparable documents) of the Borrower or any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound or (iii) result in the creation or imposition of any Lien on the property of the Borrower or any of its Material Subsidiaries other than Permitted Liens and Liens required under the Credit Agreement, except to the extent such conflict, breach or default referred to in the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(d)The representations and warranties, as to the Borrower, set forth in Section

4.01 of the Credit Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are specifically qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date).

(e)After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default.

3.3Loan Document. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement.

3.4Expenses. Without duplication to the costs and expenses set forth in Section 2.1(j) hereof, the Borrower agree to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Administrative Agent’s legal counsel.

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3.5Further Assurances. The Borrower agrees to promptly take such action, upon the reasonable request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.

3.6Entirety. This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

3.7Counterparts; Electronic Execution. This Amendment may be executed in any number of counterparts and by different 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. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic transmission (including by e-mail with a PDF attachment of an executed counterpart) shall be effective as delivery of an original executed counterpart of this Amendment.

3.8No Actions, Claims, Etc. As of the date hereof, the Borrower hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.

3.9GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

3.10Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

3.11Jurisdiction, Etc.; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Section 8.12 and 8.13 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written.

SIERRA PACIFIC POWER COMPANY,

as the Borrower

By: /s/ Adrian Cacuci______________

Adrian Cacuci

Treasurer

Signature Page to First Amendment to Sierra Pacific Power Company Credit Agreement

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lender

By: /s/ Gregory R. Gredvig________________

Name: Gregory R. Gredvig

Title: Director

Signature Page to First Amendment to Sierra Pacific Power Company Credit Agreement

JPMORGAN CHASE BANK, N.A., as Lender

By: /s/ Nancy R. Barwig________________

Name: Nancy R. Barwig

Title: Executive Director

Signature Page to First Amendment to Sierra Pacific Power Company Credit Agreement

MIZUHO BANK, LTD., as Lender

By: /s/ Edward Sacks________________

Name: Edward Sacks

Title: Authorized Signatory

Signature Page to First Amendment to Sierra Pacific Power Company Credit Agreement

MUFG BANK, LTD., as Lender

By: /s/ Ricky Vargas________________

Name: Ricky Vargas

Title: Vice President

Signature Page to First Amendment to Sierra Pacific Power Company Credit Agreement

CITIBANK, N.A., as Lender

By: /s/ Daniel Boselli________________

Name: Daniel Boselli

Title: Vice President

Signature Page to First Amendment to Sierra Pacific Power Company Credit Agreement

U.S. BANK NATIONAL ASSOCIATION, as
Lender

By: /s/ John M. Eyerman________________

Name: John M. Eyerman

Title: Senior Vice President

Signature Page to First Amendment to Sierra Pacific Power Company Credit Agreement

BARCLAYS BANK PLC, as Lender

By: /s/ Sydney G. Dennis________________

Name: Sydney G. Dennis

Title: Director

Signature Page to First Amendment to Sierra Pacific Power Company Credit Agreement

SUMITOMO MITSUI BANKING

CORPORATION, as Lender

By: /s/ Suela Von Bergen________________

Name: Suela Von Bergen

Title: Director

Signature Page to First Amendment to Sierra Pacific Power Company Credit Agreement

BANK OF AMERICA, N.A., as Lender

By: /s/ Dee Dee Parkas________________

Name: Dee Dee Parkas

Title: Managing Director

Signature Page to First Amendment to Sierra Pacific Power Company Credit Agreement

ROYAL BANK OF CANADA, as Lender

By: /s/ Martina Wellik________________

Name: Martina Wellik

Title: Authorized Signatory

Signature Page to First Amendment to Sierra Pacific Power Company Credit Agreement

THE BANK OF NOVA SCOTIA, as Lender

By: /s/ David Dewar________________

Name: David Dewar

Title: Director

Signature Page to First Amendment to Sierra Pacific Power Company Credit Agreement

BANK OF MONTREAL, as Lender

By: /s/ Michael Cummings________________

Name: Michael Cummings

Title: Managing Director

Signature Page to First Amendment to Sierra Pacific Power Company Credit Agreement

PNC BANK, NATIONAL ASSOCIATION, as

Lender and LC Issuing Bank

By: /s/ Rachel Kozemchak________________

Name: Rachel Kozemchak

Title: Assistant Vice President

Signature Page to First Amendment to Sierra Pacific Power Company Credit Agreement

TD BANK, N.A., as Lender

By: /s/ Bernadette Collins________________

Name: Bernadette Collins

Title: Senior Vice President

Signature Page to First Amendment to Sierra Pacific Power Company Credit Agreement

COBANK, ACB, as Lender

By: /s/ Jared A. Greene________________

Name: Jared A. Greene

Title: Assistant Corporate Secretary

Signature Page to First Amendment to Sierra Pacific Power Company Credit Agreement

TRUIST BANK, as Lender

By: /s/ Catherine Strickland________________

Name: Catherine Strickland

Title: Vice President

Signature Page to First Amendment to Sierra Pacific Power Company Credit Agreement

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as Lender

By: /s/ Amit Vasani________________

Name: Amit Vasani

Title: Managing Director

Signature Page to First Amendment to Sierra Pacific Power Company Credit Agreement

KEYBANK NATIONAL ASSOCIATION, as Lender

By: /s/ Jonathan Bouvet________________

Name: Jonathan Bouvet

Title: Senior Vice President

Signature Page to First Amendment to Sierra Pacific Power Company Credit Agreement

NATIONAL AUSTRALIA BANK LIMITED, as Lender

By: /s/ Daniel Denehan________________

Name: Daniel Denehan

Title: Associate Director

Signature Page to First Amendment to Sierra Pacific Power Company Credit Agreement

THE BANK OF NEW YORK MELLON, as Lender

By: /s/ Molly H. Ross________________

Name: Molly H. Ross

Title: Vice President

Signature Page to First Amendment to Sierra Pacific Power Company Credit Agreement

THE NORTHERN TRUST COMPANY, as Lender

By: /s/ Lisa DeCristofaro________________

Name: Lisa DeCristofaro

Title: SVP

Signature Page to First Amendment to Sierra Pacific Power Company Credit Agreement

ANNEX A

Credit Agreement

See attached.

Execution VersionConformed through First Amendment dated June 30, 2023

PUBLISHED CUSIP NUMBERS:    82643DAN2

82643DAP7

U.S. $250,000,000400,000,000

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of June 30, 2022 Among

SIERRA PACIFIC POWER COMPANY

as the Borrower

THE INITIAL LENDERS NAMED HEREIN

as Initial Lenders

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Administrative Agent and

THE LC ISSUING BANKS PARTY HERETO FROM TIME TO TIME

as LC Issuing Banks

WELLS FARGO SECURITIES, LLC JPMORGANJ.P. MORGANCHASE BANK, N.A. MIZUHO BANK, LTD. MUFG UNIONBANK, N.ALTD. CITIBANK, N.A. BARCLAYS BANK PLC U.S. BANK NATIONAL ASSOCIATION BOFA SECURITIES, INC. CITIBANK, N.A. PNC CAPITAL MARKETS LLCSUMITOMO MITSUI BANKING CORPORATION U.S. BANK NATIONAL ASSOCIATION

Joint Lead Arrangers and Joint Bookrunners

JPMORGAN CHASE BANK, N.A. MIZUHO BANK, LTD. MUFG UNION BANK, N.ALTD. CITIBANK, N.A. BARCLAYS BANK PLC U.S. BANK NATIONAL ASSOCIATION SUMITOMO MITSUI BANKING CORPORATION ROYAL BANK OF CANADA BANK OF MONTREAL THE BANK OF NOVA SCOTIA TD BANK, N.A. PNC BANK, NATIONAL ASSOCIATION Documentation Agents

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BANK OF AMERICA, N.A.

Syndication Agents

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS1

SECTION 1.01. Certain Defined Terms.1 SECTION 1.02. Computation of Time Periods.31 SECTION 1.03. Accounting Terms.31 SECTION 1.04. Classification of Loans and Borrowings.32 SECTION 1.05. Other Interpretive Provisions.32 SECTION 1.06. Interest Rates; Benchmark Notification.32

ARTICLE II AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT33

SECTION 2.01. The Revolving Loans.33 SECTION 2.02. Making the Revolving Loans.33 SECTION 2.03. [Reserved]35 SECTION 2.04. Letters of Credit.35 SECTION 2.05. Fees.40

SECTION 2.06. Extension of the Termination Date.41 SECTION 2.07. Increase of the Commitments.42 SECTION 2.08. Termination or Reduction of the Commitments.44 SECTION 2.09. Repayment of Loans.44 SECTION 2.10. Evidence of Indebtedness.45 SECTION 2.11. Interest on Loans.45 SECTION 2.12. Interest Rate Determination.46 SECTION 2.13. Conversion of Revolving Loans.48 SECTION 2.14. Optional Prepayments of Loans.49 SECTION 2.15. Increased Costs.49 SECTION 2.16. Illegality.51 SECTION 2.17. Payments and Computations.51 SECTION 2.18. Taxes.53

SECTION 2.19. Sharing of Payments, Etc.57 SECTION 2.20. Mitigation Obligations; Replacement of Lenders.57 SECTION 2.21. Defaulting Lenders.58 SECTION 2.22. Cash Collateral.61

ARTICLE III CONDITIONS PRECEDENT62

SECTION 3.01. Conditions Precedent to Effectiveness.62 SECTION 3.02. Conditions Precedent to each Extension of Credit.64 SECTION 3.03. Conditions Precedent to Issuance of Each Bond Letter of Credit.64

ARTICLE IV REPRESENTATIONS AND WARRANTIES66

SECTION 4.01. Representations and Warranties of the Borrower.66

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ARTICLE V COVENANTS OF THE BORROWER70

SECTION 5.01. Affirmative Covenants.70 SECTION 5.02. Negative Covenants.73 SECTION 5.03. Financial Covenant.76

ARTICLE VI EVENTS OF DEFAULT76

SECTION 6.01. Events of Default.76 SECTION 6.02. Actions in Respect of the Letters of Credit upon Default.79

ARTICLE VII THE ADMINISTRATIVE AGENT80

SECTION 7.01. Appointment and Authority.80 SECTION 7.02. Rights as a Lender.80 SECTION 7.03. Exculpatory Provisions.80 SECTION 7.04. Reliance by Administrative Agent.81 SECTION 7.05. Resignation of Administrative Agent.82 SECTION 7.06. Non-Reliance on Administrative Agent and Other Lenders.83 SECTION 7.07. Indemnification.83 SECTION 7.08. No Other Duties, etc.84 SECTION 7.09. Collateral Release Matters.84 SECTION 7.10. Erroneous Payments.85

ARTICLE VIII MISCELLANEOUS87

SECTION 8.01. Amendments, Etc.87 SECTION 8.02. Notices, Etc.88 SECTION 8.03. No Waiver; Remedies.90 SECTION 8.04. Costs and Expenses; Indemnification.90 SECTION 8.05. Right of Set-off.92 SECTION 8.06. Binding Effect.93 SECTION 8.07. Assignments and Participations.93 SECTION 8.08. Confidentiality.98 SECTION 8.09. Governing Law.98 SECTION 8.10. Severability.98 SECTION 8.11. Execution in Counterparts.98 SECTION 8.12. Jurisdiction, Etc.99 SECTION 8.13. Waiver of Jury Trial.99 SECTION 8.14. USA Patriot Act.100 SECTION 8.15. No Fiduciary Duty.100 SECTION 8.16. Acknowledgement and Consent to Bail-In of Affected Financial

Institutions.101 SECTION 8.17. No Novation; Reaffirmation.101 SECTION 8.18. Certain ERISA Matters.101 SECTION 8.19. Acknowledgement Regarding Any Supported QFCs.103

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EXHIBITS AND SCHEDULES
EXHIBIT A	---------------	Form of Notice of Borrowing
EXHIBIT B	---------------	Form of Request for Issuance
EXHIBIT C	---------------	Form of Assignment and Assumption
EXHIBIT F-1	---------------	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT F-2	---------------	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT F-3	---------------	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT F-4	---------------	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
SCHEDULE I	---------------	List of Commitment Amounts and Lending Offices
SCHEDULE II	---------------	List of Fronting Commitments
SCHEDULE III	---------------	List of Material Subsidiaries

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FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 30,

2022 (as further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among SIERRA PACIFIC POWER COMPANY, a Nevada corporation (the “Borrower”), the banks, financial institutions and other institutional lenders listed on the signatures pages hereof (the “Initial Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo Bank”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as hereinafter defined), and the LC Issuing Banks (as hereinafter defined) party hereto from time to time.

BACKGROUND

This Agreement amends and restates in its entirety the Fourth Amended and Restated Credit Agreement, dated as of June 30, 2021, by and among the Borrower, Wells Fargo Bank, as administrative agent, and the existing lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”).

In consideration of the premises and of the mutual agreements herein contained and intending to be legally bound hereby, the parties hereto agree that the above-referenced existing credit agreement be and it hereby is amended and restated to read in full as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms.

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Adjusted Daily Simple SOFR” means an interest rate per annum equal to (a) the Daily Simple SOFR, plus (b) 0.10%; provided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted Term SOFR” means, for any Interest Period, an interest rate per annum equal to (a) Term SOFR for such Interest Period, plus (b) 0.10%; provided that if Adjusted Term SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Administrative Agent” has the meaning specified in the first paragraph of this Agreement.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

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“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, the term “control” (including the terms “controlled by” and “under common control with”) of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.

“Agent Fee Letter” means the letter agreement dated May 3, 2021 among the Borrower and the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Agent Parties” has the meaning specified in Section 8.02(d)(ii).

“Agent’s Account” means the account of the Administrative Agent designated from time to time in a written notice to the Lenders and the Borrower as the account to which the Lenders are to fund Borrowings and the Borrower is to make payments under this Agreement.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any Subsidiary of the Borrower or their respective activities from time to time concerning or relating to bribery or corruption, including, without limitation, (i) the United States Foreign Corrupt Practices Act of 1977, as amended from time to time, and the applicable regulations thereunder, and (ii) to the extent applicable, the United Kingdom’s Bribery Act 2010, as amended from time to time.

“Applicable Law” means (i) all applicable common law and principles of equity and (ii) all applicable provisions of all (A) constitutions, statutes, rules, regulations and orders of all Governmental Authorities, (B) Governmental Approvals and (C) orders, decisions, judgments and decrees of all courts (whether at law or in equity or admiralty) and arbitrators.

“Applicable Margin” means, with respect to any Base Rate Loan and any SOFR Rate Revolving Loan, at all times during which any Applicable Rating Level set forth below is in effect, the rate per annum (except as provided below) for such Loan set forth below next to such Applicable Rating Level:

Applicable Rating Level	Applicable Margin for SOFR Rate Revolving Loans	Applicable Margin for Base Rate Loans
1	0.550%	0.000%
2	0.625%	0.000%
3	0.750%	0.000%
4	0.875%	0.000%
5	1.000%	0.000%

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provided, that the Applicable Margins set forth above shall be increased, for each Applicable Rating Level, upon the occurrence and during the continuance of any Event of Default by 2.00% per annum. Any change in the Applicable Margin resulting from a change in the Applicable Rating Level shall become effective upon the date that is three(3) Business Days followingthe date of announcement of any change in the Moody’s Rating or the S&P Rating that results in such change in the Applicable Rating Level.

“Applicable Rating Level” at any time shall be determined in accordance with the then-applicable S&P Rating or the then-applicable Moody’s Rating as follows:

S&P Rating/Moody’s Rating	Applicable Rating Level
S&P Rating AA or higher or Moody’s Rating Aa2 or higher	1
S&P Rating AA- or Moody’s Rating Aa3	2
S&P Rating A+ or Moody’s Rating A1	3
S&P Rating A or Moody’s Rating A2	4
S&P Rating A- or below or Moody’s Rating A3 or below or unrated	5

The Applicable Rating Level for any day shall be determined based upon the higher of the S&P Rating and the Moody’s Rating in effect on such day. If the S&P Rating and the Moody’s Rating are not the same (i.e., a “split rating”), the higher (better) of such ratings shall control, unless the ratings differ by more than one level, in which case the rating one level below the higher of the two ratings shall control.

“Approved Fund” means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 8.07), and accepted by the Administrative Agent, in substantially the form of Exhibit C or any other form approved by the Administrative Agent.

“Available Commitments” means, on any day, the aggregate unused Commitments, computed after giving effect to all Extensions of Credit made or to be made on such day, the application of proceeds therefrom and all prepayments and repayments of Revolving Loans made on such day.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not

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including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 2.12.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets (including the Federal Deposit Insurance Corporation or any other Governmental Authority acting in a similar capacity) appointed for it, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or a direct or indirect parent company of such Person by a Governmental Authority if and for so long as such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of:

(i)the rate of interest announced by Wells Fargo Bank from time to time as Wells Fargo Bank’s prime rate;

(ii)1/2 of 1% per annum above the NYFRB Rate in effect on such date; and

(iii)Adjusted Term SOFR for a one-month Interest Period as published two

U.S. Government Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding Business Day), plus 1%

; provided, that in no event shall the Base Rate be less than 0%.

“Base Rate Loan” means a Loan that bears interest as provided in Section 2.11(a).

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“Benchmark” means, initially, with respect to any Term Benchmark Loan, Adjusted Term SOFR; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to Adjusted Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.12.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(1)Adjusted Daily Simple SOFR;

(2)the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time in the United States and (b) the related Benchmark Replacement Adjustment;

If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of

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lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means, with respect to any Benchmark, the earlier to occur of the following events with respect to such then-current Benchmark:

(1)in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2)in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

(1)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor

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administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Internal Revenue Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets of any such “employee benefit plan” or “plan”.

“Berkshire Hathaway” means Berkshire Hathaway Inc.

“Bond Event of Default” has the meaning specified in Section 6.01.

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“Bond Indenture” means, for any series of Bonds, the indenture pursuant to which such Bonds are issued and any supplement thereto relating to such Bonds.

“Bond LC Reimbursement Agreement” means, with respect to any Bond Letter of Credit, any reimbursement agreement executed and delivered in connection with such Bond Letter of Credit by the Borrower and the LC Issuing Bank issuing such Bond Letter of Credit, as the same may be amended, supplemented, restated and otherwise modified from time to time.

“Bond Letter of Credit” means any standby or direct pay letter of credit issued by an LC Issuing Bank pursuant to Section 2.04 to support certain obligations to pay the principal of, interest on and/or purchase or redemption price of Bonds.

“Bond Trustee” means, for any series of Bonds, the Person acting in the capacity of trustee for the holders of such Bonds under the Bond Indenture pursuant to which such Bonds were issued.

“Bonds” means pollution control revenue bonds or industrial development revenue bonds (or similar obligations, however designated) issued pursuant to a Bond Indenture between the Bond Trustee and the Issuer named therein.

“Borrower” has the meaning specified in the first paragraph of this Agreement.

“Borrowing” means a borrowing by the Borrower consisting of simultaneous

Revolving Loans of the same Type, having the same Interest Period and ratably made or Converted on the same day by each of the Lenders pursuant to Section 2.02 or 2.13, as the case may be. All Revolving Loans to the Borrower of the same Type, having the same Interest Period and made or Converted on the same day shall be deemed a single Borrowing hereunder until repaid or next Converted.

“Borrowing Date” means the date of any Borrowing.

“Business Day” means a day of the year on which banks are not required or authorized by law to close in New York City or Los Angeles; provided, that when used in connection with any Adjusted Term SOFR Loan, the term “Business Day” shall also exclude any day that is not also a U.S. Government Business Securities Day.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the LC Issuing Banks and the Lenders, as collateral for LC Outstandings and obligations of Lenders to fund participations in respect of LC Outstandings, cash or deposit account balances or, if the Administrative Agent and each applicable LC Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and each applicable LC Issuing Bank. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

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“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (i) the adoption of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary,

(x)the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives (whether or not having the force of law) thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives (whether or not having the force of law) promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Change of Control” has the meaning specified in Section 6.01(h). “Closing Date” means June 30, 2022.

“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

“Collateral Release” has the meaning specified in Section 7.09(a).

“Collateral Release Trigger” means the satisfaction of each of the following conditions: (i) the receipt by the Borrower of an S&P Unsecured Rating of BBB- or higher or a Moody’s Unsecured Rating of Baa3 or higher (in each case, with a stable or better outlook), (ii) no Default exists, and (iii) the Administrative Agent’s receipt of a certificate signed by a duly authorized officer of the Borrower certifying to the foregoing.

“Commitment” means, for each Lender, the obligation of such Lender to make Revolving Loans to the Borrower hereunder in an aggregate amount no greater than the amount set forth on Schedule I hereto or, if such Lender has entered into any Assignment and Assumption, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c), in each such case as such amount may be from time to time increased pursuant to Section 2.07 or reduced pursuant to Section 2.08.

“Commitment Fee Rate” means, at any time, the rate per annum set forth below next to the Applicable Rating Level in effect at such time:

Applicable Rating Level	Commitment Fee Rate
1	0.045%
2	0.050%
3	0.060%

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4	0.075%
5	0.100%

A change in the Commitment Fee Rate resulting from a change in the Applicable Rating Level shall become effective upon the date that is three (3) Business Days followingthe date of public announcement of a change in the Moody’s Rating or the S&P Rating that results in a change in the Applicable Rating Level.

“Commitment Percentage” means, as to any Lender as of any date of determination, the percentage describing such Lender’s pro rata share of the Commitments set forth initially on Schedule I hereto or in the Register from time to time; provided that in the case of Section 2.21 when a Defaulting Lender shall exist, “Commitment Percentage” means the percentage of the total Commitments (disregarding any Defaulting Lender’s Commitment) represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Commitment Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.

“Commitments” means the aggregate of each Lender’s Commitment hereunder.

“Communications” has the meaning specified in Section 8.02(d)(ii).

“Confidential Information” means information that the Borrower furnishes to the

Administrative Agent, the Joint Lead Arrangers or any Lender in a writing designated as confidential, but does not include any such information that is or becomes generally available to the public or that is or becomes available to the Administrative Agent, the Joint Lead Arrangers or such Lender from a source other than the Borrower that has no obligation to maintain the confidentiality of such information.

“Consolidated Assets” means, on any date of determination, the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries most recently delivered to the Lenders pursuant to Section 5.01(h) as of such date of determination.

“Consolidated Capital” means the sum (without duplication) of (i) Consolidated Debt of the Borrower (without giving effect to the proviso in the definition of Consolidated Debt) and (ii) consolidated equity of all classes (whether common, preferred, mandatorily convertible preferred or preference) of the Borrower.

“Consolidated Debt” of the Borrower means the total principal amount of all Debt of the Borrower and its Consolidated Subsidiaries; provided that Guaranties of Debt shall not be included in such total principal amount.

“Consolidated Subsidiary” means, with respect to any Person at any time, any Subsidiary or other Person the accounts of which would be consolidated with those of such first Person in its consolidated financial statements in accordance with GAAP.

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“Convert,” “Conversion” and “Converted” each refers to a conversion of Revolving Loans of one Type into Revolving Loans of the other Type, or the selection of a new, or the renewal of the same, Interest Period for SOFR Rate Revolving Loans, pursuant to Section 2.12 or 2.13.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Covered Party” has the meaning specified in Section 8.19(a).

“Credit Party” means the Administrative Agent, any LC Issuing Bank or any Lender.

“Custodian” means, for any series of Bonds, any Person acting as bailee and agent for the Administrative Agent (on behalf of the applicable LC Issuing Bank and the Lenders) under any Pledge Agreement relating to such Bonds.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal SOFR for the day (such day “SOFR Determination Date”) that is five (5)

U.S. Government Securities Business Day prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

“Debt” of any Person means, at any date, without duplication, (i) all indebtedness of such Person for borrowed money, (ii) all obligations of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of such Person’s business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (iv) all obligations of such Person as lessee under leases that have been, in accordance with GAAP, recorded as capital leases,

(v) all obligations of such Person in respect of reimbursement agreements with respect to acceptances, letters of credit (other than trade letters of credit) or similar extensions of credit, and (vi) all Guaranties. Solely for the purpose of calculating compliance with the covenant in Section 5.03, Debt shall not include Debt of the Borrower or its Consolidated Subsidiaries arising from the qualification of an arrangement as a lease due to that arrangement conveying the right to use or to control the use of property, plant or equipment under the application of the Financial Accounting Standards Board’s Accounting Standards Codification Topic 840 – Leases paragraph 840-10-15-6 (or the Accounting Standards Codification Topic 842 – Leases paragraphs 842-10-15-3 through 5), nor shall Debt include Debt of any variable interest entity consolidated by the Borrower under the requirements of Topic 810 – Consolidation.

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“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“Declining Lender” has the meaning specified in Section 2.06(b).

“Default” means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

“Defaulting Lender” means, subject to Section 2.21(b), any Lender that (i) has failed, within two Business Days after the date required to be funded or paid, to (A) fund all or any portion of its Loans, (B) fund any portion of its participations in Letters of Credit or (C) pay over to any Credit Party any other amount required to be paid by it under this Agreement, unless, in the case of clause (A) above, such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in writing) has not been satisfied, as notified by such Lender to the Administrative Agent and the Borrower in such writing, (ii) has notified the Borrower or any Credit Party in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and such position is based on such Lender’s good faith determination that a condition precedent (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) to funding a Loan under this Agreement cannot be satisfied), (iii) has failed, within three Business Days after written request by the Administrative Agent, any LC Issuing Bank or the Borrower, acting in good faith, to confirm in writing to such requesting party that it will comply with its obligations to fund prospective Loans and participations in then outstanding Letters of Credit under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to clause (iii) upon such requesting party’s receipt of such written confirmation in form and substance reasonably satisfactory to it and the Administrative Agent, or (iv) has become the subject of a (A) Bankruptcy Event or (B) Bail-In Action. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (i) through (iv) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.21(b)) upon delivery of written notice of such determination to the Borrower, each LC Issuing Bank and each Lender.

“Designated Lender” has the meaning specified in Section 2.07(a).

“Dollars” and the symbol “$” mean lawful currency of the United States of America.

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“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 8.07(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 8.07(b)(iii)).

“Environmental Law” means any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health, safety or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means, with respect to any Person, each trade or business (whether or not incorporated) that is considered to be a single employer with such entity within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.

“ERISA Event” means (i) any “reportable event,” as defined in Section 4043 of ERISA with respect to a Pension Plan (other than an event as to which the PBGC has waived the requirement of Section 4043(a) of ERISA that it be notified of such event);

(ii) the failure to make a required contribution to any Pension Plan that would result in the imposition of a lien or other encumbrance or the provision of security under Section 430 of the Internal Revenue Code or Section 303 or 4068 of ERISA, or there being or arising any “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Internal Revenue Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, or the filing of any request for or receipt of a minimum funding waiver under Section 412 of the Internal Revenue Code with respect to any Pension Plan or Multiemployer Plan, or a determination that any Pension Plan is, or is reasonably expected to be, in at-risk status

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under Title IV of ERISA; (iii) the filing of a notice of intent to terminate any Pension Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of ERISA of a notice of intent to terminate any Pension Plan, or the termination of any Pension Plan under Section 4041(c) of ERISA; (iv) the institution of proceedings, or the occurrence of an event or condition that would reasonably be expected to constitute grounds for the institution of proceedings by the PBGC, under Section 4042 of ERISA, for the termination of, or the appointment of a trustee to administer, any Pension Plan; (v) the complete or partial withdrawal of the Borrower or any of its ERISA Affiliates from a Multiemployer Plan, the reorganization or insolvency under Title IV of ERISA of any Multiemployer Plan, or the receipt by the Borrower or any of its ERISA Affiliates of any notice that a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA; (vi) the failure by the Borrower or any of its ERISA Affiliates to comply with ERISA or the related provisions of the Internal Revenue Code with respect to any Pension Plan; (vii) the Borrower or any of its ERISA Affiliates incurring any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); or (viii) the failure by the Borrower or any of its Subsidiaries to comply with Applicable Law with respect to any Foreign Plan.

“Erroneous Payment” has the meaning assigned to it in Section 7.10(a). “Erroneous Payment Deficiency Assignment” has the meaning assigned to it in

Section 7.10(d).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 7.10(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 7.10(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 7.10(d).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Events of Default” has the meaning specified in Section 6.01.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (A) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (B) that are Other Connection Taxes, (ii) in the case of a Lender,

U.S.withholding Taxes imposed on amounts payable to or for the account of such

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Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (A) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.20(b)) or (B) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 2.18, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (iii) Taxes attributable to such Recipient’s failure to comply with Section 2.18(g) and (iv) any Taxes imposed under FATCA.

“Existing Credit Agreement” has the meaning specified in the second paragraph of this Agreement.

“Extension Effective Date” has the meaning specified in Section 2.06(c).

“Extension of Credit” means the making of a Borrowing, the issuance of a Letter

of Credit or the amendment of any Letter of Credit having the effect of extending the stated termination date thereof or increasing the maximum amount available to be drawn thereunder. For purposes of this Agreement, a Conversion shall not constitute an Extension of Credit.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Internal Revenue Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement.

“FCA” has the meaning assigned to such term in Section 1.06.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the Federal funds effective rate.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Fee Letters” means (i) the letter agreements, each dated as of June 2, 2022, among the Borrower and certain of the Joint Lead Arrangers and, (ii) the letteragreements,each dated as of May 4, 2023, among the Borrower and certain of the JointLead Arrangers, and (iii) the Agent Fee Letter, in each case, as amended, restated, supplemented or otherwise modified from time to time.

“First Amendment Effective Date” means June 30, 2023.

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“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to any Benchmark. For the avoidance of doubt the initial Floor for Adjusted Term SOFR shall be 0.00%.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Foreign Plan” means any pension, profit-sharing, deferred compensation, or other employee benefit plan, program or arrangement (other than a Pension Plan or a Multiemployer Plan) maintained by any Subsidiary of the Borrower that, under applicable local foreign law, is required to be funded through a trust or other funding vehicle.

“Fronting Commitment” means, with respect to any LC Issuing Bank, the aggregate stated amount of all Letters of Credit that such LC Issuing Bank agrees to issue (subject to the LC Commitment Amount), as modified from time to time pursuant to an agreement signed by such LC Issuing Bank and the Borrower. With respect to each Lender that is an LC Issuing Bank on the date hereof, such LC Issuing Bank’s Fronting Commitment is listed on Schedule II, and with respect to any Lender that becomes an LC Issuing Bank after the date hereof, such Lender’s Fronting Commitment will be the amount agreed between the Borrower and such Lender at the time that such Lender becomes an LC Issuing Bank, in each case, as such Fronting Commitment may be modified in accordance with the terms of this Agreement.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to any LC Issuing Bank, such Defaulting Lender’s Commitment Percentage of the LC Outstandings with respect to Letters of Credit issued by such LC Issuing Bank other than LC Outstandings as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” has the meaning specified in Section 1.03.

“General and Refunding Mortgage Bonds” means, collectively, (a) the Borrower’s General and Refunding Mortgage Bond, Series S-4, due on June 30, 2024, issued as of June 30, 2021 to the Administrative Agent under the General and Refunding Mortgage Indenture and any supplemental indenture or Officer’s Certificate related thereto, in a principal amount equal to the Commitments, and (b) any additional General and Refunding Mortgage Bonds issued by the Borrower to the Administrative Agent under the General and Refunding Mortgage Indenture and any supplemental indentures or Officer’s Certificate related thereto in connection with any increase in the Commitments pursuant to Section 2.07, in each case, together with all amendments or replacements thereof (including any Replacement Collateral) and as collateral securing the Obligations.

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“General and Refunding Mortgage Indenture” means the General and Refunding Mortgage Indenture, dated as of May 1, 2001, between the Borrower and the Indenture Trustee, as the same may be amended, modified or supplemented from time to time; provided that, if the Borrower enters into a Replacement Indenture in accordance with the last sentence of Section 5.02(b), “General and Refunding Mortgage Indenture” shall include such Replacement Indenture.

“Governmental Approval” means any authorization, consent, approval, license or exemption of, registration or filing with, or report or notice to, any Governmental Authority.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guaranty” of any Person means (i) any obligation, contingent or otherwise, of such Person to pay any Debt of any other Person and (ii) all reasonably quantifiable obligations of such Person under indemnities or under support or capital contribution agreements, and other reasonably quantifiable obligations (contingent or otherwise) to purchase or otherwise to assure a creditor against loss in respect of, or to assure an obligee against loss in respect of, any Debt of any other Person guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (A) to pay or purchase such Debt or to advance or supply funds for the payment or purchase of such Debt, (B) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such Debt against loss, (C) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered) or (D) otherwise to assure a creditor against loss; provided that the term “Guaranty” shall not include endorsements for collection or deposit in the ordinary course of business or the grant of a Lien in connection with Project Finance Debt.

“Hazardous Materials” means (i) petroleum and petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (ii) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.

“Hedge Agreements” means, with respect to any Person, the collective reference to any of the following: (a) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and any other agreements designed to protect such Person against fluctuations in interest rates with respect to Debt incurred and not for purposes of speculation, (b) foreign exchange contracts and currency protection agreements entered

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into with one of more financial institutions designed to protect such Person against fluctuations in currency exchange rates with respect to Debt incurred and not for purposes of speculation, (c) any commodity futures contract, commodity option or other similar agreement or arrangement designed to protect against fluctuations in the price of commodities used by such Person at the time and (d) other agreements or arrangements designed to protect such Person against fluctuations in interest rates or currency exchange rates. The term “Hedge Agreements”, for the avoidance of doubt, shall exclude any forward energy purchase or sale contracts or similar arrangements entered into by the Borrower or its Subsidiaries.

“Hedging Obligations” means, with respect to any Person, all existing or future payment and other obligations owing by such Person under any Hedge Agreement that is permitted hereunder with any Person that (i) is a current Lender or Affiliate of a current Lender or (ii) was a Lender or an Affiliate of a Lender at the time such Hedge Agreement was executed.

“Indemnified Party” has the meaning specified in Section 8.04(b).

“Indemnified Taxes” means (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (ii) to the extent not otherwise described in clause (i), Other Taxes.

“Indenture Trustee” means The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon), as trustee under the General and Refunding Mortgage Indenture, or any successor trustee permitted thereunder.

“Initial Lenders” has the meaning specified in the first paragraph of this Agreement.

“Interest Period” means, for each SOFR Rate Revolving Loan comprising part of the same Borrowing, the period commencing on the date of such SOFR Rate Revolving Loan or the date of the Conversion of any Base Rate Revolving Loan into such SOFR Rate Revolving Loan and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, with respect to SOFR Rate Revolving Loans, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, three or six months or such other period acceptable to all the Lenders, as the Borrower may, upon notice received by the Administrative Agent not later than 12:00 noon (New York City Time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

(i)the Borrower may not select any Interest Period that (A) ends after the latest Termination Date in effect at such time or (B) has been removed pursuant to Section 2.12(e);

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(ii)Interest Periods commencing on the same date for SOFR Rate Revolving Loans comprising part of the same Borrowing shall be of the same duration;

(iii)whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

(iv)whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“IRS” means the U.S. Internal Revenue Service.

“Issuer” means, for any series of Bonds, the issuer of such Bonds under the applicable Bond Indenture.

“Issuer Agreement” means, for any series of Bonds, the agreement between the applicable Issuer and the Borrower pursuant to which (i) the proceeds of such Bonds are loaned by such Issuer to the Borrower, together with any promissory note or other instrument evidencing the Debt of the Borrower under such agreement, or (ii) the Borrower agrees to pay the purchase price of, or rent with respect to, the facilities financed or refinanced with the proceeds of such Bonds.

“Joint Lead Arrangers” means Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., MUFG UnionBank, N.ALtd., Citibank, N.A., Barclays Bank PLC, U.S. Bank National Association, BofA Securities, Inc., PNC Capital MarketsLLC,and Sumitomo Mitsui Banking Corporation.

“LC Collateral Account” has the meaning specified in Section 6.02.

“LC Commitment Amount” means $150,000,000 as the same may be reduced permanently from time to time pursuant to Section 2.08.

“LC Fee” has the meaning specified in Section 2.05(c).

“LC Fronting Fee” has the meaning specified in Section 2.05(d).

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“LC Issuing Bank” means each Lender identified as an “LC Issuing Bank” on Schedule II and any other Lender or Affiliate of a Lender that shall agree to issue a Letter of Credit pursuant to Section 2.04.

“LC Outstandings” means, on any date of determination, the sum of (i) the undrawn stated amounts of all Letters of Credit that are outstanding on such date plus (ii) the aggregate principal amount of all unpaid reimbursement obligations of the Borrower on such date with respect to payments made by any LC Issuing Bank under any Letter of Credit (excluding reimbursement obligations that have been repaid with the proceeds of any Borrowing). The LC Outstandings with respect to any Lender at any time shall be its Commitment Percentage of the total LC Outstandings at such time.

“LC Payment Notice” has the meaning specified in Section 2.04(e).

“Lenders” means the Initial Lenders and each Person that shall become party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Lending Office” opposite its name on Schedule I hereto or in the Assignment and Assumption pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify in writing to the Borrower and the Administrative Agent.

“Letter of Credit” means a letter of credit issued by an LC Issuing Bank pursuant to Section 2.04 (including, without limitation, any Bond Letter of Credit), in each case, as amended, modified or extended in accordance with the terms of this Agreement. A Letter of Credit may be a commercial letter of credit, a standby letter of credit or a direct pay letter of credit.

“Lien” means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Fee Letters,

(iii) any promissory note issued pursuant to Section 2.10(d) and (iv) unless the Collateral Release has occurred, any Officer’s Certificates and the General and Refunding Mortgage Bonds.

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“Margin Regulations” means Regulations T, U and X of the Federal Reserve Board, as in effect from time to time.

“Margin Stock” has the meaning specified in the Margin Regulations.

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“Material Adverse Effect” means a material adverse effect on (i) on the business, operations, properties, financial condition, assets or liabilities (including, without limitation, contingent liabilities) of the Borrower and its Subsidiaries, taken as a whole,

(ii)the ability of the Borrower to perform its obligations under the Loan Documents or

(iii)the ability of the Administrative Agent, any LC Issuing Bank or any Lender to enforce its rights under the Loan Documents.

“Material Subsidiaries” means any Subsidiary of the Borrower with respect to which (x) the Borrower’s percentage ownership interest in such Subsidiary multiplied by

(y)the book value of the Consolidated Assets of such Subsidiary represents at least 15% of the Consolidated Assets of the Borrower as reflected in the latest financial statements of the Borrower delivered pursuant to clause (i) or (ii) of Section 5.01(h).

“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 103% of the Fronting Exposure of all LC Issuing Banks with respect to Letters of Credit issued and outstanding at such time and (ii) otherwise, an amount determined by the Administrative Agent and the LC Issuing Banks in their sole discretion.

“Moody’s” means Moody’s Investors Service, Inc.

“Moody’s Rating” means, on any date of determination (i) prior to the Collateral Release, the Moody’s Secured Rating and (ii) from and after the Collateral Release, the Moody’s Unsecured Rating.

“Moody’s Secured Rating” means the rating most recently announced by Moody’s with respect to any senior secured long term Debt of the Borrower.

“Moody’s Unsecured Rating” means the rating most recently announced by Moody’s with respect to any senior unsecured, non-credit enhanced Debt of the Borrower.

“Mortgaged Property” has the meaning assigned to that term in the General and Refunding Mortgage Indenture.

“Multiemployer Plan” means any “multiemployer plan” (as such term is defined in Section 4001(a)(3) of ERISA), which is contributed to by (or to which there is or may be an obligation to contribute of) the Borrower or any of its ERISA Affiliates or with respect to which the Borrower or any of its ERISA Affiliates has, or could reasonably be expected to have, any liability.

“New York City Time” means the time in New York, New York.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all affected Lenders in accordance with the terms of Section 8.01 and (ii) has been approved by the Required Lenders.

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“Non-Defaulting Lender” means, at the time of determination, a Lender that is not a Defaulting Lender.

“non-performing Lender” has the meaning specified in Section 2.04(f). “Notice of Borrowing” has the meaning specified in Section 2.02(a).

“NPC Credit Agreement” means the Fifth Amended and Restated Credit Agreement, dated as of June 30, 2022, among Nevada Power Company, Wells Fargo Bank, as administrative agent, and certain other financial institutions party thereto, as the same may be further amended, restated, supplemented or otherwise modified from time to time.

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a Federal funds transaction quoted at 11:00 A.M. (New York City Time) on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided,further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Obligations” means the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities (including any Hedging Obligations and any Treasury Management Obligations) of the Borrower to (a) the Administrative Agent, (b) any LC Issuing Bank, (c) any Lender and (d) in the case of Hedging Obligations and Treasury Management Obligations, (i) any current Lender or Affiliate of any current Lender and

(ii) any Person who was a Lender or an Affiliate of any Lender at the time such Hedge Agreement or Treasury Management Agreement is executed, in each case, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with any Letter of Credit, any Loan Document, any Hedge Agreement between the Borrower and (x) any current Lender or any Affiliate of a current Lender or (y) any Person who was a Lender or an Affiliate of a Lender at the time such Hedge Agreement was executed, any Treasury Management Agreement between the Borrower and (x) any current Lender or any Affiliate of a current Lender or (y) any Person who was a Lender or an Affiliate of a Lender at the time such Treasury Management Agreement was executed, or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Administrative Agent,

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any LC Issuing Bank or any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise.

“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Officer’s Certificate” means an “Officer’s Certificate” (as defined in the General and Refunding Mortgage Indenture) setting forth the terms of each series of the General and Refunding Mortgage Bonds, executed by a duly authorized officer of the Borrower and authenticated by the Indenture Trustee.

“Official Statement” means, for any series of Bonds, the official statement, reoffering circular or similar disclosure document (however designated) relating to such Bonds and the applicable LC Issuing Bank, as amended and supplemented from time to time, and all documents incorporated therein (or in any such supplement or amendment) by reference.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.20).

“Outstanding Credits” means, on any date of determination, the sum of (i) the aggregate principal amount of all Loans outstanding on such date plus (ii) the LC Outstandings on such date. The Outstanding Credits with respect to any Lender at any time shall be its Commitment Percentage of the total Outstanding Credits at such time.

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight Federal funds and overnight eurodollar borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“Participant” has the meaning assigned to such term in Section 8.07(d). “Participant Register” has the meaning specified in Section 8.07(d). “Patriot Act” has the meaning specified in Section 8.14.

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“Payment Recipient” has the meaning assigned to it in Section 7.10(a).

“PBGC” means the U.S. Pension Benefit Guaranty Corporation (or any successor).

“Pension Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) (other than a Multiemployer Plan), subject to the provisions of Title IV of ERISA or Section 412 of the Internal Revenue Code or Section 302 of ERISA, maintained or contributed to by the Borrower or any of its ERISA Affiliates or to which the Borrower or any of its ERISA Affiliates has or may have an obligation to contribute (or is deemed under Section 4069 of ERISA to have maintained or contributed to or to have had an obligation to contribute to, or otherwise to have liability with respect to) such plan.

“Permitted Liens” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (i) Liens for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 5.01(a) hereof; (ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens, and other similar Liens arising in the ordinary course of business; (iii) Liens incurred or deposits made to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (iv) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable, including zoning and landmarking restrictions; (v) any judgment Lien, unless an Event of Default under Section 6.01(e) shall have occurred and be continuing with respect thereto; (vi) any Lien on any asset of any Person existing at the time such Person is acquired by or merged or consolidated with or into the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (vii) pledges and deposits made in the ordinary course of business to secure the performance of bids, trade contracts (other than for Debt), operating leases and surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (viii) Liens upon or in any real property or equipment acquired, constructed, improved or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition, construction or improvement of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property), (ix) Liens securing Project Finance Debt, (x) any Lien on the Borrower’s or any Material Subsidiary’s interest in Bonds or cash or cash equivalents securing (A) the obligation of the Borrower or any Material Subsidiary to reimburse the issuer of a letter of credit supporting payments to be made in respect of such Bonds (including any Bond Letter of Credit) for a drawing on such letter of credit for the purpose of purchasing Bonds or (B) the obligation of the Borrower or any Material Subsidiary to reimburse or repay amounts advanced under any facility entered into to provide liquidity or credit support for any issue of Bonds; and (xi) extensions, renewals or replacements of any Lien described in clause (vi), (vii), (viii), (ix) or (x) for the same or a lesser amount, provided, however,

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that no such Lien shall extend to or cover any properties (other than after-acquired property already within the scope of the relevant Lien grant) not theretofore subject to the Lien being extended, renewed or replaced.

“Person” means any natural Person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Platform” has the meaning specified in Section 8.02(d)(i).

“Pledge Agreement” means, for any series of Bonds, the pledge agreement or custodian agreement (or similar agreement, however designated), among the Administrative Agent, the Borrower and the applicable Custodian with respect to such Bonds, setting forth certain terms relating to the pledge and/or ownership of any such Bonds pending the remarketing thereof pursuant to the applicable Remarketing Agreement.

“Project Finance Debt” means Debt of any Subsidiary of the Borrower (i) that is

(A)not recourse to the Borrower other than with respect to Liens granted by the Borrower on direct or indirect equity interests in such Subsidiary to secure such Debt and limited Guaranties of, or equity commitments with respect to, such Debt by the Borrower, which Liens, limited Guaranties and equity commitments are of a type consistent with other limited recourse project financings, and other than customary contractual carve-outs to the non-recourse nature of such Debt consistent with other limited recourse project financings, and (B) incurred in connection with the acquisition, development, construction or improvement of any project, single purpose or other fixed assets of such Subsidiary, including Debt assumed in connection with the acquisition of such assets, or (ii) that represents an extension, renewal, replacement or refinancing of the foregoing, provided that, in the case of a replacement or refinancing, the principal amount of such new Debt shall not exceed the principal amount of the Debt being replaced or refinanced plus 10% of such principal amount.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“PUCN” means the Public Utilities Commission of Nevada, or any successor agency.

“QFC Credit Support” has the meaning specified in Section 8.19.

“Rating Decline” means the occurrence of the following on, or within 90 days after, the earlier of (i) the occurrence of a Change of Control and (ii) the earlier of (x) the date of public notice of the occurrence of a Change of Control and (y) the date of the public notice of the Borrower’s (or its direct or indirect parent company’s) intention to effect a Change of Control, which 90-day period will be extended so long as the S&P Rating or Moody’s Rating is under publicly announced consideration for possible downgrading by S&P or Moody’s, as applicable:

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(A)prior to the Collateral Release, the S&P Secured Rating is reduced to any rating level below A- or the Moody’s Secured Rating is reduced to any rating level below A3 (or both the S&P Secured Rating and the Moody’s Secured Rating become unavailable), or

(B)from and after the Collateral Release, the S&P Unsecured Rating is reduced to any rating level below BBB+ or the Moody’s Unsecured Rating is reduced to any rating level below Baa1 (or both the S&P Unsecured Rating and the Moody’s Unsecured Rating become unavailable).

“Recipient” means (i) the Administrative Agent, (ii) any Lender and (iii) any LC Issuing Bank, as applicable.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is Adjusted Term SOFR, 5:00 a.m. (Chicago time) on the day that is two Business Days preceding the date of such setting or (2) if such Benchmark is not Adjusted Term SOFR, the time determined by the Administrative Agent in its reasonable discretion.

“Register” has the meaning specified in Section 8.07(c). “Reimbursement Amount” has the meaning specified in Section 2.04(d).

“Related Documents” means, for any series of Bonds, such Bonds and the Bond Indenture, the Issuer Agreement, any Remarketing Agreement and any Pledge Agreement relating to such Bonds.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Relevant Governmental Body” means, the Federal Reserve Board and/or the NYFRB, the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.

“Remarketing Agent” means, for any series of Bonds, any Person acting in the capacity of remarketing agent for such Bonds pursuant to a Remarketing Agreement relating to such Bonds.

“Remarketing Agreement” means, for any series of Bonds, any agreement or other arrangement pursuant to which the applicable Remarketing Agent has agreed to act in such capacity with respect to such Bonds tendered for purchase pursuant to the applicable Bond Indenture.

“Removal Effective Date” has the meaning specified in Section 7.05(b). “Replacement Collateral” has the meaning specified in Section 5.02(b).

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“Replacement Indenture” has the meaning specified in Section 5.02(b).

“Reportable Compliance Event” means that the Borrower or any of its Subsidiaries becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Corruption Law or any predicate crime to any Anti-Corruption Law.

“Request for Issuance” means a request made pursuant to Section 2.04 in the form of Exhibit B.

“Required Lenders” means at any time Lenders owed in excess of 50% of the then aggregate unpaid principal amount of the Revolving Loans and participation obligations with respect to the LC Outstandings, or, if there are no Outstanding Credits, Lenders having in excess of 50% in interest of the Commitments (without giving effect to any termination in whole of the Commitments pursuant to Section 6.01). The Commitments, outstanding Loans and participation obligations with respect to the LC Outstandings for any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Resignation Effective Date” has the meaning specified in Section 7.05(a).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Revolving Loan” means a Loan by a Lender to the Borrower pursuant to Section

2.02 as part of a Borrowing and refers to a Base Rate Revolving Loan or a SOFR Rate Revolving Loan.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of comprehensive Sanctions (atas ofthe time of thisAgreementFirst Amendment Effective Date, the so - called Donetsk People’s Republic, the so- called Luhansk People’s Republic, the Crimea Region of Ukraine, the KhersonRegion of Ukraine, the Zaporizhzhia Region of Ukraine,Russia, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State or the U.S. Department of the Treasury, or maintained by the United Nations Security Council, the European Union or HerHisMajesty’s Treasury of the United Kingdom, as may be amended, supplemented or substituted from time to time, (b) any Person organized or ordinarily resident or located in a Sanctioned Country or (c) any Person controlled by, or acting on behalf of, any such Person described in clause (a) or (b). For purposes of this definition, “control” of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or

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cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC, the U.S. Department of State or the U.S. Department of Treasury, or (b) the United Nations Security Council, the European Union or HerHisMajesty’s Treasury of the United Kingdom.

“S&P” means S&P Global Ratings, a business unit of S&P Global, Inc.

“S&P Rating” means, on any date of determination (i) prior to the Collateral Release, the S&P Secured Rating and (ii) from and after the Collateral Release, the S&P Unsecured Rating.

“S&P Secured Rating” means the rating most recently announced by S&P with respect to any senior secured long term Debt of the Borrower.

“S&P Unsecured Rating” means the rating most recently announced by S&P with respect to any senior unsecured, non-credit enhanced Debt of the Borrower.

“SEC” means the U.S. Securities and Exchange Commission.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Determination Date” has the meaning specified in the definition of “Daily Simple SOFR”.

“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.

“SOFR Rate Revolving Loan” means a Revolving Loan that bears interest as provided in Section 2.11(b).

“Stated Expiry Date” means the stated expiration date of any Letter of Credit issued or deemed to be issued pursuant to this Agreement; provided, however, that no Stated Expiry Date may be requested or included in any such Letter of Credit where (i) such date would be later than the fifth Business Day preceding the Termination Date then applicable to the Lender that is the LC Issuing Bank for such Letter of Credit, (ii) in the case of any Letter of Credit that is not a Bond Letter of Credit, such date would be later

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than one year after the date of issuance of such Letter of Credit (subject, for the avoidance of doubt, to the ability to provide for an automatic renewal mechanic in accordance with Section 2.04(a)), or (iii) after taking into account (A) the respective Termination Dates then in effect with respect to all Lenders on the date of issuance or any extension of such Letter of Credit, and (B) the respective Stated Expiry Dates then in effect with respect to all other Letters of Credit then outstanding, the maximum amount of the LC Outstandings under all Letters of Credit (including such Letter of Credit) then outstanding would exceed the total LC Commitment Amounts scheduled to be in effect at any time during the period such Letter of Credit is scheduled to remain in effect, as determined by the Administrative Agent.

“Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (i) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (ii) the interest in the capital or profits of such limited liability company, partnership or joint venture or (iii) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

“Supported QFC” has the meaning assigned to such term in Section 8.19.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions,

withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Benchmark” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to Adjusted Term SOFR.

“Term SOFR Determination Day” has the meaning assigned to it under the definition of Term SOFR Reference Rate.

“Term SOFR” means, with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.

“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR

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Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to Term SOFR has not occurred, then the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than five (5) Business Days prior to such Term SOFR Determination Day.

“Termination Date” means the earlier to occur of (i) June 30, 20252026, or such later date that may be established for any Lender from time to time pursuant to Section

2.06 hereof, and (ii) the date of termination in whole of the Commitments available to the Borrower pursuant to Section 2.08 or 6.01.

“Treasury Management Agreement” means any agreement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

“Treasury Management Obligations” means with respect to any Person, all existing or future payment and other obligations owing by such Person under any Treasury Management Agreement with any Person that (i) is a current Lender or Affiliate of a current Lender or (ii) was a Lender or an Affiliate of a Lender at the time such Treasury Management Agreement was executed.

“Type” refers to the distinction between Loans bearing interest at the Base Rate and Loans bearing interest at Adjusted Term SOFR.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“U.S. Special Resolution Regime” has the meaning assigned to such term in Section 8.19.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.18(g)(ii).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU

11.6 of the FCA Handbook (as amended from time to time) promulgated by the United

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Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Wells Fargo Bank” has the meaning specified in the recital of parties to this Agreement.

“Withholding Agent” means the Borrower and the Administrative Agent.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02. Computation of Time Periods.

In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

SECTION 1.03. Accounting Terms.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles as in effect from time to time (“GAAP”). If any “Accounting Change” (as defined below) shall occur and such change results in a change in the calculation of financial covenants, standards or terms in this Agreement, and either the Borrower or the Required Lenders (through the Administrative Agent) shall request the same to the other parties hereto in writing, the Borrower and the Administrative Agent shall enter into negotiations to amend the affected provisions of this Agreement with the desired result that the criteria for evaluating the Borrower’s consolidated financial condition and results of operations shall be substantially the same after such Accounting Change as if such Accounting Change had not been made. Once such request has been made, until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or

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construed as if such Accounting Change had not occurred. “Accounting Change” means a change in accounting principles required by the promulgation of any final rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC (or successors thereto or agencies with similar functions).

SECTION 1.04. Classification of Loans and Borrowings.

For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “Adjusted Term SOFR Loan”). Borrowings also may be classified and referred to by Type (e.g., a “Adjusted Term SOFR Borrowing”).

SECTION 1.05. Other Interpretive Provisions.

As used herein, except as otherwise specified herein, (i) references to any Person include its successors and assigns and, in the case of any Governmental Authority, any Person succeeding to its functions and capacities; (ii) references to any Applicable Law include amendments, supplements and successors thereto; (iii) references to specific sections, articles, annexes, schedules and exhibits are to this Agreement; (iv) words importing any gender include the other gender; (v) the singular includes the plural and the plural includes the singular; (vi) the words “including”, “include” and “includes” shall be deemed to be followed by the words “without limitation”; (vii) captions and headings are for ease of reference only and shall not affect the construction hereof; and (viii) references to any time of day shall be to New York City Time unless otherwise specified.

SECTION 1.06. Interest Rates; Benchmark Notification.

The interest rate on a Loan denominated in dollars may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 2.12(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses

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(whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

ARTICLE II

AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT

SECTION 2.01. The Revolving Loans.

(a)Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans to the Borrower from time to time on any Business Day during the period from the date hereof until the Termination Date applicable to such Lender in an aggregate outstanding amount not to exceed at any time such Lender’s Available Commitment at such time. Within the limits of each Lender’s Commitment and as hereinabove and hereinafter provided, including without limitation Section 2.01(b), the Borrower may request a Borrowing hereunder, and repay or prepay Revolving Loans pursuant to Section 2.14 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereof.

(b)In no event shall the Borrower be entitled to request or receive any Borrowing that (i) would exceed the Available Commitments or (ii) would cause the Outstanding Credits to exceed the Commitments.

SECTION 2.02. Making the Revolving Loans.

(a)Each Borrowing shall be in an amount not less than $1,000,000 (or, if less, the Available Commitments at such time) or an integral multiple of $100,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City Time) on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of SOFR Rate Revolving Loans, or not later than 1:00 P.M. (New York City Time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Revolving Loans, by the Borrower to the Administrative Agent, which shall give to each Lender prompt written notice thereof. Each such notice of a Revolving Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing or facsimile in substantially the form of Exhibit A hereto, specifying therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of Revolving Loans comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of SOFR Rate Revolving Loans, the initial Interest Period for each such Revolving Loan. Each Lender shall, before 2:00 P.M. (New York City Time) (or, for Borrowings consisting of Base Rate Revolving Loans for which notice was provided to the Lenders after 12:00 noon (New York City Time) but no later than 1:00 P.M. (New York City Time), before 3:00 P.M. (New York City Time)) on the applicable Borrowing Date, make available for the account of its Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s ratable portion of the Borrowing to be made on such Borrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the

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Administrative Agent will make such funds available to the Borrower no later than 3:30 P.M.(New York City Time)promptlyin such manner as the Borrower shall have specified in the applicable Notice of Borrowing.

(b)Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select SOFR Rate Revolving Loans for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of the Lenders to make SOFR Rate Revolving Loans shall then be suspended pursuant to Section 2.12(b), 2.13 or 2.16, and (ii) Borrowings of more than one Type may be outstanding at the same time; provided, however, there shall be not more than 10 Borrowings at any one time outstanding.

(c)Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise SOFR Rate Revolving Loans, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Loan to be made by such Lender as part of such Borrowing when such Revolving Loan, as a result of such failure, is not made on such date.

(d)Unless the Administrative Agent shall have received written notice from a Lender prior to any Borrowing Date or, in the case of a Base Rate Loan, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Loan as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may, but shall not be required to, assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 2.02, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Loan available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.

(e)The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

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SECTION 2.03. [Reserved]

SECTION 2.04. Letters of Credit.

(a)Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, up to a maximum aggregate stated amount for all Letters of Credit at any one time outstanding equal to the LC Commitment Amount. With respect to Letters of Credit that are not Bond Letters of Credit, such issuance shall occur on not less thantwothreeBusiness Days’ prior notice thereof by delivery of (x) a Request for Issuance for such Letter of Credit to the Administrative Agent and the LC Issuing Bank for such Letter of Credit, and (y) such LC Issuing Bank’s standard form of Letter of Credit application for the requested Letter of Credit (including, for direct pay Letters of Credit, any reimbursement agreement or other standard form required by such LC Issuing Bank) to the letter of credit department of such LC Issuing Bank for the account of the Borrower. With respect to each Bond Letter of Credit, such issuance shall occur after receipt of (x) a Request for Issuance for such Bond Letter of Credit to the Administrative Agent and the LC Issuing Bank for such Bond Letter of Credit, (y) the Bond LC Reimbursement Agreement for such Bond Letter of Credit, as may be required by the LC Issuing Bank for such Bond Letter of Credit, and (z) the documents required pursuant to Section 3.03 and such Bond LC Reimbursement Agreement; provided that in the case of any Request for Issuance for an extension of an outstanding Bond Letter of Credit, such Request for Issuance shall be delivered to the Administrative Agent and the applicable LC Issuing Bank at least 90 days prior to the then-current Stated Expiry Date of such Bond Letter of Credit. Each Letter of Credit shall be issued in a form acceptable to the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the identity of the applicable LC Issuing Bank, (ii) the date (which shall be a Business Day) of issuance of such Letter of Credit (or the date of effectiveness of such extension, modification or amendment) and the Stated Expiry Date thereof, (iii) the proposed stated amount of such Letter of Credit (which amount (A) shall not be less than $100,000 and (B) may be subject to any automatic increase and reinstatement provisions), (iv) the name and address of the beneficiary of such Letter of Credit and (v) a statement of drawing conditions applicable to such Letter of Credit. If such Request for Issuance relates to an amendment or modification of a Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit thereto (except in the case of an extension of the Stated Expiry Date of any Bond Letter of Credit where no consent of the beneficiary is required for such extension). If so requested by the Borrower, a Letter of Credit that is not a Bond Letter of Credit may provide that it is automatically renewable for additional one-year periods if subject to an ability of the applicable LC Issuing Bank to not renew by giving notice of the same to the beneficiary of such Letter of Credit. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower prior to the issuance by the applicable LC Issuing Bank of the requested Letter of Credit or prior to the effectiveness of the requested extension, modification or amendment to a Letter of Credit, as applicable. Upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the relevant LC Issuing Bank shall issue (or extend, amend or modify) such Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish copies thereof to the Lenders that shall so request; provided that the LC Issuing Bank shall not issue or amend any Letter of Credit if such LC Issuing Bank has received notice from the Administrative Agent that

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the applicable conditions precedent have not been satisfied. Upon each issuance of a Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, without further action by any party hereto, to have irrevocably and unconditionally purchased from such LC Issuing Bank without recourse a participation in such Letter of Credit equal to such Lender’s Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. Upon each modification of a Letter of Credit by any LC Issuing Bank which modifies the aggregate amount available to be drawn under such Letter of Credit, such LC Issuing Bank and the Lenders shall be deemed, without further action by any party hereto, to have purchased or sold, as appropriate, participations in such Letter of Credit such that each Lender’s participation in such Letter of Credit shall equal such Lender’s Commitment Percentage of such modified aggregate amount available to be drawn under such Letter of Credit. Each Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participation. Without limiting the foregoing, any LC Issuing Bank that issues a Bond Letter of Credit agrees that (i) all Bonds pledged to such LC Issuing Bank pursuant to any applicable Pledge Agreement or otherwise registered in the name of such LC Issuing Bank pursuant to the other Related Documents will be held for the benefit of such LC Issuing Bank and the Lenders and (ii) to apply and/or remit all proceeds from the sale or remarketing of such Bonds in accordance with Section 2.17(f). Notwithstanding anything herein to the contrary, Barclays Bank PLC, as an LC Issuing Bank, shall only be required to issue standby Letters of Credit.

(b)The Borrower may from time to time appoint one or more additional Lenders (with the consent of any such Lender, which consent may be withheld in the sole discretion of each Lender) to act, either directly or through an Affiliate of such Lender, as an LC Issuing Bank hereunder. Any such appointment and the terms thereof shall be evidenced in a separate written agreement executed by the Borrower and the relevant LC Issuing Bank, a copy of which agreement shall be delivered by the Borrower to the Administrative Agent. The Administrative Agent shall give prompt notice of any such appointment to the other Lenders. Upon such appointment, if and for so long as such Lender shall have any obligation to issue any Letter of Credit hereunder or any Letter of Credit issued by such Lender shall remain outstanding, such Lender shall be deemed to be, and shall have all the rights and obligations of, an “LC Issuing Bank” under this Agreement.

(c)No Letter of Credit shall be requested, issued or modified hereunder if, after the issuance or modification thereof, (i) the Outstanding Credits would exceed the Commitments then scheduled to be in effect until the latest Termination Date, (ii) that portion of the LC Outstandings arising from Letters of Credit issued by an LC Issuing Bank would exceed the amount of such LC Issuing Bank’s Fronting Commitment or (iii) the LC Outstandings would exceed the LC Commitment Amount. No LC Issuing Bank shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain such LC Issuing Bank from issuing such Letter of Credit, or any law applicable to such LC Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such LC Issuing Bank shall prohibit, or request that the LC Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the LC Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the LC Issuing Bank is not otherwise compensated or required to be compensated hereunder), which restriction, reserve or capital requirement was not in effect on the date hereof,

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or shall impose upon the LC Issuing Bank any loss, cost or expense (not reimbursed or required to be reimbursed) that was not applicable on the date hereof and that the LC Issuing Bank in good faith deems material to it.

(d)The Borrower hereby agrees to pay to the Administrative Agent for the account of each LC Issuing Bank and each Lender that has funded its participation in the reimbursement obligations of the Borrower pursuant to subsection (e) below, on demand made by such LC Issuing Bank to the Borrower, on and after each date on which such LC Issuing Bank shall pay any amount under any Letter of Credit issued by such LC Issuing Bank, a sum equal to the amount so paid (the “Reimbursement Amount”). Any Reimbursement Amount shall bear interest, payable on demand, from the date so paid by such LC Issuing Bank until repayment to such LC Issuing Bank in full at a fluctuating interest rate per annum equal to the interest rate applicable to Base Rate Loans plus, if any amount paid by such LC Issuing Bank under a Letter of Credit is not reimbursed by the Borrower within three Business Days, 2%. The Borrower may satisfy its obligation hereunder to repay the Reimbursement Amount by requesting a Borrowing under Section 2.02 (and which Borrowing shall be subject to the conditions in Section 2.02) in the amount of such Reimbursement Amount, and the proceeds of such Borrowing may be applied to satisfy the Borrower’s obligations to such LC Issuing Bank or the Lenders, as the case may be.

(e)If any LC Issuing Bank shall not have been reimbursed in full for any Reimbursement Amount in respect of a Letter of Credit issued by such LC Issuing Bank on the date of such payment, such LC Issuing Bank shall give the Administrative Agent and each Lender prompt notice thereof (an “LC Payment Notice”) no later than 12:00 noon (New York City Time) on the Business Day immediately succeeding the date of such payment by such LC Issuing Bank. Each Lender shall fund the participation that such Lender purchased pursuant to Section 2.04(a) by paying to the Administrative Agent for the account of such LC Issuing Bank an amount equal to such Lender’s Commitment Percentage of such Reimbursement Amount paid by such LC Issuing Bank, plus interest on such amount at a rate per annum equal to the Federal Funds Effective Rate, for the first three days from the date of the payment by such LC Issuing Bank, and, thereafter, until the date of payment to such LC Issuing Bank by such Lender, at a rate of interest equal to the rate applicable to Base Rate Loans. Each such payment by a Lender shall be made not later than 3:00 P.M. (New York City Time) on the later to occur of (i) the Business Day immediately following the date of such payment by such LC Issuing Bank and (ii) the Business Day on which such Lender shall have received an LC Payment Notice from such LC Issuing Bank. Each Lender’s obligation to make each such payment to the Administrative Agent for the account of such LC Issuing Bank shall be several and shall not be affected by the occurrence or continuance of a Default or the failure of any other Lender to make any payment under this Section 2.04(e). Each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(f)The failure of any Lender to make any payment to the Administrative Agent for the account of any LC Issuing Bank in accordance with subsection (e) above shall not relieve any other Lender of its obligation to make payment, but no Lender shall be responsible for the failure of any other Lender. If any Lender (a “non-performing Lender”) shall fail to make any payment to the Administrative Agent for the account of any LC Issuing Bank in accordance with subsection (e) above, then for so long as such failure shall continue, such LC Issuing Bank shall

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be deemed, for purposes of Sections 6.01 and 8.01 hereof, to be a Lender owed a Borrowing in an amount equal to the outstanding principal amount due and payable by such non-performing Lender to the Administrative Agent for the account of such LC Issuing Bank pursuant to subsection (e) above. Any non-performing Lender and the Borrower (without waiving any claim against such non-performing Lender for such non-performing Lender’s failure to fund its participation in the reimbursement obligations of the Borrower under subsection (e) above) severally agree to pay to the Administrative Agent for the account of such LC Issuing Bank forthwith on demand such amount, together with interest thereon for each day from the date such non-performing Lender would have funded its participation had it complied with the requirements of subsection (e) above until the date such amount is paid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to Base Rate Loans plus, if any amount paid by such LC Issuing Bank under a Letter of Credit is not reimbursed by the Borrower within three Business Days, 2%, in accordance with Section 2.04(d), and (ii) in the case of such non-performing Lender, the Federal Funds Effective Rate, for the first three days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate Loans.

(g)The payment obligations of each Lender under Section 2.04(e) and of the Borrower under this Agreement in respect of any payment under any Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following circumstances:

(i)any lack of validity or enforceability of this Agreement or any other agreement or instrument relating thereto or to such Letter of Credit;

(ii)any amendment or waiver of, or any consent to departure from, the terms of this Agreement or such Letter of Credit;

(iii)the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary, or any transferee, of such Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), any LC Issuing Bank, or any other Person, whether in connection with this Agreement, the transactions contemplated hereby, thereby or by such Letter of Credit, or any unrelated transaction;

(iv)any statement or any other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v)payment in good faith by any LC Issuing Bank under the Letter of Credit issued by such LC Issuing Bank against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit;

(vi)the use that may be made of any Letter of Credit by, or any act or omission of, the beneficiary of any Letter of Credit (or any Person for which the beneficiary may be acting); or

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(vii)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

(h)Without limiting any other provision of this Section 2.04, for purposes of this Section 2.04 any LC Issuing Bank may rely upon any oral, telephonic, telegraphic, facsimile, electronic, written or other communication believed in good faith to have been authorized by the Borrower, whether or not given or signed by an authorized Person of the Borrower.

(i)The Borrower assumes all risks of the acts and omissions of any beneficiary or transferee of any Letter of Credit. Neither any LC Issuing Bank, the Lenders nor any of their respective officers, directors, employees, agents or Affiliates shall be liable or responsible for, and the Borrower’s reimbursement obligation in respect of any Letter of Credit shall not be affected by, (i) the use that may be made of such Letter of Credit or any acts or omissions of any beneficiary or transferee thereof in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by any LC Issuing Bank against presentation of documents that do not comply with the terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (iv) any dispute between or among the Borrower, any of its Affiliates, the beneficiary of any Letter of Credit or any financing institution or other party to whom any Letter of Credit may be transferred or any claims or defenses whatsoever of the Borrower or of its Affiliates against the beneficiary of any Letter of Credit or any such transferee; (v) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or (vi) any other circumstances whatsoever in making or failing to make payment under such Letter of Credit, except that the Borrower and each Lender shall have the right to bring suit against each LC Issuing Bank, and each LC Issuing Bank shall be liable to the Borrower and any Lender, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower or such Lender that the Borrower or such Lender proves, in a court of competent jurisdiction by final and nonappealable judgment, were caused by such LC Issuing Bank’s willful misconduct or gross negligence. In furtherance and not in limitation of the foregoing, each LC Issuing Bank may accept sight drafts and accompanying certificates presented under the Letter of Credit issued by such LC Issuing Bank that appear on their face to be in substantial compliance with the terms and conditions of the Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, and payment against such documents shall not constitute willful misconduct or gross negligence by such LC Issuing Bank. Notwithstanding the foregoing, no Lender shall be obligated to indemnify the Borrower for damages caused by any LC Issuing Bank’s willful misconduct or gross negligence.

(j)In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any application or other agreement submitted by the Borrower to, or entered into by the Borrower with, an LC Issuing Bank relating to any Letter of Credit issued by such LC Issuing Bank, the terms and conditions of this Agreement shall control. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any application or other agreement related thereto, provides for one or more automatic increases in the stated amount

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thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

(k)Any LC Issuing Bank may resign at any time by giving written notice thereof to the Administrative Agent, Lenders, the other LC Issuing Banks (if any) and the Borrower, provided that (i) there are no Letters of Credit outstanding with respect to such LC Issuing Bank at such time or (ii) unless the Borrower shall have agreed otherwise, another Lender or Affiliate thereof reasonably acceptable to the Borrower has agreed to serve as an LC Issuing Bank and commits in writing to issue one or more Letters of Credit in an aggregate amount at least equal to those of the resigning LC Issuing Bank. After the resignation of an LC Issuing Bank hereunder, such resigning LC Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an LC Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, renew or increase any existing Letter of Credit. Upon any such resignation, the Borrower and the resigning LC Issuing Bank may agree to replace or terminate any outstanding Letters of Credit issued by such LC Issuing Bank and to designate one or more Lenders as LC Issuing Banks to replace such LC Issuing Bank.

SECTION 2.05. Fees.

(a)The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee on the aggregate unused amount of such Lender’s Commitment (i) from the date hereof,in the case of each Initial Lender,and (ii) from the effective date specified in the Assignment and Assumption pursuant to which it became a Lender,in the case of each other Lender, in each case, until the latest Termination Date applicable to such Lender, payable quarterly in arrears on thefifteenth calendar day following the last day (or the immediately succeeding Business Day, if such day is not a Business Day)of each March, June, September and December, commencing June 30, 2022, and ending on such Termination Date. The commitment fee for any period will be equal to the Commitment Fee Rate in effect from time to time during such period, times an amount equal to the Commitments in effect at such time minus the aggregate principal amount of Loans and Letters of Credit outstanding during such period.

(b)The Borrower agrees to pay the fees payable by the Borrower in such amounts and on such terms as set forth in the Fee Letters.

(c)The Borrower agrees to pay to the Administrative Agent for the account of each Lender a fee (the “LC Fee”) on the average daily aggregate principal amount of each such Lender’s Commitment Percentage of the LC Outstandings (i) from the date hereof, in the case of each Initial Lender, and (ii) from the effective date specified in the Assignment and Assumption pursuant to which it became a Lender, in the case of each other Lender, in each case until the later to occur of (x) the Termination Date applicable to such Lender and (y) the date on which no Letters of Credit are outstanding, payable quarterly in arrears on thefifteenth calendar day following thelast day (or the immediately succeeding Business Day, if such day is not a Business Day)of each March, June, September and December (commencing on June 30, 2022),

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and on such later date, at a rate equal at all times to the Applicable Margin in effect from time to time for SOFR Rate Revolving Loans.

(d)The Borrower agrees to pay to the Administrative Agent for the account of each LC Issuing Bank, (i) a fee (the “LC Fronting Fee”) equal to 0.20% of the stated amount of each Letter of Credit issued by such LC Issuing Bank hereunder, payable quarterly in arrears on thefifteenth calendar day following the last day (or the immediately succeeding Business Day, if such day is not a Business Day)of each March, June, September and December (commencing on June 30, 2022) and ending on the Termination Date or such later date on which no such letter of credit issued by such LC Issuing Bank shall be outstanding, with the calculation based on the actual number of days elapsed in a year of 360 days and (ii) customary issuance, maintenance, drawing and administration fees in respect of such letters of credit.

(e)The Borrower shall pay to the Administrative Agent, for its own account, the annual administrative fee at the times and in the amount set forth in the Agent Fee Letter.

SECTION 2.06. Extension of the Termination Date.

(a)During the period from July 1, 2022 until the date that is 30 days prior to the then-applicable Termination Date, the Borrower may request by written notice (an “Extension Request”) made to the Administrative Agent (which shall promptly notify the Lenders thereof) one-year extensions of the Termination Date applicable to each Lender. Each Lender shall notify the Administrative Agent by the date that is 30 days after the Administrative Agent provides the Lenders with written notice of the Borrower’s extension request that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed to have declined to extend the Termination Date. The consent of a Lender to any such extension shall be in the sole discretion of such Lender. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. For the avoidance of doubt and subject to the terms and conditions set forth herein, the Borrower may request an unlimited number of extensions pursuant to this Section.

(b)If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender with an Eligible Assignee in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a Declining Lender.

(c)If the Required Lenders have consented to the extension of the Termination Date, the Termination Date of each Lender that consented to the extension shall be extended to the date that is one year after such Lender’s then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension Effective Date”); provided, that no such extension shall be effective prior to a date that would increase the remaining tenor of any Loans or Commitments hereunder beyond 3 years and 2 months. In connection with the effectiveness of any Extension Request, the Administrative Agent may (with

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the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite lender consent in accordance with Section 8.01 to update operational, agency, and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Effective Date with respect to which Wells Fargo acts as administrative agent. Any such proposed amendments must be provided to the Borrower no later than fifteen (15) days after the Extension Request. On or prior to the Extension Effective Date, (i) unless the Collateral Release has occurred, the Borrower shall have delivered to the Administrative Agent an amendment or replacement of each existing General and Refunding Mortgage Bond, extending the stated maturity date of such bond to the latest Termination Date as of the Extension Effective Date, each of which amendment or replacement bond shall be duly issued and delivered by a duly authorized officer of the Borrower and duly authenticated by the Indenture Trustee; and (ii) the Borrower shall have delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (A) the resolutions of the Borrower authorizing such extension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such extension (and, if applicable, such amendment or replacement of General and Refunding Mortgage Bonds), certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (B) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such amendment or replacement of General and Refunding Mortgage Bonds) and (C) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit under Section 3.02 are satisfied. On each Extension Effective Date, each Declining Lender being replaced by the Borrower pursuant to Section 2.06(b) shall have received payment in full of the principal amount of all Loans outstanding owing to such Declining Lender and all interest thereon and all fees and other amounts (including, without limitation, any amounts payable pursuant to Section 8.04(c)) payable to such Declining Lender accrued through such Extension Effective Date. Promptly following such Extension Effective Date, the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in the Lenders, the Commitments and each Lender’s Commitment Percentage as of such Extension Effective Date.

(d)Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date; provided that (i) the Borrower and the Administrative Agent may appoint a replacement for such resigning LC Issuing Bank, as the case may be, and (ii) whether such replacement is appointed shall not otherwise affect the extension of the Termination Date.

SECTION 2.07. Increase of the Commitments.

(a)The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $100,000,000200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignee, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”).

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(b)The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the conditions precedent that

(i) unless the Collateral Release has occurred, the Borrower shall have issued to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (ii) the Borrower shall have delivered to the Administrative Agent (A) the resolutions of the Borrower authorizing such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds), certified as being in effect as of the effective date of such additional Commitments, (B) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such new issuance of General and Refunding Mortgage Bonds) and (C) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date.

(c)Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.

(d)Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time. The Loans made or Letters

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of Credit issued in respect of any Commitment increase pursuant to this Section 2.07 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement.

SECTION 2.08. Termination or Reduction of the Commitments.

(a)The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of

$10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $150,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied.

(b)The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender.

(c)The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06.

(d)Once terminated, a Commitment or any portion thereof may not be reinstated.

SECTION 2.09. Repayment of Loans.

(a)The Borrower shall repay to the Administrative Agent for the account of each Lender on the Termination Date applicable to such Lender the aggregate principal amount of the Revolving Loans made to the Borrower by such Lender then outstanding. Without limiting the foregoing, the Borrower shall also repay (to the Administrative Agent for the account of the Lenders) Revolving Loans to the extent and at the time required pursuant to the terms of any applicable Governmental Approval relating to the Borrower’s ability to incur Debt.

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(b)If at any time the aggregate principal amount of Outstanding Credits exceeds the Commitments, the Borrower shall pay or prepay so much of the Borrowings and/or Cash Collateralize the LC Outstandings as shall be necessary in order that the Outstanding Credits minus the principal amount of Cash Collateral securing the LC Outstandings will not exceed the Commitments.

SECTION 2.10. Evidence of Indebtedness.

(a)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(b)The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

(c)The entries made in the accounts maintained pursuant to subsections (a) and (b) of this Section 2.10 shall, to the extent permitted by Applicable Law, be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans and interest thereon in accordance with their terms.

(d)Any Lender may request that any Loans made by it be evidenced by one or more promissory notes. In such event, the Borrower shall prepare, execute and deliver to such Lender one or more promissory notes payable to such Lender (or, if requested by such Lender, to such Lender and its assignees) and in a form reasonably satisfactory to the Administrative Agent. Thereafter, the Loans evidenced by such promissory notes and interest thereon shall at all times (including after assignment pursuant to Section 8.07) be represented by one or more promissory notes in such form payable to the payee named therein.

SECTION 2.11. Interest on Loans.

The Borrower shall pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount shall be paid in full, at the following rates per annum:

(a)Base Rate Loans. During such periods as such Loan is a Base Rate Revolving Loan, a rate per annum equal at all times to the sum of (x) the Base Rate plus (y) the Applicable Margin for Base Rate Loans in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Base Rate Loan shall be Converted or paid in full.

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(b)SOFR Rate Revolving Loans. During such periods as such Revolving Loan is a SOFR Rate Revolving Loan, a rate per annum equal at all times during each Interest Period for such Revolving Loan to the sum of (x) Adjusted Term SOFR for such Interest Period for such Revolving Loan plus (y) the Applicable Margin for SOFR Rate Revolving Loans in effect from time to time, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such SOFR Rate Revolving Loan shall be Converted or paid in full.

SECTION 2.12. Interest Rate Determination.

(a)Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.12, if:

(i)the Administrative Agent determines (which determination shall be conclusive absent manifest error) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR or Term SOFR (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period; or

(ii)the Administrative Agent is advised by the Required Lenders that prior to the commencement of any Interest Period for a Term Benchmark Borrowing, Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Borrowing in accordance with the terms of Section 2.02, any Notice of Borrowing that requests a Term Benchmark Revolving Borrowing shall instead be deemed to be a Notice of Borrowing for a Base Rate Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.12(a), then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Borrowing in accordance with the terms of Section 2.02, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan.

(b)Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a

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Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause

(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(c)Notwithstanding anything to the contrary herein or in any other Loan Document, in connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(d)The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.12, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.12.

(e)Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either

(A) is subsequently displayed on a screen or information service for a Benchmark (including a

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Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(f)Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to a Base Rate Borrowing. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.12, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan.

SECTION 2.13. Conversion of Revolving Loans.

(a)Voluntary. The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 12:00 noon (New York City Time) on the third U.S. Government Securities Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.12 and 2.16, Convert all or any part of Revolving Loans of one Type comprising the same Borrowing into Revolving Loans of the other Type or of the same Type but having a new Interest Period; provided, however, that any Conversion of SOFR Rate Revolving Loans into Base Rate Revolving Loans shall be made only on the last day of an Interest Period for such SOFR Rate Revolving Loans, any Conversion of Base Rate Revolving Loans into SOFR Rate Revolving Loans shall be in an amount not less than the minimum amount specified in Section 2.02(b) and no Conversion of any Revolving Loans shall result in more separate Borrowings than permitted under Section 2.02(b). Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Revolving Loans to be Converted, and (iii) if such Conversion is into SOFR Rate Revolving Loans, the duration of the initial Interest Period for each such Revolving Loan. Each notice of Conversion shall be irrevocable and binding on the Borrower.

(b)Mandatory.

(i)If the Borrower shall fail to select the Type of any Revolving Loan or the duration of any Interest Period for any Borrowing comprising SOFR Rate Revolving Loans in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and Section 2.13(a), or if any proposed Conversion of a Borrowing that is to comprise SOFR Rate Revolving Loans upon Conversion shall not occur as a result of

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the circumstances described in subsection (c) below, or if an Event of Default has occurred and is continuing and SOFR Rate Revolving Loans are outstanding, the Administrative Agent will forthwith so notify the Borrower and the Lenders, and (i) such Revolving Loans will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Loans and (ii) the obligation of the Lenders to make, or to Convert Revolving Loans into, SOFR Rate Revolving Loans shall be suspended.

(ii)On the date on which the aggregate unpaid principal amount of SOFR Rate Revolving Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Revolving Loans shall automatically Convert into Base Rate Revolving Loans.

(c)Failure to Convert. Each notice of Conversion given pursuant to subsection (a) above shall be irrevocable and binding on the Borrower. In the case of any Borrowing that is to comprise SOFR Rate Revolving Loans upon Conversion, the Borrower agrees to indemnify each Lender against any loss, cost or expense incurred by such Lender if, as a result of the failure of the Borrower to satisfy any condition to such Conversion (including, without limitation, the occurrence of any Default), such Conversion does not occur. The Borrower’s obligations under this subsection (c) shall survive the repayment of all Obligations and the termination of the Commitments.

(d)Limitation on Certain Conversions. Notwithstanding any other provision of this Agreement to the contrary, the Borrower may not borrow Revolving Loans at Adjusted Term SOFR or Convert Revolving Loans resulting in SOFR Rate Revolving Loans at any time an Event of Default has occurred and is continuing.

SECTION 2.14. Optional Prepayments of Loans.

The Borrower may prepay Loans, (i) upon at least two U.S. Government Securities Business Days’ notice, in the case of SOFR Rate Revolving Loans, and (ii) upon notice not later than 12:00 noon (New York City Time) on the date of prepayment, in the case of Base Rate Revolving Loans, to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and, if such notice is given, the Borrower shall prepay the outstanding principal amount of the Loans comprising part of the same Borrowing in whole or ratably in part, without penalty, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $100,000 in excess thereof and (y) in the event of any such prepayment of a Adjusted Term SOFR Loan, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c).

SECTION 2.15. Increased Costs.

(a)Increased Costs Generally. If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, assessment, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender

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(except any reserve requirement reflected in Adjusted Term SOFR) or any LC Issuing Bank;

(ii)other than (A) Indemnified Taxes and (B) Excluded Taxes, subject any Recipient to any Taxes on, or change the basis of taxation of payments to any Recipient in respect of, its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)impose on any Lender or any LC Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such LC Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, LC Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon the good faith request of such Lender, LC Issuing Bank or other Recipient, the Borrower will pay to such Lender, LC Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, LC Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b)Capital Requirements. If any Lender or LC Issuing Bank determines that any Change in Law affecting such Lender or LC Issuing Bank or any lending office of such Lender or such Lender’s or LC Issuing Bank’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or LC Issuing Bank’s capital or on the capital of such Lender’s or LC Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by any LC Issuing Bank, to a level below that which such Lender or LC Issuing Bank or such Lender’s or LC Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or LC Issuing Bank’s policies and the policies of such Lender’s or LC Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or LC Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or LC Issuing Bank or such Lender’s or LC Issuing Bank’s holding company for any such reduction suffered.

(c)Certificates for Reimbursement. A certificate of a Lender or LC Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or LC Issuing Bank or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender or LC Issuing Bank, as the case may be, promptly upon demand the amount shown as due on any such certificate.

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(d)Delay in Requests. Failure or delay on the part of any Lender or LC Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or LC Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or LC Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender or LC Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or LC Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 2.16. Illegality.

If due to any Change in Law it shall become unlawful or impossible for any Lender (or its Lending Office) to make, maintain or fund its SOFR Rate Revolving Loans, and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon, until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make SOFR Rate Revolving Loans, or to Convert outstanding Revolving Loans into SOFR Rate Revolving Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 2.16, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions applicable to such Lender) to designate a different Lending Office if such designation would avoid the need for giving such notice and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each SOFR Rate Revolving Loan of such Lender then outstanding shall be converted to a Base Rate Revolving Loan either

(i)on the last day of the then current Interest Period applicable to such SOFR Rate Revolving Loan if such Lender may lawfully continue to maintain and fund such Revolving Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Revolving Loan to such day.

SECTION 2.17. Payments and Computations.

(a)The Borrower shall make each payment to be made by it hereunder not later than 1:00 P.M. (New York City Time) on the day when due in Dollars to the Administrative Agent at the Agent’s Account in same day funds without condition or deduction for any counterclaim, defense, recoupment or setoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c)) to the Lenders for the account of its Lending Office to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

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(b)The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, after any applicable grace period, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due.

(c)All computations of interest based on the rate referred to in clause (i) of the definition of the “Base Rate” contained in Section 1.01 shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on Adjusted Term SOFR, the Federal Funds Effective Rate, NYFRB Rate or the rate referred to in clause (iii) of the definition of the “Base Rate” and of commitment fees and LC Fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commitment fees or LC Fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

(d)Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of SOFR Rate Revolving Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. Notwithstanding anything to the contrary contained herein, if the Termination Date shall occur on a date other than a Business Day, the Borrower shall repay to the Administrative Agent for the account of each Lender on the next preceding Business Day prior to the Termination Date the aggregate principal amount of the Revolving Loans made to the Borrower by the Lenders then outstanding.

(e)Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to a Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate.

(f)Notwithstanding anything to the contrary set forth in subsection (a) above or Section 2.04(d), the Borrower may pay, or cause to be paid pursuant to the applicable Related Documents, the Reimbursement Amount with respect to any drawing under a Bond Letter of Credit directly to the LC Issuing Bank that issued such Bond Letter of Credit. Upon receipt of any such payment, such LC Issuing Bank will promptly (i) (A) apply such payment to that portion of such Reimbursement Amount participations in which have not been funded by the Lenders under Section 2.04(e) and (B) remit the balance of such payment to the Administrative

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Agent for further payment to the Lenders that have funded participations in such Reimbursement Amount pursuant to Section 2.04(e), or (ii) if such Reimbursement Amount has been financed with Borrowings, remit such payment to the Administrative Agent, which will apply such payment to the prepayment of Borrowings in a principal amount equal to the principal amount of such Reimbursement Amount so financed. The Administrative Agent shall select the Borrowings to be prepaid pursuant to clause (ii) above in a manner that will mitigate, to the extent practical, the Borrower’s obligations under Section 8.04(c) with respect to such prepayment.

SECTION 2.18. Taxes.

(a)Defined Terms. For purposes of this Section 2.18 and for the avoidance of doubt, the term “Lender” includes any LC Issuing Bank and the term “Applicable Law” includes FATCA.

(b)Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c)Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d)Indemnification by the Borrower. The Borrower shall indemnify each Recipient, within 30 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 30 days after demand therefor, for any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so). Each Lender shall severally indemnify the Administrative Agent and the

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Borrower, within 30 days after demand therefor, for (i) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 8.07(d) relating to the maintenance of a Participant Register and (ii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or the Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent or the Borrower shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent or the Borrower to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent or the Borrower to the Lender from any other source against any amount due to the Administrative Agent or the Borrower under this subsection (e).

(f)Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 2.18, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g)Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.18(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)Without limiting the generality of the foregoing,

(A)any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), an executed IRS Form W-9 certifying that such Lender is exempt from

U.S. federal backup withholding tax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a

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Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(i)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, an executed IRS Form W-8BEN-E or IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, an executed IRS Form W-8BEN-E or IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii)an executed IRS Form W-8ECI;

(iii)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) an executed IRS Form W-8BEN-E or IRS Form W-8BEN; or

(iv)to the extent a Foreign Lender is not the beneficial owner, an executed IRS Form W-8IMY, accompanied by an executed IRS Form W-8ECI, IRS Form W-8BEN-E or IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

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(D)if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(h)Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.18 (including by the payment of additional amounts pursuant to this Section 2.18), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this subsection (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this subsection (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i)Survival. Each party’s obligations under this Section 2.18 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all Obligations.

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SECTION 2.19. Sharing of Payments, Etc.

If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Commitment Percentage thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that:

(A)if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(B)the provisions of this Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender and any payment made pursuant to Section 2.02(c), 2.06, 2.11(c), 2.13(c), 2.15, 2.18, 2.21 or 8.04(c) or, in respect of SOFR Rate Revolving Loans converted into Base Rate Revolving Loans, pursuant to Section 2.16), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

SECTION 2.20. Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office. If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.18, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

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(b)Replacement of Lenders. If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18 and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with subsection (a) above, or if any Lender is a Declining Lender, a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 8.07), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or Section 2.18) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if such Lender accepts such assignment); provided that:

(i)the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 8.07(b)(iv);

(ii)such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 8.04(c)) from the assignee (to the extent of such outstanding principal amounts and accrued interest and fees) or the Borrower (in the case of all other amounts);

(iii)in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.18, such assignment will result in a reduction in such compensation or payments thereafter;

(iv)such assignment shall not conflict with Applicable Law;

(v)in the case of any assignment resulting from a Lender becoming a Declining Lender or a Non-Consenting Lender, the applicable assignee shall have consented to the applicable extension, amendment, waiver or consent; and

(vi)No Default shall have occurred and be continuing.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 2.21. Defaulting Lenders.

(a)Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

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(i)Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and in Section 8.01.

(ii)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 6.01 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 8.05 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any LC Issuing Bank hereunder; third, to Cash Collateralize the LC Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.22; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order (x) to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) to Cash Collateralize the LC Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.22; sixth, to the payment of any amounts owing to the Lenders or the LC Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the LC Issuing Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Outstandings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Outstandings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Outstandings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Outstandings are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.21(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)Certain Fees. (A) No Defaulting Lender shall be entitled to receive any commitment fee for any period during which that Lender is a Defaulting Lender (and the

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Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B)Each Defaulting Lender shall be entitled to receive LC Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Commitment Percentage of the LC Outstandings for which it has provided Cash Collateral pursuant to Section 2.22.

(C)With respect to any LC Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such LC Fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in LC Outstandings that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each LC Issuing Bank, as applicable, the amount of any such LC Fee otherwise payable to such Defaulting Lender to the extent allocable to such LC Issuing Bank’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such LC Fee.

(iv)Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in LC Outstandings shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Commitment Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) such reallocation does not cause the aggregate Outstanding Credits of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment and (y) such reallocation does not cause the aggregate Outstanding Credits of all Non-Defaulting Lenders to exceed the Commitments of all Non-Defaulting Lenders. Subject to Section 8.16, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v)Reduction of Available Commitments. The Borrower may terminate the Available Commitment of any Lender that is a Defaulting Lender in accordance with Section 2.08(b).

(b)Defaulting Lender Cure. If the Borrower, the Administrative Agent and each LC Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in LC Outstandings to be held pro rata by the Lenders in accordance with the Commitments (without giving effect to Section 2.21(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that

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Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed in writing by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c)New Letters of Credit. So long as any Lender is a Defaulting Lender, no LC Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

(d)Bankruptcy Event or Bail-In Action of a Parent Company. If (i) a Bankruptcy Event or Bail-In Action with respect to a direct or indirect parent company of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) any LC Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, no LC Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit, unless such LC Issuing Bank shall have entered into arrangements with the Borrower or such Lender, satisfactory to such LC Issuing Bank to defease any risk to it in respect of such Lender hereunder.

SECTION 2.22. Cash Collateral.

At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or any LC Issuing Bank (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the LC Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.21(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(i)Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the LC Issuing Banks, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of LC Outstandings, to be applied pursuant to paragraph (ii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the LC Issuing Banks as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(ii)Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.22 or Section 2.21 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of LC Outstandings (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for

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which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(iii)Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce any LC Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.22 following (A) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (B) the determination by the Administrative Agent and each LC Issuing Bank that there exists excess Cash Collateral; provided that, subject to Section 2.21, the Person providing Cash Collateral and each LC Issuing Bank may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations.

ARTICLE III CONDITIONS PRECEDENT

SECTION 3.01. Conditions Precedent to Effectiveness.

The obligation of each Lender and each LC Issuing Bank to make the initial Extension of Credit to be made by it hereunder shall become effective on and as of the first date on which the following conditions precedent have been satisfied:

(a)The Administrative Agent shall have received on or before such date of effectiveness the following, each dated such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below and the General and Refunding Mortgage Bond described in paragraph

(viii)below) for each Lender and each LC Issuing Bank:

(i)A fully executed version of this Agreement and the other Loan Documents;

(ii)Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower.

(iii)(A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Nevada as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Nevada (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.

(iv)Certified copies of the resolutions of the board of directors of the Borrower approving this Agreement and the other Loan Documents and of all documents evidencing other necessary corporate action and Governmental Approvals required for the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents.

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(v)A certificate of the Secretary or Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder, and (B) that attached thereto are true and correct copies of the bylaws of the Borrower as in effect on such date.

(vi)A favorable opinion of in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.

(vii)A favorable opinion of special New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.

(viii) an Officer’s Certificate pursuant to the authority granted in the Board Resolutions of the Borrower dated as of June 30, 2021, the General and Refunding Mortgage Indenture and the General and Refunding Mortgage Bond, certifying that (A) the Termination Date was extended to June 30, 2024 pursuant to and in accordance with the terms of this Agreement, including any requirements for approval by the lenders under this Agreement, (B) to such Authorized Officer’s knowledge, no Event of Default has occurred and is continuing or would result from the amendment and restatement of the Existing Credit Agreement, and (C) such Authorized Officer has read all of the covenants and conditions contained in the Indenture, and the definitions in the General and Refunding Mortgage Indenture relating thereto, relating to the issuance of the General and Refunding Mortgage Bond and in respect of compliance with which such Officer’s Certificate is made.

(b)On such date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated such date, stating that:

(i)The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and

(ii)No event has occurred and is continuing that constitutes a Default.

(c)The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, the Joint Lead Arrangers and the Lenders payable on the date hereof (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable).

(d)The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders reasonably in advance of the date hereof.

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(e)The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuing Bank shall have reasonably requested through the Administrative Agent reasonably in advance of the date hereof.

SECTION 3.02. Conditions Precedent to each Extension of Credit.

The obligation of each Lender and each LC Issuing Bank to make each Extension of Credit to be made by it hereunder (other than in connection with any Borrowing that would not increase the aggregate principal amount of Loans outstanding immediately prior to the making of such Borrowing) shall be subject to the following statements being true on the date of such Borrowing (and each of the giving of the applicable Notice of Borrowing or Request for Issuance and the acceptance by the Borrower of the proceeds of any such Extension of Credit shall constitute a representation and warranty by the Borrower that on the date of such Extension of Credit such statements are true):

(i)The representations and warranties of the Borrower contained in Section

4.01 (other than the representations and warranties in the first sentence of Section 4.01(g), in Section 4.01(i) and in the first sentence of Section 4.01(n)) are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date, and

(ii)No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that constitutes a Default.

SECTION 3.03. Conditions Precedent to Issuance of Each Bond Letter of Credit.

The obligation of each LC Issuing Bank to issue any Bond Letter of Credit in connection with any series of Bonds shall be subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 and the further conditions precedent that:

(a)The Administrative Agent shall have received on or before the date of such issuance the following, in form and substance reasonably satisfactory to the Administrative Agent and the applicable LC Issuing Bank and, to the extent requested by the Administrative Agent, in sufficient copies for each Lender:

(i)Counterparts of any Pledge Agreement relating to such Bonds, duly executed by the Borrower, the Administrative Agent and the applicable Custodian, or other evidence that the Bonds purchased with the proceeds of such Bond Letter of Credit will be effectively pledged to or held for the benefit of such LC Issuing Bank and the Lenders, and that a separate CUSIP number has been assigned to such Bonds.

(ii)Certified copies or originals of the other applicable Related Documents (which, in the case of the applicable Bonds, may be a specimen of such Bonds).

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(iii)Certified copies of the resolutions of the board of directors of the Borrower approving the Related Documents to which the Borrower is a party in connection with such Bond Letter of Credit, and of all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the transactions contemplated by such Related Documents.

(iv)A certificate of the Secretary or Assistant Secretary of the Borrower certifying the names and true signatures of the Borrower authorized to sign the Related Documents to which the Borrower is a party in connection with such Bond Letter of Credit and the other documents to be delivered by the Borrower hereunder in connection with the issuance of such Bond Letter of Credit.

(v)A copy of the Official Statement, if any, relating to the Bonds to be supported by such Bond Letter of Credit.

(vi)A certificate of an authorized officer of the applicable Custodian certifying the names, true signatures and incumbency of the officers of such Custodian authorized to sign the applicable Pledge Agreement.

(vii)A certificate of an authorized officer of the applicable Bond Trustee certifying the names, true signatures and incumbency of the officers of such Bond Trustee authorized to make drawings under such Bond Letter of Credit.

(viii) A favorable opinion of counsel to the Borrower with respect to the Related Documents to which the Borrower is a party.

(ix)A reliance letter from bond counsel relating to the Bonds to be supported by such Bond Letter of Credit permitting the Lenders to rely on the approving opinion of bond counsel with respect to such Bonds.

(x)The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuing Bank shall have reasonably requested through the Administrative Agent reasonably in advance of the date hereof.

(b)On the date of such issuance, the following statements shall be true and correct, and the Administrative Agent shall have received on or before such date for the account of the applicable LC Issuing Bank and each Lender a certificate signed by a duly authorized officer of the Borrower, dated such date, stating that the following representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers) on and as of such date, as though made on and as of such date:

(i)The execution, delivery and performance by the Borrower of each Related Document to which the Borrower is a party in connection with such Bond Letter of Credit, and the consummation of the transactions contemplated thereby, are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and shareholder action. Each Related Document to which the Borrower is stated to be a

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party in connection with such Bond Letter of Credit has been duly executed and delivered by the Borrower.

(ii)No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of any Related Document to which the Borrower is a party in connection with such Bond Letter of Credit, other than such authorizations, approvals, actions, notices and filings that have been obtained or made (as applicable) prior to such date.

(iii)The execution, delivery and performance by the Borrower of each Related Document to which the Borrower is a party in connection with such Bond Letter of Credit will not (A) violate (x) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (y) any Applicable Law,

(B)be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound, or

(C)result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and Liens required under this Agreement, except to the extent such conflict, breach or default referred to in the preceding clause (B), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(iv)Each Related Document to which the Borrower is a party in connection with such Bond Letter of Credit is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms.

(v)The representations and warranties of the Borrower in the Related Documents to which the Borrower is a party in connection with such Bond Letter of Credit are true and correct in all material respects (without duplication of any materiality qualifiers).

ARTICLE IV REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrower.

The Borrower represents and warrants as follows:

(a)The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is duly qualified to do business and is in good standing as a foreign corporation under the laws of each state in which the ownership of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect, and each Material Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or otherwise organized.

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(b)The execution, delivery and performance by the Borrower of each Loan Document, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate action. Each Loan Document has been duly executed and delivered by the Borrower.

(c)No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document, other than such Governmental Approvals that have been duly obtained and are in full force and effect, which as of the date hereof are as follows: Order issued January 25, 2022 by the PUCN in Docket No. 21-10027.

(d)The execution, delivery and performance by Borrower of the Loan Documents will not (i) violate (A) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound or (iii) result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and Liens required under this Agreement, except to the extent such conflict, breach or default referred to in the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(e)Each Loan Document is the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by bankruptcy and similar laws affecting the enforcement of creditors’ rights generally and by the application of general equitable principles.

(f)The Borrower and each Material Subsidiary are in compliance with all Applicable Laws (including Environmental Laws), except to the extent that failure to comply would not reasonably be expected to have a Material Adverse Effect.

(g)There is no action, suit, proceeding, claim or dispute pending or, to the Borrower’s knowledge, threatened against or affecting the Borrower or any of its Material Subsidiaries, or any of its or their respective properties or assets, before any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. There is no injunction, writ, preliminary restraining order or any other order of any nature issued by any Governmental Authority directing that any material aspect of the transactions expressly provided for in any of the Loan Documents not be consummated as herein or therein provided.

(h)The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 2021, and the related consolidated statements of income, cash flows and stockholders’ equity for the fiscal year ended on such date, certified by Deloitte & Touche LLP, copies of which have heretofore been furnished to the Administrative Agent and each Lender, present fairly in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal year then ended. All such financial statements, including the related schedules and

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notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as may be disclosed therein).

(i)Since December 31, 2021, no event has occurred that could reasonably be expected to have a Material Adverse Effect.

(j)The Borrower and each Material Subsidiary have filed or caused to be filed all

U.S. Federal and other material tax returns that are required by Applicable Law to be filed, and have paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property; other than (i) with respect to taxes the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or the applicable Material Subsidiary, as the case may be, or (ii) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

(k)No ERISA Event has occurred other than as would not, either individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. There are no actions, suits or claims pending against or involving a Pension Plan (other than routine claims for benefits) or, to the knowledge of the Borrower or any of its ERISA Affiliates, threatened, that would reasonably be expected to be asserted successfully against any Pension Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. No lien imposed under the Internal Revenue Code or ERISA on the assets of the Borrower or any of its ERISA Affiliates exists or is likely to arise with respect to any Pension Plan. The Borrower and each of its Subsidiaries have complied with foreign law applicable to its Foreign Plans, except to the extent that failure to comply would not reasonably be expected to have a Material Adverse Effect.

(l)The Borrower is not engaged in the business of extending credit for the purpose of buying or carrying Margin Stock, and no proceeds of any Loan will be used to extend credit to others for the purpose of buying or carrying any Margin Stock. Following the application of the proceeds of any Extension of Credit, not more than 25% of the value of the assets of the Borrower and the Material Subsidiaries that are subject to the restrictions of Section 5.02(a) or

(c)constitute Margin Stock.

(m)Neither the Borrower nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

(n)There are no claims, liabilities, investigations, litigation, notices of violation or liability, administrative proceedings, judgments or orders, whether asserted, pending or threatened, relating to any liability under or compliance with any applicable Environmental Law, against the Borrower or any Material Subsidiary or relating to any real property currently or formerly owned, leased or operated by the Borrower or any Material Subsidiary, that would reasonably be expected to have a Material Adverse Effect. No Hazardous Materials have been or are present or are being spilled, discharged or released on, in, under or from property (real, personal or mixed) currently or formerly owned, leased or operated by the Borrower or any Material Subsidiary in any quantity or manner violating, or resulting in liability under, any

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applicable Environmental Law, which violation or liability would reasonably be expected to have a Material Adverse Effect.

(o)No written statement or information furnished by or on behalf of the Borrower to the Administrative Agent, any Lender or any LC Issuing Bank in connection with the syndication or negotiation of this Agreement or delivered pursuant hereto, in each case as of the date such statement or information is made or delivered, as applicable, contained or contains, any material misstatement of fact or intentionally omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are, or will be made, not misleading.

(p)Each Material Subsidiary as of the date hereof is set forth on Schedule III.

(q)The Borrower has implemented and maintains in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, to the knowledge of the Borrower, their respective officers, directors and employees and their respective agents that will act in any capacity in connection with or benefit from the credit facility established hereby, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Borrower or any Subsidiary is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

(r)At all times prior to the Collateral Release, the General and Refunding Mortgage Indenture is effective to create in favor of the Indenture Trustee, for the ratable benefit of all Holders of Securities (as defined in the General and Refunding Mortgage Indenture), a legal, valid, binding, subsisting and enforceable Lien on and security interest in the Mortgaged Property and the proceeds thereof, subject to applicable Debtor Relief Laws, and such Lien constitutes a fully perfected Lien on, and security interest in, all right title and interest of the grantors thereof in such Mortgaged Property and the proceeds thereof, in each case prior to and superior in right to any other Person subject only to Permitted Liens (as defined in the General and Refunding Mortgage Indenture).

(s)At all times prior to the Collateral Release, the General and Refunding Mortgage Bonds, when executed by the Borrower and authenticated by the Indenture Trustee in accordance with the General and Refunding Mortgage Indenture and delivered to the Administrative Agent in accordance with the terms hereof, will constitute valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms, except as the enforceability thereof may be limited by applicable Debtor Relief Laws. At all times prior to the Collateral Release, the Borrower has all requisite corporate power and authority to issue and deliver the General and Refunding Mortgage Bonds in accordance with and upon the terms and conditions set forth herein.

(t)At all times prior to the Collateral Release, the General and Refunding Mortgage Bonds secure the Obligations of the Borrower hereunder, have been duly and validly issued and are entitled to the security and benefits of the General and Refunding Mortgage Indenture. At all times prior to the Collateral Release, the General and Refunding Mortgage Bonds are secured

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equally and ratably with, and only with, all other Securities (as defined in the General and Refunding Mortgage Indenture) issued and outstanding under the General and Refunding Mortgage Indenture.

ARTICLE V COVENANTS OF THE BORROWER

SECTION 5.01. Affirmative Covenants.

So long as any Loan or any other amount payable hereunder shall remain unpaid, any Letter of Credit shall remain outstanding or any Lender shall have any Commitment hereunder, the Borrower will:

(a)Payment of Taxes, Etc. Pay and discharge, and cause each Material Subsidiary to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or its property, and (ii) all lawful claims that, if unpaid, would by Applicable Law become a Lien upon its property, in each case, except to the extent that the failure to pay and discharge such amounts, either singly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; provided, however, that neither the Borrower nor any Material Subsidiary shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which adequate reserves are being maintained in accordance with GAAP.

(b)Preservation of Existence, Etc. Preserve and maintain, and cause each Material Subsidiary to preserve and maintain, its corporate, partnership or limited liability company (as the case may be) existence and all rights (charter and statutory) and franchises, except to the extent the failure to maintain such rights and franchises would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and any Material Subsidiary may consummate any merger or consolidation permitted under Section 5.02(b).

(c)Compliance with Laws, Etc. Comply, and cause each Material Subsidiary to comply with Applicable Law (with such compliance to include, without limitation, compliance with Environmental Laws, the Patriot Act, Anti-Corruption Laws and Sanctions), except to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect.

(d)Inspection Rights. At any reasonable time and from time to time, permit the Administrative Agent, any LC Issuing Bank or any Lender or any designated agents or representatives thereof, at all reasonable times and to the extent permitted by Applicable Law, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and any Material Subsidiary and to discuss the affairs, finances and accounts of the Borrower and any Material Subsidiary with any of their officers or directors and with their independent certified public accountants (at which discussion, if the Borrower or such Material Subsidiary so requests, a representative of the Borrower or such Material Subsidiary shall be permitted to be present, and if such accountants should require that a representative of the Borrower be present, the Borrower agrees to provide a representative to attend such discussion); provided that (i) such designated agents or representatives shall agree to any reasonable confidentiality obligations proposed by the Borrower and shall follow the guidelines

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and procedures generally imposed upon like visitors to the Borrower’s facilities, and (ii) unless an Event of Default shall have occurred and be continuing, such visits and inspections shall occur not more than once in any fiscal quarter.

(e)Keeping of Books. Keep, and cause each Material Subsidiary to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower and each such Material Subsidiary in accordance with GAAP.

(f)Maintenance of Properties, Etc. Maintain and preserve, and cause each Material Subsidiary to maintain and preserve, all of its properties that are material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

(g)Maintenance of Insurance. Maintain, and cause each Material Subsidiary to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which Borrower or any of its Material Subsidiaries operates to the extent available on commercially reasonable terms (the “Industry Standard”); provided, however, that the Borrower and each Material Subsidiary may self-insure to the same extent as other companies engaged in similar businesses and owning similar properties and to the extent consistent with prudent business practice; and provided, further, that if the Industry Standard is such that the insurance coverage then being maintained by Borrower and its Material Subsidiaries is below the Industry Standard, Borrower shall only be required to use its reasonable best efforts to obtain the necessary insurance coverage such that its and its Material Subsidiaries’ insurance coverage equals or is greater than the Industry Standard.

(h)Reporting Requirements. Furnish to the Lenders:

(i)within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a copy of the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by the chief financial officer, chief accounting officer, treasurer or assistant treasurer of the Borrower as having been prepared in accordance with generally accepted accounting principles and a certificate of the chief financial officer, chief accounting officer, treasurer or assistant treasurer of the Borrower as to compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP in effect on the date hereof;

(ii)within 120 days after the end of each fiscal year of the Borrower, a copy of the annual audit report for such year for the Borrower and its Consolidated

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Subsidiaries, containing a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for such fiscal year, in each case accompanied by an opinion by Deloitte & Touche LLP or other independent public accountants of nationally recognized standing, and a certificate of the chief financial officer, chief accounting officer, treasurer or assistant treasurer of the Borrower as to compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP in effect on the date hereof;

(iii)within five days after the chief financial officer or treasurer of the Borrower obtains knowledge of the occurrence of any Default, a statement of the chief financial officer or treasurer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto;

(iv)within ten Business Days after the Borrower or any of its ERISA Affiliates knows or has reason to know that (A) the Borrower or any of its ERISA Affiliates has failed to comply with ERISA or the related provisions of the Internal Revenue Code with respect to any Pension Plan, and such noncompliance will, or could reasonably be expected to, result in material liability to the Borrower or its Subsidiaries, and/or (B) any ERISA Event (other than an ERISA Event as defined in clause (vi) of the definition of “ERISA Event”) has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and all notices received by the Borrower or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto;

(v) promptly after the commencement thereof, notice of all actions and proceedings before, and orders by, any Governmental Authority affecting the Borrower or any Material Subsidiary of the type described in Section 4.01(g);

(vi) together with the financial statements delivered in paragraphs (i) and (ii) of this Section 5.01(h), if Schedule III shall no longer set forth a complete and correct list of all Material Subsidiaries as of the last date of the period for which such financial statements were prepared, an updated Schedule III setting forth all Material Subsidiaries as of the last date of such period for which such financial statements have been prepared;

(vii) promptly upon any amendment or modification to the General and Refunding Mortgage Indenture at any time prior to the Collateral Release, notice of such amendment or modification;

(viii) promptly upon any change in the S&P Rating or Moody’s Rating, notice of such change;

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(ix)if requested by the Administrative Agent or any Lender, an updated Beneficial Ownership Certification to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, reflecting any change in the information provided in any Beneficial Ownership Certification delivered to the Administrative Agent or any Lender that would result in a change to the list of beneficial owners of the Borrower;

(x)promptly upon the occurrence of a Reportable Compliance Event, notice of such occurrence; and

(xi)such other information respecting the Borrower or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request.

If the financial statements required to be delivered pursuant to Section 5.01(h)(i) or 5.01(h)(ii) are included in any Form 10-K or 10-Q filed by the Borrower, the Borrower’s obligation to deliver such documents or information to the Administrative Agent shall be deemed to be satisfied upon (x) delivery of a copy of the relevant form to the Administrative Agent within the time period required by such Section or (y) the relevant form being available on EDGAR and the delivery of a notice to the Administrative Agent (which notice may be delivered by electronic mail and/or included in the applicable compliance certificate delivered pursuant to Section 5.01(h)(i) or 5.01(h)(ii)) that such form is so available, in each case within the time period required by such Section.

(i)Use of Proceeds. Use the proceeds of the Borrowings and the Letters of Credit for working capital and other general corporate purposes.

(j)Control of Purchased Bonds. So long as any Bond Letter of Credit shall remain outstanding, cause each Bond purchased with the proceeds of such Bond Letter of Credit to be subject to the Lien of an applicable Pledge Agreement or otherwise registered in the name of the applicable LC Issuing Bank, the Administrative Agent or any nominee of such LC Issuing Bank or of the Administrative Agent pending the remarketing of such Bonds pursuant to the applicable Remarketing Agreement and the other applicable Related Documents.

SECTION 5.02. Negative Covenants.

So long as any Loan or any other amount payable hereunder shall remain unpaid, any Letter of Credit shall remain outstanding or any Lender shall have any Commitment hereunder, the Borrower agrees that it will not:

(a)Liens, Etc. Create or suffer to exist, or cause or permit any Material Subsidiary to create or suffer to exist, any Lien on or with respect to any of its properties, including, without limitation, equity interests held by such Person in any Subsidiary of such Person, whether now owned or hereafter acquired, other than (i) Permitted Liens; (ii) Liens created under Section 2.22 or 6.02; (iii) Liens created by or pursuant to the General and Refunding Mortgage Indenture or by or pursuant to any other first mortgage indenture or similar agreement or instrument pursuant to which the Borrower or any of its Material Subsidiaries may issue bonds, notes or similar

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instruments secured by a lien on all or a substantial portion of its fixed assets; provided that under the terms of such other indenture or similar agreement or instrument (including any amendment, modification or supplement to the General and Refunding Mortgage Indenture and any Replacement Indenture) no “cross-default” or similar “event of default” (howsoever designated) in respect of any bonds, notes, or other instruments issued thereunder will be triggered by reference to a Default; (iv) Liens that constitute “Permitted Liens” as defined in the General and Refunding Mortgage Indenture as in effect on the Closing Date except for Liens permitted by clause (c) of such definition of “Permitted Liens” in the General and Refunding Mortgage Indenture as in effect on the Closing Date; (v) Liens in favor of the United States Department of Energy in connection with the Borrower’s smart grid assets purchased with a grant from the United States Department of Energy under the American Recovery and Reinvestment Act; and (vi) Liens, in addition to the foregoing, securing obligations not greater than the greater of (A) 7.5% of consolidated shareholders’ equity of all classes (whether common, preferred, mandatorily convertible preferred or preference) of the Borrower and (B)

$100,000,000.

(b)Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the successor entity (if other than the Borrower) (A) assumes, in form reasonably satisfactory to the Administrative Agent, all of the obligations of the Borrower under this Agreement, (B) is a corporation or limited liability company formed under the laws of the United States of America, one of the states thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in Section 5.03 both before and after giving effect to such proposed transaction (determined as if such proposed transaction had occurred on the last day of the most recent fiscal quarter period preceding the date of such proposed transaction for which financial statements have been delivered pursuant to Section 5.01(h)) and (D) has (1) prior to the Collateral Release, long-term senior secured debt ratings issued (and confirmed after giving effect to such merger) by S&P or Moody’s of at least BBB and Baa2, respectively, or (2) from and after the Collateral Release, long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P or Moody’s of at least BBB- and Baa3, respectively, or (3) if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and Moody’s of at least A-3 and P-3, respectively, (ii) if such proposed transaction will occur prior to the Collateral Release (A) such proposed transaction is permitted under the General and Refunding Mortgage Indenture and (B) after giving effect to such proposed transaction, the General and Refunding Mortgage Bonds continue to secure the Obligations to the same extent as required hereunder, and (iii) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom; provided, in each case of clause (i) where the successor entity is other than the Borrower, that the Administrative Agent shall have received, and be reasonably satisfied with, all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date of such proposed transaction. Without limiting the foregoing, the Borrower may merge with or into Nevada Power Company, subject to the conditions in the preceding clauses (i), (ii) and (iii), and provided that, unless the Collateral Release has occurred, the Borrower shall take such actions necessary to (x) ensure that the Obligations continue to be secured under the General and Refunding Mortgage Indenture (as in effect immediately prior to such merger) as required hereunder or (y) secure the Obligations under a replacement indenture

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or similar agreement or instrument (the “Replacement Indenture”) on a substantially similar basis as under the General and Refunding Mortgage Indenture (as in effect immediately prior to such merger) (and, if applicable, under the “General and Refunding Mortgage Indenture” (as defined in the NPC Credit Agreement)), which actions will include the issuance under the Replacement Indenture of bonds, notes or other instruments (collectively, the “Replacement Collateral”) to secure the Obligations on a substantially similar basis as under the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date (and, if applicable, under the “General and Refunding Mortgage Bond” (as defined in the NPC Credit Agreement)) and the delivery of related resolutions, Governmental Approvals and legal opinions for such transactions.

(c)Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of all or substantially all of its assets to any Person, or grant any option or other right to purchase, lease or otherwise acquire such assets, except that the Borrower may sell, lease, transfer or otherwise dispose of all or substantially all of its assets to any Person so long as the requirements set forth in Section 5.02(b) are satisfied as if such disposition were a merger or consolidation in which the Borrower is not the surviving entity.

(d)Use of Proceeds. Use the proceeds of any Extension of Credit to buy or carry Margin Stock in violation of the Margin Regulations.

(e)Optional Redemption of Bonds. So long as any Bond Letter of Credit shall remain outstanding, cause or permit delivery of a notice of an optional redemption or purchase of the applicable Bonds or of a change in the interest modes (other than to or from a mode in which interest is payable at a rate determined daily or weekly) on such Bonds resulting in a mandatory redemption or purchase of such Bonds under the applicable Bond Indenture, unless (i) the Borrower has deposited with the Administrative Agent, the applicable LC Issuing Bank or the applicable Bond Trustee an amount equal to the principal of, premium, if any, and interest on such Bonds on the date of such redemption or purchase, or (ii) any notice of such redemption or purchase or change in the applicable interest mode is conditional upon receipt by the applicable Bond Trustee or paying agent on or prior to the date fixed for the applicable redemption or purchase of funds (other than funds drawn under such Bond Letter of Credit) sufficient to pay the principal of, premium, if any, and interest on such Bonds on the date of such redemption or purchase.

(f)Amendments to Bond Indenture. So long as any Bond Letter of Credit shall remain outstanding, amend, modify, terminate or grant, or permit the amendment, modification, termination or grant of, any waiver under (or consent to, or permit or suffer to occur any action or omission which results in, or is equivalent to, an amendment, modification, or grant of a waiver under) any provision of the applicable Bond Indenture that would (i) directly affect the rights or obligations of the applicable LC Issuing Bank under the applicable Related Documents without the prior written consent of such LC Issuing Bank or (ii) have an adverse effect on the rights or obligations of the Lenders hereunder without the prior written consent of the Required Lenders.

(g)Official Statement. So long as any Bond Letter of Credit shall remain outstanding, refer to the applicable LC Issuing Bank in the Official Statement with respect to the

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applicable Bonds or make any changes in reference to such LC Issuing Bank in any revision, amendment or supplement without the prior consent of such LC Issuing Bank, or revise, amend or supplement such Official Statement without providing a copy of such revision, amendment or supplement, as the case may be, to such LC Issuing Bank.

(h)Use of Proceeds of Bond Letter of Credit. So long as any Bond Letter of Credit shall remain outstanding, permit any proceeds of such Bond Letter of Credit to be used for any purpose other than the payment of the principal of, interest on, redemption price of and purchase price of the applicable Bonds.

(i)Modifications of Instruments, Etc. At any time prior to the Collateral Release, amend or modify in any manner adverse to the Lenders (as reasonably determined by the Administrative Agent) the General and Refunding Mortgage Indenture.

(j)Limitation on Release from Liens. At any time prior to the Collateral Release, cause the Liens of the General and Refunding Mortgage Indenture and related security documents, upon any assets, to be released, except in connection with a disposition of such assets permitted by Section 5.02(c); provided that, within 180 days after any such release, the Borrower will either (i) dispose of such assets or (ii) subject such assets again to the Lien of the General and Refunding Mortgage Indenture.

(k)Compliance with Anti-Corruption Laws and Sanctions. The Borrower will not, directly or, to the knowledge of the Borrower, indirectly, use the proceeds of any Borrowing or any Letter of Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions by the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, any other party (including each Credit Party) to this Agreement or the other Loan Documents.

SECTION 5.03. Financial Covenant.

So long as any Loan shall remain unpaid, any Letter of Credit shall remain outstanding or any Lender shall have any Commitment hereunder, the Borrower will maintain a ratio of Consolidated Debt to Consolidated Capital of not greater than 0.65 to 1.00 as of the last day of each fiscal quarter.

ARTICLE VI EVENTS OF DEFAULT

SECTION 6.01. Events of Default.

If any of the following events (“Events of Default”) shall occur and be continuing:

(a)The Borrower shall fail to pay any principal of any Loan when the same becomes due and payable, or shall fail to pay any interest on any Loan or make any other payment of fees

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or other amounts payable under this Agreement within five days after the same becomes due and payable, or shall fail to provide Cash Collateral in accordance with Section 2.21(a)(v), 2.22 or

6.02 within five days after the same is required to be provided; or

(b)Any representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect in any material respect when made; or

(c)(i) The Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 5.01(b), 5.01(j), 5.02 or 5.03, or (ii) the Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Loan Document if such failure shall remain unremedied for 30 days after written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or

(d)The Borrower or any Material Subsidiary shall fail to pay any principal of or premium or interest on any Debt (other than Debt under this Agreement) that is outstanding in a principal amount in excess of $50,000,000 in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), prior to the stated maturity thereof; or

(e)Any judgment or order for the payment of money in excess of $50,000,000 to the extent not paid or insured shall be rendered against the Borrower or any Material Subsidiary and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(f)The Borrower or any Material Subsidiary shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any Material Subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any

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substantial part of its property) shall occur; or the Borrower or any Material Subsidiary shall take any corporate action to authorize any of the actions set forth above in this subsection (f); or

(g)An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, has resulted in, or is reasonably likely to result in, a Material Adverse Effect; or

(h)(i) Berkshire Hathaway shall fail to own, directly or indirectly, at least 50% of the issued and outstanding shares of common stock of the Borrower, calculated on a fully diluted basis or (ii) Berkshire Hathaway Energy Company shall fail to own, directly or indirectly, at least 80% of the issued and outstanding shares of common stock of the Borrower, calculated on a fully diluted basis (each, a “Change of Control”); provided that, in each case of the foregoing clauses (i) and (ii), such failure shall not constitute an Event of Default unless and until a Rating Decline has occurred; or

(i)At any time prior to the Collateral Release, any of the Loan Documents shall cease for any reason to be in full force and effect or any material provision of the General and Refunding Mortgage Indenture (or any security documents executed in connection therewith) shall cease for any reason to be in full force and effect, or the Borrower or any Affiliate of the Borrower shall so assert; or any Lien created by any of the Loan Documents or the General and Refunding Mortgage Indenture (or any security documents executed in connection therewith) shall cease to be enforceable and of the same effect and priority purported to be created thereby with respect to any material portion of the collateral; or

(j)At any time prior to the Collateral Release, any “Event of Default” under (and as defined in) the General and Refunding Mortgage Indenture shall occur;

then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation of each Lender and each LC Issuing Bank to make Extensions of Credit to be terminated, whereupon the same shall forthwith terminate; (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the outstanding Borrowings, all interest thereon and all other Obligations (other than Hedging Obligations and Treasury Management Obligations) to be forthwith due and payable, whereupon the outstanding Borrowings, all such interest and all such other Obligations shall become and be forthwith due and payable by the Borrower, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) shall at the request, or may with the consent, of the Required Lenders by notice to the Borrower, give notice of the occurrence of an Event of Default to the Bond Trustee for each series of Bonds supported by a Bond Letter of Credit issued for the account of the Borrower and instruct such Bond Trustee either to accelerate such Bonds, thereby causing such Bond Letter of Credit to expire thereafter, per the terms of such Bond Letter of Credit, or to effect a mandatory tender of such Bonds; (iv) shall at the request, or may with the consent, of the Required Lenders by notice to the Borrower, pursue any rights and remedies on behalf of the Lenders and the applicable LC Issuing Bank that the Administrative Agent may have under the Related Documents executed and delivered in connection with any Bond Letter of Credit; and (v) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, exercise on behalf of the Lenders all of its other rights and remedies

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under this Agreement, the General and Refunding Mortgage Bonds, the General and Refunding Mortgage Indenture, the other Loan Documents and Applicable Law, in order to satisfy all of the Obligations; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States of America,

(A)the obligation of each Lender and each LC Issuing Bank to make Extensions of Credit shall automatically be terminated and (B) the outstanding Borrowings, all such interest and all such other Obligations (other than Hedging Obligations and Treasury Management Obligations) shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

In addition, if an “Event of Default” (or any other similar term) under and as defined in any Bond Indenture executed and delivered in connection with any Bond Letter of Credit (a “Bond Event of Default”) shall have occurred and be continuing, such circumstance shall constitute an Event of Default hereunder solely for the purpose of permitting the exercise of the remedies described in clauses (iii) and (iv) of the immediately preceding paragraph with respect to the Bonds for which such Bond Event of Default exists and the related Bond Letter of Credit and not for any other purpose under this Agreement. For the avoidance of doubt, a Bond Event of Default shall not give the Administrative Agent the right to exercise any other remedy described in the immediately preceding paragraph, unless such Bond Event of Default, or the facts and circumstances underlying such Bond Event of Default, gives rise to another Event of Default otherwise described in Section 6.01.

SECTION 6.02. Actions in Respect of the Letters of Credit upon Default.

If any Event of Default described in Section 6.01(f) with respect to the Borrower shall have occurred and be continuing or the Borrowings shall have otherwise been accelerated or the Commitments terminated pursuant to Section 6.01, then the Administrative Agent may, or shall at the request of the Required Lenders, make demand upon the Borrower to, and forthwith upon such demand (or, in the case of an Event of Default under Section 6.01(f) with respect to the Borrower, automatically without demand) the Borrower will, deposit in an account designated in such demand (the “LC Collateral Account”) with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date. If at any time the Administrative Agent determines that any funds held in the LC Collateral Account are subject to any right or claim of any Person other than the Administrative Agent, the Lenders and the LC Issuing Banks or that the total amount of such funds is less than 103% of the aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the LC Collateral Account, an amount equal to the excess of (i) 103% of such aggregate undrawn stated amounts of all Letters of Credit that are outstanding on such date over (ii) the total amount of funds, if any, then held in the LC Collateral Account that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the LC Collateral Account, such funds shall be applied to reimburse the relevant LC Issuing Bank or Lender holding a participation in the reimbursement obligation of the Borrower to such LC Issuing Bank to the extent permitted by Applicable Law.

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ARTICLE VII

THE ADMINISTRATIVE AGENT

SECTION 7.01. Appointment and Authority.

Each Lender and each LC Issuing Bank hereby irrevocably appoints Wells Fargo Bank to act on its behalf as the Administrative Agent hereunder, under the other Loan Documents and the Related Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each Lender and each LC Issuing Bank hereby authorizes the Administrative Agent to vote the General and Refunding Mortgage Bonds, or consent with respect thereto, at any meeting (or where the vote or consent of the bondholders is requested without a meeting) of the bondholders under the General and Refunding Mortgage Indenture. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the LC Issuing Banks, and the Borrower shall not have rights as a third-party beneficiary of any of such provisions.    It is understood and agreed that the use of the term “agent” herein, in any other Loan Document or any Related Document (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

SECTION 7.02. Rights as a Lender.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

SECTION 7.03. Exculpatory Provisions.

(a)The Administrative Agent shall not have any duties or obligations except those expressly set forth herein, in the other Loan Documents and in the Related Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(i)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated

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hereby, by the other Loan Documents or by the Related Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein, in the other Loan Documents or in the Related Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document, any Related Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(iii)shall not, except as expressly set forth herein, in the other Loan Documents or in the Related Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

(b)The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 6.01, 6.02 and 8.01), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by the Borrower, a Lender or an LC Issuing Bank.

(c)The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, any other Loan Document or any Related Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document, any Related Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

SECTION 7.04. Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and

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shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of any Lender or an LC Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or such LC Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or such LC Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 7.05. Resignation of Administrative Agent.

(a)The Administrative Agent may at any time give notice of its resignation to the Lenders, the LC Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be (i) a commercial bank with an office in the United States having a combined capital and surplus of at least $500,000,000, or an Affiliate of any such bank with an office in the United States and (ii) subject to the approval of the Borrower so long as no Default shall have occurred and be continuing (such approval not to be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the LC Issuing Banks, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b)If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor, which shall be (i) a commercial bank with an office in the United States having a combined capital and surplus of at least $500,000,000, or an Affiliate of any such bank with an office in the United States and (ii) subject to the approval of the Borrower so long as no Default shall have occurred and be continuing (such approval not to be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c)With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative

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Agent shall instead be made by or to each Lender and each LC Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder, under the other Loan Documents or under the Related Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder, under the other Loan Documents and under the Related Documents, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

(d)Notwithstanding anything in this Section 7.05 to the contrary, the retiring or removed Administrative Agent shall continue to hold any collateral (including cash collateral and collateral held under any Pledge Agreement) as bailee for the benefit of the LC Issuing Banks and the Lenders until a successor Administrative Agent has been appointed in accordance with this Section 7.05.

SECTION 7.06. Non-Reliance on Administrative Agent and Other Lenders.

Each Lender and LC Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and LC Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any Related Document or any related agreement or any document furnished hereunder or thereunder.

SECTION 7.07. Indemnification.

Each Lender severally agrees to indemnify the Administrative Agent (to the extent not promptly reimbursed by the Borrower and without limiting its obligation to do so) from and against such Lender’s Commitment Percentage of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement, any other Loan Document or any Related Document or any action taken or omitted by the Administrative Agent under this Agreement, any other Loan Document or any Related Document; provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct, as proven in a court of competent jurisdiction by

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final and nonappealable judgment. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its Commitment Percentage of any costs and expenses (including, without limitation, fees and reasonable expenses of counsel) payable by the Borrower under Section 8.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower (and without limiting its obligation to do so) after request therefor. The failure of any Lender to reimburse the Administrative Agent promptly upon demand for its Commitment Percentage of any amount required to be paid by the Lender to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its Commitment Percentage of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s Commitment Percentage of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 7.07 shall survive the payment in full of the Obligations.

SECTION 7.08. No Other Duties, etc.

Anything herein to the contrary notwithstanding, none of the Joint Lead Arrangers, the “Joint Bookrunners”, the “Syndication Agents” or the “Documentation Agents” listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement, any other Loan Document or any Related Document, except in its capacity, as applicable, as the Administrative Agent, a Lender or an LC Issuing Bank hereunder or thereunder.

SECTION 7.09. Collateral Release Matters.

(a)Notwithstanding any provision herein to the contrary, after the occurrence of the Collateral Release Trigger, the Borrower may, by written notice to the Administrative Agent, elect to release the General and Refunding Mortgage Bonds, and the Administrative Agent will take any action reasonably requested by the Borrower to effect such release (the “Collateral Release”).

(b)Each Lender and each LC Issuing Bank irrevocably authorizes the Administrative Agent, at its option and in its discretion, to release any Lien on any collateral granted to or held by the Administrative Agent under any Loan Document or to release the General and Refunding Mortgage Bonds (i) with notice to the Lenders, as permitted pursuant to Section 7.09(a), (ii) upon termination of the Commitments and payment in full of all Obligations under the Loan Documents (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) Obligations under Hedge Agreements and Treasury Management Agreements either (x) as to which arrangements satisfactory to the applicable parties to such agreements shall have been made or (y) notice has not been received by the Administrative Agent from such parties that amounts are due and payable under such Hedge Agreement or Treasury Management Agreement, as the case may be) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable LC Issuing Bank in their sole discretion shall have been made) or (iii) if approved, authorized or ratified in writing in accordance with Section 8.01.

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(c)In each case as specified in clauses (i) through (iii) of Section 7.09(b), the Administrative Agent will take any action reasonably requested by the Borrower to effect such release in accordance with the terms of the Loan Documents and this Section.

(d)Upon request by the Administrative Agent at any time, each Lender will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property pursuant to this Section.

SECTION 7.10. Erroneous Payments.

(a)If the Administrative Agent notifies a Lender, LC Issuing Bank or Credit Party, or any Person who has received funds on behalf of a Lender, LC Issuing Bank or Credit Party such Lender or LC Issuing Bank (any such Lender, LC Issuing Bank, Credit Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, LC Issuing Bank, Credit Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, LC Issuing Bank or Credit Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b)Without limiting immediately preceding clause (a), each Lender, LC Issuing Bank or Credit Party, or any Person who has received funds on behalf of a Lender, LC Issuing Bank or Credit Party such Lender or LC Issuing Bank, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, LC Issuing Bank or Credit Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

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(c)(A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(d)such Lender, LC Issuing Bank or Credit Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 7.10(b).

(e)Each Lender, LC Issuing Bank or Credit Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender, LC Issuing Bank or Credit Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender, LC Issuing Bank or Credit Party from any source, against any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(f)In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender or LC Issuing Bank that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or Issuing Lender at any time, (i) such Lender or LC Issuing Bank shall be deemed to have assigned its Loans (but not its Commitments) of the relevant class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or LC Issuing Bank shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender or LC Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning LC Issuing Bank shall cease to be a Lender or LC Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning LC Issuing Bank and

(iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its

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discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or LC Issuing Bank shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender or LC Issuing Bank (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or LC Issuing Bank and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender, LC Issuing Bank or Credit Party under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

(g)The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party for the purpose of making a payment or prepayment of the Obligations.

(h)To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(i)Each party’s obligations, agreements and waivers under this Section 7.10 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or LC Issuing Bank, the termination of the Commitments and/or the repayment, satisfaction or discharge of all obligations (or any portion thereof) under any Loan Document.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.01. Amendments, Etc.

Subject to Section 2.12(c) and Section 2.21(a)(i), no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby (other than, in the case of clause (i) or (v) below, any Defaulting Lender), do any of the following: (i) amend

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Section 3.01, 3.02 or 3.03 or waive any of the conditions specified therein, (ii) increase the Commitment of any Lender or extend the Commitments (except pursuant to Section 2.06 or 2.07), (iii) reduce the principal of, or interest on, or rate of interest applicable to, the outstanding Loans or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the outstanding Loans, reimbursement obligations or any fees or other amounts payable hereunder, (v) change the definition of Required Lenders or change the percentage of the Commitments or of the aggregate unpaid principal amount of the outstanding Borrowings, or the number or the percentage of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (vi) amend or waive this Section 8.01 or any provision of this Agreement that requires pro rata treatment of the Lenders, (vii) take any action that would result in the General and Refunding Mortgage Bonds no longer being secured equally and ratably with all other Securities (as defined in the General and Refunding Mortgage Indenture) issued and outstanding under the General and Refunding Mortgage Indenture or no longer being secured by direct and valid, duly perfected Liens on and security interests in the Mortgaged Property, subject only to Permitted Liens (as defined in the General and Refunding Mortgage Indenture), (viii) release the General and Refunding Mortgage Bonds, except pursuant to the terms thereof or in accordance with Section 7.09 hereof, or, prior to the Collateral Release, change any provision of the General and Refunding Mortgage Bonds providing for the release of the General and Refunding Mortgage Bonds; and provided further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any LC Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or such LC Issuing Bank, as the case may be, under this Agreement and (y) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, each LC Issuing Bank and the Required Lenders, amend or waive Section

2.21. Prior to the Collateral Release, the Administrative Agent, as holder of the General and Refunding Mortgage Bonds, will not consent to any amendment or other modification of the General and Refunding Mortgage Indenture that requires the consent of holders of all securities issued thereunder, without the consent of each Lender. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent if by the terms of such agreement the Commitment of each Non-Consenting Lender and the obligations of each LC Issuing Bank not consenting to the amendment provided for therein shall terminate (but such Non-Consenting Lender or LC Issuing Bank shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04) upon the effectiveness of such amendment, and such Non-Consenting Lender or LC Issuing Bank shall have received or shall at the time of such termination receive payment of an amount equal to the outstanding principal of its Loans and any participations in Letters of Credit funded pursuant to Section 2.04(e), together with all applicable accrued interest thereon, accrued fees and all other amounts then payable to it hereunder and under the other Loan Documents.

SECTION 8.02. Notices, Etc.

(a)Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:

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(i)if to the Borrower, to it at 6226 West Sahara Avenue, Las Vegas, Nevada 89146, Attention:Michael Cole, Vice President, Chief Financial Officer andAdrian Cacuci,Treasurer (Facsimile No.: N/A; Telephone No.702-402-5622702-402-5871; Email:Michael.ColeAdrian.Cacuci@nvenergy.com);

(ii)if to the Administrative Agent, to Wells Fargo Bank, National Association at 90 S. 7th Street, MAC: N9305-156, Minneapolis, MN 55402, Attention: Greg Gredvig (Facsimile No.(612) 316-0506N/A; Telephone No. (612) 667-4832; Email: gregory.r.gredvig@wellsfargo.com);

(iii)if to any LC Issuing Bank identified on Schedule II hereto, at the address specified opposite its name on Schedule II hereto, and if to any other LC Issuing Bank, at such address as shall be designated by such LC Issuing Bank in a written notice to the Administrative Agent and the Borrower;

(iv)if to any Initial Lender, at its Lending Office specified opposite its name on Schedule I hereto, and if to any other Lender at its Lending Office specified in the Assignment and Assumption pursuant to which it became a Lender.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications, to the extent provided in subsection (b) below, shall be effective as provided in said subsection (b).

(b)Electronic Communications. Notices and other communications to the Lenders and the LC Issuing Banks hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or any LC Issuing Bank pursuant to Section 2.02 or 2.04 if such Lender or such Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice

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or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c)Change of Address, etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(d)Platform.

(i)The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available to the LC Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the “Platform”).

(ii)The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of communications through the Platform except to the extent that such damages are found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Agent Party’s gross negligence or willful misconduct. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Administrative Agent, any Lender or any LC Issuing Bank by means of electronic communications pursuant to this Section, including through the Platform.

SECTION 8.03. No Waiver; Remedies.

No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 8.04. Costs and Expenses; Indemnification.

(a)The Borrower agrees to pay promptly upon demand (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be

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delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses, (B) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement and (C) all out-of-pocket fees and expenses of the Administrative Agent and its Affiliates in connection with any action taken to effect the Collateral Release, and (ii) all reasonable out of pocket expenses incurred by any LC Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Borrower further agrees to pay promptly upon demand all reasonable costs and expenses of the Administrative Agent, the Lenders and the LC Issuing Banks, if any, (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, including, without limitation, reasonable fees and expenses of one outside counsel for the Administrative Agent, the Lenders and the LC Issuing Banks taken as a whole in connection with the enforcement of rights under this Section 8.04(a) (and, with respect to matters referred to in clause (A) of this sentence only, separate counsel for the Administrative Agent, any Lender and any LC Issuing Banks to the extent needed to avoid an actual or potential conflict of interest).

(b)The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Joint Lead Arrangers and each LC Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Indemnified Party”) from and against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of or in connection with or relating to (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit, and shall reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party (but if not a party thereto, then only with respect to such proceedings where such Indemnified Party (i) is subject to legal process or other compulsion of law, (ii) believes in good faith that it will be so subject, or

(iii)believes in good faith that it is necessary or appropriate for it to resist any legal process or other compulsion of law which is purported to be asserted against it) and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Borrower or any of its Affiliates and whether or not any of the transactions contemplated hereby are consummated or this Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees

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not to assert any claim against the Administrative Agent, any Lender, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit. This Section 8.04(b) shall not apply with respect to Taxes that are Indemnified Taxes, Excluded Taxes or Taxes that are covered by Section 2.15(a)(ii).

(c)If any payment of principal of, or Conversion of, any SOFR Rate Revolving Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Revolving Loan, as a result of a payment or Conversion pursuant to Section 2.06(c), 2.07(c), 2.09, 2.12(b), 2.13, 2.14, 2.15 or 2.16, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01, assignment to another Lender upon demand of the Borrower pursuant to Section 2.20(b) or for any other reason (in the case of any such payment or Conversion), the Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Loan.

(d)Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.15, 2.16, 2.19 and 8.04 shall survive the payment in full of the Obligations.

(e)The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated by any of the foregoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence or willful misconduct.

(f)In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, the Borrower agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

SECTION 8.05. Right of Set-off.

Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the

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Administrative Agent to declare the outstanding Borrowings due and payable pursuant to the provisions of Section 6.01, each Lender, each LC Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such LC Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, such LC Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such LC Issuing Bank or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such LC Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the LC Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of the Borrower owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each LC Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such LC Issuing Bank or their respective Affiliates may have. Each Lender and each LC Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 8.06. Binding Effect.

This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent and when the Administrative Agent shall have been notified by each Initial Lender that such Initial Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, each Lender and each LC Issuing Bank (upon its appointment pursuant to Section 2.04) and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of all of the Lenders.

SECTION 8.07. Assignments and Participations.

(a)Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, each Lender and each LC Issuing Bank, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest

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subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the LC Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)Minimum Amounts.

(A)in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in subsection (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii)Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned.

(iii)Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A)the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender or an Affiliate of a Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written

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notice to the Administrative Agent within ten Business Days after having received written notice thereof;

(B)the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment or an Affiliate of such Lender; and

(C)the consent of each LC Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.

(iv)Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v)No Assignment to Certain Persons. No such assignment shall be made to

(A) the Borrower or any of the Borrower’s Affiliates (except for any Affiliate of Berkshire Hathaway not controlled directly or indirectly by the Borrower that is a commercial lender acquiring rights and obligations under this Agreement in the ordinary course of its business) or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

(vi)No Assignment to Natural Persons. No such assignment shall be made to a natural Person.

(vii)Certain Additional Payments.    In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may    be    outright    payment,    purchases    by        the    assignee    of    participations    or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each LC Issuing Bank and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this subsection, then the assignee of such

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interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection

(c)of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.15, 2.18 and 8.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c)Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments and Termination Date of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower, any LC Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates (except for any Affiliate of Berkshire Hathaway not controlled directly or indirectly by the Borrower that is a commercial lender acquiring participations under this Agreement in the ordinary course of its business) or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Administrative Agent, the LC Issuing Banks and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 7.07 with respect to any payments made by such Lender to its Participant(s).

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Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 8.01 requiring the consent of each Lender directly affected thereby that directly affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.18 and 8.04(c) (subject to the requirements and limitations therein, including the requirements under Section 2.18(g) (it being understood that the documentation required under Section 2.18(g) shall be delivered to the participating Lender or the applicable Withholding Agent to the extent required by Applicable Law)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant

(A) agrees to be subject to the provisions of Section 2.20 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15 or 2.18, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.20(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.05 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.19 as though it were a Lender.    Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or to comply with other requirements under applicable tax law.    The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central banking authority; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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SECTION 8.08. Confidentiality.

Neither the Administrative Agent nor any Lender shall disclose any Confidential Information to any other Person without the consent of the Borrower, other than (i) to the Administrative Agent’s or such Lender’s Affiliates and their officers, directors, employees, agents and advisors, to the Administrative Agent or a Lender and, as contemplated by Section 8.07, to actual or prospective assignees and participants, and then only on a confidential basis,

(ii) as required by any law, rule or regulation or judicial process, (iii) to any rating agency when required by it, provided, that, prior to any such disclosure, such rating agency, commercial paper dealer or provider shall undertake to preserve the confidentiality of any Confidential Information received by it from such Lender, (iv) as requested or required by any state, federal or foreign authority or examiner regulating banks, banking or other financial institutions, (v) to any direct, indirect, actual or prospective counterparty (and its advisor) to any swap, derivative or securitization transaction related to the obligations under this Agreement on a confidential basis,

(vi)to any credit insurance provider relating to the Borrower and its obligations on a confidential basis and (vii) pursuant to a request or requirement from a regulatory authority (governmental or non-governmental self-regulatory authority) having jurisdiction over a Lender; provided that unless prohibited by Applicable Law, each Lender and the Administrative Agent agree, prior to disclosure thereof, to notify the Borrower of any request for disclosure of any such Confidential Information (x) by any Governmental Authority or representative thereof (other than any such request in connection with an examination of such Lender or the Administrative Agent by such Governmental Authority) or (y) pursuant to legal process.

SECTION 8.09. Governing Law.

EACH LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

SECTION 8.10. Severability.

In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired hereby.

SECTION 8.11. Execution in Counterparts.

This Agreement may be executed in any number of counterparts and by different 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. Delivery of an executed counterpart of a signature page to this Agreement by telecopier or other electronic transmission (including by e-mail with a PDF attachment of an executed counterpart) shall be effective as delivery of an original executed counterpart of this Agreement.

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SECTION 8.12. Jurisdiction, Etc.

(a)Each party hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, any LC Issuing Bank, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in the Borough of Manhattan in New York City, and of the United States District Court of the Southern District of New York sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each party hereto agrees that a final judgment in any such action, litigation 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.

(b)The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c)Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 8.02. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

SECTION 8.13. Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) OR THE ACTIONS OF THE ADMINISTRATIVE AGENT, ANY LC ISSUING BANK, THE BORROWER OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. TO THE EXTENT THEY MAY LEGALLY DO SO, BORROWER, THE ADMINISTRATIVE AGENT, THE LC ISSUING BANKS AND THE LENDERS HEREBY AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTY OR PARTIES HERETO TO WAIVER OF ITS OR THEIR RIGHT TO TRIAL BY JURY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS

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REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 8.14. USA Patriot Act.

Each Lender that is subject to the Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law as of October 26, 2001)) (as amended, restated, modified or otherwise supplemented from time to time, the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Patriot Act. The Borrower shall, and shall cause each of its Subsidiaries to, provide to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act, including, without limitation, the Beneficial Ownership Regulation for the Borrower to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.

SECTION 8.15. No Fiduciary Duty.

The Credit Parties and their respective Affiliates (collectively, solely for purposes of this Section, the “Lender Parties”), may have economic interests that conflict with those of the Borrower, its securities holders and/or their Affiliates. The Borrower agrees that nothing in the Loan Documents or the Related Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower, its securities holders or its Affiliates, on the other hand. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents and the Related Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its securities holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise the Borrower, its securities holders or its Affiliates on other matters), and (y) each Lender Party is acting solely as principal hereunder and under the other Loan Documents and the Related Documents and not as the agent or fiduciary of the Borrower, its management, securities holders or creditors. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender Party has rendered advisory services of any nature or

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respect, or owes a fiduciary or similar duty to the Borrower, in connection with the transactions contemplated by the Loan Documents or the Related Documents or the process leading thereto.

SECTION 8.16. Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)the effects of any Bail-In Action on any such liability, including, if

applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other

instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

SECTION 8.17. No Novation; Reaffirmation.

The Borrower agrees that this Agreement amends and restates and is substituted for (and is not executed in novation of) the Existing Credit Agreement and that the outstanding obligations of the Borrower under the Existing Credit Agreement (as well as any new obligations incurred on the Closing Date) are now evidenced by this Agreement. All “Loans” and “Borrowings” made and other obligations incurred under (and as defined in) the Existing Credit Agreement which remain outstanding on the Closing Date shall continue as Loans, Borrowings and other obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents and the Borrower hereby reaffirms all such obligations after giving effect to the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.

SECTION 8.18. Certain ERISA Matters.

(a)Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the

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Administrative Agent, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true:

(i)such Lender is not using “plan assets” (within the meaning of 29 CFR

§2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement,

(ii)the transaction exemption set forth in one or more PTEs, such as PTE84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection

(a)of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b)In addition, unless either (1) sub-clause (i) in the immediately preceding clause

(a)is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

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SECTION 8.19. Acknowledgement Regarding Any Supported QFCs.

To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York or of the United States or any other state of the United States):

(a)In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States.

(b)As used in this Section 8.19, the following terms have the following meanings: “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and

interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. “Covered Entity” means any of the following:

(i)a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

104

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

[Remainder of page intentionally left blank.]

ANNEX B

Schedule I to Credit Agreement

See attached.

SCHEDULE I

LIST OF COMMITMENT AMOUNTS AND LENDING OFFICES SIERRA PACIFIC POWER COMPANY

U.S. $400,000,000 Fifth Amended and Restated Credit Agreement

Name of Bank	Commitment Amount	Lending Office
Wells Fargo Bank, National Association	$24,311,632.68	90 S. 7th Street MAC: N9305-156 Minneapolis, MN 55402 Contact: Greg Gredvig Phone: (612) 667-4832 Fax : (612) 316-0506 Email: gregory.r.gredvig@wellsfargo.com Group Email: RKELCLNSVPayments@wellsfargo.com
JPMorgan Chase Bank, N.A.	$24,311,632.68	8181 Communications Pkwy Plano, TX 75024 Contact: Vithal Giri Phone: +91-80-6790-5186 Group Email: na_cpg@jpmorgan.com
Mizuho Bank, Ltd.	$24,311,632.68	1271 Avenue of the Americas New York, New York 10020 Contact: Andrew Taylor Phone: (212) 282-4114 Email: andrew.taylor@mizuhogroup.com
MUFG Bank, Ltd.	$24,311,632.68	1251 Avenue of the Americas New York, NY 10020-1104 Contact: Brian Williams Phone: (713) 655-3840 Email: brwilliams@us.mufg.jp Group Email: irisuscb@us.mufg.jp

Name of Bank	Commitment Amount	Lending Office
Barclays Bank PLC	$24,311,632.69	745 Seventh Avenue New York, New York 10019 Contact: Manoj Jain Phone: (201) 499-2063 Email: manoj.jain@barclays.com
Citibank, N.A.	$24,311,632.69	399 Park Avenue, 16th Floor 5 New York, New York 10043 Contact: Loan Administration Phone: (302) 894-6052 Fax: (212) 994-0847 Email: GLOriginationOps@citi.com
Sumitomo Mitsui Banking Corporation	$24,311,632.69	277 Park Avenue New York, New York 10172 Contact: Emily Estevez Phone: (212) 224-4177 Fax : (212) 224-4384 Email: eestevez@smbclf.com
U.S. Bank National Association	$24,311,632.69	209 S. LaSalle St. Chicago, IL 60604 Contact: John M. Eyerman Phone: (312) 325-2032 Email: john.eyerman@usbank.com Group Email: CLSSyndicationServicesTeam@usbank.com
Bank of America, N.A.	$24,311,632.69	One Bryant Park New York, NY 10036 Contact: Michael Moulton Phone: (646) 855-5783 Email: michael.moulton@bofa.com Group Email: Bank_of_America_As_Lender_3@baml.com

Name of Bank	Commitment Amount	Lending Office
Bank of Montreal	$17,400,000.00	115 S. LaSalle St., 17th Floor West   Chicago, IL 60603 Contact: Michael Cummings   Phone: (929) 837-9074 Email: michael.cummings@bmo.com
PNC Bank, National Association	$24,311,632.69	249 Fifth Avenue   One PNC Plaza Pittsburgh, Pennsylvania 15222 Contact: Janet Gordon   Phone: (440) 546-6564 Fax: (877) 717-5502 Email: janet.gordon@pnc.com   Group Email: ParticipationCloserRequests@pnc.com
Royal Bank of Canada	$17,400,000.00	Three World Financial Center 200 Vesey Street, 5th Floor New York, NY 10281 Contact: Global Loans Administration Phone: (212) 428-2372 Fax: (212) 428-2372 Email: RBCNewYorkGLA3@rbc.com
TD Bank, N.A.	$17,400,000.00	1 Vanderbilt Avenue, 12th Floor New York, NY 10017 Contact: Paul Yoon Email: paul.yoon@tdsecurities.com Group Email: TDBNANotices@tdsecurities.com
The Bank of Nova Scotia	$17,400,000.00	720 King Street W-2nd floor, Toronto, Ontario, Canada M5V 2T3 Primary Contact: Priyanka Rao Secondary Contact: Jamie Breese Phone: (212) 225-5705 Fax: (212) 225-5709 Email: GWSUSCorp_LoanOps@scotiabank.com

Name of Bank	Commitment Amount	Lending Office
The Northern Trust Company	$5,250,000.00	50 S. LaSalle Street Chicago, Illinois 60603 Contact: Lisa DeCristofaro Phone: (312) 444-2336 Email: lm79@ntrs.com
Canadian Imperial Bank of Commerce, New York Branch	$17,400,000.00	595 Bay Street, 5th Floor Toronto, ON M5G 2C2 Contact: Angela Tom Phone: (416) 542-4446 Fax: (905) 948-1934
CoBank, ACB	$13,000,000.00	6340 S. Fiddlers Green Circle Greenwood Village, CO 80111 Contact: Credit Information Services Fax : (303) 224-6101 Email: CIServices@cobank.com
KeyBank National Association	$8,233,673.14	4900 Tiedeman Road Brooklyn, OH 44144 Contact: KAS Servicing Phone: (216) 813-5647 Fax : (216) 370-5997 (Note: All notices must be faxed) Email: kas_servicing@keybank.com Group Email: kas_servicing@keybank.com
National Australia Bank Limited	$13,000,000.00	245 Park Ave. 28th Floor New York, NY 10167 Contact: Eli Davis Phone: (212) 916-9550 Email: eli.davis@nabny.com

Name of Bank	Commitment Amount	Lending Office
The Bank of New York Mellon	$13,000,000.00	6023 Airport Road Oriskany, NY 13424 Contact: CBLA Phone: None Fax: (315) 765-4822 Email: CBLA2@bnymellon.com
Truist Bank	$17,400,000.00	303 Peachtree St, NE Atlanta, GA 30308 Contact: Lauren Gallagher Phone: (404) 926-5674 Email: dl.cib.cross.booking@truist.com
TOTAL	$400,000,000

Schedule II to Credit Agreement

See attached.

SCHEDULE II

LIST OF FRONTING COMMITMENTS SIERRA PACIFIC POWER COMPANY

U.S. $400,000,000 Fifth Amended and Restated Credit Agreement

LC Issuing Bank	LC Issuing Bank Address	Fronting Commitment
PNC Bank, National Association	249 Fifth Avenue One PNC Plaza Pittsburgh, Pennsylvania 15222	$50,000,000
	Contact: Janet Gordon Phone: (440) 546-6564 Fax: (877) 717-5502 Email: janet.gordon@pnc.com Group Email: ParticipationCloserRequests@pnc.com

EX-15.1

EXHIBIT 15.1

August 4, 2023

To the Board of Directors and Shareholders of

Berkshire Hathaway Energy Company

666 Grand Avenue

Des Moines, Iowa 50309

We are aware that our report dated August 4, 2023, on our review of the interim financial information of Berkshire Hathaway Energy Company appearing in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, is incorporated by reference in Registration Statement No. 333-228511 on Form S-8.

/s/ Deloitte & Touche LLP

Des Moines, Iowa

EX-15.2

EXHIBIT 15.2

August 4, 2023

The Board of Directors and Shareholders of

PacifiCorp

825 N.E. Multnomah Street, Suite 1900

Portland, Oregon 97232

We are aware that our report dated August 4, 2023, on our review of the interim financial information of PacifiCorp appearing in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, is incorporated by reference in Registration Statement No. 333-249044 on Form S-3.

/s/ Deloitte & Touche LLP

Portland, Oregon

EX-15.3

EXHIBIT 15.3

August 4, 2023

To the Board of Directors and Shareholder of

MidAmerican Energy Company

666 Grand Avenue

Des Moines, Iowa 50309

We are aware that our report dated August 4, 2023, on our review of the interim financial information of MidAmerican Energy Company appearing in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, is incorporated by reference in Registration Statement No. 333-257069 on Form S-3.

/s/ Deloitte & Touche LLP

Des Moines, Iowa

EX-15.4

EXHIBIT 15.4

August 4, 2023

To the Board of Directors and Shareholder of

Nevada Power Company

6226 W Sahara Ave.

Las Vegas, Nevada 89146

We are aware that our report dated August 4, 2023 on our review of the interim financial information of Nevada Power Company and subsidiaries appearing in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, is incorporated by reference in Registration Statement No. 333-267865 on Form S-3.

/s/ Deloitte & Touche LLP

Las Vegas, Nevada

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Scott W. Thon, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Berkshire Hathaway Energy Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2023	/s/ Scott W. Thon
	Scott W. Thon
	President and Chief Executive Officer
	(principal executive officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Calvin D. Haack, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Berkshire Hathaway Energy Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2023	/s/ Calvin D. Haack
	Calvin D. Haack
	Senior Vice President and Chief Financial Officer
	(principal financial officer)

EX-31.3

EXHIBIT 31.3

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Scott W. Thon, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of PacifiCorp;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2023	/s/ Scott W. Thon
	Scott W. Thon
	Chair of the Board of Directors and Chief Executive Officer
	(principal executive officer)

EX-31.4

EXHIBIT 31.4

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Nikki L. Kobliha, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of PacifiCorp;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2023	/s/ Nikki L. Kobliha
	Nikki L. Kobliha
	Vice President, Chief Financial Officer and Treasurer
	(principal financial officer)

EX-31.5

EXHIBIT 31.5

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Kelcey A. Brown, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of MidAmerican Energy Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2023	/s/ Kelcey A. Brown
	Kelcey A. Brown
	President and Chief Executive Officer
	(principal executive officer)

EX-31.6

EXHIBIT 31.6

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Blake M. Groen, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of MidAmerican Energy Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2023	/s/ Blake M. Groen
	Blake M. Groen
	Vice President and Chief Financial Officer
	(principal financial officer)

EX-31.7

EXHIBIT 31.7

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Kelcey A. Brown, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of MidAmerican Funding, LLC;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2023	/s/ Kelcey A. Brown
	Kelcey A. Brown
	President
	(principal executive officer)

EX-31.8

EXHIBIT 31.8

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Blake M. Groen, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of MidAmerican Funding, LLC;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 4, 2023	/s/ Blake M. Groen
	Blake M. Groen
	Vice President and Controller
	(principal financial officer)

EX-31.9

EXHIBIT 31.9

 CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Douglas A. Cannon, certify that: 

1.I have reviewed this Quarterly Report on Form 10-Q of Nevada Power Company (dba NV Energy);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2023	/s/ Douglas A. Cannon
	Douglas A. Cannon
	President and Chief Executive Officer
	(principal executive officer)

EX-31.10

EXHIBIT 31.10

 CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Michael J. Behrens, certify that: 

1.I have reviewed this Quarterly Report on Form 10-Q of Nevada Power Company (dba NV Energy);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2023	/s/ Michael J. Behrens
	Michael J. Behrens
	Vice President and Chief Financial Officer
	(principal financial officer)

EX-31.11

EXHIBIT 31.11

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Douglas A. Cannon, certify that: 

1.I have reviewed this Quarterly Report on Form 10-Q of Sierra Pacific Power Company (dba NV Energy);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2023	/s/ Douglas A. Cannon
	Douglas A. Cannon
	President and Chief Executive Officer
	(principal executive officer)

EX-31.12

EXHIBIT 31.12

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Michael J. Behrens, certify that: 

1.I have reviewed this Quarterly Report on Form 10-Q of Sierra Pacific Power Company (dba NV Energy);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2023	/s/ Michael J. Behrens
	Michael J. Behrens
	Vice President and Chief Financial Officer
	(principal financial officer)

EX-31.13

EXHIBIT 31.13

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Paul E. Ruppert, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Eastern Energy Gas Holdings, LLC;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2023	/s/ Paul E. Ruppert
	Paul E. Ruppert
	President and Chief Executive Officer
	(principal executive officer)

EX-31.14

EXHIBIT 31.14

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Scott C. Miller, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Eastern Energy Gas Holdings, LLC;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2023	/s/ Scott C. Miller
	Scott C. Miller
	Vice President, Chief Financial Officer and Treasurer
	(principal financial officer)

EX-31.15

EXHIBIT 31.15

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Paul E. Ruppert, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Eastern Gas Transmission and Storage, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2023	/s/ Paul E. Ruppert
	Paul E. Ruppert
	President and Chair of the Board of Directors
	(principal executive officer)

EX-31.16

EXHIBIT 31.16

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Scott C. Miller, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Eastern Gas Transmission and Storage, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2023	/s/ Scott C. Miller
	Scott C. Miller
	Vice President, Chief Financial Officer and Treasurer
	(principal financial officer and accounting officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Scott W. Thon, President and Chief Executive Officer of Berkshire Hathaway Energy Company (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1)the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2023 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: August 4, 2023	/s/ Scott W. Thon
	Scott W. Thon
	President and Chief Executive Officer
	(principal executive officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Calvin D. Haack, Senior Vice President and Chief Financial Officer of Berkshire Hathaway Energy Company (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1)the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2023 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: August 4, 2023	/s/ Calvin D. Haack
	Calvin D. Haack
	Senior Vice President and Chief Financial Officer
	(principal financial officer)

EX-32.3

EXHIBIT 32.3

CERTIFICATION PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Scott W. Thon, Chair of the Board of Directors and Chief Executive Officer of PacifiCorp, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1)the Quarterly Report on Form 10-Q of PacifiCorp for the quarterly period ended June 30, 2023 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of PacifiCorp.

Date: August 4, 2023	/s/ Scott W. Thon
	Scott W. Thon
	Chair of the Board of Directors and Chief Executive Officer
	(principal executive officer)

EX-32.4

EXHIBIT 32.4

CERTIFICATION PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Nikki L. Kobliha, Vice President, Chief Financial Officer and Treasurer of PacifiCorp, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1)the Quarterly Report on Form 10-Q of PacifiCorp for the quarterly period ended June 30, 2023 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of PacifiCorp.

Date: August 4, 2023	/s/ Nikki L. Kobliha
	Nikki L. Kobliha
	Vice President, Chief Financial Officer and Treasurer
	(principal financial officer)

EX-32.5

EXHIBIT 32.5

CERTIFICATION PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Kelcey A. Brown, President and Chief Executive Officer of MidAmerican Energy Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1)the Quarterly Report on Form 10-Q of MidAmerican Energy Company for the quarterly period ended June 30, 2023 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of MidAmerican Energy Company.

Date: August 4, 2023	/s/ Kelcey A. Brown
	Kelcey A. Brown
	President and Chief Executive Officer
	(principal executive officer)

EX-32.6

EXHIBIT 32.6

CERTIFICATION PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Blake M. Groen, Vice President and Chief Financial Officer of MidAmerican Energy Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1)the Quarterly Report on Form 10-Q of MidAmerican Energy Company for the quarterly period ended June 30, 2023 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of MidAmerican Energy Company.

Date: August 4, 2023	/s/ Blake M. Groen
	Blake M. Groen
	Vice President and Chief Financial Officer
	(principal financial officer)

EX-32.7

EXHIBIT 32.7

CERTIFICATION PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Kelcey A. Brown, President of MidAmerican Funding, LLC, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1)the Quarterly Report on Form 10-Q of MidAmerican Funding, LLC for the quarterly period ended June 30, 2023 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of MidAmerican Funding, LLC.

Date: August 4, 2023	/s/ Kelcey A. Brown
	Kelcey A. Brown
	President
	(principal executive officer)

EX-32.8

EXHIBIT 32.8

CERTIFICATION PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Blake M. Groen, Vice President and Controller of MidAmerican Funding, LLC, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1)the Quarterly Report on Form 10-Q of MidAmerican Funding, LLC for the quarterly period ended June 30, 2023 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of MidAmerican Funding, LLC.

Date: August 4, 2023	/s/ Blake M. Groen
	Blake M. Groen
	Vice President and Controller
	(principal financial officer)

EX-32.9

EXHIBIT 32.9

CERTIFICATION PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Douglas A. Cannon, President and Chief Executive Officer of Nevada Power Company (dba NV Energy), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1)the Quarterly Report on Form 10-Q of Nevada Power Company for the quarterly period ended June 30, 2023 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Nevada Power Company.

Date: August 4, 2023	/s/ Douglas A. Cannon
	Douglas A. Cannon
	President and Chief Executive Officer
	(principal executive officer)

EX-32.10

EXHIBIT 32.10

CERTIFICATION PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Michael J. Behrens, Vice President and Chief Financial Officer of Nevada Power Company (dba NV Energy), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1)the Quarterly Report on Form 10-Q of Nevada Power Company for the quarterly period ended June 30, 2023 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Nevada Power Company.

Date: August 4, 2023	/s/ Michael J. Behrens
	Michael J. Behrens
	Vice President and Chief Financial Officer
	(principal financial officer)

EX-32.11

EXHIBIT 32.11

CERTIFICATION PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Douglas A. Cannon, President and Chief Executive Officer of Sierra Pacific Power Company (dba NV Energy), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1)the Quarterly Report on Form 10-Q of Sierra Pacific Power Company for the quarterly period ended June 30, 2023 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Sierra Pacific Power Company.

Date: August 4, 2023	/s/ Douglas A. Cannon
	Douglas A. Cannon
	President and Chief Executive Officer
	(principal executive officer)

EX-32.12

EXHIBIT 32.12

CERTIFICATION PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Michael J. Behrens, Vice President and Chief Financial Officer of Sierra Pacific Power Company (dba NV Energy), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1)the Quarterly Report on Form 10-Q of Sierra Pacific Power Company for the quarterly period ended June 30, 2023 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Sierra Pacific Power Company.

Date: August 4, 2023	/s/ Michael J. Behrens
	Michael J. Behrens
	Vice President and Chief Financial Officer
	(principal financial officer)

EX-32.13

EXHIBIT 32.13

CERTIFICATION PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Paul E. Ruppert, President and Chief Executive Officer of Eastern Energy Gas Holdings, LLC, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1)the Quarterly Report on Form 10-Q of Eastern Energy Gas Holdings, LLC for the quarterly period ended June 30, 2023 (the "Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Eastern Energy Gas Holdings, LLC.

Date: August 4, 2023	/s/ Paul E. Ruppert
	Paul E. Ruppert
	President and Chief Executive Officer
	(principal executive officer)

EX-32.14

EXHIBIT 32.14

CERTIFICATION PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Scott C. Miller, Vice President, Chief Financial Officer and Treasurer of Eastern Energy Gas Holdings, LLC, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1)the Quarterly Report on Form 10-Q of Eastern Energy Gas Holdings, LLC for the quarterly period ended June 30, 2023 (the "Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Eastern Energy Gas Holdings, LLC.

Date: August 4, 2023	/s/ Scott C. Miller
	Scott C. Miller
	Vice President, Chief Financial Officer and Treasurer
	(principal financial officer)

EX-32.15

EXHIBIT 32.15

CERTIFICATION PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Paul E. Ruppert, President and Chair of the Board of Directors of Eastern Gas Transmission and Storage, Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1)the Quarterly Report on Form 10-Q of Eastern Gas Transmission and Storage, Inc. for the quarterly period ended June 30, 2023 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Eastern Gas Transmission and Storage, Inc.

Date: August 4, 2023	/s/ Paul E. Ruppert
	Paul E. Ruppert
	President and Chair of the Board of Directors
	(principal executive officer)

EX-32.16

EXHIBIT 32.16

CERTIFICATION PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Scott C. Miller, Vice President, Chief Financial Officer and Treasurer of Eastern Gas Transmission and Storage, Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1)the Quarterly Report on Form 10-Q of Eastern Gas Transmission and Storage, Inc. for the quarterly period ended June 30, 2023 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Eastern Gas Transmission and Storage, Inc.

Date: August 4, 2023	/s/ Scott C. Miller
	Scott C. Miller
	Vice President, Chief Financial Officer and Treasurer
	(principal financial and accounting officer)

EX-95

EXHIBIT 95

MINE SAFETY VIOLATIONS AND OTHER LEGAL MATTER DISCLOSURES

PURSUANT TO SECTION 1503(a) OF THE DODD-FRANK WALL STREET

REFORM AND CONSUMER PROTECTION ACT

PacifiCorp and its subsidiaries operate certain coal mines and coal processing facilities (collectively, the "mining facilities") that are regulated by the Federal Mine Safety and Health Administration ("MSHA") under the Federal Mine Safety and Health Act of 1977 (the "Mine Safety Act"). MSHA inspects PacifiCorp's mining facilities on a regular basis. The total number of reportable Mine Safety Act citations, orders, assessments and legal actions for the three-month period ended June 30, 2023 are summarized in the table below and are subject to contest and appeal. The severity and assessment of penalties may be reduced or, in some cases, dismissed through the contest and appeal process. Amounts are reported regardless of whether PacifiCorp has challenged or appealed the matter. Mines that are closed or idled are not included in the information below. There were no mining-related fatalities during the three-month period ended June 30, 2023. PacifiCorp has not received any notice of a pattern, or notice of the potential to have a pattern, of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of coal or other mine health or safety hazards under Section 104(e) of the Mine Safety Act during the three-month period ended June 30, 2023.

	Mine Safety Act							Legal Actions
						Total
	Section 104				Section	Value of
	Significant		Section		107(a)	Proposed		Pending
	and	Section	104(d)	Section	Imminent	MSHA		as of Last	Instituted	Resolved
	Substantial	104(b)	Citations/	110(b)(2)	Danger	Assessments		Day of	During	During
Mining Facilities	Citations(1)	Orders(2)	Orders(3)	Violations(4)	Orders(5)	(in thousands)		Period(6)	Period	Period
Bridger (surface)	—	—	—	—	—	$	—	—	—	—
Wyodak Coal Crushing Facility	—	—	—	—	—	—		—	—	—

(1)Citations for alleged violations of mandatory health and safety standards that could significantly or substantially contribute to the cause and effect of a safety or health hazard under Section 104 of the Mine Safety Act.

(2)For alleged failure to totally abate the subject matter of a Mine Safety Act Section 104(a) citation within the period specified in the citation.

(3)For alleged unwarrantable failure (i.e., aggravated conduct constituting more than ordinary negligence) to comply with a mandatory health or safety standard.

(4)For alleged flagrant violations (i.e., reckless or repeated failure to make reasonable efforts to eliminate a known violation of a mandatory health or safety standard that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury).

(5)For the existence of any condition or practice in a coal or other mine which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated.

(6)For the existence of any proposed penalties under Subparts B-H of the Federal Mine Safety and Health Review Commission's procedural rules. The pending legal actions are not exclusive to citations, notices, orders and penalties assessed by the MSHA during the reporting period.

XML

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 03, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-14881
Entity Registrant Name	BERKSHIRE HATHAWAY ENERGY COMPANY
Entity Tax Identification Number	94-2213782
Entity Incorporation, State or Country Code	IA
Entity Address, Address Line One	666 Grand Avenue
Entity Address, City or Town	Des Moines
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	50309-2580
City Area Code	515
Local Phone Number	242-4300
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		75,627,913
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001081316
Current Fiscal Year End Date	--12-31
PAC
Document Information [Line Items]
Entity File Number	001-05152
Entity Registrant Name	PACIFICORP
Entity Tax Identification Number	93-0246090
Entity Incorporation, State or Country Code	OR
Entity Address, Address Line One	825 N.E. Multnomah Street
Entity Address, Address Line Two	Suite 1900
Entity Address, City or Town	Portland
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97232
City Area Code	888
Local Phone Number	221-7070
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		357,060,915
Entity Central Index Key	0000075594
MidAmerican Funding, LLC
Document Information [Line Items]
Entity File Number	333-90553
Entity Registrant Name	MIDAMERICAN FUNDING, LLC
Entity Tax Identification Number	47-0819200
Entity Incorporation, State or Country Code	IA
Entity Address, Address Line One	666 Grand Avenue
Entity Address, City or Town	Des Moines
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	50309-2580
City Area Code	515
Local Phone Number	242-4300
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001098296
MEC
Document Information [Line Items]
Entity File Number	333-15387
Entity Registrant Name	MIDAMERICAN ENERGY COMPANY
Entity Tax Identification Number	42-1425214
Entity Incorporation, State or Country Code	IA
Entity Address, Address Line One	666 Grand Avenue
Entity Address, City or Town	Des Moines
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	50309-2580
City Area Code	515
Local Phone Number	242-4300
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		70,980,203
Entity Central Index Key	0000928576
NPC
Document Information [Line Items]
Entity File Number	000-52378
Entity Registrant Name	NEVADA POWER COMPANY
Entity Tax Identification Number	88-0420104
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	6226 West Sahara Avenue
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89146
City Area Code	702
Local Phone Number	402-5000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,000
Entity Central Index Key	0000071180
SPPC
Document Information [Line Items]
Entity File Number	000-00508
Entity Registrant Name	SIERRA PACIFIC POWER COMPANY
Entity Tax Identification Number	88-0044418
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	6100 Neil Road
Entity Address, City or Town	Reno
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89511
City Area Code	775
Local Phone Number	834-4011
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,000
Entity Central Index Key	0000090144
EEGH
Document Information [Line Items]
Entity File Number	001-37591
Entity Registrant Name	EASTERN ENERGY GAS HOLDINGS, LLC
Entity Tax Identification Number	46-3639580
Entity Incorporation, State or Country Code	VA
Entity Address, Address Line One	6603 West Broad Street
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23230
City Area Code	804
Local Phone Number	613-5100
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001603291
EGTS
Document Information [Line Items]
Entity File Number	333-266049
Entity Registrant Name	EASTERN GAS TRANSMISSION AND STORAGE, INC.
Entity Tax Identification Number	55-0629203
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6603 West Broad Street
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23230
City Area Code	804
Local Phone Number	613-5100
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		60,101
Entity Central Index Key	0001936737

XML

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 2,229	$ 1,591
Investments and restricted cash and cash equivalents	3,484	2,141
Trade receivables, net	2,488	2,876
Inventories	1,429	1,256
Mortgage loans held for sale	834	474
Regulatory assets	1,392	1,319
Other current assets	770	1,345
Total current assets	12,626	11,002
Property, plant and equipment, net	95,541	93,043
Goodwill	11,546	11,489
Regulatory assets	4,060	3,743
Investments and restricted cash and cash equivalents and investments	10,562	11,273
Other assets	3,416	3,290
Total assets	137,751	133,840
Current liabilities:
Accounts payable	2,502	2,679
Accrued interest	563	558
Accrued property, income and other taxes	1,287	746
Accrued employee expenses	418	333
Short-term debt	2,243	1,119
Current portion of long-term debt	3,199	3,201
Other current liabilities	1,648	1,677
Total current liabilities	11,860	10,313
BHE senior debt	13,099	13,096
BHE junior subordinated debentures	100	100
Subsidiary debt	35,224	35,238
Regulatory liabilities	6,423	7,070
Deferred income taxes	12,726	12,678
Other long-term liabilities	5,359	4,706
Total liabilities	84,791	83,201
Commitments and contingencies
BHE shareholders' equity:
Preferred stock	850	850
Common stock	0	0
Additional paid-in capital	6,298	6,298
Retained earnings	43,880	41,833
Accumulated other comprehensive loss, net	(1,845)	(2,149)
Total shareholder's equity, parent	49,183	46,832
Noncontrolling interests	3,777	3,807
Total equity	52,960	50,639
Total liabilities and equity	$ 137,751	$ 133,840

XML

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares shares in Millions	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, shares authorized	100	100
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares issued	1	1
Preferred stock, shares outstanding	1	1
Common stock, shares authorized	115	115
Common stock, no par value (in dollars per share)	$ 0	$ 0
Common stock, shares issued	76	76
Common stock, shares outstanding	76	76

XML

Consolidated Balance Sheets (Unaudited) - PAC - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 2,229	$ 1,591
Inventories	1,429	1,256
Regulatory assets	1,392	1,319
Other current assets	770	1,345
Total current assets	12,626	11,002
Regulatory assets	4,060	3,743
Other assets	3,416	3,290
Total assets	137,751	133,840
Current liabilities:
Accounts payable	2,502	2,679
Accrued interest	563	558
Accrued property, income and other taxes	1,287	746
Accrued employee expenses	418	333
Current portion of long-term debt	3,199	3,201
Other current liabilities	1,648	1,677
Total current liabilities	11,860	10,313
Regulatory liabilities	6,423	7,070
Deferred income taxes	12,726	12,678
Other long-term liabilities	5,359	4,706
Total liabilities	84,791	83,201
Commitments and contingencies
Equity:
Preferred stock	850	850
Common stock	0	0
Additional paid-in capital	6,298	6,298
Retained earnings	43,880	41,833
Accumulated other comprehensive loss, net	(1,845)	(2,149)
Total shareholder's equity, parent	49,183	46,832
Total liabilities and equity	137,751	133,840
PAC
Current assets:
Cash and cash equivalents	586	641
Trade receivables, net	736	825
Other receivables	63	72
Inventories	533	474
Derivative contracts	51	184
Regulatory assets	374	275
Other current assets	112	213
Total current assets	2,455	2,684
Property, plant and equipment, net	25,488	24,430
Regulatory assets	1,745	1,605
Other assets	864	686
Total assets	30,552	29,405
Current liabilities:
Accounts payable	1,036	1,049
Accrued interest	145	128
Accrued property, income and other taxes	161	67
Accrued employee expenses	101	86
Current portion of long-term debt	565	449
Regulatory liabilities	99	96
Other current liabilities	335	271
Total current liabilities	2,442	2,146
Long-term debt	9,984	9,217
Regulatory liabilities	2,587	2,843
Deferred income taxes	3,136	3,152
Other long-term liabilities	1,976	1,306
Total liabilities	20,125	18,664
Commitments and contingencies
Equity:
Preferred stock	2	2
Common stock	0	0
Additional paid-in capital	4,479	4,479
Retained earnings	5,955	6,269
Accumulated other comprehensive loss, net	(9)	(9)
Total shareholder's equity, parent	10,427	10,741
Total liabilities and equity	$ 30,552	$ 29,405

XML

Consolidated Balance Sheets (Unaudited) - PAC (Parenthetical) - $ / shares shares in Millions	Jun. 30, 2023	Dec. 31, 2022
Common stock, shares authorized	115	115
Common stock, no par value (in dollars per share)	$ 0	$ 0
Common stock, shares issued	76	76
Common stock, shares outstanding	76	76
PAC
Common stock, shares authorized	750	750
Common stock, no par value (in dollars per share)	$ 0	$ 0
Common stock, shares issued	357	357
Common stock, shares outstanding	357	357

XML

Balance Sheets (Unaudited) - MEC - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 2,229	$ 1,591
Inventories	1,429	1,256
Other current assets	770	1,345
Total current assets	12,626	11,002
Regulatory assets	4,060	3,743
Investments and restricted cash and cash equivalents and investments	10,562	11,273
Other assets	3,416	3,290
Total assets	137,751	133,840
Current liabilities:
Accounts payable	2,502	2,679
Accrued interest	563	558
Accrued property, income and other taxes	1,287	746
Current portion of long-term debt	3,199	3,201
Other current liabilities	1,648	1,677
Total current liabilities	11,860	10,313
Regulatory liabilities	6,423	7,070
Deferred income taxes	12,726	12,678
Other long-term liabilities	5,359	4,706
Total liabilities	84,791	83,201
Commitments and contingencies
Equity:
Common stock	0	0
Additional paid-in capital	6,298	6,298
Retained earnings	43,880	41,833
Total shareholder's equity, parent	49,183	46,832
Total liabilities and equity	137,751	133,840
MEC
Current assets:
Cash and cash equivalents	454	258
Trade receivables, net	329	536
Income tax receivable	7	42
Inventories	320	277
Prepayments	107	91
Other current assets	30	66
Total current assets	1,247	1,270
Property, plant and equipment, net	21,145	21,091
Regulatory assets	603	550
Investments and restricted cash and cash equivalents and investments	980	902
Other assets	168	165
Total assets	24,143	23,978
Current liabilities:
Accounts payable	384	536
Accrued interest	83	85
Accrued property, income and other taxes	242	170
Current portion of long-term debt	253	317
Other current liabilities	133	93
Total current liabilities	1,095	1,201
Long-term debt	7,415	7,412
Regulatory liabilities	816	1,119
Deferred income taxes	3,503	3,433
Asset retirement obligations	782	683
Other long-term liabilities	508	485
Total liabilities	14,119	14,333
Commitments and contingencies
Equity:
Common stock	0	0
Additional paid-in capital	561	561
Retained earnings	9,463	9,084
Total shareholder's equity, parent	10,024	9,645
Total liabilities and equity	$ 24,143	$ 23,978

XML

Balance Sheets (Unaudited) - MEC (Parenthetical) - $ / shares shares in Millions	Jun. 30, 2023	Dec. 31, 2022
Common stock, shares authorized	115	115
Common stock, no par value (in dollars per share)	$ 0	$ 0
Common stock, shares issued	76	76
Common stock, shares outstanding	76	76
MEC
Common stock, shares authorized	350	350
Common stock, no par value (in dollars per share)	$ 0	$ 0
Common stock, shares issued	71	71
Common stock, shares outstanding	71	71

XML

Consolidated Balance Sheets (Unaudited) - MidAmerican Funding LLC - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 2,229	$ 1,591
Inventories	1,429	1,256
Other current assets	770	1,345
Total current assets	12,626	11,002
Property, plant and equipment, net	95,541	93,043
Goodwill	11,546	11,489
Regulatory assets	4,060	3,743
Investments and restricted cash and cash equivalents and investments	10,562	11,273
Other assets	3,416	3,290
Total assets	137,751	133,840
Current liabilities:
Accounts payable	2,502	2,679
Accrued interest	563	558
Accrued property, income and other taxes	1,287	746
Current portion of long-term debt	3,199	3,201
Other current liabilities	1,648	1,677
Total current liabilities	11,860	10,313
Regulatory liabilities	6,423	7,070
Deferred income taxes	12,726	12,678
Other long-term liabilities	5,359	4,706
Total liabilities	84,791	83,201
Commitments and contingencies
Equity:
Additional paid-in capital	6,298	6,298
Retained earnings	43,880	41,833
Total shareholder's equity, parent	49,183	46,832
Total liabilities and equity	137,751	133,840
MidAmerican Funding, LLC
Current assets:
Cash and cash equivalents	454	261
Trade receivables, net	329	536
Income tax receivable	6	43
Inventories	320	277
Prepayments	107	91
Other current assets	40	66
Total current assets	1,256	1,274
Property, plant and equipment, net	21,146	21,092
Goodwill	1,270	1,270
Regulatory assets	603	550
Investments and restricted cash and cash equivalents and investments	982	904
Other assets	168	164
Total assets	25,425	25,254
Current liabilities:
Accounts payable	384	536
Accrued interest	89	90
Accrued property, income and other taxes	243	170
Current portion of long-term debt	253	317
Other current liabilities	133	93
Total current liabilities	1,102	1,206
Long-term debt	7,655	7,652
Regulatory liabilities	816	1,119
Deferred income taxes	3,501	3,431
Asset retirement obligations	782	683
Other long-term liabilities	508	484
Total liabilities	14,364	14,575
Commitments and contingencies
Equity:
Additional paid-in capital	1,679	1,679
Retained earnings	9,382	9,000
Total shareholder's equity, parent	11,061	10,679
Total liabilities and equity	$ 25,425	$ 25,254

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Consolidated Balance Sheets (Unaudited) - NPC - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 2,229	$ 1,591
Inventories	1,429	1,256
Regulatory assets	1,392	1,319
Other current assets	770	1,345
Total current assets	12,626	11,002
Regulatory assets	4,060	3,743
Other assets	3,416	3,290
Total assets	137,751	133,840
Current liabilities:
Accounts payable	2,502	2,679
Accrued interest	563	558
Accrued property, income and other taxes	1,287	746
Current portion of long-term debt	3,199	3,201
Other current liabilities	1,648	1,677
Total current liabilities	11,860	10,313
Regulatory liabilities	6,423	7,070
Deferred income taxes	12,726	12,678
Other long-term liabilities	5,359	4,706
Total liabilities	84,791	83,201
Commitments and contingencies
Equity:
Common stock	0	0
Additional paid-in capital	6,298	6,298
Retained earnings	43,880	41,833
Accumulated other comprehensive loss, net	(1,845)	(2,149)
Total shareholder's equity, parent	49,183	46,832
Total liabilities and equity	137,751	133,840
NPC
Current assets:
Cash and cash equivalents	47	43
Trade receivables, net	460	388
Notes receivable from affiliates	0	100
Inventories	120	93
Regulatory assets	784	666
Other current assets	68	89
Total current assets	1,479	1,379
Property, plant and equipment, net	8,054	7,406
Regulatory assets	644	628
Other assets	388	388
Total assets	10,565	9,801
Current liabilities:
Accounts payable	636	422
Accrued interest	39	40
Accrued property, income and other taxes	35	32
Current portion of long-term debt	300	0
Regulatory liabilities	43	45
Customer deposits	54	51
Derivative contracts	104	51
Other current liabilities	63	49
Total current liabilities	1,274	690
Long-term debt	2,896	3,195
Finance lease obligations	286	295
Regulatory liabilities	1,035	1,093
Deferred income taxes	915	875
Other long-term liabilities	335	299
Total liabilities	6,741	6,447
Commitments and contingencies
Equity:
Common stock	0	0
Additional paid-in capital	2,733	2,333
Retained earnings	1,092	1,022
Accumulated other comprehensive loss, net	(1)	(1)
Total shareholder's equity, parent	3,824	3,354
Total liabilities and equity	$ 10,565	$ 9,801

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Consolidated Balance Sheets (Unaudited) - NPC (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Common stock, shares authorized	115,000,000	115,000,000
Common stock, shares issued	76,000,000	76,000,000
Common stock, shares outstanding	76,000,000	76,000,000
NPC
Common stock, par value (in dollars per share)	$ 1.00	$ 1.00
Common stock, shares authorized	1,000	1,000
Common stock, shares issued	1,000	1,000
Common stock, shares outstanding	1,000	1,000

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Consolidated Balance Sheets (Unaudited) - SPPC - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 2,229	$ 1,591
Inventories	1,429	1,256
Regulatory assets	1,392	1,319
Other current assets	770	1,345
Total current assets	12,626	11,002
Regulatory assets	4,060	3,743
Other assets	3,416	3,290
Total assets	137,751	133,840
Current liabilities:
Accounts payable	2,502	2,679
Accrued property, income and other taxes	1,287	746
Current portion of long-term debt	3,199	3,201
Other current liabilities	1,648	1,677
Total current liabilities	11,860	10,313
Regulatory liabilities	6,423	7,070
Deferred income taxes	12,726	12,678
Other long-term liabilities	5,359	4,706
Total liabilities	84,791	83,201
Commitments and contingencies
Equity:
Common stock	0	0
Additional paid-in capital	6,298	6,298
Retained earnings	43,880	41,833
Accumulated other comprehensive loss, net	(1,845)	(2,149)
Total shareholder's equity, parent	49,183	46,832
Total liabilities and equity	137,751	133,840
SPPC
Current assets:
Cash and cash equivalents	37	49
Trade receivables, net	165	175
Inventories	112	79
Regulatory assets	214	357
Other current assets	30	50
Total current assets	558	710
Property, plant and equipment, net	3,684	3,587
Regulatory assets	259	254
Other assets	183	181
Total assets	4,684	4,732
Current liabilities:
Accounts payable	190	224
Note payable to affiliate	0	70
Accrued property, income and other taxes	51	15
Current portion of long-term debt	250	250
Derivative contracts	31	14
Other current liabilities	87	79
Total current liabilities	609	652
Long-term debt, carrying value	899	898
Finance lease obligations	96	100
Regulatory liabilities	426	436
Deferred income taxes	416	445
Other long-term liabilities	143	153
Total liabilities	2,589	2,684
Commitments and contingencies
Equity:
Common stock	0	0
Additional paid-in capital	1,576	1,576
Retained earnings	520	473
Accumulated other comprehensive loss, net	(1)	(1)
Total shareholder's equity, parent	2,095	2,048
Total liabilities and equity	$ 4,684	$ 4,732

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Consolidated Balance Sheets (Unaudited) - SPPC (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Common stock, shares authorized	115,000,000	115,000,000
Common stock, shares issued	76,000,000	76,000,000
Common stock, shares outstanding	76,000,000	76,000,000
SPPC
Common stock, par value (in dollars per share)	$ 3.75	$ 3.75
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	1,000	1,000
Common stock, shares outstanding	1,000	1,000

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Consolidated Balance Sheets (Unaudited) - EEGH - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 2,229	$ 1,591
Trade receivables, net	2,488	2,876
Inventories	1,429	1,256
Other current assets	770	1,345
Total current assets	12,626	11,002
Property, plant and equipment, net	95,541	93,043
Goodwill	11,546	11,489
Investments	10,562	11,273
Other assets	3,416	3,290
Total assets	137,751	133,840
Current liabilities:
Accounts payable	2,502	2,679
Accrued property, income and other taxes	1,287	746
Current portion of long-term debt	3,199	3,201
Other current liabilities	1,648	1,677
Total current liabilities	11,860	10,313
Regulatory liabilities	6,423	7,070
Other long-term liabilities	5,359	4,706
Total liabilities	84,791	83,201
Commitments and contingencies
Member's equity:
Accumulated other comprehensive loss, net	(1,845)	(2,149)
Total liabilities and equity	137,751	133,840
EEGH
Current assets:
Cash and cash equivalents	82	65
Trade receivables, net	153	202
Receivables from affiliates	21	30
Notes receivable from affiliates	449	536
Inventories	134	127
Prepayments and other deferred charges	31	78
Natural gas imbalances	28	193
Other current assets	70	72
Total current assets	968	1,303
Property, plant and equipment, net	10,309	10,202
Goodwill	1,286	1,286
Investments	278	278
Other assets	90	95
Total assets	12,931	13,164
Current liabilities:
Accrued property, income and other taxes	65	77
Regulatory liabilities	37	126
Current portion of long-term debt	400	649
Other current liabilities	145	165
Total current liabilities	688	1,113
Long-term debt	3,248	3,243
Regulatory liabilities	597	596
Other long-term liabilities	354	324
Total liabilities	4,887	5,276
Commitments and contingencies
Member's equity:
Membership interests	4,152	3,983
Accumulated other comprehensive loss, net	(38)	(42)
Total member's equity	4,114	3,941
Noncontrolling interests	3,930	3,947
Total equity	8,044	7,888
Total liabilities and equity	$ 12,931	$ 13,164
Other Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration]	Affiliated Entity [Member]	Affiliated Entity [Member]
EEGH | Nonrelated party
Current liabilities:
Accounts payable	$ 40	$ 86
EEGH | Related party
Current liabilities:
Accounts payable	$ 1	$ 10

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Consolidated Balance Sheets (Unaudited) - EGTS - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 2,229	$ 1,591
Restricted cash and cash equivalents	158	173
Trade receivables, net	2,488	2,876
Inventories	1,429	1,256
Other current assets	770	1,345
Total current assets	12,626	11,002
Property, plant and equipment, net	95,541	93,043
Other assets	3,416	3,290
Total assets	137,751	133,840
Current liabilities:
Accounts payable	2,502	2,679
Accrued property, income and other taxes	1,287	746
Accrued employee expenses	418	333
Other current liabilities	1,648	1,677
Total current liabilities	11,860	10,313
Regulatory liabilities	6,423	7,070
Other long-term liabilities	5,359	4,706
Total liabilities	84,791	83,201
Commitments and contingencies
Equity:
Common stock	0	0
Additional paid-in capital	6,298	6,298
Retained earnings	43,880	41,833
Accumulated other comprehensive loss, net	(1,845)	(2,149)
Total shareholder's equity, parent	49,183	46,832
Total liabilities and equity	137,751	133,840
EGTS
Current assets:
Cash and cash equivalents	22	16
Restricted cash and cash equivalents	28	29
Trade receivables, net	71	113
Receivables from affiliates	12	13
Inventories	53	50
Income tax receivable	27	21
Prepayments and other deferred charges	26	36
Natural gas imbalances	26	193
Other current assets	6	9
Total current assets	271	480
Property, plant and equipment, net	4,655	4,504
Other assets	161	190
Total assets	5,087	5,174
Current liabilities:
Accrued property, income and other taxes	56	71
Accrued employee expenses	27	13
Note payable to affiliate	40	36
Regulatory liabilities	26	109
Customer and security deposits	28	29
Asset retirement obligations	16	25
Other current liabilities	36	39
Total current liabilities	263	373
Long-term debt	1,583	1,582
Regulatory liabilities	519	518
Other long-term liabilities	99	101
Total liabilities	2,464	2,574
Commitments and contingencies
Equity:
Common stock	609	609
Additional paid-in capital	1,300	1,275
Retained earnings	743	746
Accumulated other comprehensive loss, net	(29)	(30)
Total shareholder's equity, parent	2,623	2,600
Total liabilities and equity	$ 5,087	$ 5,174
Other Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration]	Affiliated Entity [Member]	Affiliated Entity [Member]
EGTS | Nonrelated party
Current liabilities:
Accounts payable	$ 31	$ 46
EGTS | Related party
Current liabilities:
Accounts payable	$ 3	$ 5

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Consolidated Balance Sheets (Unaudited) - EGTS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Common stock, shares authorized	115,000,000	115,000,000
Common stock, shares outstanding	76,000,000	76,000,000
Common stock, shares issued	76,000,000	76,000,000
EGTS
Common stock, shares authorized	75,000	75,000
Common stock, par value (in dollars per share)	$ 10,000	$ 10,000
Common stock, shares outstanding	60,101	60,101
Common stock, shares issued	60,101	60,101

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Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating revenue:
Total operating revenue	$ 6,229	$ 6,612	$ 12,575	$ 12,642
Energy:
Cost of sales	1,566	1,525	3,521	2,985
Operations and maintenance	1,200	1,081	2,742	2,024
Depreciation and amortization	970	1,045	2,020	2,052
Property and other taxes	197	199	409	404
Real estate	1,250	1,555	2,170	2,734
Total operating expenses	5,183	5,405	10,862	10,199
Operating income	1,046	1,207	1,713	2,443
Other income (expense):
Interest expense	(599)	(550)	(1,185)	(1,082)
Capitalized interest	33	18	57	35
Allowance for equity funds	61	42	110	80
Interest and dividend income	127	30	213	53
Gains on marketable securities, net	303	2,528	1,002	1,271
Other, net	78	(26)	118	(21)
Total other income (expense)	3	2,042	315	336
Income (loss) before income tax expense (benefit) and equity income (loss)	1,049	3,249	2,028	2,779
Income tax expense (benefit)	(255)	149	(417)	(358)
Equity income (loss)	(99)	(83)	(137)	(140)
Net income	1,205	3,017	2,308	2,997
Net income attributable to noncontrolling interests	130	120	244	229
Net income (loss) attributable to parent	1,075	2,897	2,064	2,768
Preferred dividends	9	13	17	29
Earnings on common shares	1,066	2,884	2,047	2,739
Energy
Operating revenue:
Total operating revenue	4,933	4,940	10,404	9,763
Real estate
Operating revenue:
Total operating revenue	$ 1,296	$ 1,672	$ 2,171	$ 2,879

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Consolidated Statements of Operations (Unaudited) - PAC - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating revenue	$ 6,229	$ 6,612	$ 12,575	$ 12,642
Operating expenses:
Cost of sales	1,566	1,525	3,521	2,985
Operating income	1,046	1,207	1,713	2,443
Other income (expense):
Interest expense	(599)	(550)	(1,185)	(1,082)
Allowance for borrowed funds	33	18	57	35
Allowance for equity funds	61	42	110	80
Interest and dividend income	127	30	213	53
Other, net	78	(26)	118	(21)
Total other income (expense)	3	2,042	315	336
Income (loss) before income tax expense (benefit) and equity income (loss)	1,049	3,249	2,028	2,779
Income tax expense (benefit)	(255)	149	(417)	(358)
Net income (loss) attributable to parent	1,075	2,897	2,064	2,768
PAC
Operating revenue	1,327	1,314	2,811	2,611
Operating expenses:
Cost of sales	462	451	1,076	916
Operations and maintenance	403	375	1,108	652
Depreciation and amortization	279	279	558	559
Property and other taxes	52	51	105	110
Total operating expenses	1,196	1,156	2,847	2,237
Operating income	131	158	(36)	374
Other income (expense):
Interest expense	(134)	(107)	(258)	(213)
Allowance for borrowed funds	16	6	29	12
Allowance for equity funds	34	15	61	28
Interest and dividend income	26	7	45	14
Other, net	3	(5)	5	(9)
Total other income (expense)	(55)	(84)	(118)	(168)
Income (loss) before income tax expense (benefit) and equity income (loss)	76	74	(154)	206
Income tax expense (benefit)	(30)	(8)	(140)	(6)
Net income (loss) attributable to parent	$ 106	$ 82	$ (14)	$ 212

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Statements of Operations (Unaudited) - MEC - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating revenue:
Total operating revenue	$ 6,229	$ 6,612	$ 12,575	$ 12,642
Operating expenses:
Cost of sales	1,566	1,525	3,521	2,985
Total operating expenses	5,183	5,405	10,862	10,199
Operating income	1,046	1,207	1,713	2,443
Other income (expense):
Interest expense	(599)	(550)	(1,185)	(1,082)
Allowance for equity funds	61	42	110	80
Other, net	78	(26)	118	(21)
Total other income (expense)	3	2,042	315	336
Income (loss) before income tax expense (benefit) and equity income (loss)	1,049	3,249	2,028	2,779
Income tax expense (benefit)	(255)	149	(417)	(358)
Net income (loss) attributable to parent	1,075	2,897	2,064	2,768
MEC
Operating revenue:
Total operating revenue	759	897	1,679	1,902
Operating expenses:
Operations and maintenance	216	200	421	392
Depreciation and amortization	226	277	460	527
Property and other taxes	40	36	82	76
Total operating expenses	641	807	1,473	1,712
Operating income	118	90	206	190
Other income (expense):
Interest expense	(81)	(78)	(161)	(156)
Allowance for borrowed funds	4	5	8	9
Allowance for equity funds	13	14	24	29
Other, net	15	(12)	31	(15)
Total other income (expense)	(49)	(71)	(98)	(133)
Income (loss) before income tax expense (benefit) and equity income (loss)	69	19	108	57
Income tax expense (benefit)	(167)	(188)	(370)	(394)
Net income (loss) attributable to parent	236	207	478	451
Regulated electric | MEC
Operating revenue:
Total operating revenue	661	725	1,252	1,333
Operating expenses:
Cost of sales	113	174	228	299
Regulated natural gas and other | MEC
Operating revenue:
Total operating revenue	98	172	427	569
Operating expenses:
Cost of sales	$ 46	$ 120	$ 282	$ 418

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Consolidated Statements of Operations (Unaudited) - MidAmerican Funding LLC - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating revenue:
Total operating revenue	$ 6,229	$ 6,612	$ 12,575	$ 12,642
Operating expenses:
Cost of sales	1,566	1,525	3,521	2,985
Total operating expenses	5,183	5,405	10,862	10,199
Operating income	1,046	1,207	1,713	2,443
Other income (expense):
Interest expense	(599)	(550)	(1,185)	(1,082)
Allowance for equity funds	61	42	110	80
Other, net	78	(26)	118	(21)
Total other income (expense)	3	2,042	315	336
Income (loss) before income tax expense (benefit) and equity income (loss)	1,049	3,249	2,028	2,779
Income tax expense (benefit)	(255)	149	(417)	(358)
Net income (loss) attributable to parent	1,075	2,897	2,064	2,768
MidAmerican Funding, LLC
Operating revenue:
Total operating revenue	759	897	1,679	1,902
Operating expenses:
Operations and maintenance	216	200	421	392
Depreciation and amortization	226	277	460	527
Property and other taxes	40	36	82	76
Total operating expenses	641	807	1,473	1,712
Operating income	118	90	206	190
Other income (expense):
Interest expense	(85)	(83)	(169)	(165)
Allowance for borrowed funds	4	5	8	9
Allowance for equity funds	13	14	24	29
Other, net	15	(10)	43	(14)
Total other income (expense)	(53)	(74)	(94)	(141)
Income (loss) before income tax expense (benefit) and equity income (loss)	65	16	112	49
Income tax expense (benefit)	(168)	(188)	(370)	(396)
Net income (loss) attributable to parent	233	204	482	445
Regulated electric | MidAmerican Funding, LLC
Operating revenue:
Total operating revenue	661	725	1,252	1,333
Operating expenses:
Cost of sales	113	174	228	299
Regulated natural gas and other | MidAmerican Funding, LLC
Operating revenue:
Total operating revenue	98	172	427	569
Operating expenses:
Cost of sales	$ 46	$ 120	$ 282	$ 418

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Consolidated Statements of Operations (Unaudited) - NPC - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating revenue	$ 6,229	$ 6,612	$ 12,575	$ 12,642
Operating expenses:
Cost of sales	1,566	1,525	3,521	2,985
Total operating expenses	5,183	5,405	10,862	10,199
Operating income	1,046	1,207	1,713	2,443
Other income (expense):
Interest expense	(599)	(550)	(1,185)	(1,082)
Capitalized interest	33	18	57	35
Allowance for equity funds	61	42	110	80
Interest and dividend income	127	30	213	53
Other, net	78	(26)	118	(21)
Total other income (expense)	3	2,042	315	336
Income (loss) before income tax expense (benefit) and equity income (loss)	1,049	3,249	2,028	2,779
Income tax expense (benefit)	(255)	149	(417)	(358)
Net income (loss) attributable to parent	1,075	2,897	2,064	2,768
NPC
Operating revenue	781	639	1,380	1,054
Operating expenses:
Cost of sales	493	336	877	548
Operations and maintenance	78	75	151	140
Depreciation and amortization	108	103	214	206
Property and other taxes	14	12	28	25
Total operating expenses	693	526	1,270	919
Operating income	88	113	110	135
Other income (expense):
Interest expense	(49)	(39)	(98)	(77)
Capitalized interest	7	2	9	3
Allowance for equity funds	4	2	8	5
Interest and dividend income	19	9	41	18
Other, net	4	(1)	8	0
Total other income (expense)	(15)	(27)	(32)	(51)
Income (loss) before income tax expense (benefit) and equity income (loss)	73	86	78	84
Income tax expense (benefit)	7	10	8	10
Net income (loss) attributable to parent	$ 66	$ 76	$ 70	$ 74

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Consolidated Statements of Operations (Unaudited) - SPPC - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Total operating revenue	$ 6,229	$ 6,612	$ 12,575	$ 12,642
Cost of sales	1,566	1,525	3,521	2,985
Total operating expenses	5,183	5,405	10,862	10,199
Operating income	1,046	1,207	1,713	2,443
Interest expense	(599)	(550)	(1,185)	(1,082)
Allowance for equity funds	61	42	110	80
Interest and dividend income	127	30	213	53
Other, net	78	(26)	118	(21)
Total other income (expense)	3	2,042	315	336
Income (loss) before income tax expense (benefit) and equity income (loss)	1,049	3,249	2,028	2,779
Income tax expense (benefit)	(255)	149	(417)	(358)
Net income (loss) attributable to parent	1,075	2,897	2,064	2,768
SPPC
Total operating revenue	337	258	737	537
Operations and maintenance	49	47	105	88
Depreciation and amortization	46	37	92	73
Property and other taxes	6	6	13	12
Total operating expenses	311	235	676	476
Operating income	26	23	61	61
Interest expense	(15)	(14)	(31)	(27)
Capitalized interest	3	0	5	1
Allowance for equity funds	3	2	5	4
Interest and dividend income	5	4	12	7
Other, net	1	0	2	2
Total other income (expense)	(3)	(8)	(7)	(13)
Income (loss) before income tax expense (benefit) and equity income (loss)	23	15	54	48
Income tax expense (benefit)	3	2	7	7
Net income (loss) attributable to parent	20	13	47	41
SPPC | Regulated electric
Total operating revenue	293	230	597	457
Cost of sales	179	129	360	253
SPPC | Regulated natural gas
Total operating revenue	44	28	140	80
Cost of sales	$ 31	$ 16	$ 106	$ 50

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Consolidated Statements of Operations (Unaudited) - EEGH - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating revenue	$ 6,229	$ 6,612	$ 12,575	$ 12,642
Operating expenses:
Total operating expenses	5,183	5,405	10,862	10,199
Operating income	1,046	1,207	1,713	2,443
Other income (expense):
Interest expense	(599)	(550)	(1,185)	(1,082)
Allowance for equity funds	61	42	110	80
Interest and dividend income	127	30	213	53
Other, net	78	(26)	118	(21)
Total other income (expense)	3	2,042	315	336
Income (loss) before income tax expense (benefit) and equity income (loss)	1,049	3,249	2,028	2,779
Income tax expense (benefit)	(255)	149	(417)	(358)
Equity income (loss)	(99)	(83)	(137)	(140)
Net income	1,205	3,017	2,308	2,997
Net income attributable to noncontrolling interests	130	120	244	229
Net income (loss) attributable to parent	1,075	2,897	2,064	2,768
EEGH
Operating revenue	521	504	1,074	986
Operating expenses:
Cost of (excess) gas	5	(21)	25	(22)
Operations and maintenance	134	124	277	242
Depreciation and amortization	80	80	160	165
Property and other taxes	26	37	63	66
Total operating expenses	245	220	525	451
Operating income	276	284	549	535
Other income (expense):
Interest expense	(35)	(36)	(72)	(72)
Allowance for equity funds	2	1	4	3
Interest and dividend income	11	0	20	0
Other, net	1	0	1	(1)
Total other income (expense)	(21)	(35)	(47)	(70)
Income (loss) before income tax expense (benefit) and equity income (loss)	255	249	502	465
Income tax expense (benefit)	31	37	70	67
Equity income (loss)	6	9	38	28
Net income	230	221	470	426
Net income attributable to noncontrolling interests	131	118	249	229
Net income (loss) attributable to parent	$ 99	$ 103	$ 221	$ 197

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Consolidated Statements of Operations (Unaudited) - EGTS - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating revenue	$ 6,229	$ 6,612	$ 12,575	$ 12,642
Operating expenses:
Total operating expenses	5,183	5,405	10,862	10,199
Operating income	1,046	1,207	1,713	2,443
Other income (expense):
Interest expense	(599)	(550)	(1,185)	(1,082)
Allowance for equity funds	61	42	110	80
Other, net	78	(26)	118	(21)
Total other income (expense)	3	2,042	315	336
Income tax expense (benefit)	(255)	149	(417)	(358)
Net income (loss) attributable to parent	1,075	2,897	2,064	2,768
EGTS
Operating revenue	236	234	514	457
Operating expenses:
Cost of (excess) gas	5	(21)	25	(24)
Operations and maintenance	95	86	194	170
Depreciation and amortization	37	38	74	81
Property and other taxes	7	15	21	24
Total operating expenses	144	118	314	251
Operating income	92	116	200	206
Other income (expense):
Interest expense	(17)	(17)	(35)	(34)
Allowance for equity funds	2	1	3	2
Other, net	2	(1)	2	(1)
Total other income (expense)	(13)	(17)	(30)	(33)
Income before income tax expense (benefit)	79	99	170	173
Income tax expense (benefit)	20	28	43	47
Net income (loss) attributable to parent	$ 59	$ 71	$ 127	$ 126

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Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 1,205	$ 3,017	$ 2,308	$ 2,997
Other comprehensive income (loss), net of tax:
Unrecognized amounts on retirement benefits, net of tax	(7)	25	(11)	40
Foreign currency translation adjustment	232	(481)	331	(591)
Unrealized gains (losses) on cash flow hedges, net of tax	39	26	(16)	103
Total other comprehensive income (loss), net of tax	264	(430)	304	(448)
Comprehensive income	1,469	2,587	2,612	2,549
Comprehensive income attributable to noncontrolling interests	130	120	244	229
Comprehensive income (loss) attributable to parent	$ 1,339	$ 2,467	$ 2,368	$ 2,320

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Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Unrecognized amounts on retirement benefits, tax	$ (4)	$ 9	$ (7)	$ 12
Unrealized gains (losses) on cash flow hedges, tax	$ 13	$ 8	$ (7)	$ 36

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Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - EEGH - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Net income	$ 1,205	$ 3,017	$ 2,308	$ 2,997
Other comprehensive income (loss), net of tax:
Unrecognized amounts on retirement benefits, net of tax	(7)	25	(11)	40
Unrealized gains (losses) on cash flow hedges, net of tax	39	26	(16)	103
Total other comprehensive income (loss), net of tax	264	(430)	304	(448)
Comprehensive income	1,469	2,587	2,612	2,549
Comprehensive income attributable to noncontrolling interests	130	120	244	229
Comprehensive income (loss) attributable to parent	1,339	2,467	2,368	2,320
EEGH
Net income	230	221	470	426
Other comprehensive income (loss), net of tax:
Unrecognized amounts on retirement benefits, net of tax	0	0	(1)	1
Unrealized gains (losses) on cash flow hedges, net of tax	7	(1)	5	3
Total other comprehensive income (loss), net of tax	7	(1)	4	4
Comprehensive income	237	220	474	430
Comprehensive income attributable to noncontrolling interests	131	118	249	229
Comprehensive income (loss) attributable to parent	$ 106	$ 102	$ 225	$ 201

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Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - EEGH (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Unrecognized amounts on retirement benefits, tax	$ (4)	$ 9	$ (7)	$ 12
Unrealized gains (losses) on cash flow hedges, tax	13	8	(7)	36
EEGH
Unrecognized amounts on retirement benefits, tax	0	0	0	0
Unrealized gains (losses) on cash flow hedges, tax	$ 4	$ 0	$ 3	$ 1

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Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - EGTS - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Net income (loss)	$ 1,075	$ 2,897	$ 2,064	$ 2,768
Other comprehensive income (loss), net of tax:
Comprehensive income (loss) attributable to parent	1,339	2,467	2,368	2,320
EGTS
Net income (loss)	59	71	127	126
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on cash flow hedges, net of tax	0	0	1	1
Total other comprehensive (loss) income, net of tax	0	0	1	1
Comprehensive income (loss) attributable to parent	$ 59	$ 71	$ 128	$ 127

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Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - EGTS (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Unrealized gains (losses) on cash flow hedges, tax	$ 13	$ 8	$ (7)	$ 36
EGTS
Unrealized gains (losses) on cash flow hedges, tax	$ 0	$ 0	$ 0	$ 0

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Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Millions	Total	Preferred Stock	Common Stock	Additional Paid-in Capital	Long-term Income Tax Receivable	Retained Earnings	Accumulated Other Comprehensive (Loss) Income, Net	Noncontrolling Interest
Balance at Dec. 31, 2021	$ 50,589	$ 1,650	$ 0	$ 6,374	$ (744)	$ 40,754	$ (1,340)	$ 3,895
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	2,997					2,768		229
Other comprehensive income (loss)	(448)						(448)
Preferred stock redemptions	(800)	(800)
Preferred stock dividend	(29)					(29)
Common stock purchases	(870)			(77)		(793)
Distributions	(245)							(245)
Contributions	2							2
Other equity transactions	(5)			1		(12)		6
Balance at Jun. 30, 2022	51,191	850	0	6,298	(744)	42,688	(1,788)	3,887
Balance at Mar. 31, 2022	50,424	1,650	0	6,374	(744)	40,608	(1,358)	3,894
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	3,017					2,897		120
Other comprehensive income (loss)	(430)						(430)
Preferred stock redemptions	(800)	(800)
Preferred stock dividend	(13)					(13)
Common stock purchases	(870)			(77)		(793)
Distributions	(129)							(129)
Contributions	2							2
Other equity transactions	(10)			1		(11)
Balance at Jun. 30, 2022	51,191	850	0	6,298	(744)	42,688	(1,788)	3,887
Balance at Dec. 31, 2022	50,639	850	0	6,298	0	41,833	(2,149)	3,807
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	2,308					2,064		244
Other comprehensive income (loss)	304						304
Preferred stock dividend	(17)					(17)
Distributions	(269)							(269)
Contributions	3							3
Other equity transactions	(8)							(8)
Balance at Jun. 30, 2023	52,960	850	0	6,298	0	43,880	(1,845)	3,777
Balance at Mar. 31, 2023	51,651	850	0	6,298	0	42,814	(2,109)	3,798
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	1,205					1,075		130
Other comprehensive income (loss)	264						264
Preferred stock dividend	(9)					(9)
Distributions	(144)							(144)
Contributions	1							1
Other equity transactions	(8)							(8)
Balance at Jun. 30, 2023	$ 52,960	$ 850	$ 0	$ 6,298	$ 0	$ 43,880	$ (1,845)	$ 3,777

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Consolidated Statements of Changes in Equity (Unaudited) - PAC - USD ($) $ in Millions	Total	Accumulated Other Comprehensive (Loss) Income, Net	PAC	PAC Preferred Stock	PAC Common Stock	PAC Additional Paid-in Capital	PAC Retained Earnings	PAC Accumulated Other Comprehensive (Loss) Income, Net
Balance at Dec. 31, 2021			$ 9,913	$ 2	$ 0	$ 4,479	$ 5,449	$ (17)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 2,768		212				212
Other comprehensive income (loss)	(448)	$ (448)	1					1
Dividends declared			(100)				(100)
Balance at Jun. 30, 2022			10,026	2	0	4,479	5,561	(16)
Balance at Mar. 31, 2022			10,044	2	0	4,479	5,579	(16)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	2,897		82				82
Other comprehensive income (loss)	(430)	(430)
Dividends declared			(100)				(100)
Balance at Jun. 30, 2022			10,026	2	0	4,479	5,561	(16)
Balance at Dec. 31, 2022	46,832		10,741	2	0	4,479	6,269	(9)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	2,064		(14)				(14)
Other comprehensive income (loss)	304	304
Dividends declared			(300)				(300)
Balance at Jun. 30, 2023	49,183		10,427	2	0	4,479	5,955	(9)
Balance at Mar. 31, 2023			10,321	2	0	4,479	5,849	(9)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	1,075		106				106
Other comprehensive income (loss)	264	$ 264
Balance at Jun. 30, 2023	$ 49,183		$ 10,427	$ 2	$ 0	$ 4,479	$ 5,955	$ (9)

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Statements of Changes in Shareholder's Equity (Unaudited) - MEC - USD ($) $ in Millions	Total	Additional Paid-in Capital	Retained Earnings	MEC	MEC Common Stock	MEC Additional Paid-in Capital	MEC Retained Earnings
Balance at Dec. 31, 2021				$ 8,960	$ 0	$ 561	$ 8,399
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 2,768			451			451
Other equity transactions	(5)	$ 1	$ (12)
Balance at Jun. 30, 2022				9,411	0	561	8,850
Balance at Mar. 31, 2022				9,204	0	561	8,643
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	2,897			207			207
Other equity transactions	(10)	$ 1	$ (11)
Balance at Jun. 30, 2022				9,411	0	561	8,850
Balance at Dec. 31, 2022	46,832			9,645	0	561	9,084
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	2,064			478			478
Dividends declared				(100)			(100)
Other equity transactions	(8)			1			1
Balance at Jun. 30, 2023	49,183			10,024	0	561	9,463
Balance at Mar. 31, 2023				9,788	0	561	9,227
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	1,075			236			236
Other equity transactions	(8)
Balance at Jun. 30, 2023	$ 49,183			$ 10,024	$ 0	$ 561	$ 9,463

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Consolidated Statements of Changes in Member's Equity (Unaudited) - MidAmerican Funding LLC - USD ($) $ in Millions	Total	MidAmerican Funding, LLC	MidAmerican Funding, LLC Additional Paid-in Capital	MidAmerican Funding, LLC Retained Earnings
Balance at Dec. 31, 2021		$ 9,801	$ 1,679	$ 8,122
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 2,768	445		445
Balance at Jun. 30, 2022		10,246	1,679	8,567
Balance at Mar. 31, 2022		10,042	1,679	8,363
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	2,897	204		204
Balance at Jun. 30, 2022		10,246	1,679	8,567
Balance at Dec. 31, 2022	46,832	10,679	1,679	9,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	2,064	482		482
Distribution to member		(100)		(100)
Balance at Jun. 30, 2023	49,183	11,061	1,679	9,382
Balance at Mar. 31, 2023		10,828	1,679	9,149
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	1,075	233		233
Balance at Jun. 30, 2023	$ 49,183	$ 11,061	$ 1,679	$ 9,382

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Consolidated Statements of Changes in Equity (Unaudited) - NPC - USD ($) $ in Millions	Total	NPC	NPC Common Stock	NPC Additional Paid-in Capital	NPC Retained Earnings	NPC Accumulated Other Comprehensive (Loss) Income, Net
Balance (shares) at Dec. 31, 2021			1,000
Balance at Dec. 31, 2021		$ 3,030	$ 0	$ 2,308	$ 724	$ (2)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 2,768	74			74
Contributions		25		25
Balance (shares) at Jun. 30, 2022			1,000
Balance at Jun. 30, 2022		3,129	$ 0	2,333	798	(2)
Balance (shares) at Mar. 31, 2022			1,000
Balance at Mar. 31, 2022		3,028	$ 0	2,308	722	(2)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 2,897	76			76
Contributions		25		25
Balance (shares) at Jun. 30, 2022			1,000
Balance at Jun. 30, 2022		$ 3,129	$ 0	2,333	798	(2)
Balance (shares) at Dec. 31, 2022	76,000,000	1,000	1,000
Balance at Dec. 31, 2022	$ 46,832	$ 3,354	$ 0	2,333	1,022	(1)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 2,064	70			70
Contributions		$ 400		400
Balance (shares) at Jun. 30, 2023	76,000,000	1,000	1,000
Balance at Jun. 30, 2023	$ 49,183	$ 3,824	$ 0	2,733	1,092	(1)
Balance (shares) at Mar. 31, 2023			1,000
Balance at Mar. 31, 2023		3,758	$ 0	2,733	1,026	(1)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 1,075	$ 66			66
Balance (shares) at Jun. 30, 2023	76,000,000	1,000	1,000
Balance at Jun. 30, 2023	$ 49,183	$ 3,824	$ 0	$ 2,733	$ 1,092	$ (1)

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Consolidated Statements of Changes in Equity (Unaudited) - SPPC - USD ($) $ in Millions	Total	SPPC	SPPC Common Stock	SPPC Additional Paid-in Capital	SPPC Retained Earnings	SPPC Accumulated Other Comprehensive (Loss) Income, Net
Balance (shares) at Dec. 31, 2021			1,000
Balance at Dec. 31, 2021		$ 1,535	$ 0	$ 1,111	$ 425	$ (1)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 2,768	41			41
Dividends declared		(70)			(70)
Contributions		340		340
Balance (shares) at Jun. 30, 2022			1,000
Balance at Jun. 30, 2022		1,846	$ 0	1,451	396	(1)
Balance (shares) at Mar. 31, 2022			1,000
Balance at Mar. 31, 2022		1,693	$ 0	1,241	453	(1)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 2,897	13			13
Dividends declared		(70)			(70)
Contributions		210		210
Balance (shares) at Jun. 30, 2022			1,000
Balance at Jun. 30, 2022		$ 1,846	$ 0	1,451	396	(1)
Balance (shares) at Dec. 31, 2022	76,000,000	1,000	1,000
Balance at Dec. 31, 2022	$ 46,832	$ 2,048	$ 0	1,576	473	(1)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 2,064	$ 47			47
Balance (shares) at Jun. 30, 2023	76,000,000	1,000	1,000
Balance at Jun. 30, 2023	$ 49,183	$ 2,095	$ 0	1,576	520	(1)
Balance (shares) at Mar. 31, 2023			1,000
Balance at Mar. 31, 2023		2,075	$ 0	1,576	500	(1)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 1,075	$ 20			20
Balance (shares) at Jun. 30, 2023	76,000,000	1,000	1,000
Balance at Jun. 30, 2023	$ 49,183	$ 2,095	$ 0	$ 1,576	$ 520	$ (1)

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Consolidated Statements of Changes in Equity (Unaudited) - EEGH - USD ($) $ in Millions	Total	EEGH	Member Interests EEGH	Accumulated Other Comprehensive (Loss) Income, Net	Accumulated Other Comprehensive (Loss) Income, Net EEGH	Noncontrolling Interest	Noncontrolling Interest EEGH
Balance at Dec. 31, 2021	$ 50,589	$ 7,494	$ 3,501	$ (1,340)	$ (43)	$ 3,895	$ 4,036
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	2,997	426	197				229
Other comprehensive income (loss)	(448)	4		(448)	4
Distributions		(275)	(33)				(242)
Contributions		68	68
Balance at Jun. 30, 2022	51,191	7,717	3,733	(1,788)	(39)	3,887	4,023
Balance at Mar. 31, 2022	50,424	7,590	3,595	(1,358)	(38)	3,894	4,033
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	3,017	221	103				118
Other comprehensive income (loss)	(430)	(1)		(430)	(1)
Distributions		(161)	(33)				(128)
Contributions		68	68
Balance at Jun. 30, 2022	51,191	7,717	3,733	(1,788)	(39)	3,887	4,023
Balance at Dec. 31, 2022	50,639	7,888	3,983	(2,149)	(42)	3,807	3,947
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	2,308	470	221				249
Other comprehensive income (loss)	304	4		304	4
Distributions		(351)	(85)				(266)
Contributions		33	33
Balance at Jun. 30, 2023	52,960	8,044	4,152	(1,845)	(38)	3,777	3,930
Balance at Mar. 31, 2023	51,651	8,005	4,109	(2,109)	(45)	3,798	3,941
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	1,205	230	99				131
Other comprehensive income (loss)	264	7		264	7
Distributions		(221)	(79)				(142)
Contributions		23	23
Balance at Jun. 30, 2023	$ 52,960	$ 8,044	$ 4,152	$ (1,845)	$ (38)	$ 3,777	$ 3,930

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Consolidated Statements of Changes in Equity (Unaudited) - EGTS - USD ($) $ in Millions	Total	EGTS	Common Stock EGTS	Additional Paid-in Capital EGTS	Retained Earnings EGTS	Accumulated Other Comprehensive (Loss) Income, Net EGTS
Balance (shares) at Dec. 31, 2021			60,101,000,000
Balance at Dec. 31, 2021		$ 2,540	$ 609	$ 1,241	$ 721	$ (31)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 2,768	126			126
Other comprehensive income (loss)		1				1
Dividends declared		(97)			(97)
Contributions		13		13
Balance (shares) at Jun. 30, 2022			60,101,000,000
Balance at Jun. 30, 2022		2,583	$ 609	1,254	750	(30)
Balance (shares) at Mar. 31, 2022			60,101,000,000
Balance at Mar. 31, 2022		2,596	$ 609	1,241	776	(30)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 2,897	71			71
Other comprehensive income (loss)		0
Dividends declared		(97)			(97)
Contributions		13		13
Balance (shares) at Jun. 30, 2022			60,101,000,000
Balance at Jun. 30, 2022		$ 2,583	$ 609	1,254	750	(30)
Balance (shares) at Dec. 31, 2022	76,000,000	60,101	60,101,000,000
Balance at Dec. 31, 2022	$ 46,832	$ 2,600	$ 609	1,275	746	(30)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 2,064	127			127
Other comprehensive income (loss)		1				1
Dividends declared		(130)			(130)
Contributions		$ 25		25
Balance (shares) at Jun. 30, 2023	76,000,000	60,101	60,101,000,000
Balance at Jun. 30, 2023	$ 49,183	$ 2,623	$ 609	1,300	743	(29)
Balance (shares) at Mar. 31, 2023			60,101,000,000
Balance at Mar. 31, 2023		2,667	$ 609	1,282	805	(29)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 1,075	59			59
Other comprehensive income (loss)		0
Dividends declared		(121)			(121)
Contributions		$ 18		18
Balance (shares) at Jun. 30, 2023	76,000,000	60,101	60,101,000,000
Balance at Jun. 30, 2023	$ 49,183	$ 2,623	$ 609	$ 1,300	$ 743	$ (29)

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net income	$ 2,308	$ 2,997
Adjustments to reconcile net income to net cash flows from operating activities:
Gains on marketable securities, net	(1,002)	(1,271)
Depreciation and amortization	2,045	2,081
Allowance for equity funds	(110)	(80)
Equity loss (income), net of distributions	188	202
Net power cost deferrals	(446)	(288)
Amortization of net power cost deferrals	279	119
Other changes in regulatory assets and liabilities	(66)	(57)
Deferred income taxes and investment tax credits, net	(117)	385
Other, net	(93)	37
Changes in other operating assets and liabilities, net of effects from acquisitions:
Trade receivables and other assets	(60)	(156)
Derivative collateral, net	(224)	189
Pension and other postretirement benefit plans	(10)	(21)
Accrued property, income and other taxes, net	530	489
Accounts payable and other liabilities	52	457
Wildfires insurance receivable	(133)	(161)
Wildfires liability	524	225
Net cash flows from operating activities	3,665	5,147
Cash flows from investing activities:
Capital expenditures	(4,025)	(3,382)
Purchases of marketable securities	(155)	(281)
Proceeds from sales of marketable securities	1,798	257
Purchases of U.S. Treasury Bills	(3,294)	0
Proceeds from sales of U.S. Treasury Bills	231	0
Proceeds from maturities of U.S. Treasury Bills	1,775	0
Equity method investments	(20)	(28)
Other, net	16	(18)
Net cash flows from investing activities	(3,674)	(3,452)
Cash flows from financing activities:
Preferred stock redemptions	0	(800)
Preferred dividends	(17)	(33)
Common stock purchases	0	(870)
Proceeds from BHE senior debt	0	987
Repayments of BHE senior debt	(400)	0
Proceeds from subsidiary debt	1,188	1,201
Repayments of subsidiary debt	(959)	(542)
Net proceeds from (repayments of) short-term debt	1,118	(54)
Distributions to noncontrolling interests	(269)	(246)
Other, net	(36)	(248)
Net cash flows from financing activities	625	(605)
Effect of exchange rate changes	7	(33)
Net change in cash and cash equivalents and restricted cash and cash equivalents	623	1,057
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	1,817	1,244
Cash and cash equivalents and restricted cash and cash equivalents at end of period	$ 2,440	$ 2,301

XML

Consolidated Statements of Cash Flows (Unaudited) - PAC - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ 2,064	$ 2,768
Adjustments to reconcile net income to net cash flows from operating activities:
Allowance for equity funds	(110)	(80)
Net power cost deferrals	(446)	(288)
Amortization of net power cost deferrals	279	119
Other changes in regulatory assets and liabilities	(66)	(57)
Deferred income taxes and investment tax credits, net	(117)	385
Other, net	(93)	37
Changes in other operating assets and liabilities, net of effects from acquisitions:
Trade receivables and other assets	(60)	(156)
Derivative collateral, net	(224)	189
Accrued property, income and other taxes, net	530	489
Accounts payable and other liabilities	52	457
Wildfires insurance receivable	(133)	(161)
Wildfires liability	524	225
Net cash flows from operating activities	3,665	5,147
Cash flows from investing activities:
Capital expenditures	(4,025)	(3,382)
Other, net	16	(18)
Net cash flows from investing activities	(3,674)	(3,452)
Cash flows from financing activities:
Other, net	(36)	(248)
Net cash flows from financing activities	625	(605)
Net change in cash and cash equivalents and restricted cash and cash equivalents	623	1,057
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	1,817	1,244
Cash and cash equivalents and restricted cash and cash equivalents at end of period	2,440	2,301
PAC
Cash flows from operating activities:
Net income (loss)	(14)	212
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	558	559
Allowance for equity funds	(61)	(28)
Net power cost deferrals	(255)	(62)
Amortization of net power cost deferrals	71	27
Other changes in regulatory assets and liabilities	(54)	(41)
Deferred income taxes and investment tax credits, net	(68)	29
Other, net	(2)	12
Changes in other operating assets and liabilities, net of effects from acquisitions:
Trade receivables and other assets	113	17
Inventories	(59)	(16)
Derivative collateral, net	(90)	69
Accrued property, income and other taxes, net	161	152
Accounts payable and other liabilities	216	219
Wildfires insurance receivable	(133)	(161)
Wildfires liability	524	225
Net cash flows from operating activities	907	1,213
Cash flows from investing activities:
Capital expenditures	(1,529)	(894)
Other, net	0	6
Net cash flows from investing activities	(1,529)	(888)
Cash flows from financing activities:
Proceeds from long-term debt	1,189	0
Repayments of long-term debt	(309)	(9)
Dividends paid	(300)	(100)
Other, net	(3)	(2)
Net cash flows from financing activities	577	(111)
Net change in cash and cash equivalents and restricted cash and cash equivalents	(45)	214
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	674	186
Cash and cash equivalents and restricted cash and cash equivalents at end of period	$ 629	$ 400

XML

Statements of Cash Flows (Unaudited) - MEC - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ 2,064	$ 2,768
Adjustments to reconcile net income to net cash flows from operating activities:
Allowance for equity funds	(110)	(80)
Deferred income taxes and investment tax credits, net	(117)	385
Other, net	(93)	37
Changes in other operating assets and liabilities, net of effects from acquisitions:
Trade receivables and other assets	(60)	(156)
Accrued property, income and other taxes, net	530	489
Accounts payable and other liabilities	52	457
Net cash flows from operating activities	3,665	5,147
Cash flows from investing activities:
Capital expenditures	(4,025)	(3,382)
Purchases of marketable securities	(155)	(281)
Proceeds from sales of marketable securities	1,798	257
Other, net	16	(18)
Net cash flows from investing activities	(3,674)	(3,452)
Cash flows from financing activities:
Other, net	(36)	(248)
Net cash flows from financing activities	625	(605)
Net change in cash and cash equivalents and restricted cash and cash equivalents	623	1,057
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	1,817	1,244
Cash and cash equivalents and restricted cash and cash equivalents at end of period	2,440	2,301
MEC
Cash flows from operating activities:
Net income (loss)	478	451
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	460	527
Amortization of utility plant to other operating expenses	16	19
Allowance for equity funds	(24)	(29)
Deferred income taxes and investment tax credits, net	46	58
Settlements of asset retirement obligations	(15)	(28)
Other, net	3	33
Changes in other operating assets and liabilities, net of effects from acquisitions:
Trade receivables and other assets	203	2
Inventories	(43)	8
Accrued property, income and other taxes, net	107	94
Accounts payable and other liabilities	(106)	(10)
Net cash flows from operating activities	1,125	1,125
Cash flows from investing activities:
Capital expenditures	(763)	(862)
Purchases of marketable securities	(95)	(214)
Proceeds from sales of marketable securities	81	210
Other, net	10	6
Net cash flows from investing activities	(767)	(860)
Cash flows from financing activities:
Common stock dividend	(100)	0
Repayments of long-term debt	(65)	0
Other, net	(1)	(1)
Net cash flows from financing activities	(166)	(1)
Net change in cash and cash equivalents and restricted cash and cash equivalents	192	264
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	268	239
Cash and cash equivalents and restricted cash and cash equivalents at end of period	$ 460	$ 503

XML

Consolidated Statements of Cash Flows (Unaudited) - MidAmerican Funding LLC - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ 2,064	$ 2,768
Adjustments to reconcile net income to net cash flows from operating activities:
Allowance for equity funds	(110)	(80)
Deferred income taxes and investment tax credits, net	(117)	385
Other, net	(93)	37
Changes in other operating assets and liabilities, net of effects from acquisitions:
Trade receivables and other assets	(60)	(156)
Accrued property, income and other taxes, net	530	489
Accounts payable and other liabilities	52	457
Net cash flows from operating activities	3,665	5,147
Cash flows from investing activities:
Capital expenditures	(4,025)	(3,382)
Purchases of marketable securities	(155)	(281)
Proceeds from sales of marketable securities	1,798	257
Other, net	16	(18)
Net cash flows from investing activities	(3,674)	(3,452)
Cash flows from financing activities:
Repayments of long-term debt	(959)	(542)
Other, net	(36)	(248)
Net cash flows from financing activities	625	(605)
Net change in cash and cash equivalents and restricted cash and cash equivalents	623	1,057
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	1,817	1,244
Cash and cash equivalents and restricted cash and cash equivalents at end of period	2,440	2,301
MidAmerican Funding, LLC
Cash flows from operating activities:
Net income (loss)	482	445
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	460	527
Amortization of utility plant to other operating expenses	16	19
Allowance for equity funds	(24)	(29)
Deferred income taxes and investment tax credits, net	46	58
Settlements of asset retirement obligations	(15)	(28)
Other, net	(10)	32
Changes in other operating assets and liabilities, net of effects from acquisitions:
Trade receivables and other assets	194	1
Inventories	(43)	8
Accrued property, income and other taxes, net	110	95
Accounts payable and other liabilities	(106)	(10)
Net cash flows from operating activities	1,110	1,118
Cash flows from investing activities:
Capital expenditures	(763)	(862)
Purchases of marketable securities	(95)	(214)
Proceeds from sales of marketable securities	81	210
Proceeds from sale of investment	12	0
Other, net	10	6
Net cash flows from investing activities	(755)	(860)
Cash flows from financing activities:
Distribution to member	(100)	0
Repayments of long-term debt	(65)	0
Net change in note payable to affiliate	0	8
Other, net	(1)	(1)
Net cash flows from financing activities	(166)	7
Net change in cash and cash equivalents and restricted cash and cash equivalents	189	265
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	271	240
Cash and cash equivalents and restricted cash and cash equivalents at end of period	$ 460	$ 505

XML

Consolidated Statements of Cash Flows (Unaudited) - NPC - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ 2,064	$ 2,768
Adjustments to reconcile net income to net cash flows from operating activities:
Allowance for equity funds	(110)	(80)
Deferred income taxes and investment tax credits, net	(117)	385
Net power cost deferrals	(446)	(288)
Amortization of net power cost deferrals	279	119
Other, net	(93)	37
Changes in other operating assets and liabilities, net of effects from acquisitions:
Trade receivables and other assets	(60)	(156)
Accrued property, income and other taxes, net	530	489
Accounts payable and other liabilities	52	457
Net cash flows from operating activities	3,665	5,147
Cash flows from investing activities:
Capital expenditures	(4,025)	(3,382)
Net cash flows from investing activities	(3,674)	(3,452)
Cash flows from financing activities:
Net proceeds from (repayments of) short-term debt	1,118	(54)
Other, net	(36)	(248)
Net cash flows from financing activities	625	(605)
Net change in cash and cash equivalents and restricted cash and cash equivalents	623	1,057
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	1,817	1,244
Cash and cash equivalents and restricted cash and cash equivalents at end of period	2,440	2,301
NPC
Cash flows from operating activities:
Net income (loss)	70	74
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	214	206
Allowance for equity funds	(8)	(5)
Other changes in regulatory assets and liabilities	(19)	(14)
Deferred income taxes and investment tax credits, net	9	12
Net power cost deferrals	(252)	(159)
Amortization of net power cost deferrals	131	46
Other, net	(1)	10
Changes in other operating assets and liabilities, net of effects from acquisitions:
Trade receivables and other assets	(83)	(154)
Inventories	(27)	(4)
Accrued property, income and other taxes, net	(4)	18
Accounts payable and other liabilities	202	194
Net cash flows from operating activities	232	224
Cash flows from investing activities:
Capital expenditures	(719)	(350)
Proceeds from repayment of affiliate note receivable	100	0
Net cash flows from investing activities	(619)	(350)
Cash flows from financing activities:
Net (repayments of) proceeds from long-term debt	(1)	300
Net proceeds from (repayments of) short-term debt	0	(180)
Contributions from parent	400	25
Other, net	(10)	(9)
Net cash flows from financing activities	389	136
Net change in cash and cash equivalents and restricted cash and cash equivalents	2	10
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	60	45
Cash and cash equivalents and restricted cash and cash equivalents at end of period	$ 62	$ 55

XML

Consolidated Statements of Cash Flows (Unaudited) - SPPC - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ 2,064	$ 2,768
Adjustments to reconcile net income to net cash flows from operating activities:
Allowance for equity funds	(110)	(80)
Deferred income taxes and investment tax credits, net	(117)	385
Net power cost deferrals	(446)	(288)
Amortization of net power cost deferrals	279	119
Other, net	(93)	37
Changes in other operating assets and liabilities, net of effects from acquisitions:
Trade receivables and other assets	(60)	(156)
Accrued property, income and other taxes, net	530	489
Accounts payable and other liabilities	52	457
Net cash flows from operating activities	3,665	5,147
Cash flows from investing activities:
Capital expenditures	(4,025)	(3,382)
Net cash flows from investing activities	(3,674)	(3,452)
Cash flows from financing activities:
Net proceeds from (repayments of) short-term debt	1,118	(54)
Other, net	(36)	(248)
Net cash flows from financing activities	625	(605)
Net change in cash and cash equivalents and restricted cash and cash equivalents	623	1,057
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	1,817	1,244
Cash and cash equivalents and restricted cash and cash equivalents at end of period	2,440	2,301
SPPC
Cash flows from operating activities:
Net income (loss)	47	41
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	92	73
Allowance for equity funds	(5)	(4)
Other changes in regulatory assets and liabilities	8	(8)
Deferred income taxes and investment tax credits, net	(38)	5
Net power cost deferrals	61	(67)
Amortization of net power cost deferrals	77	46
Other, net	(1)	2
Changes in other operating assets and liabilities, net of effects from acquisitions:
Trade receivables and other assets	9	(1)
Inventories	(34)	(10)
Accrued property, income and other taxes, net	49	3
Accounts payable and other liabilities	(33)	28
Net cash flows from operating activities	232	108
Cash flows from investing activities:
Capital expenditures	(170)	(191)
Net cash flows from investing activities	(170)	(191)
Cash flows from financing activities:
Proceeds from long-term debt	0	249
Repayments of long-term debt	0	(265)
Net proceeds from (repayments of) short-term debt	0	(159)
Dividends paid	0	(70)
Proceeds from equity contributions	0	340
Issuance (repayment) of notes payable to affiliates, net	(70)	0
Other, net	(4)	(4)
Net cash flows from financing activities	(74)	91
Net change in cash and cash equivalents and restricted cash and cash equivalents	(12)	8
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	56	16
Cash and cash equivalents and restricted cash and cash equivalents at end of period	$ 44	$ 24

XML

Consolidated Statements of Cash Flows (Unaudited) - EEGH - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net income	$ 2,308	$ 2,997
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	2,045	2,081
Allowance for equity funds	(110)	(80)
Equity loss (income), net of distributions	188	202
Deferred income taxes	(117)	385
Other, net	(93)	37
Changes in other operating assets and liabilities:
Trade receivables and other assets	(60)	(156)
Derivative collateral, net	(224)	189
Accrued property, income and other taxes	530	489
Accounts payable and other liabilities	52	457
Net cash flows from operating activities	3,665	5,147
Cash flows from investing activities:
Capital expenditures	(4,025)	(3,382)
Other, net	16	(18)
Net cash flows from investing activities	(3,674)	(3,452)
Cash flows from financing activities:
Distributions to noncontrolling interests	(269)	(246)
Net cash flows from financing activities	625	(605)
Net change in cash and cash equivalents and restricted cash and cash equivalents	623	1,057
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	1,817	1,244
Cash and cash equivalents and restricted cash and cash equivalents at end of period	2,440	2,301
EEGH
Cash flows from operating activities:
Net income	470	426
Adjustments to reconcile net income to net cash flows from operating activities:
(Gains) losses on other items, net	(7)	2
Depreciation and amortization	160	165
Allowance for equity funds	(4)	(3)
Equity loss (income), net of distributions	2	(5)
Other changes in regulatory assets and liabilities	(92)	(2)
Deferred income taxes	47	52
Other, net	0	5
Changes in other operating assets and liabilities:
Trade receivables and other assets	89	26
Receivables from affiliates	8	32
Gas balancing activities	17	(22)
Derivative collateral, net	2	(3)
Accrued property, income and other taxes	6	(3)
Accounts payable to affiliates	(9)	(32)
Accounts payable and other liabilities	(45)	43
Net cash flows from operating activities	644	681
Cash flows from investing activities:
Capital expenditures	(124)	(151)
Proceeds from assignment of shale development rights	8	0
Proceeds from repayment of affiliate note receivable	252	15
Notes to affiliates	(166)	(204)
Other, net	(3)	(7)
Net cash flows from investing activities	(33)	(347)
Cash flows from financing activities:
Repayments of long-term debt	(250)	0
Distributions to noncontrolling interests	(266)	(242)
Distributions	(78)	0
Net cash flows from financing activities	(594)	(242)
Net change in cash and cash equivalents and restricted cash and cash equivalents	17	92
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	95	39
Cash and cash equivalents and restricted cash and cash equivalents at end of period	$ 112	$ 131

XML

Consolidated Statements of Cash Flows (Unaudited) - EGTS - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ 2,064	$ 2,768
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	2,045	2,081
Allowance for equity funds	(110)	(80)
Deferred income taxes	(117)	385
Other, net	(93)	37
Changes in other operating assets and liabilities:
Trade receivables and other assets	(60)	(156)
Accrued property, income and other taxes	530	489
Accounts payable and other liabilities	52	457
Net cash flows from operating activities	3,665	5,147
Cash flows from investing activities:
Capital expenditures	(4,025)	(3,382)
Other, net	16	(18)
Net cash flows from investing activities	(3,674)	(3,452)
Cash flows from financing activities:
Net cash flows from financing activities	625	(605)
Net change in cash and cash equivalents and restricted cash and cash equivalents	623	1,057
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	1,817	1,244
Cash and cash equivalents and restricted cash and cash equivalents at end of period	2,440	2,301
EGTS
Cash flows from operating activities:
Net income (loss)	127	126
Adjustments to reconcile net income to net cash flows from operating activities:
(Gains) losses on other items, net	(8)	1
Depreciation and amortization	74	81
Allowance for equity funds	(3)	(2)
Other changes in regulatory assets and liabilities	(80)	(9)
Deferred income taxes	30	30
Other, net	(1)	4
Changes in other operating assets and liabilities:
Trade receivables and other assets	53	28
Receivables from affiliates	1	1
Gas balancing activities	21	(22)
Accrued property, income and other taxes	(15)	(8)
Accounts payable and other liabilities	8	49
Accounts payable to affiliates	(3)	2
Net cash flows from operating activities	204	281
Cash flows from investing activities:
Capital expenditures	(86)	(109)
Proceeds from assignment of shale development rights	8	0
Repayment of notes by affiliates	0	10
Notes to affiliates	0	(8)
Other, net	(3)	(6)
Net cash flows from investing activities	(81)	(113)
Cash flows from financing activities:
Net change in note payable to affiliate	4	(61)
Dividends paid	(122)	(80)
Net cash flows from financing activities	(118)	(141)
Net change in cash and cash equivalents and restricted cash and cash equivalents	5	27
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	45	26
Cash and cash equivalents and restricted cash and cash equivalents at end of period	$ 50	$ 53

XML

General

6 Months Ended

Jun. 30, 2023

Segment Reporting Information [Line Items]

General

General

Berkshire Hathaway Energy Company ("BHE") is a holding company that owns a highly diversified portfolio of locally managed and operated businesses principally engaged in the energy industry (collectively with its subsidiaries, the "Company") and is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway").

The Company's operations are organized as eight business segments: PacifiCorp and its subsidiaries ("PacifiCorp"), MidAmerican Funding, LLC and its subsidiaries ("MidAmerican Funding") (which primarily consists of MidAmerican Energy Company ("MidAmerican Energy")), NV Energy, Inc. and its subsidiaries ("NV Energy") (which primarily consists of Nevada Power Company and its subsidiaries ("Nevada Power") and Sierra Pacific Power Company and its subsidiaries ("Sierra Pacific")), Northern Powergrid Holdings Company and its subsidiaries ("Northern Powergrid") (which primarily consists of Northern Powergrid (Northeast) plc and Northern Powergrid (Yorkshire) plc), BHE Pipeline Group, LLC and its subsidiaries (which primarily consists of BHE GT&S, LLC and its subsidiaries ("BHE GT&S"), Northern Natural Gas Company ("Northern Natural Gas") and Kern River Gas Transmission Company ("Kern River")), BHE Transmission (which consists of BHE Canada Holdings Corporation and its subsidiaries ("BHE Canada") (which primarily consists of AltaLink, L.P. ("AltaLink")) and BHE U.S. Transmission, LLC and its subsidiaries), BHE Renewables, LLC and its subsidiaries ("BHE Renewables") and HomeServices of America, Inc. and its subsidiaries ("HomeServices"). The Company, through these locally managed and operated businesses, owns four utility companies in the U.S. serving customers in 11 states, two electricity distribution companies in Great Britain, five interstate natural gas pipeline companies in the U.S., interests in a liquefied natural gas ("LNG") export, import and storage facility in the U.S., an electric transmission business in Canada, interests in electric transmission businesses in the U.S., a renewable energy business primarily investing in wind, solar, geothermal and hydroelectric projects and one of the largest residential real estate brokerage firms and residential real estate brokerage franchise networks in the U.S.

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 2023, and for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the three- and six-month periods ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, describes the most significant accounting policies used in the preparation of the unaudited Consolidated Financial Statements. There have been no significant changes in the Company's accounting policies or its assumptions regarding significant accounting estimates during the six-month period ended June 30, 2023, other than the updates associated with the Company's estimates of loss contingencies related to the Oregon and Northern California 2020 wildfires (the "2020 Wildfires") and the 2022 McKinney fire as discussed in Note 11.

PAC

Segment Reporting Information [Line Items]

General

General

PacifiCorp, which includes PacifiCorp and its subsidiaries, is a U.S. regulated electric utility company serving retail customers, including residential, commercial, industrial, irrigation and other customers in portions of Utah, Oregon, Wyoming, Washington, Idaho and California. PacifiCorp owns, or has interests in, a number of thermal, hydroelectric, wind-powered and geothermal generating facilities, as well as electric transmission and distribution assets. PacifiCorp also buys and sells electricity on the wholesale market with other utilities, energy marketing companies, financial institutions and other market participants. PacifiCorp is subject to comprehensive state and federal regulation. PacifiCorp's subsidiaries support its electric utility operations by providing coal mining services. PacifiCorp is an indirect subsidiary of Berkshire Hathaway Energy Company ("BHE"), a holding company based in Des Moines, Iowa that owns subsidiaries principally engaged in energy businesses. BHE is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway").

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 2023, and for the three- and six-month periods ended June 30, 2023 and 2022. The Consolidated Statements of Comprehensive Income (Loss) have been omitted as net income (loss) materially equals comprehensive income (loss) for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the three- and six-month periods ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Notes to Consolidated Financial Statements included in PacifiCorp's Annual Report on Form 10-K for the year ended December 31, 2022, describes the most significant accounting policies used in the preparation of the unaudited Consolidated Financial Statements. There have been no significant changes in PacifiCorp's accounting policies or its assumptions regarding significant accounting estimates during the six-month period ended June 30, 2023, other than the updates associated with PacifiCorp's estimates of loss contingencies related to the Oregon and Northern California 2020 wildfires (the "2020 Wildfires") and the 2022 McKinney fire as discussed in Note 9.

MEC

Segment Reporting Information [Line Items]

General

General

MidAmerican Energy Company ("MidAmerican Energy") is a public utility with electric and natural gas operations and is the principal subsidiary of MHC Inc. ("MHC"). MHC is a holding company that conducts no business other than the ownership of its subsidiaries. MHC's nonregulated subsidiary is Midwest Capital Group, Inc. MHC is the direct wholly owned subsidiary of MidAmerican Funding, LLC ("MidAmerican Funding"), which is an Iowa limited liability company with Berkshire Hathaway Energy Company ("BHE") as its sole member. BHE is a holding company based in Des Moines, Iowa, that owns subsidiaries principally engaged in energy businesses. BHE is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway").

The unaudited Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Financial Statements as of June 30, 2023, and for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the six-month period ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Financial Statements. Note 2 of Notes to Financial Statements included in MidAmerican Energy's Annual Report on Form 10-K for the year ended December 31, 2022, describes the most significant accounting policies used in the preparation of the unaudited Financial Statements. There have been no significant changes in MidAmerican Energy's accounting policies or its assumptions regarding significant accounting estimates during the six-month period ended June 30, 2023.

MidAmerican Funding, LLC

Segment Reporting Information [Line Items]

General

General

MidAmerican Funding, LLC ("MidAmerican Funding") is an Iowa limited liability company with Berkshire Hathaway Energy Company ("BHE") as its sole member. BHE is a holding company based in Des Moines, Iowa, that owns subsidiaries principally engaged in energy businesses. BHE is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway"). MidAmerican Funding's direct wholly owned subsidiary is MHC Inc. ("MHC"), which constitutes substantially all of MidAmerican Funding's assets, liabilities and business activities except those related to MidAmerican Funding's long-term debt securities. MHC conducts no business other than the ownership of its subsidiaries. MHC's principal subsidiary is MidAmerican Energy Company ("MidAmerican Energy"), a public utility with electric and natural gas operations, and its direct wholly owned nonregulated subsidiary is Midwest Capital Group, Inc.

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 2023, and for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the six-month period ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Notes to Consolidated Financial Statements included in MidAmerican Funding's Annual Report on Form 10-K for the year ended December 31, 2022, describes the most significant accounting policies used in the preparation of the unaudited Consolidated Financial Statements. There have been no significant changes in MidAmerican Funding's accounting policies or its assumptions regarding significant accounting estimates during the six-month period ended June 30, 2023.

NPC

Segment Reporting Information [Line Items]

General

General

Nevada Power Company, together with its subsidiaries ("Nevada Power"), is a wholly owned subsidiary of NV Energy, Inc. ("NV Energy"), a holding company that also owns Sierra Pacific Power Company and its subsidiaries ("Sierra Pacific") and certain other subsidiaries. Nevada Power is a U.S. regulated electric utility company serving retail customers, including residential, commercial and industrial customers, primarily in the Las Vegas, North Las Vegas, Henderson and adjoining areas. NV Energy is an indirect wholly owned subsidiary of Berkshire Hathaway Energy Company ("BHE"). BHE is a holding company based in Des Moines, Iowa that owns subsidiaries principally engaged in energy businesses. BHE is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway").

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 2023, and for the three- and six-month periods ended June 30, 2023 and 2022. The Consolidated Statements of Comprehensive Income have been omitted as net income equals comprehensive income for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the three- and six-month periods ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Notes to Consolidated Financial Statements included in Nevada Power's Annual Report on Form 10-K for the year ended December 31, 2022, describes the most significant accounting policies used in the preparation of the unaudited Consolidated Financial Statements. There have been no significant changes in Nevada Power's accounting policies or its assumptions regarding significant accounting estimates during the six-month period ended June 30, 2023.

SPPC

Segment Reporting Information [Line Items]

General

General

Sierra Pacific Power Company, together with its subsidiaries ("Sierra Pacific"), is a wholly owned subsidiary of NV Energy, Inc. ("NV Energy"), a holding company that also owns Nevada Power Company and its subsidiaries ("Nevada Power") and certain other subsidiaries. Sierra Pacific is a U.S. regulated electric utility company serving retail customers, including residential, commercial and industrial customers and regulated retail natural gas customers primarily in northern Nevada. NV Energy is an indirect wholly owned subsidiary of Berkshire Hathaway Energy Company ("BHE"). BHE is a holding company based in Des Moines, Iowa that owns subsidiaries principally engaged in energy businesses. BHE is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway").

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 2023, and for the three- and six-month periods ended June 30, 2023 and 2022. The Consolidated Statements of Comprehensive Income have been omitted as net income equals comprehensive income for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the three- and six-month periods ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Notes to Consolidated Financial Statements included in Sierra Pacific's Annual Report on Form 10-K for the year ended December 31, 2022, describes the most significant accounting policies used in the preparation of the unaudited Consolidated Financial Statements. There have been no significant changes in Sierra Pacific's accounting policies or its assumptions regarding significant accounting estimates during the six-month period ended June 30, 2023.

EEGH

Segment Reporting Information [Line Items]

General

General

Eastern Energy Gas Holdings, LLC is a holding company, and together with its subsidiaries ("Eastern Energy Gas") conducts business activities consisting of Federal Energy Regulatory Commission ("FERC")-regulated interstate natural gas transmission systems and underground storage operations in the eastern region of the U.S. and operates Cove Point LNG, LP ("Cove Point"), a liquefied natural gas ("LNG") export, import and storage facility. Eastern Energy Gas owns 100% of the general partner interest and 25% of the limited partner interests in Cove Point. In addition, Eastern Energy Gas owns a 50% noncontrolling interest in Iroquois Gas Transmission System, L.P. ("Iroquois"), a 416-mile FERC-regulated interstate natural gas transmission system. Eastern Energy Gas is an indirect wholly owned subsidiary of Berkshire Hathaway Energy Company ("BHE"). BHE is a holding company based in Des Moines, Iowa that owns subsidiaries principally engaged in the energy industry. BHE is a consolidated subsidiary of Berkshire Hathaway Inc.

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 2023 and for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the three- and six-month periods ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Notes to Consolidated Financial Statements included in Eastern Energy Gas' Annual Report on Form 10-K for the year ended December 31, 2022 describes the most significant accounting policies used in the preparation of the unaudited Consolidated Financial Statements. There have been no significant changes in Eastern Energy Gas' accounting policies or its assumptions regarding significant accounting estimates during the six-month period ended June 30, 2023.

EGTS

Segment Reporting Information [Line Items]

General

General

Eastern Gas Transmission and Storage, Inc. and its subsidiaries ("EGTS") conduct business activities consisting of Federal Energy Regulatory Commission ("FERC")-regulated interstate natural gas transmission systems and underground storage. EGTS' operations include transmission assets located in Maryland, New York, Ohio, Pennsylvania, Virginia and West Virginia. EGTS also operates one of the nation's largest underground natural gas storage systems located in New York, Pennsylvania and West Virginia. EGTS is a wholly owned subsidiary of Eastern Energy Gas Holdings, LLC ("Eastern Energy Gas"), which is an indirect wholly owned subsidiary of Berkshire Hathaway Energy Company ("BHE"). BHE is a holding company based in Des Moines, Iowa that owns subsidiaries principally engaged in the energy industry. BHE is a consolidated subsidiary of Berkshire Hathaway Inc.

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 2023 and for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the three- and six-month periods ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Notes to Consolidated Financial Statements included in EGTS' Annual Report on Form 10-K for the year ended December 31, 2022 describes the most significant accounting policies used in the preparation of the unaudited Consolidated Financial Statements. There have been no significant changes in EGTS' accounting policies or its assumptions regarding significant accounting estimates during the six-month period ended June 30, 2023.

XML

New Accounting Pronouncements	6 Months Ended
	Jun. 30, 2023
Accounting Changes and Error Corrections [Abstract]
New Accounting Pronouncements	New Accounting PronouncementsIn March 2023, the FASB issued ASU No. 2023-02, amending FASB ASC Topic 323-740, "Investments—Equity Method and Joint Ventures—Income Taxes" which set forth the conditions needed to apply the proportional amortization method. The amendments in this update permit reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. This guidance is effective for interim and annual reporting periods beginning after December 15, 2023, with early adoption permitted, and is required to be adopted either using a modified retrospective approach by means of a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption or a retrospective approach by means of a cumulative-effect adjustment to retained earnings as of the beginning of the earliest fiscal year presented. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.

XML

Business Acquisitions

6 Months Ended

Jun. 30, 2023

Business Acquisition [Line Items]

Business Acquisitions

Business Acquisitions

On July 9, 2023, BHE and Eastern MLP Holding Company II, LLC ("the Buyer"), an indirect wholly owned subsidiary of BHE, entered into a Purchase and Sale Agreement (the "Purchase Agreement") with Dominion Energy, Inc. ("DEI") and DECP Holdings, Inc. (the "Seller"), an indirect wholly owned subsidiary of DEI, to purchase (the "Transaction") Seller's 50% limited partner interests in Cove Point LNG, LP ("Cove Point") for a cash purchase price of $3.3 billion, plus the pro rata portion of any quarterly distribution made by Cove Point for the fiscal quarter in which the Transaction closes. BHE expects to fund the purchase price with cash on hand, including cash realized from the liquidation of certain investments. Upon the completion of the Transaction, the Buyer will own an aggregate of 75% of the limited partner interests, and its affiliate, Cove Point GP Holding Company, LLC, will continue to own 100% of the general partner interest, of Cove Point.

The consummation of the Transaction contemplated by the Purchase Agreement is subject to customary closing conditions, including without limitation (i) the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the filing of a notification with the U.S. Department of Energy and the expiration of any applicable period; and (iii) the accuracy of the representations and warranties and compliance by the parties in all material respects with their respective obligations under the Purchase Agreement. The Transaction is expected to close by year-end 2023, subject to satisfaction of the foregoing conditions, among other things.

The Purchase Agreement provides that if the Seller or DEI terminates the Purchase agreement due to a breach of the Purchase Agreement by the Buyer or Buyer's failure to consummate the Transaction within three business days after all of the conditions to close have been satisfied or waived, BHE will pay to the Seller a termination fee of $150 million.

EEGH

Business Acquisition [Line Items]

Business Acquisitions

Business Acquisitions

On July 9, 2023, BHE and Eastern MLP Holding Company II, LLC ("the Buyer"), an indirect wholly owned subsidiary of Eastern Energy Gas, entered into a Purchase and Sale Agreement (the "Purchase Agreement") with Dominion Energy, Inc. ("DEI") and DECP Holdings, Inc. (the "Seller"), an indirect wholly owned subsidiary of DEI, to purchase (the "Transaction") Seller's 50% limited partner interests in Cove Point for a cash purchase price of $3.3 billion, plus the pro rata portion of any quarterly distribution made by Cove Point for the fiscal quarter in which the Transaction closes. Eastern Energy Gas expects to fund the purchase price with equity contributions from BHE. Upon the completion of the Transaction, the Buyer will own an aggregate of 75% of the limited partner interests, and its affiliate, Cove Point GP Holding Company, LLC, will continue to own 100% of the general partner interest, of Cove Point.

The consummation of the Transaction contemplated by the Purchase Agreement is subject to customary closing conditions, including without limitation (i) the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the filing of a notification with the U.S. Department of Energy and the expiration of any applicable period; and (iii) the accuracy of the representations and warranties and compliance by the parties in all material respects with their respective obligations under the Purchase Agreement. The Transaction is expected to close by year-end 2023, subject to satisfaction of the foregoing conditions, among other things.

The Purchase Agreement provides that if the Seller or DEI terminates the Purchase agreement due to a breach of the Purchase Agreement by the Buyer or Buyer's failure to consummate the Transaction within three business days after all of the conditions to close have been satisfied or waived, BHE will pay to the Seller a termination fee of $150 million.

XML

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

6 Months Ended

Jun. 30, 2023

PAC

Condensed Cash Flow Statements, Captions [Line Items]

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash equivalents consist of funds invested in money market mutual funds, U.S. Treasury Bills and other investments with a maturity of three months or less when purchased. Cash and cash equivalents exclude amounts where availability is restricted by legal requirements, loan agreements or other contractual provisions. Restricted cash and cash equivalents consist substantially of funds representing vendor retention, nuclear decommissioning and custodial funds. A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	586	$	641
Restricted cash and cash equivalents included in other current assets	9		7
Restricted cash included in other assets	34		26
Total cash and cash equivalents and restricted cash and cash equivalents	$	629	$	674

MEC

Condensed Cash Flow Statements, Captions [Line Items]

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash equivalents consist of funds invested in money market mutual funds, U.S. Treasury Bills and other investments with a maturity of three months or less when purchased. Cash and cash equivalents exclude amounts where availability is restricted by legal requirements, loan agreements or other contractual provisions. Restricted cash and cash equivalents consist substantially of funds restricted for wildlife preservation. A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	454	$	258
Restricted cash and cash equivalents in other current assets	6		10
Total cash and cash equivalents and restricted cash and cash equivalents	$	460	$	268

MidAmerican Funding, LLC

Condensed Cash Flow Statements, Captions [Line Items]

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash equivalents consist of funds invested in money market mutual funds, U.S. Treasury Bills and other investments with a maturity of three months or less when purchased. Cash and cash equivalents exclude amounts where availability is restricted by legal requirements, loan agreements or other contractual provisions. Restricted cash and cash equivalents consist substantially of funds restricted for wildlife preservation. A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	454	$	261
Restricted cash and cash equivalents in other current assets	6		10
Total cash and cash equivalents and restricted cash and cash equivalents	$	460	$	271

NPC

Condensed Cash Flow Statements, Captions [Line Items]

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash equivalents consist of funds invested in money market mutual funds, U.S. Treasury Bills and other investments with a maturity of three months or less when purchased. Cash and cash equivalents exclude amounts where availability is restricted by legal requirements, loan agreements or other contractual provisions. Restricted cash and cash equivalents consist of funds restricted by the Public Utilities Commission of Nevada ("PUCN") for a certain renewable energy contract. A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	47	$	43
Restricted cash and cash equivalents included in other current assets	15		17
Total cash and cash equivalents and restricted cash and cash equivalents	$	62	$	60

SPPC

Condensed Cash Flow Statements, Captions [Line Items]

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash equivalents consist of funds invested in money market mutual funds, U.S. Treasury Bills and other investments with a maturity of three months or less when purchased. Cash and cash equivalents exclude amounts where availability is restricted by legal requirements, loan agreements or other contractual provisions. Restricted cash and cash equivalents consist of funds restricted by the Public Utilities Commission of Nevada ("PUCN") for a certain renewable energy contract. A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	37	$	49
Restricted cash and cash equivalents included in other current assets	7		7
Total cash and cash equivalents and restricted cash and cash equivalents	$	44	$	56

XML

Property, Plant and Equipment, Net

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment, Net

Property, Plant and Equipment, Net

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

		As of
	Depreciable	June 30,		December 31,
	Life	2023		2022
Regulated assets:
Utility generation, transmission and distribution systems	5-80 years	$	94,351	$	92,759
Interstate natural gas pipeline assets	3-80 years	18,605		18,328
		112,956		111,087
Accumulated depreciation and amortization		(36,088)		(34,599)
Regulated assets, net		76,868		76,488
Nonregulated assets:
Independent power plants	2-50 years	8,476		8,545
Cove Point LNG facility	40 years	3,417		3,412
Other assets	2-30 years	2,787		2,693
		14,680		14,650
Accumulated depreciation and amortization		(3,617)		(3,452)
Nonregulated assets, net		11,063		11,198
		87,931		87,686
Construction work-in-progress		7,610		5,357
Property, plant and equipment, net		$	95,541	$	93,043

Construction work-in-progress includes $7.1 billion as of June 30, 2023 and $4.9 billion as of December 31, 2022, related to the construction of regulated assets.

PAC

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment, Net

Property, Plant and Equipment, Net

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

		As of
		June 30,		December 31,
	Depreciable Life	2023		2022
Utility plant:
Generation	15 - 59 years	$	13,766	$	13,726
Transmission	60 - 90 years	8,096		8,051
Distribution	20 - 75 years	8,689		8,477
Intangible plant(1) and other	5 - 75 years	2,783		2,755
Utility plant in-service		33,334		33,009
Accumulated depreciation and amortization		(11,446)		(11,093)
Utility plant in-service, net		21,888		21,916
Nonregulated, net of accumulated depreciation and amortization	14 - 95 years	18		18
		21,906		21,934
Construction work-in-progress		3,582		2,496
Property, plant and equipment, net		$	25,488	$	24,430

(1)Computer software costs included in intangible plant are initially assigned a depreciable life of 5 to 10 years.

MEC

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment, Net

Property, Plant and Equipment, Net

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

		As of
		June 30,		December 31,
	Depreciable Life	2023		2022
Utility plant:
Generation	20-62 years	$	18,360	$	18,582
Transmission	55-80 years	2,730		2,662
Electric distribution	15-80 years	5,072		4,931
Natural gas distribution	30-75 years	2,186		2,144
Utility plant in-service		28,348		28,319
Accumulated depreciation and amortization		(8,351)		(8,024)
Utility plant in-service, net		19,997		20,295
Nonregulated property, net of accumulated depreciation and amortization	20-50 years	6		6
		20,003		20,301
Construction work-in-progress		1,142		790
Property, plant and equipment, net		$	21,145	$	21,091

Under a revenue sharing arrangement in Iowa, MidAmerican Energy accrues throughout the year a regulatory liability based on the extent to which its anticipated annual equity return exceeds specified thresholds, with an equal amount recorded in depreciation and amortization expense. The annual regulatory liability accrual reduces utility plant upon final determination of the amount. For the six-month periods ended June 30, 2023 and 2022, $16 million and $96 million, respectively, is reflected in depreciation and amortization expense on the Statement of Operations.

MidAmerican Funding, LLC

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment, Net

Property, Plant and Equipment, NetRefer to Note 3 of MidAmerican Energy's Notes to Financial Statements.

NPC

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment, Net

Property, Plant and Equipment, Net

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

		As of
	Depreciable Life	June 30,		December 31,
		2023		2022
Utility plant:
Generation	30 - 55 years	$	4,100	$	3,977
Transmission	45 - 70 years	1,581		1,562
Distribution	20 - 65 years	4,299		4,134
General and intangible plant	5 - 65 years	898		871
Utility plant		10,878		10,544
Accumulated depreciation and amortization		(3,731)		(3,624)
Utility plant, net		7,147		6,920
Non-regulated, net of accumulated depreciation and amortization	45 years	1		1
		7,148		6,921
Construction work-in-progress		906		485
Property, plant and equipment, net		$	8,054	$	7,406

SPPC

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment, Net

Property, Plant and Equipment, Net

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

		As of
	Depreciable Life	June 30,		December 31,
		2023		2022
Utility plant:
Electric generation	25 - 70 years	$	1,308	$	1,298
Electric transmission	50 - 76 years	998		993
Electric distribution	20 - 76 years	2,015		1,983
Electric general and intangible plant	5 - 65 years	225		219
Natural gas distribution	35 - 70 years	465		455
Natural gas general and intangible plant	5 - 65 years	16		15
Common general	5 - 65 years	385		380
Utility plant		5,412		5,343
Accumulated depreciation and amortization		(2,058)		(1,992)
		3,354		3,351
Construction work-in-progress		330		236
Property, plant and equipment, net		$	3,684	$	3,587

During 2022, Sierra Pacific revised its electric and gas depreciation rates effective January 2023 based on the results of a new depreciation study, the most significant impact of which was shorter average service lives for intangible software. The net effect of this change along with various changes to the average service lives of other utility plant groups will increase depreciation and amortization expense by $19 million annually based on depreciable plant balances at the time of the change.

EEGH

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment, Net

Property, Plant and Equipment, Net

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

		As of
		June 30,		December 31,
	Depreciable Life	2023		2022
Utility plant:
Interstate natural gas transmission and storage assets	21 - 51 years	$	9,132	$	8,922
Intangible plant	5 - 17 years	116		113
Utility plant in-service		9,248		9,035
Accumulated depreciation and amortization		(3,118)		(3,039)
Utility plant in-service, net		6,130		5,996
Nonutility plant:
LNG facility	40 years	4,526		4,522
Intangible plant	14 years	25		25
Nonutility plant		4,551		4,547
Accumulated depreciation and amortization		(605)		(542)
Nonutility plant, net		3,946		4,005
		10,076		10,001
Construction work-in-progress		233		201
Property, plant and equipment, net		$	10,309	$	10,202

Construction work-in-progress includes $218 million and $181 million as of June 30, 2023 and December 31, 2022, respectively, related to the construction of utility plant.

Assignment of Shale Development Rights

In June 2023, Eastern Gas Transmission and Storage, Inc. ("EGTS") conveyed development rights to a natural gas producer for approximately 6,500 acres of Utica Shale and Point Pleasant Formation underneath one of its natural gas storage fields and received proceeds of $8 million and an overriding royalty interest in gas produced from the acreage. This transaction resulted in an $8 million ($6 million after-tax) gain, included in operations and maintenance expense in its Consolidated Statements of Operations.

EGTS

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment, Net

Property, Plant and Equipment, Net

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

		As of
		June 30,		December 31,
	Depreciable Life	2023		2022
Interstate natural gas transmission and storage assets	28 - 50 years	$	6,890	$	6,724
Intangible plant	12 - 19 years	80		79
Plant in-service		6,970		6,803
Accumulated depreciation and amortization		(2,498)		(2,440)
		4,472		4,363
Construction work-in-progress		183		141
Property, plant and equipment, net		$	4,655	$	4,504

Assignment of Shale Development Rights

In June 2023, EGTS conveyed development rights to a natural gas producer for approximately 6,500 acres of Utica Shale and Point Pleasant Formation underneath one of its natural gas storage fields and received proceeds of $8 million and an overriding royalty interest in gas produced from the acreage. This transaction resulted in an $8 million ($6 million after-tax) gain, included in operations and maintenance expense in its Consolidated Statements of Operations.

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Regulatory Matters	6 Months Ended
	Jun. 30, 2023
EEGH
Schedule Of Regulatory Assets and Liabilities [Line Items]
Regulatory Matters	Regulatory MattersIn September 2021, EGTS filed a general rate case for its FERC-jurisdictional services, with proposed rates to be effective November 1, 2021. EGTS proposed an annual cost-of-service of approximately $1.1 billion, and requested increases in various rates, including general system storage rates by 85% and general system transmission rates by 60%. In October 2021, the FERC issued an order that accepted the November 1, 2021 effective date for certain changes in rates, while suspending the other changes for five months following the proposed effective date, until April 1, 2022, subject to refund. In September 2022, a settlement agreement was filed with the FERC, which provided for increased service rates and decreased depreciation rates. Under the terms of the settlement agreement, EGTS' rates result in an increase to annual firm transmission and storage services revenues of approximately $160 million and a decrease in annual depreciation expense of approximately $30 million, compared to the rates in effect prior to April 1, 2022. EGTS' provision for rate refund for April 2022 through February 2023, including accrued interest, totaled $91 million. In November 2022, the FERC approved the settlement agreement and the rate refunds to customers were processed in late February 2023.
EGTS
Schedule Of Regulatory Assets and Liabilities [Line Items]
Regulatory Matters	Regulatory MattersIn September 2021, EGTS filed a general rate case for its FERC-jurisdictional services, with proposed rates to be effective November 1, 2021. EGTS proposed an annual cost-of-service of approximately $1.1 billion, and requested increases in various rates, including general system storage rates by 85% and general system transmission rates by 60%. In October 2021, the FERC issued an order that accepted the November 1, 2021 effective date for certain changes in rates, while suspending the other changes for five months following the proposed effective date, until April 1, 2022, subject to refund. In September 2022, a settlement agreement was filed with the FERC, which provided for increased service rates and decreased depreciation rates. Under the terms of the settlement agreement, EGTS' rates result in an increase to annual firm transmission and storage services revenues of approximately $160 million and a decrease in annual depreciation expense of approximately $30 million, compared to the rates in effect prior to April 1, 2022. EGTS' provision for rate refund for April 2022 through February 2023, including accrued interest, totaled $91 million. In November 2022, the FERC approved the settlement agreement and the rate refunds to customers were processed in late February 2023.

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Investments and Restricted Cash and Cash Equivalents and Investments

6 Months Ended

Jun. 30, 2023

Restricted Cash and Cash Equivalents Items [Line Items]

Investments and Restricted Cash and Cash Equivalents and Investments

Investments and Restricted Cash and Cash Equivalents and Investments

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

	As of
	June 30,		December 31,
	2023		2022
Investments:
BYD Company Limited common stock	$	3,129	$	3,763
U.S. Treasury Bills	3,281		1,931
Rabbi trusts	468		433
Other	330		335
Total investments	7,208		6,462
Equity method investments:
BHE Renewables tax equity investments	4,289		4,535
Electric Transmission Texas, LLC	657		623
Iroquois Gas Transmission System, L.P.	596		600
Other	359		304
Total equity method investments	5,901		6,062
Restricted cash and cash equivalents and investments:
Quad Cities Station nuclear decommissioning trust funds	726		664
Other restricted cash and cash equivalents	211		226
Total restricted cash and cash equivalents and investments	937		890
Total investments and restricted cash and cash equivalents and investments	$	14,046	$	13,414
Reflected as:
Other current assets	$	3,484	$	2,141
Noncurrent assets	10,562		11,273
Total investments and restricted cash and cash equivalents and investments	$	14,046	$	13,414

Investments

Gains on marketable securities, net recognized during the period consists of the following (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Unrealized gains recognized on marketable securities held at the reporting date	$	268	$	2,527	$	725	$	1,270
Net gains recognized on marketable securities sold during the period	35		1		277		1
Gains on marketable securities, net	$	303	$	2,528	$	1,002	$	1,271

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash equivalents consist of funds invested in money market mutual funds, U.S. Treasury Bills and other investments with a maturity of three months or less when purchased. Cash and cash equivalents exclude amounts where availability is restricted by legal requirements, loan agreements or other contractual provisions. Restricted cash and cash equivalents consist substantially of funds restricted for debt service obligations for certain of the Company's nonregulated renewable energy projects. A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	2,229	$	1,591
Investments and restricted cash and cash equivalents	158		173
Investments and restricted cash and cash equivalents and investments	53		53
Total cash and cash equivalents and restricted cash and cash equivalents	$	2,440	$	1,817

EEGH

Restricted Cash and Cash Equivalents Items [Line Items]

Investments and Restricted Cash and Cash Equivalents and Investments

Investments and Restricted Cash and Cash Equivalents

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

	As of
	June 30,		December 31,
	2023		2022
Investments:
Investment funds	$	18	$	14
Equity method investments:
Iroquois	260		264
Total investments	278		278
Restricted cash and cash equivalents:
Customer deposits	30		30
Total restricted cash and cash equivalents	30		30
Total investments and restricted cash and cash equivalents	$	308	$	308
Reflected as:
Current assets	$	30	$	30
Noncurrent assets	278		278
Total investments and restricted cash and cash equivalents	$	308	$	308

Equity Method Investments

Eastern Energy Gas, through subsidiaries, owns 50% of Iroquois, which owns and operates an interstate natural gas transmission system located in the states of New York and Connecticut.

As of June 30, 2023 and December 31, 2022, the carrying amount of Eastern Energy Gas' investments exceeded its share of underlying equity in net assets by $130 million. The difference reflects equity method goodwill and is not being amortized. Eastern Energy Gas received distributions from its investments of $40 million and $23 million for the six-month periods ended June 30, 2023 and 2022, respectively.

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash equivalents consist of funds invested in money market mutual funds, U.S. Treasury Bills and other investments with a maturity of three months or less when purchased. Cash and cash equivalents exclude amounts where availability is restricted by legal requirements, loan agreements or other contractual provisions. Restricted cash and cash equivalents consist of customer deposits as allowed under the FERC gas tariffs. A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	82	$	65
Restricted cash and cash equivalents included in other current assets	30		30
Total cash and cash equivalents and restricted cash and cash equivalents	$	112	$	95

EGTS

Restricted Cash and Cash Equivalents Items [Line Items]

Investments and Restricted Cash and Cash Equivalents and Investments

Investments and Restricted Cash and Cash Equivalents

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

	As of
	June 30,		December 31,
	2023		2022
Investments:
Investment funds	$	18	$	14
Restricted cash and cash equivalents:
Customer deposits	28		29
Total restricted cash and cash equivalents	28		29
Total investments and restricted cash and cash equivalents	$	46	$	43
Reflected as:
Current assets	$	28	$	29
Noncurrent assets	18		14
Total investments and restricted cash and cash equivalents	$	46	$	43

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash equivalents consist of funds invested in money market mutual funds, U.S. Treasury Bills and other investments with a maturity of three months or less when purchased. Cash and cash equivalents exclude amounts where availability is restricted by legal requirements, loan agreements or other contractual provisions. Restricted cash and cash equivalents consist of customer deposits as allowed under the FERC gas tariff. A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	22	$	16
Restricted cash and cash equivalents	28		29
Total cash and cash equivalents and restricted cash and cash equivalents	$	50	$	45

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Recent Financing Transactions

6 Months Ended

Jun. 30, 2023

Debt Instrument [Line Items]

Recent Financing Transactions

Recent Financing Transactions

Long-Term Debt

In May 2023, PacifiCorp issued $1.2 billion of its 5.50% First Mortgage Bonds due May 2054. PacifiCorp intends, within 24 months of the issuance date, to allocate an amount equal to the net proceeds to finance or refinance, in whole or in part, new or existing investments or expenditures made in one or more eligible projects in alignment with BHE's Green Financing Framework.

Credit Facilities

In June 2023, BHE amended its existing $3.5 billion unsecured credit facility expiring in June 2025. The amendment extended the expiration date to June 2026.

In June 2023, PacifiCorp amended its existing $1.2 billion unsecured credit facility expiring in June 2025. The amendment increased the lender commitment to $2.0 billion and extended the expiration date to June 2026. Additionally, in June 2023, PacifiCorp terminated its existing $800 million 364-day unsecured credit facility expiring in January 2024.

In June 2023, MidAmerican Energy amended its existing $1.5 billion unsecured credit facility expiring in June 2025. The amendment extended the expiration date to June 2026.

In June 2023, Nevada Power and Sierra Pacific each amended its existing $400 million and $250 million secured credit facilities expiring in June 2025. The amendments increased the commitment of the lenders to $600 million and $400 million, respectively, and extended the expiration date to June 2026.

In April 2023, AltaLink Investments, L.P. extended, with lender consent, the expiration date for its existing C$200 million one year revolving credit facility to April 2024, by exercising a one-year extension option.

PAC

Debt Instrument [Line Items]

Recent Financing Transactions

Recent Financing Transactions

Long-Term Debt

In May 2023, PacifiCorp issued $1.2 billion of its 5.50% First Mortgage Bonds due May 2054. PacifiCorp intends, within 24 months of the issuance date, to allocate an amount equal to the net proceeds to finance or refinance, in whole or in part, new or existing investments or expenditures made in one or more eligible projects in alignment with BHE's Green Financing Framework.

Credit Facilities

In June 2023, PacifiCorp amended its existing $1.2 billion unsecured credit facility expiring in June 2025. The amendment increased the lender commitment to $2.0 billion and extended the expiration date to June 2026. Additionally, in June 2023, PacifiCorp terminated its existing $800 million 364-day unsecured credit facility expiring in January 2024.

Common Shareholders' Equity

In January 2023, PacifiCorp declared a common stock dividend of $300 million, paid in February 2023, to PPW Holdings LLC.

MEC

Debt Instrument [Line Items]

Recent Financing Transactions

Recent Financing Transactions

Credit Facilities

In June 2023, MidAmerican Energy amended its existing $1.5 billion unsecured credit facility expiring in June 2025. The amendment extended the expiration date to June 2026.

MidAmerican Funding, LLC

Debt Instrument [Line Items]

Recent Financing Transactions

Recent Financing Transactions Refer to Note 4 of MidAmerican Energy's Notes to Financial Statements.

NPC

Debt Instrument [Line Items]

Recent Financing Transactions

Recent Financing Transactions

Long-Term Debt

In March 2023, Nevada Power repurchased and entered into a re-offering of the following series of fixed-rate tax-exempt bonds: $40 million of its Coconino County, Arizona Pollution Control Corporation Revenue Bonds, Series 2017A, due 2032; $13 million of its Coconino County, Arizona Pollution Control Corporation Revenue Bonds, Series 2017B, due 2039; and $40 million of its Clark County, Nevada Revenue Bonds, Series 2017, due 2036. The Coconino Series 2017A bond was offered at a fixed rate of 4.125% and the Coconino Series 2017B and Clark Series 2017 bonds were offered at a fixed rate of 3.750%.

Credit Facilities

In June 2023, Nevada Power amended its existing $400 million secured credit facility expiring in June 2025. The amendment increased the commitment of the lenders to $600 million and extended the expiration date to June 2026.

SPPC

Debt Instrument [Line Items]

Recent Financing Transactions

Recent Financing Transactions

Credit Facilities

In June 2023, Sierra Pacific amended its existing $250 million secured credit facility expiring in June 2025. The amendment increased the commitment of the lenders to $400 million and extended the expiration date to June 2026.

XML

Income Taxes

6 Months Ended

Jun. 30, 2023

Schedule of Effective Income Tax Rate Reconciliation [Line Items]

Income Taxes

Income Taxes

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
Income tax credits	(34)		(13)		(35)		(28)
State income tax, net of federal income tax impacts	—		(1)		(2)		—
Income tax effect of foreign income	(3)		—		2		(1)
Effects of ratemaking	(3)		(1)		(3)		(2)
Equity income	(2)		(1)		(1)		(1)
Noncontrolling interest	(3)		(1)		(3)		(2)
Other, net	—		1		—		—
Effective income tax rate	(24)	%	5	%	(21)	%	(13)	%

Income tax credits relate primarily to production tax credits ("PTCs") from wind- and solar-powered generating facilities owned by MidAmerican Energy, PacifiCorp and BHE Renewables. Federal renewable electricity PTCs are earned as energy from qualifying wind- and solar-powered generating facilities is produced and sold and are based on a per-kilowatt hour rate pursuant to the applicable federal income tax law. Wind- and solar-powered generating facilities are eligible for the credits for 10 years from the date the qualifying generating facilities are placed in-service. PTCs recognized for the six-month periods ended June 30, 2023 and 2022 totaled $700 million and $734 million, respectively.

Income tax effect on foreign income includes, among other items, a deferred income tax charge of $82 million recognized in March 2023 related to the July 2022 enactment of a new Energy Profits Levy 25% income tax in the United Kingdom effective May 26, 2022, through December 31, 2025, as well as an increase in the tax rate from 25% to 35% effective January 1, 2023, through March 31, 2028, enacted in January 2023.

The Company's provision for income taxes has been computed on a stand-alone basis. Berkshire Hathaway includes the Company in its consolidated U.S. federal and Iowa state income tax returns and the majority of the Company's U.S. federal income tax is remitted to or received from Berkshire Hathaway. The Company received net cash payments for federal income taxes from Berkshire Hathaway for the six-month periods ended June 30, 2023 and 2022 totaling $864 million and $1,249 million, respectively.

In July 2022, the Company amended its tax allocation agreement with Berkshire Hathaway, which changed how state tax attributes will be settled with respect to state income tax returns that Berkshire Hathaway includes the Company. As a result, the Company no longer expects to receive the cash benefits from the state of Iowa net operating loss carryforward previously recorded as a long-term income tax receivable from Berkshire Hathaway as a component of BHE's shareholders' equity, and recognized a noncash distribution of $744 million to retained earnings.

PAC

Schedule of Effective Income Tax Rate Reconciliation [Line Items]

Income Taxes

Income Taxes

The effective income tax rate for the six-month period ended June 30, 2023 of 91% results from a $140 million income tax benefit associated with a $154 million pre-tax loss primarily resulting from the $408 million pre-tax loss associated with the 2020 Wildfires described in Note 9. The $140 million income tax benefit is primarily comprised of a $32 million benefit (21%) from the application of the federal statutory income tax rate to the pre-tax loss, a $55 million benefit (36%) from federal income tax credits and a $34 million benefit (22%) from effects of ratemaking.

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
State income tax, net of federal income tax benefit	2		4		4		3
Federal income tax credits	(34)		(25)		36		(21)
Effects of ratemaking(1)	(26)		(13)		22		(11)
Valuation allowance	—		—		7		4
Other	(2)		2		1		1
Effective income tax rate	(39)	%	(11)	%	91	%	(3)	%

(1)Effects of ratemaking is primarily attributable to activity associated with excess deferred income taxes.

Income tax credits relate primarily to production tax credits ("PTC") from PacifiCorp's wind-powered generating facilities. Federal renewable electricity PTCs are earned as energy from qualifying wind-powered generating facilities is produced and sold and are based on a per-kilowatt hour rate pursuant to the applicable federal income tax law. Wind-powered generating facilities are eligible for the credits for 10 years from the date the qualifying generating facilities are placed in-service. PTCs recognized for the three-month periods ended June 30, 2023 and 2022, totaled $26 million and $18 million, respectively. PTCs recognized for the six-month periods ended June 30, 2023 and 2022, totaled $55 million and $44 million, respectively.

For the six-month period ended June 30, 2023, PacifiCorp released an $11 million valuation allowance related to state net operating loss carryforwards. For the six-month period ended June 30, 2022, PacifiCorp recorded an $8 million valuation allowance related to state net operating loss carryforwards.

Berkshire Hathaway includes BHE and its subsidiaries in its U.S. federal income tax return. Consistent with established regulatory practice, PacifiCorp's provision for federal and state income tax has been computed on a stand-alone basis, and substantially all of its currently payable or receivable income tax is remitted to or received from BHE. For the six-month periods ended June 30, 2023 and 2022, PacifiCorp received net cash payments for federal and state income tax from BHE totaling $205 million and $150 million, respectively. As of June 30, 2023, net income taxes payable to BHE were $55 million. As of December 31, 2022, net income taxes receivable from BHE were $84 million.

MEC

Schedule of Effective Income Tax Rate Reconciliation [Line Items]

Income Taxes

Income Taxes

A reconciliation of the federal statutory income tax rate to MidAmerican Energy's effective income tax rate applicable to income before income tax expense (benefit) is as follows:

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
Income tax credits	(251)		(973)		(347)		(682)
State income tax, net of federal income tax impacts	(6)		(26)		(10)		(23)
Effects of ratemaking	(4)		(11)		(6)		(9)
Other, net	(2)		—		(1)		2
Effective income tax rate	(242)	%	(989)	%	(343)	%	(691)	%

Income tax credits relate primarily to production tax credits ("PTC") from MidAmerican Energy's wind- and solar-powered generating facilities. Federal renewable electricity PTCs are earned as energy from qualifying wind- and solar-powered generating facilities is produced and sold and are based on a per-kilowatt hour rate pursuant to the applicable federal income tax law. MidAmerican Energy recognizes its renewable electricity PTCs throughout the year based on when the credits are earned and excludes them from the annual effective tax rate that is the basis for the interim recognition of other income tax expense. Wind- and solar-powered generating facilities are eligible for the credits for 10 years from the date the qualifying generating facilities are placed in-service. PTCs recognized for the six-month periods ended June 30, 2023 and 2022, totaled $375 million and $388 million, respectively.

Berkshire Hathaway includes BHE and subsidiaries in its U.S. federal and Iowa state income tax returns. Consistent with established regulatory practice, MidAmerican Energy's provision for income tax has been computed on a stand-alone basis, and substantially all of its currently payable or receivable income tax is remitted to or received from BHE. MidAmerican Energy received net cash payments for income tax from BHE totaling $520 million and $541 million for the six-month periods ended June 30, 2023 and 2022, respectively.

MidAmerican Funding, LLC

Schedule of Effective Income Tax Rate Reconciliation [Line Items]

Income Taxes

Income Taxes

A reconciliation of the federal statutory income tax rate to MidAmerican Funding's effective income tax rate applicable to income before income tax expense (benefit) is as follows:

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
Income tax credits	(266)		(1,150)		(335)		(793)
State income tax, net of federal income tax impacts	(8)		(38)		(10)		(29)
Effects of ratemaking	(5)		(12)		(5)		(10)
Other, net	—		4		(1)		3
Effective income tax rate	(258)	%	(1,175)	%	(330)	%	(808)	%

Income tax credits relate primarily to production tax credits ("PTC") from MidAmerican Energy's wind- and solar-powered generating facilities. Federal renewable electricity PTCs are earned as energy from qualifying wind- and solar-powered generating facilities is produced and sold and are based on a per-kilowatt hour rate pursuant to the applicable federal income tax law. MidAmerican Funding recognizes its renewable electricity PTCs throughout the year based on when the credits are earned and excludes them from the annual effective tax rate that is the basis for the interim recognition of other income tax expense. Wind- and solar-powered generating facilities are eligible for the credits for 10 years from the date the qualifying generating facilities are placed in-service. PTCs recognized for the six-month periods ended June 30, 2023 and 2022, totaled $375 million and $388 million, respectively.

Berkshire Hathaway includes BHE and subsidiaries in its U.S. federal and Iowa state income tax returns. Consistent with established regulatory practice, MidAmerican Funding's and MidAmerican Energy's provisions for income tax have been computed on a stand-alone basis, and substantially all of their currently payable or receivable income tax is remitted to or received from BHE. MidAmerican Funding received net cash payments for income tax from BHE totaling $522 million and $544 million for the six-month periods ended June 30, 2023 and 2022, respectively.

NPC

Schedule of Effective Income Tax Rate Reconciliation [Line Items]

Income Taxes

Income Taxes

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
Effects of ratemaking	(11)		(10)		(10)		(10)
Other	—		1		(1)		1
Effective income tax rate	10	%	12	%	10	%	12	%

Effects of ratemaking is primarily attributable to the recognition of excess deferred income taxes related to 2017 tax reform pursuant to an order issued by the PUCN effective January 1, 2021.

Berkshire Hathaway includes BHE and its subsidiaries in its U.S. federal income tax return. Consistent with established regulatory practice, Nevada Power's provision for federal income tax has been computed on a stand-alone basis, and substantially all of its currently payable or receivable income tax is remitted to or received from BHE. For the six-month period ended June 30, 2023, Nevada Power made no cash payments for federal income tax to BHE. For the six-month period ended June 30, 2022, Nevada Power received net cash payments for federal income tax from BHE totaling $21 million.

SPPC

Schedule of Effective Income Tax Rate Reconciliation [Line Items]

Income Taxes

Income Taxes

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
Effects of ratemaking	(9)		(8)		(9)		(7)
Other	1		—		1		1
Effective income tax rate	13	%	13	%	13	%	15	%

Effects of ratemaking is primarily attributable to the recognition of excess deferred income taxes related to 2017 tax reform pursuant to an order issued by the PUCN effective January 1, 2020.

Berkshire Hathaway includes BHE and its subsidiaries in its U.S. federal income tax return. Consistent with established regulatory practice, Sierra Pacific's provision for federal income tax has been computed on a stand-alone basis, and substantially all of its currently payable or receivable income tax is remitted to or received from BHE. For the six-month periods ended June 30, 2023 and 2022, Sierra Pacific made no cash payments for federal income tax to BHE.

EEGH

Schedule of Effective Income Tax Rate Reconciliation [Line Items]

Income Taxes

Income Taxes

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
State income tax, net of federal income tax benefit	2		3		2		4
Equity interest	1		1		1		1
Effects of ratemaking	—		—		—		(2)
Noncontrolling interest	(11)		(10)		(10)		(10)
Other, net	(1)		—		—		—
Effective income tax rate	12	%	15	%	14	%	14	%

For the period ended June 30, 2023, Eastern Energy Gas' reconciliation of the federal statutory income tax rate to the effective income tax rate is driven primarily by an absence of tax on income attributable to Cove Point's 75% noncontrolling interest.

EGTS

Schedule of Effective Income Tax Rate Reconciliation [Line Items]

Income Taxes

Income Taxes

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
State income tax, net of federal income tax benefit	5		7		5		6
Allowance for funds used during construction-equity	(1)		—		—		—
Other, net	—		—		(1)		—
Effective income tax rate	25	%	28	%	25	%	27	%

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Employee Benefit Plans

6 Months Ended

Jun. 30, 2023

Defined Benefit Plan Disclosure [Line Items]

Employee Benefit Plans

Employee Benefit Plans

Domestic Operations

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Pension:
Service cost	$	5	$	6	$	9	$	13
Interest cost	27		19		55		38
Expected return on plan assets	(31)		(27)		(62)		(54)
Settlement	—		—		(5)		2
Net amortization	3		5		7		9
Net periodic benefit cost	$	4	$	3	$	4	$	8
Other postretirement:
Service cost	$	2	$	4	$	3	$	6
Interest cost	7		5		14		10
Expected return on plan assets	(10)		(7)		(18)		(14)
Net amortization	—		(1)		(1)		(1)
Net periodic benefit (credit) cost	$	(1)	$	1	$	(2)	$	1

Amounts other than the service cost for pension and other postretirement benefit plans are recorded in other, net on the Consolidated Statements of Operations. Employer contributions to the domestic pension and other postretirement benefit plans are expected to be $13 million and $7 million, respectively, during 2023. As of June 30, 2023, $7 million and $3 million of contributions had been made to the domestic pension and other postretirement benefit plans, respectively.

Foreign Operations

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Service cost	$	1	$	3	$	3	$	7
Interest cost	14		9		28		19
Expected return on plan assets	(21)		(23)		(40)		(48)
Net amortization	7		6		13		12
Net periodic benefit cost (credit)	$	1	$	(5)	$	4	$	(10)

Amounts other than the service cost for the United Kingdom pension plan are recorded in other, net on the Consolidated Statements of Operations. Employer contributions to the United Kingdom pension plan are expected to be £11 million during 2023. As of June 30, 2023, £6 million, or $7 million, of contributions had been made to the United Kingdom pension plan.

PAC

Defined Benefit Plan Disclosure [Line Items]

Employee Benefit Plans

Employee Benefit Plans

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Pension:
Interest cost	$	9	$	7	$	19	$	14
Expected return on plan assets	(12)		(11)		(24)		(21)
Net amortization	3		4		6		8
Net periodic benefit cost	$	—	$	—	$	1	$	1
Other postretirement:
Service cost	$	1	$	1	$	1	$	1
Interest cost	2		2		5		4
Expected return on plan assets	(4)		(3)		(7)		(5)
Net amortization	—		—		(1)		—
Net periodic benefit credit	$	(1)	$	—	$	(2)	$	—

Amounts other than the service cost for pension and other postretirement benefit plans are recorded in other, net on the Consolidated Statements of Operations. Employer contributions to the pension and other postretirement benefit plans are expected to be $4 million and $— million, respectively, during 2023. As of June 30, 2023, $2 million of contributions had been made to the pension plans.

MEC

Defined Benefit Plan Disclosure [Line Items]

Employee Benefit Plans

Employee Benefit Plans

MidAmerican Energy sponsors a noncontributory defined benefit pension plan covering a majority of all employees of BHE and its domestic energy subsidiaries other than PacifiCorp and NV Energy, Inc. MidAmerican Energy also sponsors certain postretirement healthcare and life insurance benefits covering substantially all retired employees of BHE and its domestic energy subsidiaries other than PacifiCorp and NV Energy, Inc.

Net periodic benefit cost (credit) for the plans of MidAmerican Energy and the aforementioned affiliates included the following components (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Pension:
Service cost	$	3	$	4	$	6	$	9
Interest cost	8		5		16		10
Expected return on plan assets	(8)		(7)		(16)		(14)
Settlement	—		—		(5)		2
Net amortization	—		1		—		1
Net periodic benefit cost (credit)	$	3	$	3	$	1	$	8
Other postretirement:
Service cost	$	1	$	2	$	2	$	4
Interest cost	3		2		6		4
Expected return on plan assets	(4)		(3)		(8)		(7)
Net amortization	—		(1)		—		(1)
Net periodic benefit cost (credit)	$	—	$	—	$	—	$	—

Amounts other than the service cost for pension and other postretirement benefit plans are recorded in Other, net in the Statements of Operations. Employer contributions to the pension and other postretirement benefit plans during 2023 are expected to be $7 million and $2 million, respectively. As of June 30, 2023, $4 million and $1 million of contributions had been made to the pension and other postretirement benefit plans, respectively.

MidAmerican Funding, LLC

Defined Benefit Plan Disclosure [Line Items]

Employee Benefit Plans

Employee Benefit PlansRefer to Note 6 of MidAmerican Energy's Notes to Financial Statements.

NPC

Defined Benefit Plan Disclosure [Line Items]

Employee Benefit Plans

Employee Benefit Plans

Nevada Power is a participant in benefit plans sponsored by NV Energy. The NV Energy Retirement Plan includes a qualified pension plan ("Qualified Pension Plan") and a supplemental executive retirement plan and a restoration plan (collectively, "Non‑Qualified Pension Plans") that provide pension benefits for eligible employees. The NV Energy Comprehensive Welfare Benefit and Cafeteria Plan provides certain postretirement health care and life insurance benefits for eligible retirees ("Other Postretirement Plans") on behalf of Nevada Power. Amounts attributable to Nevada Power were allocated from NV Energy based upon the current, or in the case of retirees, previous, employment location. Offsetting regulatory assets and liabilities have been recorded related to the amounts not yet recognized as a component of net periodic benefit costs that will be included in regulated rates. Net periodic benefit costs not included in regulated rates are included in accumulated other comprehensive loss, net.

Amounts receivable from (payable to) NV Energy are included on the Consolidated Balance Sheets and consist of the following (in millions):

	As of
	June 30,		December 31,
	2023		2022
Qualified Pension Plan:
Other non-current assets	$	26	$	27
Non-Qualified Pension Plans:
Other current liabilities	(1)		(1)
Other long-term liabilities	(6)		(6)
Other Postretirement Plans:
Other non-current assets	7		7

SPPC

Defined Benefit Plan Disclosure [Line Items]

Employee Benefit Plans

Employee Benefit Plans

Sierra Pacific is a participant in benefit plans sponsored by NV Energy. The NV Energy Retirement Plan includes a qualified pension plan ("Qualified Pension Plan") and a supplemental executive retirement plan and a restoration plan (collectively, "Non‑Qualified Pension Plans") that provide pension benefits for eligible employees. The NV Energy Comprehensive Welfare Benefit and Cafeteria Plan provides certain postretirement health care and life insurance benefits for eligible retirees ("Other Postretirement Plans") on behalf of Sierra Pacific. Sierra Pacific contributed $2 million to the Other Post Retirement Plans for the six-month period ended June 30, 2023. Amounts attributable to Sierra Pacific were allocated from NV Energy based upon the current, or in the case of retirees, previous, employment location. Offsetting regulatory assets and liabilities have been recorded related to the amounts not yet recognized as a component of net periodic benefit costs that will be included in regulated rates. Net periodic benefit costs not included in regulated rates are included in accumulated other comprehensive loss, net.

Amounts receivable from (payable to) NV Energy are included on the Consolidated Balance Sheets and consist of the following (in millions):

	As of
	June 30,		December 31,
	2023		2022
Qualified Pension Plan:
Other non-current assets	$	44	$	43
Non-Qualified Pension Plans:
Other current liabilities	(1)		(1)
Other long-term liabilities	(5)		(5)
Other Postretirement Plans:
Other long-term liabilities	—		(2)

EEGH

Defined Benefit Plan Disclosure [Line Items]

Employee Benefit Plans

Employee Benefit PlansEastern Energy Gas is a participant in benefit plans sponsored by MidAmerican Energy Company ("MidAmerican Energy"), an affiliate. The MidAmerican Energy Company Retirement Plan includes a qualified pension plan that provides pension benefits for eligible employees. The MidAmerican Energy Company Welfare Benefit Plan provides certain postretirement health care and life insurance benefits for eligible retirees on behalf of Eastern Energy Gas. Eastern Energy Gas contributed $4 million and $6 million to the MidAmerican Energy Company Retirement Plan for the six-month periods ended June 30, 2023 and 2022, respectively, and $1 million to the MidAmerican Energy Company Welfare Benefit Plan for the six-month periods ended June 30, 2023 and 2022. Contributions related to these plans are reflected as net periodic benefit cost in operations and maintenance expense on the Consolidated Statements of Operations. Amounts attributable to Eastern Energy Gas were allocated from MidAmerican Energy in accordance with the intercompany administrative service agreement. Offsetting regulatory assets and liabilities have been recorded related to the amounts not yet recognized as a component of net periodic benefit costs that will be included in regulated rates. Net periodic benefit costs not included in regulated rates are included in accumulated other comprehensive loss, net. As of June 30, 2023 and December 31, 2022, Eastern Energy Gas' amount due to MidAmerican Energy associated with these plans and reflected in other long-term liabilities on the Consolidated Balance Sheets was $51 million.

EGTS

Defined Benefit Plan Disclosure [Line Items]

Employee Benefit Plans

Employee Benefit Plans EGTS is a participant in benefit plans sponsored by MidAmerican Energy Company ("MidAmerican Energy"), an affiliate. The MidAmerican Energy Company Retirement Plan includes a qualified pension plan that provides pension benefits for eligible employees. The MidAmerican Energy Company Welfare Benefit Plan provides certain postretirement health care and life insurance benefits for eligible retirees on behalf of EGTS. EGTS contributed $4 million and $5 million to the MidAmerican Energy Company Retirement Plan for the six-month periods ended June 30, 2023 and 2022, respectively, and $1 million to the MidAmerican Energy Company Welfare Benefit Plan for the six-month periods ended June 30, 2023 and 2022. Contributions related to these plans are reflected as net periodic benefit cost in operations and maintenance expense on the Consolidated Statements of Operations. Amounts attributable to EGTS were allocated from MidAmerican Energy in accordance with the intercompany administrative service agreement. Offsetting regulatory assets and liabilities have been recorded related to the amounts not yet recognized as a component of net periodic benefit costs that will be included in regulated rates. As of June 30, 2023 and December 31, 2022, EGTS' amount due to MidAmerican Energy associated with these plans and reflected in other long-term liabilities on the Consolidated Balance Sheets was $47 million.

XML

Asset Retirement Obligations	6 Months Ended
	Jun. 30, 2023
Asset Retirement Obligations Disclosure [Line Items]
Asset Retirement Obligations	Asset Retirement ObligationsMidAmerican Energy estimates its asset retirement obligation ("ARO") liabilities based upon detailed engineering calculations of the amount and timing of the future cash spending for a third party to perform the required work. Spending estimates are escalated for inflation and then discounted at a credit-adjusted, risk-free rate. Changes in estimates could occur for a number of reasons including changes in laws and regulations, plan revisions, inflation and changes in the amount and timing of expected work. During the six-month period ended June 30, 2023, MidAmerican Energy recorded an increase of $88 million for decommissioning its wind-generating facilities, which is a non-cash investing activity and is due to an updated decommissioning estimate reflecting changes in the projected removal costs per turbine.
MEC
Asset Retirement Obligations Disclosure [Line Items]
Asset Retirement Obligations	Asset Retirement ObligationsMidAmerican Energy estimates its asset retirement obligation ("ARO") liabilities based upon detailed engineering calculations of the amount and timing of the future cash spending for a third party to perform the required work. Spending estimates are escalated for inflation and then discounted at a credit-adjusted, risk-free rate. Changes in estimates could occur for a number of reasons including changes in laws and regulations, plan revisions, inflation and changes in the amount and timing of expected work. During the six-month period ended June 30, 2023, MidAmerican Energy recorded an increase of $88 million for decommissioning its wind-generating facilities, which is a non-cash investing activity and is due to an updated decommissioning estimate reflecting changes in the projected removal costs per turbine.
MidAmerican Funding, LLC
Asset Retirement Obligations Disclosure [Line Items]
Asset Retirement Obligations	Asset Retirement ObligationsRefer to Note 7 of MidAmerican Energy's Notes to Financial Statements.

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Risk Management and Hedging Activities

6 Months Ended

Jun. 30, 2023

PAC

Derivative [Line Items]

Risk Management and Hedging Activities

Risk Management and Hedging Activities

PacifiCorp is exposed to the impact of market fluctuations in commodity prices and interest rates. PacifiCorp is principally exposed to electricity, natural gas, coal and fuel oil commodity price risk as it has an obligation to serve retail customer load in its service territories. PacifiCorp's load and generating facilities represent substantial underlying commodity positions. Exposures to commodity prices consist mainly of variations in the price of fuel required to generate electricity and wholesale electricity that is purchased and sold. Commodity prices are subject to wide price swings as supply and demand are impacted by, among many other unpredictable items, weather, market liquidity, generating facility availability, customer usage, storage, and transmission and transportation constraints. Interest rate risk exists on variable-rate debt and future debt issuances. PacifiCorp does not engage in a material amount of proprietary trading activities.

PacifiCorp has established a risk management process that is designed to identify, assess, manage and report on each of the various types of risk involved in its business. To mitigate a portion of its commodity price risk, PacifiCorp uses commodity derivative contracts, which may include forwards, futures, options, swaps and other agreements, to effectively secure future supply or sell future production generally at fixed prices. PacifiCorp manages its interest rate risk by limiting its exposure to variable interest rates primarily through the issuance of fixed-rate long-term debt and by monitoring market changes in interest rates. Additionally, PacifiCorp may from time to time enter into interest rate derivative contracts, such as interest rate swaps or locks, to mitigate PacifiCorp's exposure to interest rate risk. No interest rate derivatives were in place during the periods presented. PacifiCorp does not hedge all of its commodity price and interest rate risks, thereby exposing the unhedged portion to changes in market prices. Refer to Note 8 for additional information on derivative contracts.

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

	Derivative
	Contracts -				Other		Other
	Current		Other		Current		Long-term
	Assets		Assets		Liabilities		Liabilities		Total
As of June 30, 2023
Not designated as hedging contracts(1):
Commodity assets	$	57	$	—	$	6	$	5	$	68
Commodity liabilities	(6)		—		(36)		(17)		(59)
Total	51		—		(30)		(12)		9
Total derivatives	51		—		(30)		(12)		9
Cash collateral receivable (payable)	—		—		—		—		—
Total derivatives - net basis	$	51	$	—	$	(30)	$	(12)	$	9
As of December 31, 2022
Not designated as hedging contracts(1):
Commodity assets	$	279	$	27	$	9	$	3	$	318
Commodity liabilities	(22)		(7)		(14)		(5)		(48)
Total	257		20		(5)		(2)		270
Total derivatives	257		20		(5)		(2)		270
Cash collateral payable(2)	(73)		(5)		—		—		(78)
Total derivatives - net basis	$	184	$	15	$	(5)	$	(2)	$	192

(1)PacifiCorp's commodity derivatives are generally included in rates. As of June 30, 2023, a regulatory liability of $9 million was recorded related to the net derivative asset of $9 million. As of December 31, 2022, a regulatory liability of $270 million was recorded related to the net derivative asset of $270 million.

(2)As of December 31, 2022, PacifiCorp had an additional $12 million cash collateral payable that was not required to be netted against total derivatives.

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Beginning balance	$	(109)	$	(195)	$	(270)	$	(53)
Changes in fair value recognized in regulatory (liabilities) assets	102		(49)		92		(217)
Net losses reclassified to operating revenue	(2)		(8)		(8)		(11)
Net gains reclassified to energy costs	—		29		177		58
Ending balance	$	(9)	$	(223)	$	(9)	$	(223)

Derivative Contract Volumes

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

	Unit of	June 30,	December 31,
	Measure	2023	2022
Electricity purchases, net	Megawatt hours	2	2
Natural gas purchases	Decatherms	145	127

Credit Risk

PacifiCorp is exposed to counterparty credit risk associated with wholesale energy supply and marketing activities with other utilities, energy marketing companies, financial institutions and other market participants. Credit risk may be concentrated to the extent PacifiCorp's counterparties have similar economic, industry or other characteristics and due to direct or indirect relationships among the counterparties. Before entering into a transaction, PacifiCorp analyzes the financial condition of each significant wholesale counterparty, establishes limits on the amount of unsecured credit to be extended to each counterparty and evaluates the appropriateness of unsecured credit limits on an ongoing basis. To further mitigate wholesale counterparty credit risk, PacifiCorp enters into netting and collateral arrangements that may include margining and cross-product netting agreements and obtains third‑party guarantees, letters of credit and cash deposits. If required, PacifiCorp exercises rights under these arrangements, including calling on the counterparty's credit support arrangement.

Collateral and Contingent Features

In accordance with industry practice, certain wholesale agreements, including derivative contracts, contain credit support provisions that in part base certain collateral requirements on credit ratings for senior unsecured debt as reported by one or more of the recognized credit rating agencies. These agreements may provide bilateral rights to demand cash or other security if credit exposures on a net basis exceed specified rating-dependent threshold levels ("credit-risk-related contingent features"). These agreements and other agreements that do not refer to specified rating-dependent threshold levels may provide the right for counterparties to demand "adequate assurance" if there is a material adverse change in PacifiCorp's creditworthiness. These rights can vary by contract and by counterparty. As of June 30, 2023, PacifiCorp's issuer credit ratings for its senior secured debt and its issuer credit ratings for senior unsecured debt from the recognized credit rating agencies were investment grade.

The aggregate fair value of PacifiCorp's derivative contracts in liability positions with specific credit-risk-related contingent features totaled $58 million and $48 million as of June 30, 2023 and December 31, 2022, respectively, for which PacifiCorp had posted collateral of $— million, in the form of cash deposits. If all credit-risk-related contingent features for derivative contracts in liability positions had been triggered as of June 30, 2023 and December 31, 2022, PacifiCorp would have been required to post $35 million and $3 million, respectively, of additional collateral. PacifiCorp's collateral requirements could fluctuate considerably due to market price volatility, changes in credit ratings, changes in legislation or regulation or other factors.

NPC

Derivative [Line Items]

Risk Management and Hedging Activities

Risk Management and Hedging Activities

Nevada Power is exposed to the impact of market fluctuations in commodity prices and interest rates. Nevada Power is principally exposed to electricity and natural gas market fluctuations primarily through Nevada Power's obligation to serve retail customer load in its regulated service territory. Nevada Power's load and generating facilities represent substantial underlying commodity positions. Exposures to commodity prices consist mainly of variations in the price of fuel required to generate electricity and wholesale electricity that is purchased and sold. Commodity prices are subject to wide price swings as supply and demand are impacted by, among many other unpredictable items, weather, market liquidity, generating facility availability, customer usage, storage, and transmission and transportation constraints. The actual cost of fuel and purchased power is recoverable through the deferred energy mechanism. Interest rate risk exists on variable-rate debt and future debt issuances. Nevada Power does not engage in proprietary trading activities.

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

There have been no significant changes in Nevada Power's accounting policies related to derivatives. Refer to Note 8 for additional information on derivative contracts.

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

			Derivative
	Other		Contracts -		Other
	Current		Current		Long-term
	Assets		Liabilities		Liabilities		Total
As of June, 30 2023
Not designated as hedging contracts(1) -
Total derivatives - commodity liabilities	$	—	$	(104)	$	(22)	$	(126)
As of December 31, 2022
Not designated as hedging contracts(1):
Commodity assets	$	23	$	—	$	—	$	23
Commodity liabilities	—		(51)		(24)		(75)
Total derivatives - net basis	$	23	$	(51)	$	(24)	$	(52)

(1)Nevada Power's commodity derivatives not designated as hedging contracts are included in regulated rates. As of June 30, 2023 a regulatory asset of $126 million was recorded related to the net derivative liability of $126 million. As of December 31, 2022 a regulatory asset of $52 million was recorded related to the net derivative liability of $52 million.

Derivative Contract Volumes

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

	Unit of	June 30,	December 31,
	Measure	2023	2022
Electricity purchases	Megawatt hours	2	2
Natural gas purchases	Decatherms	127	109

Credit Risk

Nevada Power is exposed to counterparty credit risk associated with wholesale energy supply and marketing activities with other utilities, energy marketing companies, financial institutions and other market participants. Credit risk may be concentrated to the extent Nevada Power's counterparties have similar economic, industry or other characteristics and due to direct and indirect relationships among the counterparties. Before entering into a transaction, Nevada Power analyzes the financial condition of each significant wholesale counterparty, establishes limits on the amount of unsecured credit to be extended to each counterparty and evaluates the appropriateness of unsecured credit limits on an ongoing basis. To further mitigate wholesale counterparty credit risk, Nevada Power enters into netting and collateral arrangements that may include margining and cross-product netting agreements and obtain third-party guarantees, letters of credit and cash deposits. If required, Nevada Power exercises rights under these arrangements, including calling on the counterparty's credit support arrangement.

Collateral and Contingent Features

In accordance with industry practice, certain wholesale agreements, including derivative contracts, contain credit support provisions that in part base certain collateral requirements on credit ratings for senior unsecured debt as reported by one or more of the recognized credit rating agencies. These agreements may either specifically provide bilateral rights to demand cash or other security if credit exposures on a net basis exceed specified rating-dependent threshold levels "credit-risk-related contingent features") or provide the right for counterparties to demand "adequate assurance" if there is a material adverse change in Nevada Power's creditworthiness. These rights can vary by contract and by counterparty. As of June 30, 2023, Nevada Power's credit ratings for its senior secured debt and its issuer credit ratings for senior unsecured debt from the recognized credit rating agencies were investment grade.

The aggregate fair value of Nevada Power's derivative contracts in liability positions with specific credit-risk-related contingent features totaled $9 million and $5 million as of June 30, 2023 and December 31, 2022, respectively, which represents the amount of collateral to be posted if all credit risk related contingent features for derivative contracts in liability positions had been triggered. Nevada Power's collateral requirements could fluctuate considerably due to market price volatility, changes in credit ratings, changes in legislation or regulation or other factors.

SPPC

Derivative [Line Items]

Risk Management and Hedging Activities

Risk Management and Hedging Activities

Sierra Pacific is exposed to the impact of market fluctuations in commodity prices and interest rates. Sierra Pacific is principally exposed to electricity, natural gas and coal market fluctuations primarily through Sierra Pacific's obligation to serve retail customer load in its regulated service territory. Sierra Pacific's load and generating facilities represent substantial underlying commodity positions. Exposures to commodity prices consist mainly of variations in the price of fuel required to generate electricity and wholesale electricity that is purchased and sold. Commodity prices are subject to wide price swings as supply and demand are impacted by, among many other unpredictable items, weather, market liquidity, generating facility availability, customer usage, storage, and transmission and transportation constraints. The actual cost of fuel and purchased power is recoverable through the deferred energy mechanism. Interest rate risk exists on variable-rate debt and future debt issuances. Sierra Pacific does not engage in proprietary trading activities.

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

There have been no significant changes in Sierra Pacific's accounting policies related to derivatives. Refer to Note 8 for additional information on derivative contracts.

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

	Other				Other
	Current		Current		Long-term
	Assets		Liabilities		Liabilities		Total
As of June, 30 2023
Not designated as hedging contracts(1) -
Total derivatives - commodity liabilities	$	—	$	(31)	$	(5)	$	(36)
As of December 31, 2022
Not designated as hedging contracts(1):
Commodity assets	$	8	$	—	$	—	$	8
Commodity liabilities	—		(14)		(7)		(21)
Total derivatives - net basis	$	8	$	(14)	$	(7)	$	(13)

(1)Sierra Pacific's commodity derivatives not designated as hedging contracts are included in regulated rates. As of June 30, 2023 a net regulatory asset of $36 million was recorded related to the net derivative liability of $36 million. As of December 31, 2022 a net regulatory asset of $13 million was recorded related to the net derivative liability of $13 million.

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

	Unit of	June 30,	December 31,
	Measure	2023	2022
Electricity purchases	Megawatt hours	1	1
Natural gas purchases	Decatherms	56	52

Credit Risk

Sierra Pacific is exposed to counterparty credit risk associated with wholesale energy supply and marketing activities with other utilities, energy marketing companies, financial institutions and other market participants. Credit risk may be concentrated to the extent Sierra Pacific's counterparties have similar economic, industry or other characteristics and due to direct and indirect relationships among the counterparties. Before entering into a transaction, Sierra Pacific analyzes the financial condition of each significant wholesale counterparty, establishes limits on the amount of unsecured credit to be extended to each counterparty and evaluates the appropriateness of unsecured credit limits on an ongoing basis. To further mitigate wholesale counterparty credit risk, Sierra Pacific enters into netting and collateral arrangements that may include margining and cross-product netting agreements and obtain third-party guarantees, letters of credit and cash deposits. If required, Sierra Pacific exercises rights under these arrangements, including calling on the counterparty's credit support arrangement.

Collateral and Contingent Features

In accordance with industry practice, certain wholesale agreements, including derivative contracts, contain credit support provisions that in part base certain collateral requirements on credit ratings for senior unsecured debt as reported by one or more of the recognized credit rating agencies. These agreements may either specifically provide bilateral rights to demand cash or other security if credit exposures on a net basis exceed specified rating-dependent threshold levels ("credit-risk-related contingent features") or provide the right for counterparties to demand "adequate assurance" if there is a material adverse change in Sierra Pacific's creditworthiness. These rights can vary by contract and by counterparty. As of June 30, 2023, Sierra Pacific's credit ratings for its senior secured debt and its issuer credit ratings for senior unsecured debt from the recognized credit rating agencies were investment grade.

The aggregate fair value of Sierra Pacific's derivative contracts in liability positions with specific credit-risk-related contingent features totaled $1 million and $— million as of June 30, 2023 and December 31, 2022, respectively, which represents the amount of collateral to be posted if all credit risk related contingent features for derivative contracts in liability positions had been triggered. Sierra Pacific's collateral requirements could fluctuate considerably due to market price volatility, changes in credit ratings, changes in legislation or regulation or other factors.

XML

Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value Measurements

Fair Value Measurements

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

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

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

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

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

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Other(1)		Total
As of June 30, 2023:
Assets:
Commodity derivatives	$	3	$	195	$	13	$	(58)	$	153
Interest rate derivatives	53		57		12		—		122
Mortgage loans held for sale	—		834		—		—		834
Money market mutual funds	1,539		—		—		—		1,539
Debt securities:
U.S. government obligations	3,902		—		—		—		3,902
International government obligations	—		1		—		—		1
Corporate obligations	—		72		—		—		72
Municipal obligations	—		3		—		—		3
Agency, asset and mortgage-backed obligations	—		1		—		—		1
Equity securities:
U.S. companies	405		—		—		—		405
International companies	3,138		—		—		—		3,138
Investment funds	287		—		—		—		287
	$	9,327	$	1,163	$	25	$	(58)	$	10,457
Liabilities:
Commodity derivatives	$	(6)	$	(98)	$	(187)	$	62	$	(229)
Foreign currency exchange rate derivatives	—		(11)		—		—		(11)
Interest rate derivatives	—		(1)		(1)		—		(2)
	$	(6)	$	(110)	$	(188)	$	62	$	(242)

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Other(1)		Total
As of December 31, 2022:
Assets:
Commodity derivatives	$	6	$	614	$	51	$	(194)	$	477
Interest rate derivatives	50		54		8		—		112
Mortgage loans held for sale	—		474		—		—		474
Money market mutual funds	1,178		—		—		—		1,178
Debt securities:
U.S. government obligations	2,146		—		—		—		2,146
International government obligations	—		1		—		—		1
Corporate obligations	—		70		—		—		70
Municipal obligations	—		3		—		—		3
Agency, asset and mortgage-backed obligations	—		1		—		—		1
Equity securities:
U.S. companies	360		—		—		—		360
International companies	3,771		—		—		—		3,771
Investment funds	231		—		—		—		231
	$	7,742	$	1,217	$	59	$	(194)	$	8,824
Liabilities:
Commodity derivatives	$	(8)	$	(206)	$	(110)	$	106	$	(218)
Foreign currency exchange rate derivatives	—		(21)		—		—		(21)
Interest rate derivatives	—		(2)		(2)		1		(3)
	$	(8)	$	(229)	$	(112)	$	107	$	(242)

(1)Represents netting under master netting arrangements and a net cash collateral receivable of $4 million as of June 30, 2023 and payable of $87 million as of December 31, 2022.

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

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

The Company's investments in money market mutual funds and debt and equity securities are stated at fair value. When available, a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value. In the absence of a quoted market price or net asset value of an identical security, the fair value is determined using pricing models or net asset values based on observable market inputs and quoted market prices of securities with similar characteristics.

The following table reconciles the beginning and ending balances of the Company's financial assets and liabilities measured at fair value on a recurring basis using significant Level 3 inputs (in millions). Transfers out of Level 3 occur primarily due to increased price observability.

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
			Interest				Interest
	Commodity		Rate		Commodity		Rate
	Derivatives		Derivatives		Derivatives		Derivatives
2023:
Beginning balance	$	(150)	$	15	$	(59)	$	6
Changes included in earnings(1)	1		(4)		10		5
Changes in fair value recognized in OCI	—		—		(3)		—
Changes in fair value recognized in net regulatory assets	(85)		—		(183)		—
Settlements	60		—		61		—
Ending balance	$	(174)	$	11	$	(174)	$	11

2022:
Beginning balance	$	(239)	$	13	$	(151)	$	19
Changes included in earnings(1)	(26)		8		(82)		2
Changes in fair value recognized in OCI	5		—		10		—
Changes in fair value recognized in net regulatory assets	1		—		(59)		—
Purchases	1		—		1		—
Settlements	11		—		34		—
Transfers out of Level 3 into Level 2	69		—		69		—
Ending balance	$	(178)	$	21	$	(178)	$	21

(1)Changes included in earnings for interest rate derivatives are reported net of amounts related to the satisfaction of the associated loan commitment.

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

	As of June 30, 2023				As of December 31, 2022
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term debt	$	51,622	$	46,124	$	51,635	$	46,906

PAC

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value Measurements

Fair Value Measurements

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

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

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

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

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

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Other(1)		Total
As of June 30, 2023:
Assets:
Commodity derivatives	$	—	$	68	$	—	$	(17)	$	51
Money market mutual funds	598		—		—		—		598
Investment funds	29		—		—		—		29
	$	627	$	68	$	—	$	(17)	$	678
Liabilities - Commodity derivatives	$	—	$	(59)	$	—	$	17	$	(42)
As of December 31, 2022:
Assets:
Commodity derivatives	$	—	$	318	$	—	$	(119)	$	199
Money market mutual funds	649		—		—		—		649
Investment funds	23		—		—		—		23
	$	672	$	318	$	—	$	(119)	$	871
Liabilities - Commodity derivatives	$	—	$	(48)	$	—	$	41	$	(7)

(1)Represents netting under master netting arrangements and a net cash collateral of $— million and a net cash collateral payable of $78 million as of June 30, 2023 and December 31, 2022, respectively. As of December 31, 2022, PacifiCorp had an additional $12 million cash collateral payable that was not required to be netted against total derivatives.

Derivative contracts are recorded on the Consolidated Balance Sheets as either assets or liabilities and are stated at estimated fair value unless they are designated as normal purchases or normal sales and qualify for the exception afforded by GAAP. A discounted cash flow valuation method was used to estimate fair value. When available, the fair value of derivative contracts is estimated using unadjusted quoted prices for identical contracts in the market in which PacifiCorp transacts. When quoted prices for identical contracts are not available, PacifiCorp uses forward price curves. Forward price curves represent PacifiCorp's estimates of the prices at which a buyer or seller could contract today for delivery or settlement at future dates. PacifiCorp bases its forward price curves upon market price quotations, when available, or internally developed and commercial models, with internal and external fundamental data inputs. Market price quotations are obtained from independent energy brokers, exchanges, direct communication with market participants and actual transactions executed by PacifiCorp. Market price quotations for certain major electricity and natural gas trading hubs are generally readily obtainable for the first three years; therefore, PacifiCorp's forward price curves for those locations and periods reflect observable market quotes. Market price quotations for other electricity and natural gas trading hubs are not as readily obtainable for the first three years. Given that limited market data exists for these contracts, as well as for those contracts that are not actively traded, PacifiCorp uses forward price curves derived from internal models based on perceived pricing relationships to major trading hubs that are based on unobservable inputs. The estimated fair value of these derivative contracts is a function of underlying forward commodity prices, interest rates, currency rates, related volatility, counterparty creditworthiness and duration of contracts. Refer to Note 7 for further discussion regarding PacifiCorp's risk management and hedging activities.

PacifiCorp's investments in money market mutual funds and investment funds are stated at fair value. When available, PacifiCorp uses a readily observable quoted market price or net asset value of an identical security in an active market to record the fair value. In the absence of a quoted market price or net asset value of an identical security, the fair value is determined using pricing models or net asset values based on observable market inputs and quoted market prices of securities with similar characteristics.

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

	As of June 30, 2023				As of December 31, 2022
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term debt	$	10,549	$	9,406	$	9,666	$	9,045

MEC

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value Measurements

Fair Value Measurements

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

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

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

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

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

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Other(1)		Total
As of June 30, 2023:
Assets:
Commodity derivatives	$	2	$	13	$	2	$	(8)	$	9
Money market mutual funds	460		—		—		—		460
Debt securities:
U.S. government obligations	233		—		—		—		233
International government obligations	—		1		—		—		1
Corporate obligations	—		72		—		—		72
Municipal obligations	—		3		—		—		3
Agency, asset and mortgage-backed obligations	—		1		—		—		1
Equity securities:
U.S. companies	405		—		—		—		405
International companies	9		—		—		—		9
Investment funds	22		—		—		—		22
	$	1,131	$	90	$	2	$	(8)	$	1,215
Liabilities - commodity derivatives	$	—	$	(20)	$	(16)	$	18	$	(18)

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Other(1)		Total
As of December 31, 2022:
Assets:
Commodity derivatives	$	1	$	37	$	6	$	(10)	$	34
Money market mutual funds	225		—		—		—		225
Debt securities:
U.S. government obligations	215		—		—		—		215
International government obligations	—		1		—		—		1
Corporate obligations	—		70		—		—		70
Municipal obligations	—		3		—		—		3
Agency, asset and mortgage-backed obligations	—		1		—		—		1
Equity securities:
U.S. companies	360		—		—		—		360
International companies	8		—		—		—		8
Investment funds	16		—		—		—		16
	$	825	$	112	$	6	$	(10)	$	933
Liabilities - commodity derivatives	$	—	$	(12)	$	(1)	$	10	$	(3)

(1)Represents netting under master netting arrangements and a net cash collateral receivable of $10 million and $— million as of June 30, 2023 and December 31, 2022, respectively.

MidAmerican Energy's investments in money market mutual funds and debt and equity securities are stated at fair value, with debt securities accounted for as available-for-sale securities. When available, a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value. In the absence of a quoted market price or net asset value of an identical security, the fair value is determined using pricing models or net asset values based on observable market inputs and quoted market prices of securities with similar characteristics.

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Beginning balance	$	(5)	$	4	$	5	$	(5)
Changes in fair value recognized in net regulatory assets	(14)		31		(27)		44
Settlements	5		(9)		8		(13)
Ending balance	$	(14)	$	26	$	(14)	$	26

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

	As of June 30, 2023				As of December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt	$	7,668	$	6,810	$	7,729	$	6,964

MidAmerican Funding, LLC

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value Measurements

Fair Value Measurements

Refer to Note 8 of MidAmerican Energy's Notes to Financial Statements. MidAmerican Funding's long-term debt is carried at cost on the Consolidated Financial Statements. The fair value of MidAmerican Funding's long-term debt is a Level 2 fair value measurement and has been estimated based upon quoted market prices, where available, or at the present value of future cash flows discounted at rates consistent with comparable maturities with similar credit risks. The carrying value of MidAmerican Funding's variable-rate long-term debt approximates fair value because of the frequent repricing of these instruments at market rates. The following table presents the carrying value and estimated fair value of MidAmerican Funding's long-term debt (in millions):

	As of June 30, 2023				As of December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt	$	7,908	$	7,065	$	7,969	$	7,219

NPC

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value Measurements

Fair Value Measurements

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

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

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

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

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

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Total
As of June 30, 2023:
Assets:
Money market mutual funds	$	48	—		—		$	48
Investment funds	3		—		—		3
	$	51	$	—	$	—	$	51
Liabilities - commodity derivatives	$	—	$	—	$	(126)	$	(126)
As of December 31, 2022:
Assets:
Commodity derivatives	$	—	$	—	$	23	$	23
Money market mutual funds	34		—		—		34
Investment funds	3		—		—		3
	$	37	$	—	$	23	$	60
Liabilities - commodity derivatives	$	—	$	—	$	(75)	$	(75)

Derivative contracts are recorded on the Consolidated Balance Sheets as either assets or liabilities and are stated at estimated fair value unless they are designated as normal purchases or normal sales and qualify for the exception afforded by GAAP. When available, the fair value of derivative contracts is estimated using unadjusted quoted prices for identical contracts in the market in which Nevada Power transacts. When quoted prices for identical contracts are not available, Nevada Power uses forward price curves. Forward price curves represent Nevada Power's estimates of the prices at which a buyer or seller could contract today for delivery or settlement at future dates. Nevada Power bases its forward price curves upon internally developed models, with internal and external fundamental data inputs. Market price quotations for certain electricity and natural gas trading hubs are not as readily obtainable due to markets that are not active. Given that limited market data exists for these contracts, Nevada Power uses forward price curves derived from internal models based on perceived pricing relationships to major trading hubs that are based on unobservable inputs. The model incorporates a mid-market pricing convention (the mid‑point price between bid and ask prices) as a practical expedient for valuing its assets and liabilities measured and reported at fair value. The determination of the fair value for derivative contracts not only includes counterparty risk, but also the impact of Nevada Power's nonperformance risk on its liabilities, which as of June 30, 2023 and December 31, 2022, had an immaterial impact to the fair value of its derivative contracts. As such, Nevada Power considers its derivative contracts to be valued using Level 3 inputs.

Nevada Power's investments in money market mutual funds and investment funds are stated at fair value. When available, a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value.

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Beginning balance	$	(116)	$	(168)	$	(52)	$	(113)
Changes in fair value recognized in regulatory assets	(54)		(21)		(119)		(77)
Settlements	44		14		45		15
Ending balance	$	(126)	$	(175)	$	(126)	$	(175)

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

	As of June 30, 2023				As of December 31, 2022
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term debt	$	3,196	$	3,086	$	3,195	$	3,114

SPPC

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value Measurements

Fair Value Measurements

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

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

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

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

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

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Total
As of June 30, 2023:
Assets:
Money market mutual funds	$	36	—		—		$	36
Investment funds	1		—		—		1
	$	37	$	—	$	—	$	37
Liabilities - commodity derivatives	$	—	$	—	$	(36)	$	(36)
As of December 31, 2022:
Assets:
Commodity derivatives	$	—	$	—	$	8	$	8
Money market mutual funds	49		—		—		49
Investment funds	1		—		—		1
	$	50	$	—	$	8	$	58
Liabilities - commodity derivatives	$	—	$	—	$	(21)	$	(21)

Derivative contracts are recorded on the Consolidated Balance Sheets as either assets or liabilities and are stated at estimated fair value unless they are designated as normal purchases or normal sales and qualify for the exception afforded by GAAP. When available, the fair value of derivative contracts is estimated using unadjusted quoted prices for identical contracts in the market in which Sierra Pacific transacts. When quoted prices for identical contracts are not available, Sierra Pacific uses forward price curves. Forward price curves represent Sierra Pacific's estimates of the prices at which a buyer or seller could contract today for delivery or settlement at future dates. Sierra Pacific bases its forward price curves upon internally developed models, with internal and external fundamental data inputs. Market price quotations for certain electricity and natural gas trading hubs are not as readily obtainable due to markets that are not active. Given that limited market data exists for these contracts, Sierra Pacific uses forward price curves derived from internal models based on perceived pricing relationships to major trading hubs that are based on unobservable inputs. The model incorporates a mid-market pricing convention (the mid‑point price between bid and ask prices) as a practical expedient for valuing its assets and liabilities measured and reported at fair value. The determination of the fair value for derivative contracts not only includes counterparty risk, but also the impact of Sierra Pacific's nonperformance risk on its liabilities, which as of June 30, 2023 and December 31, 2022, had an immaterial impact to the fair value of its derivative contracts. As such, Sierra Pacific considers its derivative contracts to be valued using Level 3 inputs.

Sierra Pacific's investments in money market mutual funds and investment funds are stated at fair value. When available, a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value.

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Beginning balance	$	(33)	$	(52)	$	(13)	$	(33)
Changes in fair value recognized in regulatory assets	(17)		(7)		(37)		(26)
Settlements	14		5		14		5
Ending balance	$	(36)	$	(54)	$	(36)	$	(54)

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

	As of June 30, 2023				As of December 31, 2022
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term debt	$	1,149	$	1,108	$	1,148	$	1,111

EEGH

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value Measurements

Fair Value Measurements

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

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

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

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

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

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Total
As of June 30, 2023:
Assets:
Money market mutual funds	$	95	$	—	$	—	$	95
Equity securities:
Investment funds	18		—		—		18
	$	113	$	—	$	—	$	113
Liabilities:
Commodity derivatives	$	—	$	(1)	$	—	$	(1)
Foreign currency exchange rate derivatives	—		(11)		—		(11)
	$	—	$	(12)	$	—	$	(12)
As of December 31, 2022:
Assets:
Commodity derivatives	$	—	$	1	$	—	$	1
Money market mutual funds	42		—		—		42
Equity securities:
Investment funds	14		—		—		14
	$	56	$	1	$	—	$	57
Liabilities:
Foreign currency exchange rate derivatives	$	—	$	(20)	$	—	$	(20)
	$	—	$	(20)	$	—	$	(20)

Eastern Energy Gas' investments in money market mutual funds and investment funds are stated at fair value. When available, a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value.

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

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

	As of June 30, 2023				As of December 31, 2022
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term debt	$	3,648	$	3,295	$	3,892	$	3,510

EGTS

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value Measurements

Fair Value Measurements

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

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

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

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

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

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Total
As of June 30, 2023:
Assets:
Money market mutual funds	$	29	$	—	$	—	$	29
Equity securities:
Investment funds	18		—		—		18
	$	47	$	—	$	—	$	47
Liabilities:
Commodity derivatives	$	—	$	(1)	$	—	$	(1)
	$	—	$	(1)	$	—	$	(1)
As of December 31, 2022:
Assets:
Commodity derivatives	$	—	$	1	$	—	$	1
Money market mutual funds	8		—		—		8
Equity securities:
Investment funds	14		—		—		14
	$	22	$	1	$	—	$	23

EGTS' investments in money market mutual funds and investment funds are stated at fair value. When available, a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value.

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

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

	As of June 30, 2023				As of December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt	$	1,583	$	1,354	$	1,582	$	1,337

XML

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Loss Contingencies [Line Items]

Commitments and Contingencies

Commitments and Contingencies

Commitments

The Company has the following firm commitments that are not reflected on the Consolidated Balance Sheets.

Construction Commitments

During the six-month period ended June 30, 2023, PacifiCorp entered into build transfer agreements totaling $1.2 billion through 2025 for the construction of certain wind-powered generating facilities in Wyoming.

During the six-month period ended June 30, 2023, MidAmerican Energy entered into firm construction commitments totaling $183 million for the remainder of 2023 through 2024 related to the construction of wind-powered generating facilities in Iowa.

Fuel Contracts

During the six-month period ended June 30, 2023, PacifiCorp entered into certain coal supply agreements totaling $425 million through 2025.

Environmental Laws and Regulations

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

Lower Klamath Hydroelectric Project

In November 2022, the Federal Energy Regulatory Commission ("FERC") issued a license surrender order for the Lower Klamath Project, which was accepted by the Klamath River Renewal Corporation ("KRRC") and the states of Oregon and California ("States") in December 2022, along with the transfer of the Lower Klamath Project dams. Although PacifiCorp no longer owns the Lower Klamath Project, PacifiCorp will continue to operate the facilities under an operation and maintenance agreement with the KRRC until each facility is ready for removal. Removal of the Copco No. 2 facility began in June 2023, and removal of the remaining three dams (J.C. Boyle, Copco No. 1 and Iron Gate) is anticipated to begin in 2024. The KRRC has $450 million in funding available for dam removal and restoration; $200 million collected from PacifiCorp's Oregon and California customers and $250 million in California bond funds. PacifiCorp and the States have also agreed to equally share cost overruns that may occur above the initial $450 million in funding. Specifically, PacifiCorp and the States have agreed to equally fund an initial $45 million contingency fund and equally share any additional costs above that amount to ensure dam removal and restoration is complete.

Legal Matters

The Company is party to a variety of legal actions, including litigation, arising out of the normal course of business, some of which assert claims for damages in substantial amounts and are described below. For certain legal actions, parties at times may seek to impose fines, penalties and other costs.

Wildfire Liability Overview

A provision for a loss contingency is recorded when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. The Company evaluates the related range of reasonably estimated losses and records a loss based on its best estimate within that range or the lower end of the range if there is no better estimate.

In California, under inverse condemnation, courts have held that investor-owned utilities can be liable for real and personal property damages from wildfires without the utility being found negligent and regardless of fault. California law also permits inverse condemnation plaintiffs to recover reasonable attorney fees and costs. In both Oregon and California, PacifiCorp has equipment in areas accessed through special use permits, easements or similar agreements that may contain provisions requiring it to pay for damages caused by its equipment regardless of fault. Even if inverse condemnation or other provisions do not apply, PacifiCorp could be found liable for all damages.

2020 Wildfires

In September 2020, a severe weather event resulting in high winds, low humidity and warm temperatures contributed to several major wildfires, which resulted in real and personal property and natural resource damage, personal injuries and loss of life and widespread power outages in Oregon and Northern California. The wildfires spread across certain parts of PacifiCorp's service territory and surrounding areas across multiple counties in Oregon and California, including Siskiyou County, California; Jackson County, Oregon; Douglas County, Oregon; Marion County, Oregon; Lincoln County, Oregon; and Klamath County, Oregon, burning over 500,000 acres in aggregate. Third-party reports for these wildfires indicate over 2,000 structures destroyed, including residences; several structures damaged; multiple individuals injured; and several fatalities.

Investigations into the cause and origin of each wildfire are complex and ongoing and being conducted by various entities, including the U.S. Forest Service, the California Public Utilities Commission, the Oregon Department of Forestry, the Oregon Department of Justice, PacifiCorp and various experts engaged by PacifiCorp.

As of the date of this filing, numerous lawsuits on behalf of plaintiffs related to the 2020 Wildfires have been filed in Oregon and California, including a class action complaint in Oregon for which the jury issued a verdict for the 17 named plaintiffs in June 2023 as described below. The plaintiffs seek damages for economic losses, noneconomic losses, including mental suffering, emotional distress, personal injury and loss of life, punitive damages, other damages and attorneys' fees. Several insurance carriers have filed subrogation complaints in Oregon and California with allegations similar to those made in the aforementioned lawsuits. Additionally, certain governmental agencies have informed PacifiCorp that they are contemplating filing actions in connection with certain of the Oregon 2020 Wildfires. Amounts sought in the lawsuits, complaints and demands filed in Oregon total over $7 billion, excluding any doubling or trebling of damages included in the complaints. Generally, the complaints filed in California do not specify damages sought and are not included in this amount. Final determinations of liability will only be made following the completion of comprehensive investigations, litigation or similar processes, the outcome of which, if adverse, could, in the aggregate, have a material adverse effect on PacifiCorp's financial condition.

On September 30, 2020, a class action complaint against PacifiCorp was filed, captioned Jeanyne James et al. v. PacifiCorp et al, in Multnomah County Circuit Court, Oregon (the "James case"). The complaint was filed by Oregon residents and businesses who seek to represent a class of all Oregon citizens and entities whose real or personal property was harmed beginning on September 7, 2020, by wildfires in Oregon allegedly caused by PacifiCorp. In November 2021, the plaintiffs filed an amended complaint to limit the class to include Oregon citizens allegedly impacted by the Santiam Canyon, Echo Mountain Complex, South Obenchain and Two Four Two wildfires. In May 2022, the Multnomah County Circuit Court granted issue class certification and consolidated the James case with several other cases. While PacifiCorp requested an immediate appeal of the issue class certification, the Oregon Court of Appeals denied the request. In April 2023, the jury trial for the James case with respect to 17 named plaintiffs began in Multnomah County Circuit Court. In June 2023, the jury issued its verdict finding PacifiCorp liable to the 17 individual plaintiffs and to the class with respect to the four wildfires. The jury awarded the 17 named plaintiffs $90 million of damages, including $4 million of economic and property damages, $68 million of noneconomic damages and $18 million of punitive damages based on a 0.25 multiplier of the economic and noneconomic damages. No judgment has been entered by the Multnomah County Circuit Court and no determination has been made as to the timing, process and procedures that will be used to adjudicate individual class member damages. PacifiCorp intends to vigorously appeal the jury's findings and damage awards, including whether the case can proceed as a class action. The appeals process and further actions could take several years.

Based on the facts and circumstances available to PacifiCorp as of the date of this filing, which includes the status of the verdict in the James case with respect to the 17 named plaintiffs, other litigation and recent settlements, PacifiCorp has accrued cumulative estimated probable losses associated with the 2020 Wildfires of $1,018 million through June 30, 2023. PacifiCorp's cumulative accrual includes estimates of probable losses for fire suppression costs, real and personal property damages, natural resource damages for certain areas and noneconomic damages such as personal injury damages and loss of life damages that are considered probable of being incurred and that it is reasonably able to estimate at this time. For certain aspects of the 2020 Wildfires for which loss is considered probable, information necessary to reasonably estimate the potential losses, such as those related to certain areas of natural resource damages, is not currently available.

It is reasonably possible PacifiCorp will incur material additional losses beyond the amounts accrued that could have a material adverse effect on PacifiCorp's financial condition; however, PacifiCorp is currently unable to reasonably estimate the range of possible additional losses that could be incurred due to the number of properties and parties involved, including claimants in the class to the James case, the variation in those types of properties and lack of available details and the ultimate outcome of legal actions.

The following table presents changes in PacifiCorp's liability for estimated losses associated with the 2020 Wildfires (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Beginning balance	$	824	$	252	$	424	$	252
Accrued losses	141		225		541		225
Payments	(17)		—		(17)		—
Ending balance	$	948	$	477	$	948	$	477

PacifiCorp's receivable for expected insurance recoveries associated with the probable losses was $379 million and $246 million, respectively, as of June 30, 2023 and December 31, 2022. During the three- and six-month periods ended June 30, 2023, PacifiCorp recognized probable losses net of expected insurance recoveries associated with the 2020 Wildfires of $49 million and $408 million, respectively. During the three- and six-month periods ended June 30, 2022, PacifiCorp recognized probable losses net of expected insurance recoveries associated with the 2020 Wildfires of $64 million and $64 million, respectively. The net losses are included in operations and maintenance on the Consolidated Statements of Operations. No additional insurance recoveries beyond those accrued to date are expected to be available for the 2020 Wildfires.

2022 McKinney Fire

According to the California Department of Forestry and Fire Protection, on July 29, 2022, a wildfire began in the Oak Knoll Ranger District of the Klamath National Forest in Siskiyou County, California (the "2022 McKinney Fire") located in PacifiCorp's service territory. Third-party reports indicate that the 2022 McKinney Fire resulted in 11 structures damaged, 185 structures destroyed, 12 injuries and four fatalities and consumed 60,000 acres. The cause of the 2022 McKinney Fire is undetermined and remains under investigation by the U.S. Forest Service.

Due to the preliminary nature of the investigation, PacifiCorp does not believe a loss is probable and therefore has not accrued any loss as of the date of this filing. While the loss is not probable, PacifiCorp estimates the potential loss, excluding losses for natural resource damages, to be $31 million, net of expected insurance recoveries. The loss estimate includes PacifiCorp's estimate of losses for fire suppression costs; real and personal property damages; and noneconomic damages such as personal injury damages and loss of life damages. PacifiCorp is unable to estimate the total potential loss, including losses for natural resource damages, because there are a number of unknown facts and legal considerations that may impact the amount of any potential liability, including the total scope and nature of claims that may be asserted against PacifiCorp. PacifiCorp has insurance available and estimates the potential insurance recoveries to be $103 million, to cover potential losses.

As of the date of this filing, multiple lawsuits have been filed in California on behalf of plaintiffs related to the 2022 McKinney Fire. The plaintiffs seek damages for economic losses, noneconomic losses, including mental suffering, emotional distress, personal injury and loss of life, punitive damages, other damages and attorneys' fees, but the amount of damages sought is not specified. Final determinations of liability, however, will only be made following the completion of comprehensive investigations and litigation processes.

Guarantees

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

PAC

Loss Contingencies [Line Items]

Commitments and Contingencies

Commitments and Contingencies

Commitments

PacifiCorp has the following firm commitments that are not reflected on the Consolidated Balance Sheets.

Construction Commitments

During the six-month period ended June 30, 2023, PacifiCorp entered into build transfer agreements totaling $1.2 billion through 2025 for the construction of certain wind-powered generating facilities in Wyoming.

Fuel Contracts

During the six-month period ended June 30, 2023, PacifiCorp entered into certain coal supply agreements totaling $425 million through 2025.

Environmental Laws and Regulations

PacifiCorp is subject to federal, state and local laws and regulations regarding air quality, climate change, emissions performance standards, water quality, coal ash disposal, wildfire prevention and mitigation and other environmental matters that have the potential to impact its current and future operations. PacifiCorp believes it is in material compliance with all applicable laws and regulations.

Lower Klamath Hydroelectric Project

In November 2022, the Federal Energy Regulatory Commission ("FERC") issued a license surrender order for the Lower Klamath Project, which was accepted by the Klamath River Renewal Corporation ("KRRC") and the states of Oregon and California ("States") in December 2022, along with the transfer of the Lower Klamath Project dams. Although PacifiCorp no longer owns the Lower Klamath Project, PacifiCorp will continue to operate the facilities under an operation and maintenance agreement with the KRRC until each facility is ready for removal. Removal of the Copco No. 2 facility began in June 2023, and removal of the remaining three dams (J.C. Boyle, Copco No. 1 and Iron Gate) is anticipated to begin in 2024. The KRRC has $450 million in funding available for dam removal and restoration; $200 million collected from PacifiCorp's Oregon and California customers and $250 million in California bond funds. PacifiCorp and the States have also agreed to equally share cost overruns that may occur above the initial $450 million in funding. Specifically, PacifiCorp and the States have agreed to equally fund an initial $45 million contingency fund and equally share any additional costs above that amount to ensure dam removal and restoration is complete.

Legal Matters

PacifiCorp is party to a variety of legal actions, including litigation, arising out of the normal course of business, some of which assert claims for damages in substantial amounts and are described below. For certain legal actions, parties at times may seek to impose fines, penalties and other costs.

Wildfires Overview

A provision for a loss contingency is recorded when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. PacifiCorp evaluates the related range of reasonably estimated losses and records a loss based on its best estimate within that range or the lower end of the range if there is no better estimate.

In California, under inverse condemnation, courts have held that investor-owned utilities can be liable for real and personal property damages from wildfires without the utility being found negligent and regardless of fault. California law also permits inverse condemnation plaintiffs to recover reasonable attorney fees and costs. In both Oregon and California, PacifiCorp has equipment in areas accessed through special use permits, easements or similar agreements that may contain provisions requiring it to pay for damages caused by its equipment regardless of fault. Even if inverse condemnation or other provisions do not apply, PacifiCorp could be found liable for all damages.

2020 Wildfires

In September 2020, a severe weather event resulting in high winds, low humidity and warm temperatures contributed to several major wildfires, which resulted in real and personal property and natural resource damage, personal injuries and loss of life and widespread power outages in Oregon and Northern California. The wildfires spread across certain parts of PacifiCorp's service territory and surrounding areas across multiple counties in Oregon and California, including Siskiyou County, California; Jackson County, Oregon; Douglas County, Oregon; Marion County, Oregon; Lincoln County, Oregon; and Klamath County, Oregon, burning over 500,000 acres in aggregate. Third-party reports for these wildfires indicate over 2,000 structures destroyed, including residences; several structures damaged; multiple individuals injured; and several fatalities.

Investigations into the cause and origin of each wildfire are complex and ongoing and being conducted by various entities, including the U.S. Forest Service, the California Public Utilities Commission, the Oregon Department of Forestry, the Oregon Department of Justice, PacifiCorp and various experts engaged by PacifiCorp.

As of the date of this filing, numerous lawsuits on behalf of plaintiffs related to the 2020 Wildfires have been filed in Oregon and California, including a class action complaint in Oregon for which the jury issued a verdict for the 17 named plaintiffs in June 2023 as described below. The plaintiffs seek damages for economic losses, noneconomic losses, including mental suffering, emotional distress, personal injury and loss of life, punitive damages, other damages and attorneys' fees. Several insurance carriers have filed subrogation complaints in Oregon and California with allegations similar to those made in the aforementioned lawsuits. Additionally, certain governmental agencies have informed PacifiCorp that they are contemplating filing actions in connection with certain of the Oregon 2020 Wildfires. Amounts sought in the lawsuits, complaints and demands filed in Oregon total over $7 billion, excluding any doubling or trebling of damages included in the complaints. Generally, the complaints filed in California do not specify damages sought and are not included in this amount. Final determinations of liability will only be made following the completion of comprehensive investigations, litigation or similar processes, the outcome of which, if adverse, could, in the aggregate, have a material adverse effect on PacifiCorp's financial condition.

On September 30, 2020, a class action complaint against PacifiCorp was filed, captioned Jeanyne James et al. v. PacifiCorp et al, in Multnomah County Circuit Court, Oregon (the "James case"). The complaint was filed by Oregon residents and businesses who seek to represent a class of all Oregon citizens and entities whose real or personal property was harmed beginning on September 7, 2020, by wildfires in Oregon allegedly caused by PacifiCorp. In November 2021, the plaintiffs filed an amended complaint to limit the class to include Oregon citizens allegedly impacted by the Santiam Canyon, Echo Mountain Complex, South Obenchain and Two Four Two wildfires. In May 2022, the Multnomah County Circuit Court granted issue class certification and consolidated the James case with several other cases. While PacifiCorp requested an immediate appeal of the issue class certification, the Oregon Court of Appeals denied the request. In April 2023, the jury trial for the James case with respect to 17 named plaintiffs began in Multnomah County Circuit Court. In June 2023, the jury issued its verdict finding PacifiCorp liable to the 17 individual plaintiffs and to the class with respect to the four wildfires. The jury awarded the 17 named plaintiffs $90 million of damages, including $4 million of economic and property damages, $68 million of noneconomic damages and $18 million of punitive damages based on a 0.25 multiplier of the economic and noneconomic damages. No judgment has been entered by the Multnomah County Circuit Court and no determination has been made as to the timing, process and procedures that will be used to adjudicate individual class member damages. PacifiCorp intends to vigorously appeal the jury's findings and damage awards, including whether the case can proceed as a class action. The appeals process and further actions could take several years.

Based on the facts and circumstances available to PacifiCorp as of the date of this filing, which includes the status of the verdict in the James case with respect to the 17 named plaintiffs, other litigation and recent settlements, PacifiCorp has accrued cumulative estimated probable losses associated with the 2020 Wildfires of $1,018 million through June 30, 2023. PacifiCorp's cumulative accrual includes estimates of probable losses for fire suppression costs, real and personal property damages, natural resource damages for certain areas and noneconomic damages such as personal injury damages and loss of life damages that are considered probable of being incurred and that it is reasonably able to estimate at this time. For certain aspects of the 2020 Wildfires for which loss is considered probable, information necessary to reasonably estimate the potential losses, such as those related to certain areas of natural resource damages, is not currently available.

It is reasonably possible PacifiCorp will incur material additional losses beyond the amounts accrued that could have a material adverse effect on PacifiCorp's financial condition; however, PacifiCorp is currently unable to reasonably estimate the range of possible additional losses that could be incurred due to the number of properties and parties involved, including claimants in the class to the James case, the variation in those types of properties and lack of available details and the ultimate outcome of legal actions.

The following table presents changes in PacifiCorp's liability for estimated losses associated with the 2020 Wildfires (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Beginning balance	$	824	$	252	$	424	$	252
Accrued losses	141		225		541		225
Payments	(17)		—		(17)		—
Ending balance	$	948	$	477	$	948	$	477

PacifiCorp's receivable for expected insurance recoveries associated with the probable losses was $379 million and $246 million, respectively, as of June 30, 2023 and December 31, 2022. During the three- and six-month periods ended June 30, 2023, PacifiCorp recognized probable losses net of expected insurance recoveries associated with the 2020 Wildfires of $49 million and $408 million, respectively. During the three- and six-month periods ended June 30, 2022, PacifiCorp recognized probable losses net of expected insurance recoveries associated with the 2020 Wildfires of $64 million and $64 million, respectively. The net losses are included in operations and maintenance on the Consolidated Statements of Operations. No additional insurance recoveries beyond those accrued to date are expected to be available for the 2020 Wildfires.

2022 McKinney Fire

According to the California Department of Forestry and Fire Protection, on July 29, 2022, a wildfire began in the Oak Knoll Ranger District of the Klamath National Forest in Siskiyou County, California (the "2022 McKinney Fire") located in PacifiCorp's service territory. Third-party reports indicate that the 2022 McKinney Fire resulted in 11 structures damaged, 185 structures destroyed, 12 injuries and four fatalities and consumed 60,000 acres. The cause of the 2022 McKinney Fire is undetermined and remains under investigation by the U.S. Forest Service.

Due to the preliminary nature of the investigation, PacifiCorp does not believe a loss is probable and therefore has not accrued any loss as of the date of this filing. While the loss is not probable, PacifiCorp estimates the potential loss, excluding losses for natural resource damages, to be $31 million, net of expected insurance recoveries. The loss estimate includes PacifiCorp's estimate of losses for fire suppression costs; real and personal property damages; and noneconomic damages such as personal injury damages and loss of life damages. PacifiCorp is unable to estimate the total potential loss, including losses for natural resource damages, because there are a number of unknown facts and legal considerations that may impact the amount of any potential liability, including the total scope and nature of claims that may be asserted against PacifiCorp. PacifiCorp has insurance available and estimates the potential insurance recoveries to be $103 million, to cover potential losses.

As of the date of this filing, multiple lawsuits have been filed in California on behalf of plaintiffs related to the 2022 McKinney Fire. The plaintiffs seek damages for economic losses, noneconomic losses, including mental suffering, emotional distress, personal injury and loss of life, punitive damages, other damages and attorneys' fees, but the amount of damages sought is not specified. Final determinations of liability, however, will only be made following the completion of comprehensive investigations and litigation processes.

Guarantees

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

MEC

Loss Contingencies [Line Items]

Commitments and Contingencies

Commitments and Contingencies

Commitments

MidAmerican Energy has the following firm commitments that are not reflected on the Balance Sheets.

Construction Commitments

During the six-month period ended June 30, 2023, MidAmerican Energy entered into firm construction commitments totaling $183 million for the remainder of 2023 through 2024 related to the construction of wind-powered generating facilities in Iowa.

Environmental Laws and Regulations

MidAmerican Energy is subject to federal, state and local laws and regulations regarding air quality, climate change, emissions performance standards, water quality, coal ash disposal and other environmental matters that have the potential to impact its current and future operations. MidAmerican Energy believes it is in material compliance with all applicable laws and regulations.

Legal Matters

MidAmerican Energy is party to a variety of legal actions arising out of the normal course of business. MidAmerican Energy does not believe that such normal and routine litigation will have a material impact on its financial results.

Transmission Rates

MidAmerican Energy's wholesale transmission rates are set annually using formula rates approved by the Federal Energy Regulatory Commission ("FERC") subject to true-up for actual cost of service. In November 2013 and February 2015, a coalition of intervenors filed successive complaints with the FERC requesting that the base return on equity ("ROE") used to determine rates in effect prior to September 2016 no longer be found just and reasonable and sought to reduce the base ROE. In August 2022, the U.S. Court of Appeals for the District of Columbia Circuit issued an opinion vacating all orders related to the complaints and remanding them back to the FERC. MidAmerican Energy cannot predict the ultimate outcome of these matters or the amount of refunds, if any, and accordingly, has reversed its previously accrued liability for potential refunds of amounts collected under the higher ROE during the periods covered by the complaints.

MidAmerican Funding, LLC

Loss Contingencies [Line Items]

Commitments and Contingencies

Commitments and ContingenciesMidAmerican Funding is party to a variety of legal actions arising out of the normal course of business. MidAmerican Funding does not believe that such normal and routine litigation will have a material impact on its consolidated financial results. Refer to Note 9 of MidAmerican Energy's Notes to Financial Statements.

NPC

Loss Contingencies [Line Items]

Commitments and Contingencies

Commitments and Contingencies

Environmental Laws and Regulations

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

Legal Matters

Nevada Power is party to a variety of legal actions arising out of the normal course of business. Nevada Power does not believe that such normal and routine litigation will have a material impact on its consolidated financial results.

SPPC

Loss Contingencies [Line Items]

Commitments and Contingencies

Commitments and Contingencies

Environmental Laws and Regulations

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

Legal Matters

Sierra Pacific is party to a variety of legal actions arising out of the normal course of business. Sierra Pacific does not believe that such normal and routine litigation will have a material impact on its consolidated financial results.

EEGH

Loss Contingencies [Line Items]

Commitments and Contingencies

Commitments and Contingencies

Environmental Laws and Regulations

Eastern Energy Gas is subject to federal, state and local laws and regulations regarding air quality, climate change, emissions performance standards, water quality and other environmental matters that have the potential to impact its current and future operations. Eastern Energy Gas believes it is in material compliance with all applicable laws and regulations.

Legal Matters

Eastern Energy Gas is party to a variety of legal actions arising out of the normal course of business. Eastern Energy Gas does not believe that such normal and routine litigation will have a material impact on its consolidated financial results.

EGTS

Loss Contingencies [Line Items]

Commitments and Contingencies

Commitments and Contingencies

Environmental Laws and Regulations

EGTS is subject to federal, state and local laws and regulations regarding air quality, climate change, emissions performance standards, water quality and other environmental matters that have the potential to impact its current and future operations. EGTS believes it is in material compliance with all applicable laws and regulations.

Legal Matters

EGTS is party to a variety of legal actions arising out of the normal course of business. EGTS does not believe that such normal and routine litigation will have a material impact on its consolidated financial results.

XML

Revenue from Contracts with Customers

6 Months Ended

Jun. 30, 2023

Disaggregation of Revenue [Line Items]

Revenue from Contracts with Customers

Revenue from Contracts with Customers

Energy Products and Services

The following table summarizes the Company's energy products and services revenue from contracts with customers ("Customer Revenue") by regulated and nonregulated, with further disaggregation of regulated by line of business, including a reconciliation to the Company's reportable segment information included in Note 14 (in millions):

	For the Three-Month Period Ended June 30, 2023
	PacifiCorp		MidAmerican Funding		NV Energy		Northern Powergrid		BHE Pipeline Group		BHE Transmission		BHE Renewables		BHE and Other(1)		Total
Customer Revenue:
Regulated:
Retail electric	$	1,232	$	569	$	1,043	$	—	$	—	$	—	$	—	$	—	$	2,844
Retail gas	—		90		43		—		—		—		—		—		133
Wholesale	26		52		9		—		—		—		—		2		89
Transmission and    distribution	34		13		19		244		—		166		—		—		476
Interstate pipeline	—		—		—		—		542		—		—		(27)		515
Other	24		—		—		—		(1)		—		—		—		23
Total Regulated	1,316		724		1,114		244		541		166		—		(25)		4,080
Nonregulated	—		1		—		33		270		30		376		1		711
Total Customer Revenue	1,316		725		1,114		277		811		196		376		(24)		4,791
Other revenue	11		34		5		29		7		(4)		61		(1)		142
Total	$	1,327	$	759	$	1,119	$	306	$	818	$	192	$	437	$	(25)	$	4,933

	For the Six-Month Period Ended June 30, 2023
	PacifiCorp		MidAmerican Funding		NV Energy		Northern Powergrid		BHE Pipeline Group		BHE Transmission		BHE Renewables		BHE and Other(1)		Total
Customer Revenue:
Regulated:
Retail electric	$	2,581	$	1,060	$	1,891	$	—	$	—	$	—	$	—	$	—	$	5,532
Retail gas	—		386		139		—		—		—		—		—		525
Wholesale	87		152		40		—		—		—		—		1		280
Transmission and    distribution	72		27		37		525		—		331		—		—		992
Interstate pipeline	—		—		—		—		1,420		—		—		(83)		1,337
Other	56		—		—		—		1		—		—		—		57
Total Regulated	2,796		1,625		2,107		525		1,421		331		—		(82)		8,723
Nonregulated	—		4		1		78		536		70		681		1		1,371
Total Customer Revenue	2,796		1,629		2,108		603		1,957		401		681		(81)		10,094
Other revenue	15		50		10		57		34		(4)		149		(1)		310
Total	$	2,811	$	1,679	$	2,118	$	660	$	1,991	$	397	$	830	$	(82)	$	10,404

	For the Three-Month Period Ended June 30, 2022
	PacifiCorp		MidAmerican Funding		NV Energy		Northern Powergrid		BHE Pipeline Group		BHE Transmission		BHE Renewables		BHE and Other(1)		Total
Customer Revenue:
Regulated:
Retail electric	$	1,167	$	594	$	831	$	—	$	—	$	—	$	—	$	(1)	$	2,591
Retail gas	—		136		28		—		—		—		—		—		164
Wholesale	55		119		15		—		—		—		—		(2)		187
Transmission and    distribution	45		13		18		274		—		172		—		—		522
Interstate pipeline	—		—		—		—		524		—		—		(27)		497
Other	28		—		—		—		—		—		—		—		28
Total Regulated	1,295		862		892		274		524		172		—		(30)		3,989
Nonregulated	—		—		1		42		285		15		414		(1)		756
Total Customer Revenue	1,295		862		893		316		809		187		414		(31)		4,745
Other revenue	19		35		6		29		47		(4)		32		31		195
Total	$	1,314	$	897	$	899	$	345	$	856	$	183	$	446	$	—	$	4,940

	For the Six-Month Period Ended June 30, 2022
	PacifiCorp		MidAmerican Funding		NV Energy		Northern Powergrid		BHE Pipeline Group		BHE Transmission		BHE Renewables		BHE and Other(1)		Total
Customer Revenue:
Regulated:
Retail electric	$	2,352	$	1,066	$	1,430	$	—	$	—	$	—	$	—	$	(1)	$	4,847
Retail gas	—		473		79		—		—		—		—		—		552
Wholesale	110		280		35		—		—		—		—		(2)		423
Transmission and    distribution	77		28		35		543		—		348		—		—		1,031
Interstate pipeline	—		—		—		—		1,269		—		—		(68)		1,201
Other	48		—		1		—		1		—		—		—		50
Total Regulated	2,587		1,847		1,580		543		1,270		348		—		(71)		8,104
Nonregulated	—		2		1		57		563		22		716		(1)		1,360
Total Customer Revenue	2,587		1,849		1,581		600		1,833		370		716		(72)		9,464
Other revenue	24		53		11		60		58		(4)		98		(1)		299
Total	$	2,611	$	1,902	$	1,592	$	660	$	1,891	$	366	$	814	$	(73)	$	9,763

(1)The BHE and Other reportable segment represents amounts related principally to other corporate entities, corporate functions and intersegment eliminations.

Real Estate Services

The following table summarizes the Company's real estate services Customer Revenue by line of business (in millions):

	HomeServices
	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Customer Revenue:
Brokerage	$	1,202	$	1,544	$	2,001	$	2,636
Franchise	15		17		27		37
Total Customer Revenue	1,217		1,561		2,028		2,673
Mortgage and other revenue	79		111		143		206
Total	$	1,296	$	1,672	$	2,171	$	2,879

Remaining Performance Obligations

The following table summarizes the Company's revenue it expects to recognize in future periods related to significant unsatisfied remaining performance obligations for fixed contracts with expected durations in excess of one year as of June 30, 2023, by reportable segment (in millions):

	Performance obligations expected to be satisfied:
	Less than 12 months		More than 12 months		Total
BHE Pipeline Group	$	3,007	$	20,764	$	23,771
BHE Transmission	328		—		328
Total	$	3,335	$	20,764	$	24,099

PAC

Disaggregation of Revenue [Line Items]

Revenue from Contracts with Customers

Revenue from Contracts with Customers

The following table summarizes PacifiCorp's revenue from contracts with customers ("Customer Revenue") by line of business, with further disaggregation of retail by customer class (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Customer Revenue:
Retail:
Residential	$	450	$	417	$	1,035	$	922
Commercial	429		393		859		763
Industrial	270		277		560		550
Other retail	83		80		127		117
Total retail	1,232		1,167		2,581		2,352
Wholesale	26		55		87		110
Transmission	34		45		72		77
Other Customer Revenue	24		28		56		48
Total Customer Revenue	1,316		1,295		2,796		2,587
Other revenue	11		19		15		24
Total operating revenue	$	1,327	$	1,314	$	2,811	$	2,611

MEC

Disaggregation of Revenue [Line Items]

Revenue from Contracts with Customers

Revenue from Contracts with Customers

The following table summarizes MidAmerican Energy's revenue from contracts with customers ("Customer Revenue") by line of business, with further disaggregation of retail by customer class, including a reconciliation to MidAmerican Energy's reportable segment information included in Note 12 (in millions):

	For the Three-Month Period Ended June 30, 2023								For the Six-Month Period Ended June 30, 2023
	Electric		Natural Gas		Other		Total		Electric		Natural Gas		Other		Total
Customer Revenue:
Retail:
Residential	$	173	$	58	$	—	$	231	$	340	$	257	$	—	$	597
Commercial	86		17		—		103		161		95		—		256
Industrial	272		4		—		276		486		11		—		497
Natural gas transportation services	—		10		—		10		—		23		—		23
Other retail	38		1		—		39		73		—		—		73
Total retail	569		90		—		659		1,060		386		—		1,446
Wholesale	45		7		—		52		116		36		—		152
Multi-value transmission projects	13		—		—		13		27		—		—		27
Other Customer Revenue	—		—		1		1		—		—		4		4
Total Customer Revenue	627		97		1		725		1,203		422		4		1,629
Other revenue	34		—		—		34		49		1		—		50
Total operating revenue	$	661	$	97	$	1	$	759	$	1,252	$	423	$	4	$	1,679

	For the Three-Month Period Ended June 30, 2022								For the Six-Month Period Ended June 30, 2022
	Electric		Natural Gas		Other		Total		Electric		Natural Gas		Other		Total
Customer Revenue:
Retail:
Residential	$	185	$	87	$	—	$	272	$	353	$	312	$	—	$	665
Commercial	91		31		—		122		165		119		—		284
Industrial	277		9		—		286		475		18		—		493
Natural gas transportation services	—		9		—		9		—		23		—		23
Other retail	41		—		—		41		73		1		—		74
Total retail	594		136		—		730		1,066		473		—		1,539
Wholesale	84		34		—		118		188		92		—		280
Multi-value transmission projects	13		—		—		13		28		—		—		28
Other Customer Revenue	—		—		1		1		—		—		2		2
Total Customer Revenue	691		170		1		862		1,282		565		2		1,849
Other revenue	34		1		—		35		51		2		—		53
Total operating revenue	$	725	$	171	$	1	$	897	$	1,333	$	567	$	2	$	1,902

MidAmerican Funding, LLC

Disaggregation of Revenue [Line Items]

Revenue from Contracts with Customers

Revenue from Contracts with CustomersRefer to Note 10 of MidAmerican Energy's Notes to Financial Statements.

NPC

Disaggregation of Revenue [Line Items]

Revenue from Contracts with Customers

Revenue from Contracts with Customers

The following table summarizes Nevada Power's revenue from contracts with customers ("Customer Revenue") by line of business, with further disaggregation of retail by customer class (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Customer Revenue:
Retail:
Residential	$	404	$	353	$	697	$	566
Commercial	177		131		313		226
Industrial	173		124		311		203
Other	4		3		10		4
Total fully bundled	758		611		1,331		999
Distribution only service	4		5		7		10
Total retail	762		616		1,338		1,009
Wholesale, transmission and other	15		18		33		34
Total Customer Revenue	777		634		1,371		1,043
Other revenue	4		5		9		11
Total operating revenue	$	781	$	639	$	1,380	$	1,054

SPPC

Disaggregation of Revenue [Line Items]

Revenue from Contracts with Customers

Revenue from Contracts with Customers

The following table summarizes Sierra Pacific's revenue from contracts with customers ("Customer Revenue") by line of business, with further disaggregation of retail by customer class, including a reconciliation to Sierra Pacific's reportable segment information included in Note 11 (in millions):

	Three-Month Periods
	Ended June 30,
	2023						2022
	Electric		Natural Gas		Total		Electric		Natural Gas		Total
Customer Revenue:
Retail:
Residential	$	95	$	25	$	120	$	79	$	19	$	98
Commercial	102		12		114		82		6		88
Industrial	82		6		88		53		3		56
Other	1		—		1		1		—		1
Total fully bundled	280		43		323		215		28		243
Distribution only service	1		—		1		1		—		1
Total retail	281		43		324		216		28		244
Wholesale, transmission and other	12		—		12		14		—		14
Total Customer Revenue	293		43		336		230		28		258
Other revenue	—		1		1		—		—		—
Total operating revenue	$	293	$	44	$	337	$	230	$	28	$	258

	Six-Month Periods
	Ended June 30,
	2023						2022
	Electric		Natural Gas		Total		Electric		Natural Gas		Total
Customer Revenue:
Retail:
Residential	$	210	$	85	$	295	$	162	$	51	$	213
Commercial	193		39		232		151		21		172
Industrial	145		15		160		102		7		109
Other	3		—		3		3		—		3
Total fully bundled	551		139		690		418		79		497
Distribution only service	2		—		2		3		—		3
Total retail	553		139		692		421		79		500
Wholesale, transmission and other	44		—		44		35		—		35
Total Customer Revenue	597		139		736		456		79		535
Other revenue	—		1		1		1		1		2
Total operating revenue	$	597	$	140	$	737	$	457	$	80	$	537

EEGH

Disaggregation of Revenue [Line Items]

Revenue from Contracts with Customers

Revenue from Contracts with Customers

The following table summarizes Eastern Energy Gas' revenue from contracts with customers ("Customer Revenue") by regulated and nonregulated, with further disaggregation of regulated by line of business (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Customer Revenue:
Regulated:
Gas transmission and storage	$	294	$	286	$	626	$	571
Other	(1)		—		1		—
Total regulated	293		286		627		571
Nonregulated	226		216		443		419
Total Customer Revenue	519		502		1,070		990
Other revenue(1)	2		2		4		(4)
Total operating revenue	$	521	$	504	$	1,074	$	986

(1)Other revenue consists primarily of revenue recognized in accordance with Accounting Standards Codification 815, "Derivative and Hedging" and includes unrealized gains and losses for derivatives not designated as hedges related to natural gas sales contracts.

Eastern Energy Gas has recognized contract liabilities of $35 million and $80 million as of June 30, 2023 and December 31, 2022, respectively, due to the relationship between Eastern Energy Gas' performance and the customer's payment. Eastern Energy Gas recognizes revenue as it fulfills its obligations to provide services to its customers. During the six-month period ended June 30, 2023, Eastern Energy Gas recognized revenue of $49 million from the beginning contract liability balance.

Remaining Performance Obligations

The following table summarizes Eastern Energy Gas' revenue it expects to recognize in future periods related to significant unsatisfied remaining performance obligations for fixed contracts with expected durations in excess of one year as of June 30, 2023 (in millions):

	Performance obligations expected to be satisfied
	Less than 12 months		More than 12 months		Total
Eastern Energy Gas	$	1,662	$	15,132	$	16,794

EGTS

Disaggregation of Revenue [Line Items]

Revenue from Contracts with Customers

Revenue from Contracts with Customers

The following table summarizes EGTS' revenue from contracts with customers ("Customer Revenue") by regulated and other, with further disaggregation of regulated by line of business (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Customer Revenue:
Regulated:
Gas transmission	$	151	$	145	$	342	$	310
Gas storage	70		69		137		116
Other	(2)		—		—		—
Total regulated	219		214		479		426
Management service and other revenues	15		19		32		37
Total Customer Revenue	234		233		511		463
Other revenue(1)	2		1		3		(6)
Total operating revenue	$	236	$	234	$	514	$	457

(1)Other revenue consists primarily of revenue recognized in accordance with Accounting Standards Codification 815, "Derivative and Hedging" and includes unrealized gains and losses for derivatives not designated as hedges related to natural gas sales contracts.

Remaining Performance Obligations

The following table summarizes EGTS' revenue it expects to recognize in future periods related to significant unsatisfied remaining performance obligations for fixed contracts with expected durations in excess of one year as of June 30, 2023 (in millions):

	Performance obligations expected to be satisfied
	Less than 12 months		More than 12 months		Total
EGTS	$	757	$	3,339	$	4,096

XML

Shareholder's Equity	6 Months Ended
	Jun. 30, 2023
MEC
Class of Stock [Line Items]
Shareholder's Equity	Shareholder's Equity In January 2023, MidAmerican Energy paid $100 million in cash dividends to its parent company, MHC.

XML

Member's Equity	6 Months Ended
	Jun. 30, 2023
MidAmerican Funding, LLC
Class of Stock [Line Items]
Member's Equity	Member's Equity In January 2023, MidAmerican Funding paid a $100 million cash distribution to its parent company, BHE.

XML

Components of Accumulated Other Comprehensive Loss, Net

6 Months Ended

Jun. 30, 2023

Accumulated Other Comprehensive Income (Loss) [Line Items]

Components of Accumulated Other Comprehensive Loss, Net

Components of Accumulated Other Comprehensive Loss, Net

The following table shows the change in accumulated other comprehensive loss by each component of other comprehensive income (loss), net of applicable income tax (in millions):

	Unrecognized		Foreign		Unrealized				AOCI
	Amounts on		Currency		Gains				Attributable
	Retirement		Translation		on Cash		Noncontrolling		To BHE
	Benefits		Adjustment		Flow Hedges		Interests		Shareholders, Net
Balance, December 31, 2021	$	(318)	$	(1,086)	$	59	$	5	$	(1,340)
Other comprehensive income (loss)	40		(591)		103		—		(448)
Balance, June 30, 2022	$	(278)	$	(1,677)	$	162	$	5	$	(1,788)
Balance, December 31, 2022	$	(390)	$	(1,896)	$	135	$	2	$	(2,149)
Other comprehensive (loss) income	(11)		331		(16)		—		304
Balance, June 30, 2023	$	(401)	$	(1,565)	$	119	$	2	$	(1,845)

EEGH

Accumulated Other Comprehensive Income (Loss) [Line Items]

Components of Accumulated Other Comprehensive Loss, Net

Components of Accumulated Other Comprehensive Loss, Net

The following table shows the change in accumulated other comprehensive loss by each component of other comprehensive income (loss), net of applicable income tax (in millions):

	Unrecognized						Accumulated
	Amounts On		Unrealized				Other
	Retirement		Losses on Cash		Noncontrolling		Comprehensive
	Benefits		Flow Hedges		Interests		Loss, Net
Balance, December 31, 2021	$	(6)	$	(42)	$	5	$	(43)
Other comprehensive income	1		3		—		4
Balance, June 30, 2022	$	(5)	$	(39)	$	5	$	(39)
Balance, December 31, 2022	$	(1)	$	(43)	$	2	$	(42)
Other comprehensive (loss) income	(1)		5		—		4
Balance, June 30, 2023	$	(2)	$	(38)	$	2	$	(38)

XML

Segment Information

6 Months Ended

Jun. 30, 2023

Segment Reporting Information [Line Items]

Segment Information

Segment Information

The Company's reportable segments with foreign operations include Northern Powergrid, whose business is principally in the United Kingdom, and BHE Transmission, whose business includes operations in Canada. Intersegment eliminations and adjustments, including the allocation of goodwill, have been made. Effective January 1, 2023, the Company's unregulated retail energy services business was transferred to a subsidiary of BHE Renewables. Prior period amounts, which were previously reported in BHE and Other, have been changed to reflect this activity in BHE Renewables. Information related to the Company's reportable segments is shown below (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue:
PacifiCorp	$	1,327	$	1,314	$	2,811	$	2,611
MidAmerican Funding	759		897		1,679		1,902
NV Energy	1,119		899		2,118		1,592
Northern Powergrid	307		345		661		660
BHE Pipeline Group	818		856		1,991		1,891
BHE Transmission	192		183		397		366
BHE Renewables	437		478		830		814
HomeServices	1,296		1,672		2,171		2,879
BHE and Other(1)	(26)		(32)		(83)		(73)
Total operating revenue	$	6,229	$	6,612	$	12,575	$	12,642

Depreciation and amortization:
PacifiCorp	$	279	$	279	$	558	$	559
MidAmerican Funding	226		277		460		527
NV Energy	153		139		305		279
Northern Powergrid	85		100		170		180
BHE Pipeline Group	95		125		267		256
BHE Transmission	65		60		126		118
BHE Renewables	67		65		133		131
HomeServices	12		14		25		29
BHE and Other(1)	—		—		1		2
Total depreciation and amortization	$	982	$	1,059	$	2,045	$	2,081

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating income:
PacifiCorp	$	131	$	158	$	(36)	$	374
MidAmerican Funding	118		90		206		190
NV Energy	117		140		174		202
Northern Powergrid	121		110		267		269
BHE Pipeline Group	368		352		952		890
BHE Transmission	76		84		164		167
BHE Renewables	89		155		20		209
HomeServices	46		117		1		145
BHE and Other(1)	(20)		1		(35)		(3)
Total operating income	1,046		1,207		1,713		2,443
Interest expense	(599)		(550)		(1,185)		(1,082)
Capitalized interest	33		18		57		35
Allowance for equity funds	61		42		110		80
Interest and dividend income	127		30		213		53
Gains on marketable securities, net	303		2,528		1,002		1,271
Other, net	78		(26)		118		(21)
Total income (loss) before income tax expense (benefit) and equity income (loss)	$	1,049	$	3,249	$	2,028	$	2,779

Interest expense:
PacifiCorp	$	134	$	107	$	258	$	213
MidAmerican Funding	85		83		169		165
NV Energy	64		52		127		103
Northern Powergrid	30		34		60		66
BHE Pipeline Group	39		36		78		73
BHE Transmission	38		38		75		76
BHE Renewables	43		45		88		87
HomeServices	4		2		8		3
BHE and Other(1)	162		153		322		296
Total interest expense	$	599	$	550	$	1,185	$	1,082

Earnings on common shares:
PacifiCorp	$	107	$	83	$	(13)	$	213
MidAmerican Funding	233		204		482		445
NV Energy	90		93		124		122
Northern Powergrid	96		71		107		182
BHE Pipeline Group	187		199		556		521
BHE Transmission	58		62		122		124
BHE Renewables	206		264		285		409
HomeServices	34		84		—		105
BHE and Other(1)	55		1,824		384		618
Total earnings on common shares	$	1,066	$	2,884	$	2,047	$	2,739

	As of
	June 30,		December 31,
	2023		2022
Assets:
PacifiCorp	$	31,700	$	30,559
MidAmerican Funding	26,241		26,077
NV Energy	17,495		16,676
Northern Powergrid	9,531		9,005
BHE Pipeline Group	20,937		21,005
BHE Transmission	9,599		9,334
BHE Renewables	11,295		12,632
HomeServices	3,795		3,436
BHE and Other(1)	7,158		5,116
Total assets	$	137,751	$	133,840

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue by country:
U.S.	$	5,749	$	6,087	$	11,564	$	11,621
United Kingdom	295		345		628		660
Canada	173		180		350		361
Australia	12		—		33		—
Total operating revenue by country	$	6,229	$	6,612	$	12,575	$	12,642

Income (loss) before income tax expense (benefit) and equity income (loss) by country:
U.S.	$	914	$	3,117	$	1,733	$	2,463
United Kingdom	93		87		206		226
Canada	44		46		87		92
Australia	(3)		1		2		1
Other	1		(2)		—		(3)
Total income (loss) before income tax expense (benefit) and equity income (loss) by country	$	1,049	$	3,249	$	2,028	$	2,779

The following table shows the change in the carrying amount of goodwill by reportable segment for the six-month period ended June 30, 2023 (in millions):

									BHE Pipeline Group
	PacifiCorp		MidAmerican Funding		NV Energy		Northern Powergrid				BHE Transmission		BHE Renewables		HomeServices
																	Total
December 31, 2022	$	1,129	$	2,102	$	2,369	$	917	$	1,814	$	1,461	$	95	$	1,602	$	11,489
Acquisitions	—		—		—		—		—		—		—		1		1
Foreign currency translation	—		—		—		32		—		31		—		—		63
Other	—		—		—		—		—		—		—		(7)		(7)
June 30, 2023	$	1,129	$	2,102	$	2,369	$	949	$	1,814	$	1,492	$	95	$	1,596	$	11,546

MEC

Segment Reporting Information [Line Items]

Segment Information

Segment Information

MidAmerican Energy has identified two reportable segments: regulated electric and regulated natural gas. The regulated electric segment derives most of its revenue from regulated retail sales of electricity to residential, commercial, and industrial customers and from wholesale sales. The regulated natural gas segment derives most of its revenue from regulated retail sales of natural gas to residential, commercial, and industrial customers and also obtains revenue by transporting natural gas owned by others through its distribution system. Pricing for regulated electric and natural gas sales are established separately by regulatory agencies; therefore, management also reviews each segment separately to make decisions regarding allocation of resources and evaluating performance. Common operating costs, interest income, interest expense and income tax expense are allocated to each segment based on certain factors, which primarily relate to the nature of the cost.

The following tables provide information on a reportable segment basis (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue:
Regulated electric	$	661	$	725	$	1,252	$	1,333
Regulated natural gas	97		171		423		567
Other	1		1		4		2
Total operating revenue	$	759	$	897	$	1,679	$	1,902
Operating income:
Regulated electric	$	120	$	87	$	170	$	138
Regulated natural gas	(2)		3		36		52
Total operating income	118		90		206		190
Interest expense	(81)		(78)		(161)		(156)
Allowance for borrowed funds	4		5		8		9
Allowance for equity funds	13		14		24		29
Other, net	15		(12)		31		(15)
Total income before income tax expense (benefit)	$	69	$	19	$	108	$	57

	As of
	June 30, 2023		December 31, 2022
Assets:
Regulated electric	$	22,425	$	22,092
Regulated natural gas	1,717		1,885
Other	1		1
Total assets	$	24,143	$	23,978

MidAmerican Funding, LLC

Segment Reporting Information [Line Items]

Segment Information

Segment Information

MidAmerican Funding has identified two reportable segments: regulated electric and regulated natural gas. The regulated electric segment derives most of its revenue from regulated retail sales of electricity to residential, commercial, and industrial customers and from wholesale sales. The regulated natural gas segment derives most of its revenue from regulated retail sales of natural gas to residential, commercial, and industrial customers and also obtains revenue by transporting natural gas owned by others through its distribution system. Pricing for regulated electric and natural gas sales are established separately by regulatory agencies; therefore, management also reviews each segment separately to make decisions regarding allocation of resources and evaluating performance. Common operating costs, interest income, interest expense and income tax expense are allocated to each segment based on certain factors, which primarily relate to the nature of the cost. "Other" in the tables below consists of the financial results and assets of nonregulated operations, MHC and MidAmerican Funding.

The following tables provide information on a reportable segment basis (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue:
Regulated electric	$	661	$	725	$	1,252	$	1,333
Regulated natural gas	97		171		423		567
Other	1		1		4		2
Total operating revenue	$	759	$	897	$	1,679	$	1,902
Operating income:
Regulated electric	$	120	$	87	$	170	$	138
Regulated natural gas	(2)		3		36		52
Total operating income	118		90		206		190
Interest expense	(85)		(83)		(169)		(165)
Allowance for borrowed funds	4		5		8		9
Allowance for equity funds	13		14		24		29
Other, net	15		(10)		43		(14)
Total income before income tax expense (benefit)	$	65	$	16	$	112	$	49

	As of
	June 30, 2023		December 31, 2022
Assets(1):
Regulated electric	$	23,616	$	23,283
Regulated natural gas	1,796		1,963
Other	13		8
Total assets	$	25,425	$	25,254

(1) Assets by reportable segment reflect the assignment of goodwill to applicable reporting units.

SPPC

Segment Reporting Information [Line Items]

Segment Information

Segment Information

Sierra Pacific has identified two reportable operating segments: regulated electric and regulated natural gas. The regulated electric segment derives most of its revenue from regulated retail sales of electricity to residential, commercial, and industrial customers and from wholesale sales. The regulated natural gas segment derives most of its revenue from regulated retail sales of natural gas to residential, commercial, and industrial customers and also obtains revenue by transporting natural gas owned by others through its distribution system. Pricing for regulated electric and regulated natural gas sales are established separately by the PUCN; therefore, management also reviews each segment separately to make decisions regarding allocation of resources and in evaluating performance.

The following tables provide information on a reportable segment basis (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue:
Regulated electric	$	293	$	230	$	597	$	457
Regulated natural gas	44		28		140		80
Total operating revenue	$	337	$	258	$	737	$	537
Operating income:
Regulated electric	$	23	$	19	$	48	$	49
Regulated natural gas	3		4		13		12
Total operating income	26		23		61		61
Interest expense	(15)		(14)		(31)		(27)
Allowance for borrowed funds	3		—		5		1
Allowance for equity funds	3		2		5		4
Interest and dividend income	5		4		12		7
Other, net	1		—		2		2
Total income before income tax expense (benefit)	$	23	$	15	$	54	$	48

	As of
	June 30,		December 31,
	2023		2022
Assets:
Regulated electric	$	4,182	$	4,224
Regulated natural gas	444		441
Other(1)	58		67
Total assets	$	4,684	$	4,732

(1)    Consists principally of cash and cash equivalents not included in either the regulated electric or regulated natural gas segments.

XML

General (Policies)	6 Months Ended
	Jun. 30, 2023
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Basis of Accounting	The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 2023, and for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the three- and six-month periods ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year.
Use of Estimates	The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements.
New Accounting Pronouncements	New Accounting PronouncementsIn March 2023, the FASB issued ASU No. 2023-02, amending FASB ASC Topic 323-740, "Investments—Equity Method and Joint Ventures—Income Taxes" which set forth the conditions needed to apply the proportional amortization method. The amendments in this update permit reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. This guidance is effective for interim and annual reporting periods beginning after December 15, 2023, with early adoption permitted, and is required to be adopted either using a modified retrospective approach by means of a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption or a retrospective approach by means of a cumulative-effect adjustment to retained earnings as of the beginning of the earliest fiscal year presented. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.
PAC
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Basis of Accounting	The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 2023, and for the three- and six-month periods ended June 30, 2023 and 2022. The Consolidated Statements of Comprehensive Income (Loss) have been omitted as net income (loss) materially equals comprehensive income (loss) for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the three- and six-month periods ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year.
Use of Estimates	The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements.
MEC
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Basis of Accounting	The unaudited Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Financial Statements as of June 30, 2023, and for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the six-month period ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year.
Use of Estimates	The preparation of the unaudited Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Financial Statements.
Cash and Cash Equivalents	Cash equivalents consist of funds invested in money market mutual funds, U.S. Treasury Bills and other investments with a maturity of three months or less when purchased. Cash and cash equivalents exclude amounts where availability is restricted by legal requirements, loan agreements or other contractual provisions. Restricted cash and cash equivalents consist substantially of funds restricted for wildlife preservation.
MidAmerican Funding, LLC
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Basis of Accounting	The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 2023, and for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the six-month period ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year.
Use of Estimates	The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements.
Cash and Cash Equivalents	Cash equivalents consist of funds invested in money market mutual funds, U.S. Treasury Bills and other investments with a maturity of three months or less when purchased. Cash and cash equivalents exclude amounts where availability is restricted by legal requirements, loan agreements or other contractual provisions. Restricted cash and cash equivalents consist substantially of funds restricted for wildlife preservation.
NPC
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Basis of Accounting	The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 2023, and for the three- and six-month periods ended June 30, 2023 and 2022. The Consolidated Statements of Comprehensive Income have been omitted as net income equals comprehensive income for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the three- and six-month periods ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year.
Use of Estimates	The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements.
Cash and Cash Equivalents	Cash equivalents consist of funds invested in money market mutual funds, U.S. Treasury Bills and other investments with a maturity of three months or less when purchased. Cash and cash equivalents exclude amounts where availability is restricted by legal requirements, loan agreements or other contractual provisions. Restricted cash and cash equivalents consist of funds restricted by the Public Utilities Commission of Nevada ("PUCN") for a certain renewable energy contract.
SPPC
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Basis of Accounting	The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 2023, and for the three- and six-month periods ended June 30, 2023 and 2022. The Consolidated Statements of Comprehensive Income have been omitted as net income equals comprehensive income for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the three- and six-month periods ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year.
Use of Estimates	The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements.
Cash and Cash Equivalents	Cash equivalents consist of funds invested in money market mutual funds, U.S. Treasury Bills and other investments with a maturity of three months or less when purchased. Cash and cash equivalents exclude amounts where availability is restricted by legal requirements, loan agreements or other contractual provisions. Restricted cash and cash equivalents consist of funds restricted by the Public Utilities Commission of Nevada ("PUCN") for a certain renewable energy contract
EEGH
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Basis of Accounting	The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 2023 and for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the three- and six-month periods ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year.
Use of Estimates	The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements.
EGTS
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Basis of Accounting	The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the unaudited Consolidated Financial Statements as of June 30, 2023 and for the three- and six-month periods ended June 30, 2023 and 2022. The results of operations for the three- and six-month periods ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year.
Use of Estimates	The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements.

XML

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents (Tables)

6 Months Ended

Jun. 30, 2023

Condensed Cash Flow Statements, Captions [Line Items]

Schedule of Cash and Cash Equivalents

A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	2,229	$	1,591
Investments and restricted cash and cash equivalents	158		173
Investments and restricted cash and cash equivalents and investments	53		53
Total cash and cash equivalents and restricted cash and cash equivalents	$	2,440	$	1,817

PAC

Condensed Cash Flow Statements, Captions [Line Items]

Schedule of Cash and Cash Equivalents

A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	586	$	641
Restricted cash and cash equivalents included in other current assets	9		7
Restricted cash included in other assets	34		26
Total cash and cash equivalents and restricted cash and cash equivalents	$	629	$	674

MEC

Condensed Cash Flow Statements, Captions [Line Items]

Schedule of Cash and Cash Equivalents

A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	454	$	258
Restricted cash and cash equivalents in other current assets	6		10
Total cash and cash equivalents and restricted cash and cash equivalents	$	460	$	268

MidAmerican Funding, LLC

Condensed Cash Flow Statements, Captions [Line Items]

Schedule of Cash and Cash Equivalents

A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	454	$	261
Restricted cash and cash equivalents in other current assets	6		10
Total cash and cash equivalents and restricted cash and cash equivalents	$	460	$	271

NPC

Condensed Cash Flow Statements, Captions [Line Items]

Schedule of Cash and Cash Equivalents

A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	47	$	43
Restricted cash and cash equivalents included in other current assets	15		17
Total cash and cash equivalents and restricted cash and cash equivalents	$	62	$	60

SPPC

Condensed Cash Flow Statements, Captions [Line Items]

Schedule of Cash and Cash Equivalents

A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	37	$	49
Restricted cash and cash equivalents included in other current assets	7		7
Total cash and cash equivalents and restricted cash and cash equivalents	$	44	$	56

EEGH

Condensed Cash Flow Statements, Captions [Line Items]

Schedule of Cash and Cash Equivalents

A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	82	$	65
Restricted cash and cash equivalents included in other current assets	30		30
Total cash and cash equivalents and restricted cash and cash equivalents	$	112	$	95

XML

Property, Plant and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment

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

		As of
	Depreciable	June 30,		December 31,
	Life	2023		2022
Regulated assets:
Utility generation, transmission and distribution systems	5-80 years	$	94,351	$	92,759
Interstate natural gas pipeline assets	3-80 years	18,605		18,328
		112,956		111,087
Accumulated depreciation and amortization		(36,088)		(34,599)
Regulated assets, net		76,868		76,488
Nonregulated assets:
Independent power plants	2-50 years	8,476		8,545
Cove Point LNG facility	40 years	3,417		3,412
Other assets	2-30 years	2,787		2,693
		14,680		14,650
Accumulated depreciation and amortization		(3,617)		(3,452)
Nonregulated assets, net		11,063		11,198
		87,931		87,686
Construction work-in-progress		7,610		5,357
Property, plant and equipment, net		$	95,541	$	93,043

PAC

Property, Plant and Equipment [Line Items]

Public Utility Property, Plant, and Equipment

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

		As of
		June 30,		December 31,
	Depreciable Life	2023		2022
Utility plant:
Generation	15 - 59 years	$	13,766	$	13,726
Transmission	60 - 90 years	8,096		8,051
Distribution	20 - 75 years	8,689		8,477
Intangible plant(1) and other	5 - 75 years	2,783		2,755
Utility plant in-service		33,334		33,009
Accumulated depreciation and amortization		(11,446)		(11,093)
Utility plant in-service, net		21,888		21,916
Nonregulated, net of accumulated depreciation and amortization	14 - 95 years	18		18
		21,906		21,934
Construction work-in-progress		3,582		2,496
Property, plant and equipment, net		$	25,488	$	24,430

(1)Computer software costs included in intangible plant are initially assigned a depreciable life of 5 to 10 years.

MEC

Property, Plant and Equipment [Line Items]

Public Utility Property, Plant, and Equipment

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

		As of
		June 30,		December 31,
	Depreciable Life	2023		2022
Utility plant:
Generation	20-62 years	$	18,360	$	18,582
Transmission	55-80 years	2,730		2,662
Electric distribution	15-80 years	5,072		4,931
Natural gas distribution	30-75 years	2,186		2,144
Utility plant in-service		28,348		28,319
Accumulated depreciation and amortization		(8,351)		(8,024)
Utility plant in-service, net		19,997		20,295
Nonregulated property, net of accumulated depreciation and amortization	20-50 years	6		6
		20,003		20,301
Construction work-in-progress		1,142		790
Property, plant and equipment, net		$	21,145	$	21,091

NPC

Property, Plant and Equipment [Line Items]

Public Utility Property, Plant, and Equipment

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

		As of
	Depreciable Life	June 30,		December 31,
		2023		2022
Utility plant:
Generation	30 - 55 years	$	4,100	$	3,977
Transmission	45 - 70 years	1,581		1,562
Distribution	20 - 65 years	4,299		4,134
General and intangible plant	5 - 65 years	898		871
Utility plant		10,878		10,544
Accumulated depreciation and amortization		(3,731)		(3,624)
Utility plant, net		7,147		6,920
Non-regulated, net of accumulated depreciation and amortization	45 years	1		1
		7,148		6,921
Construction work-in-progress		906		485
Property, plant and equipment, net		$	8,054	$	7,406

SPPC

Property, Plant and Equipment [Line Items]

Public Utility Property, Plant, and Equipment

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

		As of
	Depreciable Life	June 30,		December 31,
		2023		2022
Utility plant:
Electric generation	25 - 70 years	$	1,308	$	1,298
Electric transmission	50 - 76 years	998		993
Electric distribution	20 - 76 years	2,015		1,983
Electric general and intangible plant	5 - 65 years	225		219
Natural gas distribution	35 - 70 years	465		455
Natural gas general and intangible plant	5 - 65 years	16		15
Common general	5 - 65 years	385		380
Utility plant		5,412		5,343
Accumulated depreciation and amortization		(2,058)		(1,992)
		3,354		3,351
Construction work-in-progress		330		236
Property, plant and equipment, net		$	3,684	$	3,587

EEGH

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment

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

		As of
		June 30,		December 31,
	Depreciable Life	2023		2022
Utility plant:
Interstate natural gas transmission and storage assets	21 - 51 years	$	9,132	$	8,922
Intangible plant	5 - 17 years	116		113
Utility plant in-service		9,248		9,035
Accumulated depreciation and amortization		(3,118)		(3,039)
Utility plant in-service, net		6,130		5,996
Nonutility plant:
LNG facility	40 years	4,526		4,522
Intangible plant	14 years	25		25
Nonutility plant		4,551		4,547
Accumulated depreciation and amortization		(605)		(542)
Nonutility plant, net		3,946		4,005
		10,076		10,001
Construction work-in-progress		233		201
Property, plant and equipment, net		$	10,309	$	10,202

EGTS

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment

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

		As of
		June 30,		December 31,
	Depreciable Life	2023		2022
Interstate natural gas transmission and storage assets	28 - 50 years	$	6,890	$	6,724
Intangible plant	12 - 19 years	80		79
Plant in-service		6,970		6,803
Accumulated depreciation and amortization		(2,498)		(2,440)
		4,472		4,363
Construction work-in-progress		183		141
Property, plant and equipment, net		$	4,655	$	4,504

XML

Investments and Restricted Cash and Cash Equivalents and Investments (Tables)

6 Months Ended

Jun. 30, 2023

Restricted Cash and Cash Equivalents Items [Line Items]

Investments and Restricted Cash

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

	As of
	June 30,		December 31,
	2023		2022
Investments:
BYD Company Limited common stock	$	3,129	$	3,763
U.S. Treasury Bills	3,281		1,931
Rabbi trusts	468		433
Other	330		335
Total investments	7,208		6,462
Equity method investments:
BHE Renewables tax equity investments	4,289		4,535
Electric Transmission Texas, LLC	657		623
Iroquois Gas Transmission System, L.P.	596		600
Other	359		304
Total equity method investments	5,901		6,062
Restricted cash and cash equivalents and investments:
Quad Cities Station nuclear decommissioning trust funds	726		664
Other restricted cash and cash equivalents	211		226
Total restricted cash and cash equivalents and investments	937		890
Total investments and restricted cash and cash equivalents and investments	$	14,046	$	13,414
Reflected as:
Other current assets	$	3,484	$	2,141
Noncurrent assets	10,562		11,273
Total investments and restricted cash and cash equivalents and investments	$	14,046	$	13,414

Unrealized Gain (Loss) on Investments

Gains on marketable securities, net recognized during the period consists of the following (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Unrealized gains recognized on marketable securities held at the reporting date	$	268	$	2,527	$	725	$	1,270
Net gains recognized on marketable securities sold during the period	35		1		277		1
Gains on marketable securities, net	$	303	$	2,528	$	1,002	$	1,271

Schedule of Cash and Cash Equivalents

A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	2,229	$	1,591
Investments and restricted cash and cash equivalents	158		173
Investments and restricted cash and cash equivalents and investments	53		53
Total cash and cash equivalents and restricted cash and cash equivalents	$	2,440	$	1,817

EEGH

Restricted Cash and Cash Equivalents Items [Line Items]

Investments and Restricted Cash

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

	As of
	June 30,		December 31,
	2023		2022
Investments:
Investment funds	$	18	$	14
Equity method investments:
Iroquois	260		264
Total investments	278		278
Restricted cash and cash equivalents:
Customer deposits	30		30
Total restricted cash and cash equivalents	30		30
Total investments and restricted cash and cash equivalents	$	308	$	308
Reflected as:
Current assets	$	30	$	30
Noncurrent assets	278		278
Total investments and restricted cash and cash equivalents	$	308	$	308

Schedule of Cash and Cash Equivalents

A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	82	$	65
Restricted cash and cash equivalents included in other current assets	30		30
Total cash and cash equivalents and restricted cash and cash equivalents	$	112	$	95

EGTS

Restricted Cash and Cash Equivalents Items [Line Items]

Investments and Restricted Cash

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

	As of
	June 30,		December 31,
	2023		2022
Investments:
Investment funds	$	18	$	14
Restricted cash and cash equivalents:
Customer deposits	28		29
Total restricted cash and cash equivalents	28		29
Total investments and restricted cash and cash equivalents	$	46	$	43
Reflected as:
Current assets	$	28	$	29
Noncurrent assets	18		14
Total investments and restricted cash and cash equivalents	$	46	$	43

Schedule of Cash and Cash Equivalents

A reconciliation of cash and cash equivalents and restricted cash and cash equivalents as presented on the Consolidated Statements of Cash Flows is outlined below and disaggregated by the line items in which they appear on the Consolidated Balance Sheets (in millions):

	As of
	June 30,		December 31,
	2023		2022
Cash and cash equivalents	$	22	$	16
Restricted cash and cash equivalents	28		29
Total cash and cash equivalents and restricted cash and cash equivalents	$	50	$	45

XML

Income Taxes (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of Effective Income Tax Rate Reconciliation [Line Items]

Schedule of Effective Income Tax Rate Reconciliation

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
Income tax credits	(34)		(13)		(35)		(28)
State income tax, net of federal income tax impacts	—		(1)		(2)		—
Income tax effect of foreign income	(3)		—		2		(1)
Effects of ratemaking	(3)		(1)		(3)		(2)
Equity income	(2)		(1)		(1)		(1)
Noncontrolling interest	(3)		(1)		(3)		(2)
Other, net	—		1		—		—
Effective income tax rate	(24)	%	5	%	(21)	%	(13)	%

PAC

Schedule of Effective Income Tax Rate Reconciliation [Line Items]

Schedule of Effective Income Tax Rate Reconciliation

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
State income tax, net of federal income tax benefit	2		4		4		3
Federal income tax credits	(34)		(25)		36		(21)
Effects of ratemaking(1)	(26)		(13)		22		(11)
Valuation allowance	—		—		7		4
Other	(2)		2		1		1
Effective income tax rate	(39)	%	(11)	%	91	%	(3)	%

(1)Effects of ratemaking is primarily attributable to activity associated with excess deferred income taxes.

MEC

Schedule of Effective Income Tax Rate Reconciliation [Line Items]

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the federal statutory income tax rate to MidAmerican Energy's effective income tax rate applicable to income before income tax expense (benefit) is as follows:

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
Income tax credits	(251)		(973)		(347)		(682)
State income tax, net of federal income tax impacts	(6)		(26)		(10)		(23)
Effects of ratemaking	(4)		(11)		(6)		(9)
Other, net	(2)		—		(1)		2
Effective income tax rate	(242)	%	(989)	%	(343)	%	(691)	%

MidAmerican Funding, LLC

Schedule of Effective Income Tax Rate Reconciliation [Line Items]

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the federal statutory income tax rate to MidAmerican Funding's effective income tax rate applicable to income before income tax expense (benefit) is as follows:

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
Income tax credits	(266)		(1,150)		(335)		(793)
State income tax, net of federal income tax impacts	(8)		(38)		(10)		(29)
Effects of ratemaking	(5)		(12)		(5)		(10)
Other, net	—		4		(1)		3
Effective income tax rate	(258)	%	(1,175)	%	(330)	%	(808)	%

NPC

Schedule of Effective Income Tax Rate Reconciliation [Line Items]

Schedule of Effective Income Tax Rate Reconciliation

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
Effects of ratemaking	(11)		(10)		(10)		(10)
Other	—		1		(1)		1
Effective income tax rate	10	%	12	%	10	%	12	%

SPPC

Schedule of Effective Income Tax Rate Reconciliation [Line Items]

Schedule of Effective Income Tax Rate Reconciliation

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
Effects of ratemaking	(9)		(8)		(9)		(7)
Other	1		—		1		1
Effective income tax rate	13	%	13	%	13	%	15	%

EEGH

Schedule of Effective Income Tax Rate Reconciliation [Line Items]

Schedule of Effective Income Tax Rate Reconciliation

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
State income tax, net of federal income tax benefit	2		3		2		4
Equity interest	1		1		1		1
Effects of ratemaking	—		—		—		(2)
Noncontrolling interest	(11)		(10)		(10)		(10)
Other, net	(1)		—		—		—
Effective income tax rate	12	%	15	%	14	%	14	%

EGTS

Schedule of Effective Income Tax Rate Reconciliation [Line Items]

Schedule of Effective Income Tax Rate Reconciliation

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Federal statutory income tax rate	21	%	21	%	21	%	21	%
State income tax, net of federal income tax benefit	5		7		5		6
Allowance for funds used during construction-equity	(1)		—		—		—
Other, net	—		—		(1)		—
Effective income tax rate	25	%	28	%	25	%	27	%

XML

Employee Benefit Plans (Tables)

6 Months Ended

Jun. 30, 2023

Defined Benefit Plan Disclosure [Line Items]

Schedule of Net Benefit Costs

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Pension:
Service cost	$	5	$	6	$	9	$	13
Interest cost	27		19		55		38
Expected return on plan assets	(31)		(27)		(62)		(54)
Settlement	—		—		(5)		2
Net amortization	3		5		7		9
Net periodic benefit cost	$	4	$	3	$	4	$	8
Other postretirement:
Service cost	$	2	$	4	$	3	$	6
Interest cost	7		5		14		10
Expected return on plan assets	(10)		(7)		(18)		(14)
Net amortization	—		(1)		(1)		(1)
Net periodic benefit (credit) cost	$	(1)	$	1	$	(2)	$	1

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Service cost	$	1	$	3	$	3	$	7
Interest cost	14		9		28		19
Expected return on plan assets	(21)		(23)		(40)		(48)
Net amortization	7		6		13		12
Net periodic benefit cost (credit)	$	1	$	(5)	$	4	$	(10)

PAC

Defined Benefit Plan Disclosure [Line Items]

Schedule of Net Benefit Costs

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Pension:
Interest cost	$	9	$	7	$	19	$	14
Expected return on plan assets	(12)		(11)		(24)		(21)
Net amortization	3		4		6		8
Net periodic benefit cost	$	—	$	—	$	1	$	1
Other postretirement:
Service cost	$	1	$	1	$	1	$	1
Interest cost	2		2		5		4
Expected return on plan assets	(4)		(3)		(7)		(5)
Net amortization	—		—		(1)		—
Net periodic benefit credit	$	(1)	$	—	$	(2)	$	—

MEC

Defined Benefit Plan Disclosure [Line Items]

Schedule of Net Benefit Costs

Net periodic benefit cost (credit) for the plans of MidAmerican Energy and the aforementioned affiliates included the following components (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Pension:
Service cost	$	3	$	4	$	6	$	9
Interest cost	8		5		16		10
Expected return on plan assets	(8)		(7)		(16)		(14)
Settlement	—		—		(5)		2
Net amortization	—		1		—		1
Net periodic benefit cost (credit)	$	3	$	3	$	1	$	8
Other postretirement:
Service cost	$	1	$	2	$	2	$	4
Interest cost	3		2		6		4
Expected return on plan assets	(4)		(3)		(8)		(7)
Net amortization	—		(1)		—		(1)
Net periodic benefit cost (credit)	$	—	$	—	$	—	$	—

NPC

Defined Benefit Plan Disclosure [Line Items]

Schedule of Amounts Recognized in Balance Sheet

Amounts receivable from (payable to) NV Energy are included on the Consolidated Balance Sheets and consist of the following (in millions):

	As of
	June 30,		December 31,
	2023		2022
Qualified Pension Plan:
Other non-current assets	$	26	$	27
Non-Qualified Pension Plans:
Other current liabilities	(1)		(1)
Other long-term liabilities	(6)		(6)
Other Postretirement Plans:
Other non-current assets	7		7

SPPC

Defined Benefit Plan Disclosure [Line Items]

Schedule of Amounts Recognized in Balance Sheet

Amounts receivable from (payable to) NV Energy are included on the Consolidated Balance Sheets and consist of the following (in millions):

	As of
	June 30,		December 31,
	2023		2022
Qualified Pension Plan:
Other non-current assets	$	44	$	43
Non-Qualified Pension Plans:
Other current liabilities	(1)		(1)
Other long-term liabilities	(5)		(5)
Other Postretirement Plans:
Other long-term liabilities	—		(2)

XML

Risk Management and Hedging Activities (Tables)

6 Months Ended

Jun. 30, 2023

Derivative [Line Items]

Schedule of Notional Amounts of Outstanding Derivative Positions

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

	Unit of	June 30,	December 31,
	Measure	2023	2022
Electricity purchases	Megawatt hours	1	1
Natural gas purchases	Decatherms	56	52

PAC

Derivative [Line Items]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

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

	Derivative
	Contracts -				Other		Other
	Current		Other		Current		Long-term
	Assets		Assets		Liabilities		Liabilities		Total
As of June 30, 2023
Not designated as hedging contracts(1):
Commodity assets	$	57	$	—	$	6	$	5	$	68
Commodity liabilities	(6)		—		(36)		(17)		(59)
Total	51		—		(30)		(12)		9
Total derivatives	51		—		(30)		(12)		9
Cash collateral receivable (payable)	—		—		—		—		—
Total derivatives - net basis	$	51	$	—	$	(30)	$	(12)	$	9
As of December 31, 2022
Not designated as hedging contracts(1):
Commodity assets	$	279	$	27	$	9	$	3	$	318
Commodity liabilities	(22)		(7)		(14)		(5)		(48)
Total	257		20		(5)		(2)		270
Total derivatives	257		20		(5)		(2)		270
Cash collateral payable(2)	(73)		(5)		—		—		(78)
Total derivatives - net basis	$	184	$	15	$	(5)	$	(2)	$	192

(1)PacifiCorp's commodity derivatives are generally included in rates. As of June 30, 2023, a regulatory liability of $9 million was recorded related to the net derivative asset of $9 million. As of December 31, 2022, a regulatory liability of $270 million was recorded related to the net derivative asset of $270 million.

(2)As of December 31, 2022, PacifiCorp had an additional $12 million cash collateral payable that was not required to be netted against total derivatives.

Schedule of Regulatory Assets (Liabilities), Net, Unrealized Loss (Gain), Net, on Derivative Contracts

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Beginning balance	$	(109)	$	(195)	$	(270)	$	(53)
Changes in fair value recognized in regulatory (liabilities) assets	102		(49)		92		(217)
Net losses reclassified to operating revenue	(2)		(8)		(8)		(11)
Net gains reclassified to energy costs	—		29		177		58
Ending balance	$	(9)	$	(223)	$	(9)	$	(223)

Schedule of Notional Amounts of Outstanding Derivative Positions

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

	Unit of	June 30,	December 31,
	Measure	2023	2022
Electricity purchases, net	Megawatt hours	2	2
Natural gas purchases	Decatherms	145	127

NPC

Derivative [Line Items]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

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

			Derivative
	Other		Contracts -		Other
	Current		Current		Long-term
	Assets		Liabilities		Liabilities		Total
As of June, 30 2023
Not designated as hedging contracts(1) -
Total derivatives - commodity liabilities	$	—	$	(104)	$	(22)	$	(126)
As of December 31, 2022
Not designated as hedging contracts(1):
Commodity assets	$	23	$	—	$	—	$	23
Commodity liabilities	—		(51)		(24)		(75)
Total derivatives - net basis	$	23	$	(51)	$	(24)	$	(52)

(1)Nevada Power's commodity derivatives not designated as hedging contracts are included in regulated rates. As of June 30, 2023 a regulatory asset of $126 million was recorded related to the net derivative liability of $126 million. As of December 31, 2022 a regulatory asset of $52 million was recorded related to the net derivative liability of $52 million.

Schedule of Notional Amounts of Outstanding Derivative Positions

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

	Unit of	June 30,	December 31,
	Measure	2023	2022
Electricity purchases	Megawatt hours	2	2
Natural gas purchases	Decatherms	127	109

SPPC

Derivative [Line Items]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

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

	Other				Other
	Current		Current		Long-term
	Assets		Liabilities		Liabilities		Total
As of June, 30 2023
Not designated as hedging contracts(1) -
Total derivatives - commodity liabilities	$	—	$	(31)	$	(5)	$	(36)
As of December 31, 2022
Not designated as hedging contracts(1):
Commodity assets	$	8	$	—	$	—	$	8
Commodity liabilities	—		(14)		(7)		(21)
Total derivatives - net basis	$	8	$	(14)	$	(7)	$	(13)

(1)Sierra Pacific's commodity derivatives not designated as hedging contracts are included in regulated rates. As of June 30, 2023 a net regulatory asset of $36 million was recorded related to the net derivative liability of $36 million. As of December 31, 2022 a net regulatory asset of $13 million was recorded related to the net derivative liability of $13 million.

XML

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Assets and Liabilities Measured on Recurring Basis

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

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Other(1)		Total
As of June 30, 2023:
Assets:
Commodity derivatives	$	3	$	195	$	13	$	(58)	$	153
Interest rate derivatives	53		57		12		—		122
Mortgage loans held for sale	—		834		—		—		834
Money market mutual funds	1,539		—		—		—		1,539
Debt securities:
U.S. government obligations	3,902		—		—		—		3,902
International government obligations	—		1		—		—		1
Corporate obligations	—		72		—		—		72
Municipal obligations	—		3		—		—		3
Agency, asset and mortgage-backed obligations	—		1		—		—		1
Equity securities:
U.S. companies	405		—		—		—		405
International companies	3,138		—		—		—		3,138
Investment funds	287		—		—		—		287
	$	9,327	$	1,163	$	25	$	(58)	$	10,457
Liabilities:
Commodity derivatives	$	(6)	$	(98)	$	(187)	$	62	$	(229)
Foreign currency exchange rate derivatives	—		(11)		—		—		(11)
Interest rate derivatives	—		(1)		(1)		—		(2)
	$	(6)	$	(110)	$	(188)	$	62	$	(242)

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Other(1)		Total
As of December 31, 2022:
Assets:
Commodity derivatives	$	6	$	614	$	51	$	(194)	$	477
Interest rate derivatives	50		54		8		—		112
Mortgage loans held for sale	—		474		—		—		474
Money market mutual funds	1,178		—		—		—		1,178
Debt securities:
U.S. government obligations	2,146		—		—		—		2,146
International government obligations	—		1		—		—		1
Corporate obligations	—		70		—		—		70
Municipal obligations	—		3		—		—		3
Agency, asset and mortgage-backed obligations	—		1		—		—		1
Equity securities:
U.S. companies	360		—		—		—		360
International companies	3,771		—		—		—		3,771
Investment funds	231		—		—		—		231
	$	7,742	$	1,217	$	59	$	(194)	$	8,824
Liabilities:
Commodity derivatives	$	(8)	$	(206)	$	(110)	$	106	$	(218)
Foreign currency exchange rate derivatives	—		(21)		—		—		(21)
Interest rate derivatives	—		(2)		(2)		1		(3)
	$	(8)	$	(229)	$	(112)	$	107	$	(242)

(1)Represents netting under master netting arrangements and a net cash collateral receivable of $4 million as of June 30, 2023 and payable of $87 million as of December 31, 2022.

Reconciliation of Fair Value Assets and Liabilities

The following table reconciles the beginning and ending balances of the Company's financial assets and liabilities measured at fair value on a recurring basis using significant Level 3 inputs (in millions). Transfers out of Level 3 occur primarily due to increased price observability.

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
			Interest				Interest
	Commodity		Rate		Commodity		Rate
	Derivatives		Derivatives		Derivatives		Derivatives
2023:
Beginning balance	$	(150)	$	15	$	(59)	$	6
Changes included in earnings(1)	1		(4)		10		5
Changes in fair value recognized in OCI	—		—		(3)		—
Changes in fair value recognized in net regulatory assets	(85)		—		(183)		—
Settlements	60		—		61		—
Ending balance	$	(174)	$	11	$	(174)	$	11

2022:
Beginning balance	$	(239)	$	13	$	(151)	$	19
Changes included in earnings(1)	(26)		8		(82)		2
Changes in fair value recognized in OCI	5		—		10		—
Changes in fair value recognized in net regulatory assets	1		—		(59)		—
Purchases	1		—		1		—
Settlements	11		—		34		—
Transfers out of Level 3 into Level 2	69		—		69		—
Ending balance	$	(178)	$	21	$	(178)	$	21

(1)Changes included in earnings for interest rate derivatives are reported net of amounts related to the satisfaction of the associated loan commitment.

Fair Value, by Balance Sheet Grouping

The following table presents the carrying value and estimated fair value of the Company's long-term debt (in millions):

	As of June 30, 2023				As of December 31, 2022
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term debt	$	51,622	$	46,124	$	51,635	$	46,906

PAC

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Assets and Liabilities Measured on Recurring Basis

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

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Other(1)		Total
As of June 30, 2023:
Assets:
Commodity derivatives	$	—	$	68	$	—	$	(17)	$	51
Money market mutual funds	598		—		—		—		598
Investment funds	29		—		—		—		29
	$	627	$	68	$	—	$	(17)	$	678
Liabilities - Commodity derivatives	$	—	$	(59)	$	—	$	17	$	(42)
As of December 31, 2022:
Assets:
Commodity derivatives	$	—	$	318	$	—	$	(119)	$	199
Money market mutual funds	649		—		—		—		649
Investment funds	23		—		—		—		23
	$	672	$	318	$	—	$	(119)	$	871
Liabilities - Commodity derivatives	$	—	$	(48)	$	—	$	41	$	(7)

(1)Represents netting under master netting arrangements and a net cash collateral of $— million and a net cash collateral payable of $78 million as of June 30, 2023 and December 31, 2022, respectively. As of December 31, 2022, PacifiCorp had an additional $12 million cash collateral payable that was not required to be netted against total derivatives.

Fair Value, by Balance Sheet Grouping

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

	As of June 30, 2023				As of December 31, 2022
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term debt	$	10,549	$	9,406	$	9,666	$	9,045

MEC

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Assets and Liabilities Measured on Recurring Basis

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

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Other(1)		Total
As of June 30, 2023:
Assets:
Commodity derivatives	$	2	$	13	$	2	$	(8)	$	9
Money market mutual funds	460		—		—		—		460
Debt securities:
U.S. government obligations	233		—		—		—		233
International government obligations	—		1		—		—		1
Corporate obligations	—		72		—		—		72
Municipal obligations	—		3		—		—		3
Agency, asset and mortgage-backed obligations	—		1		—		—		1
Equity securities:
U.S. companies	405		—		—		—		405
International companies	9		—		—		—		9
Investment funds	22		—		—		—		22
	$	1,131	$	90	$	2	$	(8)	$	1,215
Liabilities - commodity derivatives	$	—	$	(20)	$	(16)	$	18	$	(18)

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Other(1)		Total
As of December 31, 2022:
Assets:
Commodity derivatives	$	1	$	37	$	6	$	(10)	$	34
Money market mutual funds	225		—		—		—		225
Debt securities:
U.S. government obligations	215		—		—		—		215
International government obligations	—		1		—		—		1
Corporate obligations	—		70		—		—		70
Municipal obligations	—		3		—		—		3
Agency, asset and mortgage-backed obligations	—		1		—		—		1
Equity securities:
U.S. companies	360		—		—		—		360
International companies	8		—		—		—		8
Investment funds	16		—		—		—		16
	$	825	$	112	$	6	$	(10)	$	933
Liabilities - commodity derivatives	$	—	$	(12)	$	(1)	$	10	$	(3)

(1)Represents netting under master netting arrangements and a net cash collateral receivable of $10 million and $— million as of June 30, 2023 and December 31, 2022, respectively.

Fair Value of Derivative Asset (Liability) Reconciliation

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Beginning balance	$	(5)	$	4	$	5	$	(5)
Changes in fair value recognized in net regulatory assets	(14)		31		(27)		44
Settlements	5		(9)		8		(13)
Ending balance	$	(14)	$	26	$	(14)	$	26

Fair Value, by Balance Sheet Grouping

The following table presents the carrying value and estimated fair value of MidAmerican Energy's long-term debt (in millions):

	As of June 30, 2023				As of December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt	$	7,668	$	6,810	$	7,729	$	6,964

MidAmerican Funding, LLC

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, by Balance Sheet Grouping

The following table presents the carrying value and estimated fair value of MidAmerican Funding's long-term debt (in millions):

	As of June 30, 2023				As of December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt	$	7,908	$	7,065	$	7,969	$	7,219

NPC

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Assets and Liabilities Measured on Recurring Basis

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

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Total
As of June 30, 2023:
Assets:
Money market mutual funds	$	48	—		—		$	48
Investment funds	3		—		—		3
	$	51	$	—	$	—	$	51
Liabilities - commodity derivatives	$	—	$	—	$	(126)	$	(126)
As of December 31, 2022:
Assets:
Commodity derivatives	$	—	$	—	$	23	$	23
Money market mutual funds	34		—		—		34
Investment funds	3		—		—		3
	$	37	$	—	$	23	$	60
Liabilities - commodity derivatives	$	—	$	—	$	(75)	$	(75)

Fair Value of Derivative Asset (Liability) Reconciliation

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Beginning balance	$	(116)	$	(168)	$	(52)	$	(113)
Changes in fair value recognized in regulatory assets	(54)		(21)		(119)		(77)
Settlements	44		14		45		15
Ending balance	$	(126)	$	(175)	$	(126)	$	(175)

Fair Value, by Balance Sheet Grouping

The following table presents the carrying value and estimated fair value of Nevada Power's long‑term debt (in millions):

	As of June 30, 2023				As of December 31, 2022
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term debt	$	3,196	$	3,086	$	3,195	$	3,114

SPPC

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Assets and Liabilities Measured on Recurring Basis

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

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Total
As of June 30, 2023:
Assets:
Money market mutual funds	$	36	—		—		$	36
Investment funds	1		—		—		1
	$	37	$	—	$	—	$	37
Liabilities - commodity derivatives	$	—	$	—	$	(36)	$	(36)
As of December 31, 2022:
Assets:
Commodity derivatives	$	—	$	—	$	8	$	8
Money market mutual funds	49		—		—		49
Investment funds	1		—		—		1
	$	50	$	—	$	8	$	58
Liabilities - commodity derivatives	$	—	$	—	$	(21)	$	(21)

Reconciliation of Fair Value Assets and Liabilities

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

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Beginning balance	$	(33)	$	(52)	$	(13)	$	(33)
Changes in fair value recognized in regulatory assets	(17)		(7)		(37)		(26)
Settlements	14		5		14		5
Ending balance	$	(36)	$	(54)	$	(36)	$	(54)

Fair Value, by Balance Sheet Grouping

The following table presents the carrying value and estimated fair value of Sierra Pacific's long-term debt (in millions):

	As of June 30, 2023				As of December 31, 2022
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term debt	$	1,149	$	1,108	$	1,148	$	1,111

EEGH

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Assets and Liabilities Measured on Recurring Basis

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

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Total
As of June 30, 2023:
Assets:
Money market mutual funds	$	95	$	—	$	—	$	95
Equity securities:
Investment funds	18		—		—		18
	$	113	$	—	$	—	$	113
Liabilities:
Commodity derivatives	$	—	$	(1)	$	—	$	(1)
Foreign currency exchange rate derivatives	—		(11)		—		(11)
	$	—	$	(12)	$	—	$	(12)
As of December 31, 2022:
Assets:
Commodity derivatives	$	—	$	1	$	—	$	1
Money market mutual funds	42		—		—		42
Equity securities:
Investment funds	14		—		—		14
	$	56	$	1	$	—	$	57
Liabilities:
Foreign currency exchange rate derivatives	$	—	$	(20)	$	—	$	(20)
	$	—	$	(20)	$	—	$	(20)

Fair Value, by Balance Sheet Grouping

The following table presents the carrying value and estimated fair value of Eastern Energy Gas' long-term debt (in millions):

	As of June 30, 2023				As of December 31, 2022
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Long-term debt	$	3,648	$	3,295	$	3,892	$	3,510

EGTS

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Assets and Liabilities Measured on Recurring Basis

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

	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Total
As of June 30, 2023:
Assets:
Money market mutual funds	$	29	$	—	$	—	$	29
Equity securities:
Investment funds	18		—		—		18
	$	47	$	—	$	—	$	47
Liabilities:
Commodity derivatives	$	—	$	(1)	$	—	$	(1)
	$	—	$	(1)	$	—	$	(1)
As of December 31, 2022:
Assets:
Commodity derivatives	$	—	$	1	$	—	$	1
Money market mutual funds	8		—		—		8
Equity securities:
Investment funds	14		—		—		14
	$	22	$	1	$	—	$	23

Fair Value, by Balance Sheet Grouping

The following table presents the carrying value and estimated fair value of EGTS' long-term debt (in millions):

	As of June 30, 2023				As of December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt	$	1,583	$	1,354	$	1,582	$	1,337

XML

Commitment and Contingencies (Tables)

6 Months Ended

Jun. 30, 2023

Loss Contingencies [Line Items]

Schedule of Loss Contingencies by Contingency

The following table presents changes in PacifiCorp's liability for estimated losses associated with the 2020 Wildfires (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Beginning balance	$	824	$	252	$	424	$	252
Accrued losses	141		225		541		225
Payments	(17)		—		(17)		—
Ending balance	$	948	$	477	$	948	$	477

PAC

Loss Contingencies [Line Items]

Schedule of Loss Contingencies by Contingency

The following table presents changes in PacifiCorp's liability for estimated losses associated with the 2020 Wildfires (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Beginning balance	$	824	$	252	$	424	$	252
Accrued losses	141		225		541		225
Payments	(17)		—		(17)		—
Ending balance	$	948	$	477	$	948	$	477

XML

Revenue from Contracts with Customers (Tables)

6 Months Ended

Jun. 30, 2023

Disaggregation of Revenue [Line Items]

Disaggregation of Revenue

The following table summarizes the Company's energy products and services revenue from contracts with customers ("Customer Revenue") by regulated and nonregulated, with further disaggregation of regulated by line of business, including a reconciliation to the Company's reportable segment information included in Note 14 (in millions):

	For the Three-Month Period Ended June 30, 2023
	PacifiCorp		MidAmerican Funding		NV Energy		Northern Powergrid		BHE Pipeline Group		BHE Transmission		BHE Renewables		BHE and Other(1)		Total
Customer Revenue:
Regulated:
Retail electric	$	1,232	$	569	$	1,043	$	—	$	—	$	—	$	—	$	—	$	2,844
Retail gas	—		90		43		—		—		—		—		—		133
Wholesale	26		52		9		—		—		—		—		2		89
Transmission and    distribution	34		13		19		244		—		166		—		—		476
Interstate pipeline	—		—		—		—		542		—		—		(27)		515
Other	24		—		—		—		(1)		—		—		—		23
Total Regulated	1,316		724		1,114		244		541		166		—		(25)		4,080
Nonregulated	—		1		—		33		270		30		376		1		711
Total Customer Revenue	1,316		725		1,114		277		811		196		376		(24)		4,791
Other revenue	11		34		5		29		7		(4)		61		(1)		142
Total	$	1,327	$	759	$	1,119	$	306	$	818	$	192	$	437	$	(25)	$	4,933

	For the Six-Month Period Ended June 30, 2023
	PacifiCorp		MidAmerican Funding		NV Energy		Northern Powergrid		BHE Pipeline Group		BHE Transmission		BHE Renewables		BHE and Other(1)		Total
Customer Revenue:
Regulated:
Retail electric	$	2,581	$	1,060	$	1,891	$	—	$	—	$	—	$	—	$	—	$	5,532
Retail gas	—		386		139		—		—		—		—		—		525
Wholesale	87		152		40		—		—		—		—		1		280
Transmission and    distribution	72		27		37		525		—		331		—		—		992
Interstate pipeline	—		—		—		—		1,420		—		—		(83)		1,337
Other	56		—		—		—		1		—		—		—		57
Total Regulated	2,796		1,625		2,107		525		1,421		331		—		(82)		8,723
Nonregulated	—		4		1		78		536		70		681		1		1,371
Total Customer Revenue	2,796		1,629		2,108		603		1,957		401		681		(81)		10,094
Other revenue	15		50		10		57		34		(4)		149		(1)		310
Total	$	2,811	$	1,679	$	2,118	$	660	$	1,991	$	397	$	830	$	(82)	$	10,404

	For the Three-Month Period Ended June 30, 2022
	PacifiCorp		MidAmerican Funding		NV Energy		Northern Powergrid		BHE Pipeline Group		BHE Transmission		BHE Renewables		BHE and Other(1)		Total
Customer Revenue:
Regulated:
Retail electric	$	1,167	$	594	$	831	$	—	$	—	$	—	$	—	$	(1)	$	2,591
Retail gas	—		136		28		—		—		—		—		—		164
Wholesale	55		119		15		—		—		—		—		(2)		187
Transmission and    distribution	45		13		18		274		—		172		—		—		522
Interstate pipeline	—		—		—		—		524		—		—		(27)		497
Other	28		—		—		—		—		—		—		—		28
Total Regulated	1,295		862		892		274		524		172		—		(30)		3,989
Nonregulated	—		—		1		42		285		15		414		(1)		756
Total Customer Revenue	1,295		862		893		316		809		187		414		(31)		4,745
Other revenue	19		35		6		29		47		(4)		32		31		195
Total	$	1,314	$	897	$	899	$	345	$	856	$	183	$	446	$	—	$	4,940

	For the Six-Month Period Ended June 30, 2022
	PacifiCorp		MidAmerican Funding		NV Energy		Northern Powergrid		BHE Pipeline Group		BHE Transmission		BHE Renewables		BHE and Other(1)		Total
Customer Revenue:
Regulated:
Retail electric	$	2,352	$	1,066	$	1,430	$	—	$	—	$	—	$	—	$	(1)	$	4,847
Retail gas	—		473		79		—		—		—		—		—		552
Wholesale	110		280		35		—		—		—		—		(2)		423
Transmission and    distribution	77		28		35		543		—		348		—		—		1,031
Interstate pipeline	—		—		—		—		1,269		—		—		(68)		1,201
Other	48		—		1		—		1		—		—		—		50
Total Regulated	2,587		1,847		1,580		543		1,270		348		—		(71)		8,104
Nonregulated	—		2		1		57		563		22		716		(1)		1,360
Total Customer Revenue	2,587		1,849		1,581		600		1,833		370		716		(72)		9,464
Other revenue	24		53		11		60		58		(4)		98		(1)		299
Total	$	2,611	$	1,902	$	1,592	$	660	$	1,891	$	366	$	814	$	(73)	$	9,763

(1)The BHE and Other reportable segment represents amounts related principally to other corporate entities, corporate functions and intersegment eliminations.

Real Estate Services

The following table summarizes the Company's real estate services Customer Revenue by line of business (in millions):

	HomeServices
	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Customer Revenue:
Brokerage	$	1,202	$	1,544	$	2,001	$	2,636
Franchise	15		17		27		37
Total Customer Revenue	1,217		1,561		2,028		2,673
Mortgage and other revenue	79		111		143		206
Total	$	1,296	$	1,672	$	2,171	$	2,879

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue by country:
U.S.	$	5,749	$	6,087	$	11,564	$	11,621
United Kingdom	295		345		628		660
Canada	173		180		350		361
Australia	12		—		33		—
Total operating revenue by country	$	6,229	$	6,612	$	12,575	$	12,642

Income (loss) before income tax expense (benefit) and equity income (loss) by country:
U.S.	$	914	$	3,117	$	1,733	$	2,463
United Kingdom	93		87		206		226
Canada	44		46		87		92
Australia	(3)		1		2		1
Other	1		(2)		—		(3)
Total income (loss) before income tax expense (benefit) and equity income (loss) by country	$	1,049	$	3,249	$	2,028	$	2,779

Summary of Remaining Performance Obligations

The following table summarizes the Company's revenue it expects to recognize in future periods related to significant unsatisfied remaining performance obligations for fixed contracts with expected durations in excess of one year as of June 30, 2023, by reportable segment (in millions):

	Performance obligations expected to be satisfied:
	Less than 12 months		More than 12 months		Total
BHE Pipeline Group	$	3,007	$	20,764	$	23,771
BHE Transmission	328		—		328
Total	$	3,335	$	20,764	$	24,099

PAC

Disaggregation of Revenue [Line Items]

Disaggregation of Revenue

The following table summarizes PacifiCorp's revenue from contracts with customers ("Customer Revenue") by line of business, with further disaggregation of retail by customer class (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Customer Revenue:
Retail:
Residential	$	450	$	417	$	1,035	$	922
Commercial	429		393		859		763
Industrial	270		277		560		550
Other retail	83		80		127		117
Total retail	1,232		1,167		2,581		2,352
Wholesale	26		55		87		110
Transmission	34		45		72		77
Other Customer Revenue	24		28		56		48
Total Customer Revenue	1,316		1,295		2,796		2,587
Other revenue	11		19		15		24
Total operating revenue	$	1,327	$	1,314	$	2,811	$	2,611

MEC

Disaggregation of Revenue [Line Items]

Disaggregation of Revenue

The following table summarizes MidAmerican Energy's revenue from contracts with customers ("Customer Revenue") by line of business, with further disaggregation of retail by customer class, including a reconciliation to MidAmerican Energy's reportable segment information included in Note 12 (in millions):

	For the Three-Month Period Ended June 30, 2023								For the Six-Month Period Ended June 30, 2023
	Electric		Natural Gas		Other		Total		Electric		Natural Gas		Other		Total
Customer Revenue:
Retail:
Residential	$	173	$	58	$	—	$	231	$	340	$	257	$	—	$	597
Commercial	86		17		—		103		161		95		—		256
Industrial	272		4		—		276		486		11		—		497
Natural gas transportation services	—		10		—		10		—		23		—		23
Other retail	38		1		—		39		73		—		—		73
Total retail	569		90		—		659		1,060		386		—		1,446
Wholesale	45		7		—		52		116		36		—		152
Multi-value transmission projects	13		—		—		13		27		—		—		27
Other Customer Revenue	—		—		1		1		—		—		4		4
Total Customer Revenue	627		97		1		725		1,203		422		4		1,629
Other revenue	34		—		—		34		49		1		—		50
Total operating revenue	$	661	$	97	$	1	$	759	$	1,252	$	423	$	4	$	1,679

	For the Three-Month Period Ended June 30, 2022								For the Six-Month Period Ended June 30, 2022
	Electric		Natural Gas		Other		Total		Electric		Natural Gas		Other		Total
Customer Revenue:
Retail:
Residential	$	185	$	87	$	—	$	272	$	353	$	312	$	—	$	665
Commercial	91		31		—		122		165		119		—		284
Industrial	277		9		—		286		475		18		—		493
Natural gas transportation services	—		9		—		9		—		23		—		23
Other retail	41		—		—		41		73		1		—		74
Total retail	594		136		—		730		1,066		473		—		1,539
Wholesale	84		34		—		118		188		92		—		280
Multi-value transmission projects	13		—		—		13		28		—		—		28
Other Customer Revenue	—		—		1		1		—		—		2		2
Total Customer Revenue	691		170		1		862		1,282		565		2		1,849
Other revenue	34		1		—		35		51		2		—		53
Total operating revenue	$	725	$	171	$	1	$	897	$	1,333	$	567	$	2	$	1,902

NPC

Disaggregation of Revenue [Line Items]

Disaggregation of Revenue

The following table summarizes Nevada Power's revenue from contracts with customers ("Customer Revenue") by line of business, with further disaggregation of retail by customer class (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Customer Revenue:
Retail:
Residential	$	404	$	353	$	697	$	566
Commercial	177		131		313		226
Industrial	173		124		311		203
Other	4		3		10		4
Total fully bundled	758		611		1,331		999
Distribution only service	4		5		7		10
Total retail	762		616		1,338		1,009
Wholesale, transmission and other	15		18		33		34
Total Customer Revenue	777		634		1,371		1,043
Other revenue	4		5		9		11
Total operating revenue	$	781	$	639	$	1,380	$	1,054

SPPC

Disaggregation of Revenue [Line Items]

Disaggregation of Revenue

The following table summarizes Sierra Pacific's revenue from contracts with customers ("Customer Revenue") by line of business, with further disaggregation of retail by customer class, including a reconciliation to Sierra Pacific's reportable segment information included in Note 11 (in millions):

	Three-Month Periods
	Ended June 30,
	2023						2022
	Electric		Natural Gas		Total		Electric		Natural Gas		Total
Customer Revenue:
Retail:
Residential	$	95	$	25	$	120	$	79	$	19	$	98
Commercial	102		12		114		82		6		88
Industrial	82		6		88		53		3		56
Other	1		—		1		1		—		1
Total fully bundled	280		43		323		215		28		243
Distribution only service	1		—		1		1		—		1
Total retail	281		43		324		216		28		244
Wholesale, transmission and other	12		—		12		14		—		14
Total Customer Revenue	293		43		336		230		28		258
Other revenue	—		1		1		—		—		—
Total operating revenue	$	293	$	44	$	337	$	230	$	28	$	258

	Six-Month Periods
	Ended June 30,
	2023						2022
	Electric		Natural Gas		Total		Electric		Natural Gas		Total
Customer Revenue:
Retail:
Residential	$	210	$	85	$	295	$	162	$	51	$	213
Commercial	193		39		232		151		21		172
Industrial	145		15		160		102		7		109
Other	3		—		3		3		—		3
Total fully bundled	551		139		690		418		79		497
Distribution only service	2		—		2		3		—		3
Total retail	553		139		692		421		79		500
Wholesale, transmission and other	44		—		44		35		—		35
Total Customer Revenue	597		139		736		456		79		535
Other revenue	—		1		1		1		1		2
Total operating revenue	$	597	$	140	$	737	$	457	$	80	$	537

EEGH

Disaggregation of Revenue [Line Items]

Disaggregation of Revenue

The following table summarizes Eastern Energy Gas' revenue from contracts with customers ("Customer Revenue") by regulated and nonregulated, with further disaggregation of regulated by line of business (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Customer Revenue:
Regulated:
Gas transmission and storage	$	294	$	286	$	626	$	571
Other	(1)		—		1		—
Total regulated	293		286		627		571
Nonregulated	226		216		443		419
Total Customer Revenue	519		502		1,070		990
Other revenue(1)	2		2		4		(4)
Total operating revenue	$	521	$	504	$	1,074	$	986

(1)Other revenue consists primarily of revenue recognized in accordance with Accounting Standards Codification 815, "Derivative and Hedging" and includes unrealized gains and losses for derivatives not designated as hedges related to natural gas sales contracts.

Summary of Remaining Performance Obligations

The following table summarizes Eastern Energy Gas' revenue it expects to recognize in future periods related to significant unsatisfied remaining performance obligations for fixed contracts with expected durations in excess of one year as of June 30, 2023 (in millions):

	Performance obligations expected to be satisfied
	Less than 12 months		More than 12 months		Total
Eastern Energy Gas	$	1,662	$	15,132	$	16,794

EGTS

Disaggregation of Revenue [Line Items]

Disaggregation of Revenue

The following table summarizes EGTS' revenue from contracts with customers ("Customer Revenue") by regulated and other, with further disaggregation of regulated by line of business (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Customer Revenue:
Regulated:
Gas transmission	$	151	$	145	$	342	$	310
Gas storage	70		69		137		116
Other	(2)		—		—		—
Total regulated	219		214		479		426
Management service and other revenues	15		19		32		37
Total Customer Revenue	234		233		511		463
Other revenue(1)	2		1		3		(6)
Total operating revenue	$	236	$	234	$	514	$	457

(1)Other revenue consists primarily of revenue recognized in accordance with Accounting Standards Codification 815, "Derivative and Hedging" and includes unrealized gains and losses for derivatives not designated as hedges related to natural gas sales contracts.

Summary of Remaining Performance Obligations

The following table summarizes EGTS' revenue it expects to recognize in future periods related to significant unsatisfied remaining performance obligations for fixed contracts with expected durations in excess of one year as of June 30, 2023 (in millions):

	Performance obligations expected to be satisfied
	Less than 12 months		More than 12 months		Total
EGTS	$	757	$	3,339	$	4,096

XML

Components of Accumulated Other Comprehensive Loss, Net (Tables)

6 Months Ended

Jun. 30, 2023

Accumulated Other Comprehensive Income (Loss) [Line Items]

Schedule of Other Comprehensive Income (Loss), Net

The following table shows the change in accumulated other comprehensive loss by each component of other comprehensive income (loss), net of applicable income tax (in millions):

	Unrecognized		Foreign		Unrealized				AOCI
	Amounts on		Currency		Gains				Attributable
	Retirement		Translation		on Cash		Noncontrolling		To BHE
	Benefits		Adjustment		Flow Hedges		Interests		Shareholders, Net
Balance, December 31, 2021	$	(318)	$	(1,086)	$	59	$	5	$	(1,340)
Other comprehensive income (loss)	40		(591)		103		—		(448)
Balance, June 30, 2022	$	(278)	$	(1,677)	$	162	$	5	$	(1,788)
Balance, December 31, 2022	$	(390)	$	(1,896)	$	135	$	2	$	(2,149)
Other comprehensive (loss) income	(11)		331		(16)		—		304
Balance, June 30, 2023	$	(401)	$	(1,565)	$	119	$	2	$	(1,845)

EEGH

Accumulated Other Comprehensive Income (Loss) [Line Items]

Schedule of Other Comprehensive Income (Loss), Net

The following table shows the change in accumulated other comprehensive loss by each component of other comprehensive income (loss), net of applicable income tax (in millions):

	Unrecognized						Accumulated
	Amounts On		Unrealized				Other
	Retirement		Losses on Cash		Noncontrolling		Comprehensive
	Benefits		Flow Hedges		Interests		Loss, Net
Balance, December 31, 2021	$	(6)	$	(42)	$	5	$	(43)
Other comprehensive income	1		3		—		4
Balance, June 30, 2022	$	(5)	$	(39)	$	5	$	(39)
Balance, December 31, 2022	$	(1)	$	(43)	$	2	$	(42)
Other comprehensive (loss) income	(1)		5		—		4
Balance, June 30, 2023	$	(2)	$	(38)	$	2	$	(38)

XML

Segment Information (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting Information [Line Items]

Schedule of Segment Reporting Information by Segment

The Company's reportable segments with foreign operations include Northern Powergrid, whose business is principally in the United Kingdom, and BHE Transmission, whose business includes operations in Canada. Intersegment eliminations and adjustments, including the allocation of goodwill, have been made. Effective January 1, 2023, the Company's unregulated retail energy services business was transferred to a subsidiary of BHE Renewables. Prior period amounts, which were previously reported in BHE and Other, have been changed to reflect this activity in BHE Renewables. Information related to the Company's reportable segments is shown below (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue:
PacifiCorp	$	1,327	$	1,314	$	2,811	$	2,611
MidAmerican Funding	759		897		1,679		1,902
NV Energy	1,119		899		2,118		1,592
Northern Powergrid	307		345		661		660
BHE Pipeline Group	818		856		1,991		1,891
BHE Transmission	192		183		397		366
BHE Renewables	437		478		830		814
HomeServices	1,296		1,672		2,171		2,879
BHE and Other(1)	(26)		(32)		(83)		(73)
Total operating revenue	$	6,229	$	6,612	$	12,575	$	12,642

Depreciation and amortization:
PacifiCorp	$	279	$	279	$	558	$	559
MidAmerican Funding	226		277		460		527
NV Energy	153		139		305		279
Northern Powergrid	85		100		170		180
BHE Pipeline Group	95		125		267		256
BHE Transmission	65		60		126		118
BHE Renewables	67		65		133		131
HomeServices	12		14		25		29
BHE and Other(1)	—		—		1		2
Total depreciation and amortization	$	982	$	1,059	$	2,045	$	2,081

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating income:
PacifiCorp	$	131	$	158	$	(36)	$	374
MidAmerican Funding	118		90		206		190
NV Energy	117		140		174		202
Northern Powergrid	121		110		267		269
BHE Pipeline Group	368		352		952		890
BHE Transmission	76		84		164		167
BHE Renewables	89		155		20		209
HomeServices	46		117		1		145
BHE and Other(1)	(20)		1		(35)		(3)
Total operating income	1,046		1,207		1,713		2,443
Interest expense	(599)		(550)		(1,185)		(1,082)
Capitalized interest	33		18		57		35
Allowance for equity funds	61		42		110		80
Interest and dividend income	127		30		213		53
Gains on marketable securities, net	303		2,528		1,002		1,271
Other, net	78		(26)		118		(21)
Total income (loss) before income tax expense (benefit) and equity income (loss)	$	1,049	$	3,249	$	2,028	$	2,779

Interest expense:
PacifiCorp	$	134	$	107	$	258	$	213
MidAmerican Funding	85		83		169		165
NV Energy	64		52		127		103
Northern Powergrid	30		34		60		66
BHE Pipeline Group	39		36		78		73
BHE Transmission	38		38		75		76
BHE Renewables	43		45		88		87
HomeServices	4		2		8		3
BHE and Other(1)	162		153		322		296
Total interest expense	$	599	$	550	$	1,185	$	1,082

Earnings on common shares:
PacifiCorp	$	107	$	83	$	(13)	$	213
MidAmerican Funding	233		204		482		445
NV Energy	90		93		124		122
Northern Powergrid	96		71		107		182
BHE Pipeline Group	187		199		556		521
BHE Transmission	58		62		122		124
BHE Renewables	206		264		285		409
HomeServices	34		84		—		105
BHE and Other(1)	55		1,824		384		618
Total earnings on common shares	$	1,066	$	2,884	$	2,047	$	2,739

	As of
	June 30,		December 31,
	2023		2022
Assets:
PacifiCorp	$	31,700	$	30,559
MidAmerican Funding	26,241		26,077
NV Energy	17,495		16,676
Northern Powergrid	9,531		9,005
BHE Pipeline Group	20,937		21,005
BHE Transmission	9,599		9,334
BHE Renewables	11,295		12,632
HomeServices	3,795		3,436
BHE and Other(1)	7,158		5,116
Total assets	$	137,751	$	133,840

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

Disaggregation of Revenue

The following table summarizes the Company's energy products and services revenue from contracts with customers ("Customer Revenue") by regulated and nonregulated, with further disaggregation of regulated by line of business, including a reconciliation to the Company's reportable segment information included in Note 14 (in millions):

	For the Three-Month Period Ended June 30, 2023
	PacifiCorp		MidAmerican Funding		NV Energy		Northern Powergrid		BHE Pipeline Group		BHE Transmission		BHE Renewables		BHE and Other(1)		Total
Customer Revenue:
Regulated:
Retail electric	$	1,232	$	569	$	1,043	$	—	$	—	$	—	$	—	$	—	$	2,844
Retail gas	—		90		43		—		—		—		—		—		133
Wholesale	26		52		9		—		—		—		—		2		89
Transmission and    distribution	34		13		19		244		—		166		—		—		476
Interstate pipeline	—		—		—		—		542		—		—		(27)		515
Other	24		—		—		—		(1)		—		—		—		23
Total Regulated	1,316		724		1,114		244		541		166		—		(25)		4,080
Nonregulated	—		1		—		33		270		30		376		1		711
Total Customer Revenue	1,316		725		1,114		277		811		196		376		(24)		4,791
Other revenue	11		34		5		29		7		(4)		61		(1)		142
Total	$	1,327	$	759	$	1,119	$	306	$	818	$	192	$	437	$	(25)	$	4,933

	For the Six-Month Period Ended June 30, 2023
	PacifiCorp		MidAmerican Funding		NV Energy		Northern Powergrid		BHE Pipeline Group		BHE Transmission		BHE Renewables		BHE and Other(1)		Total
Customer Revenue:
Regulated:
Retail electric	$	2,581	$	1,060	$	1,891	$	—	$	—	$	—	$	—	$	—	$	5,532
Retail gas	—		386		139		—		—		—		—		—		525
Wholesale	87		152		40		—		—		—		—		1		280
Transmission and    distribution	72		27		37		525		—		331		—		—		992
Interstate pipeline	—		—		—		—		1,420		—		—		(83)		1,337
Other	56		—		—		—		1		—		—		—		57
Total Regulated	2,796		1,625		2,107		525		1,421		331		—		(82)		8,723
Nonregulated	—		4		1		78		536		70		681		1		1,371
Total Customer Revenue	2,796		1,629		2,108		603		1,957		401		681		(81)		10,094
Other revenue	15		50		10		57		34		(4)		149		(1)		310
Total	$	2,811	$	1,679	$	2,118	$	660	$	1,991	$	397	$	830	$	(82)	$	10,404

	For the Three-Month Period Ended June 30, 2022
	PacifiCorp		MidAmerican Funding		NV Energy		Northern Powergrid		BHE Pipeline Group		BHE Transmission		BHE Renewables		BHE and Other(1)		Total
Customer Revenue:
Regulated:
Retail electric	$	1,167	$	594	$	831	$	—	$	—	$	—	$	—	$	(1)	$	2,591
Retail gas	—		136		28		—		—		—		—		—		164
Wholesale	55		119		15		—		—		—		—		(2)		187
Transmission and    distribution	45		13		18		274		—		172		—		—		522
Interstate pipeline	—		—		—		—		524		—		—		(27)		497
Other	28		—		—		—		—		—		—		—		28
Total Regulated	1,295		862		892		274		524		172		—		(30)		3,989
Nonregulated	—		—		1		42		285		15		414		(1)		756
Total Customer Revenue	1,295		862		893		316		809		187		414		(31)		4,745
Other revenue	19		35		6		29		47		(4)		32		31		195
Total	$	1,314	$	897	$	899	$	345	$	856	$	183	$	446	$	—	$	4,940

	For the Six-Month Period Ended June 30, 2022
	PacifiCorp		MidAmerican Funding		NV Energy		Northern Powergrid		BHE Pipeline Group		BHE Transmission		BHE Renewables		BHE and Other(1)		Total
Customer Revenue:
Regulated:
Retail electric	$	2,352	$	1,066	$	1,430	$	—	$	—	$	—	$	—	$	(1)	$	4,847
Retail gas	—		473		79		—		—		—		—		—		552
Wholesale	110		280		35		—		—		—		—		(2)		423
Transmission and    distribution	77		28		35		543		—		348		—		—		1,031
Interstate pipeline	—		—		—		—		1,269		—		—		(68)		1,201
Other	48		—		1		—		1		—		—		—		50
Total Regulated	2,587		1,847		1,580		543		1,270		348		—		(71)		8,104
Nonregulated	—		2		1		57		563		22		716		(1)		1,360
Total Customer Revenue	2,587		1,849		1,581		600		1,833		370		716		(72)		9,464
Other revenue	24		53		11		60		58		(4)		98		(1)		299
Total	$	2,611	$	1,902	$	1,592	$	660	$	1,891	$	366	$	814	$	(73)	$	9,763

(1)The BHE and Other reportable segment represents amounts related principally to other corporate entities, corporate functions and intersegment eliminations.

Real Estate Services

The following table summarizes the Company's real estate services Customer Revenue by line of business (in millions):

	HomeServices
	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Customer Revenue:
Brokerage	$	1,202	$	1,544	$	2,001	$	2,636
Franchise	15		17		27		37
Total Customer Revenue	1,217		1,561		2,028		2,673
Mortgage and other revenue	79		111		143		206
Total	$	1,296	$	1,672	$	2,171	$	2,879

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue by country:
U.S.	$	5,749	$	6,087	$	11,564	$	11,621
United Kingdom	295		345		628		660
Canada	173		180		350		361
Australia	12		—		33		—
Total operating revenue by country	$	6,229	$	6,612	$	12,575	$	12,642

Income (loss) before income tax expense (benefit) and equity income (loss) by country:
U.S.	$	914	$	3,117	$	1,733	$	2,463
United Kingdom	93		87		206		226
Canada	44		46		87		92
Australia	(3)		1		2		1
Other	1		(2)		—		(3)
Total income (loss) before income tax expense (benefit) and equity income (loss) by country	$	1,049	$	3,249	$	2,028	$	2,779

Schedule of Goodwill

The following table shows the change in the carrying amount of goodwill by reportable segment for the six-month period ended June 30, 2023 (in millions):

									BHE Pipeline Group
	PacifiCorp		MidAmerican Funding		NV Energy		Northern Powergrid				BHE Transmission		BHE Renewables		HomeServices
																	Total
December 31, 2022	$	1,129	$	2,102	$	2,369	$	917	$	1,814	$	1,461	$	95	$	1,602	$	11,489
Acquisitions	—		—		—		—		—		—		—		1		1
Foreign currency translation	—		—		—		32		—		31		—		—		63
Other	—		—		—		—		—		—		—		(7)		(7)
June 30, 2023	$	1,129	$	2,102	$	2,369	$	949	$	1,814	$	1,492	$	95	$	1,596	$	11,546

MEC

Segment Reporting Information [Line Items]

Schedule of Segment Reporting Information by Segment

The following tables provide information on a reportable segment basis (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue:
Regulated electric	$	661	$	725	$	1,252	$	1,333
Regulated natural gas	97		171		423		567
Other	1		1		4		2
Total operating revenue	$	759	$	897	$	1,679	$	1,902
Operating income:
Regulated electric	$	120	$	87	$	170	$	138
Regulated natural gas	(2)		3		36		52
Total operating income	118		90		206		190
Interest expense	(81)		(78)		(161)		(156)
Allowance for borrowed funds	4		5		8		9
Allowance for equity funds	13		14		24		29
Other, net	15		(12)		31		(15)
Total income before income tax expense (benefit)	$	69	$	19	$	108	$	57

	As of
	June 30, 2023		December 31, 2022
Assets:
Regulated electric	$	22,425	$	22,092
Regulated natural gas	1,717		1,885
Other	1		1
Total assets	$	24,143	$	23,978

Disaggregation of Revenue

The following table summarizes MidAmerican Energy's revenue from contracts with customers ("Customer Revenue") by line of business, with further disaggregation of retail by customer class, including a reconciliation to MidAmerican Energy's reportable segment information included in Note 12 (in millions):

	For the Three-Month Period Ended June 30, 2023								For the Six-Month Period Ended June 30, 2023
	Electric		Natural Gas		Other		Total		Electric		Natural Gas		Other		Total
Customer Revenue:
Retail:
Residential	$	173	$	58	$	—	$	231	$	340	$	257	$	—	$	597
Commercial	86		17		—		103		161		95		—		256
Industrial	272		4		—		276		486		11		—		497
Natural gas transportation services	—		10		—		10		—		23		—		23
Other retail	38		1		—		39		73		—		—		73
Total retail	569		90		—		659		1,060		386		—		1,446
Wholesale	45		7		—		52		116		36		—		152
Multi-value transmission projects	13		—		—		13		27		—		—		27
Other Customer Revenue	—		—		1		1		—		—		4		4
Total Customer Revenue	627		97		1		725		1,203		422		4		1,629
Other revenue	34		—		—		34		49		1		—		50
Total operating revenue	$	661	$	97	$	1	$	759	$	1,252	$	423	$	4	$	1,679

	For the Three-Month Period Ended June 30, 2022								For the Six-Month Period Ended June 30, 2022
	Electric		Natural Gas		Other		Total		Electric		Natural Gas		Other		Total
Customer Revenue:
Retail:
Residential	$	185	$	87	$	—	$	272	$	353	$	312	$	—	$	665
Commercial	91		31		—		122		165		119		—		284
Industrial	277		9		—		286		475		18		—		493
Natural gas transportation services	—		9		—		9		—		23		—		23
Other retail	41		—		—		41		73		1		—		74
Total retail	594		136		—		730		1,066		473		—		1,539
Wholesale	84		34		—		118		188		92		—		280
Multi-value transmission projects	13		—		—		13		28		—		—		28
Other Customer Revenue	—		—		1		1		—		—		2		2
Total Customer Revenue	691		170		1		862		1,282		565		2		1,849
Other revenue	34		1		—		35		51		2		—		53
Total operating revenue	$	725	$	171	$	1	$	897	$	1,333	$	567	$	2	$	1,902

MidAmerican Funding, LLC

Segment Reporting Information [Line Items]

Schedule of Segment Reporting Information by Segment

The following tables provide information on a reportable segment basis (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue:
Regulated electric	$	661	$	725	$	1,252	$	1,333
Regulated natural gas	97		171		423		567
Other	1		1		4		2
Total operating revenue	$	759	$	897	$	1,679	$	1,902
Operating income:
Regulated electric	$	120	$	87	$	170	$	138
Regulated natural gas	(2)		3		36		52
Total operating income	118		90		206		190
Interest expense	(85)		(83)		(169)		(165)
Allowance for borrowed funds	4		5		8		9
Allowance for equity funds	13		14		24		29
Other, net	15		(10)		43		(14)
Total income before income tax expense (benefit)	$	65	$	16	$	112	$	49

	As of
	June 30, 2023		December 31, 2022
Assets(1):
Regulated electric	$	23,616	$	23,283
Regulated natural gas	1,796		1,963
Other	13		8
Total assets	$	25,425	$	25,254

(1) Assets by reportable segment reflect the assignment of goodwill to applicable reporting units.

SPPC

Segment Reporting Information [Line Items]

Schedule of Segment Reporting Information by Segment

The following tables provide information on a reportable segment basis (in millions):

	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Operating revenue:
Regulated electric	$	293	$	230	$	597	$	457
Regulated natural gas	44		28		140		80
Total operating revenue	$	337	$	258	$	737	$	537
Operating income:
Regulated electric	$	23	$	19	$	48	$	49
Regulated natural gas	3		4		13		12
Total operating income	26		23		61		61
Interest expense	(15)		(14)		(31)		(27)
Allowance for borrowed funds	3		—		5		1
Allowance for equity funds	3		2		5		4
Interest and dividend income	5		4		12		7
Other, net	1		—		2		2
Total income before income tax expense (benefit)	$	23	$	15	$	54	$	48

	As of
	June 30,		December 31,
	2023		2022
Assets:
Regulated electric	$	4,182	$	4,224
Regulated natural gas	444		441
Other(1)	58		67
Total assets	$	4,684	$	4,732

(1)    Consists principally of cash and cash equivalents not included in either the regulated electric or regulated natural gas segments.

Disaggregation of Revenue

The following table summarizes Sierra Pacific's revenue from contracts with customers ("Customer Revenue") by line of business, with further disaggregation of retail by customer class, including a reconciliation to Sierra Pacific's reportable segment information included in Note 11 (in millions):

	Three-Month Periods
	Ended June 30,
	2023						2022
	Electric		Natural Gas		Total		Electric		Natural Gas		Total
Customer Revenue:
Retail:
Residential	$	95	$	25	$	120	$	79	$	19	$	98
Commercial	102		12		114		82		6		88
Industrial	82		6		88		53		3		56
Other	1		—		1		1		—		1
Total fully bundled	280		43		323		215		28		243
Distribution only service	1		—		1		1		—		1
Total retail	281		43		324		216		28		244
Wholesale, transmission and other	12		—		12		14		—		14
Total Customer Revenue	293		43		336		230		28		258
Other revenue	—		1		1		—		—		—
Total operating revenue	$	293	$	44	$	337	$	230	$	28	$	258

	Six-Month Periods
	Ended June 30,
	2023						2022
	Electric		Natural Gas		Total		Electric		Natural Gas		Total
Customer Revenue:
Retail:
Residential	$	210	$	85	$	295	$	162	$	51	$	213
Commercial	193		39		232		151		21		172
Industrial	145		15		160		102		7		109
Other	3		—		3		3		—		3
Total fully bundled	551		139		690		418		79		497
Distribution only service	2		—		2		3		—		3
Total retail	553		139		692		421		79		500
Wholesale, transmission and other	44		—		44		35		—		35
Total Customer Revenue	597		139		736		456		79		535
Other revenue	—		1		1		1		1		2
Total operating revenue	$	597	$	140	$	737	$	457	$	80	$	537

XML

General - BHE (Details)	6 Months Ended
	Jun. 30, 2023 company operatingSegment state
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments | operatingSegment	8
Number of owned and operated utility companies in the United States	4
Number of states owned and operated utility companies serve customers | state	11
Number of owned and operated electricity distribution companies in Great Britain	2
Number of owned and operated interstate natural gas pipeline companies in the United States	5
Number of owned and operated electricity transmission companies in Canada	1
Number of owned and operated renewable energy businesses	1
Number of owned and operated residential real estate brokerage firms in the United States	1
Number of owned and operated residential real estate brokerage franchise networks in the United States	1

XML

General - EEGH (Details) - EEGH	6 Months Ended
	Jun. 30, 2023 mi
Iroquois Gas Transmission System, L.P.
Variable Interest Entity [Line Items]
Variable interest entity, ownership percentage	50.00%
Primary Beneficiary | General partner | Cove Point LNG, LP
Variable Interest Entity [Line Items]
Variable interest entity, ownership percentage	100.00%
Primary Beneficiary | Limited partner | Cove Point LNG, LP
Variable Interest Entity [Line Items]
Variable interest entity, ownership percentage	25.00%
Primary Beneficiary | Federal Energy Regulatory Commission | Iroquois Gas Transmission System, L.P.
Variable Interest Entity [Line Items]
Miles of interstate natural gas transportation pipeline	416

XML

Business Acquisitions - BHE (Details) - Subsequent event $ in Millions	Jul. 09, 2023 USD ($)
Dominion Energy, Inc. | Cove Point LNG, LP | Limited partner
Business Acquisition [Line Items]
Limited partner, ownership percentage	50.00%
Cove Point LNG, LP
Business Acquisition [Line Items]
Business combination, expected purchase price	$ 3,300
Business combination, agreement termination fee	$ 150
Cove Point LNG, LP | Cove Point LNG, LP | Limited partner
Business Acquisition [Line Items]
Business combination, ownership interest after transaction	75.00%
Cove Point LNG, LP | Cove Point GP Holding Company, LLC | Cove Point LNG, LP | General partner
Business Acquisition [Line Items]
Business combination, ownership interest after transaction	100.00%

XML

Business Acquisitions - EEGH (Details) - Subsequent event $ in Millions	Jul. 09, 2023 USD ($)
Cove Point LNG, LP
Business Acquisition [Line Items]
Business combination, expected purchase price	$ 3,300
Business combination, agreement termination fee	$ 150
Cove Point LNG, LP | Cove Point LNG, LP | Limited partner
Business Acquisition [Line Items]
Business combination, ownership interest after transaction	75.00%
Cove Point LNG, LP | Dominion Energy, Inc. | Limited partner
Business Acquisition [Line Items]
Limited partner, ownership percentage	50.00%
Cove Point LNG, LP | Cove Point GP Holding Company, LLC | Cove Point LNG, LP | General partner
Business Acquisition [Line Items]
Business combination, ownership interest after transaction	100.00%

XML

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents - PAC (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Condensed Cash Flow Statements, Captions [Line Items]
Cash and cash equivalents	$ 2,229	$ 1,591
Restricted cash and cash equivalents, current	158	173
Restricted cash, cash equivalents and investments, noncurrent	53	53
Total cash and cash equivalents and restricted cash and cash equivalents	2,440	1,817	$ 2,301	$ 1,244
PAC
Condensed Cash Flow Statements, Captions [Line Items]
Cash and cash equivalents	586	641
Restricted cash and cash equivalents, current	9	7
Restricted cash, cash equivalents and investments, noncurrent	34	26
Total cash and cash equivalents and restricted cash and cash equivalents	$ 629	$ 674	$ 400	$ 186

XML

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents - MEC (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Condensed Cash Flow Statements, Captions [Line Items]
Cash and cash equivalents	$ 2,229	$ 1,591
Restricted cash and cash equivalents, current	158	173
Total cash and cash equivalents and restricted cash and cash equivalents	2,440	1,817	$ 2,301	$ 1,244
MEC
Condensed Cash Flow Statements, Captions [Line Items]
Cash and cash equivalents	454	258
Restricted cash and cash equivalents, current	6	10
Total cash and cash equivalents and restricted cash and cash equivalents	$ 460	$ 268	$ 503	$ 239

XML

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents - LLC (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Condensed Cash Flow Statements, Captions [Line Items]
Cash and cash equivalents	$ 2,229	$ 1,591
Restricted cash and cash equivalents, current	158	173
Total cash and cash equivalents and restricted cash and cash equivalents	2,440	1,817	$ 2,301	$ 1,244
MidAmerican Funding, LLC
Condensed Cash Flow Statements, Captions [Line Items]
Cash and cash equivalents	454	261
Restricted cash and cash equivalents, current	6	10
Total cash and cash equivalents and restricted cash and cash equivalents	$ 460	$ 271	$ 505	$ 240

XML

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents - NPC (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Condensed Cash Flow Statements, Captions [Line Items]
Cash and cash equivalents	$ 2,229	$ 1,591
Restricted cash and cash equivalents, current	158	173
Total cash and cash equivalents and restricted cash and cash equivalents	2,440	1,817	$ 2,301	$ 1,244
NPC
Condensed Cash Flow Statements, Captions [Line Items]
Cash and cash equivalents	47	43
Restricted cash and cash equivalents, current	15	17
Total cash and cash equivalents and restricted cash and cash equivalents	$ 62	$ 60	$ 55	$ 45

XML

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents - SPPC (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Condensed Cash Flow Statements, Captions [Line Items]
Cash and cash equivalents	$ 2,229	$ 1,591
Restricted cash and cash equivalents, current	158	173
Total cash and cash equivalents and restricted cash and cash equivalents	2,440	1,817	$ 2,301	$ 1,244
SPPC
Condensed Cash Flow Statements, Captions [Line Items]
Cash and cash equivalents	37	49
Restricted cash and cash equivalents, current	7	7
Total cash and cash equivalents and restricted cash and cash equivalents	$ 44	$ 56	$ 24	$ 16

XML

Property, Plant and Equipment, Net - BHE (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	$ 95,541	$ 93,043
Regulated
Property, Plant and Equipment [Line Items]
Property, plant and equipment	112,956	111,087
Accumulated depreciation and amortization	(36,088)	(34,599)
Net operating assets	76,868	76,488
Construction work-in-progress	7,100	4,900
Regulated | Utility generation, transmission and distribution systems
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 94,351	92,759
Regulated | Utility generation, transmission and distribution systems | Minimum
Property, Plant and Equipment [Line Items]
Depreciable life	5 years
Regulated | Utility generation, transmission and distribution systems | Maximum
Property, Plant and Equipment [Line Items]
Depreciable life	80 years
Regulated | Interstate natural gas pipeline assets
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 18,605	18,328
Regulated | Interstate natural gas pipeline assets | Minimum
Property, Plant and Equipment [Line Items]
Depreciable life	3 years
Regulated | Interstate natural gas pipeline assets | Maximum
Property, Plant and Equipment [Line Items]
Depreciable life	80 years
Nonregulated
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 14,680	14,650
Accumulated depreciation and amortization	(3,617)	(3,452)
Net operating assets	11,063	11,198
Nonregulated | Independent power plants
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 8,476	8,545
Nonregulated | Independent power plants | Minimum
Property, Plant and Equipment [Line Items]
Depreciable life	2 years
Nonregulated | Independent power plants | Maximum
Property, Plant and Equipment [Line Items]
Depreciable life	50 years
Nonregulated | LNG facility
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 3,417	3,412
Depreciable life	40 years
Nonregulated | Other assets
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 2,787	2,693
Nonregulated | Other assets | Minimum
Property, Plant and Equipment [Line Items]
Depreciable life	2 years
Nonregulated | Other assets | Maximum
Property, Plant and Equipment [Line Items]
Depreciable life	30 years
Common Facilities
Property, Plant and Equipment [Line Items]
Net operating assets	$ 87,931	87,686
Property, plant and equipment, net	95,541	93,043
Construction in Progress
Property, Plant and Equipment [Line Items]
Construction work-in-progress	$ 7,610	$ 5,357

XML

Property, Plant and Equipment, Net - PAC (Details) - PAC - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Utility plant in-service	$ 33,334	$ 33,009
Accumulated depreciation and amortization	(11,446)	(11,093)
Utility plant in-service, net	21,888	21,916
Plant, net	21,906	21,934
Construction work-in-progress	3,582	2,496
Property, plant and equipment, net	$ 25,488	24,430
Minimum
Property, Plant and Equipment [Line Items]
Useful life, generation	15 years
Useful life, transmission	60 years
Useful life, distribution	20 years
Useful life, intangible asset	5 years
Maximum
Property, Plant and Equipment [Line Items]
Useful life, generation	59 years
Useful life, transmission	90 years
Useful life, distribution	75 years
Useful life, intangible asset	75 years
Generation
Property, Plant and Equipment [Line Items]
Utility plant in-service	$ 13,766	13,726
Transmission
Property, Plant and Equipment [Line Items]
Utility plant in-service	8,096	8,051
Distribution
Property, Plant and Equipment [Line Items]
Utility plant in-service	8,689	8,477
Intangible plant and other
Property, Plant and Equipment [Line Items]
Utility plant in-service	$ 2,783	2,755
Computer software | Minimum
Property, Plant and Equipment [Line Items]
Useful life, intangible asset	5 years
Computer software | Maximum
Property, Plant and Equipment [Line Items]
Useful life, intangible asset	10 years
Nonregulated
Property, Plant and Equipment [Line Items]
Plant, net	$ 18	$ 18
Nonregulated | Minimum
Property, Plant and Equipment [Line Items]
Useful life, other	14 years
Nonregulated | Maximum
Property, Plant and Equipment [Line Items]
Useful life, other	95 years

XML

Property, Plant and Equipment, Net - MEC (Details) - MEC - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Plant, net	$ 20,003		$ 20,301
Construction work-in-progress	1,142		790
Property, plant and equipment, net	21,145		21,091
Anticipated equity returns exceeding threshold
Property, Plant and Equipment [Line Items]
Regulatory liability, additions	16	$ 96
Regulated
Property, Plant and Equipment [Line Items]
Utility plant in-service	28,348		28,319
Accumulated depreciation and amortization	(8,351)		(8,024)
Plant, net	19,997		20,295
Nonregulated
Property, Plant and Equipment [Line Items]
Plant, net	$ 6		6
Nonregulated | Minimum
Property, Plant and Equipment [Line Items]
Useful life, other	20 years
Nonregulated | Maximum
Property, Plant and Equipment [Line Items]
Useful life, other	50 years
Electric Operations | Regulated
Property, Plant and Equipment [Line Items]
Generation	$ 18,360		18,582
Transmission	2,730		2,662
Distribution	$ 5,072		4,931
Electric Operations | Regulated | Minimum
Property, Plant and Equipment [Line Items]
Useful life, generation	20 years
Useful life, transmission	55 years
Useful life, distribution	15 years
Electric Operations | Regulated | Maximum
Property, Plant and Equipment [Line Items]
Useful life, generation	62 years
Useful life, transmission	80 years
Useful life, distribution	80 years
Natural Gas Processing Plant | Regulated
Property, Plant and Equipment [Line Items]
Distribution	$ 2,186		$ 2,144
Natural Gas Processing Plant | Regulated | Minimum
Property, Plant and Equipment [Line Items]
Useful life, distribution	30 years
Natural Gas Processing Plant | Regulated | Maximum
Property, Plant and Equipment [Line Items]
Useful life, distribution	75 years

XML

Property, Plant and Equipment, Net - NPC (Details) - NPC - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Plant, net	$ 7,148	$ 6,921
Construction work-in-progress	906	485
Property, plant and equipment, net	8,054	7,406
Regulated
Property, Plant and Equipment [Line Items]
Generation	4,100	3,977
Distribution	1,581	1,562
Transmission	4,299	4,134
General and intangible	898	871
Utility plant in-service	10,878	10,544
Accumulated depreciation and amortization	(3,731)	(3,624)
Plant, net	$ 7,147	6,920
Regulated | Minimum
Property, Plant and Equipment [Line Items]
Useful life, generation	30 years
Useful life, distribution	45 years
Useful life, transmission	20 years
Useful life, other	5 years
Regulated | Maximum
Property, Plant and Equipment [Line Items]
Useful life, generation	55 years
Useful life, distribution	70 years
Useful life, transmission	65 years
Useful life, other	65 years
Nonregulated
Property, Plant and Equipment [Line Items]
Plant, net	$ 1	$ 1
Useful life, other	45 years

XML

Property, Plant and Equipment, Net - SPPC (Details) - SPPC - USD ($) $ in Millions		6 Months Ended
	Jan. 01, 2023	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Construction work-in-progress		$ 330	$ 236
Property, plant and equipment, net		3,684	3,587
Annual amortization expense increase	$ 19
Regulated
Property, Plant and Equipment [Line Items]
Utility plant in-service		5,412	5,343
Accumulated depreciation and amortization		(2,058)	(1,992)
Plant, net		3,354	3,351
Regulated | Generation
Property, Plant and Equipment [Line Items]
Generation		1,308	1,298
Transmission		998	993
Distribution		2,015	1,983
General and intangible		$ 225	219
Regulated | Generation | Minimum
Property, Plant and Equipment [Line Items]
Useful life, generation		25 years
Useful life, transmission		50 years
Useful life, distribution		20 years
Useful life, other		5 years
Regulated | Generation | Maximum
Property, Plant and Equipment [Line Items]
Useful life, generation		70 years
Useful life, transmission		76 years
Useful life, distribution		76 years
Useful life, other		65 years
Regulated | Natural Gas Processing Plant
Property, Plant and Equipment [Line Items]
Distribution		$ 465	455
General and intangible		$ 16	15
Regulated | Natural Gas Processing Plant | Minimum
Property, Plant and Equipment [Line Items]
Useful life, distribution		35 years
Useful life, other		5 years
Regulated | Natural Gas Processing Plant | Maximum
Property, Plant and Equipment [Line Items]
Useful life, distribution		70 years
Useful life, other		65 years
Regulated | Common Facilities
Property, Plant and Equipment [Line Items]
Common general		$ 385	$ 380
Regulated | Common Facilities | Minimum
Property, Plant and Equipment [Line Items]
Useful life, common general		5 years
Regulated | Common Facilities | Maximum
Property, Plant and Equipment [Line Items]
Useful life, common general		65 years

XML

Property, Plant and Equipment, Net - EEGH (Details) $ in Millions	1 Months Ended	6 Months Ended
	Jun. 30, 2023 USD ($) a	Jun. 30, 2023 USD ($) a	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
EEGH
Property, Plant and Equipment [Line Items]
Plant, net	$ 10,076	$ 10,076		$ 10,001
Construction work-in-progress	233	233		201
Property, plant and equipment, net	10,309	10,309		10,202
Proceeds from assignment of shale development rights		8	$ 0
EGTS
Property, Plant and Equipment [Line Items]
Plant in service, net	6,970	6,970		6,803
Accumulated depreciation and amortization	(2,498)	(2,498)		(2,440)
Plant, net	4,472	4,472		4,363
Construction work-in-progress	183	183		141
Property, plant and equipment, net	$ 4,655	$ 4,655		4,504
Oil and gas, developed acreage | a	6,500	6,500
Proceeds from assignment of shale development rights	$ 8	$ 8	$ 0
Shale development rights gain	8
Shale development rights, gain after-tax	6
Regulated | EEGH
Property, Plant and Equipment [Line Items]
Plant in service, net	9,248	9,248		9,035
Accumulated depreciation and amortization	(3,118)	(3,118)		(3,039)
Plant, net	6,130	6,130		5,996
Construction work-in-progress	218	218		181
Nonregulated | EEGH
Property, Plant and Equipment [Line Items]
Plant in service, net	4,551	4,551		4,547
Accumulated depreciation and amortization	(605)	(605)		(542)
Plant, net	3,946	3,946		4,005
Interstate natural gas transmission and storage assets | EGTS
Property, Plant and Equipment [Line Items]
Plant in service, net	$ 6,890	$ 6,890		6,724
Interstate natural gas transmission and storage assets | EGTS | Minimum
Property, Plant and Equipment [Line Items]
Depreciable life	28 years	28 years
Interstate natural gas transmission and storage assets | EGTS | Maximum
Property, Plant and Equipment [Line Items]
Depreciable life	50 years	50 years
Interstate natural gas transmission and storage assets | Regulated | EEGH
Property, Plant and Equipment [Line Items]
Plant in service, net	$ 9,132	$ 9,132		8,922
Interstate natural gas transmission and storage assets | Regulated | EEGH | Minimum
Property, Plant and Equipment [Line Items]
Depreciable life	21 years	21 years
Interstate natural gas transmission and storage assets | Regulated | EEGH | Maximum
Property, Plant and Equipment [Line Items]
Depreciable life	51 years	51 years
Intangible plant | EGTS
Property, Plant and Equipment [Line Items]
Plant in service, net	$ 80	$ 80		79
Intangible plant | EGTS | Minimum
Property, Plant and Equipment [Line Items]
Depreciable life	12 years	12 years
Intangible plant | EGTS | Maximum
Property, Plant and Equipment [Line Items]
Depreciable life	19 years	19 years
Intangible plant | Regulated | EEGH
Property, Plant and Equipment [Line Items]
Plant in service, net	$ 116	$ 116		113
Intangible plant | Regulated | EEGH | Minimum
Property, Plant and Equipment [Line Items]
Depreciable life	5 years	5 years
Intangible plant | Regulated | EEGH | Maximum
Property, Plant and Equipment [Line Items]
Depreciable life	17 years	17 years
Intangible plant | Nonregulated | EEGH
Property, Plant and Equipment [Line Items]
Depreciable life	14 years	14 years
Plant in service, net	$ 25	$ 25		25
LNG facility | Nonregulated | EEGH
Property, Plant and Equipment [Line Items]
Depreciable life	40 years	40 years
Plant in service, net	$ 4,526	$ 4,526		$ 4,522

XML

Property, Plant and Equipment, Net - EGTS (Details) - EGTS $ in Millions	1 Months Ended	6 Months Ended
	Jun. 30, 2023 USD ($) a	Jun. 30, 2023 USD ($) a	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Property, Plant and Equipment [Line Items]
Utility plant in-service	$ 6,970	$ 6,970		$ 6,803
Accumulated depreciation and amortization	(2,498)	(2,498)		(2,440)
Plant, net	4,472	4,472		4,363
Construction work-in-progress	183	183		141
Property, plant and equipment, net	$ 4,655	$ 4,655		4,504
Oil and gas, developed acreage | a	6,500	6,500
Proceeds from assignment of shale development rights	$ 8	$ 8	$ 0
Shale development rights gain	8
Shale development rights, gain after-tax	6
Interstate natural gas transmission and storage assets
Property, Plant and Equipment [Line Items]
Utility plant in-service	$ 6,890	$ 6,890		6,724
Interstate natural gas transmission and storage assets | Minimum
Property, Plant and Equipment [Line Items]
Depreciable life	28 years	28 years
Interstate natural gas transmission and storage assets | Maximum
Property, Plant and Equipment [Line Items]
Depreciable life	50 years	50 years
Intangible plant
Property, Plant and Equipment [Line Items]
Utility plant in-service	$ 80	$ 80		$ 79
Intangible plant | Minimum
Property, Plant and Equipment [Line Items]
Depreciable life	12 years	12 years
Intangible plant | Maximum
Property, Plant and Equipment [Line Items]
Depreciable life	19 years	19 years

XML

Regulatory Matters - EEGH (Details) - EGTS - USD ($) $ in Millions	1 Months Ended	11 Months Ended
	Sep. 30, 2021	Feb. 28, 2023
Schedule Of Regulatory Assets and Liabilities [Line Items]
Provision for rate refunds		$ 91
General Rate Case | Federal Energy Regulatory Commission
Schedule Of Regulatory Assets and Liabilities [Line Items]
Proposed annual cost-of-service	$ 1,100
General Rate Case | Federal Energy Regulatory Commission | Gas Storage
Schedule Of Regulatory Assets and Liabilities [Line Items]
Proposed annual cost-of-service, rate increase	85.00%
General Rate Case | Federal Energy Regulatory Commission | Gas Transportation
Schedule Of Regulatory Assets and Liabilities [Line Items]
Proposed annual cost-of-service, rate increase	60.00%
General Rate Case, Transportation and Storage Revenues | Federal Energy Regulatory Commission
Schedule Of Regulatory Assets and Liabilities [Line Items]
Approved rate increase (decrease) amount		160
General Rate Case, Depreciation Expense | Federal Energy Regulatory Commission
Schedule Of Regulatory Assets and Liabilities [Line Items]
Approved rate increase (decrease) amount		$ (30)

XML

Regulatory Matters - EGTS (Details) - EGTS - USD ($) $ in Millions	1 Months Ended	11 Months Ended
	Sep. 30, 2021	Feb. 28, 2023
Schedule Of Regulatory Assets and Liabilities [Line Items]
Provision for rate refunds		$ 91
General Rate Case | Federal Energy Regulatory Commission
Schedule Of Regulatory Assets and Liabilities [Line Items]
Proposed annual cost-of-service	$ 1,100
General Rate Case | Federal Energy Regulatory Commission | Gas Storage
Schedule Of Regulatory Assets and Liabilities [Line Items]
Proposed annual cost-of-service, rate increase	85.00%
General Rate Case | Federal Energy Regulatory Commission | Gas Transportation
Schedule Of Regulatory Assets and Liabilities [Line Items]
Proposed annual cost-of-service, rate increase	60.00%
General Rate Case, Depreciation Expense | Federal Energy Regulatory Commission
Schedule Of Regulatory Assets and Liabilities [Line Items]
Approved rate increase (decrease) amount		(30)
General Rate Case, Transportation and Storage Revenues | Federal Energy Regulatory Commission
Schedule Of Regulatory Assets and Liabilities [Line Items]
Approved rate increase (decrease) amount		$ 160

XML

Investments and Restricted Cash and Cash Equivalents and Investments - BHE - Components and Investments (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Investments:
Total investments	$ 7,208		$ 7,208		$ 6,462
Equity method investments	5,901		5,901		6,062
Restricted cash and cash equivalents and investments	937		937		890
Total investments and restricted cash and cash equivalents and investments	14,046		14,046		13,414
Reflected as:
Other current assets	3,484		3,484		2,141
Noncurrent assets	10,562		10,562		11,273
Unrealized gains recognized on marketable securities held at the reporting date	268	$ 2,527	725	$ 1,270
Net gains recognized on marketable securities sold during the period	35	1	277	1
Gains on marketable securities, net	303	$ 2,528	1,002	$ 1,271
Quad Cities Station nuclear decommissioning trust funds
Investments:
Restricted cash and cash equivalents and investments	726		726		664
Other restricted cash and cash equivalents
Investments:
Restricted cash and cash equivalents and investments	211		211		226
BHE Renewables tax equity investments
Investments:
Equity method investments	4,289		4,289		4,535
Electric Transmission Texas, LLC
Investments:
Equity method investments	657		657		623
Iroquois Gas Transmission System, L.P.
Investments:
Equity method investments	596		596		600
Other
Investments:
Equity method investments	359		359		304
BYD Company Limited common stock
Investments:
Total investments	3,129		3,129		3,763
U.S. Treasury Bills
Investments:
Total investments	3,281		3,281		1,931
Rabbi trusts
Investments:
Total investments	468		468		433
Other
Investments:
Total investments	$ 330		$ 330		$ 335

XML

Investments and Restricted Cash and Cash Equivalents and Investments - BHE - Reconciliation of Cash (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Investments and Restricted Cash and Investments [Abstract]
Cash and cash equivalents	$ 2,229	$ 1,591
Restricted cash and cash equivalents, current	158	173
Restricted cash, cash equivalents and investments, noncurrent	53	53
Total cash and cash equivalents and restricted cash and cash equivalents	$ 2,440	$ 1,817	$ 2,301	$ 1,244

XML

Investments and Restricted Cash and Cash Equivalents and Investments - EEGH - Components (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Investments:
Equity method investments	$ 5,901	$ 6,062
Total investments and restricted cash and cash equivalents and investments	14,046	13,414
Reflected as:
Other current assets	3,484	2,141
Noncurrent assets	10,562	11,273
EEGH
Investments:
Total investments	278	278
Restricted cash and cash equivalents	30	30
Total investments and restricted cash and cash equivalents and investments	308	308
Reflected as:
Other current assets	30	30
Noncurrent assets	278	278
EEGH | Customer deposits
Investments:
Restricted cash and cash equivalents	30	30
Iroquois Gas Transmission System, L.P.
Investments:
Equity method investments	596	600
Iroquois Gas Transmission System, L.P. | EEGH
Investments:
Equity method investments	260	264
Investment funds | EEGH
Investments:
Investments	$ 18	$ 14

XML

Investments and Restricted Cash and Cash Equivalents and Investments - EEGH - Narrative (Details) - EEGH - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Investments And Restricted Cash And Investments [Line Items]
Investment exceeded share of equity in net assets	$ 130		$ 130
Distributions received from investments	$ 40	$ 23
Iroquois Gas Transmission System, L.P.
Investments And Restricted Cash And Investments [Line Items]
Equity method investment, ownership percentage	50.00%

XML

Investments and Restricted Cash and Cash Equivalents and Investments - EEGH - Reconciliation of Cash (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Condensed Cash Flow Statements, Captions [Line Items]
Cash and cash equivalents	$ 2,229	$ 1,591
Restricted cash and cash equivalents, current	158	173
Total cash and cash equivalents and restricted cash and cash equivalents	2,440	1,817	$ 2,301	$ 1,244
EEGH
Condensed Cash Flow Statements, Captions [Line Items]
Cash and cash equivalents	82	65
Restricted cash and cash equivalents, current	30	30
Total cash and cash equivalents and restricted cash and cash equivalents	$ 112	$ 95	$ 131	$ 39

XML

Investments and Restricted Cash and Cash Equivalents and Investments - EGTS - Components (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Reflected as:
Other current assets	$ 3,484	$ 2,141
EGTS
Investments And Restricted Cash And Investments [Line Items]
Restricted cash and cash equivalents	28	29
Total investments and restricted cash and cash equivalents	46	43
Reflected as:
Other current assets	28	29
Noncurrent assets	18	14
Customer deposits | EGTS
Investments And Restricted Cash And Investments [Line Items]
Restricted cash and cash equivalents	28	29
Investment funds | EGTS
Investments And Restricted Cash And Investments [Line Items]
Investments	$ 18	$ 14

XML

Investments and Restricted Cash and Cash Equivalents and Investments - EGTS - Reconciliation of Cash (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Condensed Cash Flow Statements, Captions [Line Items]
Cash and cash equivalents	$ 2,229	$ 1,591
Restricted cash and cash equivalents, current	158	173
Restricted cash, cash equivalents and investments, noncurrent	53	53
Total cash and cash equivalents and restricted cash and cash equivalents	2,440	1,817	$ 2,301	$ 1,244
EGTS
Condensed Cash Flow Statements, Captions [Line Items]
Cash and cash equivalents	22	16
Restricted cash and cash equivalents, current	28	29
Total cash and cash equivalents and restricted cash and cash equivalents	$ 50	$ 45	$ 53	$ 26

XML

Recent Financing Transactions - BHE (Details) $ in Millions, $ in Millions	1 Months Ended
	Jun. 30, 2023 USD ($)	Apr. 30, 2023 CAD ($)	May 31, 2023 USD ($)
Unsecured credit facility, expiring June 2026 | BHE | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 3,500
Unsecured credit facility, expiring June 2026 | PAC | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	2,000		$ 1,200
Unsecured credit facility, expiring January 2024 | PAC | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 800
Debt term	364 days
Unsecured credit facility, expiring June 2026 | MEC | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 1,500
Secured credit facility, expiring June 2026 | NPC | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	600		400
Secured credit facility, expiring June 2026 | SPPC | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 400		250
Revolving credit facility, expiring April 2024 | AltaLink Investments, L.P. | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 200
Debt term		1 year
Extension period		1 year
Subsidiary Debt | First Mortgage Bonds, 5.50%, due May 2054 | PAC
Debt Instrument [Line Items]
Face amount			$ 1,200
Stated interest rate			5.50%

XML

Recent Financing Transactions - PAC (Details) - PAC - USD ($) $ in Millions	1 Months Ended
	Jun. 30, 2023	Jan. 31, 2023	May 31, 2023
Debt Instrument [Line Items]
Common stock dividend declared		$ 300
First Mortgage Bonds, 5.50%, due May 2054 | Subsidiary Debt
Debt Instrument [Line Items]
Face amount			$ 1,200
Stated interest rate			5.50%
Unsecured credit facility, expiring June 2026 | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 2,000		$ 1,200
Unsecured credit facility, expiring January 2024 | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 800
Debt term	364 days

XML

Recent Financing Transactions - MEC (Details) $ in Billions	Jun. 30, 2023 USD ($)
Unsecured credit facility, expiring June 2026 | MEC | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 1.5

XML

Recent Financing Transactions - NPC (Details) - NPC - USD ($) $ in Millions	Jun. 30, 2023	May 31, 2023	Mar. 31, 2023
NPC Pollution Control Refunding Revenue Bonds, 1.875%, Series 2017A, due 2032 | NVE Holdings
Debt Instrument [Line Items]
Repurchased amount			$ 40
Face amount			$ 40
Stated interest rate			4.125%
NPC Pollution Control Refunding Revenue Bonds, 1.65%, Series 2017B, due 2039 | NVE Holdings
Debt Instrument [Line Items]
Repurchased amount			$ 13
Face amount			$ 13
Stated interest rate			3.75%
NPC Pollution Control Refunding Revenue Bonds, 1.65%, Series 2017, Due 2036 | NVE Holdings
Debt Instrument [Line Items]
Repurchased amount			$ 40
Face amount			$ 40
Stated interest rate			3.75%
Secured credit facility, expiring June 2026 | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 600	$ 400

XML

Recent Financing Transactions - SPPC (Details) - USD ($) $ in Millions	Jun. 30, 2023	May 31, 2023
Secured credit facility, expiring June 2026 | SPPC | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 400	$ 250

XML

Income Taxes - BHE (Details) - USD ($) $ in Millions	1 Months Ended		3 Months Ended		6 Months Ended
	Mar. 31, 2023	Jul. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Federal statutory income tax rate			21.00%	21.00%	21.00%	21.00%
Income tax credits			(34.00%)	(13.00%)	(35.00%)	(28.00%)
State income tax, net of federal income tax impacts			0.00%	(1.00%)	(2.00%)	0.00%
Income tax effect of foreign income			(3.00%)	0.00%	2.00%	(1.00%)
Effects of ratemaking			(3.00%)	(1.00%)	(3.00%)	(2.00%)
Equity income			(2.00%)	(1.00%)	(1.00%)	(1.00%)
Noncontrolling interest			(3.00%)	(1.00%)	(3.00%)	(2.00%)
Other			0.00%	1.00%	0.00%	0.00%
Effective income tax rate			(24.00%)	5.00%	(21.00%)	(13.00%)
Years eligible for federal renewable energy production tax credit					10 years
Production tax credits					$ 700	$ 734
Related party transaction, cash received (paid) for income taxes					$ 864	$ 1,249
Long-term Income Tax Receivable
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Long-term income tax receivable adjustments		$ (744)
Retained Earnings
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Long-term income tax receivable adjustments		$ 744
United Kingdom
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Income tax effect, change in enacted tax rate, Energy Profit Levy	$ 82

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Income Taxes - PAC (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Schedule of Effective Income Tax Rate Reconciliation [Line Items]
Effective income tax rate	(24.00%)	5.00%	(21.00%)	(13.00%)
Income tax expense (benefit)	$ 255	$ (149)	$ 417	$ 358
Pre-tax loss	$ (1,049)	$ (3,249)	$ (2,028)	$ (2,779)
Federal statutory income tax rate	21.00%	21.00%	21.00%	21.00%
Income tax credits	(34.00%)	(13.00%)	(35.00%)	(28.00%)
Effects of ratemaking	(3.00%)	(1.00%)	(3.00%)	(2.00%)
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Federal statutory income tax rate	21.00%	21.00%	21.00%	21.00%
State income tax, net of federal income tax impacts	0.00%	(1.00%)	(2.00%)	0.00%
Income tax credits	(34.00%)	(13.00%)	(35.00%)	(28.00%)
Effects of ratemaking	(3.00%)	(1.00%)	(3.00%)	(2.00%)
Other	0.00%	1.00%	0.00%	0.00%
Effective income tax rate	(24.00%)	5.00%	(21.00%)	(13.00%)
Years eligible for federal renewable energy production tax credit			10 years
Production tax credits			$ 700	$ 734
Related party transaction, cash received (paid) for income taxes			$ 864	$ 1,249
PAC
Schedule of Effective Income Tax Rate Reconciliation [Line Items]
Effective income tax rate	(39.00%)	(11.00%)	91.00%	(3.00%)
Income tax expense (benefit)	$ 30	$ 8	$ 140	$ 6
Pre-tax loss	$ (76)	$ (74)	154	$ (206)
Federal statutory income tax rate, benefit			$ 32
Federal statutory income tax rate	21.00%	21.00%	21.00%	21.00%
Income tax credit benefit			$ 55
Income tax credits	(34.00%)	(25.00%)	36.00%	(21.00%)
Effects of ratemaking, benefit			$ 34
Effects of ratemaking	(26.00%)	(13.00%)	22.00%	(11.00%)
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Federal statutory income tax rate	21.00%	21.00%	21.00%	21.00%
State income tax, net of federal income tax impacts	2.00%	4.00%	4.00%	3.00%
Income tax credits	(34.00%)	(25.00%)	36.00%	(21.00%)
Effects of ratemaking	(26.00%)	(13.00%)	22.00%	(11.00%)
Valuation allowance	0.00%	0.00%	7.00%	4.00%
Other	(2.00%)	2.00%	1.00%	1.00%
Effective income tax rate	(39.00%)	(11.00%)	91.00%	(3.00%)
Years eligible for federal renewable energy production tax credit			10 years
Production tax credits	$ 26	$ 18	$ 55	$ 44
Income taxes payable	55		55
Income taxes receivable					$ 84
Related party transaction, cash received (paid) for income taxes			205	150
PAC | 2020 Wildfires
Schedule of Effective Income Tax Rate Reconciliation [Line Items]
Loss contingency, loss in period	$ 49	$ 64	408	64
PAC | State
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Valuation allowance increase (decrease)			$ (11)	$ 8

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Income Taxes - MEC (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Federal statutory income tax rate	21.00%	21.00%	21.00%	21.00%
Income tax credits	(34.00%)	(13.00%)	(35.00%)	(28.00%)
State income tax, net of federal income tax impacts	0.00%	(1.00%)	(2.00%)	0.00%
Effects of ratemaking	(3.00%)	(1.00%)	(3.00%)	(2.00%)
Other	0.00%	1.00%	0.00%	0.00%
Effective income tax rate	(24.00%)	5.00%	(21.00%)	(13.00%)
Years eligible for federal renewable energy production tax credit			10 years
Production tax credits			$ 700	$ 734
Related party transaction, cash received (paid) for income taxes			$ 864	$ 1,249
MEC
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Federal statutory income tax rate	21.00%	21.00%	21.00%	21.00%
Income tax credits	(251.00%)	(973.00%)	(347.00%)	(682.00%)
State income tax, net of federal income tax impacts	(6.00%)	(26.00%)	(10.00%)	(23.00%)
Effects of ratemaking	(4.00%)	(11.00%)	(6.00%)	(9.00%)
Other	(2.00%)	0.00%	(1.00%)	2.00%
Effective income tax rate	(242.00%)	(989.00%)	(343.00%)	(691.00%)
Years eligible for federal renewable energy production tax credit			10 years
Production tax credits			$ 375	$ 388
MEC | BHE
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Related party transaction, cash received (paid) for income taxes			$ 520	$ 541

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Income Taxes - LLC (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Federal statutory income tax rate	21.00%	21.00%	21.00%	21.00%
Income tax credits	(34.00%)	(13.00%)	(35.00%)	(28.00%)
State income tax, net of federal income tax impacts	0.00%	(1.00%)	(2.00%)	0.00%
Effects of ratemaking	(3.00%)	(1.00%)	(3.00%)	(2.00%)
Other	0.00%	1.00%	0.00%	0.00%
Effective income tax rate	(24.00%)	5.00%	(21.00%)	(13.00%)
Production Tax Credit Carryforwards [Abstract]
Years eligible for federal renewable energy production tax credit			10 years
Production tax credits			$ 700	$ 734
Related Party Income Tax Receivable (Payable) [Abstract]
Related party transaction, cash received (paid) for income taxes			$ 864	$ 1,249
MidAmerican Funding, LLC
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Federal statutory income tax rate	21.00%	21.00%	21.00%	21.00%
Income tax credits	(266.00%)	(1150.00%)	(335.00%)	(793.00%)
State income tax, net of federal income tax impacts	(8.00%)	(38.00%)	(10.00%)	(29.00%)
Effects of ratemaking	(5.00%)	(12.00%)	(5.00%)	(10.00%)
Other	0.00%	4.00%	(1.00%)	3.00%
Effective income tax rate	(258.00%)	(1175.00%)	(330.00%)	(808.00%)
Production Tax Credit Carryforwards [Abstract]
Years eligible for federal renewable energy production tax credit			10 years
Production tax credits			$ 375	$ 388
MidAmerican Funding, LLC | BHE
Related Party Income Tax Receivable (Payable) [Abstract]
Related party transaction, cash received (paid) for income taxes			$ 522	$ 544

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Income Taxes - NPC (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Schedule of Effective Income Tax Rate Reconciliation [Line Items]
Federal statutory income tax rate	21.00%	21.00%	21.00%	21.00%
Effects of ratemaking	(3.00%)	(1.00%)	(3.00%)	(2.00%)
Other	0.00%	1.00%	0.00%	0.00%
Effective income tax rate	(24.00%)	5.00%	(21.00%)	(13.00%)
Related party transaction, cash received (paid) for income taxes			$ 864,000,000	$ 1,249,000,000
NPC
Schedule of Effective Income Tax Rate Reconciliation [Line Items]
Federal statutory income tax rate	21.00%	21.00%	21.00%	21.00%
Effects of ratemaking	(11.00%)	(10.00%)	(10.00%)	(10.00%)
Other	0.00%	1.00%	(1.00%)	1.00%
Effective income tax rate	10.00%	12.00%	10.00%	12.00%
Related party transaction, cash received (paid) for income taxes			$ 0	$ 21,000,000

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Income Taxes - SPPC (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Schedule of Effective Income Tax Rate Reconciliation [Line Items]
Federal statutory income tax rate	21.00%	21.00%	21.00%	21.00%
Effects of ratemaking	(3.00%)	(1.00%)	(3.00%)	(2.00%)
Other	0.00%	1.00%	0.00%	0.00%
Effective income tax rate	(24.00%)	5.00%	(21.00%)	(13.00%)
Related party transaction, cash received (paid) for income taxes			$ 864,000,000	$ 1,249,000,000
SPPC
Schedule of Effective Income Tax Rate Reconciliation [Line Items]
Federal statutory income tax rate	21.00%	21.00%	21.00%	21.00%
Effects of ratemaking	(9.00%)	(8.00%)	(9.00%)	(7.00%)
Other	1.00%	0.00%	1.00%	1.00%
Effective income tax rate	13.00%	13.00%	13.00%	15.00%
Related party transaction, cash received (paid) for income taxes			$ 0	$ 0

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Income Taxes - EEGH (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Schedule of Effective Income Tax Rate Reconciliation [Line Items]
Federal statutory income tax rate	21.00%	21.00%	21.00%	21.00%
State income tax, net of federal income tax impacts	0.00%	(1.00%)	(2.00%)	0.00%
Equity interest	(2.00%)	(1.00%)	(1.00%)	(1.00%)
Noncontrolling interest	(3.00%)	(1.00%)	(3.00%)	(2.00%)
Other	0.00%	1.00%	0.00%	0.00%
Effective income tax rate	(24.00%)	5.00%	(21.00%)	(13.00%)
EEGH
Schedule of Effective Income Tax Rate Reconciliation [Line Items]
Federal statutory income tax rate	21.00%	21.00%	21.00%	21.00%
State income tax, net of federal income tax impacts	2.00%	3.00%	2.00%	4.00%
Equity interest	1.00%	1.00%	1.00%	1.00%
Effects of ratemaking	0.00%	0.00%	0.00%	(2.00%)
Noncontrolling interest	(11.00%)	(10.00%)	(10.00%)	(10.00%)
Other	(1.00%)	0.00%	0.00%	0.00%
Effective income tax rate	12.00%	15.00%	14.00%	14.00%
EEGH | Cove Point LNG, LP
Schedule of Effective Income Tax Rate Reconciliation [Line Items]
Ownership interest			75.00%

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Income Taxes - EGTS (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Schedule of Effective Income Tax Rate Reconciliation [Line Items]
Federal statutory income tax rate	21.00%	21.00%	21.00%	21.00%
State income tax, net of federal income tax impacts	0.00%	(1.00%)	(2.00%)	0.00%
Other	0.00%	1.00%	0.00%	0.00%
Effective income tax rate	(24.00%)	5.00%	(21.00%)	(13.00%)
EGTS
Schedule of Effective Income Tax Rate Reconciliation [Line Items]
Federal statutory income tax rate	21.00%	21.00%	21.00%	21.00%
State income tax, net of federal income tax impacts	5.00%	7.00%	5.00%	6.00%
Allowance for funds used during construction-equity	(1.00%)	0.00%	0.00%	0.00%
Other	0.00%	0.00%	(1.00%)	0.00%
Effective income tax rate	25.00%	28.00%	25.00%	27.00%

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Employee Benefit Plans - BHE (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Other Postretirement Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 2	$ 4	$ 3	$ 6
Interest cost	7	5	14	10
Expected return on plan assets	(10)	(7)	(18)	(14)
Net amortization	0	(1)	(1)	(1)
Net periodic benefit (credit) cost	(1)	1	(2)	1
U.S. | Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Service cost	5	6	9	13
Interest cost	27	19	55	38
Expected return on plan assets	(31)	(27)	(62)	(54)
Settlement	0	0	(5)	2
Net amortization	3	5	7	9
Net periodic benefit (credit) cost	4	3	4	8
United Kingdom | Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Service cost	1	3	3	7
Interest cost	14	9	28	19
Expected return on plan assets	(21)	(23)	(40)	(48)
Net amortization	7	6	13	12
Net periodic benefit (credit) cost	$ 1	$ (5)	$ 4	$ (10)

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Employee Benefit Plans - BHE - Employer Contributions (Details) - 6 months ended Jun. 30, 2023 £ in Millions, $ in Millions	USD ($)	GBP (£)	GBP (£)
Other Postretirement Plans
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, expected contributions in current fiscal year	$ 7
Employer contributions	3
U.S. | Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, expected contributions in current fiscal year	13
Employer contributions	7
United Kingdom | Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, expected contributions in current fiscal year | £			£ 11
Employer contributions	$ 7	£ 6

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Employee Benefit Plans - PAC (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Other Postretirement Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 2	$ 4	$ 3	$ 6
Interest cost	7	5	14	10
Expected return on plan assets	(10)	(7)	(18)	(14)
Net amortization	0	(1)	(1)	(1)
Net periodic benefit (credit) cost	(1)	1	(2)	1
PAC | Other Postretirement Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost	1	1	1	1
Interest cost	2	2	5	4
Expected return on plan assets	(4)	(3)	(7)	(5)
Net amortization	0	0	(1)	0
Net periodic benefit (credit) cost	(1)	0	(2)	0
U.S. | Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Service cost	5	6	9	13
Interest cost	27	19	55	38
Expected return on plan assets	(31)	(27)	(62)	(54)
Net amortization	3	5	7	9
Net periodic benefit (credit) cost	4	3	4	8
U.S. | PAC | Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Interest cost	9	7	19	14
Expected return on plan assets	(12)	(11)	(24)	(21)
Net amortization	3	4	6	8
Net periodic benefit (credit) cost	$ 0	$ 0	$ 1	$ 1

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Employee Benefit Plans - PAC - Employer Contributions (Details) $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($)
Other Postretirement Plans
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, expected contributions in current fiscal year	$ 7
Employer contributions	3
PAC | Other Postretirement Plans
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, expected contributions in current fiscal year	0
U.S. | Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, expected contributions in current fiscal year	13
Employer contributions	7
U.S. | PAC | Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, expected contributions in current fiscal year	4
Employer contributions	$ 2

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Employee Benefit Plans - MEC (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Pension Plan | U.S.
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 5	$ 6	$ 9	$ 13
Interest cost	27	19	55	38
Expected return on plan assets	(31)	(27)	(62)	(54)
Settlement	0	0	(5)	2
Net amortization	3	5	7	9
Net periodic benefit (credit) cost	4	3	4	8
Pension Plan | U.S. | MEC
Defined Benefit Plan Disclosure [Line Items]
Service cost	3	4	6	9
Interest cost	8	5	16	10
Expected return on plan assets	(8)	(7)	(16)	(14)
Settlement	0	0	(5)	2
Net amortization	0	1	0	1
Net periodic benefit (credit) cost	3	3	1	8
Other Postretirement Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost	2	4	3	6
Interest cost	7	5	14	10
Expected return on plan assets	(10)	(7)	(18)	(14)
Net amortization	0	(1)	(1)	(1)
Net periodic benefit (credit) cost	(1)	1	(2)	1
Other Postretirement Plans | MEC
Defined Benefit Plan Disclosure [Line Items]
Service cost	1	2	2	4
Interest cost	3	2	6	4
Expected return on plan assets	(4)	(3)	(8)	(7)
Net amortization	0	(1)	0	(1)
Net periodic benefit (credit) cost	$ 0	$ 0	$ 0	$ 0

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Employee Benefit Plans - MEC - Employer Contributions (Details) $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($)
Other Postretirement Plans
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, expected contributions in current fiscal year	$ 7
Employer contributions	3
MEC | Other Postretirement Plans
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, expected contributions in current fiscal year	2
Employer contributions	1
U.S. | Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, expected contributions in current fiscal year	13
Employer contributions	7
U.S. | MEC | Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, expected contributions in current fiscal year	7
Employer contributions	$ 4

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Employee Benefit Plans - NPC (Details) - NPC - U.S. - NV Energy - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Other Assets | Other Postretirement Plans
Defined Benefit Plan Disclosure [Line Items]
Other non-current assets	$ 7	$ 7
Other Current Liabilities | Other Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Other current liabilities	(1)	(1)
Other Noncurrent Liabilities | Other Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Other long-term liabilities	(6)	(6)
Qualified Plan | Other Assets | Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Other non-current assets	$ 26	$ 27

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Employee Benefit Plans - SPPC (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Other Postretirement Plans
Defined Benefit Plan Disclosure [Line Items]
Employer contributions	$ 3
U.S. | Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Employer contributions	7
SPPC | U.S. | Other Postretirement Plans
Defined Benefit Plan Disclosure [Line Items]
Employer contributions	2
SPPC | U.S. | NV Energy | Other Current Liabilities | Other Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Other current liabilities	(1)	$ (1)
SPPC | U.S. | NV Energy | Other Noncurrent Liabilities | Other Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Other long-term liabilities	(5)	(5)
SPPC | U.S. | NV Energy | Other Noncurrent Liabilities | Other Postretirement Plans
Defined Benefit Plan Disclosure [Line Items]
Other long-term liabilities	0	(2)
SPPC | Qualified Plan | U.S. | NV Energy | Other Assets | Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Other non-current assets	$ 44	$ 43

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Employee Benefit Plans - EEGH (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
EEGH
Defined Benefit Plan Disclosure [Line Items]
Pension plan liability, noncurrent	$ 51		$ 51
Pension Plan | EEGH | MidAmerican Energy Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Employer contributions	4	$ 6
Other Postretirement Plans
Defined Benefit Plan Disclosure [Line Items]
Employer contributions	3
Other Postretirement Plans | EEGH | MidAmerican Energy Retiree Health and Welfare Plan
Defined Benefit Plan Disclosure [Line Items]
Employer contributions	$ 1	$ 1

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Employee Benefit Plans - EGTS (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Other Postretirement Plans
Defined Benefit Plan Disclosure [Line Items]
Employer contributions	$ 3
EGTS
Defined Benefit Plan Disclosure [Line Items]
Employee benefit plan liability, noncurrent	47		$ 47
EGTS | MidAmerican Energy Company Retirement Plan | Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Employer contributions	4	$ 5
EGTS | MidAmerican Energy Retiree Health and Welfare Plan | Other Postretirement Plans
Defined Benefit Plan Disclosure [Line Items]
Employer contributions	$ 1	$ 1

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Asset Retirement Obligations - BHE (Details) $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($)
MEC
Asset Retirement Obligations By Type [Line Items]
Asset retirement obligation, liability incurred	$ 88

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Asset Retirement Obligations - MEC (Details) $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($)
MEC
Asset Retirement Obligations By Type [Line Items]
Asset retirement obligation, liability incurred	$ 88

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Risk Management and Hedging Activities - PAC - Balance Sheet Location (Details) - PAC - Commodity derivatives - USD ($) $ in Millions	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Derivatives, Fair Value [Line Items]
Total	$ 9		$ 270
Cash collateral receivable (payable)	0		(78)
Total derivatives - net basis	9		192
Cash collateral payable, not offset			12
Derivative Contracts - Current Assets
Derivatives, Fair Value [Line Items]
Total	51		257
Cash collateral receivable (payable)	0		(73)
Total derivatives - net basis	51		184
Other Assets
Derivatives, Fair Value [Line Items]
Total	0		20
Cash collateral receivable (payable)	0		(5)
Total derivatives - net basis	0		15
Other Current Liabilities
Derivatives, Fair Value [Line Items]
Total	(30)		(5)
Cash collateral receivable (payable)	0		0
Total derivatives - net basis	(30)		(5)
Other Noncurrent Liabilities
Derivatives, Fair Value [Line Items]
Total	(12)		(2)
Cash collateral receivable (payable)	0		0
Total derivatives - net basis	(12)		(2)
Not Designated as Hedging
Derivatives, Fair Value [Line Items]
Derivative asset, gross	68		318
Derivative liability	(59)		(48)
Total	9		270
Net regulatory asset (liability) on derivative contracts	(9)	$ (109)	(270)	$ (223)	$ (195)	$ (53)
Not Designated as Hedging | Derivative Contracts - Current Assets
Derivatives, Fair Value [Line Items]
Derivative asset, gross	57		279
Derivative liability	(6)		(22)
Total	51		257
Not Designated as Hedging | Other Assets
Derivatives, Fair Value [Line Items]
Derivative asset, gross	0		27
Derivative liability	0		(7)
Total	0		20
Not Designated as Hedging | Other Current Liabilities
Derivatives, Fair Value [Line Items]
Derivative asset, gross	6		9
Derivative liability	(36)		(14)
Total	(30)		(5)
Not Designated as Hedging | Other Noncurrent Liabilities
Derivatives, Fair Value [Line Items]
Derivative asset, gross	5		3
Derivative liability	(17)		(5)
Total	$ (12)		$ (2)

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Risk Management and Hedging Activities - PAC - Not Designated as Hedging Contracts (Details) - PAC - Not Designated as Hedging - Commodity derivatives - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Regulatory Assets (Liabilities), Net, Unrealized Loss (Gain), Net, on Derivative Instruments [Roll Forward]
Beginning balance	$ (109)	$ (195)	$ (270)	$ (53)
Changes in fair value recognized in regulatory (liabilities) assets	102	(49)	92	(217)
Net losses reclassified to operating revenue	(2)	(8)	(8)	(11)
Net gains reclassified to energy costs	0	29	177	58
Ending balance	$ (9)	$ (223)	$ (9)	$ (223)

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Risk Management and Hedging Activities - PAC - Derivative Contract Volumes (Details) - PAC - Commodity derivatives MWh in Millions, Dth in Millions	Jun. 30, 2023 MWh Dth	Dec. 31, 2022 Dth MWh
Electricity purchases, net
Notional Amounts of Outstanding Derivative Positions [Line Items]
Nonmonetary notional amount | MWh	2	2
Natural gas purchases
Notional Amounts of Outstanding Derivative Positions [Line Items]
Nonmonetary notional amount | Dth	145	127

XML

Risk Management and Hedging Activities - PAC - Collateral and Contingent Features (Details) - PAC - Commodity derivatives - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Derivative [Line Items]
Derivative, net liability position, aggregate fair value	$ 58	$ 48
Collateral already posted, aggregate fair value	0	0
Additional collateral, aggregate fair value	$ 35	$ 3

XML

Risk Management and Hedging Activities - NPC - Balance Sheet Location (Details) - NPC - Commodity derivatives - Not Designated as Hedging - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Derivatives, Fair Value [Line Items]
Derivative asset, gross		$ 23
Derivative liability		(75)
Total	$ (126)	(52)
Net regulatory asset (liability) on derivative contracts	126	52
Other Current Assets
Derivatives, Fair Value [Line Items]
Derivative asset, gross		23
Derivative liability		0
Total	0	23
Derivative Contracts - Current Liabilities
Derivatives, Fair Value [Line Items]
Derivative asset, gross		0
Derivative liability		(51)
Total	(104)	(51)
Other Noncurrent Liabilities
Derivatives, Fair Value [Line Items]
Derivative asset, gross		0
Derivative liability		(24)
Total	$ (22)	$ (24)

XML

Risk Management and Hedging Activities - NPC - Derivative Contract Volumes (Details) - NPC - Commodity derivatives MWh in Millions, Dth in Millions	Jun. 30, 2023 MWh Dth	Dec. 31, 2022 MWh Dth
Electricity purchases (sales), net
Notional Amounts of Outstanding Derivative Positions [Line Items]
Nonmonetary notional amount | MWh	2	2
Natural gas purchases
Notional Amounts of Outstanding Derivative Positions [Line Items]
Nonmonetary notional amount | Dth	127	109

XML

Risk Management and Hedging Activities - NPC - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Commodity derivatives | NPC
Derivative [Line Items]
Derivative, net liability position, aggregate fair value	$ 9	$ 5

XML

Risk Management and Hedging Activities - SPPC - Balance Sheet Location (Details) - SPPC - Commodity derivatives - Not Designated as Hedging - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Derivatives, Fair Value [Line Items]
Derivative asset, gross		$ 8
Derivative liability		(21)
Total	$ (36)	(13)
Net regulatory asset (liability) on derivative contracts	36	13
Other Current Assets
Derivatives, Fair Value [Line Items]
Derivative asset, gross		8
Derivative liability		0
Total	0	8
Derivative Contracts - Current Liabilities
Derivatives, Fair Value [Line Items]
Derivative asset, gross		0
Derivative liability		(14)
Total	(31)	(14)
Other Noncurrent Liabilities
Derivatives, Fair Value [Line Items]
Derivative asset, gross		0
Derivative liability		(7)
Total	$ (5)	$ (7)

XML

Risk Management and Hedging Activities - SPPC - Derivative Contract Volumes (Details) - SPPC - Commodity derivatives MWh in Millions, Dth in Millions	Jun. 30, 2023 MWh Dth	Dec. 31, 2022 MWh Dth
Electricity purchases (sales), net
Notional Amounts of Outstanding Derivative Positions [Line Items]
Nonmonetary notional amount | MWh	1	1
Natural gas purchases
Notional Amounts of Outstanding Derivative Positions [Line Items]
Nonmonetary notional amount | Dth	56	52

XML

Risk Management and Hedging Activities -SPPC - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Commodity derivatives | SPPC
Derivative [Line Items]
Derivative, net liability position, aggregate fair value	$ 1	$ 0

XML

Fair Value Measurements - BHE (Details) - Recurring - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, offset	$ (58)	$ (194)
Assets, fair value	10,457	8,824
Derivative liability, offset	62	107
Derivative liability	(242)	(242)
Cash collateral receivable (payable)	4	(87)
Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	1,539	1,178
Mortgage loans held for sale
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mortgage loans held for sale	834	474
U.S. government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	3,902	2,146
International government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	1	1
Corporate obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	72	70
Municipal obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	3	3
Agency, asset and mortgage-backed obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	1	1
U.S. companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	405	360
International companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	3,138	3,771
Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	287	231
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	9,327	7,742
Derivative liability	(6)	(8)
Level 1 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	1,539	1,178
Level 1 | Mortgage loans held for sale
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mortgage loans held for sale	0	0
Level 1 | U.S. government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	3,902	2,146
Level 1 | International government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
Level 1 | Corporate obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
Level 1 | Municipal obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
Level 1 | Agency, asset and mortgage-backed obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
Level 1 | U.S. companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	405	360
Level 1 | International companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	3,138	3,771
Level 1 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	287	231
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	1,163	1,217
Derivative liability	(110)	(229)
Level 2 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
Level 2 | Mortgage loans held for sale
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mortgage loans held for sale	834	474
Level 2 | U.S. government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
Level 2 | International government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	1	1
Level 2 | Corporate obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	72	70
Level 2 | Municipal obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	3	3
Level 2 | Agency, asset and mortgage-backed obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	1	1
Level 2 | U.S. companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Level 2 | International companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Level 2 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	25	59
Derivative liability	(188)	(112)
Level 3 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
Level 3 | Mortgage loans held for sale
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mortgage loans held for sale	0	0
Level 3 | U.S. government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
Level 3 | International government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
Level 3 | Corporate obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
Level 3 | Municipal obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
Level 3 | Agency, asset and mortgage-backed obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
Level 3 | U.S. companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Level 3 | International companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Level 3 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Commodity derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, offset	(58)	(194)
Derivative asset	153	477
Derivative liability, offset	62	106
Derivative liability	(229)	(218)
Commodity derivatives | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	3	6
Derivative liability, gross	(6)	(8)
Commodity derivatives | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	195	614
Derivative liability, gross	(98)	(206)
Commodity derivatives | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	13	51
Derivative liability, gross	(187)	(110)
Foreign currency exchange rate derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	(11)	(21)
Foreign currency exchange rate derivatives | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, gross	0	0
Foreign currency exchange rate derivatives | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, gross	(11)	(21)
Foreign currency exchange rate derivatives | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, gross	0	0
Interest rate derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	122	112
Derivative liability, offset		1
Derivative liability	(2)	(3)
Interest rate derivatives | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	53	50
Derivative liability, gross	0	0
Interest rate derivatives | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	57	54
Derivative liability, gross	(1)	(2)
Interest rate derivatives | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	12	8
Derivative liability, gross	$ (1)	$ (2)

XML

Fair Value Measurements - BHE - Level 3 (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Commodity derivatives
Fair Value, Assets (Liabilities), Net, Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ (150)	$ (239)	$ (59)	$ (151)
Changes included in earnings	1	(26)	10	(82)
Changes in fair value recognized in OCI	0	5	(3)	10
Changes in fair value recognized in regulatory assets	(85)	1	(183)	(59)
Purchases		1		1
Settlements	60	11	61	34
Transfers out of Level 3 into Level 2		69		69
Ending balance	(174)	(178)	(174)	(178)
Interest rate derivatives
Fair Value, Assets (Liabilities), Net, Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	15	13	6	19
Changes included in earnings	(4)	8	5	2
Changes in fair value recognized in OCI	0	0	0	0
Changes in fair value recognized in regulatory assets	0	0	0	0
Purchases		0		0
Settlements	0	0	0	0
Transfers out of Level 3 into Level 2		0		0
Ending balance	$ 11	$ 21	$ 11	$ 21

XML

Fair Value Measurements - BHE - Debt (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 51,622	$ 51,635
Level 2 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 46,124	$ 46,906

XML

Fair Value Measurements - PAC (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, offset	$ (58)	$ (194)
Assets, fair value	10,457	8,824
Derivative liability, offset	62	107
Derivative liability	(242)	(242)
Cash collateral receivable (payable)	4	(87)
Recurring | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	1,539	1,178
Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	9,327	7,742
Derivative liability	(6)	(8)
Recurring | Level 1 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	1,539	1,178
Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	1,163	1,217
Derivative liability	(110)	(229)
Recurring | Level 2 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	25	59
Derivative liability	(188)	(112)
Recurring | Level 3 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
Commodity derivatives | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, offset	(58)	(194)
Derivative asset	153	477
Derivative liability, offset	62	106
Derivative liability	(229)	(218)
Commodity derivatives | Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	3	6
Derivative liability, gross	(6)	(8)
Commodity derivatives | Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	195	614
Derivative liability, gross	(98)	(206)
Commodity derivatives | Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	13	51
Derivative liability, gross	(187)	(110)
PAC | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	29	23
Assets, fair value	678	871
PAC | Recurring | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	598	649
PAC | Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	29	23
Assets, fair value	627	672
PAC | Recurring | Level 1 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	598	649
PAC | Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Assets, fair value	68	318
PAC | Recurring | Level 2 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
PAC | Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Assets, fair value	0	0
PAC | Recurring | Level 3 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
PAC | Commodity derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash collateral receivable (payable)	0	(78)
Cash collateral payable, not offset		12
PAC | Commodity derivatives | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, offset	(17)	(119)
Derivative asset	51	199
Derivative liability, offset	17	41
Derivative liability	(42)	(7)
Cash collateral receivable (payable)	0	(78)
Cash collateral payable, not offset		12
PAC | Commodity derivatives | Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	0	0
Derivative liability, gross	0	0
PAC | Commodity derivatives | Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	68	318
Derivative liability, gross	(59)	(48)
PAC | Commodity derivatives | Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	0	0
Derivative liability, gross	$ 0	$ 0

XML

Fair Value Measurements - PAC - Debt (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 51,622	$ 51,635
Level 2 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	46,124	46,906
PAC | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	10,549	9,666
PAC | Level 2 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 9,406	$ 9,045

XML

Fair Value Measurements - MEC (Details) - Recurring - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, offset	$ (58)	$ (194)
Assets, fair value	10,457	8,824
Derivative liability, offset	62	107
Cash collateral receivable (payable)	4	(87)
U.S. government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	3,902	2,146
International government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	1	1
Corporate obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	72	70
Municipal obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	3	3
Agency, asset and mortgage-backed obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	1	1
U.S. companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	405	360
International companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	3,138	3,771
Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	287	231
Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	1,539	1,178
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	9,327	7,742
Level 1 | U.S. government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	3,902	2,146
Level 1 | International government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
Level 1 | Corporate obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
Level 1 | Municipal obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
Level 1 | Agency, asset and mortgage-backed obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
Level 1 | U.S. companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	405	360
Level 1 | International companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	3,138	3,771
Level 1 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	287	231
Level 1 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	1,539	1,178
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	1,163	1,217
Level 2 | U.S. government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
Level 2 | International government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	1	1
Level 2 | Corporate obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	72	70
Level 2 | Municipal obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	3	3
Level 2 | Agency, asset and mortgage-backed obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	1	1
Level 2 | U.S. companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Level 2 | International companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Level 2 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Level 2 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	25	59
Level 3 | U.S. government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
Level 3 | International government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
Level 3 | Corporate obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
Level 3 | Municipal obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
Level 3 | Agency, asset and mortgage-backed obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
Level 3 | U.S. companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Level 3 | International companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Level 3 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Level 3 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
Commodity derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, offset	(58)	(194)
Derivative liability, offset	62	106
Commodity derivatives | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	3	6
Derivative liability	(6)	(8)
Commodity derivatives | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	195	614
Derivative liability	(98)	(206)
Commodity derivatives | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	13	51
Derivative liability	(187)	(110)
MEC
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	1,215	933
Cash collateral receivable (payable)	10	0
MEC | U.S. government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	233	215
MEC | International government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	1	1
MEC | Corporate obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	72	70
MEC | Municipal obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	3	3
MEC | Agency, asset and mortgage-backed obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	1	1
MEC | U.S. companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	405	360
MEC | International companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	9	8
MEC | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	22	16
MEC | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	460	225
MEC | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	1,131	825
MEC | Level 1 | U.S. government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	233	215
MEC | Level 1 | International government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
MEC | Level 1 | Corporate obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
MEC | Level 1 | Municipal obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
MEC | Level 1 | Agency, asset and mortgage-backed obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
MEC | Level 1 | U.S. companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	405	360
MEC | Level 1 | International companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	9	8
MEC | Level 1 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	22	16
MEC | Level 1 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	460	225
MEC | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	90	112
MEC | Level 2 | U.S. government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
MEC | Level 2 | International government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	1	1
MEC | Level 2 | Corporate obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	72	70
MEC | Level 2 | Municipal obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	3	3
MEC | Level 2 | Agency, asset and mortgage-backed obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	1	1
MEC | Level 2 | U.S. companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
MEC | Level 2 | International companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
MEC | Level 2 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0
MEC | Level 2 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
MEC | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	2	6
MEC | Level 3 | U.S. government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
MEC | Level 3 | International government obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
MEC | Level 3 | Corporate obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
MEC | Level 3 | Municipal obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
MEC | Level 3 | Agency, asset and mortgage-backed obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt securities	0	0
MEC | Level 3 | U.S. companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
MEC | Level 3 | International companies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
MEC | Level 3 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0
MEC | Level 3 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
MEC | Commodity derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	9	34
Derivative asset, offset	(8)	(10)
Derivative liability	(18)	(3)
Derivative liability, offset	18	10
MEC | Commodity derivatives | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	2	1
Derivative liability	0	0
MEC | Commodity derivatives | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	13	37
Derivative liability	(20)	(12)
MEC | Commodity derivatives | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	2	6
Derivative liability	$ (16)	$ (1)

XML

Fair Value Measurements - MEC - Level 3 (Details) - MEC - Commodity - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Fair Value, Assets (Liabilities), Net, Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ (5)	$ 4	$ 5	$ (5)
Changes in fair value recognized in regulatory assets	(14)	31	(27)	44
Settlements	5	(9)	8	(13)
Ending balance	$ (14)	$ 26	$ (14)	$ 26

XML

Fair Value Measurements - MEC - Debt (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 51,622	$ 51,635
Level 2 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	46,124	46,906
MEC | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	7,668	7,729
MEC | Level 2 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 6,810	$ 6,964

XML

Fair Value Measurements - LLC (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 51,622	$ 51,635
Level 2 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	46,124	46,906
MidAmerican Funding, LLC | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	7,908	7,969
MidAmerican Funding, LLC | Level 2 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 7,065	$ 7,219

XML

Fair Value Measurements - NPC (Details) - Recurring - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	$ 10,457	$ 8,824
Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	287	231
Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	1,539	1,178
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	9,327	7,742
Level 1 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	287	231
Level 1 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	1,539	1,178
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	1,163	1,217
Level 2 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Level 2 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	25	59
Level 3 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Level 3 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
Commodity derivatives | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	3	6
Derivative liability	(6)	(8)
Commodity derivatives | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	195	614
Derivative liability	(98)	(206)
Commodity derivatives | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	13	51
Derivative liability	(187)	(110)
NPC
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	51	60
NPC | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	3	3
NPC | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	48	34
NPC | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	51	37
NPC | Level 1 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	3	3
NPC | Level 1 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	48	34
NPC | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	0	0
NPC | Level 2 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
NPC | Level 2 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
NPC | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	0	23
NPC | Level 3 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
NPC | Level 3 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
NPC | Commodity derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross		23
Derivative liability	(126)	(75)
NPC | Commodity derivatives | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross		0
Derivative liability	0	0
NPC | Commodity derivatives | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross		0
Derivative liability	0	0
NPC | Commodity derivatives | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross		23
Derivative liability	$ (126)	$ (75)

XML

Fair Value Measurements - NPC - Level 3 (Details) - NPC - Commodity - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Fair Value, Assets (Liabilities), Net, Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ (116)	$ (168)	$ (52)	$ (113)
Changes in fair value recognized in regulatory assets	(54)	(21)	(119)	(77)
Settlements	44	14	45	15
Ending balance	$ (126)	$ (175)	$ (126)	$ (175)

XML

Fair Value Measurements - NPC - Debt (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 51,622	$ 51,635
Level 2 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	46,124	46,906
NPC | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	3,196	3,195
NPC | Level 2 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 3,086	$ 3,114

XML

Fair Value Measurements - SPPC (Details) - Recurring - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	$ 10,457	$ 8,824
Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	287	231
Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	1,539	1,178
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	9,327	7,742
Level 1 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	287	231
Level 1 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	1,539	1,178
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	1,163	1,217
Level 2 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Level 2 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	25	59
Level 3 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Level 3 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
Commodity derivatives | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	3	6
Derivative liability	(6)	(8)
Commodity derivatives | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	195	614
Derivative liability	(98)	(206)
Commodity derivatives | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross	13	51
Derivative liability	(187)	(110)
SPPC
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	37	58
SPPC | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	1	1
SPPC | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	36	49
SPPC | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	37	50
SPPC | Level 1 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	1	1
SPPC | Level 1 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	36	49
SPPC | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	0	0
SPPC | Level 2 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
SPPC | Level 2 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
SPPC | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	0	8
SPPC | Level 3 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
SPPC | Level 3 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
SPPC | Commodity derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross		8
Derivative liability	(36)	(21)
SPPC | Commodity derivatives | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross		0
Derivative liability	0	0
SPPC | Commodity derivatives | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross		0
Derivative liability	0	0
SPPC | Commodity derivatives | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset, gross		8
Derivative liability	$ (36)	$ (21)

XML

Fair Value Measurements - SPPC - Level 3 (Details) - Commodity - SPPC - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Fair Value, Assets (Liabilities), Net, Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ (33)	$ (52)	$ (13)	$ (33)
Changes in fair value recognized in regulatory assets	(17)	(7)	(37)	(26)
Settlements	14	5	14	5
Ending balance	$ (36)	$ (54)	$ (36)	$ (54)

XML

Fair Value Measurements - SPPC - Debt (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 51,622	$ 51,635
Level 2 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	46,124	46,906
SPPC | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	1,149	1,148
SPPC | Level 2 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 1,108	$ 1,111

XML

Fair Value Measurements - EEGH (Details) - Recurring - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	$ 10,457	$ 8,824
Derivative liability	(242)	(242)
Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	1,539	1,178
Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	287	231
EEGH
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	113	57
Total liabilities	(12)	(20)
EEGH | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	95	42
EEGH | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	18	14
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	9,327	7,742
Derivative liability	(6)	(8)
Level 1 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	1,539	1,178
Level 1 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	287	231
Level 1 | EEGH
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	113	56
Total liabilities	0	0
Level 1 | EEGH | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	95	42
Level 1 | EEGH | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	18	14
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	1,163	1,217
Derivative liability	(110)	(229)
Level 2 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
Level 2 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Level 2 | EEGH
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	0	1
Total liabilities	(12)	(20)
Level 2 | EEGH | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
Level 2 | EEGH | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	25	59
Derivative liability	(188)	(112)
Level 3 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
Level 3 | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Level 3 | EEGH
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	0	0
Total liabilities	0	0
Level 3 | EEGH | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
Level 3 | EEGH | Investment funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Commodity derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	153	477
Derivative liability	(229)	(218)
Commodity derivatives | EEGH
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset		1
Derivative liability	(1)
Commodity derivatives | Level 1 | EEGH
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset		0
Derivative liability	0
Commodity derivatives | Level 2 | EEGH
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset		1
Derivative liability	(1)
Commodity derivatives | Level 3 | EEGH
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset		0
Derivative liability	0
Foreign currency exchange rate derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	(11)	(21)
Foreign currency exchange rate derivatives | EEGH
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	(11)	(20)
Foreign currency exchange rate derivatives | Level 1 | EEGH
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	0	0
Foreign currency exchange rate derivatives | Level 2 | EEGH
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	(11)	(20)
Foreign currency exchange rate derivatives | Level 3 | EEGH
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	$ 0	$ 0

XML

Fair Value Measurements - EEGH - Debt (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 51,622	$ 51,635
Level 2 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	46,124	46,906
EEGH | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	3,648	3,892
EEGH | Level 2 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 3,295	$ 3,510

XML

Fair Value Measurements - EGTS (Details) - Recurring - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	$ 10,457	$ 8,824
Derivative liability	(242)	(242)
Commodity derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	153	477
Derivative liability	(229)	(218)
Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	1,539	1,178
EGTS
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	18	14
Assets, fair value	47	23
Total liabilities	(1)
EGTS | Commodity derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset		1
Derivative liability	(1)
EGTS | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	29	8
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	9,327	7,742
Derivative liability	(6)	(8)
Level 1 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	1,539	1,178
Level 1 | EGTS
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	18	14
Assets, fair value	47	22
Total liabilities	0
Level 1 | EGTS | Commodity derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset		0
Derivative liability	0
Level 1 | EGTS | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	29	8
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	1,163	1,217
Derivative liability	(110)	(229)
Level 2 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
Level 2 | EGTS
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Assets, fair value	0	1
Total liabilities	(1)
Level 2 | EGTS | Commodity derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset		1
Derivative liability	(1)
Level 2 | EGTS | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value	25	59
Derivative liability	(188)	(112)
Level 3 | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	0	0
Level 3 | EGTS
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	0	0
Assets, fair value	0	0
Total liabilities	0
Level 3 | EGTS | Commodity derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset		0
Derivative liability	0
Level 3 | EGTS | Money market mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market mutual funds	$ 0	$ 0

XML

Fair Value Measurements - EGTS - Debt (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 51,622	$ 51,635
Carrying Value | EGTS
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	1,583	1,582
Level 2 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	46,124	46,906
Level 2 | Fair Value | EGTS
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 1,354	$ 1,337

XML

Commitments and Contingencies - BHE - Narrative (Details) naturalGasProducer in Thousands, a in Thousands, $ in Millions	1 Months Ended			3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($) plaintiff wildfire dam	Apr. 30, 2023 plaintiff	Sep. 30, 2020 a naturalGasProducer	Jun. 30, 2023 USD ($) dam	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) dam	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
PAC | Lower Klamath Hydroelectric System
Long-Term Purchase Commitment [Line Items]
Number of dams | dam	3			3		3
Hydroelectric dam removal cost, total funding	$ 450			$ 450		$ 450
Dam removal cost collected						200
Additional dam removal costs, California bond measure						250
Hydroelectric dam removal cost, additional contingency funding	45			45		45
PAC | 2020 Wildfires
Long-Term Purchase Commitment [Line Items]
Number of acres burned | a			500
Number of structures destroyed | naturalGasProducer			2
Estimate of possible loss	1,018			1,018		1,018
Receivable, expected insurance recoveries	$ 379			379		379		$ 246
Probably loss in period				49	$ 64	408	$ 64
PAC | 2020 Wildfires | James case
Long-Term Purchase Commitment [Line Items]
Number of plaintiffs | plaintiff	17	17
Damages sought (over)	$ 7,000
Number of wildfires | wildfire	4
Damages awarded	$ 90
Multiplier	0.25
PAC | 2020 Wildfires | James case | Economic and property damages
Long-Term Purchase Commitment [Line Items]
Damages awarded	$ 4
PAC | 2020 Wildfires | James case | Noneconomic damages
Long-Term Purchase Commitment [Line Items]
Damages awarded	68
PAC | 2020 Wildfires | James case | Punitive damages
Long-Term Purchase Commitment [Line Items]
Damages awarded	18
PAC | 2022 McKinney Fire
Long-Term Purchase Commitment [Line Items]
Estimate of possible loss	31			31		31
Receivable, expected insurance recoveries	103			103		103
Construction commitment | PAC
Long-Term Purchase Commitment [Line Items]
Purchase obligation	1,200			1,200		1,200
Construction commitment | MEC
Long-Term Purchase Commitment [Line Items]
Purchase obligation	183			183		183
Fuel contracts | PAC
Long-Term Purchase Commitment [Line Items]
Purchase obligation	$ 425			$ 425		$ 425

XML

Commitments and Contingencies - BHE - Contingency Accrual (Details) - 2020 Wildfires - PAC - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Loss Contingency Accrual [Roll Forward]
Beginning balance	$ 824	$ 252	$ 424	$ 252
Accrued losses	141	225	541	225
Payments	(17)	0	(17)	0
Ending balance	$ 948	$ 477	$ 948	$ 477

XML

Commitments and Contingencies - PAC - Narrative (Details) - PAC naturalGasProducer in Thousands, a in Thousands, $ in Millions	1 Months Ended			3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($) plaintiff wildfire dam	Apr. 30, 2023 plaintiff	Sep. 30, 2020 a naturalGasProducer	Jun. 30, 2023 USD ($) dam	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) dam	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Construction commitment
Loss Contingencies [Line Items]
Purchase obligation	$ 1,200			$ 1,200		$ 1,200
Fuel contracts
Loss Contingencies [Line Items]
Purchase obligation	$ 425			$ 425		$ 425
Lower Klamath Hydroelectric System
Loss Contingencies [Line Items]
Number of dams | dam	3			3		3
Hydroelectric dam removal cost, total funding	$ 450			$ 450		$ 450
Dam removal cost collected						200
Additional dam removal costs, California bond measure						250
Hydroelectric dam removal cost, additional contingency funding	45			45		45
2020 Wildfires
Loss Contingencies [Line Items]
Number of acres burned | a			500
Number of structures destroyed | naturalGasProducer			2
Estimate of possible loss	1,018			1,018		1,018
Receivable, expected insurance recoveries	$ 379			379		379		$ 246
Probably loss in period				49	$ 64	408	$ 64
2020 Wildfires | James case
Loss Contingencies [Line Items]
Number of plaintiffs | plaintiff	17	17
Damages sought (over)	$ 7,000
Number of wildfires | wildfire	4
Damages awarded	$ 90
Multiplier	0.25
2020 Wildfires | James case | Economic and property damages
Loss Contingencies [Line Items]
Damages awarded	$ 4
2020 Wildfires | James case | Noneconomic damages
Loss Contingencies [Line Items]
Damages awarded	68
2020 Wildfires | James case | Punitive damages
Loss Contingencies [Line Items]
Damages awarded	18
2022 McKinney Fire
Loss Contingencies [Line Items]
Estimate of possible loss	31			31		31
Receivable, expected insurance recoveries	$ 103			$ 103		$ 103

XML

Commitments and Contingencies - PAC - Contingency Accrual (Details) - 2020 Wildfires - PAC - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Loss Contingency Accrual [Roll Forward]
Beginning balance	$ 824	$ 252	$ 424	$ 252
Accrued losses	141	225	541	225
Payments	(17)	0	(17)	0
Ending balance	$ 948	$ 477	$ 948	$ 477

XML

Commitments and Contingencies - MEC (Details) $ in Millions	Jun. 30, 2023 USD ($)
MEC | Construction commitment
Loss Contingencies [Line Items]
Purchase obligation	$ 183

XML

Revenue from Contracts with Customers - BHE (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Operating revenue	$ 6,229	$ 6,612	$ 12,575	$ 12,642
Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	4,791	4,745	10,094	9,464
Other revenue	142	195	310	299
Operating revenue	4,933	4,940	10,404	9,763
PAC
Disaggregation of Revenue [Line Items]
Operating revenue	1,327	1,314	2,811	2,611
PAC | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	1,316	1,295	2,796	2,587
Other revenue	11	19	15	24
Operating revenue	1,327	1,314	2,811	2,611
MidAmerican Funding
Disaggregation of Revenue [Line Items]
Operating revenue	759	897	1,679	1,902
MidAmerican Funding | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	725	862	1,629	1,849
Other revenue	34	35	50	53
Operating revenue	759	897	1,679	1,902
NV Energy
Disaggregation of Revenue [Line Items]
Operating revenue	1,119	899	2,118	1,592
NV Energy | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	1,114	893	2,108	1,581
Other revenue	5	6	10	11
Operating revenue	1,119	899	2,118	1,592
Northern Powergrid
Disaggregation of Revenue [Line Items]
Operating revenue	307	345	661	660
Northern Powergrid | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	277	316	603	600
Other revenue	29	29	57	60
Operating revenue	306	345	660	660
BHE Pipeline Group
Disaggregation of Revenue [Line Items]
Operating revenue	818	856	1,991	1,891
BHE Pipeline Group | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	811	809	1,957	1,833
Other revenue	7	47	34	58
Operating revenue	818	856	1,991	1,891
BHE Transmission
Disaggregation of Revenue [Line Items]
Operating revenue	192	183	397	366
BHE Transmission | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	196	187	401	370
Other revenue	(4)	(4)	(4)	(4)
Operating revenue	192	183	397	366
BHE Renewables | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	376	414	681	716
Other revenue	61	32	149	98
Operating revenue	437	446	830	814
BHE and Other
Disaggregation of Revenue [Line Items]
Operating revenue	(26)	(32)	(83)	(73)
BHE and Other | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	(24)	(31)	(81)	(72)
Other revenue	(1)	31	(1)	(1)
Operating revenue	(25)	0	(82)	(73)
Regulated | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	4,080	3,989	8,723	8,104
Regulated | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	2,844	2,591	5,532	4,847
Regulated | Retail gas
Disaggregation of Revenue [Line Items]
Total Customer Revenue	133	164	525	552
Regulated | Wholesale
Disaggregation of Revenue [Line Items]
Total Customer Revenue	89	187	280	423
Regulated | Transmission and distribution
Disaggregation of Revenue [Line Items]
Total Customer Revenue	476	522	992	1,031
Regulated | Interstate pipeline
Disaggregation of Revenue [Line Items]
Total Customer Revenue	515	497	1,337	1,201
Regulated | Other
Disaggregation of Revenue [Line Items]
Total Customer Revenue	23	28	57	50
Regulated | PAC | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	1,316	1,295	2,796	2,587
Regulated | PAC | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	1,232	1,167	2,581	2,352
Regulated | PAC | Retail gas
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | PAC | Wholesale
Disaggregation of Revenue [Line Items]
Total Customer Revenue	26	55	87	110
Regulated | PAC | Transmission and distribution
Disaggregation of Revenue [Line Items]
Total Customer Revenue	34	45	72	77
Regulated | PAC | Interstate pipeline
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | PAC | Other
Disaggregation of Revenue [Line Items]
Total Customer Revenue	24	28	56	48
Regulated | MidAmerican Funding | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	724	862	1,625	1,847
Regulated | MidAmerican Funding | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	569	594	1,060	1,066
Regulated | MidAmerican Funding | Retail gas
Disaggregation of Revenue [Line Items]
Total Customer Revenue	90	136	386	473
Regulated | MidAmerican Funding | Wholesale
Disaggregation of Revenue [Line Items]
Total Customer Revenue	52	119	152	280
Regulated | MidAmerican Funding | Transmission and distribution
Disaggregation of Revenue [Line Items]
Total Customer Revenue	13	13	27	28
Regulated | MidAmerican Funding | Interstate pipeline
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | MidAmerican Funding | Other
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | NV Energy | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	1,114	892	2,107	1,580
Regulated | NV Energy | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	1,043	831	1,891	1,430
Regulated | NV Energy | Retail gas
Disaggregation of Revenue [Line Items]
Total Customer Revenue	43	28	139	79
Regulated | NV Energy | Wholesale
Disaggregation of Revenue [Line Items]
Total Customer Revenue	9	15	40	35
Regulated | NV Energy | Transmission and distribution
Disaggregation of Revenue [Line Items]
Total Customer Revenue	19	18	37	35
Regulated | NV Energy | Interstate pipeline
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | NV Energy | Other
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	1
Regulated | Northern Powergrid | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	244	274	525	543
Regulated | Northern Powergrid | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | Northern Powergrid | Retail gas
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | Northern Powergrid | Wholesale
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | Northern Powergrid | Transmission and distribution
Disaggregation of Revenue [Line Items]
Total Customer Revenue	244	274	525	543
Regulated | Northern Powergrid | Interstate pipeline
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | Northern Powergrid | Other
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | BHE Pipeline Group | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	541	524	1,421	1,270
Regulated | BHE Pipeline Group | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | BHE Pipeline Group | Retail gas
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | BHE Pipeline Group | Wholesale
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | BHE Pipeline Group | Transmission and distribution
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | BHE Pipeline Group | Interstate pipeline
Disaggregation of Revenue [Line Items]
Total Customer Revenue	542	524	1,420	1,269
Regulated | BHE Pipeline Group | Other
Disaggregation of Revenue [Line Items]
Total Customer Revenue	(1)	0	1	1
Regulated | BHE Transmission | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	166	172	331	348
Regulated | BHE Transmission | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | BHE Transmission | Retail gas
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | BHE Transmission | Wholesale
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | BHE Transmission | Transmission and distribution
Disaggregation of Revenue [Line Items]
Total Customer Revenue	166	172	331	348
Regulated | BHE Transmission | Interstate pipeline
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | BHE Transmission | Other
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | BHE Renewables | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | BHE Renewables | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | BHE Renewables | Retail gas
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | BHE Renewables | Wholesale
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | BHE Renewables | Transmission and distribution
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | BHE Renewables | Interstate pipeline
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | BHE Renewables | Other
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | BHE and Other | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	(25)	(30)	(82)	(71)
Regulated | BHE and Other | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	(1)	0	(1)
Regulated | BHE and Other | Retail gas
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | BHE and Other | Wholesale
Disaggregation of Revenue [Line Items]
Total Customer Revenue	2	(2)	1	(2)
Regulated | BHE and Other | Transmission and distribution
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Regulated | BHE and Other | Interstate pipeline
Disaggregation of Revenue [Line Items]
Total Customer Revenue	(27)	(27)	(83)	(68)
Regulated | BHE and Other | Other
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Nonregulated | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	711	756	1,371	1,360
Nonregulated | PAC | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
Nonregulated | MidAmerican Funding | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	1	0	4	2
Nonregulated | NV Energy | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	1	1	1
Nonregulated | Northern Powergrid | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	33	42	78	57
Nonregulated | BHE Pipeline Group | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	270	285	536	563
Nonregulated | BHE Transmission | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	30	15	70	22
Nonregulated | BHE Renewables | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	376	414	681	716
Nonregulated | BHE and Other | Energy
Disaggregation of Revenue [Line Items]
Total Customer Revenue	$ 1	$ (1)	$ 1	$ (1)

XML

Revenue from Contracts with Customers - BHE - Real Estate Services (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Operating revenue	$ 6,229	$ 6,612	$ 12,575	$ 12,642
Real estate
Disaggregation of Revenue [Line Items]
Operating revenue	1,296	1,672	2,171	2,879
HomeServices
Disaggregation of Revenue [Line Items]
Operating revenue	1,296	1,672	2,171	2,879
HomeServices | Real estate
Disaggregation of Revenue [Line Items]
Total Customer Revenue	1,217	1,561	2,028	2,673
Other revenue	79	111	143	206
Operating revenue	1,296	1,672	2,171	2,879
HomeServices | Brokerage
Disaggregation of Revenue [Line Items]
Total Customer Revenue	1,202	1,544	2,001	2,636
HomeServices | Franchise
Disaggregation of Revenue [Line Items]
Total Customer Revenue	$ 15	$ 17	$ 27	$ 37

XML

Revenue from Contracts with Customers - BHE - Remaining Performance Obligation Total (Details) $ in Millions	Jun. 30, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 24,099
BHE Pipeline Group
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	23,771
BHE Transmission
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	328
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 3,335
Performance obligations expected to be satisfied, expected timing of satisfaction, period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | BHE Pipeline Group
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 3,007
Performance obligations expected to be satisfied, expected timing of satisfaction, period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | BHE Transmission
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 328
Performance obligations expected to be satisfied, expected timing of satisfaction, period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 20,764
Performance obligations expected to be satisfied, expected timing of satisfaction, period
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | BHE Pipeline Group
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 20,764
Performance obligations expected to be satisfied, expected timing of satisfaction, period
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | BHE Transmission
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 0
Performance obligations expected to be satisfied, expected timing of satisfaction, period

XML

Revenue from Contracts with Customers - PAC (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Operating revenue	$ 6,229	$ 6,612	$ 12,575	$ 12,642
Regulated | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	2,844	2,591	5,532	4,847
Regulated | Wholesale
Disaggregation of Revenue [Line Items]
Total Customer Revenue	89	187	280	423
Regulated | Transmission and distribution
Disaggregation of Revenue [Line Items]
Total Customer Revenue	476	522	992	1,031
Regulated | Other
Disaggregation of Revenue [Line Items]
Total Customer Revenue	23	28	57	50
PAC
Disaggregation of Revenue [Line Items]
Other revenue	11	19	15	24
Operating revenue	1,327	1,314	2,811	2,611
PAC | Regulated
Disaggregation of Revenue [Line Items]
Total Customer Revenue	1,316	1,295	2,796	2,587
PAC | Regulated | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	1,232	1,167	2,581	2,352
PAC | Regulated | Wholesale
Disaggregation of Revenue [Line Items]
Total Customer Revenue	26	55	87	110
PAC | Regulated | Transmission and distribution
Disaggregation of Revenue [Line Items]
Total Customer Revenue	34	45	72	77
PAC | Regulated | Other
Disaggregation of Revenue [Line Items]
Total Customer Revenue	24	28	56	48
PAC | Regulated | Residential | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	450	417	1,035	922
PAC | Regulated | Commercial | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	429	393	859	763
PAC | Regulated | Industrial | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	270	277	560	550
PAC | Regulated | Other retail | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	$ 83	$ 80	$ 127	$ 117

XML

Revenue from Contracts with Customers - MEC (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Operating revenue	$ 6,229	$ 6,612	$ 12,575	$ 12,642
MEC
Disaggregation of Revenue [Line Items]
Total Customer Revenue	725	862	1,629	1,849
Other revenue	34	35	50	53
Operating revenue	759	897	1,679	1,902
MEC | Other
Disaggregation of Revenue [Line Items]
Total Customer Revenue	1		4	2
Regulated | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	2,844	2,591	5,532	4,847
Regulated | Retail gas
Disaggregation of Revenue [Line Items]
Total Customer Revenue	133	164	525	552
Regulated | Wholesale
Disaggregation of Revenue [Line Items]
Total Customer Revenue	89	187	280	423
Regulated | Other
Disaggregation of Revenue [Line Items]
Total Customer Revenue	23	28	57	50
Regulated | MEC | Retail
Disaggregation of Revenue [Line Items]
Total Customer Revenue	659	730	1,446	1,539
Regulated | MEC | Retail | Residential
Disaggregation of Revenue [Line Items]
Total Customer Revenue	231	272	597	665
Regulated | MEC | Retail | Commercial
Disaggregation of Revenue [Line Items]
Total Customer Revenue	103	122	256	284
Regulated | MEC | Retail | Industrial
Disaggregation of Revenue [Line Items]
Total Customer Revenue	276	286	497	493
Regulated | MEC | Retail | Natural gas transportation services
Disaggregation of Revenue [Line Items]
Total Customer Revenue	10	9	23	23
Regulated | MEC | Retail | Other retail
Disaggregation of Revenue [Line Items]
Total Customer Revenue	39	41	73	74
Regulated | MEC | Wholesale
Disaggregation of Revenue [Line Items]
Total Customer Revenue	52	118	152	280
Regulated | MEC | Multi-value transmission projects | Multi-value transmission projects
Disaggregation of Revenue [Line Items]
Total Customer Revenue	13	13	27	28
Nonregulated | MEC | Other
Disaggregation of Revenue [Line Items]
Total Customer Revenue		1
Regulated electric | MEC
Disaggregation of Revenue [Line Items]
Operating revenue	661	725	1,252	1,333
Regulated electric | Regulated | MEC
Disaggregation of Revenue [Line Items]
Total Customer Revenue	627	691	1,203	1,282
Other revenue	34	34	49	51
Operating revenue	661	725	1,252	1,333
Regulated electric | Regulated | MEC | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	569	594	1,060	1,066
Regulated electric | Regulated | MEC | Retail electric | Residential
Disaggregation of Revenue [Line Items]
Total Customer Revenue	173	185	340	353
Regulated electric | Regulated | MEC | Retail electric | Commercial
Disaggregation of Revenue [Line Items]
Total Customer Revenue	86	91	161	165
Regulated electric | Regulated | MEC | Retail electric | Industrial
Disaggregation of Revenue [Line Items]
Total Customer Revenue	272	277	486	475
Regulated electric | Regulated | MEC | Retail electric | Other retail
Disaggregation of Revenue [Line Items]
Total Customer Revenue	38	41	73	73
Regulated electric | Regulated | MEC | Wholesale
Disaggregation of Revenue [Line Items]
Total Customer Revenue	45	84	116	188
Regulated electric | Regulated | MEC | Multi-value transmission projects | Multi-value transmission projects
Disaggregation of Revenue [Line Items]
Total Customer Revenue	13	13	27	28
Regulated natural gas | MEC
Disaggregation of Revenue [Line Items]
Operating revenue	97	171	423	567
Regulated natural gas | Regulated | MEC
Disaggregation of Revenue [Line Items]
Total Customer Revenue	97	170	422	565
Other revenue	0	1	1	2
Operating revenue	97	171	423	567
Regulated natural gas | Regulated | MEC | Retail gas
Disaggregation of Revenue [Line Items]
Total Customer Revenue	90	136	386	473
Regulated natural gas | Regulated | MEC | Retail gas | Residential
Disaggregation of Revenue [Line Items]
Total Customer Revenue	58	87	257	312
Regulated natural gas | Regulated | MEC | Retail gas | Commercial
Disaggregation of Revenue [Line Items]
Total Customer Revenue	17	31	95	119
Regulated natural gas | Regulated | MEC | Retail gas | Industrial
Disaggregation of Revenue [Line Items]
Total Customer Revenue	4	9	11	18
Regulated natural gas | Regulated | MEC | Retail gas | Natural gas transportation services
Disaggregation of Revenue [Line Items]
Total Customer Revenue	10	9	23	23
Regulated natural gas | Regulated | MEC | Retail gas | Other retail
Disaggregation of Revenue [Line Items]
Total Customer Revenue	1	0	0	1
Regulated natural gas | Regulated | MEC | Wholesale
Disaggregation of Revenue [Line Items]
Total Customer Revenue	7	34	36	92
Other | MEC
Disaggregation of Revenue [Line Items]
Operating revenue	1	1	4	2
Other | Nonregulated | MEC
Disaggregation of Revenue [Line Items]
Total Customer Revenue	1	1	4	2
Other revenue	0	0	0	0
Operating revenue	1	1	4	2
Other | Nonregulated | MEC | Other
Disaggregation of Revenue [Line Items]
Total Customer Revenue	$ 1	$ 1	$ 4	$ 2

XML

Revenue from Contracts with Customers - NPC (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Operating revenue	$ 6,229	$ 6,612	$ 12,575	$ 12,642
Regulated | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	2,844	2,591	5,532	4,847
NPC
Disaggregation of Revenue [Line Items]
Other revenue	4	5	9	11
Operating revenue	781	639	1,380	1,054
NPC | Regulated
Disaggregation of Revenue [Line Items]
Total Customer Revenue	777	634	1,371	1,043
NPC | Regulated | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	762	616	1,338	1,009
NPC | Regulated | Wholesale, transmission and other
Disaggregation of Revenue [Line Items]
Total Customer Revenue	15	18	33	34
NPC | Customer Revenue | Regulated | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	758	611	1,331	999
NPC | Customer Revenue | Regulated | Retail electric | Residential
Disaggregation of Revenue [Line Items]
Total Customer Revenue	404	353	697	566
NPC | Customer Revenue | Regulated | Retail electric | Commercial
Disaggregation of Revenue [Line Items]
Total Customer Revenue	177	131	313	226
NPC | Customer Revenue | Regulated | Retail electric | Industrial
Disaggregation of Revenue [Line Items]
Total Customer Revenue	173	124	311	203
NPC | Customer Revenue | Regulated | Retail electric | Other retail
Disaggregation of Revenue [Line Items]
Total Customer Revenue	4	3	10	4
NPC | Distribution only service | Regulated | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	$ 4	$ 5	$ 7	$ 10

XML

Revenue from Contracts with Customers - SPPC (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Operating revenue	$ 6,229	$ 6,612	$ 12,575	$ 12,642
Regulated | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	2,844	2,591	5,532	4,847
Regulated | Retail gas
Disaggregation of Revenue [Line Items]
Total Customer Revenue	133	164	525	552
SPPC
Disaggregation of Revenue [Line Items]
Other revenue	1	0	1	2
Operating revenue	337	258	737	537
SPPC | Regulated electric
Disaggregation of Revenue [Line Items]
Other revenue	0	0	0	1
Operating revenue	293	230	597	457
SPPC | Regulated natural gas
Disaggregation of Revenue [Line Items]
Other revenue	1	0	1	1
Operating revenue	44	28	140	80
SPPC | Regulated
Disaggregation of Revenue [Line Items]
Total Customer Revenue	336	258	736	535
SPPC | Regulated | Wholesale, transmission and other
Disaggregation of Revenue [Line Items]
Total Customer Revenue	12	14	44	35
SPPC | Regulated | Regulated electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	293	230	597	456
SPPC | Regulated | Regulated electric | Wholesale, transmission and other
Disaggregation of Revenue [Line Items]
Total Customer Revenue	12	14	44	35
SPPC | Regulated | Regulated natural gas
Disaggregation of Revenue [Line Items]
Total Customer Revenue	43	28	139	79
SPPC | Regulated | Regulated natural gas | Wholesale, transmission and other
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
SPPC | Regulated | Total retail
Disaggregation of Revenue [Line Items]
Total Customer Revenue	324	244	692	500
SPPC | Regulated | Total retail | Regulated electric | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	281	216	553	421
SPPC | Regulated | Total retail | Regulated natural gas | Retail gas
Disaggregation of Revenue [Line Items]
Total Customer Revenue	43	28	139	79
SPPC | Regulated | Customer Revenue
Disaggregation of Revenue [Line Items]
Total Customer Revenue	323	243	690	497
SPPC | Regulated | Customer Revenue | Residential
Disaggregation of Revenue [Line Items]
Total Customer Revenue	120	98	295	213
SPPC | Regulated | Customer Revenue | Commercial
Disaggregation of Revenue [Line Items]
Total Customer Revenue	114	88	232	172
SPPC | Regulated | Customer Revenue | Industrial
Disaggregation of Revenue [Line Items]
Total Customer Revenue	88	56	160	109
SPPC | Regulated | Customer Revenue | Other retail
Disaggregation of Revenue [Line Items]
Total Customer Revenue	1	1	3	3
SPPC | Regulated | Customer Revenue | Regulated electric | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	280	215	551	418
SPPC | Regulated | Customer Revenue | Regulated electric | Retail electric | Residential
Disaggregation of Revenue [Line Items]
Total Customer Revenue	95	79	210	162
SPPC | Regulated | Customer Revenue | Regulated electric | Retail electric | Commercial
Disaggregation of Revenue [Line Items]
Total Customer Revenue	102	82	193	151
SPPC | Regulated | Customer Revenue | Regulated electric | Retail electric | Industrial
Disaggregation of Revenue [Line Items]
Total Customer Revenue	82	53	145	102
SPPC | Regulated | Customer Revenue | Regulated electric | Retail electric | Other retail
Disaggregation of Revenue [Line Items]
Total Customer Revenue	1	1	3	3
SPPC | Regulated | Customer Revenue | Regulated natural gas | Retail gas
Disaggregation of Revenue [Line Items]
Total Customer Revenue	43	28	139	79
SPPC | Regulated | Customer Revenue | Regulated natural gas | Retail gas | Residential
Disaggregation of Revenue [Line Items]
Total Customer Revenue	25	19	85	51
SPPC | Regulated | Customer Revenue | Regulated natural gas | Retail gas | Commercial
Disaggregation of Revenue [Line Items]
Total Customer Revenue	12	6	39	21
SPPC | Regulated | Customer Revenue | Regulated natural gas | Retail gas | Industrial
Disaggregation of Revenue [Line Items]
Total Customer Revenue	6	3	15	7
SPPC | Regulated | Customer Revenue | Regulated natural gas | Retail gas | Other retail
Disaggregation of Revenue [Line Items]
Total Customer Revenue	0	0	0	0
SPPC | Regulated | Distribution only service
Disaggregation of Revenue [Line Items]
Total Customer Revenue	1	1	2	3
SPPC | Regulated | Distribution only service | Regulated electric | Retail electric
Disaggregation of Revenue [Line Items]
Total Customer Revenue	1	1	2	3
SPPC | Regulated | Distribution only service | Regulated natural gas | Retail gas
Disaggregation of Revenue [Line Items]
Total Customer Revenue	$ 0	$ 0	$ 0	$ 0

XML

Revenue from Contracts with Customers - EEGH (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Revenue from External Customer [Line Items]
Operating revenue	$ 6,229	$ 6,612	$ 12,575	$ 12,642
EEGH
Revenue from External Customer [Line Items]
Total Customer Revenue	519	502	1,070	990
Other revenue	2	2	4	(4)
Operating revenue	521	504	1,074	986
Contract liability	35		35		$ 80
Contract liability, revenue recognized			49
Regulated | EEGH
Revenue from External Customer [Line Items]
Total Customer Revenue	293	286	627	571
Nonregulated | EEGH
Revenue from External Customer [Line Items]
Total Customer Revenue	226	216	443	419
Gas transmission and storage | Regulated
Revenue from External Customer [Line Items]
Total Customer Revenue	133	164	525	552
Gas transmission and storage | Regulated | EEGH
Revenue from External Customer [Line Items]
Total Customer Revenue	294	286	626	571
Other | Regulated
Revenue from External Customer [Line Items]
Total Customer Revenue	23	28	57	50
Other | Regulated | EEGH
Revenue from External Customer [Line Items]
Total Customer Revenue	$ (1)	$ 0	$ 1	$ 0

XML

Revenue from Contracts with Customers - EEGH - Remaining Performance Obligation (Details) $ in Millions	Jun. 30, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 24,099
EEGH
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	16,794
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 3,335
Performance obligations expected to be satisfied, expected timing of satisfaction, period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | EEGH
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 1,662
Performance obligations expected to be satisfied, expected timing of satisfaction, period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 20,764
Performance obligations expected to be satisfied, expected timing of satisfaction, period
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | EEGH
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 15,132
Performance obligations expected to be satisfied, expected timing of satisfaction, period

XML

Revenue from Contracts with Customers - EGTS (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue from External Customer [Line Items]
Operating revenue	$ 6,229	$ 6,612	$ 12,575	$ 12,642
EGTS
Revenue from External Customer [Line Items]
Total Customer Revenue	234	233	511	463
Other revenue	2	1	3	(6)
Operating revenue	236	234	514	457
Regulated | EGTS
Revenue from External Customer [Line Items]
Total Customer Revenue	219	214	479	426
Nonregulated | EGTS
Revenue from External Customer [Line Items]
Total Customer Revenue	15	19	32	37
Gas transmission | Regulated | EGTS
Revenue from External Customer [Line Items]
Total Customer Revenue	151	145	342	310
Gas storage | Regulated | EGTS
Revenue from External Customer [Line Items]
Total Customer Revenue	70	69	137	116
Other | Regulated
Revenue from External Customer [Line Items]
Total Customer Revenue	23	28	57	50
Other | Regulated | EGTS
Revenue from External Customer [Line Items]
Total Customer Revenue	$ (2)	$ 0	$ 0	$ 0

XML

Revenue from Contracts with Customers - EGTS - Remaining Performance Obligation (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 24,099		$ 24,099
Operating revenue	6,229	$ 6,612	12,575	$ 12,642
Other | Regulated
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total Customer Revenue	23	28	57	50
EGTS
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	4,096		4,096
Total Customer Revenue	234	233	511	463
Other revenue	2	1	3	(6)
Operating revenue	236	234	514	457
EGTS | Regulated
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total Customer Revenue	219	214	479	426
EGTS | Nonregulated
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total Customer Revenue	15	19	32	37
EGTS | Gas transmission | Regulated
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total Customer Revenue	151	145	342	310
EGTS | Gas storage | Regulated
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total Customer Revenue	70	69	137	116
EGTS | Other | Regulated
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total Customer Revenue	(2)	$ 0	0	$ 0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 3,335		$ 3,335
Performance obligations expected to be satisfied, expected timing of satisfaction, period	12 months		12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | EGTS
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 757		$ 757
Performance obligations expected to be satisfied, expected timing of satisfaction, period	12 months		12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 20,764		$ 20,764
Performance obligations expected to be satisfied, expected timing of satisfaction, period
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | EGTS
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 3,339		$ 3,339
Performance obligations expected to be satisfied, expected timing of satisfaction, period

XML

Shareholder's Equity - MEC (Details) - USD ($) $ in Millions	1 Months Ended	6 Months Ended
	Jan. 31, 2023	Jun. 30, 2023	Jun. 30, 2022
MEC
Class of Stock [Line Items]
Dividends paid	$ 100	$ 100	$ 0

XML

Member's Equity - MidAmerican Funding (Details) $ in Millions	1 Months Ended
	Jan. 31, 2023 USD ($)
MidAmerican Funding, LLC
Class of Stock [Line Items]
Distribution paid to parent	$ 100

XML

Components of Accumulated Other Comprehensive Loss, Net - BHE (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance	$ 51,651	$ 50,424	$ 50,639	$ 50,589
Other comprehensive income (loss)	264	(430)	304	(448)
Balance	52,960	51,191	52,960	51,191
Accumulated Other Comprehensive (Loss) Income, Net
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance	(2,109)	(1,358)	(2,149)	(1,340)
Other comprehensive income (loss)	264	(430)	304	(448)
Balance	(1,845)	(1,788)	(1,845)	(1,788)
Unrecognized Amounts on Retirement Benefits
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance			(390)	(318)
Other comprehensive income (loss)			(11)	40
Balance	(401)	(278)	(401)	(278)
Foreign Currency Translation Adjustment
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance			(1,896)	(1,086)
Other comprehensive income (loss)			331	(591)
Balance	(1,565)	(1,677)	(1,565)	(1,677)
Unrealized Losses on Cash Flow Hedges
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance			135	59
Other comprehensive income (loss)			(16)	103
Balance	119	162	119	162
Noncontrolling Interest
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance			(2)	(5)
Other comprehensive income (loss)			0	0
Balance	$ (2)	$ (5)	$ (2)	$ (5)

XML

Components of Accumulated Other Comprehensive Loss, Net - EEGH (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance	$ 51,651	$ 50,424	$ 50,639	$ 50,589
Other comprehensive income (loss)	264	(430)	304	(448)
Balance	52,960	51,191	52,960	51,191
EEGH
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance	8,005	7,590	7,888	7,494
Other comprehensive income (loss)	7	(1)	4	4
Balance	8,044	7,717	8,044	7,717
Accumulated Other Comprehensive (Loss) Income, Net
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance	(2,109)	(1,358)	(2,149)	(1,340)
Other comprehensive income (loss)	264	(430)	304	(448)
Balance	(1,845)	(1,788)	(1,845)	(1,788)
Accumulated Other Comprehensive (Loss) Income, Net | EEGH
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance	(45)	(38)	(42)	(43)
Other comprehensive income (loss)	7	(1)	4	4
Balance	(38)	(39)	(38)	(39)
Unrecognized Amounts on Retirement Benefits
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance			(390)	(318)
Other comprehensive income (loss)			(11)	40
Balance	(401)	(278)	(401)	(278)
Unrecognized Amounts on Retirement Benefits | EEGH
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance			(1)	(6)
Other comprehensive income (loss)			(1)	1
Balance	(2)	(5)	(2)	(5)
Unrealized Losses on Cash Flow Hedges
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance			135	59
Other comprehensive income (loss)			(16)	103
Balance	119	162	119	162
Unrealized Losses on Cash Flow Hedges | EEGH
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance			(43)	(42)
Other comprehensive income (loss)			5	3
Balance	(38)	(39)	(38)	(39)
Noncontrolling Interest
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance			(2)	(5)
Other comprehensive income (loss)			0	0
Balance	(2)	(5)	(2)	(5)
Noncontrolling Interest | EEGH
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance			(2)	(5)
Other comprehensive income (loss)			0	0
Balance	$ (2)	$ (5)	$ (2)	$ (5)

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Segment Information - BHE (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Segment Reporting Information [Line Items]
Operating revenue	$ 6,229	$ 6,612	$ 12,575	$ 12,642
Depreciation and amortization	982	1,059	2,045	2,081
Operating income (loss)	1,046	1,207	1,713	2,443
Interest expense	599	550	1,185	1,082
Capitalized interest	33	18	57	35
Allowance for equity funds	61	42	110	80
Interest and dividend income	127	30	213	53
Gains on marketable securities, net	303	2,528	1,002	1,271
Other, net	78	(26)	118	(21)
Income (loss) before income tax expense (benefit) and equity income (loss)	1,049	3,249	2,028	2,779
Total earnings on common shares	1,066	2,884	2,047	2,739
Assets	137,751		137,751		$ 133,840
PAC
Segment Reporting Information [Line Items]
Operating revenue	1,327	1,314	2,811	2,611
Depreciation and amortization	279	279	558	559
Operating income (loss)	131	158	(36)	374
Interest expense	134	107	258	213
Total earnings on common shares	107	83	(13)	213
Assets	31,700		31,700		30,559
MidAmerican Funding
Segment Reporting Information [Line Items]
Operating revenue	759	897	1,679	1,902
Depreciation and amortization	226	277	460	527
Operating income (loss)	118	90	206	190
Interest expense	85	83	169	165
Total earnings on common shares	233	204	482	445
Assets	26,241		26,241		26,077
NV Energy
Segment Reporting Information [Line Items]
Operating revenue	1,119	899	2,118	1,592
Depreciation and amortization	153	139	305	279
Operating income (loss)	117	140	174	202
Interest expense	64	52	127	103
Total earnings on common shares	90	93	124	122
Assets	17,495		17,495		16,676
Northern Powergrid
Segment Reporting Information [Line Items]
Operating revenue	307	345	661	660
Depreciation and amortization	85	100	170	180
Operating income (loss)	121	110	267	269
Interest expense	30	34	60	66
Total earnings on common shares	96	71	107	182
Assets	9,531		9,531		9,005
BHE Pipeline Group
Segment Reporting Information [Line Items]
Operating revenue	818	856	1,991	1,891
Depreciation and amortization	95	125	267	256
Operating income (loss)	368	352	952	890
Interest expense	39	36	78	73
Total earnings on common shares	187	199	556	521
Assets	20,937		20,937		21,005
BHE Transmission
Segment Reporting Information [Line Items]
Operating revenue	192	183	397	366
Depreciation and amortization	65	60	126	118
Operating income (loss)	76	84	164	167
Interest expense	38	38	75	76
Total earnings on common shares	58	62	122	124
Assets	9,599		9,599		9,334
BHE Renewables
Segment Reporting Information [Line Items]
Operating revenue	437	478	830	814
Depreciation and amortization	67	65	133	131
Operating income (loss)	89	155	20	209
Interest expense	43	45	88	87
Total earnings on common shares	206	264	285	409
Assets	11,295		11,295		12,632
HomeServices
Segment Reporting Information [Line Items]
Operating revenue	1,296	1,672	2,171	2,879
Depreciation and amortization	12	14	25	29
Operating income (loss)	46	117	1	145
Interest expense	4	2	8	3
Total earnings on common shares	34	84	0	105
Assets	3,795		3,795		3,436
BHE and Other
Segment Reporting Information [Line Items]
Operating revenue	(26)	(32)	(83)	(73)
Depreciation and amortization	0	0	1	2
Operating income (loss)	(20)	1	(35)	(3)
Interest expense	162	153	322	296
Total earnings on common shares	55	1,824	384	618
Assets	7,158		7,158		$ 5,116
U.S.
Segment Reporting Information [Line Items]
Operating revenue	5,749	6,087	11,564	11,621
Income (loss) before income tax expense (benefit) and equity income (loss)	914	3,117	1,733	2,463
United Kingdom
Segment Reporting Information [Line Items]
Operating revenue	295	345	628	660
Income (loss) before income tax expense (benefit) and equity income (loss)	93	87	206	226
Canada
Segment Reporting Information [Line Items]
Operating revenue	173	180	350	361
Income (loss) before income tax expense (benefit) and equity income (loss)	44	46	87	92
Australia
Segment Reporting Information [Line Items]
Operating revenue	12	0	33	0
Income (loss) before income tax expense (benefit) and equity income (loss)	(3)	1	2	1
Other
Segment Reporting Information [Line Items]
Income (loss) before income tax expense (benefit) and equity income (loss)	$ 1	$ (2)	$ 0	$ (3)

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Segment Information - BHE - Goodwill (Details) $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 11,489
Acquisitions	1
Foreign currency translation	63
Other	(7)
Ending balance	11,546
PAC
Goodwill [Roll Forward]
Beginning balance	1,129
Acquisitions	0
Foreign currency translation	0
Other	0
Ending balance	1,129
MidAmerican Funding
Goodwill [Roll Forward]
Beginning balance	2,102
Acquisitions	0
Foreign currency translation	0
Other	0
Ending balance	2,102
NV Energy
Goodwill [Roll Forward]
Beginning balance	2,369
Acquisitions	0
Foreign currency translation	0
Other	0
Ending balance	2,369
Northern Powergrid
Goodwill [Roll Forward]
Beginning balance	917
Acquisitions	0
Foreign currency translation	32
Other	0
Ending balance	949
BHE Pipeline Group
Goodwill [Roll Forward]
Beginning balance	1,814
Acquisitions	0
Foreign currency translation	0
Other	0
Ending balance	1,814
BHE Transmission
Goodwill [Roll Forward]
Beginning balance	1,461
Acquisitions	0
Foreign currency translation	31
Other	0
Ending balance	1,492
BHE Renewables
Goodwill [Roll Forward]
Beginning balance	95
Acquisitions	0
Foreign currency translation	0
Other	0
Ending balance	95
HomeServices
Goodwill [Roll Forward]
Beginning balance	1,602
Acquisitions	1
Foreign currency translation	0
Other	(7)
Ending balance	$ 1,596

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Segment Information - MEC (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) reportableSegment operatingSegment	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | operatingSegment			8
Operating revenue	$ 6,229	$ 6,612	$ 12,575	$ 12,642
Operating income (loss)	1,046	1,207	1,713	2,443
Interest expense	(599)	(550)	(1,185)	(1,082)
Allowance for equity funds	61	42	110	80
Other, net	78	(26)	118	(21)
Income (loss) before income tax expense (benefit) and equity income (loss)	1,049	3,249	2,028	2,779
Assets	137,751		$ 137,751		$ 133,840
MEC
Segment Reporting Information [Line Items]
Number of reportable segments | reportableSegment			2
Operating revenue	759	897	$ 1,679	1,902
Operating income (loss)	118	90	206	190
Interest expense	(81)	(78)	(161)	(156)
Allowance for borrowed funds	4	5	8	9
Allowance for equity funds	13	14	24	29
Other, net	15	(12)	31	(15)
Income (loss) before income tax expense (benefit) and equity income (loss)	69	19	108	57
Assets	24,143		24,143		23,978
MEC | Regulated electric
Segment Reporting Information [Line Items]
Operating revenue	661	725	1,252	1,333
Operating income (loss)	120	87	170	138
Assets	22,425		22,425		22,092
MEC | Regulated natural gas
Segment Reporting Information [Line Items]
Operating revenue	97	171	423	567
Operating income (loss)	(2)	3	36	52
Assets	1,717		1,717		1,885
MEC | Other
Segment Reporting Information [Line Items]
Operating revenue	1	$ 1	4	$ 2
Assets	$ 1		$ 1		$ 1

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Segment Information - LLC (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) operatingSegment reportableSegment	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | operatingSegment			8
Operating revenue	$ 6,229	$ 6,612	$ 12,575	$ 12,642
Operating income (loss)	1,046	1,207	1,713	2,443
Interest expense	(599)	(550)	(1,185)	(1,082)
Allowance for equity funds	61	42	110	80
Other, net	78	(26)	118	(21)
Income (loss) before income tax expense (benefit) and equity income (loss)	1,049	3,249	2,028	2,779
Assets	137,751		$ 137,751		$ 133,840
MidAmerican Funding, LLC
Segment Reporting Information [Line Items]
Number of reportable segments | reportableSegment			2
Operating revenue	759	897	$ 1,679	1,902
Operating income (loss)	118	90	206	190
Interest expense	(85)	(83)	(169)	(165)
Allowance for borrowed funds	4	5	8	9
Allowance for equity funds	13	14	24	29
Other, net	15	(10)	43	(14)
Income (loss) before income tax expense (benefit) and equity income (loss)	65	16	112	49
Assets	25,425		25,425		25,254
MidAmerican Funding, LLC | Regulated electric
Segment Reporting Information [Line Items]
Operating revenue	661	725	1,252	1,333
Operating income (loss)	120	87	170	138
Assets	23,616		23,616		23,283
MidAmerican Funding, LLC | Regulated natural gas
Segment Reporting Information [Line Items]
Operating revenue	97	171	423	567
Operating income (loss)	(2)	3	36	52
Assets	1,796		1,796		1,963
MidAmerican Funding, LLC | Other
Segment Reporting Information [Line Items]
Operating revenue	1	$ 1	4	$ 2
Assets	$ 13		$ 13		$ 8

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Segment Information - SPPC (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) reportableSegment operatingSegment	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | operatingSegment			8
Operating revenue	$ 6,229	$ 6,612	$ 12,575	$ 12,642
Operating income (loss)	1,046	1,207	1,713	2,443
Interest expense	(599)	(550)	(1,185)	(1,082)
Allowance for equity funds	61	42	110	80
Interest and dividend income	127	30	213	53
Other, net	78	(26)	118	(21)
Income (loss) before income tax expense (benefit) and equity income (loss)	1,049	3,249	2,028	2,779
Assets	137,751		$ 137,751		$ 133,840
SPPC
Segment Reporting Information [Line Items]
Number of reportable segments | reportableSegment			2
Operating revenue	337	258	$ 737	537
Operating income (loss)	26	23	61	61
Interest expense	(15)	(14)	(31)	(27)
Capitalized interest	3	0	5	1
Allowance for equity funds	3	2	5	4
Interest and dividend income	5	4	12	7
Other, net	1	0	2	2
Income (loss) before income tax expense (benefit) and equity income (loss)	23	15	54	48
Assets	4,684		4,684		4,732
SPPC | Regulated electric
Segment Reporting Information [Line Items]
Regulated electric	293	230	597	457
Operating revenue	293	230	597	457
Operating income (loss)	23	19	48	49
Assets	4,182		4,182		4,224
SPPC | Regulated natural gas
Segment Reporting Information [Line Items]
Regulated natural gas	44	28	140	80
Operating revenue	44	28	140	80
Operating income (loss)	3	$ 4	13	$ 12
Assets	444		444		441
SPPC | Other
Segment Reporting Information [Line Items]
Assets	$ 58		$ 58		$ 67