Obligation Berkshire Hathaway Inc 6.125% ( US59562VAM90 ) en USD

Berkshire Hathaway Inc

105.51 % ▲

Etats-unis

US59562VAM90 ( en USD )

6.125% par an ( paiement semestriel )

31/03/2036

Prospectus brochure de l'obligation Berkshire Hathaway Inc US59562VAM90 en USD 6.125%, échéance 31/03/2036

2 000 USD

2 975 000 USD

59562VAM9

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

01/10/2024 ( Dans 139 jours )

L'Obligation émise par Berkshire Hathaway Inc ( Etats-unis ) , en USD, avec le code ISIN US59562VAM90, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2036

L'Obligation émise par Berkshire Hathaway Inc ( Etats-unis ) , en USD, avec le code ISIN US59562VAM90, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Berkshire Hathaway Inc ( Etats-unis ) , en USD, avec le code ISIN US59562VAM90, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Page 1 of 241
424B5 1 file1.htm
Prospectus

Offer to Exchange
Up to $1,700,000,000 in aggregate principal amount of registered 6.125%
Senior Bonds due April 1, 2036 for
All outstanding unregistered 6.125% Senior Bonds due April 1, 2036
·
We are offering to exchange new registered 6.125% senior bonds due April 1, 2036 for all of our
outstanding unregistered 6.125% senior bonds due April 1, 2036.
·
The exchange offer expires at 5:00 p.m., New York City time, on October 11, 2006, unless extended.
·
The exchange offer is subject to customary conditions that may be waived by us.
·
All initial 2006 bonds outstanding that are validly tendered and not validly withdrawn prior to the
expiration of the exchange offer will be exchanged for the exchange 2006 bonds.
·
Tenders of initial 2006 bonds may be withdrawn at any time before 5:00 p.m., New York City time, on
the expiration date of the exchange offer.
·
The exchange of initial 2006 bonds for exchange 2006 bonds will not be a taxable exchange for U.S.
federal income tax purposes.
·
We will not receive any proceeds from the exchange offer.
·
The terms of the exchange 2006 bonds to be issued are substantially identical to the terms of the initial
2006 bonds, except that the exchange 2006 bonds will not have transfer restrictions, and you will not
have registration rights.
·
There is no established trading market for the exchange 2006 bonds, and we do not intend to apply for
listing of the exchange 2006 bonds on any securities exchange or market quotation system.
See ``Risk Factors'' beginning on page 9 for a discussion of matters you should consider before you
participate in the exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation
to the contrary is a criminal offense.
The date of this Prospectus is September 11, 2006

TABLE OF CONTENTS

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Page
SUMMARY
1
RISK FACTORS
9
FORWARD-LOOKING STATEMENTS
22
USE OF PROCEEDS
23
THE EXCHANGE OFFER
24
CAPITALIZATION
33
SELECTED HISTORICAL FINANCIAL AND OPERATING DATA
34
SUMMARY SELECTED HISTORICAL AND UNAUDITED PRO FORMA FINANCIAL DATA
40
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
41
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
75
BUSINESS
82
REGULATION
106
PROPERTIES
124
LEGAL PROCEEDINGS
125
MANAGEMENT
129
DESCRIPTION OF THE BONDS
138
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
154
PLAN OF DISTRIBUTION
155
NOTICE TO CANADIAN RESIDENTS
156
LEGAL MATTERS
156
EXPERTS
156
WHERE YOU CAN FIND MORE INFORMATION
156
FINANCIAL STATEMENTS
F-1
UNAUDITED PRO FORMA FINANCIAL INFORMATION
P-1
In this prospectus, references to ``we,'' ``our'' and ``us'' are to MidAmerican Energy Holdings Company
(or MEHC) and, except as the context otherwise requires, its consolidated subsidiaries and, as applicable, its
equity investments.
In this prospectus, references to ``initial 2006 bonds'' are to the privately placed $1,700,000,000 aggregate
principal amount of 6.125% Senior Bonds due 2036, references to ``exchange 2006 bonds'' are to the new
6.125% Senior Bonds due 2036, which will be registered under the Securities Act, and references to ``bonds'' are
to, collectively, the initial 2006 bonds and the exchange 2006 bonds.
In this prospectus, references to ``U.S. dollars,'' ``dollars,'' ``$'' or ``cents'' are to the currency of the
United States, references to pounds sterling ``£,'' ``sterling,'' ``pence'' or ``p'' are to the currency of Great
Britain and references to ``pesos'' are to the currency of the Philippines. References to kW means kilowatts, MW
means megawatts, GW means gigawatts, kWh means kilowatt hours, MWh means megawatt hours, GWh means
gigawatt hours, kV means kilovolts, MMcf means million cubic feet, Bcf means billion cubic feet, and Dth
means decatherms or one million British thermal units.
This prospectus incorporates important business and financial information about us that is not
included or delivered with this prospectus. We will provide this information to you at no charge upon
written or oral request directed to Douglas L. Anderson, General Counsel, MidAmerican Energy Holdings
Company, 302 South 36th Street, Suite 400, Omaha, Nebraska 68131, (402) 341-4500. In order to ensure
timely delivery of the information, any request should be made by October 2, 2006.
No dealer, salesperson or other individual has been authorized to give any information or to make any
representations not contained in this prospectus in connection with the exchange offer. If given or made, such
information or representations must not be relied upon as having been authorized by us. Neither the delivery of
this prospectus nor any sale made hereunder shall, under any circumstances, create any implications that there has
not been any change in the facts set forth in this prospectus or in our affairs since the date hereof.
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ii

Table of Contents
Each broker-dealer that receives exchange 2006 bonds for its own account pursuant to the exchange offer
must acknowledge that it will deliver a prospectus in connection with any resale of such exchange 2006 bonds.
The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an ``underwriter'' within the meaning of the
Securities Act of 1933, as amended. This prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of the exchange 2006 bonds received in exchange for
initial 2006 bonds where such initial 2006 bonds were acquired by such broker-dealer as a result of market-
making activities or other trading activities. We have agreed that, for a period of 120 days after the expiration of
the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any
such resales. See ``Plan of Distribution.''
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NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED
UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT
NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON
THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE,
TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
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SUMMARY
This section contains a general summary of certain of the information contained in this prospectus. It may
not include all of the information that is important to you. You should read this entire prospectus, including the
``Risk Factors'' section and the financial statements and notes to those statements, before making an investment
decision.
MIDAMERICAN ENERGY HOLDINGS COMPANY
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Overview
We are a United States-based global energy company. We are a consolidated subsidiary of Berkshire
Hathaway Inc. (or Berkshire Hathaway), which currently owns approximately 88.2% (86.6% on a diluted basis)
of our outstanding common stock. The balance of our common stock is owned by a private investor group
comprised of Walter Scott, Jr. (including family members and related entities), who is a member of our Board of
Directors, David L. Sokol, our Chairman and Chief Executive Officer, and Gregory E. Abel, our President and
Chief Operating Officer.
Our operations are organized and managed as eight distinct platforms: PacifiCorp, MidAmerican Funding,
LLC (or MidAmerican Funding), which primarily includes MidAmerican Energy Company (or MidAmerican
Energy), Northern Natural Gas Company (or Northern Natural Gas), Kern River Gas Transmission Company (or
Kern River), CE Electric UK Funding Company (or CE Electric UK), which primarily includes Northern Electric
Distribution Limited (or Northern Electric) and Yorkshire Electricity Distribution plc (or Yorkshire Electricity),
CalEnergy Generation-Foreign, CalEnergy Generation-Domestic and HomeServices of America, Inc. (or
HomeServices). Through these platforms, we own and operate an electric utility company in the western United
States, a combined electric and natural gas utility company in the midwestern United States, two natural gas
pipeline companies in the United States, two electricity distribution companies in Great Britain, a diversified
portfolio of domestic and international independent power projects and the second-largest residential real estate
brokerage firm in the United States.
Our energy subsidiaries generate, transmit, store, distribute and supply energy. As of June 30, 2006, our
electric and natural gas utility subsidiaries serve approximately 6.1 million electricity customers and
approximately 685,000 natural gas customers. Our natural gas pipeline subsidiaries operate interstate natural gas
transmission systems with approximately 17,600 miles of pipeline in operation and a peak delivery capacity of
6.6 billion cubic feet of natural gas per day, which transported approximately 7.8% of the total natural gas
consumed in the United States in 2005. As of June 30, 2006, we have interests in 15,601 net owned MW of
power generation facilities in operation and under construction, including 14,158 net owned MW in facilities that
are part of the regulated asset base of our electric utility businesses and 1,443 net owned MW in non-utility
power generation facilities. Substantially all of our non-utility power generation facilities have long-term
contracts for the sale of energy and/or capacity from the facilities.
On March 21, 2006, we acquired 100% of the common stock of PacifiCorp (the PacifiCorp Acquisition)
from a wholly owned subsidiary of Scottish Power plc (or ScottishPower) for a cash purchase price of
approximately $5.1 billion. PacifiCorp is a regulated electric utility company serving approximately 1.6 million
residential, commercial and industrial customers in service territories in portions of the states of Utah, Oregon,
Wyoming, Washington, Idaho and California. As of June 30, 2006, PacifiCorp owns, or has interests in, 69
thermal, hydroelectric and wind generating plants, with an aggregate facility net owned capacity of 8,469.9 MW.
Our principal executive offices are located at 666 Grand Avenue, Des Moines, Iowa 50309, and our
telephone number is (515) 242-4300.
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THE EXCHANGE OFFER
On March 24, 2006, we privately placed $1,700,000,000 aggregate principal amount of 6.125% Senior
Bonds due 2036, which we refer to as the initial 2006 bonds, in a transaction exempt from registration under the
Securities Act of 1933, as amended, or the Securities Act. In connection with the private placement, we entered
into a registration rights agreement, dated as of March 24, 2006, with the initial purchasers of the initial 2006
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bonds. In the registration rights agreement, we agreed to offer our new 6.125% Senior Bonds due 2036,
which will be registered under the Securities Act, and which we refer to as the exchange 2006 bonds, in exchange
for the initial 2006 bonds. The exchange offer described in this prospectus is intended to satisfy our obligations
under the registration rights agreement. We also agreed to deliver this prospectus to the holders of the initial 2006
bonds. In this prospectus, we refer to the initial 2006 bonds and the exchange 2006 bonds collectively as the
bonds. You should read the discussion under the headings ``Summary -- Terms of the Bonds'' and ``Description
of Bonds'' for information regarding the bonds.
The Exchange Offer
This is an offer to exchange $1,000 in principal amount of the
exchange 2006 bonds for each $1,000 in principal amount of
the initial 2006 bonds. The exchange 2006 bonds are
substantially identical to the initial 2006 bonds, except that the
exchange 2006 bonds will generally be freely transferable. We
believe that you can transfer the exchange 2006 bonds without
complying with the registration and prospectus delivery
provisions of the Securities Act if you:
·
acquire the exchange 2006 bonds in the ordinary course
of your business;
·
are not and do not intend to become engaged in a
distribution of the exchange 2006 bonds;
·
are not an ``affiliate'' (within the meaning of the
Securities Act) of ours;
·
are not a broker-dealer (within the meaning of the
Securities Act) that acquired the initial 2006 bonds from
us or our affiliates; and
·
are not a broker-dealer (within the meaning of the
Securities Act) that acquired the initial 2006 bonds in a
transaction as part of its market-making or other trading
activities.
If any of these conditions are not satisfied and you transfer any
exchange 2006 bonds without delivering a proper prospectus
or without qualifying for a registration exemption, you may
incur liability under the Securities Act. See ``The Exchange
Offer -- Terms of the Exchange.''
Registration Rights Agreement
We have agreed to file an exchange offer registration
statement or, under certain circumstances, a shelf registration
statement pursuant to a registration rights agreement with
respect to the bonds. If we fail to comply with certain of our
obligations under the registration rights agreement, we will
pay additional interest in cash on the bonds for so long as such
failure continues. See
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``Description of the Bonds -- Exchange Offer; Registration
Rights.''
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Minimum Condition
The exchange offer is not conditioned on any minimum
aggregate principal amount of initial 2006 bonds being
tendered for exchange.
Expiration Date
The exchange offer will expire at 5:00 p.m., New York City
time, on October 11, 2006, unless we extend it.
Exchange Date
The initial 2006 bonds will be accepted for exchange at the
time when all conditions of the exchange offer are satisfied or
waived. The exchange 2006 bonds will be delivered promptly
after we accept the initial 2006 bonds.
Conditions to the Exchange
Our obligation to complete the exchange offer is subject to
certain conditions. See ``The Exchange Offer -- Conditions to
the Exchange Offer.'' We reserve the right to terminate or
amend the exchange offer at any time prior to the expiration
date upon the occurrence of certain specified events.
Withdrawal Rights
You may withdraw the tender of your initial 2006 bonds at any
time before the expiration of the exchange offer on the
expiration date. Any initial 2006 bonds not accepted for any
reason will be returned to you without expense as promptly as
practicable after the expiration or termination of the exchange
offer.
Procedures for Tendering Original
See ``The Exchange Offer -- How to Tender.''
Bonds
United States Federal Income Tax
The exchange of the initial 2006 bonds for the exchange 2006
Consequences
bonds will not be a taxable exchange for U.S. federal income
tax purposes, and holders will not recognize any taxable gain
or loss as a result of such exchange.
Effect on Holders of Initial 2006
If the exchange offer is completed on the terms and within the
Bonds
period contemplated by this prospectus, holders of the initial
2006 bonds will have no further registration or other rights
under the registration rights agreement, except under limited
circumstances. See ``The Exchange Offer -- Other.''
Holders of initial 2006 bonds who do not tender their
initial 2006 bonds will continue to hold those initial 2006
bonds. All untendered, and tendered but unaccepted,
initial 2006 bonds will continue to be subject to the
transfer restrictions provided for in the initial 2006 bonds
and the indenture under which the initial 2006 bonds have
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been issued. To the extent that the initial 2006 bonds are
tendered and accepted in the exchange offer, the trading
market, if any, for the initial 2006 bonds could be adversely
affected. See ``Risk Factors -- Risks Associated with the
Exchange Offer -- You may not be able to sell your initial
2006 bonds if you do not exchange them for registered
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exchange 2006 bonds in the exchange offer.''; ``-- Your
ability to sell your initial 2006 bonds may be significantly
more limited and the price at which you may be able to sell
your initial 2006 bonds may be significantly lower if you do
not exchange them for registered exchange 2006 bonds in the
exchange offer.''; and ``The Exchange Offer -- Other.''
Use of Proceeds
We will not receive any proceeds from the issuance of
exchange 2006 bonds in the exchange offer.
Exchange Agent
The Bank of New York Trust Company, N.A., is serving as
the exchange agent in connection with the exchange offer.
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TERMS OF THE BONDS
General
$1,700,000,000 aggregate principal amount of 6.125% Senior
Bonds due 2036. The initial 2006 bonds were, and the
exchange 2006 bonds will be, issued under a fourth
supplement to the indenture, dated as of October 4, 2002, as
amended as of March 24, 2006, between us and The Bank of
New York Trust Company, N.A., as trustee. On October 4,
2002, we issued $200,000,000 of our 4.625% Senior Notes
due 2007 (which we refer to as the series A notes) and
$500,000,000 of our 5.875% Senior Notes due 2012 (which
we refer to as the series B notes), on May 16, 2003, we issued
$450,000,000 of our 3.50% Senior Notes due 2008 (which we
refer to as the series C notes), and on February 12, 2004 we
issued $250,000,000 of our 5.00% Senior Notes due 2014
(which we refer to as the series D notes), in each case pursuant
to the indenture. Unless otherwise indicated, references to the
securities in this prospectus include the series A notes, the
series B notes, the series C notes, the series D notes and the
bonds (and any other series of notes, bonds or other securities
hereafter issued under a supplemental indenture or otherwise
pursuant to the indenture).
Maturity Date
April 1, 2036.
Interest Payment Dates
April 1 and October 1, commencing October 1, 2006.
Optional Redemption
We may redeem the bonds, at our option, in whole or in part,
at any time, at a redemption price equal to the greater of:
(1) 100% of the principal amount of the 2006 bonds to be
redeemed; or
(2) the sum of the present values of the remaining scheduled
payments of principal of and interest on the bonds to be
redeemed discounted to the date of redemption on a
semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at a discount rate equal to the
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yield on equivalent Treasury securities plus 25 basis
points,
plus, for (1) or (2) above, whichever is applicable, accrued and
unpaid interest, if any, on such bonds to the date of
redemption. See ``Description of the Bonds-Optional
Redemption.''
Sinking Fund
The bonds will not be subject to a mandatory sinking fund.
Ranking
The bonds will be our general, unsecured senior obligations
and will rank pari passu in right of payment with all our other
existing and future senior unsecured
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obligations (including the series A notes, series B notes, series
C notes and series D notes) and senior in right of payment to
all our existing and future subordinated obligations. The bonds
will be effectively subordinated to all our existing and future
secured obligations and to all existing and future obligations of
our subsidiaries.
Change of Control
Upon the occurrence of a Change of Control, each holder of
the bonds will have the right, at the holder's option, to require
us to repurchase all or any part of the holder's bonds at a
purchase price in cash equal to 101% of the principal thereof,
plus accrued and unpaid interest, if any, to the date of such
purchase in accordance with the procedures set forth in the
indenture. See ``Description of the Bonds -- Covenants --
Purchase of Securities Upon a Change of Control.''
Covenants
The indenture contains covenants that, among other things,
restrict our ability to grant liens on our assets and our ability to
merge, consolidate or transfer or lease all or substantially all of
our assets. See ``Description of the Bonds -- Covenants.''
Events of Default
Events of default with respect to the securities of any series,
including the bonds, are defined in the indenture as being any
one of the following events:
(1) default as to the payment of principal of, or premium, if
any, on any security of that series or as to any payment
required in connection with a Change of Control;
(2) default as to the payment of interest on any security of
that series for 30 days after payment is due;
(3) failure to make a Change of Control Offer required under
the covenants described under ``Purchase of Securities
Upon a Change of Control'' above or a failure to purchase
the securities of that series tendered in respect of such
Change of Control Offer;
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(4) our failure to perform, or breach by us of, any covenant,
agreement or warranty contained in the indenture or the
securities of that series, which failure continues for 30
days after written notice thereof is provided to us pursuant
to the indenture and the trustee by the holders of at least a
majority in aggregate principal amount outstanding of the
securities of that series, as provided in the indenture;
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(5) default by us or any significant subsidiary (as defined
later in this prospectus) on any other debt (other than debt
that is non-recourse to us) if either (x) such default results
from failure to pay principal of such debt in excess of
$100 million when due after any applicable grace period
or (y) as a result of such default, the maturity of such debt
has been accelerated prior to its scheduled maturity and
such default has not been cured within the applicable
grace period, and such acceleration has not been
rescinded, and the principal amount of such debt, together
with the principal amount of any other of our debt and
that of our significant subsidiaries (not including debt that
is non-recourse to us) that is in default as to principal, or
the maturity of which has been accelerated, aggregates
$100 million or more;
(6) the entry by a court of one or more judgments against us
or any of our significant subsidiaries (other than a
judgment that is non-recourse to us) requiring payment by
us in an aggregate amount in excess of $100,000,000
(excluding (i) the amount thereof covered by insurance or
by a bond written by a person other than one of our
affiliates (other than in respect of the series C or D notes
and the bonds, Berkshire Hathaway or any of its affiliates
that provide commercial insurance in the ordinary course
of their business) and (ii) judgments that are non-recourse
to us), which judgments or orders has not been vacated,
discharged, satisfied or stayed pending appeal within 60
days from entry; or
(7) certain events involving bankruptcy, insolvency or
reorganization with respect to us or any of our significant
subsidiaries.
See ``Description of the Bonds -- Definitions'' and ``--
Events of Default.''
Ratings
The bonds have initially been assigned ratings of Baa1 by
Moody's, BBB+ by S&P and BBB+ by Fitch. However, these
ratings are subject to change at any time.
Denomination and Form
The initial 2006 bonds were, and the exchange 2006 bonds
will be, issued in denominations of $2,000 and any integral
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multiple of $1,000. The initial 2006 bonds were, and the
exchange bonds will be, represented by one or more global
securities registered in the name of The Depository Trust
Company, or DTC, or its nominee. Beneficial interests in the
global securities representing the initial 2006 bonds are, and
beneficial interests in the global securities representing the
exchange 2006 bonds will be, shown on, and transfers of the
beneficial interests in the global securities
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representing the initial 2006 bonds are, and transfers of the
beneficial interests in the global securities representing the
exchange 2006 bonds will be, effected only through, records
maintained by DTC and its participants. Except as described
later in this prospectus, the bonds in certificated form will not
be issued. See ``Description of the Bonds -- Global Bonds;
Book-Entry System.''
Trustee
The Bank of New York Trust Company, N.A. is the trustee for
the holders of the bonds.
Governing Law
The bonds, the indenture and the other documents for the
offering of the bonds are governed by the laws of the State of
New York.
Risk Factors
This investment involves risks. Before you invest in the bonds, you should carefully consider the matters set
forth under the heading ``Risk Factors'' and all other information in this prospectus.
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RISK FACTORS
An investment in the bonds is subject to numerous risks, including, but not limited to, those set forth below.
In addition to the information contained elsewhere in this prospectus, you should carefully consider the following
risk factors when evaluating an investment in the bonds.
Risks Associated with Our Corporate and Financial Structure
We are a holding company that depends on distributions from our subsidiaries and joint ventures to
meet our needs.
We are a holding company and derive substantially all of our income and cash flow from our subsidiaries
and joint ventures. We expect that future development and acquisition efforts will be similarly structured to
involve operating subsidiaries and joint ventures. We are dependent on the earnings and cash flows of, and
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