Obligation Berkshire Hathaway Holdings Inc. 6.5% ( US59562VAR87 ) en USD

Berkshire Hathaway Holdings Inc.

112.404 % ▲

Etats-unis

US59562VAR87 ( en USD )

6.5% par an ( paiement semestriel )

14/09/2037

Prospectus brochure de l'obligation Berkshire Hathaway Inc US59562VAR87 en USD 6.5%, échéance 14/09/2037

2 000 USD

1 000 000 000 USD

59562VAR8

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

15/03/2026 ( Dans 90 jours )

Berkshire Hathaway Inc. est une société de portefeuille américaine dirigée par Warren Buffett, connue pour ses investissements à long terme dans des entreprises de grande valeur et sa participation dans des secteurs variés comme l'assurance, les chemins de fer et l'énergie.

L'Obligation émise par Berkshire Hathaway Holdings Inc. ( Etats-unis ) , en USD, avec le code ISIN US59562VAR87, paye un coupon de 6.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/09/2037

L'Obligation émise par Berkshire Hathaway Holdings Inc. ( Etats-unis ) , en USD, avec le code ISIN US59562VAR87, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Berkshire Hathaway Holdings Inc. ( Etats-unis ) , en USD, avec le code ISIN US59562VAR87, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B3 1 file1.htm FORM 424B3 Table of Contents
Filed Pursuant to Rule 424 (B) (3)
Registration File No. 333-146102
Prospectus

Offer to Exchange
Up to $1,000,000,000 in aggregate pr

incipal amount of registered 6.50%
Senior Bonds due September 15, 2037 for
All outstanding unregistered 6.50% Senior Bonds due September 15, 2037
·
We are offering to exchange new registered 6.50% senior bonds due September 15, 2037 for all of our
outstanding unregistered 6.50% senior bonds due September 15, 2037.
·
The exchange offer expires at 5:00 p.m., New York City time, on October 25, 2007, unless extended.
·
The exchange offer is subject to customary conditions that may be waived by us.
·
All initial bonds outstanding that are validly tendered and not validly withdrawn prior to the expiration
of the exchange offer will be exchanged for the exchange bonds.
·
Tenders of initial bonds may be withdrawn at any time before 5:00 p.m., New York City time, on the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 bonds for exchange 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 bonds to be issued are substantially identical to the terms of the initial
bonds, except that the exchange bonds will not have transfer restrictions, and you will not have
registration rights.
·
There is no established trading market for the exchange bonds, and we do not intend to apply for
listing of the exchange bonds on any securities exchange or market quotation system.
See ``Risk Factors'' beginning on page 10 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 26, 2007

TABLE OF CONTENTS

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Page
SUMMARY
1
RISK FACTORS
10
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
25
USE OF PROCEEDS
27
THE EXCHANGE OFFER
28
CAPITALIZATION
37
SELECTED HISTORICAL FINANCIAL AND OPERATING DATA
38
SUMMARY SELECTED HISTORICAL AND UNAUDITED PRO FORMA FINANCIAL DATA
43
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
44
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
72
BUSINESS
76
REGULATION
99
PROPERTIES
114
LEGAL PROCEEDINGS
115
MANAGEMENT
119
DESCRIPTION OF THE BONDS
139
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
155
PLAN OF DISTRIBUTION
156
LEGAL MATTERS
157
EXPERTS
157
WHERE YOU CAN FIND MORE INFORMATION
158
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 bonds'' are to the privately placed $1,000,000,000 aggregate
principal amount of 6.50% Senior Bonds due 2037, references to ``exchange bonds'' are to the new 6.50% Senior
Bonds due 2037, which will be registered under the Securities Act of 1933, as amended, or the Securities Act,
and references to ``bonds'' are to, collectively, the initial bonds and

the exchange 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 mean 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, Dth means
decatherms or one million British thermal units and Dthd means decatherms per

day.
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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Table of Contents
Each broker-dealer that receives exchange 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 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.
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 bonds received in exchange for initial bonds where such initial 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.
''
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
Overview
We are a holding company owning subsidiaries that are principally engaged in energy businesses. We are a
consolidated subsidiary of Berkshire Hathaway Inc. (or Berkshire Hathaway). The balance of our common stock
is owned by a private investor group comprised of Mr. Walter Scott, Jr. (along with family members and related
entities), who is a member of our Board of Directors, Mr. David L. Sokol, our Chairman and Chief Executive
Officer, and Mr. Gregory E. Abel, our President and Chief Operating Officer. As of June 30, 2007, Berkshire
Hathaway, Mr. Scott (along with family members and related entities), Mr. Sokol and Mr. Abel owned 87.8%,
11.0%, 0.9% and 0.3%, respectively, of our voting common stock and held diluted ownership interests of 86.6%,
10.8%, 1.6% and 1.0%, respectively.
On March 1, 2006, we and Berkshire Hathaway entered into an Equity Commitment Agreement (or
Berkshire Equity Commitment) pursuant to which Berkshire Hathaway has agreed to purchase up to $3.5 billion
of our common equity upon any requests authorized from time to time by our Board of Directors. The proceeds
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of any such equity contribution shall only be used for the purpose of (a) paying when due MEHC's debt
obligations and (b) funding the general corporate purposes and capital requirements of our regulated subsidiaries.
Berkshire Hathaway will have up to 180 days to fund any such request in minimum increments of at least
$250 million pursuant to one or more drawings authorized by our Board of Directors. The funding of each
drawing will be made by means of a cash equity contribution to us in exchange for additional shares of our
common stock. The Berkshire Equity Commitment will expire on February 28, 2011 .
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, which primarily includes the subsidiaries owning a majority interest in the
Casecnan project, CalEnergy Generation-Domestic, which includes the subsidiaries owning interests in
independent power projects in the United States, and HomeServices of America, Inc. (or HomeServices). Refer to
Note 14 of our Notes to unaudited interim Consolidated Financial Statements and Note 24 of our Notes to audited
Consolidated Financial Statements included in the ``Financial Statements'' section of this prospectus for
additional segment information regarding our platforms. 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 independent power projects and the second largest
residential real estate brokerage firm in the United Stat
es.
Our energy subsidiaries generate, transmit, store, distribute and supply energy. Approximately 89% of our
operating income in 2006 was generated from rate-regulated businesses. As of June 30, 2007, our electric and
natural gas utility subsidiaries served approximately 6.2 million electricity customers and end-users and
approximately 0.7 million natural gas customers. Our natural gas pipeline subsidiaries operate interstate natural
gas transmission systems that transported approximately 8% of the total natural gas consumed in the United
States in 2006. These pipeline
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subsidiaries have approximately 17,000 miles of pipeline in operation and a design capacity of 6.7 Bcf of natural
gas per day. As of June 30, 2007, we had interests in approximately 16,000 net owned MW of power generation
facilities in operation and under construction, including approximately 15,000 net owned MW in facilities that
are part of the regulated asset base of our electric utility businesses and approximately 1,000 net owned MW in
non-utility power generation facilities. On July 25, 2007, we transferred the Malitbog and Mahanagdong projects
(representing approximately 400 net owned MW) to the Philippine government pursuant to existing contractual
commitments. Substantially all of our non-utility power generation facilities have long-term contracts for the sale
of energy and/or capacity from the facilities.
Our principal executive offices are located at 666 Grand Avenue, Suite 500, Des Moines, Iowa 50309-2580,
and our telephone number is (515) 242-4300.
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THE EXCHANGE OFFER
On August 28, 2007, we privately placed $1,000,000,000 aggregate principal amount of 6.50% Senior
Bonds due 2037, which we refer to as the initial bonds, in a transaction exempt from registration under the
Securities Act. In connection with the private placement, we entered into a registration rights agreement, dated as
of August 28, 2007, with the initial purchasers of the initial bonds. In the registration rights agreement, we agreed
to offer our new 6.50% Senior Bonds due 2037, which will be registered under the Securities Act, and which we
refer to as the exchange bonds, in exchange for the initial 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 bonds. In this prospectus, we refer to the initial bonds and the exchange
bonds collectively as the bonds. You should read the discussion under the headings ``Summary -- Terms of the
Bonds'' and ``Description of the Bonds'' for information regarding

the bonds.
The Exchange Offer
This is an offer to exchange $1,000 in principal amount of the
exchange bonds for each $1,000 in principal amount of the
initial bonds. The exchange bonds are substantially identical to
the initial bonds, except that the exchange bonds will generally
be freely transferable. We believe that you can transfer the
exchange bonds without complying with the registration and
prospectus delivery provisions of the Securities Act if you:
·
acquire the exchange bonds in the ordinary course of your
business;
·
are not and do not intend to become engaged in a
distribution of the exchange 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 bonds from us or
our affiliates; and
·
are not a broker-dealer (within the meaning of the
Securities Act) that acquired the initial 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 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 ``The Exchange Offer.''
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Minimum Condition
The exchange offer is not conditioned on any minimum
aggregate principal amount of initial bonds being tendered for
exchange.
Expiration Date
The exchange offer will expire at 5:00 p.m., New York City
time, on October 25, 2007, unless we extend it.
Exchange Date
The initial bonds will be accepted for exchange at the time
when all conditions of the exchange offer are satisfied or
waived. The exchange bonds will be delivered promptly after
we accept the initial 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.
Withdrawal Rights
You may withdraw the tender of your initial bonds at any time
before the expiration of the exchange offer on the expiration
date. Any initial 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 bonds for the exchange bonds will
Consequences
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 bonds
If the exchange offer is completed on the terms and within the
period contemplated by this prospectus, holders of the initial
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 bonds who do not tender their initial
bonds will continue to hold those initial bonds. All
untendered, and tendered but unaccepted, initial bonds
will continue to be subject to the transfer restrictions
provided for in the initial bonds and the indenture under
which the initial bonds have been issued. To the extent that
the initial bonds are tendered and accepted in the exchange
offer, the trading market, if any, for the initial bonds could be
adversely affected. See ``Risk Factors -- Other Risks
Associated with the Bonds.'' You may not be able to sell your
initial bonds if you do not exchange them for
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registered exchange bonds in the exchange offer. Your ability
to sell your initial bonds may be significantly more limited and
the price at which you may be able to sell your initial bonds
may be significantly lower if you do not exchange them for
registered exchange bonds in the exchange offer.'' See ``The
Exchange Offer -- Other.''
Use of Proceeds
We will not receive any proceeds from the issuance of
exchange 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
$1,000,000,000 aggregate principal amount of 6.50% Senior
Bonds due 2037. The initial bonds were, and the exchange
bonds will be, issued under a sixth supplement to the
indenture, dated as of October 4, 2002, as amended as of
August 28, 2007, 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); on February 12, 2004 we issued $250,000,000
of our 5.00% Senior Notes due 2014 (which we refer to as the
series D notes); on March 24, 2006, we issued $1,700,000,000
of our 6.125% Senior Bonds due 2036 (which we refer to as
the series E bonds); and on May 11, 2007, we issued
$550,000,000 of our 5.95% Senior Bonds due 2037 (which we
refer to as the series F bonds), 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, the series
E bonds, the series F bonds 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
September 15, 2037.
Interest Payment Dates
March 15 and September 15, commencing March 15, 2008.
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 bonds to be
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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
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.''
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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 obligations (including the
series A notes, series B notes, series C notes, the series D
notes, the series E bonds and the series F bonds) 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
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the covenants described under ``Description of the Bonds
-- Covenants -- Purchase of Securities Upon a Change
of Control'' or a failure to purchase the securities of that
series tendered in respect of such Change of Control
Offer;
(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,
the series E or F bonds 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 have 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.''
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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 bonds were, and the exchange bonds will be, issued
in denominations of $2,000 and any integral multiple of
$1,000. The initial 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 bonds are, and beneficial interests in
the global securities representing the exchange bonds will be,
shown on, and transfers of the beneficial interests in the global
securities representing the initial
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bonds are, and transfers of the beneficial interests in the global
securities representing the exchange bonds will be, effected
only through, records maintained by DTC and its participants.
Except as described later in this prospectus, the bonds will not
be issued in certificated form. 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'' on the next page 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.
Our Corporate and Financial Structure Risks
We are a holding company and depend on distributions from subsidiaries, including joint ventures, to
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