Obligation Berkshire Hathaway Holdings Inc. 5.15% ( US59562VBD82 ) en USD

Berkshire Hathaway Holdings Inc.

96.058 % ▼

Etats-unis

US59562VBD82 ( en USD )

5.15% par an ( paiement semestriel )

14/11/2043

Prospectus brochure de l'obligation Berkshire Hathaway Inc US59562VBD82 en USD 5.15%, échéance 14/11/2043

/

/

59562VBD8

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

15/05/2026 ( Dans 150 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 US59562VBD82, paye un coupon de 5.15% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/11/2043

L'Obligation émise par Berkshire Hathaway Holdings Inc. ( Etats-unis ) , en USD, avec le code ISIN US59562VBD82, 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 US59562VBD82, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(B)(3)
Registration No. 333-193339

PROSPECTUS

Offer to Exchange
Up to $400,000,000 in aggregate principal amount of
1.100% Senior Notes due 2017 that have been registered under the Securities Act of 1933
for all outstanding unregistered 1.100% Senior Notes due 2017

Up to $350,000,000 in aggregate principal amount of
2.000% Senior Notes due 2018 that have been registered under the Securities Act of 1933
for all outstanding unregistered 2.000% Senior Notes due 2018

Up to $500,000,000 in aggregate principal amount of
3.750% Senior Notes due 2023 that have been registered under the Securities Act of 1933
for all outstanding unregistered 3.750% Senior Notes due 2023

Up to $750,000,000 in aggregate principal amount of
5.150% Senior Notes due 2043 that have been registered under the Securities Act of 1933
for all outstanding unregistered 5.150% Senior Notes due 2043

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

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

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

· The Exchange Offer expires at 5:00 p.m., New York City time, on April 28, 2014, unless extended.

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

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

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

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

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

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

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

· Broker-dealers who receive Exchange Notes pursuant to the Exchange Offer acknowledge that they will deliver a prospectus in connection
with any resale of such Exchange Notes.

· Broker-dealers who acquired the Initial Notes as a result of market-making or other trading activities may use this prospectus, as it may be
amended or supplemented from time to time, in connection with resales of the Exchange Notes.
See "Risk Factors" beginning on page 9 for a discussion of matters you should consider before you
participate in the Exchange Offer.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is March 27, 2014
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TABLE OF CONTENTS

Page
SUMMARY

1
RISK FACTORS

9
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

24
USE OF PROCEEDS

26
THE EXCHANGE OFFER

27
SELECTED HISTORICAL FINANCIAL AND OPERATING DATA

37
DESCRIPTION OF THE NOTES

39
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

55
CERTAIN ERISA CONSIDERATIONS

56
PLAN OF DISTRIBUTION

58
LEGAL MATTERS

59
EXPERTS

59
WHERE YOU CAN FIND MORE INFORMATION

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

60
In this prospectus, unless otherwise indicated or the context otherwise requires, references to "MEHC," "we," "us" and "our"
refer to MidAmerican Energy Holdings Company, an Iowa corporation.
This prospectus incorporates important business and financial information about us that is not included or delivered with this
prospectus. We will provide this information to you at no charge upon written or oral request directed to Vice President and
Treasurer, MidAmerican Energy Holdings Company, 666 Grand Avenue, Suite 500, Des Moines, Iowa 50309-2580, telephone
number (515) 242-4300. In order to ensure timely delivery of the information, any request should be made by April 21, 2014.
No dealer, salesperson or other individual has been authorized to give any information or to make any representations not
contained in this prospectus in connection with the Exchange Offer. If given or made, such information or representations must not be
relied upon as having been authorized by us. Neither the delivery of this prospectus nor any sale made hereunder shall, under any
circumstances, create any implications that there has not been any change in the facts set forth in this prospectus or in our affairs since
the date hereof.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer acknowledges that it will
deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal accompanying this prospectus
states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of the Exchange Notes received in exchange for Initial Notes where such
Initial Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed
that, for a period of 120 days after the expiration of the Exchange Offer, we will make this prospectus available to any broker-dealer
for use in connection with any such resales. See "Plan of Distribution."

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

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SUMMARY
This section contains a general summary of certain of the information contained in this prospectus. It does not include
all of the information that may be important to you. You should read this entire prospectus, including the "Risk Factors"
section and the documents incorporated by reference herein, including our Annual Report on Form 10-K for the year ended
December 31, 2013 and the consolidated financial statements and notes to those statements contained in that report, before
making an investment decision. See "Where You Can Find More Information."
MidAmerican Energy Holdings Company
Overview of Our Business
We are a holding company that owns subsidiaries principally engaged in energy businesses (collectively with our
subsidiaries, the "Company") and are a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway"). As of
January 31, 2014, Berkshire Hathaway, Mr. Walter Scott, Jr., a member of our Board of Directors (along with family members
and related entities) and Mr. Gregory E. Abel, our Chairman, President and Chief Executive Officer, owned 89.8%, 9.2% and
1.0%, respectively, of our voting common stock.
The Company, through its operating platforms, owns four utility companies in the United States serving customers in 11
states, two interstate natural gas pipeline companies in the United States, two electricity distribution companies in Great Britain,
a 50% interest in electric transmission businesses, a diversified portfolio of independent power projects and, through
HomeServices of America, Inc. ("HomeServices"), the second-largest residential real estate brokerage firm in the United States
and the second-largest residential real estate brokerage franchise network in the United States.
As of December 31, 2013, we had total consolidated assets of $70 billion, of which 90% were the assets of our
rate-regulated businesses. During 2013, 89% of our consolidated operating income was generated from rate-regulated businesses.
Recent Development
On May 29, 2013, we entered into a definitive acquisition agreement to acquire NV Energy, Inc. ("NV Energy") (the "NV
Energy Transaction"), and on December 19, 2013, we closed the NV Energy Transaction. Following the completion of the NV
Energy Transaction, NV Energy became our indirect wholly-owned subsidiary. NV Energy is a holding company whose two
public utility subsidiaries, Nevada Power Company and Sierra Pacific Power Company, collectively serve approximately
1.2 million electric and 0.2 million natural gas customers in Nevada in their nearly 46,000-square-mile service territory. In its
Annual Report on Form 10-K for the year ended December 31, 2012, NV Energy reported $12 billion of assets and almost
6,000 megawatts of owned generating capacity. For the year ended December 31, 2012, NV Energy reported $3 billion of
revenue, $785 million of operating income and $322 million of net income.

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

Other Information
For additional reportable segment information regarding our platforms, refer to Note 22 of Notes to Consolidated Financial
Statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2013. Northern Natural Gas Company
("Northern Natural Gas") and Kern River Gas Transmission Company ("Kern River" and, together with Northern Natural Gas,
the "Pipeline Companies") have been aggregated in the reportable segment called MidAmerican Energy Pipeline Group,
MidAmerican Renewables, LLC and CalEnergy Philippines have been aggregated in the reportable segment called MidAmerican
Renewables and MidAmerican Transmission, LLC has been included in MEHC and Other therein.
Our principal executive offices are located at 666 Grand Avenue, Suite 500, Des Moines, Iowa 50309-2580 and our
telephone number at that address is (515) 242-4300. Our website is located at http://www.midamerican.com. Information
contained on, or connected to, our website does not and will not constitute part of this prospectus.

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

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

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

·
are not, and do not intend to become, engaged in a distribution of the

Exchange Notes;

·
are not an "affiliate" (within the meaning of the Securities Act) of ours;

·
are not a broker-dealer (within the meaning of the Securities Act) that

acquired the Initial Notes from us or our affiliates; and

·
are not a broker-dealer (within the meaning of the Securities Act) that

acquired the Initial Notes in a transaction as part of its market-making or
other trading activities.

If you do not meet these requirements, your resale of Exchange Notes must

comply with the registration and prospectus delivery requirements of the
Securities Act.

Our belief is based on interpretations by the staff of the SEC, as set forth in
no-action letters issued to third parties. The staff of the SEC has not considered

this Exchange Offer in the context of a no-action letter, and we cannot assure you
that the staff of the SEC would make a similar determination with respect to this
Exchange Offer.

If our belief is not accurate and you transfer an Exchange Note without
delivering a prospectus meeting the requirements of the federal securities laws

or without an exemption from these laws, you may incur liability under the
federal securities laws. We do not and will not assume, or indemnify you
against, this liability.

See "The Exchange Offer--Terms of the Exchange."

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

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

Expiration Date
The Exchange Offer will expire at 5:00 p.m., New York City time, on April 28,
2014, unless we extend it.

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

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 the Exchange Offer if any such conditions shall have occurred
or to amend the terms of the Exchange Offer in accordance with applicable law
or regulation, in each case at any time prior to the expiration of the Exchange
Offer on the expiration date.

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

Procedures for Tendering Initial Notes
See "The Exchange Offer--How to Tender."

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

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

Holders of Initial Notes who do not tender their Initial Notes will continue
to hold those Initial Notes. All untendered, and tendered but unaccepted,
Initial Notes will continue to be subject to the transfer restrictions provided

for in the Initial Notes and the indenture under which the Initial Notes have
been issued. To the extent that the Initial Notes are tendered and accepted in the
Exchange Offer, the trading market, if any, for the Initial Notes could

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be adversely affected. See "Risk Factors--Other Risks Associated with the
Notes." You may not be able to sell your Initial Notes if you do not exchange
them for registered Exchange Notes in the Exchange Offer. Your ability to sell

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

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

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

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

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TERMS OF THE NOTES
A brief description of the material terms of the Notes follows. For a more complete description, see "Description of the
Notes."

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

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

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

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

The Initial Notes were, and the Exchange Notes will be, issued under a ninth
supplement to the indenture, dated as of October 4, 2002, as amended to date,
between us and The Bank of New York Mellon Trust Company, N.A., as trustee.
On October 4, 2002, we issued $200,000,000 of our 4.625% Senior Notes due
2007 (which we refer to as the series A notes) and $500,000,000 of our
5.875% Senior Notes due 2012 (which we refer to as the series B notes); on
May 16, 2003, we issued $450,000,000 of our 3.50% Senior Notes due 2008
(which we refer to as the series C notes); on February 12, 2004, we issued
$250,000,000 of our 5.00% Senior Notes due 2014 (which we refer to as the
series D notes); on March 24, 2006, we issued $1,700,000,000 of our
6.125% Senior Bonds due 2036 (which we refer to as the series E bonds); on
May 11, 2007, we issued $550,000,000 of our 5.95% Senior Bonds due 2037

(which we refer to as the series F bonds); on August 28, 2007, we issued
$1,000,000,000 of our 6.50% Senior Bonds due 2037 (which we refer to as the
series G bonds); on March 28, 2008, we issued $650,000,000 of our Senior
Notes due 2018 (which we refer to as the series H notes), and on July 7, 2009,
we issued $250,000,000 of our 3.150% Senior Notes due 2012 (which we refer
to as the series I notes), in each case pursuant to the indenture. The series A
notes, the series B notes, the series C notes, the series D notes and the series I
notes have been repaid in full. Unless otherwise indicated, references to the
securities in this prospectus include the series E bonds, the series F bonds, the
series G bonds, the series H notes and the Notes (and any other series of notes,
bonds or other securities hereafter issued under a supplemental indenture or
otherwise pursuant to the indenture).

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

The 2018 Notes will mature on November 15, 2018.

The 2023 Notes will mature on November 15, 2023.

The 2043 Notes will mature on November 15, 2043.

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