8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________

FORM 8-K

CURRENT REPORT

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

November 10, 2008 (November 10, 2008)

Date of Report (Date of earliest event reported)

MidAmerican Energy Holdings Company

(Exact name of registrant as specified in its charter)

Iowa	001-14881	94-2213782
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
666 Grand Avenue, Suite 500 Des Moines, Iowa		50309-2580
(Address of principal executive offices)		(Zip code)

515-242-4300

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

____________________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

T  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.  Regulation FD Disclosure

MidAmerican Energy Holdings Company (“MidAmerican”) is filing certain information titled “2008 EEI Financial Conference” which is being furnished as Exhibit 99.1 to this Form 8-K.

In accordance with general instruction B.2 of Form 8-K, the information in this report (including exhibits) that is being furnished pursuant to Item 7.01 of Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act, as amended, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Information titled “2008 EEI Financial Conference.”

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Forward-Looking Statements

This report (including the information filed as an exhibit hereto) contains statements that do not directly or exclusively relate to historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “intend,” “potential,” “plan,” “forecast,” and similar terms. These statements are based upon MidAmerican’s current intentions, assumptions, expectations and beliefs and are subject to risks, uncertainties and other important factors. Many of these factors are outside MidAmerican’s control and could cause actual results to differ materially from those expressed or implied by MidAmerican’s forward-looking statements. These factors include, among others:

·    general economic, political and business conditions in the jurisdictions in which MidAmerican’s facilities are located;

·    changes in governmental, legislative or regulatory requirements affecting MidAmerican or the electric or gas utility, pipeline or power generation industries;

·    changes in, and compliance with, environmental laws, regulations, decisions and policies that could increase operating and capital improvement costs, reduce plant output and delay plant construction;

·    the outcome of general rate cases and other proceedings conducted by regulatory commissions or other governmental and legal bodies;

·    changes in economic, industry or weather conditions, as well as demographic trends, that could affect customer growth and usage or supply of electricity and gas or MidAmerican’s ability to obtain long-term contracts with customers;

·    changes in the residential real estate brokerage and mortgage industries that could affect brokerage transaction levels;

·    changes in prices and availability for both purchases and sales of wholesale electricity, coal, natural gas, other fuel sources and fuel transportation that could have a significant impact on generation capacity and energy costs;

·    the financial condition and creditworthiness of MidAmerican’s significant customers and suppliers;

·    changes in business strategy or development plans;

·    availability, terms and deployment of capital, including severe reductions in demand for investment-grade commercial paper, debt securities and other sources of debt financing and volatility in the London Interbank Offered Rate, the base interest rate for MidAmerican and its subsidiaries’ credit facilities;

·    performance of MidAmerican’s generation facilities, including unscheduled outages or repairs;

·    risks relating to nuclear generation;

·    the impact of derivative instruments used to mitigate or manage volume and price risk and interest rate risk and changes in the commodity prices, interest rates and other conditions that affect the value of the derivatives;

·    the impact of increases in healthcare costs, changes in interest rates, mortality, morbidity and investment performance on pension and other postretirement benefits expense, as well as the impact of changes in legislation on funding requirements;

·    changes in MidAmerican’s and its subsidiaries’ credit ratings;

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

·    the impact of new accounting pronouncements or changes in current accounting estimates and assumptions on financial results;

·    the ability to obtain governmental and shareholder approvals for the acquisition of Constellation Energy Group, Inc. (“Constellation Energy”) or to satisfy other conditions to the acquisition on the terms and expected time-frame or at all;

·    MidAmerican’s ability to successfully integrate future acquired operations into its business;

·    other risks or unforeseen events, including litigation and wars, the effects of terrorism, embargos and other catastrophic events; and

·    other business or investment considerations that may be disclosed from time to time in MidAmerican’s filings with the United States Securities and Exchange Commission (“SEC”) or in other publicly disseminated written documents.

MidAmerican 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 review of factors should not be construed as exclusive.

Additional Information. Certain portions of the information filed as an exhibit to this report on Form 8-K could be deemed to constitute soliciting material relating to the proposed merger transaction involving Constellation Energy and MidAmerican. Constellation Energy has filed with the SEC a preliminary proxy statement and will mail a definitive proxy statement to its shareholders. Such shareholders are encouraged to read the definitive proxy statement regarding the proposed transaction when it becomes available because it will contain important information. Such shareholders will be able to obtain a free copy of the proxy statement, as well as other filings made by Constellation Energy, MidAmerican and the proposed transaction, without charge, at the SEC’s Internet site (http://www.sec.gov). These materials can also be obtained, when available, without charge, by directing a request to Constellation Energy, Shareholder Services, 100 Constellation Way, Baltimore, Maryland 21202.

Participants in the Solicitation.Constellation Energy, MidAmerican and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Constellation Energy’s directors and executive officers is included in Constellation Energy’s Annual Report on Form 10-K for the year ended December 31, 2007 and Constellation Energy’s notice of annual meeting and proxy statement for its most recent annual meeting, which were filed with the SEC on February 27, 2008 and April 29, 2008, respectively. Information regarding MidAmerican’s directors and executive officers is included in MidAmerican’s Annual Report on Form 10-K for the year ended December 31, 2007 and MidAmerican’s Current Report on Form 8-K, which were filed with SEC on February 29, 2008 and March 11, 2008, respectively. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the preliminary proxy statement and other relevant materials filed or to be filed with the SEC in connection with the proposed transaction.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MIDAMERICAN ENERGY HOLDINGS COMPANY
	(Registrant)
Date:  November 10, 2008
	/s/ Douglas L. Anderson
	Douglas L. Anderson
	Senior Vice President
	and General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Information titled “2008 EEI Financial Conference.”

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EX-99.1

2008 EEI Financial Conference

Patrick J. Goodman - Senior Vice President and CFO

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 the Private Securities Litigation Reform Act of 1995.Forward-looking statements can typically
be identified by the use of forward-looking words, such as “may,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,”
“continue,” “intend,” “potential,” “plan,” “forecast,” and similar terms. These statements are based upon MidAmerican’s current
intentions, assumptions, expectations and beliefs and are subject to risks, uncertainties and other important factors. Many of these
factors are outside MidAmerican’s control and could cause actual results to differ materially from those expressed or implied by
MidAmerican’s forward-looking statements. These factors include, among others:

–general economic, political and business conditions in the jurisdictions in which MidAmerican’s facilities are located;

–changes in governmental, legislative or regulatory requirements affecting MidAmerican or the electric or gas utility,
pipeline or power generation industries;

–changes in, and compliance with, environmental laws, regulations, decisions and policies that could increase operating and
capital improvement costs, reduce plant output and delay plant construction;

–the outcome of general rate cases and other proceedings conducted by regulatory commissions or other governmental and
legal bodies;

–changes in economic, industry or weather conditions, as well as demographic trends, that could affect customer growth and
usage or supply of electricity and gas or MidAmerican’s ability to obtain long-term contracts with customers;

–changes in the residential real estate brokerage and mortgage industries that could affect brokerage transaction levels;

–changes in prices and availability for both purchases and sales of wholesale electricity, coal, natural gas, other fuel sources
and fuel transportation that could have a significant impact on generation capacity and energy costs;

–the financial condition and creditworthiness of MidAmerican’s significant customers and suppliers;

–changes in business strategy or development plans;

1

Forward-Looking Statements

–availability, terms and deployment of capital, including severe reductions in demand for investment-grade commercial
paper, debt securities and other sources of debt financing and volatility in the London Interbank Offered Rate, the base
interest rate for MidAmerican and its subsidiaries’ credit facilities;

–performance of MidAmerican’s generation facilities, including unscheduled outages or repairs;

–risks relating to nuclear generation;

–the impact of derivative instruments used to mitigate or manage volume and price risk and interest rate risk and changes in
the commodity prices, interest rates and other conditions that affect the value of the derivatives;

–the impact of increases in healthcare costs, changes in interest rates, mortality, morbidity and investment performance on
pension and other postretirement benefits expense, as well as the impact of changes in legislation on funding requirements;

–changes in MidAmerican’s and its subsidiaries’ credit ratings;

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

–the impact of new accounting pronouncements or changes in current accounting estimates and assumptions on financial
results;

–the ability to obtain governmental and shareholder approvals for the acquisition of Constellation Energy or to satisfy other
conditions to the acquisition on the terms and expected time-frame or at all;

–MidAmerican’s ability to successfully integrate future acquired operations into its business;

–other risks or unforeseen events, including litigation and wars, the effects of terrorism, embargos and other catastrophic
events; and

–other business or investment considerations that may be disclosed from time to time in MidAmerican’s filings with the
United States Securities and Exchange Commission or in other publicly disseminated written documents.

MidAmerican 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 review of factors should not be construed as exclusive.

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MidAmerican Energy Holdings Company
Energy Assets

•7 million electric and
natural gas customers
worldwide

•16,800 miles of interstate
natural gas pipeline with
approximately 6.9 bcf
capacity

•17,854 megawatts of
owned generation

•23.0 percent of
generation capacity is
renewable or noncarbon

3

•Own and operate high-quality, asset-based businesses

•Focus on balanced outcomes that deliver long-term
sustainability

•Identify internal growth opportunities and
acquisitions

•Operate to six business principles

–Customer Service, Employee Commitment, Regulatory Integrity,
Environmental Respect, Operational Excellence, Financial Strength

Strategy

4

Berkshire Equity Commitment

•Berkshire provides MEHC with a $3.5 billion equity
commitment from ‘AAA’ rated parent

–Access to capital even in times of utility sector and general market stress;

No other utility has this quality of explicit financial support

–Commitment can only be drawn for two purposes:

•Paying MEHC parent debt when due

•Funding the general corporate purposes and capital requirements of
MEHC’s regulated subsidiaries

•Future M&A activity will be funded separate from this
equity commitment

5

MEHC’s diversity coupled with its 100% reinvestment of free cash flow
and access to equity capital from Berkshire under any market condition
clearly differentiates the quality of MEHC’s credit from its peers

6

Constellation Energy Group Transaction

•MidAmerican funds already committed

–At the time of signing the merger agreement, MidAmerican issued $1 billion
of 11% Trust Preferred securities to Berkshire

–Proceeds of the issuance were used to purchase $1 billion of Constellation
Energy’s 8% Series A Convertible Preferred stock

–Entered an agreement which allows Constellation to sell to MidAmerican
certain generating assets at predetermined prices for up to $350 million of cash

•Transaction funding at closing

–MidAmerican will finance the $4.7 billion transaction through the issuance of:

•Approximately $2.7 billion of its common stock to Berkshire and potentially to its other
existing shareholders

•$2.0 billion in 11% Trust Preferred securities to Berkshire

•Anticipate closing in second quarter of 2009

–Shareholder and regulatory approvals required

•Constellation will be wholly-owned by MEHC

–BGE will be ring-fenced

7

Baltimore Gas & Electric

Business Overview

•Electric & gas distribution regulated by
Maryland PSC

•Headquartered in Baltimore

•1.2 million electric customers

•0.6 million gas customers

•$5.8B total assets

•$1.7B common shareholder’s equity

____________

Data as of 12/31/2007

Constellation Energy Generation Fleet

PJM

65% MWhs

New York

33% MWhs

West

2% MWhs

Predominantly nuclear and fossil

MW% of MWhs

Nuclear3,86943%

Fossil4,83053%

Renewable3514%

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CA

NV

AZ

UT

WY

OR

WA

MT

CO

ID

PacifiCorp

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Business Overview

•1.7 million customers in six western
states

•10,425 megawatts of owned generation
capacity

•15,700 miles of transmission lines

Major Accomplishments

•Rate case settlements

•Since acquisition by MEHC, projected
to have added 760.6 MW of renewable
wind generation by year-end 2008

•Chehalis 520 MW natural gas-fired
generation plant acquired in September
2008

•Executed an EPC agreement to build the
first segment of the Gateway
Transmission Expansion Project

MidAmerican Energy

IA

IL

KS

NE

SD

WI

MN

MO

10

Business Overview

•1.4 million customers in four
Midwestern states

•6,367 megawatts of owned generation
capacity

•2,180 miles of transmission lines

Major Accomplishments

•Projected to have 1,284 MW of
renewable wind generation by year-end
2008 (623 MW placed in service in
2008)

MidAmerican Energy
Service Territory

Major Generating Facilities

Wind Projects

Northern Natural Gas

MN

WI

IA

SD

NE

KS

OK

TX

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Business Overview

•15,100 miles of natural gas pipeline

•5.1 million decatherms per day of
market area design capacity, plus
2.0 million decatherms per day field
area capacity

Major Accomplishments

•Northern Lights Project - growth in
market-area transportation business:

2007400,000 Dth/d

200888,000 Dth/d

•8 bcf Redfield gas storage expansion is
available for the 2008 injection season
and final completion will occur by
year-end 2008

Kern River

CA

NV

AZ

UT

WY

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Business Overview

•1,680 miles of natural gas pipeline

•1.7 million decatherms per day of
natural gas to markets in Utah, Nevada,
California and Arizona

Major Accomplishments

•Rate case settlement filed, subject to
FERC approval

•Successfully completed 2010
Expansion open season for
145,000 Dth/day, subject to FERC
approval

•Successfully completed Apex
Expansion open season for
266,000 Dth/day, subject to FERC
approval

CE Electric UK

U.K.

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Business Overview

•3.8 million customers in northeast
England

•58,000 miles of distribution lines

Accomplishments

•Preparing for 2010 distribution price
review outcome

•Standard & Poor’s upgrade in
August 2008

NEDL and YEDLA-

CE UK Funding Co.BBB+

Northern Electric service territory

Yorkshire Electricity service territory

Financial Results

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Walter Scott, Jr.

David Sokol

Greg Abel

A3/A-/A

U.K. Regulated
Electric
Distribution

A3/A-/A

U.K. Regulated
Electric
Distribution

“Forever is our holding period” - Berkshire ownership philosophy

___________________________

(1) Diluted ownership

(2) PacifiCorp ratings are senior secured

MEHC Growth Summary

CAGR = 20.6%

CAGR = 22.6%

CAGR = 28.9%

CAGR = 19.0%

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1)The remaining differences between the segment amounts and the consolidated amounts described as “Corporate/other” relate
principally to intersegment eliminations for operating revenue and, for the other items presented, to (i) corporate functions,
including administrative costs, interest expense, corporate cash and investments and related interest income and (ii)
intersegment eliminations

17

Segment Information ($ in millions)

1)The remaining differences between the segment amounts and the consolidated amounts described as “Corporate/other” relate
principally to intersegment eliminations for operating revenue and, for the other items presented, to (i) corporate functions,
including administrative costs, interest expense, corporate cash and investments and related interest income and (ii)
intersegment eliminations

18

Segment Information ($ in millions)

1)The remaining differences between the segment amounts and the consolidated amounts described as “Corporate/other” relate
principally to intersegment eliminations for operating revenue and, for the other items presented, to (i) corporate functions,
including administrative costs, interest expense, corporate cash and investments and related interest income and (ii)
intersegment eliminations

19

Segment Information ($ in millions)

Segment Information ($ in millions)

1)The remaining differences between the segment amounts and the consolidated amounts described as “Corporate/other” relate
principally to intersegment eliminations for operating revenue and, for the other items presented, to (i) corporate functions,
including administrative costs, interest expense, corporate cash and investments and related interest income and (ii)
intersegment eliminations

20

Segment Information ($ in millions)

1)The remaining differences between the segment amounts and the consolidated amounts described as “Corporate/other” relate
principally to intersegment eliminations for operating revenue and, for the other items presented, to (i) corporate functions,
including administrative costs, interest expense, corporate cash and investments and related interest income and (ii)
intersegment eliminations

21

Segment Information ($ in millions)

1)The remaining differences between the segment amounts and the consolidated amounts described as “Corporate/other” relate
principally to intersegment eliminations for operating revenue and, for the other items presented, to (i) corporate functions,
including administrative costs, interest expense, corporate cash and investments and related interest income and (ii)
intersegment eliminations

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