<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
MIDAMERICAN ENERGY HOLDINGS COMPANY
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
<PAGE>
[LOGO]
MIDAMERICAN ENERGY HOLDINGS COMPANY
666 Grand Avenue
P.O. Box 657
Des Moines, Iowa 50303-0657
Dear Shareholder:
You are cordially invited to attend the first Annual Meeting of Shareholders
of MidAmerican Energy Holdings Company ("MidAmerican" or "Company") which will
be held on Wednesday, April 23, 1997, at 10:00 a.m., local time, at the Sioux
City Convention Center, 801 Fourth Street, Sioux City, Iowa. At this meeting you
will be asked to vote on the election of directors as set forth in the
accompanying Notice of Annual Meeting and Proxy Statement. The Board of
Directors of the Company recommends a vote "FOR" the election of all nominees.
Holders of record of MidAmerican Common Stock at the close of business on
February 21, 1997 will be entitled to one vote for each share held. MidAmerican
has over 65,000 registered holders of its Common Stock.
In order to enhance the quality and readability of our financial
communications, the presentation of certain information in this year's Proxy
Statement and Annual Report has been changed. The Company's audited financial
statements, which are traditionally included in the Annual Report to
Shareholders, are now contained in Appendix A to this Proxy Statement. The
Company's 1996 Annual Report contains key financial information and a discussion
of activities and issues important to the Company. This format is designed to
simplify and improve the clarity and effectiveness of the Annual Report.
Your vote is extremely important. Please make sure that your shares are
represented at the Annual Meeting whether or not you are personally able to
attend. You are encouraged to specify your choices by marking the appropriate
boxes on the enclosed proxy card. However, it is not necessary to mark any box
if you wish to vote in accordance with the Board of Directors' recommendations.
Please sign, date and return the proxy card in the enclosed postage paid
envelope.
Sincerely,
<TABLE>
<S> <C>
Russell E. Stanley J. Bright
Christiansen
CHAIRMAN OF THE PRESIDENT AND
BOARD OF DIRECTORS CHIEF EXECUTIVE
OFFICER
</TABLE>
March 14, 1997
<PAGE>
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------
To the Shareholders of
MidAmerican Energy Holdings Company:
The Annual Meeting of Shareholders of MidAmerican Energy Holdings Company
will be held on Wednesday, April 23, 1997, at the Sioux City Convention Center,
801 Fourth Street, Sioux City, Iowa , commencing at 10:00 a.m., local time, for
the purpose of acting on the following matters:
1. To elect fifteen members of the Board of Directors; and
2. To transact such other business as may properly be brought before the
meeting or any adjournment thereof.
Holders of MidAmerican Common Stock at the close of business on February 21,
1997 will be entitled to notice of and to vote at the meeting or at any
postponement or adjournment thereof. Even if you now expect to attend the annual
meeting, you are requested to please mark, sign, date and return the
accompanying proxy in the enclosed postage paid envelope. If you do attend you
may vote in person, if you wish, whether or not you have sent in your proxy.
By Order of the Board of Directors
Paul J. Leighton
VICE PRESIDENT AND CORPORATE SECRETARY
March 14, 1997
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AND VOTED AT THE MEETING.
SHAREHOLDERS ARE URGED TO PROMPTLY MARK, SIGN, DATE AND RETURN THE PROXY IN THE
ENCLOSED POSTAGE PAID ENVELOPE.
<PAGE>
[LOGO]
666 Grand Avenue
P.O. Box 657
Des Moines, Iowa 50303-0657
Telephone numbers: (515) 242-4300 or (800) 247-5211
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies of the shareholders of MidAmerican Energy Holdings Company
("MidAmerican" or "Company") on behalf of the Board of Directors of the Company
("Board of Directors") for use at the Annual Meeting of Shareholders to be held
at the Sioux City Convention Center, 801 Fourth Street, Sioux City, Iowa, on
Wednesday, April 23, 1997, at 10:00 a.m., local time, and at all adjournments
thereof, for the purposes set forth in the preceding Notice of Annual Meeting of
Shareholders.
This is the first annual meeting of the holders of MidAmerican Common Stock
since the formation of MidAmerican as the parent holding company of MidAmerican
Energy Company on December 1, 1996. Only shareholders of record at the close of
business on February 21, 1997 are entitled to notice of and to vote at the
meeting. As of the record date, there were 100,751,713 shares of MidAmerican
Common Stock outstanding. Each share of MidAmerican Common Stock is entitled to
one vote on all matters presented to the meeting.
With respect to the Election of Directors, if a quorum is present, the
affirmative vote of a majority of the votes cast is required for the election of
each director. For purposes of determining the number of votes cast, all votes
cast "for" or to "withhold authority" to vote are included. "Non-votes,"
including "broker non-votes" which occur when brokers are prohibited from
exercising voting authority for beneficial owners who have not provided voting
instructions, are not counted for the purpose of determining the number of votes
cast with respect to the election of directors.
Any shareholder giving a proxy pursuant to this Proxy Statement may revoke
it at any time by filing with the Corporate Secretary of the Company an
instrument revoking it or a duly executed proxy bearing a later date, or if the
shareholder executing the proxy is present at the meeting, voting in person.
All shares represented by effective proxies will be voted at the meeting or
any adjournment thereof as specified therein by the person giving the proxy. If
no specification is made, the proxy will be voted in accordance with the Board
of Directors' recommendations.
If a shareholder is a participant in the Company's Shareholder Options Plan
or the Iowa Power Inc. Payroll-Based Employee Stock Ownership Plan, the proxy
card will represent the number of shares registered in the participant's name
and the number of whole shares credited or allocated to the participant's
account under these plans. For those shares held in the plans, the proxy card
will serve as a direction to the trustee or voting agent under the respective
plan as to how the shares in the accounts are to be voted. Fractional shares
will not be voted.
The entire cost of solicitation of proxies will be borne by the Company. In
addition to the original solicitation by mail, some of the officers and regular
employees of the Company may solicit proxies by personal calls, telephone or
otherwise, but without compensation in addition to their regular salaries. The
Company will reimburse brokers and other custodians, nominees and fiduciaries
for reasonable expenses incurred in forwarding proxy material to beneficial
owners. In addition, the Company has retained D. F. King & Co., Inc., a proxy
solicitation firm, to assist in the forwarding of proxy materials to brokers and
other custodians, nominees and fiduciaries at an estimated cost of $4,000 plus
disbursements.
1
<PAGE>
ELECTION OF DIRECTORS
The fifteen persons named on the following pages have been nominated for
election as directors, to hold office until the next annual meeting of
shareholders and their successors are duly elected and qualified. Each has
consented to be a nominee and to serve if elected. Proxies cannot be voted for a
greater number of persons than the number of nominees named. In the event that
any nominees for directors should become unavailable, which is not anticipated,
the Board of Directors, in its discretion, may designate substitute nominees, in
which event proxies will be voted for such substitute nominees.
INFORMATION ABOUT NOMINEES FOR DIRECTORS
Certain information about each nominee, including age, principal occupation,
business experience, directorships, board committee assignments and the year in
which the nominee became a director of the Company or one of its predecessor
companies, is set forth in the following pages. All of the nominees listed are
now serving as directors of the Company. Mr. Robert A. Burnett, who has served
as a director since 1984, will be retiring from the Board of Directors in 1997
and has therefore not been renominated.
<TABLE>
<C> <S>
PHOTO JOHN W. AALFS (56)
President of Aalfs Manufacturing, Inc. (clothing manufacturer), Sioux
City, Iowa, since 1979. Joined the Board in 1988. Chair of the Audit
Committee. Director of Norwest Bank Sioux City, N.A.
PHOTO STANLEY J. BRIGHT (56)
President and Chief Executive Officer of the Company since December 1,
1996. Chairman of MidAmerican Energy Company since December 1, 1996,
Chief Executive Officer since July 1, 1996, President since 1995 and
President of the Office of the Chief Executive Officer from 1995 to July
1, 1996. Chairman, President and Chief Executive Officer of
Iowa-Illinois Gas and Electric Company, a predecessor company
("Iowa-Illinois"), from 1991 to 1995. Joined the Company in 1986 and the
Board in 1987. Chair of the Strategy and Executive Committees and member
of the Finance Committee. Director of Norwest Bank Iowa, N.A. and Utilx
Corporation.
PHOTO ROSS D. CHRISTENSEN (56)
Orthodontist in private practice in Waterloo, Iowa, since 1968 and with
Drs. Christensen and Bigelow, P.C. since 1974. Partner in JoRo, Inc.
(real estate development) and Heartland Midwest Management, Inc. (real
estate management) since 1984. Joined the Board in 1983. Vice Chair of
the Nominating Committee and member of the Strategy Committee. Director
of Community National Bancorporation.
</TABLE>
2
<PAGE>
<TABLE>
<C> <S>
PHOTO RUSSELL E. CHRISTIANSEN (61)
Chairman of the Company since December 1, 1996, Chairman of MidAmerican
Energy Company from 1995 to December 1, 1996 and Chairman of the Office
of the Chief Executive Officer from 1995 to July 1, 1996. Chairman and
Chief Executive Officer of Midwest Resources Inc., a predecessor company
("Midwest Resources"), from 1992 to 1995 and President from 1990 to
1995. Joined the Company in 1959 and the Board in 1983. Vice Chair of
the Executive Committee and member of the Finance Committee. Director of
McLeod, Inc.
PHOTO JOHN W. COLLOTON (66)
Vice President for Statewide Health Services, University of Iowa (health
care administration), Iowa City, Iowa, since 1993. Director and Chief
Executive Officer of the University of Iowa Hospitals and Clinics from
1971 to 1993. Joined the Board in 1992. Member of the Compensation and
Nominating Committees. Director of Baxter International Inc., Iowa State
Bank and Trust Company, OncorMed, Inc., and Blue Cross & Blue Shield of
Iowa and South Dakota.
PHOTO FRANK S. COTTRELL (54)
Vice President of Deere & Company (manufacturing), Moline, Illinois,
since 1993 and General Counsel since 1991. Joined the Board in 1992.
Member of the Audit and Strategy Committees. Director of Homelite, Inc.
PHOTO JACK W. EUGSTER (51)
Chairman and Chief Executive Officer of Musicland Stores Corp.
(specialty retailer), Minneapolis, Minnesota, since 1986 and President
since 1981. Joined the Board in 1987. Chair of the Compensation
Committee and member of the Executive Committee. Director of Damark,
Inc., Donaldson Company, Inc., Josten's, Inc. and ShopKo Stores, Inc.
PHOTO MEL FOSTER, JR. (69)
Chairman of Mel Foster Co. Inc. (real estate and insurance), Davenport,
Iowa, since 1970. Joined the Board in 1972. Chair of the Nominating
Committee and member of the Compensation and Executive Committees.
Director of Norwest Bank Iowa, N.A.
</TABLE>
3
<PAGE>
<TABLE>
<C> <S>
PHOTO NOLDEN GENTRY (59)
Partner in the law firm of Brick, Gentry, Bowers, Swartz, Stoltze,
Schuling & Levis, P.C., Des Moines, Iowa, since 1983. Joined the Board
in 1988. Vice Chair of the Strategy Committee.
PHOTO JAMES M. HOAK, JR. (53)
Chairman of Heritage Media Corporation (broadcasting and advertising),
Dallas, Texas, since 1987, Chairman of Hoak Capital Corporation (private
investment company) since 1991, Chairman of Hoak Breedlove Wesneski &
Co. (investment banking and securities broker-dealer) since 1996.
Chairman and Chief Executive Officer of Crown Media, Inc. (cable
television), Dallas, Texas from 1991 to 1995. Joined the Board in 1983.
Vice Chair of the Finance Committee and member of the Compensation
Committee. Director of Dynamex, Inc., Pier 1 Imports, Inc. and Texas
Industries, Inc.
PHOTO RICHARD L. LAWSON (67)
President and Chief Executive Officer of the National Mining Association
(all minable resources), Washington, D. C., since 1995. President of the
National Coal Association, a predecessor organization, and member of its
Board of Directors and Executive Committee from 1987 to 1995. Joined the
Board in 1989. Member of the Audit Committee. Retired from the United
States Air Force in 1986 as a four star general. Formerly Deputy
Commander and Chief of the U. S. European Command and Chief of Staff,
Supreme Headquarters Allied Powers, Europe.
PHOTO ROBERT L. PETERSON (64)
Chairman and Chief Executive Officer of IBP, inc. (meat processor),
Dakota City, Nebraska, since 1980, President since 1977 and Director
since 1976. Joined the Board in 1990. Member of the Executive and
Nominating Committees.
PHOTO NANCY L. SEIFERT (67)
Executive Vice President of James F. Seifert & Sons L.L.C. (retail),
Cedar Rapids, Iowa, since 1993. Retired as a merchandise executive with
Seifert's Inc. in 1990. Joined the Board in 1985. Vice Chair of the
Compensation Committee and member of the Strategy Committee.
</TABLE>
4
<PAGE>
<TABLE>
<C> <S>
PHOTO W. SCOTT TINSMAN (64)
Co-Founder and Vice President of Twin-State Engineering and Chemical
Company (engineering services and chemical manufacturing), Davenport,
Iowa, since 1958. Joined the Board in 1988. Chair of the Finance
Committee and member of the Audit Committee.
PHOTO LEONARD L. WOODRUFF (68)
President of Woodruff Construction Company (contractor), Fort Dodge,
Iowa, since 1979. Joined the Board in 1972. Member of the Executive and
Finance Committees.
</TABLE>
ORGANIZATION OF THE BOARD OF DIRECTORS
The Board of Directors has established the following committees to perform
various delegated functions.
The Audit Committee considers matters pertaining to financial reporting and
internal accounting controls and held four meetings. The Executive Committee
exercises certain authority of the Board of Directors on behalf of the entire
Board and held four meetings. The Finance Committee considers matters pertaining
to the Company's financing plans, its nonregulated businesses and pension, trust
and other investment activities and held eight meetings. The Compensation
Committee considers matters pertaining to compensation of officers and directors
and management succession and administers certain executive officer and director
compensation plans and held five meetings. The Strategy Committee advises the
Board of Directors on strategic matters pertaining to the Company and its
operations and held two meetings.
The Nominating Committee recommends candidates for annual election to the
Board of Directors and to fill vacancies on the Board of Directors that may
arise from time to time. The Nominating Committee held two meetings. Candidates
will be selected without regard to race, creed, color, sex or national origin
and must be a citizen of the United States and have demonstrated outstanding
business and civic accomplishments. The Nominating Committee will consider all
candidates recommended by shareholders in accordance with the procedure
established in the Company's Bylaws which requires recommendations to be
submitted in writing ninety days in advance of the annual meeting of
shareholders. Such recommendations should include the name and address of the
shareholder and the candidate pursuant to which the recommendation is being
made, such other information about the candidate as is required to be included
in the Company's proxy statement and the consent of the candidate to serve as a
director if elected. Recommendations should be sent to the Corporate Secretary,
MidAmerican Energy Holdings Company, P.O. Box 657, Des Moines, Iowa 50303-0657.
The Board of Directors of the Company, and MidAmerican Energy Company as the
Company's predecessor prior to the formation of the holding company, held nine
meetings during 1996. All directors attended at least 75% of the aggregate
number of meetings of the Board of Directors and the Board Committees on which
they served.
5
<PAGE>
DIRECTORS' COMPENSATION
The Board of Directors believes it is important that its members have an
equity interest in the Company. As a result, the Board of Directors has adopted
a policy that each director must own at least 1,000 shares of MidAmerican Common
Stock at the time the director becomes a member of the Board of Directors. In
addition, a portion of each non-employee director's compensation for service as
a director of the Company is paid in restricted shares of MidAmerican Common
Stock pursuant to the 1995 Long-Term Incentive Plan. The plan provides that upon
the initial election of each non-employee director to the Board of Directors,
whether at an annual election or to fill a vacancy, 800 restricted shares of
MidAmerican Common Stock will be granted to each such director. Additional
grants of 800 restricted shares of MidAmerican Common Stock will be made
annually on May 1 to each director who continues on the Board of Directors.
Non-employee directors are restricted from disposing of such restricted shares
of MidAmerican Common Stock until such time as the director ceases to be a
director of the Company.
In addition to the restricted stock component of non-employee director
compensation, directors each receive an annual retainer fee of $12,000.
Directors who are not also employees of the Company each receive a fee of $750
for attendance at each regular or special meeting of the Board of Directors and
each meeting of a Committee of the Board of Directors.
The Board of Directors has elected not to adopt a retirement plan for
directors, although a predecessor company maintained a nonqualified retirement
plan for directors. The predecessor company entered into agreements with those
directors continuing as directors of the Company after the merger of
Iowa-Illinois and Midwest Resources (Messrs. Aalfs, Christensen, Christiansen,
Eugster, Gentry, Hoak, Lawson and Peterson) whereby the Company agreed to vest
accrued benefits for each such director as of June 30, 1995. The accrued benefit
for each such director was determined by multiplying the number of months of
service as a director by one-twelfth of the then annual retainer ($15,000). The
maximum total benefit is based on 120 months of service as a director and the
minimum service requirement was waived. The accrued benefit is payable quarterly
in cash out of general corporate funds when the respective director ceases to be
a director of the Company in accordance with the terms of such retirement plan.
Directors have the opportunity to make an election prior to the commencement
of each year to defer a portion or all of their cash compensation received for
service as a director of the Company pursuant to the Directors Deferred
Compensation Plan. Amounts previously deferred or earned under predecessor
companies' deferred compensation plans will be distributed in accordance with
each such plan's respective provisions upon termination of a director's service
as a director.
6
<PAGE>
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the beneficial ownership, reported to the Company
as of February 21, 1997, of MidAmerican Common Stock of each director and
nominee, the two individuals serving in the office of the chief executive
officer of MidAmerican Energy Company until July 1, 1996, and the four other
most highly compensated executive officers and, as a group, directors, nominees
and executive officers. No member of the group owned any of the preferred stock
of MidAmerican Energy Company. To the Company's knowledge, no single entity owns
of record or beneficially more than five percent of any class of the outstanding
voting securities of the Company.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP PERCENT OF
NAME OF BENEFICIAL OWNER (1) CLASS
- - ---------------------------------------------------------- ---------------------- -------------
<S> <C> <C>
John W. Aalfs............................................. 4,680 *
Stanley J. Bright......................................... 71,061(2) *
Ross D. Christensen....................................... 15,296(3) *
Russell E. Christiansen................................... 84,950(4) *
John W. Colloton.......................................... 2,421 *
Frank S. Cottrell......................................... 3,070 *
Jack W. Eugster........................................... 4,680 *
Mel Foster, Jr............................................ 31,590(5) *
Nolden Gentry............................................. 3,755(6) *
James M. Hoak, Jr......................................... 6,610 *
Richard L. Lawson......................................... 3,211(7) *
Robert L. Peterson........................................ 3,198 *
Nancy L. Seifert.......................................... 3,794(8) *
W. Scott Tinsman.......................................... 4,099 *
Leonard L. Woodruff....................................... 23,692 *
Ronald W. Stepien......................................... 17,839(9) *
Lynn K. Vorbrich.......................................... 32,671(10) *
Stephen E. Shelton........................................ 15,451(11) *
Beverly A. Wharton........................................ 31,782(12) *
Directors and executive officers as a group
(22 persons)............................................. 410,676(13) *
</TABLE>
- - ------------------------
* Less than one percent of the shares of MidAmerican Common Stock outstanding.
(1) Beneficial ownership of each of the shares of MidAmerican Common Stock
listed in the foregoing table is comprised of sole voting power and sole
investment power, unless otherwise noted. The shares reported for the
non-employee directors and nominees includes 1,600 shares of restricted
stock granted in accordance with the 1995 Long-Term Incentive Plan. See
"Directors' Compensation" for a discussion of these grants.
(2) Includes 37,500 shares which Mr. Bright has the right to acquire within 60
days upon the exercise of stock options, 6,423 shares held in a Section
401(k) defined contribution plan as of December 31, 1996 and 1,697 shares
beneficially owned by Mr. Bright and his spouse.
7
<PAGE>
(3) Includes 8,480 shares held by Dr. Christensen and his partner in a profit
sharing trust and 5,000 shares held in an individual retirement account.
(4) Includes 37,500 shares which Mr. Christiansen has the right to acquire
within 60 days upon the exercise of stock options, 12,052 shares held in a
Section 401(k) defined contribution plan as of December 31, 1996 and 8,040
shares beneficially owned by Mr. Christiansen and his spouse.
(5) Includes 2,940 shares held by Mr. Foster's spouse, 14,700 shares held by a
company of which Mr. Foster is an officer and shareholder and 5,000 shares
held by a family partnership of which Mr. Foster is a partner.
(6) Includes 1,360 shares held in an individual retirement account.
(7) Includes 1,611 shares beneficially owned by General Lawson and his spouse.
(8) Includes 2,194 shares held by a trust for which Mrs. Seifert is trustee.
(9) Includes 10,000 shares which Mr. Stepien has the right to acquire within 60
days upon the exercise of stock options and 1,162 shares held in a Section
401(k) defined contribution plan as of December 31, 1996.
(10) Includes 15,000 shares which Mr. Vorbrich has the right to acquire within
60 days upon the exercise of stock options, 2,674 shares held in a Section
401(k) defined contribution plan as of December 31, 1996 and 784 shares
beneficially owned by Mr. Vorbrich and his spouse.
(11) Includes 7,400 shares held in a Section 401(k) defined contribution plan as
of December 31, 1996.
(12) Includes 15,000 shares which Mrs. Wharton has the right to acquire within
60 days upon the exercise of stock options, 1,326 shares held in a Section
401(k) defined contribution plan as of December 31, 1996, 4,678 shares
beneficially owned by Mrs. Wharton and her spouse and 450 shares
beneficially owned in a custodial account for a minor child.
(13) Includes 135,000 shares which the executive officers have the right to
acquire within 60 days upon the exercise of stock options, shares held in
defined contribution plans as of December 31, 1996 and shares beneficially
owned jointly with and individually by family members of directors and
executive officers.
8
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation for services in all
capacities to the Company (including predecessor companies) and its subsidiaries
for the fiscal years ended December 31, 1996, 1995 and 1994 of those persons who
were (i) during the year ended December 31, 1996, the two members of the office
of the chief executive officer (until July 1, 1996, when Mr. Bright assumed all
responsibilities of such office for MidAmerican Energy Company) and (ii) at
December 31, 1996, the other four most highly compensated executive officers of
the Company ("named executive officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION (4)
--------------------------
AWARDS PAYOUTS
ANNUAL COMPENSATION ------------- -----------
-------------------------------------------------- SECURITIES LTIP ALL OTHER
NAME AND SALARY BONUS OTHER ANNUAL UNDERLYING PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) COMPENSATION($) OPTIONS(#)(2) ($) ($)(3)
- - ---------------------------- --------- --------- --------- ----------------- ------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Russell E. Christiansen .... 1996 475,000 0 0 0 -- 37,358
Chairman(1) 1995 427,500 148,000 60,267 150,000 -- 26,370
1994 415,000 0 0 0 -- 26,370
Stanley J. Bright .......... 1996 443,750 0 0 0 -- 28,845
President and Chief 1995 356,000 105,000 53,525 150,000 -- 5,850
Executive Officer(1) 1994 300,800 45,120 0 0 -- 31,452
Ronald W. Stepien .......... 1996 198,333 0 0 20,000 -- 11,136
Executive Vice 1995 176,000 33,900 13,500 40,000 -- 4,584
President 1994 155,750 15,600 0 0 -- 4,469
Lynn K. Vorbrich ........... 1996 248,333 0 0 0 -- 15,457
Executive Vice 1995 241,500 67,850 21,482 60,000 -- 11,083
President 1994 238,000 0 0 0 -- 11,083
Stephen E. Shelton ......... 1996 217,083 0 0 40,000 -- 10,503
Senior Vice President 1995 223,083 42,538 0 0 -- 5,880
1994 206,000 20,600 0 0 -- 30,278
Beverly A. Wharton ......... 1996 218,333 0 0 0 -- 8,050
Senior Vice President 1995 191,450 56,550 0 60,000 -- 4,918
1994 173,000 0 0 0 -- 4,918
</TABLE>
- - ------------------------
(1) On July 1, 1996 Mr. Christiansen, then serving as Chairman and Chairman of
the Office of the Chief Executive Officer of MidAmerican Energy Company,
became Chairman, and Mr. Bright, who was serving as President and President
of the Office of the Chief Executive Officer, became President and Chief
Executive Officer.
(2) Consists of options granted pursuant to the 1995 Long-Term Incentive Plan.
(3) Amounts for 1996 consist of (i) contributions by the Company to defined
contribution plans of $5,850 for each of Messrs. Bright and Stepien and Mrs.
Wharton, $5,358 for Mr. Christiansen, $5,657 for Mr. Vorbrich and $4,898 for
Mr. Shelton and (ii) $32,000, $22,995, $9,800, $5,286 and $5,605 for Messrs.
Christiansen, Bright, Vorbrich, Stepien and Shelton, respectively, and
$2,200 for Mrs. Wharton for supplemental life insurance.
(4) As of December 31, 1996, Messrs. Christiansen, Bright, Stepien, Vorbrich and
Shelton and Mrs. Wharton held 27,150, 27,150, 6,677, 11,874, 8,051 and
10,327 restricted shares of MidAmerican Common Stock, respectively, having a
value of $431,006, $431,006, $105,997, $188,500, $127,810 and $163,941,
respectively, based on the closing price of MidAmerican Common Stock at
December 31, 1996. The restricted stock was granted as performance shares
pursuant to the 1995 Long-Term Incentive Plan. See the "Compensation
Committee Report on Executive Compensation" and the table of "Long-Term
Incentive Plans-Awards in Last Fiscal Year."
9
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
- - --------------------------------------------------------------------------------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS EMPLOYEES PRICE EXPIRATION PRESENT VALUE
NAME GRANTED (#) IN FISCAL YEAR ($/SHARE) DATE ($)(2)
- - ----------------------------------------------- ----------- ----------------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Russell E. Christiansen........................ 0 0 n/a n/a n/a
Stanley J. Bright.............................. 0 0 n/a n/a n/a
Ronald W. Stepien.............................. 20,000 20% 15.75 10/30/06 29,600
Lynn K. Vorbrich............................... 0 0 n/a n/a n/a
Stephen E. Shelton............................. 40,000 40% 15.75 10/30/06 59,200
Beverly A. Wharton............................. 0 0 n/a n/a n/a
</TABLE>
- - ------------------------
(1) The options shown in the foregoing table were granted pursuant to the 1995
Long-Term Incentive Plan. The aggregate number of shares attributable to the
1996 grants is 100,000.
The exercise price (the price the recipient must pay to purchase each share
of MidAmerican Common Stock that is the subject of the option) is equal to
the fair market value of MidAmerican Common Stock on the date of grant of
the option. All options shown were granted on October 30, 1996 and reflect
the closing price of MidAmerican Common Stock on that date. Options may be
exercised during a period that begins one year after the date of grant and
ends ten years after the date of the grant. During the exercise period the
recipient of the option grant may exercise 25% of the total options granted
after one year from the date of the grant, 50% after two years from the date
of the grant, 75% after three years from the date of the grant and all of
the options after four years from the date of the grant. Options become
fully exercisable in the event of termination of employment with the Company
by reason of disability, retirement at age 55 and after five years of
service with the Company, death or a change in control as defined in the
plan.
(2) The Black-Scholes Option Pricing Model was used to determine the grant date
present value of the stock options granted in 1996 by the Company to the
named executive officers. Under the Black-Scholes Option Pricing Model, the
grant date present value of the stock options referred to in the table was
$1.48.
The ultimate values of the options will depend on the future market price of
MidAmerican Common Stock, which cannot be forecast with reasonable accuracy.
The actual value, if any, an option holder will realize upon exercise of an
option will depend on the excess of the market price of MidAmerican Common
Stock over the exercise price on the date the option is exercised.
The material assumptions and adjustments incorporated in the model in
estimating the value of the options include the following:
- An exercise price of the option of $15.75, equal to the fair market value
of the underlying stock on the date of the grant.
- An option term of ten years.
- An interest rate of 6.53% that represents the interest rate on a U.S.
Treasury security on the date of the grant with a maturity date
corresponding to that of the option term.
- Volatility of 17.62% calculated using daily stock prices for the one-year
period prior to the grant date.
- Dividends at the rate of $1.20 per share representing the annualized
dividends paid with respect to a share of MidAmerican Common Stock at the
date of the grant.
10
<PAGE>
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR END FISCAL YEAR END
(#) ($)(1)
------------------ ------------------
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE
- - -------------------------------------------------------------------------- ------------------ ------------------
<S> <C> <C>
Russell E. Christiansen................................................... 37,500/112,500 51,563/154,688
Stanley J. Bright......................................................... 37,500/112,500 51,563/154,688
Ronald W. Stepien......................................................... 10,000/ 50,000 13,750/ 43,750
Lynn K. Vorbrich.......................................................... 15,000/ 45,000 20,625/ 61,875
Stephen E. Shelton........................................................ 0/ 40,000 0/ 5,000
Beverly A. Wharton........................................................ 15,000/ 45,000 20,625/ 61,875
</TABLE>
- - ------------------------
(1) Based on the closing price of MidAmerican Common Stock at December 31, 1996
of $15.875 per share. See footnote (1) to the Option Grants in Last Fiscal
Year table.
LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERFORMANCE OR
NUMBER OF SHARES, OTHER PERIOD UNTIL
UNITS OR OTHER MATURATION OR
NAME RIGHTS(#)(1) PAYOUT
- - ------------------------------------------------------------------------- ----------------- -------------------
<S> <C> <C>
Russell E. Christiansen.................................................. 13,475 6/30/99
Stanley J. Bright........................................................ 13,475 6/30/99
Ronald W. Stepien........................................................ 3,200 6/30/99
Lynn K. Vorbrich......................................................... 5,583 6/30/99
Stephen E. Shelton....................................................... 3,651 6/30/99
Beverly A. Wharton....................................................... 4,857 6/30/99
</TABLE>
- - ------------------------
(1) The restricted stock awards shown in the foregoing table were made pursuant
to the 1995 Long-Term Incentive Plan and are subject to achievement of
specific performance measures during a three-year performance period ending
June 30, 1999. During this performance period, the holder of the restricted
stock will be entitled to receive the dividends on the restricted stock and
vote the stock; however, the stock will not be vested until the achievement
of the performance measures. A participant whose employment is terminated
due to retirement will receive a PRO RATA portion of such participant's
total award based on the participant's service as an employee during the
performance period or as otherwise determined by the Board of Directors in
its sole discretion. The performance shares will vest, however, in the event
of termination of employment with the Company by reason of disability, death
or a change in control as defined in the plan. See the "Compensation
Committee Report on Executive Compensation" for a discussion of the
restricted stock awards.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation.
The Compensation Committee is comprised of directors who are not current or
former officers or employees of the Company or any of its subsidiaries. The
Committee has the following responsibilities:
11
<PAGE>
- Review and recommend to the Board of Directors the election of officers of
the Company annually and at such other times as may be recommended by the
Chief Executive Officer of the Company.
- Formally review not less than annually the performance of the Chief
Executive Officer, the President and other designated senior officers and
recommend to the Board of Directors the criteria to be used in determining
senior management compensation. The Compensation Committee shall recommend
all elements of compensation, including base salary, annual and long-term
incentive award opportunities, for each of the senior officers, including
the Chief Executive Officer, for approval by the Board of Directors.
- Review and recommend to the Board of Directors the adoption of and
significant amendments to all nonqualified compensation plans, including
annual and long-term incentive compensation, stock option, supplemental
retirement and deferred compensation plans.
- Review and approve all elements of compensation, including base salary,
annual and long-term incentive award opportunities, for all officers of
the Company other than senior officers.
- Periodically review plans for management development and succession to
assure proficiency and continuity in the Company's management.
The Company has adopted a compensation policy which is designed to
compensate management with salary, incentives and benefits at the top quartile
level commensurate with top quartile performance of the Company as compared to
utility companies. The measurement of top quartile performance is in terms of
total shareholder return as discussed in this report. Company performance that
does not achieve top quartile performance will not result in management
compensation at top quartile levels. Comparative utility companies consist of
electric, gas and combination utilities that are members of utility industry
associations, some of which may also be included in the published industry index
referenced in the shareholder return performance graph. The industry index
referenced in the shareholder return performance graph is the Dow Jones
Utilities Index which consists of 15 public utility companies, many of which are
larger than MidAmerican in terms of revenues and assets. In order to provide a
broad comparison of utility industry compensation, the Committee annually
reviews one or more of the compensation surveys (some utilities may appear on
more than one survey) made available by the Edison Electric Institute
(approximately 115 surveyed utility companies), the American Gas Association
(approximately 95 surveyed utility companies) and the Company's compensation
consultant (approximately 25 surveyed utility companies).
Incentive plans and performance review processes are intended to encourage
and reward outstanding performance at the top quartile level. In addition to
aligning compensation levels with the Company's performance in terms of
shareholder value, the compensation policy and the goals set for incentive plans
are designed to attract and retain highly qualified and capable executives. As a
result, the policy places a portion, ranging from approximately one-fourth to
one-half, of total compensation at risk in recognition of the importance placed
on increasing shareholder value.
The Committee has established a policy of annually reviewing executive
compensation for the purpose of determining base salaries for the next year. As
part of its review, the Committee evaluates overall corporate performance,
including earnings, comparative utility and general industry compensation levels
and salary recommendations made by the Chief Executive Officer. The Committee
then recommends base salaries to the Board of Directors for the senior officers
of the Company and approves such salaries for all other officers. The Committee
also sets targets and goals for the annual and long-term incentive compensation
plans and evaluates the attainment of these targets and goals in order to
determine the level of incentive awards to be made, if any.
BASE SALARIES. Base salaries for the named executive officers are targeted
at the midpoint of the applicable salary band which has a one hundred percentage
point range between the band minimum and the band maximum. The midpoint of the
salary band is determined by taking the average of
12
<PAGE>
competitive market data available in the utility industry for comparative
companies, including companies having nonregulated operations, as determined
through compensation surveys prepared by utility industry associations and the
Company's compensation consultant. While it is the policy of the Company to use
the salary band midpoint as the target for annual salary levels, individual and
business unit performance are also considered in determining actual base
salaries.
Base salaries for the named executive officers were adjusted effective
January 1, 1996. Base salaries for the named executive officers, except for
Messrs. Christiansen and Bright, were also adjusted effective November 1, 1996
in recognition of the greater responsibilities of each resulting from a
restructuring of the Company's operations designed to better position the
Company for a more competitive environment. It is not expected that general base
salary adjustments for the named executive officers will be made between
November 1, 1996 and December 31, 1997.
ANNUAL INCENTIVE COMPENSATION. In 1995, the Company adopted a Key Employee
Short-Term Incentive Compensation Plan for key employees, including the named
executive officers. Since threshold corporate performance goals pertaining to
corporate earnings growth for 1996 were not achieved, no awards under the plan
were made to plan participants, including Messrs. Christiansen and Bright and
the other named executive officers, for the year 1996.
LONG-TERM INCENTIVE COMPENSATION. The 1995 Long-Term Incentive Plan was
adopted by the Board of Directors in 1995 and approved by the shareholders in
April 1996. Under the plan, officers and other key employees, including the
named executive officers, may be awarded incentive stock options, non-statutory
stock options, stock appreciation rights, restricted stock, bonus stock and
performance shares, individually or in combination, upon the achievement of
specific performance measures. Upon the recommendation of the Committee, the
Board of Directors approved the grant of stock options to the named executive
officers in the amounts shown in the table of Option Grants for the Fiscal Year.
Stock options were granted to Messrs. Stepien and Shelton in recognition of
increased responsibilities associated with their election to senior officer
positions. In addition, the Committee recommended and the Board of Directors
approved the grant of restricted shares of MidAmerican Common Stock to the named
executive officers in the amounts shown on the table of Long-Term Incentive Plan
Awards for the performance period ending June 30, 1999. Under the plan, it is
contemplated that restricted stock will be granted at the beginning of each
three-year performance period; however, the shares are not earned or distributed
to the participant unless the performance targets for that period have been met.
The performance target for this performance period is a total shareholder return
(as measured by growth in stock price and dividends) by the Company that is in
the top quartile of electric and combination gas and electric utilities included
in the Value Line Investment Survey. During the performance period, the
participant has the right to vote the shares and receive dividends thereon.
CHIEF EXECUTIVE OFFICERS' COMPENSATION
Although the minimum base salary for each of Mr. Christiansen, Chairman, and
Mr. Bright, President and Chief Executive Officer, is specified by their
respective employment contracts, their total compensation, including base salary
and annual and long-term incentive compensation, is determined by the Board of
Directors upon the recommendation of the Committee in accordance with the
policies described above. The measures of the Company's performance upon which
each of Messrs. Christiansen's and Bright's total 1996 compensation was based
were the achievement of certain financial goals, including total shareholder
return and earnings per share, the effective management of issues related to the
restructuring of the Company's regulated and nonregulated operations in
preparation for a more competitive environment, including the formation of a
holding company and the disposition of non-core assets, and overall leadership
of the Company.
Messrs. Christiansen and Bright received 1996 base salary adjustments of
eighteen and three-quarters percent and seventeen and four-fifths percent,
respectively, in recognition of the effective management of transition issues
related to the merger of Iowa-Illinois and Midwest Resources in 1995 and the
corresponding realization of cost saving measures expected to yield
approximately $50 million
13
<PAGE>
annually. Mr. Christiansen, Chairman of the Company, also served as Chairman of
the Office of the Chief Executive Officer of MidAmerican Energy Company until
July 1, 1996. On July 1, 1996 Mr. Bright, President, and formerly President of
the Office of the Chief Executive Officer, assumed all duties of Chief Executive
Officer and, in accordance with his employment agreement and in recognition of
the increased responsibilities associated with the position, received an
increase in base salary to a level commensurate with that of Mr. Christiansen.
As stated above, neither Mr. Christiansen nor Mr. Bright received annual
incentive awards since the 1996 corporate performance goals relating to
shareholder return and earnings per share were not achieved.
Each of Messrs. Christiansen and Bright received awards of restricted shares
of MidAmerican Common Stock in 1996 in the respective amounts disclosed in the
table of Long-Term Incentive Plans-Awards in Last Fiscal Year. These awards were
made pursuant to the 1995 Long-Term Incentive Plan and in accordance with the
Company's executive compensation policy of more closely aligning executive
compensation with shareholder value. The restricted stock awards are subject to
the achievement of the total shareholder return performance goal at the end of
the three-year performance period. Neither Mr. Christiansen nor Mr. Bright
received an award of stock options in 1996.
The Committee believes that executive compensation for 1996 reflects its
policy of aligning executive compensation with an enhanced shareholder value and
ensuring that the Company's goals and performance are consistent with the
interests of the shareholders.
COMPENSATION COMMITTEE
J. W. Eugster, Chair
N. L. Seifert, Vice Chair
R. A. Burnett (retiring as a director in 1997)
J. W. Colloton
M. Foster, Jr.
J. M. Hoak, Jr.
14
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following is a line graph comparing the yearly change in the cumulative
total shareholder return on MidAmerican Common Stock to the cumulative total
return of the S&P 500 Index and the Dow Jones Utilities Index (which does not
include the Company) for the five-year period commencing December 31, 1991 and
ending December 31, 1996.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG MIDAMERICAN ENERGY HOLDINGS COMPANY, THE S & P 500 INDEX
AND THE DOW JONES UTILITIES AVERAGE INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
MIDAMERICAN ENERGY HOLDINGS COMPANY S&P 500 DOW JONES UTILITIES AVERAGE
<S> <C> <C> <C>
Dec-91 100 100 100
Dec-92 88 108 104
Dec-93 106 118 114
Dec-94 89 120 97
Dec-95 119 165 128
Dec-96 121 203 139
</TABLE>
*Assumes that the value of the investment in MidAmerican Common Stock and
each index was $100 on December 31, 1991 and that all dividends were reinvested.
Information shown for the Company prior to July 1, 1995 is a pro forma
calculation based on an investment in each of the predecessor companies
amounting to $56 for Midwest Resources and $44 for Iowa-Illinois on December 31,
1991.
RETIREMENT PLANS
The Company maintains a Supplemental Retirement Plan for Designated Officers
("Supplemental Plan") to provide additional retirement benefits to designated
participants, as determined by the Board of Directors. Messrs. Christiansen,
Bright, Shelton, Stepien and Vorbrich and Mrs. Wharton are participants in the
Supplemental Plan. The Supplemental Plan provides retirement benefits up to
sixty-five percent of a participant's Total Cash Compensation in effect
immediately prior to retirement. "Total Cash Compensation" means the highest
amount payable to a participant as annual base salary during the five years
immediately prior to retirement plus the average of the participant's last three
years' awards under an annual incentive bonus program. Participants must be
credited with five years service in order to be eligible to receive benefits
under the Supplemental Plan. Each of the named executive officers has or will
have five years of credited service with the Company as of their respective
normal retirement age and will be eligible to receive benefits under the
Supplemental Plan. A participant who elects early retirement is entitled to
reduced benefits under the Supplemental Plan.
15
<PAGE>
A survivor benefit is payable to a surviving spouse under the Supplemental Plan.
Benefits from the Supplemental Plan will be paid out of general corporate funds,
however, the Company, through a rabbi trust, maintains life insurance on the
participants in amounts expected to be sufficient to fund the after-tax cost of
the projected benefits. Deferred compensation is considered part of the salary
covered by the Supplemental Plan.
The supplemental retirement benefit will be reduced by the amount of the
participant's regular retirement benefit under the MidAmerican Energy Company
Cash Balance Retirement Plan ("MidAmerican Retirement Plan") which became
effective January 1, 1997, and by benefits under the Iowa-Illinois Gas and
Electric Company Supplemental Retirement Plan ("Iowa-Illinois Supplemental
Plan"), the Midwest Resources Inc. Supplemental Executive Retirement Plan ("MWR
Supplemental Plan") or the Iowa Resources Inc. and Subsidiaries Supplemental
Retirement Income Plan ("IOR Supplemental Plan"), as applicable.
The MidAmerican Retirement Plan replaces retirement plans of predecessor
companies which were structured as traditional, defined benefit plans. Under the
MidAmerican Retirement Plan, each participant has an account, for record keeping
purposes only, to which credits are allocated each payroll period based upon a
percentage of the participant's salary paid in the current pay period. In
addition, all balances in the accounts of participants earn a fixed rate of
interest which is credited annually. The interest rate for a particular year is
based on the one-year U. S. Treasury Bill plus one percentage point. At
retirement or other termination of employment, an amount equal to the vested
balance then credited to the account is payable to the participant in the form
of a lump sum or a form of annuity for the entire benefit under the MidAmerican
Retirement Plan.
The Iowa-Illinois Supplemental Plan provides for retirement benefits equal
to sixty-five percent of a participant's highest annual total cash compensation
during the three years prior to retirement reduced by the participant's
MidAmerican Retirement Plan benefit. A participant who elects early retirement
is entitled to reduced benefits under the plan. A survivor benefit is payable to
a surviving spouse. Deferred compensation is considered a part of salary covered
by the Iowa-Illinois Supplemental Plan.
The MWR Supplemental Plan provides a participant, upon retirement at age 65
with thirty or more years of service, an annual retirement benefit equal to
sixty percent of final average annual earnings which is defined as the average
of salary plus bonus for the five highest consecutive years during the
participant's employment with the Company. A participant who elects early
retirement is entitled to reduced benefits under the plan. A survivor benefit is
payable to a surviving spouse. Deferred compensation is considered a part of
salary covered by the MWR Supplemental Plan.
Part A of the IOR Supplemental Plan provides retirement benefits up to
sixty-five percent of a participant's highest annual salary during the five
years prior to retirement reduced by the participant's MidAmerican Retirement
Plan benefit. The percentage applied is based on years of credited service. A
participant who elects early retirement is entitled to reduced benefits under
the plan. A survivor benefit is payable to a surviving spouse. Benefits are
adjusted annually for inflation. Part B of the IOR Supplemental Plan provides
that an additional one hundred-fifty percent of annual salary is to be paid out
to participants at the rate of ten percent per year over fifteen years, except
in the event of a participant's death, in which event the unpaid balance would
be paid to the participant's beneficiary or estate. Deferred compensation is
considered part of the salary covered by the IOR Supplemental Plan.
The table below shows the estimated aggregate annual benefits payable under
the Supplemental Plan and the MidAmerican Retirement Plan. The amounts exclude
Social Security and are based on a straight life annuity and retirement at ages
55, 60 and 65. Federal law limits the amount of benefits payable to an
individual through the tax qualified defined benefit and contribution plans, and
benefits exceeding such limitation are payable under the Supplemental Plan.
16
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFIT
-------------------------------------
TOTAL CASH AGE AT RETIREMENT
COMPENSATION -------------------------------------
AT RETIREMENT 55 60 65
- - ----------------- ----------- ----------- -----------
<S> <C> <C> <C>
200$,000....... $ 110,000 $ 120,000 $ 130,000
250,000 137,500 150,000 162,500
300,000 165,000 180,000 195,000
350,000 192,500 210,000 227,500
400,000 220,000 240,000 260,000
450,000 247,500 270,000 292,500
500,000 275,000 300,000 325,000
550,000 302,500 330,000 357,500
600,000 330,000 360,000 390,000
650,000 357,500 390,000 422,500
700,000 385,000 420,000 455,000
750,000 412,500 450,000 487,500
</TABLE>
EMPLOYMENT AGREEMENTS
On December 1, 1996, the Employment Agreements between Messrs. Christiansen
and Bright and the Company became effective. Pursuant to his Employment
Agreement, Mr. Christiansen serves as Chairman of the Board of Directors of the
Company until May 31, 1997. For a three year period commencing June 1, 1997, Mr.
Christiansen will serve as a consultant to the Company.
Pursuant to his Employment Agreement, Mr. Bright serves as President and
Chief Executive Officer of the Company. Commencing on June 1, 1997 and until
July 1, 2000, Mr. Bright will serve as Chairman of the Board of Directors and
Chief Executive Officer of the Company.
The Employment Agreements provide that the Company may terminate the
employment of either Mr. Christiansen or Mr. Bright (i) in the event of a breach
of the respective Employment Agreement in any material respect as determined by
the vote of not less than two-thirds of the entire Board of Directors of the
Company, (ii) for cause as determined by an affirmative vote of not less than
two-thirds of the entire Board of Directors of the Company or (iii) upon the
affirmative vote of not less than two-thirds of the entire Board of Directors of
the Company, provided that in the case of (iii), the Company will be obligated
to make all salary and bonus payments and to provide all benefits specified in
the Employment Agreement through the end of the Employment Agreement's term,
notwithstanding its termination.
The Employment Agreements provide that Messrs. Christiansen and Bright are
to receive annual base salaries of not less than $400,000 and $350,000,
respectively, executive officer benefits and management bonuses based on the
achievement of corporate goals and objectives. In addition to executive officer
benefits, Mr. Christiansen is to receive annual compensation of $50,000 for his
service as a consultant during the consulting period.
If either of Messrs. Christiansen's or Bright's employment is terminated for
cause or due to breach of his respective Employment Agreement, he will receive
earned and unpaid salary accrued through the end of the month in which such
termination occurs. In the event of their death during the term of their
respective Employment Agreements, salary payments will terminate on the date
death benefits are made available to their respective beneficiaries under the
Company's benefit plans.
In addition to Mr. Christiansen's Employment Agreement, an agreement between
a predecessor company and Mr. Christiansen remains in effect. That agreement
provides for certain benefits in the event of a termination of employment other
than for cause within five years following a change in control which is defined
as (i) the public announcement or commencement of a tender offer by another
entity of 20% or more of the Company's outstanding common stock, (ii)
shareholder approval of a merger in which the Company is not the surviving
corporation or which results in the Company
17
<PAGE>
shareholders owning less than a majority of the voting securities of the
surviving corporation, (iii) the sale, lease or transfer of all or substantially
all of the assets of the Company or (iv) a change in the majority of the members
of the Board of Directors within any 24 month period. The merger creating
MidAmerican Energy Company in 1995 did not constitute a change in control for
which Mr. Christiansen may receive benefits under the agreement if he terminates
his employment or his employment is terminated without cause.
As part of the termination benefits, Mr. Christiansen may elect to either
(i) continue to receive his Base Salary (which means the higher of his monthly
rate of pay for the month immediately preceding termination or his twelve month
average rate of pay) and benefits until age 62 and then the greater of the
retirement benefits available to the person in his former position or those
available to him at the time of termination or (ii) receive a present value lump
sum payment for such period net of any excise tax equal to his Base Salary and
benefits with the continuation of health and life insurance and disability
coverage. In the event his employment is terminated after five years following a
change in control but before age 62, Mr. Christiansen is entitled to all
available benefits and a trust will be established for payment of benefits under
the applicable supplemental executive retirement plan without reduction for
early retirement. During the first six months following a change in control, Mr.
Christiansen may terminate his employment and receive all available benefits for
three years or until the sum of such benefits would cause the imposition of an
excise tax. Mr. Christiansen would also be entitled to reimbursement of certain
legal expenses to enforce this agreement. In exchange for such benefits, Mr.
Christiansen has agreed not to disclose any proprietary information or undertake
any activity competing with or resulting in material economic damage to the
Company.
The MidAmerican Energy Company Severance Plan, adopted July 1, 1995 (the
"Severance Plan") provides Severance Benefits (as hereinafter defined) for ten
specified officers, five of whom were each officers of Midwest Resources or
Midwest Power Systems Inc., a predecessor company, and Iowa-Illinois
(collectively, the "Specified Officers"), for a two year period ending on July
1, 1997 (the "Term"), if such Specified Officer incurs a Qualifying Termination.
Each of the named executive officers, except for Messrs. Christiansen and
Bright, are covered by the Severance Plan. A Qualifying Termination means a
termination of employment of a Specified Officer occurring within the Term
either (i) involuntarily for any reason (except in the instance of a felony) or
(ii) voluntarily if the Specified Officer has furnished the President of the
Company with six months prior written notice of the intent to voluntarily
terminate employment. Termination of employment due, in whole or in part, to the
commission of a felony by a Specified Officer will not constitute a Qualifying
Termination under the Severance Plan. All Severance Benefits (as hereinafter
defined) for a Specified Officer charged with a felony will be suspended until
such time as a felony charge is finally disposed. Conviction of a felony or a
plea of no contest to a felony will be sufficient to disqualify the Specified
Officer for Severance Benefits.
"Severance Benefits" under the Severance Plan include: (i) an amount equal
to two times the Specified Officer's highest Total Cash Compensation (defined as
annual salary plus bonus) payable in a lump sum on the effective date of the
Qualifying Termination; (ii) the Specified Officer's accrued vacation pay
through the effective date of the Qualifying Termination, payable in a lump sum
on such date; (iii) continuation of the welfare benefits of health insurance,
disability insurance and group term life insurance for a period of 24 full
calendar months after the effective date of the Qualifying Termination; and (iv)
standard outplacement services for a period of 24 full calendar months after the
effective date of the Qualifying Termination. In addition, Specified Officers
are eligible to receive a cash "gross-up" payment equal to the federal excise
tax, if any, due on the total severance package.
Iowa-Illinois maintained a severance plan ("Iowa-Illinois Severance Plan")
for ten named officers ("Designated Officer") who are entitled to receive
Severance Benefits (as hereinafter defined), if a Qualifying Termination (as
hereinafter defined) occurs within 24 full calendar months after a Change in
Control (as hereinafter defined). Messrs. Bright, Shelton and Stepien are
Designated Officers.
18
<PAGE>
A "Change in Control" means either (i) the closing date of the restructuring
of Iowa-Illinois as a result of a merger, consolidation, takeover or
reorganization unless at least 60% of the members of the board of directors of
the corporation resulting from such merger, consolidation, takeover or
reorganization were members of the incumbent Iowa-Illinois Board of Directors;
or (ii) the occurrence of any other event that is designated as being a "Change
in Control" by a majority vote of the incumbent Iowa-Illinois Board of Directors
who are not also employees of Iowa-Illinois. The merger creating MidAmerican
Energy Company on July 1, 1995 constituted a Change in Control within the
meaning of the Iowa-Illinois Severance Plan.
A "Qualifying Termination" occurs when a Designated Officer's employment
with Iowa-Illinois, or any of its subsidiaries, or the corporation which results
from such Change in Control, is terminated either (a) involuntarily for any
reason; or (b) voluntarily, provided that the Designated Officer shall have
furnished to the President of such corporation six full months prior written
notice of the intent to voluntarily terminate employment.
"Severance Benefits" include (i) an amount equal to two times the Designated
Officer's highest Total Cash Compensation (defined as annual salary and bonus),
to be paid in a lump sum on the effective date of his/her Qualifying
Termination; and (ii) the Designated Officer's accrued vacation pay through the
effective date of the Qualifying Termination of such Designated Officer to be
paid in a lump sum on the effective date of such Qualifying Termination; and
(iii) a continuation of the welfare benefits of health insurance, disability
insurance, and group term life insurance for 24 full calendar months after the
effective date of the Designated Officer's Qualifying Termination, at the same
premium cost and at the same coverage level as in effect on such effective date;
and (iv) standard outplacement services from a nationally recognized firm of the
Designated Officer's selection for a period up to 24 full calendar months after
the effective date of the Designated Officer's Qualifying Termination or until
such Designated Officer obtains subsequent employment, whichever period is less.
The cost of such services shall not exceed 20% of the Designated Officer's Total
Cash Compensation. In addition, Designated Officers are eligible to receive a
cash "gross-up" payment equal to federal excise tax, if any, due on the total
severance package.
Designated Officers must elect between payment under the Iowa-Illinois
Severance Plan or the Company Severance Plan in the event of a termination of
employment.
On November 1, 1996, the MidAmerican Energy Company Severance Plan for
Specified Officers (the "MidAmerican Plan") became effective. The MidAmerican
Plan provides for MidAmerican Severance Benefits (as defined hereinafter) to
those eligible participants in the Severance Plan who agree to the waiver and
release of their Severance Benefits under the Severance Plan and, if applicable,
the Iowa-Illinois Severance Plan. Under the MidAmerican Plan, a Qualifying
Termination means a termination of employment of a Specified Officer either (i)
involuntarily for any reason (except in the instance of a felony) or (ii)
voluntarily within 24 months after a Change in Control (defined hereinafter),
should a Specified Officer's (a) job reporting location be changed by more than
30 miles, (b) total cash compensation opportunity be reduced or (c) duties and
responsibilities be substantially reduced. Termination of employment due, in
whole or in part, to the commission of a felony by a Specified Officer will not
constitute a Qualifying Termination under the MidAmerican Plan. All MidAmerican
Severance Benefits for a Specified Officer charged with a felony will be
suspended until such time as a felony charge is finally disposed. Conviction of
a felony will be sufficient to disqualify the Specified Officer for MidAmerican
Severance Benefits. A plea of no contest to a felony will not be sufficient to
disqualify the Specified Officer for MidAmerican Severance Benefits.
A "Change in Control" means either (i) the closing date of the restructuring
of the Company as a result of a merger, consolidation, takeover or
reorganization unless at least 60% of the members of the board of directors of
the Company resulting from such merger, consolidation, takeover or
reorganization were members of the incumbent MidAmerican Board of Directors; or
(ii) any occurrence or any other event that is designated as being a "Change in
Control" by a majority vote of the incumbent MidAmerican Board of Directors who
are not also employees of MidAmerican.
19
<PAGE>
"MidAmerican Severance Benefits" under the MidAmerican Plan include: (i) an
amount equal to two times the Specified Officer's highest Total Cash
Compensation (defined as annual salary plus bonus) payable in a lump sum on the
effective date of the Qualifying Termination; (ii) the Specified Officer's
accrued vacation pay through the effective date of the Qualifying Termination,
payable in a lump sum on such date; (iii) continuation of the welfare benefits
of health insurance, disability insurance and group term life insurance for a
period of 24 full calendar months after the effective date of the Qualifying
Termination, and (iv) standard outplacement services for a period of 24 full
calendar months after the effective date of the Qualifying Termination (the cost
of such services not to exceed 20% of the Specified Officer's Total Cash
Compensation). In addition, Specified Officers are eligible to receive a cash
"gross-up" payment equal to the federal excise tax, if any, due on the total
severance package.
In consideration of the waiver and release of the right to receive any prior
Severance Benefits, the Company agreed to an irrevocable grant of three years
additional service or age for the purpose of determining benefits under the
Supplemental Plan and a phantom stock retention bonus equal to one year's annual
base salary in effect on November 1, 1996 to vest in three equal installments on
each January 1 commencing in 1998 and conditioned upon the continued employment
of the eligible participant on such dates. Of the eligible participants who are
named executive officers, Mr. Stepien and Mrs. Wharton have agreed to the waiver
and release.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, accountants and auditors, have examined the books,
accounts and records of the Company for the year 1996 and have rendered their
auditors' report thereon. A representative of Arthur Andersen LLP is expected to
be present at the annual meeting with the opportunity to make a statement if so
desired and to be available to respond to appropriate questions. The Board of
Directors has not yet selected an independent public accountant for fiscal year
1997, pending completion of a review process by the Audit Committee.
1998 SHAREHOLDER PROPOSALS
In order for proposals of MidAmerican Energy Holdings Company Common
Shareholders intended to be presented at the annual meeting of shareholders to
be held in 1998 to be considered for inclusion in the MidAmerican Energy
Holdings Company Proxy Statement and form of proxy relating to that meeting,
such proposals must be received by the Company on or before November 18, 1997.
Proposals should be sent to the Corporate Secretary, MidAmerican Energy Holdings
Company, P.O. Box 657, Des Moines, Iowa 50303-0657.
MidAmerican's Bylaws establish advance notice procedures as to business to
be brought before an annual meeting of shareholders other than by or at the
direction of the Board of Directors. A shareholder may bring business before an
annual meeting only by delivering notice to the Company 120 days in advance of
such meeting, or if less than 120 days disclosure of the meeting date is
provided, not later than the seventh day following the date such disclosure of
the meeting date is made. Such notice must include a description of and the
reasons for bringing the proposed business before the meeting, any material
interest of the shareholder in such business and certain other information about
the shareholder. The 1998 annual meeting of shareholders is expected to be held
on April 29, 1998. A shareholder proposal intended to be brought before the 1998
annual meeting must be received on or prior to December 31, 1997.
These requirements are separate and apart from and in addition to the
Securities and Exchange Commission's ("SEC") requirements that a shareholder
must meet in order to have a shareholder proposal included in the Company's
proxy statement pursuant to SEC Rule 14a-8. Any shareholder who wishes to take
such action should obtain a copy of these Bylaws and may do so by written
request addressed to the Corporate Secretary of the Company at the address
listed above.
20
<PAGE>
OTHER MATTERS
The audited financial statements of MidAmerican Energy Holdings Company for
the year ended December 31, 1996 are included as Appendix A to this Proxy
Statement. Additional copies of such financial information will be mailed to any
shareholder upon request. COPIES OF MIDAMERICAN ENERGY HOLDINGS COMPANY'S ANNUAL
REPORT ON FORM 10-K WILL BE AVAILABLE TO SHAREHOLDERS UPON REQUEST AND WITHOUT
CHARGE AFTER ITS FILING WITH THE SECURITIES AND EXCHANGE COMMISSION ON OR BEFORE
MARCH 31, 1997.
The Board of Directors does not know of any other matter to be presented at
the meeting. If, however, any other matter properly comes before the meeting, it
is the intention of the persons named in the proxies to vote thereon in
accordance with their judgment.
By Order of the Board of Directors
Paul J. Leighton
VICE PRESIDENT AND CORPORATE SECRETARY
Des Moines, Iowa
March 14, 1997
21
<PAGE>
APPENDIX A
[LOGO]
MIDAMERICAN ENERGY HOLDINGS COMPANY
1996 FINANCIAL INFORMATION
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Management's Discussion and Analysis...................................... A-1
Consolidated Statements of Income......................................... A-16
Consolidated Balance Sheets............................................... A-17
Consolidated Statements of Cash Flows..................................... A-18
Consolidated Statements of Capitalization................................. A-19
Consolidated Statements of Retained Earnings.............................. A-21
Notes to Consolidated Financial Statements................................ A-22
Report of Management...................................................... A-44
Report of Independent Public Accountants.................................. A-45
Selected Consolidated Financial Data...................................... A-46
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
COMPANY STRUCTURE
MidAmerican Energy Holdings Company (Holdings or the Company), is an exempt
public utility holding company headquartered in Des Moines, Iowa. Effective
December 1, 1996, Holdings became the parent company of MidAmerican Energy
Company (MidAmerican), MidAmerican Capital Company (MidAmerican Capital) and
Midwest Capital Group, Inc. (Midwest Capital). Prior to December 1, 1996,
MidAmerican Capital and Midwest Capital were subsidiaries of MidAmerican.
MidAmerican was formed on July 1, 1995, as a result of the merger (the
merger) of Iowa-Illinois Gas and Electric Company, Midwest Resources Inc.
(Resources) and Midwest Power Systems Inc., the utility subsidiary of Resources.
MidAmerican is a public utility with electric and natural gas operations and
is the principal subsidiary of Holdings. MidAmerican Capital (formerly
InterCoast Energy Company), discussed below, and Midwest Capital are Holdings'
nonregulated subsidiaries. Midwest Capital functions as a regional business
development company in MidAmerican's utility service territory.
During the second quarter of 1996, the Company restructured one of its
nonregulated subsidiaries, the former InterCoast Energy Company, and changed the
subsidiary's name to MidAmerican Capital Company. In addition, the Company
formed a new subsidiary under MidAmerican Capital, named InterCoast Energy
Company (InterCoast). The new InterCoast had as its subsidiaries the Company's
wholesale nonregulated energy companies, including InterCoast Oil and Gas
Company, formerly named Medallion Production Company. MidAmerican Capital
retained as direct subsidiaries the rail service businesses, the marketable
securities and passive investment activities, and a nonregulated retail natural
gas subsidiary.
DESCRIPTION OF FINANCIAL STATEMENTS AND
MANAGEMENT'S DISCUSSION AND ANALYSIS
The merger is accounted for as a pooling-of-interests, and the consolidated
financial statements are presented as if the merger occurred as of the beginning
of the earliest period presented. Portions of the following discussion provide
information related to material changes in the financial condition and results
of operations of Holdings and MidAmerican for the periods presented based on the
combined historical information of the predecessor companies. It is not
necessarily indicative of what would have occurred had the predecessor companies
actually merged at the beginning of the earliest period.
The information presented in this management's discussion and analysis
addresses the financial condition and results of operations of Holdings and
MidAmerican. Information related to MidAmerican also relates to Holdings.
Information related to MidAmerican Capital and Midwest Capital pertains only to
the discussion of the financial condition and results of operations of Holdings.
To the extent necessary, certain discussions have been segregated to allow the
reader to identify information applicable only to Holdings.
DISCONTINUED OPERATIONS
HOLDINGS:
The Company is redeploying certain of its nonregulated investments as part
of its strategy of becoming a leading regional provider of energy and
complementary services. As discussed below, the Company discontinued some of its
nonregulated operations during the second half of 1996. The related income or
loss from operations and the anticipated losses on disposal are reflected as
discontinued operations in each of the periods presented in the Consolidated
Statements of Income. Also included in discontinued operations in the
Consolidated Statements of Income are amounts related to
A-1
<PAGE>
the Company's construction subsidiaries which were discontinued in 1994. Net
assets of the discontinued operations are separately presented in the
Consolidated Balance Sheets as Investment in Discontinued Operations.
In the fourth quarter of 1996, the Company and KCS Energy, Inc. (KCS) of
Edison, New Jersey, signed a definitive agreement to sell a portion of the
Company's nonregulated operations to KCS for $210 million in cash and 435,000
warrants to purchase KCS common stock. The sale, which included the Company's
oil and gas exploration and development operations, was completed in January
1997. The Company recorded an after-tax loss of $7.1 million for the transaction
in 1996.
The Company also intends to divest a subsidiary that developed and continues
to operate a computerized information system facilitating real-time exchange of
power in the electric industry. The Company expects the disposition to occur
during the first half of 1997 and, accordingly, recorded a $4.0 million
anticipated after-tax loss on disposal of those operations in September 1996.
MIDAMERICAN:
MidAmerican received $15.3 million in cash in 1996 as final settlement for
the sale of a former coal mining subsidiary which was reflected as discontinued
operations in 1982 by one of MidAmerican's predecessors. The final settlement
included reacquisition by the buyer of preferred equity issued to MidAmerican
and the settlement of reclamation reserves. MidAmerican recorded an after-tax
loss on disposal of $3.3 million for the transaction in September 1996. This
transaction is included in discontinued operations in the consolidated financial
statements of Holdings.
FORWARD-LOOKING STATEMENTS
From time to time, the Company or one of its subsidiaries individually may
make forward-looking statements within the meaning of the federal securities
laws that involve judgments, assumptions and other uncertainties beyond the
control of the Company or any of its subsidiaries individually. These
forward-looking statements may include, among others, statements concerning
revenue and cost trends, cost recovery, cost reduction strategies and
anticipated outcomes, pricing strategies, changes in the utility industry,
planned capital expenditures, financing needs and availability, statements of
the Company's expectations, beliefs, future plans and strategies, anticipated
events or trends and similar comments concerning matters that are not historical
facts. Investors and other users of the forward-looking statements are cautioned
that such statements are not a guarantee of future performance of the Company
and that such forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed in, or
implied by, such statements. Some, but not all, of the risks and uncertainties
include weather effects on sales and revenues, competitive factors, general
economic conditions in the Company's service territory and federal and state
regulatory actions.
A-2
<PAGE>
RESULTS OF OPERATIONS
EARNINGS
The following tables provide a summary of the earnings contributions of the
Company's operations for each of the periods presented:
<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Earnings (in millions)
Continuing operations
Electric utility.............................. $ 122.7 $ 111.9 $ 96.1
Gas utility................................... 32.0 12.6 14.5
--------- --------- ---------
Utility..................................... 154.7 124.5 110.6
Nonregulated operations....................... (11.0) (4.8) 12.5
Discontinued operations......................... (12.7) 3.1 (2.9)
--------- --------- ---------
Consolidated earnings......................... $ 131.0 $ 122.8 $ 120.2
--------- --------- ---------
--------- --------- ---------
Earnings Per Common Share
Continuing operations
Electric utility.............................. $ 1.22 $ 1.11 $ 0.97
Gas utility................................... 0.32 0.13 0.15
--------- --------- ---------
Utility..................................... 1.54 1.24 1.12
Nonregulated operations....................... (0.11) (0.05) 0.13
Discontinued operations......................... (0.13) 0.03 (0.03)
--------- --------- ---------
Consolidated earnings......................... $ 1.30 $ 1.22 $ 1.22
--------- --------- ---------
--------- --------- ---------
</TABLE>
The Company's earnings per share for 1996 increased 8 cents compared to
1995. The effect of merger-related costs on 1995 earnings and realization in
1996 of cost savings resulting from the merger had a favorable effect on the
Company's and MidAmerican's 1996 earnings compared to 1995. In addition, an
after-tax gain from the sale of certain MidAmerican storage gas supplies in 1996
and income from MidAmerican's incentive gas procurement program contributed 3
cents per share to 1996 earnings. A reduction in utility property taxes also
contributed to the improvement in earnings. The cost of a merger proposal,
discussed below, reduced utility earnings by approximately 5 cents per share in
1996. A cooler than normal summer and a favorable heating season compared to
normal resulted in an estimated decrease of 4 cents per share in 1996. For the
Company's nonregulated businesses, earnings from continuing operations decreased
6 cents per share in 1996 compared to 1995 due primarily to 1995 gains on the
sales of a telecommunications subsidiary and a partnership interest in a gas
marketing organization. As discussed below, 1996 and 1995 earnings of
nonregulated subsidiaries include write-downs of certain assets. Losses on
disposal of discontinued operations reduced 1996 earnings per share by
approximately 15 cents.
On August 5, 1996, the Company announced a proposal to merge with IES
Industries Inc. (IES), a holding company headquartered in Cedar Rapids, Iowa.
The IES board of directors rejected the Company's proposal in favor of a pending
merger with WPL Holdings and Interstate Power Co. (the Wisconsin Transaction).
The Company solicited proxies against the Wisconsin Transaction for use at the
IES annual meeting of shareholders which was held on September 5, 1996. At that
meeting, the holders of a majority of the IES common stock voted in favor of the
Wisconsin Transaction, and the Company discontinued its attempt to merge with
IES. In the effort, MidAmerican incurred tax deductible costs of $8.7 million in
1996 which are included in Other, Net in the Consolidated Statements of Income.
The Company's 1995 earnings were reduced by merger-related costs. As part of
the process of combining the operations of MidAmerican's predecessors, the
Company developed a restructuring plan which included employee incentive early
retirement, relocation and separation programs. The
A-3
<PAGE>
Company recorded $33.4 million of restructuring costs during 1995, of which
$31.9 million is included in utility operations. These costs are reflected in
Other Operating Expenses in the Consolidated Statements of Income.
In addition, the Company incurred transaction costs to complete the merger.
The Company expensed $4.6 million and $4.5 million of merger transaction costs
in 1995 and 1994, respectively. Of the total, $0.2 million of the 1994 costs
relates to nonregulated subsidiaries of the Company. These costs are included in
Other, Net in the Consolidated Statements of Income.
In total, restructuring and transaction costs reduced the Company's earnings
for 1995 by 24 cents per share. Transaction costs reduced 1994 earnings by 5
cents per share.
Write-downs of certain assets, primarily alternative energy projects, of the
Company's nonregulated subsidiaries reduced earnings by approximately $9.4
million, or 9 cents per share, and $10.2 million, or 10 cents per share, in 1996
and 1995, respectively. The write-downs reflect declines in the value of those
nonregulated investments. The pre-tax amounts of the write-downs, which are
included in Other, Net in the Consolidated Statements of Income, totaled $15.6
million and $18.0 million for 1996 and 1995, respectively.
The Company's earnings per share for 1995 were unchanged compared to 1994.
Increases in the gross margins of utility electric and natural gas operations
favorably affected earnings in 1995. Gross margin is the amount of revenues
remaining after deducting electric fuel costs or the cost of gas sold, as
appropriate. Decreases in nuclear operations and maintenance costs also
favorably affected earnings. As discussed above, merger-related costs and
write-downs of certain nonregulated assets had a significant adverse affect on
1995 earnings.
UTILITY GROSS MARGIN
ELECTRIC GROSS MARGIN:
<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Operating revenues................................ $ 1,099 $ 1,095 $ 1,022
Cost of fuel, energy and capacity................. 234 230 214
--------- --------- ---------
Electric gross margin......................... $ 865 $ 865 $ 808
--------- --------- ---------
--------- --------- ---------
</TABLE>
Variations in gross margin are the result of changes in revenues due to
price and sales volume variances. Changes in the cost of electric fuel, energy
and capacity (collectively, Energy Costs) reflect fluctuations in generation
levels and mix, fuel cost, and energy and capacity purchases. MidAmerican has
been allowed to recover Energy Costs from most of its electric utility customers
through energy adjustment clauses (EACs) in revenues. Variations in revenues
collected through the EACs, reflecting changes in Energy Costs per unit sold and
volumes sold, do not affect gross margin or net income. Refer to "Rate Matters"
under the Operating Activities and Other Matters section of Liquidity and
Capital Resources.
Electric gross margin for 1996 was unchanged compared to 1995. Electric
retail sales for 1996 increased nearly 2% compared to 1995 due to modest
customer growth and an improvement in sales not dependent upon weather. Cooler
weather conditions in the 1996 third quarter compared to the 1995 third quarter
caused a significant decrease in weather-related sales. Colder weather during
the 1996 heating seasons compared to the 1995 heating seasons helped to mitigate
the impact of the mild cooling season in 1996. Sales to the more
weather-sensitive customers have a higher margin per unit than sales to other
customers. As a result, the decrease in sales to those customers had a greater
impact on margin than increases in sales to other customers. For the year, the
impact of weather reduced electric gross margin by an estimated $15 million
compared to normal.
Increases in electric retail rates due to filings made by MidAmerican's
predecessors increased revenues and gross margin for 1996 compared to 1995.
Electric revenues in the first half of 1995
A-4
<PAGE>
reflect a $13.6 million annual increase for interim rates in connection with an
Iowa electric rate filing. Revenues for 1996 reflect the full-year effect of the
final $20.3 million annual rate increase in the proceeding, which was effective
in August 1995. Approximately $8 million of this increase relates to increased
expenses for other postretirement employee benefit (OPEB) costs. Additionally,
in August 1995, MidAmerican began collection of $18.6 million over a four-year
period related to an energy efficiency cost recovery filing. At the same time,
MidAmerican began expensing a similar amount for the amortization of previously
deferred energy efficiency costs. The amortization is included in other
operating expenses. Refer to "Energy Efficiency" in the Liquidity and Capital
Resources section for a discussion of changes in energy efficiency legislation
and potential acceleration of cost recovery.
In November 1996, MidAmerican implemented rate reductions representing
approximately $21.8 million in annual revenues related to proceedings begun in
1996. In addition, electric revenues and gross margin were reduced by $3.7
million in 1996 for a rate refund reserve for revenues prior to November 1 in
connection with one of the proceedings. Refer to "Rate Matters" in Liquidity and
Capital Resources later in this discussion for further information.
Electric gross margin for 1995 improved compared to 1994 due to the
increases in electric retail rates and a 3% increase in electric retail sales.
The increase in retail sales was due primarily to warmer temperatures in the
1995 third quarter compared to the third quarter of 1994.
In addition to the electric rate increases discussed above, in October 1994
and January 1995, MidAmerican implemented rate increases for Iowa energy
efficiency cost recovery filings which allow a total increase in electric
revenues of $31.7 million over a four-year period together with a corresponding
amortization of deferred energy efficiency costs.
Revenues from sales for resale increased $16 million for 1996 compared to
1995 and $21.2 million for 1995 compared to 1994. Variations in the amount of
available generation affected sales volumes, especially for 1995 compared to
1994. During 1994 and the first quarter of 1995, nuclear generating facilities
were out of service for an extended period. Coal delivery uncertainties also
limited MidAmerican's sales for resale in 1994. In addition, the MidAmerican
merger and the reorganization of utility functions increased MidAmerican's
ability to participate in these types of transactions. Effective November 1995,
the margin on most electric energy sales for resale is flowed through to retail
customers and has a minimal effect on gross margin and net income.
GAS GROSS MARGIN:
<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Operating revenues..................................... $ 537 $ 460 $ 492
Cost of gas sold....................................... 345 279 327
--------- --------- ---------
Gas gross margin................................... $ 192 $ 181 $ 165
--------- --------- ---------
--------- --------- ---------
</TABLE>
Variations in gas gross margin are the result of changes in revenues due to
price and sales volume variances. MidAmerican has been allowed to recover in
revenues the cost of gas sold from most of its gas utility customers through
purchase gas adjustment clauses (PGAs). Variations in revenues collected through
the PGAs, reflecting changes in the cost of gas per unit and volumes sold, do
not affect gross margin or net income.
Gross margin from gas sales increased in 1996 and 1995 compared to their
respective prior years. The increases were due both to price and sales volumes
increases. Retail sales of natural gas increased 3.1% in 1996 compared to 1995
due in part to colder weather conditions in the first quarter of 1996 than
during the first quarter of 1995. For 1996, the impact of colder than normal
weather increased gross margin by an estimated $8 million. Retail sales of
natural gas increased slightly in 1995 compared to 1994 due mainly to colder
temperatures in the fourth quarter of 1995 than in the 1994 fourth quarter.
Continued growth in the number of natural gas customers contributed to increases
in sales volumes.
A-5
<PAGE>
Another cause of the increases in gas revenues and gross margin was an
increase in gas retail service rates. Retail revenues in the first half of 1995
reflect interim rates from an $8.2 million increase in annual gas revenues in
connection with an Iowa gas rate filing by one of its predecessor companies.
MidAmerican began collecting the interim rates in October 1994. Gas revenues for
1996 reflect the full-year effect of the final rate increase of $10.6 million
annually which was effective in August 1995. Approximately $2.5 million of the
$10.6 million increase relates to increased expense for OPEB costs.
In January 1995, MidAmerican implemented a rate increase for an Iowa energy
efficiency cost recovery filing which allows an increase in gas revenues of $6.7
million over a four-year period together with a corresponding amortization of
deferred energy efficiency costs. The amortization is included in other
operating expenses. Refer to "Energy Efficiency" in the Liquidity and Capital
Resources section for a discussion of changes in energy efficiency legislation
and potential acceleration of cost recovery.
UTILITY OPERATING EXPENSES
For 1996, utility other operating expenses decreased $49.5 million compared
to 1995 due primarily to costs in 1995 of the restructuring plan discussed under
"Earnings" in the Results of Operations section and from cost savings in 1996
resulting from the merger. Utility restructuring costs in 1995 totaled $31.9
million. In addition, 1996 reflects a $4.4 million reduction in nuclear
operations costs. Partially offsetting these decreases was a $4.2 million
increase from the amortization of deferred energy efficiency costs. There were
also increases in consulting services expenses and some general administrative
costs for 1996 compared to 1995.
In addition to costs of the restructuring plan, 1995 other operating
expenses increased compared to 1994 due to increased amortization of deferred
energy efficiency costs and OPEB costs and the effect of a reduction of 1994
energy efficiency expenses to comply with the IUB regulation of these costs.
Nuclear operations costs decreased $8.6 million in 1995 compared to 1994.
Maintenance expenses increased for 1996 compared to 1995 and decreased for
1995 compared to 1994. The timing of power plant maintenance accounted for much
of the variation between the periods. The increase in power plant maintenance
for 1996 was partially offset by a $6.2 million adjustment to align inventory
accounting of predecessor companies. Maintenance expense for the Quad Cities
Nuclear Station (Quad Cities Station) increased $1.8 million for 1996 and
decreased $5.5 million for 1995 compared to the respective prior years.
Property and other taxes decreased in 1996 compared to 1995 due to a
reduction in property and payroll taxes. Lower than expected assessed property
values and tax rates reduced property tax expense for 1996. A decrease in the
number of employees as a result of the merger caused the reduction in payroll
tax expense.
NONREGULATED OPERATING REVENUES AND OPERATING EXPENSES
HOLDINGS:
Revenues of MidAmerican Capital and Midwest Capital increased a total of
$141.7 million for 1996 compared to 1995. The increase was due primarily to a
$136.1 million increase in revenues from natural gas marketing subsidiaries,
some of which did not exist in 1995. Sales volumes for the natural gas marketing
firms increased 51 million MMBtu's, or 153%, for 1996 compared to 1995. In
addition, the average price of natural gas increased in 1996.
Cost of sales includes expenses directly related to sales of natural gas.
Increases in gas sales volumes and cost per unit resulted in the increase in the
cost of sales for 1996 compared to 1995.
Average margins (total price less cost of gas) on sales of natural gas
decreased in 1996 compared to 1995 due in part to increased competition in the
nonregulated natural gas industry. As a result, total 1996 gross margin on
nonregulated natural gas sales decreased $2.5 million compared to 1995.
A-6
<PAGE>
Revenues for 1995 decreased from 1994 primarily due to a 16% reduction in
sales volumes of a nonregulated retail natural gas marketing subsidiary. A
decrease in real estate revenues and reduced revenues due to the sale of a
telecommunications subsidiary in early 1995 also contributed to the decrease.
NON-OPERATING INCOME AND INTEREST EXPENSE
MIDAMERICAN:
OTHER, NET --
Other, Net for 1996 was reduced by $8.7 million for costs incurred by
MidAmerican for its merger proposal to IES Industries Inc. During 1996,
MidAmerican recorded a pre-tax gain of $3.2 million on the sale of certain
storage gas supplies. In addition, MidAmerican recorded $2.7 million of income
as a result of successful performance under its incentive gas procurement
program and a net pre-tax gain of $1.1 million from the reacquisition of
long-term debt. As discussed in the "Earnings" section of Results of Operations,
merger transaction costs related to the Company's 1995 merger reduced Other, Net
in 1995 and 1994.
INTEREST CHARGES --
Utility interest on long-term debt decreased for 1996 compared to 1995 due
to the reacquisition of debt in 1996 and increased for 1995 compared to 1994 due
primarily to the issuance of $60 million of 7.875% Series of mortgage bonds in
November 1994. An increase in the average amount of commercial paper outstanding
during 1996 was the cause of the increase in other interest expense compared to
1995.
HOLDINGS:
REALIZED GAINS AND LOSSES ON SECURITIES, NET --
Net realized gains on securities increased for 1996 due to an increase in
gains on the disposition of equity fund holdings and managed preferred stock
portfolios. Net realized gains on securities decreased for 1995 compared to 1994
primarily from the sale of a single holding in 1994 which generated a $5.9
million pre-tax gain.
OTHER, NET --
Other, Net reflects $2.8 million more income from equity investments in 1996
than in 1995. In addition, Midwest Capital recorded a $1.8 million pre-tax gain
on the sale of the Hub Tower, a Des Moines office building, in the third quarter
of 1996, Midwest Capital had written down the carrying value of the property by
$5.8 million and $3.0 million in 1992 and in December 1995, respectively, to
reflect anticipated market values. As discussed in the "Earnings" section at the
beginning of Results of Operations, write-downs of nonregulated investments
decreased Other, Net by $15.6 million and $18.0 million for 1996 and 1995,
respectively. The $18.0 million for 1995 includes the Hub Tower write-down. In
1995, the Company also had pre-tax gains totaling $8.5 million on the sales of a
partnership interest in a gas marketing organization and a telecommunication
subsidiary.
LIQUIDITY AND CAPITAL RESOURCES
The Company has available a variety of sources of liquidity and capital
resources, both internal and external. These resources provide funds required
for current operations, construction expenditures, dividends, debt retirement
and other capital requirements.
For 1996, Holdings had net cash provided from operating activities of $351
million compared to $337 million for 1995. MidAmerican had net cash provided
from operating activities of $327 million and $333 million for 1996 and 1995,
respectively.
A-7
<PAGE>
INVESTING ACTIVITIES AND PLANS
MIDAMERICAN:
MidAmerican's primary need for capital is utility construction expenditures.
Utility construction expenditures, including allowance for funds used during
construction (AFUDC), Quad Cities Station nuclear fuel purchases and Cooper
Nuclear Station (Cooper) capital improvements, were $154 million for 1996. All
such expenditures were met with cash generated from utility operations, net of
dividends.
Utility construction expenditures for 1996 and 1995 included $11 million and
$2 million, respectively, for replacement of a certain type of plastic pipe
installed in prior years in a portion of MidAmerican's natural gas distribution
system. MidAmerican decided to replace all such pipe due to concerns about its
long-term performance. MidAmerican has filed an action seeking recovery of
replacement costs and damages from the manufacturer of the resin used in the
pipe.
Forecasted utility construction expenditures for 1997 are $200 million
including AFUDC. Capital expenditures needs are reviewed regularly by
MidAmerican's management and may change significantly as a result of such
reviews. For the years 1997 through 2001, MidAmerican forecasts $840 million for
utility construction expenditures. MidAmerican presently expects that all
utility construction expenditures for 1997 through 2001 will be met with cash
generated from utility operations, net of dividends. The actual level of cash
generated from utility operations is affected by, among other things, economic
conditions in the utility service territory, weather and federal and state
regulatory actions.
Operators of a nuclear facility are required to set aside funds to provide
for costs of future decommissioning of their nuclear facility. In general,
decommissioning of a nuclear facility means to safely remove the facility from
service and restore the property to a condition allowing unrestricted use by the
operator. Based on information presently available, MidAmerican expects to
contribute approximately $47 million during the period 1997 through 2001 to an
external trust established for the investment of funds for decommissioning the
Quad Cities Station. Currently, the funds are invested predominately in
investment grade municipal and U.S. Treasury bonds. Beginning in 1997,
MidAmerican plans to invest a portion of the funds in domestic corporate debt
and common equity securities. In addition, a portion of the payments made under
a power purchase contract with Nebraska Public Power District (NPPD) are for
decommissioning funding related to Cooper. The Cooper costs are reflected in
Other Operating Expenses in the Consolidated Statements of Income. Based on NPPD
estimates, MidAmerican expects to pay approximately $59 million to NPPD for
Cooper decommissioning during the period 1997 through 2001. NPPD invests the
funds predominantly in U.S. Treasury Bonds. MidAmerican's obligation for Cooper
decommissioning may be affected by the actual plant shutdown date and the status
of the power purchase contract at that time. MidAmerican currently recovers Quad
Cities Station decommissioning costs charged to Illinois customers through a
rate rider on customer billings. Cooper and Quad Cities Station decommissioning
costs charged to Iowa customers are included in base rates, and increases in
those amounts must be sought through the normal ratemaking process.
HOLDINGS:
Capital expenditures of nonregulated subsidiaries were $56 million for 1996.
Capital expenditures of nonregulated subsidiaries depend primarily upon the
availability of suitable investment opportunities which meet the Company's
objectives. The Company continues to evaluate nonstrategic, nonregulated
investments and may redeploy certain assets in 1997. External financing may also
be used to provide for nonregulated capital expenditures.
A-8
<PAGE>
The Company, through one of its nonregulated subsidiaries, has an investment
in Class A and Class B Common Stock of McLeod, Inc. (McLeod), a
telecommunications company. The Class B stock is convertible to Class A stock on
a one-for-one basis at the Company's option. On June 14, 1996, McLeod made an
initial public offering (IPO) of its Class A Common Stock. As part of an
investor agreement, the Company is prohibited from selling or otherwise
disposing of any of the common stock of McLeod for a period of two years from
the date of the IPO, and accordingly, no market value adjustments have been
reflected in the Company's financial statements. In the fourth quarter of 1996,
the Company made an additional investment of $10 million in McLeod Class A
Common Stock. At December 31, 1996, the carrying amount and fair value of the
Company's investment were $46.3 million and $218.3 million, respectively.
During the third quarter of 1996, a nonregulated subsidiary of the Company
made a $10 million investment in convertible preferred stock of RACOM, which is
a provider of digital wireless communications in MidAmerican's utility service
territory and surrounding areas.
MidAmerican Capital invests in a variety of marketable securities which it
holds for indefinite periods of time. In 1996, MidAmerican Capital had net cash
inflows of $55 million from its marketable securities investment activities. In
the Consolidated Statements of Cash Flows, the lines Purchase of Securities and
Proceeds from Sale of Securities consist primarily of the gross amounts of these
activities, including realized gains and losses on investments in marketable
securities.
FINANCING ACTIVITIES, PLANS AND AVAILABILITY
HOLDINGS:
As of December 31, 1996, Holdings had a $20 million line of credit available
to provide for short-term financing needs.
In addition, Holdings has the necessary authority to issue up to 6,000,000
shares of common stock through its Shareholder Options Plan (a dividend
reinvestment and stock purchase plan). Since July 1, 1995, the Company has used
open market purchases of its common stock rather than original issue shares to
meet share obligations under its Employee Stock Purchase Plan and the
Shareholder Options Plan. Holdings currently plans to continue using open market
purchases to meet share obligations under these plans.
On January 29, 1997, Holding's board of directors declared a quarterly
dividend on common shares of $0.30 per share payable March 1, 1997. The dividend
represents an annual rate of $1.20 per share.
MIDAMERICAN:
MidAmerican currently has authority from the Federal Energy Regulatory
Commission (FERC) to issue short-term debt in the form of commercial paper and
bank notes aggregating $400 million. As of December 31, 1996, MidAmerican had a
$250 million revolving credit facility agreement and a $10 million line of
credit to provide short-term financing for utility operations. MidAmerican's
commercial paper borrowings, which totaled $162 million at December 31, 1996,
are supported by the revolving credit facility and the line of credit.
MidAmerican also has a revolving credit facility which is dedicated to provide
liquidity for its obligations under outstanding pollution control revenue bonds
that are periodically remarketed.
During 1996, MidAmerican redeemed all shares of its $1.7375 Series of
preferred securities. In October, MidAmerican reacquired $28 million of its
6.95% Series first mortgage bonds due 2025 and $3.5 million of its 7.45% Series
first mortgage bonds due 2023. In December 1996, MidAmerican issued $100 million
of 6 1/2% Medium-Term Notes due 2001 and $103 million of 7.98% Series
subordinated debt debentures to a subsidiary statutory business trust which in
turn issued $100 million of 7.98% Series A redeemable preferred securities.
Proceeds from these financings were used to redeem all $40 million of
MidAmerican's 8.15% Series first mortgage bonds due 2001 and the remaining $45.8
A-9
<PAGE>
million of $1.7375 Series preferred securities mentioned above. The balance of
the proceeds was used to reduce commercial paper outstanding. Refer to Note (17)
for more discussion on Series A preferred securities.
MidAmerican currently has regulatory authority to issue an additional $300
million of preferred securities and long-term debt, including its medium-term
note program. It is management's intent to refinance certain MidAmerican debt
securities with additional issuances of unsecured debt and preferred securities
of a subsidiary trust as market conditions allow.
As of December 31, 1996, MidAmerican had $449 million of long-term debt
maturities and sinking fund requirements for 1997 through 2001.
CREDIT RATINGS --
MidAmerican's access to external capital and its cost of capital are
influenced by the credit ratings of its securities. MidAmerican's credit ratings
as of January 24, 1997, are shown in the table below. The ratings reflect only
the views of such rating agencies, and each rating should be evaluated
independently of any other rating. Generally, rating agencies base their ratings
on information furnished to them by the issuing company and on investigation,
studies and assumptions by the rating agencies. There is no assurance that any
particular rating will continue for any given period of time or that it will not
be changed or withdrawn entirely if in the judgment of the rating agency
circumstances so warrant. Such ratings are not a recommendation to buy, sell or
hold securities.
<TABLE>
<CAPTION>
MOODY'S
INVESTORS STANDARD
SERVICE & POOR'S
--------- ---------
<S> <C> <C>
Mortgage Bonds.......................................................... A2 A+
Unsecured Medium-Term Notes............................................. A3 A
Preferred Stocks........................................................ a3 A
Commercial Paper........................................................ P-1 A-1
</TABLE>
The following is a summary of the meanings of the ratings shown above and
the relative rank of MidAmerican's rating within each agency's classification
system.
Moody's top four bond ratings (Aaa, Aa, A and Baa) are generally considered
"investment grade." Obligations which are rated "A" possess many favorable
investment attributes and are considered as upper medium grade obligations.
Factors giving security to principal and interest are considered adequate but
elements may be present which suggest a susceptibility to impairment sometime in
the future. A numerical modifier ranks the security within the category with a
"1" indicating the high end, a "2" indicating the mid-range and a "3" indicating
the low end of the category. Standard & Poor's top four bond ratings (AAA, AA, A
and BBB) are considered "investment grade". Debt rated "A" has a strong capacity
to pay interest and repay principal although it is somewhat more susceptible to
the adverse effects of changes in economic conditions than debt in higher rated
categories. Standard & Poor's may use a plus (+) or minus (-) sign after ratings
to designate the relative position of a credit within the rating category.
Ratings of preferred stocks are an indication of a company's ability to pay
the preferred dividend and any sinking fund obligations on a timely basis.
Moody's top four preferred stock ratings (aaa, aa, a and baa) are generally
considered "investment grade". Moody's "a" rating is considered to be an upper
medium grade preferred stock. Earnings and asset protection are expected to be
maintained at adequate levels in the foreseeable future. Standard & Poor's top
four preferred stock ratings (AAA, AA, A and BBB) are considered "investment
grade". Standard & Poor's "A" rating indicates adequate earnings and asset
protection.
Moody's top three commercial paper ratings (P-1, P-2 and P-3) are generally
considered "investment grade". Issuers rated "P-1" have a superior ability for
repayment of senior short-term debt obligations and repayment ability is often
evidenced by a conservative structure, broad margins in earnings coverage of
fixed financial charges and well established access to a range of financial
markets
A-10
<PAGE>
and assured sources of alternate liquidity. Standard & Poor's commercial paper
ratings are a current assessment of the likelihood of timely payment of debt
having an original maturity less than 365 days. The top three Standard & Poor's
commercial paper ratings (A-1, A-2 and A-3) are considered "investment grade".
Issues rated "A-1" indicate that the degree of safety regarding timely payment
is either overwhelming or very strong. Those issues determined to possess
overwhelming safety are denoted with a plus (+) sign designation.
PREFERRED DIVIDENDS --
Preferred dividends include net gains or losses on the reacquisition of
MidAmerican preferred shares. For 1996 and 1994, preferred dividends include
losses on reacquisition totaling $1.6 million and $0.3 million, respectively.
Preferred dividends, excluding the losses on reacquisition, decreased from the
1994 amount due to the redemption of three series of preferred securities in
December 1994. A change in the preferred dividend payment date following the
merger compared to that of a predecessor company resulted in a one-time
reduction in 1995 of the preferred dividend amount.
HOLDINGS:
Continuing operations of MidAmerican Capital currently have unsecured
revolving credit facilities in the amount of $114 million. In January 1997,
MidAmerican Capital paid off the $90 million outstanding under the revolving
credit facilities with proceeds from the sale transaction with KCS. Another $100
million revolving credit facility related to discontinued operations was
terminated in January 1997, and the $84 million outstanding was paid off. In
addition, MidAmerican Capital terminated two $32 million
floating-rate-to-fixed-interest-rate swaps related to amounts outstanding under
one of the revolving credit facilities.
Excluding the above January 1997 payments, MidAmerican Capital has $142
million of long-term debt maturities and sinking fund requirements for 1997
through 2001, of which $30 million is in 1997.
During the third quarter of 1996, Midwest Capital sold the Hub Tower, a Des
Moines office building, and retired approximately $25 million of long-term debt
which was supported by a guarantee from MidAmerican. Proceeds from the sale
provided most of the funds necessary to retire the debt. The deficiency was
funded by a $4.5 million capital contribution in extinguishment of the
guarantee. Midwest Capital currently has a $25 million line of credit with
MidAmerican.
OPERATING ACTIVITIES AND OTHER MATTERS
The Company continues to adjust to its strategies and operations for the
changes it expects in the electric utility industry. The merger that resulted in
MidAmerican and the reorganization of utility operations were some of the first
steps taken to better position the Company for competition. In June 1996,
MidAmerican filed an electric pricing proposal in Iowa and Illinois that it
believes benefits customers and is designed to allow MidAmerican to function
more effectively in a competitive environment. Refer to the following discussion
under the heading "Rate Matters" for the current status of those filings. As
mentioned under "Discontinued Operations" in the Results of Operations section,
the Company has been evaluating its nonregulated investments to determine the
best use of those assets to support the Company's objective of being a leading
regional provider of energy and complementary services. The Company continues to
seek opportunities to better position itself as the industry evolves.
HOLDINGS:
During 1996, the Company began to reevaluate its nonregulated investments.
Through the evaluation process, management will determine which investments fit
the Company's objectives and which should be divested. The method of divestiture
could include alternatives from finding an immediate buyer to holding the
investment until maturity. The Company holds approximately 70 different
investments within its MidAmerican Capital and Midwest Capital subsidiaries
which it is evaluating. In 1996, the evaluation of nonregulated investments
resulted in a $20.9 million reduction
A-11
<PAGE>
in earnings because of asset impairments or a decision to pursue the sale of an
investment at below its carrying value. The process will continue for the next
18 to 24 months and could result in additional losses if the Company decides to
divest of investments for less than carrying value.
MIDAMERICAN:
REGULATORY EVOLUTION AND COMPETITION --
MidAmerican is subject to regulation by several utility regulatory agencies.
The operating environment and the recoverability of costs from utility customers
are significantly influenced by the regulation of those agencies. MidAmerican
supports changes in the electric utility industry that will create a more
competitive environment for the entire electric industry, as long as appropriate
transitional steps are in place to accommodate moving from a regulated
cost-of-service industry to a competitive industry. Although these anticipated
changes may create opportunities, they will also create additional challenges
and risks for utilities.
In December 1996, MidAmerican was selected from among 20 potential suppliers
to provide electric service for the Resale Power Group of Iowa (RPGI). The RPGI
includes 27 municipal utilities, a rural electric cooperative and an
investor-owned utility. Members of the RPGI serve nearly 27,000 retail customers
and purchase approximately 500,000 megawatt hours annually. Under the five-year
contract beginning January 1, 1999, MidAmerican will also offer electric system
maintenance services, energy efficiency services and economic development
assistance. Electricity to RPGI utilities presently is supplied by IES
Utilities. This opportunity provided MidAmerican valuable experience in the
evolving competitive electric market.
MidAmerican is a member of the Illinois Coalition for Responsible
Electricity Choice (the Coalition). The Coalition has produced draft legislation
(the Proposal) that would restructure Illinois' electric industry and allow
Illinois customers to choose their electric service provider. The Proposal is
designed to, among other things, balance tax and regulatory burdens; transition
the industry to a competitive electric marketplace in phases between the years
2000 and 2005; stabilize or reduce tariffed electric rates; provide for recovery
of prior mandated investments of the utilities; and increase flexibility for
utilities while providing for oversight of reliability and safety by the ICC.
MidAmerican expects the Proposal to be addressed by the Illinois legislature in
1997. The Illinois legislature previously passed laws allowing the filing of
alternative pricing plans by utilities and increased flexibility for agreements
with industrial customers.
In Iowa, the Iowa Utilities Board (IUB) initiated a formal inquiry
proceeding (Notice of Inquiry, Docket No. NOI-95-1) in 1995, titled "Emerging
Competition in the Electric Utility Industry," primarily as an information
gathering device. Since early in 1995, meetings have been held with a variety of
interested parties, and the IUB has established an advisory panel of which
MidAmerican is a member. The IUB staff authored a report on the findings and
potential options for restructuring in December 1996. The IUB will accept
comments on the staff report and will hold a meeting to discuss the report's
conclusions. No legislation has yet been introduced in Iowa to allow generation
or retail service competition.
The Energy Policy Act (EPAct) was enacted in 1992 to promote competition in
the wholesale electric market. In April 1996, the FERC issued final rules
(Orders 888 and 889) to direct the implementation of EPAct. In general, Orders
888 and 889, require public utilities and other transmission providers and users
to provide other companies the same transmission access, service and pricing
that they provide themselves. In compliance with Order 888, which was effective
July 9, 1996, MidAmerican has filed a pro forma open access transmission tariff
and is currently operating under it. In accordance with Order 889, which was
effective January 3, 1997, MidAmerican has separated its electric wholesale
marketing and transmission operation functions. Order 889 establishes standards
of conduct for this functional separation and further requires transmission
providers such as MidAmerican to either create or participate in an Open Access
Same Time Information System (OASIS). MidAmerican has elected to participate in
the Mid-Continent Area Power Pool OASIS. These
A-12
<PAGE>
developments assure that all transmission customers of MidAmerican, including
MidAmerican's own wholesale marketing function, can obtain transmission
information at the same time and can request service on the same basis.
A possible consequence of competition in the utility industry is the
discontinued applicability of Statement of Financial Accounting Standards (SFAS)
No. 71. SFAS 71 sets forth accounting principles for operations that are
regulated and meet certain criteria. For operations that meet the criteria, SFAS
71 allows, among other things, the deferral of costs that would otherwise be
expensed when incurred. MidAmerican's electric and gas utility operations are
currently subject to the provisions of SFAS 71, but its applicability is
periodically reexamined. If a portion of MidAmerican's utility operations no
longer meets the criteria of SFAS 71, MidAmerican would be required to eliminate
from its balance sheet the assets and liabilities related to those operations
that resulted from actions of its regulators. Although the amount of such an
elimination would depend on the specific circumstances, a material adjustment to
earnings in the appropriate period could result from the discontinuance of SFAS
71. As of December 31, 1996, MidAmerican had $374 million of regulatory assets
in its Consolidated Balance Sheet. Refer to Note (1)(c) for more detail related
to regulatory assets.
ENERGY EFFICIENCY --
In May 1996, the Iowa legislature approved a bill enhancing energy
efficiency program flexibility, eliminating mandatory spending levels for energy
efficiency programs and allowing more timely recovery of energy efficiency
expenditures as determined by the IUB. The new legislation became effective July
1, 1996. Previously, electric and gas utilities in Iowa were required to spend
approximately 2% and 1.5%, respectively, of their annual Iowa jurisdictional
revenues on energy efficiency activities. MidAmerican expects final rules on the
implementation of the new legislation in the first half of 1997, following which
MidAmerican will seek approval to accelerate recovery of deferred and current
energy efficiency costs. MidAmerican received approval to collect and is
collecting a total of $14.3 million annually for previously deferred energy
efficiency costs. The Consolidated Balance Sheet as of December 31, 1996,
included approximately $24 million of such approved costs yet to be collected
from customers. In addition, MidAmerican had approximately $88 million of energy
efficiency costs deferred and included as regulatory assets in its December 31,
1996, Consolidated Balance Sheet for which recovery will be sought in future
energy efficiency filings.
RATE MATTERS --
On June 4, 1996, MidAmerican filed an electric pricing proposal in Iowa and
Illinois. The proposal would provide MidAmerican more flexibility to negotiate
with customers who have service options and to mitigate strandable costs. The
proposal would also reduce regulatory lag in implementing new tariff services
and prices. As part of the proposal, MidAmerican would reduce electric revenues,
on a graduated basis, to the level of approximately $25 million annually within
five years and eliminate automatic fuel adjustment clauses. The price
reductions, possible due to merger and restructuring related cost savings,
reduce price disparity within customer classes and would move MidAmerican closer
to prices that it believes can be sustained in a competitive market.
On October 15, 1996, the ICC ordered MidAmerican to reduce rates for its
Illinois customers by 10%, or $13.1 million annually, effective November 3,
1996, and commenced an investigation into the reasonableness of MidAmerican's
rates. MidAmerican negotiated termination of the proceeding to reduce its rates
and withdrew its electric pricing proposal. The negotiated termination of the
rate reduction proceeding left in place the initial $13.1 million annual
reduction and included a second price reduction of $2.4 million annually to be
effective on June 1, 1997.
On August 1, 1996, the Iowa Office of Consumer Advocate (OCA) requested the
IUB to order MidAmerican to reduce its Iowa electric rates by 10.7%, or
approximately $101 million annually, in electric revenues. On September 6, 1996,
the IUB docketed the OCA request and initiated an investigation into
MidAmerican's rates. The IUB also consolidated the investigation with
MidAmerican's
A-13
<PAGE>
alternative regulation and pricing proposal for purposes of the hearings
scheduled to begin in January 1997. Effective November 1, 1996, MidAmerican
reduced its electric rates in Iowa $8.7 million annually to the levels in its
pricing proposal filed on June 4, 1996.
In January 1997, a settlement agreement between MidAmerican, the OCA and
other parties to the proceeding was negotiated. The agreement, which includes a
number of characteristics of MidAmerican's pricing proposal, is subject to
approval by the IUB. The agreement includes a tracking mechanism to currently
recover the cost of Cooper capital improvements. After reflecting the effect of
the Cooper tracking mechanism, prices for residential customers would be reduced
approximately $20 million annually by June 1, 1998, including the November 1,
1996, reduction. Rates for commercial and industrial customers would be reduced
a total of $10 million annually by June 1, 1998, through pilot projects,
negotiated rates with individual customers and, if needed, a base rate reduction
effective June 1, 1998.
In addition, the agreement accepts MidAmerican's proposal to eliminate the
energy adjustment clause (EAC) which currently is the mechanism through which
fuel costs are collected from Iowa customers. The EAC flows the cost of fuel to
customers on a current basis, and thus, fuel costs have little impact on net
income. Prospectively, base rates for Iowa customers would include a factor for
recovery of a representative level of fuel costs. To the extent actual fuel
costs vary from that factor, pre-tax earnings would be impacted. The fuel cost
factor would be reviewed in February 1999 and adjusted prospectively if actual
fuel costs vary 15% above or below the agreed factor.
Under the agreement, if MidAmerican's return on common equity exceeds 12%,
then a sharing between customers and shareholders begins, and if it exceeds 14%,
then a portion of MidAmerican's share would be used for accelerated recovery of
certain regulatory assets. The agreement permits MidAmerican to file for
increased rates if the return falls below 9%. Other parties signing the
agreement are prohibited from filing for reduced rates prior to 2001 unless the
return, after reflecting credits to customers, exceeds 14%.
As of December 31, 1996, MidAmerican had a $2.6 million liability recorded
for the portion of its Iowa electric revenues between August 1, 1996, and
October 31, 1996, that were in excess of those included in the pricing proposal.
ENVIRONMENTAL MATTERS --
The United States Environmental Protection Agency (EPA) and state
environmental agencies have determined that contaminated wastes remaining at
certain decommissioned manufactured gas plant facilities may pose a threat to
the public health or the environment if such contaminants are in sufficient
quantities and at such concentrations as to warrant remedial action.
The Company is evaluating 27 properties which were, at one time, sites of
gas manufacturing plants in which it may be a potentially responsible party
(PRP). The purpose of these evaluations is to determine whether waste materials
are present, whether such materials constitute an environmental or health risk,
and whether the Company has any responsibility for remedial action. The
Company's present estimate of probable remediation costs for these sites is $21
million. This estimate has been recorded as a liability and a regulatory asset
for future recovery through the regulatory process. Refer to Note (4)(b) of
Notes for further discussion of the Company's environmental activities related
to manufactured gas plant sites and cost recovery.
Although the timing of potential incurred costs and recovery of such cost in
rates may affect the results of operations in individual periods, management
believes that the outcome of these issues will not have a material adverse
effect on the Company's financial position or results of operations.
The Clean Air Act Amendments of 1990 (CAA) were signed into law in November
1990. MidAmerican has six wholly owned and five jointly owned coal-fired
generating stations, which represent approximately 65% of MidAmerican's electric
generating capability. Essentially all utility generating units are subject to
CAA provisions which address continuous emission monitoring, permit requirements
and fees, and emission of certain substances. By the year 2000, some Company
coal-fired
A-14
<PAGE>
generating units will be required to install emissions monitoring system
replacements or upgrades. Under current regulations, MidAmerican does not
anticipate its construction costs for the installation of emissions monitoring
system upgrades to exceed $4 million for 1997 through 2000.
ACCOUNTING ISSUES
The staff of the Securities and Exchange Commission has questioned certain
of the current accounting practices of the electric utility industry regarding
the recognition, measurement and classification of nuclear decommissioning costs
in the financial statements. In response to these questions, the FASB has issued
an Exposure Draft, "Accounting for Certain Liabilities Related to Closure or
Removal of Long-Lived Assets," which addresses the accounting for closure and
removal costs, including decommissioning of nuclear power plants. If current
electric utility industry accounting practices for such decommissioning are
changed, the annual provision for decommissioning could increase relative to
1996, and the total estimated cost for decommissioning could be recorded as a
liability with recognition of an increase in the cost of related nuclear power
plant. Due to the continuing evolution of the exposure draft, the Company is
uncertain as to the impact on its results of operations and financial position.
A-15
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
----------------------------------
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
OPERATING REVENUES
Electric utility................................................ $1,099,008 $1,094,647 $1,021,660
Gas utility..................................................... 536,753 459,588 492,015
Nonregulated.................................................... 236,851 95,106 117,550
---------- ---------- ----------
1,872,612 1,649,341 1,631,225
---------- ---------- ----------
OPERATING EXPENSES
Utility:
Cost of fuel, energy and capacity............................. 234,317 230,261 213,987
Cost of gas sold.............................................. 345,014 279,025 326,782
Other operating expenses...................................... 350,174 399,648 354,190
Maintenance................................................... 88,621 85,363 101,275
Depreciation and amortization................................. 164,592 158,950 154,229
Property and other taxes...................................... 92,630 96,350 94,990
---------- ---------- ----------
1,275,348 1,249,597 1,245,453
---------- ---------- ----------
Nonregulated:
Cost of sales................................................. 218,256 70,209 84,515
Other......................................................... 35,370 37,181 36,765
---------- ---------- ----------
253,626 107,390 121,280
---------- ---------- ----------
Total operating expenses...................................... 1,528,974 1,356,987 1,366,733
---------- ---------- ----------
OPERATING INCOME................................................ 343,638 292,354 264,492
---------- ---------- ----------
NON-OPERATING INCOME
Interest income................................................. 4,012 4,485 4,334
Dividend income................................................. 16,985 16,954 17,087
Realized gains and losses on securities, net.................... 1,895 688 7,635
Other, net...................................................... (4,020) (10,467) 4,316
---------- ---------- ----------
18,872 11,660 33,372
---------- ---------- ----------
FIXED CHARGES
Interest on long-term debt...................................... 102,909 105,550 101,267
Other interest expense.......................................... 10,941 9,449 6,446
Allowance for borrowed funds.................................... (4,212) (5,552) (3,955)
Preferred dividends of subsidiaries............................. 10,689 8,059 10,551
---------- ---------- ----------
120,327 117,506 114,309
---------- ---------- ----------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES........... 242,183 186,508 183,555
INCOME TAXES.................................................... 98,422 66,803 60,457
---------- ---------- ----------
INCOME FROM CONTINUING OPERATIONS............................... 143,761 119,705 123,098
DISCONTINUED OPERATIONS
Income from operations (net of income taxes).................... 2,117 3,059 856
Loss on disposal (net of income taxes).......................... (14,832) -- (3,765)
---------- ---------- ----------
(12,715) 3,059 (2,909)
---------- ---------- ----------
NET INCOME...................................................... $ 131,046 $ 122,764 $ 120,189
---------- ---------- ----------
---------- ---------- ----------
AVERAGE COMMON SHARES OUTSTANDING............................... 100,752 100,401 98,531
EARNINGS PER COMMON SHARE
Continuing operations........................................... $ 1.43 $ 1.19 $ 1.25
Discontinued operations......................................... (0.13) 0.03 (0.03)
---------- ---------- ----------
Earnings per average common share............................... $ 1.30 $ 1.22 $ 1.22
---------- ---------- ----------
---------- ---------- ----------
DIVIDENDS DECLARED PER SHARE.................................... $ 1.20 $ 1.18 $ 1.17
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these statements.
A-16
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
AS OF DECEMBER 31
----------------------
1996 1995
---------- ----------
<S> <C> <C>
ASSETS
UTILITY PLANT
Electric..................................................................... $4,010,847 $3,881,699
Gas.......................................................................... 723,491 695,741
---------- ----------
4,734,338 4,577,440
Less accumulated depreciation and amortization............................... 2,153,058 2,027,055
---------- ----------
2,581,280 2,550,385
Construction work in progress................................................ 49,305 104,164
---------- ----------
2,630,585 2,654,549
---------- ----------
POWER PURCHASE CONTRACT...................................................... 190,897 212,148
---------- ----------
INVESTMENT IN DISCONTINUED OPERATIONS........................................ 196,356 177,300
---------- ----------
CURRENT ASSETS
Cash and cash equivalents.................................................... 97,749 32,915
Receivables, less reserves of $2,093 and $2,296, respectively................ 312,930 228,128
Inventories.................................................................. 90,864 85,235
Other........................................................................ 11,696 18,428
---------- ----------
513,239 364,706
---------- ----------
INVESTMENTS.................................................................. 628,791 646,456
---------- ----------
OTHER ASSETS................................................................. 399,415 414,938
---------- ----------
TOTAL ASSETS................................................................. $4,559,283 $4,470,097
---------- ----------
---------- ----------
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common shareholders' equity.................................................. $1,239,946 $1,225,715
MidAmerican preferred securities, not subject to mandatory redemption........ 31,769 89,945
Preferred securities, subject to mandatory redemption:
MidAmerican preferred securities........................................... 50,000 50,000
MidAmerican-obligated preferred securities of subsidiary trust holding
solely MidAmerican junior subordinated debentures......................... 100,000 --
Long-term debt (excluding current portion)................................... 1,395,103 1,403,322
---------- ----------
2,816,818 2,768,982
---------- ----------
CURRENT LIABILITIES
Notes payable................................................................ 161,990 184,800
Current portion of long-term debt............................................ 79,598 65,295
Current portion of power purchase contract................................... 13,718 13,029
Accounts payable............................................................. 169,806 122,055
Taxes accrued................................................................ 82,254 81,898
Interest accrued............................................................. 28,513 30,635
Other........................................................................ 30,229 46,267
---------- ----------
566,108 543,979
---------- ----------
OTHER LIABILITIES
Power purchase contract...................................................... 97,504 112,700
Deferred income taxes........................................................ 752,336 724,587
Investment tax credit........................................................ 88,842 95,041
Other........................................................................ 237,675 224,808
---------- ----------
1,176,357 1,157,136
---------- ----------
TOTAL CAPITALIZATION AND LIABILITIES......................................... $4,559,283 $4,470,097
---------- ----------
---------- ----------
</TABLE>
The accompanying notes are an integral part of these statements.
A-17
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
----------------------------------
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
NET CASH FLOWS FROM OPERATING ACTIVITIES
Net Income................................................................... $ 131,046 $ 122,764 $ 120,189
Adjustments to reconcile net income to net cash provided:
Depreciation, depletion and amortization................................... 190,511 181,636 179,918
Net increase (decrease) in deferred income taxes and investment tax credit,
net....................................................................... 22,142 (961) 34,103
Amortization of other assets............................................... 20,541 19,630 9,731
Capitalized cost of real estate sold....................................... 3,568 1,744 3,723
Loss (income) from discontinued operations................................. 12,715 (3,059) 2,909
Gain on sale of securities, assets and other investments................... (10,132) (1,050) (6,409)
Other-than-temporary decline in value of investments....................... 15,566 17,971 1,791
Impact of changes in working capital, net of effects from discontinued
operations................................................................ (53,752) (21,024) (6,917)
Other...................................................................... 19,218 19,369 10,831
---------- ---------- ----------
Net cash provided........................................................ 351,423 337,020 349,869
---------- ---------- ----------
NET CASH FLOWS FROM INVESTING ACTIVITIES
Utility construction expenditures............................................ (154,198) (190,771) (211,669)
Quad Cities Nuclear Power Station decommissioning trust fund................. (8,607) (8,636) (9,044)
Deferred energy efficiency expenditures...................................... (20,390) (35,841) (28,221)
Nonregulated capital expenditures............................................ (55,788) (12,881) (9,095)
Purchase of securities....................................................... (198,947) (164,521) (113,757)
Proceeds from sale of securities............................................. 243,290 94,493 142,307
Proceeds from sale of assets and other investments........................... 33,285 34,263 6,433
Investment in discontinued operations........................................ (36,020) (9,752) (23,695)
Other investing activities, net.............................................. 8,308 6,946 (7,957)
---------- ---------- ----------
Net cash used.............................................................. (189,067) (286,700) (254,698)
---------- ---------- ----------
NET CASH FLOWS FROM FINANCING ACTIVITIES
Common dividends paid........................................................ (120,770) (118,828) (114,924)
Issuance of long-term debt, net of issuance cost............................. 99,500 12,750 180,410
Retirement of long-term debt, including reacquisition cost................... (136,616) (110,351) (102,472)
Reacquisition of preferred shares............................................ (58,176) (10) (19,916)
Issuance of preferred shares, net of issuance cost........................... 96,850 -- --
Increase (decrease) in MidAmerican Capital Company unsecured revolving credit
facility.................................................................... 44,500 95,000 (9,500)
Issuance of common shares.................................................... -- 15,083 27,760
Net increase (decrease) in notes payable..................................... (22,810) 60,300 (48,535)
---------- ---------- ----------
Net cash used.............................................................. (97,522) (46,056) (87,177)
---------- ---------- ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS.................................... 64,834 4,264 7,994
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR............................... 32,915 28,651 20,657
---------- ---------- ----------
CASH AND CASH EQUIVALENTS AT END OF YEAR..................................... $ 97,749 $ 32,915 $ 28,651
---------- ---------- ----------
---------- ---------- ----------
ADDITIONAL CASH FLOW INFORMATION:
Interest paid, net of amounts capitalized.................................... $ 107,179 $ 116,843 $ 105,004
---------- ---------- ----------
---------- ---------- ----------
Income taxes paid............................................................ $ 85,894 $ 69,319 $ 50,713
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these statements.
A-18
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
CONSOLIDATED STATEMENTS OF CAPITALIZATION
<TABLE>
<CAPTION>
AS OF DECEMBER 31
----------------------------------------------------
1996 1995
------------------------- -------------------------
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<S> <C> <C> <C> <C>
COMMON SHAREHOLDERS' EQUITY
Common shares, no par; 350,000,000 shares authorized; 100,751,713
and 100,751,713 shares outstanding, respectively.................. $ 801,431 $ 801,227
Retained earnings.................................................. 440,971 430,589
Valuation allowance, net of income taxes........................... (2,456) (6,101)
------------ ------------
1,239,946 44.0% 1,225,715 44.3%
------------ ----- ------------ -----
MIDAMERICAN PREFERRED SECURITIES (100,000,000 SHARES AUTHORIZED)
Cumulative shares outstanding not subject to mandatory redemption:
$3.30 Series, 49,523 shares...................................... 4,952 4,952
$3.75 Series, 38,320 shares...................................... 3,832 3,832
$3.90 Series, 32,630 shares...................................... 3,263 3,263
$4.20 Series, 47,369 shares...................................... 4,737 4,737
$4.35 Series, 49,950 shares...................................... 4,995 4,995
$4.40 Series, 50,000 shares...................................... 5,000 5,000
$4.80 Series, 49,898 shares...................................... 4,990 4,990
$1.7375 Series, zero and 2,400,000 shares, respectively.......... -- 58,176
------------ ------------
31,769 1.1% 89,945 3.2%
------------ ----- ------------ -----
Cumulative shares outstanding; subject to mandatory redemption:
$5.25 Series, 100,000 shares..................................... 10,000 10,000
$7.80 Series, 400,000 shares..................................... 40,000 40,000
------------ ------------
50,000 1.8% 50,000 1.8%
------------ ----- ------------ -----
MIDAMERICAN-OBLIGATED PREFERRED SECURITIES
MidAmerican-obligated mandatorily redeemable cumulative preferred
securities of subsidiary trust holding solely MidAmerican junior
subordinated debentures:
7.98% Series, 4,000,000 and zero shares, respectively............. 100,000 3.6% -- 0.0%
------------ ----- ------------ -----
LONG-TERM DEBT
MidAmerican Mortgage bonds:
5.875% Series, due 1997.......................................... -- 22,000
Adjustable Rate Series (8.8%), due 1997.......................... -- 25,000
5.05% Series, due 1998........................................... 49,100 50,000
6.25% Series, due 1998........................................... 75,000 75,000
7.875% Series, due 1999.......................................... 60,000 60,000
6% Series, due 2000.............................................. 35,000 35,000
6.75% Series, due 2000........................................... 75,000 75,000
8.15% Series, due 2001........................................... -- 40,000
7.125% Series, due 2003.......................................... 100,000 100,000
7.70% Series, due 2004........................................... 60,000 60,000
7% Series, due 2005.............................................. 100,000 100,000
7.375% Series, due 2008.......................................... 75,000 75,000
8% Series, due 2022.............................................. 50,000 50,000
7.45% Series, due 2023........................................... 26,500 30,000
8.125% Series, due 2023.......................................... 100,000 100,000
6.95% Series, due 2025........................................... 21,500 50,000
MidAmerican Pollution control revenue obligations:
5.15% to 5.75% Series, due periodically through 2003............. 8,424 10,984
5.95% Series, due 2023 (secured by general mortgage bonds)....... 29,030 29,030
</TABLE>
The accompanying notes are an integral part of these statements.
A-19
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
CONSOLIDATED STATEMENTS OF CAPITALIZATION
<TABLE>
<CAPTION>
AS OF DECEMBER 31
----------------------------------------------------
1996 1995
------------------------- -------------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
LONG-TERM DEBT (CONTINUED)
Variable Rate Series:
Due 2016 and 2017 (3.5% and 5.0%, respectively)................ $ 37,600 $ 37,600
Due 2023 (secured by general mortgage bonds, 3.5% and 5.05%,
respectively)................................................. 28,295 28,295
Due 2023 (3.5% and 5.1%, respectively)......................... 6,850 6,850
Due 2024 (3.6% and 5.25%, respectively)........................ 34,900 34,900
Due 2025 (3.5% and 5.1%, respectively)......................... 12,750 12,750
MidAmerican Notes:
8.75% Series, due 2002........................................... 240 240
6.5% Series, due 2001............................................ 100,000 --
6.4% Series, due 2003 through 2007............................... 2,000 2,000
Obligation under capital lease................................... 2,218 2,218
Unamortized debt premium and discount, net....................... (4,009) (4,126)
------------ ------------
Total utility.................................................. 1,085,398 1,107,741
------------ ------------
Nonregulated Subsidiaries Notes:
10.20% Series, due 1996 and 1997................................. -- 30,000
7.34% Series, due 1998........................................... 20,000 20,000
7.76% Series, due 1999........................................... 45,000 45,000
8.52% Series, due 2000 through 2002.............................. 70,000 70,000
8% Series, due annually through 2004............................. 205 581
Borrowings under unsecured revolving credit facility (6.2% and
6.3% respectively).............................................. 64,000 64,000
Borrowings under unsecured revolving credit facility (6.1% and
6.4%, respectively)............................................. 26,000 66,000
Borrowings under unsecured revolving credit facility (6.1%)...... 84,500 --
------------ ------------
Total Nonregulated Subsidiaries................................ 309,705 295,581
------------ ------------
1,395,103 49.5% 1,403,322 50.7%
------------ ----- ------------ -----
TOTAL CAPITALIZATION............................................... $ 2,816,818 100.0% $ 2,768,982 100.0%
------------ ----- ------------ -----
------------ ----- ------------ -----
</TABLE>
The accompanying notes are an integral part of these statements.
A-20
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
-------------------------------------
1996 1995 1994
----------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE
AMOUNTS)
<S> <C> <C> <C>
BEGINNING OF YEAR.......................................................... $ 430,589 $ 426,683 $ 421,358
----------- ----------- -----------
NET INCOME................................................................. 131,046 122,764 120,189
----------- ----------- -----------
DEDUCT (ADD):
Dividends declared on common shares of $1.20, $1.18 and $1.17 per share,
respectively.............................................................. 120,770 118,828 114,924
Other...................................................................... (106) 30 (60)
----------- ----------- -----------
120,664 118,858 114,864
----------- ----------- -----------
END OF YEAR................................................................ $ 440,971 $ 430,589 $ 426,683
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these statements.
A-21
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
(A) MERGER AND FORMATION OF THE COMPANY:
MidAmerican Energy Holdings Company (Company or Holdings) is a holding
company for MidAmerican Energy Company (MidAmerican), MidAmerican Capital
Company (MidAmerican Capital) and Midwest Capital Group, Inc. (Midwest Capital).
On April 24, 1996, MidAmerican shareholders approved a proposal to form Holdings
as a holding company for MidAmerican and its subsidiaries, MidAmerican Capital
and Midwest Capital. Effective December 1, 1996, each share of MidAmerican
common stock was exchanged for one share of Holdings common stock. As part of
the transaction, MidAmerican distributed the capital stock of MidAmerican
Capital and Midwest Capital to Holdings.
MidAmerican was formed on July 1, 1995, as a result of the merger of
Iowa-Illinois Gas and Electric Company (Iowa-Illinois), Midwest Resources Inc.
(Midwest Resources) and its utility subsidiary, Midwest Power Systems Inc.
(Midwest Power). Each outstanding share of preferred and preference stock of the
predecessor companies was converted into one share of a similarly designated
series of MidAmerican preferred stock, no par value. Each outstanding share of
common stock of Midwest Resources and Iowa-Illinois was converted into one share
and 1.47 shares, respectively, of MidAmerican common stock, no par value. The
merger was accounted for as a pooling-of-interest and the financial statements
included herein are presented as if the merger and the formation of the holding
company had occurred as of the earliest period shown.
(B) CONSOLIDATION POLICY AND PREPARATION OF FINANCIAL STATEMENTS:
The accompanying Consolidated Financial Statements include the Company and
its wholly owned subsidiaries, MidAmerican, MidAmerican Capital and Midwest
Capital. All significant intercompany transactions have been eliminated.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results may differ from those estimates.
(C) REGULATION:
MidAmerican's utility operations are subject to the regulation of the Iowa
Utilities Board (IUB), the Illinois Commerce Commission (ICC), the South Dakota
Public Utilities Commission, and the Federal Energy Regulatory Commission
(FERC). MidAmerican's accounting policies and the accompanying Consolidated
Financial Statements conform to generally accepted accounting principles
applicable to rate-regulated enterprises and reflect the effects of the
ratemaking process.
Statement of Financial Accounting Standards (SFAS) No. 71 sets forth
accounting principles for operations that are regulated and meet certain
criteria. For operations that meet the criteria, SFAS 71 allows, among other
things, the deferral of costs that would otherwise be expensed when incurred. A
possible consequence of the changes in the utility industry is the discontinued
applicability of SFAS 71. MidAmerican's electric and gas utility operations are
currently subject to the provisions of SFAS 71, but its applicability is
periodically reexamined. If a portion of MidAmerican's utility operations no
longer meets the criteria of SFAS 71, MidAmerican would be required to eliminate
from its balance sheet the regulatory assets and liabilities related to those
operations that resulted from actions of its regulators. Although the amount of
such an elimination would depend on the specific circumstances, a material
adjustment to earnings in the appropriate period could result from the
A-22
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
discontinuance of SFAS 71. The following regulatory assets, primarily included
in Other Assets in the Consolidated Balance Sheets, represent probable future
revenue to MidAmerican because these costs are expected to be recovered in
charges to utility customers (in thousands):
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
Deferred income taxes......................................................... $ 140,649 $ 144,257
Energy efficiency costs....................................................... 112,244 101,541
Debt refinancing costs........................................................ 40,230 44,370
FERC Order 636 transition costs............................................... 25,033 40,824
Environmental costs........................................................... 22,577 23,076
Retirement benefit costs...................................................... 11,025 15,354
Enrichment facilities decommissioning......................................... 11,089 8,970
Unamortized costs of retired plant............................................ 8,953 11,618
Other......................................................................... 2,655 7,396
----------- -----------
Total....................................................................... $ 374,455 $ 397,406
----------- -----------
----------- -----------
</TABLE>
(D) REVENUE RECOGNITION:
Revenues are recorded as services are rendered to customers. MidAmerican
records unbilled revenues, and related energy costs, representing the estimated
amount customers will be billed for services rendered between the meter-reading
dates in a particular month and the end of such month. Accrued unbilled revenues
are $70.1 million and $61.0 million at December 31, 1996 and 1995, respectively,
and are included in Receivables on the Consolidated Balance Sheets.
The majority of MidAmerican's electric and gas sales are subject to
adjustment clauses. These clauses allow MidAmerican to adjust the amounts
charged for electric and gas service as the costs of gas, fuel for generation or
purchased power change. The costs recovered in revenues through use of the
adjustment clauses are charged to expense in the same period. See Note 8 for a
discussion of a proposed Iowa rate settlement that would impact the electric
adjustment clause.
(E) DEPRECIATION AND AMORTIZATION:
MidAmerican's provisions for depreciation and amortization for its utility
operations are based on straight-line composite rates. The average depreciation
and amortization rates for the years ended December 31 were as follows:
<TABLE>
<CAPTION>
1996 1995 1994
----- ----- -----
<S> <C> <C> <C>
Electric........................................................................... 3.8% 3.9% 3.8%
Gas................................................................................ 3.7% 3.7% 3.6%
</TABLE>
Utility plant is stated at original cost which includes overhead costs,
administrative costs and an allowance for funds used during construction.
The cost of repairs and minor replacements is charged to maintenance
expense. Property additions and major property replacements are charged to plant
accounts. The cost of depreciable units of utility plant retired or disposed of
in the normal course of business is eliminated from the utility plant accounts
and such cost, plus net removal cost, is charged to accumulated depreciation.
An allowance for the estimated annual decommissioning costs of the Quad
Cities Nuclear Power Station (Quad Cities) equal to the level of funding is
included in depreciation expense. See Note 4(d) for additional information
regarding decommissioning costs.
A-23
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
(F) INVESTMENTS:
Investments, managed primarily through the Company's nonregulated
subsidiaries, include the following amounts as of December 31 (in thousands):
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
Investments:
Marketable securities....................................................... $ 219,890 $ 270,162
Equipment leases............................................................ 89,791 90,729
Nuclear decommissioning trust fund.......................................... 76,304 64,781
Energy projects............................................................. 30,217 36,978
Special-purpose funds....................................................... 44,932 47,046
Real estate................................................................. 45,457 68,126
Corporate owned life insurance.............................................. 27,395 22,743
Coal transportation......................................................... 18,623 12,703
Communications.............................................................. 56,333 16,332
Other....................................................................... 19,849 16,856
----------- -----------
Total..................................................................... $ 628,791 $ 646,456
----------- -----------
----------- -----------
</TABLE>
Marketable securities generally consist of preferred stocks, common stocks
and mutual funds held by MidAmerican Capital. Investments in marketable
securities classified as available-for-sale are reported at fair value with net
unrealized gains and losses reported as a net of tax amount in Common
Shareholders' Equity until realized. Investments in marketable securities that
are classified as held-to-maturity are reported at amortized cost. An
other-than-temporary decline in the value of a marketable security is recognized
through a write-down of the investment to earnings.
Investments held by the nuclear decommissioning trust fund for the Quad
Cities units are classified as available-for-sale and are reported at fair value
with net unrealized gains and losses reported as adjustments to the accumulated
provision for nuclear decommissioning.
(G) CONSOLIDATED STATEMENTS OF CASH FLOWS:
The Company considers all cash and highly liquid debt instruments purchased
with a remaining maturity of three months or less to be cash and cash
equivalents for purposes of the Consolidated Statements of Cash Flows.
Net cash provided (used) from changes in working capital, net of effects
from discontinued operations and exchange of assets was as follows (in
thousands):
<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
Receivables....................................................... $ (84,802) $ (31,314) $ 19,343
Inventories....................................................... (5,629) 7,013 8,427
Other current assets.............................................. 6,732 (4,140) 6,907
Accounts payable.................................................. 47,751 15,903 (17,466)
Taxes accrued..................................................... 356 (9,755) (19,270)
Interest accrued.................................................. (2,122) (24) (362)
Other current liabilities......................................... (16,038) 1,293 (4,496)
---------- ---------- ----------
Total........................................................... $ (53,752) $ (21,024) $ (6,917)
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
(H) ACCOUNTING FOR LONG-TERM POWER PURCHASE CONTRACT:
Under a long-term power purchase contract with Nebraska Public Power
District (NPPD), expiring in 2004, MidAmerican purchases one-half of the output
of the 778-megawatt Cooper Nuclear
A-24
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
Station (Cooper). The Consolidated Balance Sheets include a liability for
MidAmerican's fixed obligation to pay 50% of NPPD's Nuclear Facility Revenue
Bonds and other fixed liabilities. A like amount representing MidAmerican's
right to purchase power is shown as an asset.
Capital improvement costs for new property, including carrying costs, are
being deferred, amortized and recovered in rates over the term of the NPPD
contract. Capital improvement costs for property replacements, including
carrying costs, are being deferred, amortized and recovered in rates over a
five-year period.
The fuel cost portion of the power purchase contract is included in Cost of
Fuel, Energy and Capacity on the Consolidated Statements of Income. All other
costs MidAmerican incurs in relation to its long-term power purchase contract
with NPPD are included in Other Operating Expenses on the Consolidated
Statements of Income.
See Notes 4(c), 4(d) and 4(e) for additional information regarding the power
purchase contract.
(I) STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 121:
On January 1, 1996, the Company adopted SFAS No. 121 regarding accounting
for asset impairments. This statement requires the Company to review long-lived
assets for impairment whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. SFAS No. 121 also
requires rate-regulated companies to recognize an impairment for regulatory
assets for which future recovery is not probable. Adoption of SFAS No. 121 did
not have a material impact on the Company's results of operations or financial
position.
(2) LONG-TERM DEBT:
The Company's sinking fund requirements and maturities of long-term debt for
1997 through 2001 are $80 million, $235 million, $190 million, $134 million and
$125 million, respectively.
The interest rate on the Company's Adjustable Rate Series Mortgage Bonds is
reset every two years at 160 basis points over the average yield to maturity of
10-year Treasury securities. The rate was reset in 1995.
The Company's Variable Rate Pollution Control Revenue Obligations bear
interest at rates that are periodically established through remarketing of the
bonds in the short-term tax-exempt market. The Company, at its option, may
change the mode of interest calculation for these bonds by selecting from among
several alternative floating or fixed rate modes. The interest rates shown in
the Consolidated Statements of Capitalization are the weighted average interest
rates as of December 31, 1996 and 1995. The Company maintains dedicated
revolving credit facility agreements or renewable lines of credit to provide
liquidity for holders of these issues.
Substantially all the former Iowa-Illinois utility property and franchises,
and substantially all of the former Midwest Power electric utility property in
Iowa, or approximately 82% of gross utility plant, is pledged to secure mortgage
bonds.
MidAmerican Capital has $64 million and $50 million unsecured revolving
credit facility agreements which mature in 1998. Borrowings under these
agreements may be on a fixed rate, floating rate or competitive bid rate basis.
In addition, MidAmerican had a $100 million unsecured revolving credit facility
agreement which was retired in January of 1997. All subsidiary long-term
borrowings outstanding at December 31, 1996, are without recourse to Holdings.
A-25
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(3) JOINTLY OWNED UTILITY PLANT:
Under joint plant ownership agreements with other utilities, MidAmerican had
undivided interests at December 31, 1996, in jointly owned generating plants as
shown in the table below.
The dollar amounts below represent MidAmerican's share in each jointly owned
unit. Each participant has provided financing for its share of each unit.
Operating Expenses on the Consolidated Statements of Income include
MidAmerican's share of the expenses of these units (dollars in millions).
<TABLE>
<CAPTION>
COAL FIRED
NUCLEAR -----------------------------------------------------------
----------- COUNCIL
QUAD CITIES NEAL BLUFFS NEAL OTTUMWA LOUISA
UNITS UNIT UNIT UNIT UNIT UNIT
NO. 1 & 2 NO. 3 NO. 3 NO.4 NO. 1 NO. 1
----------- --------- ----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
In service date.............................. 1972 1975 1978 1979 1981 1983
Utility plant in service..................... $229 $ 126 $ 297 $ 160 $ 207 $ 530
Accumulated depreciation..................... $ 79 $ 72 $ 154 $ 82 $ 96 $ 216
Unit capacity-MW............................. 1,539 515 675 624 716 700
Percent ownership............................ 25.0% 72.0% 79.1% 40.6% 52.0% 88.0%
</TABLE>
(4) COMMITMENTS AND CONTINGENCIES:
(A) CAPITAL EXPENDITURES:
Utility construction expenditures for 1997 are estimated to be $200 million,
including $10 million for Quad Cities nuclear fuel and $9 million for Cooper
capital improvements. Nonregulated capital expenditures depend upon the
availability of investment opportunities and other factors. During 1997, such
expenditures are estimated to be approximately $39 million.
(B) ENVIRONMENTAL MATTERS:
The United States Environmental Protection Agency (EPA) and the state
environmental agencies have determined that contaminated wastes remaining at
certain decommissioned manufactured gas plant (MGP) facilities may pose a threat
to the public health or the environment if such contaminants are in sufficient
quantities and at such concentrations as to warrant remedial action.
MidAmerican is evaluating 27 properties which were, at one time, sites of
gas manufacturing plants in which it may be a potentially responsible party
(PRP). The purpose of these evaluations is to determine whether waste materials
are present, whether such materials constitute an environmental or health risk,
and whether MidAmerican has any responsibility for remedial action. MidAmerican
is currently conducting field investigations at fifteen of the sites and has
completed investigations at three of the sites. In addition, MidAmerican is
currently removing contaminated soil at four of the sites, and has completed
removals at two of the sites. MidAmerican is continuing to evaluate several of
the sites to determine the future liability, if any, for conducting site
investigations or other site activity.
MidAmerican's present estimate of probable remediation costs for the sites
discussed above is $21 million. This estimate has been recorded as a liability
and a regulatory asset for future recovery. The ICC has approved the use of a
tariff rider which permits recovery of the actual costs of litigation,
investigation and remediation relating to former MGP sites. MidAmerican's
present rates in Iowa provide for a fixed annual recovery of MGP costs.
MidAmerican intends to pursue recovery of the remediation costs from other PRPs
and its insurance carriers.
The estimate of probable remediation costs is established on a site specific
basis. The costs are accumulated in a three-step process. First, a determination
is made as to whether MidAmerican has potential legal liability for the site and
whether information exists to indicate that contaminated
A-26
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(4) COMMITMENTS AND CONTINGENCIES: (CONTINUED)
wastes remain at the site. If so, the costs of performing a preliminary
investigation are accrued. Once the investigation is completed and if it is
determined remedial action is required, the best estimate of remediation costs
is accrued. If necessary, the estimate is revised when a consent order is
issued.
The estimated recorded liabilities for these properties, which include
incremental direct costs of the remediation effort, costs for future monitoring
at sites and costs of compensation to employees for time expected to be spent
directly on the remediation effort, are based upon preliminary data. Thus,
actual costs could vary significantly from the estimates. The estimate could
change materially based on facts and circumstances derived from site
investigations, changes in required remedial action and changes in technology
relating to remedial alternatives. In addition, insurance recoveries for some or
all of the costs may be possible, but the liabilities recorded have not been
reduced by any estimate of such recoveries.
Although the timing of potential incurred costs and recovery of such costs
in rates may affect the results of operations in individual periods, management
believes that the outcome of these issues will not have a material adverse
effect on MidAmerican's financial position or results of operations.
(C) LONG-TERM POWER PURCHASE CONTRACT:
Payments to NPPD cover one-half of the fixed and operating costs of Cooper
(excluding depreciation but including debt service) and MidAmerican's share of
nuclear fuel cost (including nuclear fuel disposal) based on energy delivered.
The debt service portion is approximately $1.5 million per month for 1997 and is
not contingent upon the plant being in service. In addition, MidAmerican pays
one-half of NPPD's decommissioning funding related to Cooper.
The debt amortization and Department of Energy (DOE) enrichment plant
decontamination and decommissioning component of MidAmerican's payments to NPPD
were $14.5 million, $12.0 million and $10.8 million and the net interest
component was $3.6 million, $4.6 million and $5.4 million each for the years
1996, 1995 and 1994, respectively.
MidAmerican's payments for the debt principal portion of the power purchase
contract obligation and the DOE enrichment plant decontamination and
decommissioning payments are $13.7 million, $14.4 million, $15.0 million, $15.8
million and $16.6 million for 1997 through 2001, respectively, and $35.7 million
for 2002 through 2004.
(D) DECOMMISSIONING COSTS:
Based on site-specific decommissioning studies that include decontamination,
dismantling, site restoration and dry fuel storage cost, MidAmerican's share of
expected decommissioning costs for Cooper and Quad Cities, in 1996 dollars, is
$440 million. In Illinois, nuclear decommissioning costs are included in
customer billings through a mechanism that permits annual adjustments. Such
costs are reflected as base rates in Iowa tariffs.
For purposes of developing a decommissioning funding plan for Cooper, NPPD
assumes that decommissioning costs will escalate at an annual rate of 4.0%.
Although Cooper's operating license expires in 2014, the funding plan assumes
decommissioning will start in 2004, the currently anticipated plant shutdown
date.
As of December 31, 1996, MidAmerican's share of funds set aside by NPPD in
internal and external accounts for decommissioning was $62.9 million. In
addition, the funding plan also assumes various funds and reserves currently
held to satisfy NPPD Bond Resolution requirements will be available for plant
decommissioning costs after the bonds are retired in early 2004. The funding
schedule assumes a long-term return on funds in the trust of 6.3% annually.
Certain funds will be required to be invested on a short-term basis when
decommissioning begins and are assumed to earn
A-27
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(4) COMMITMENTS AND CONTINGENCIES: (CONTINUED)
at a rate of 4.0% annually. NPPD is recognizing decommissioning costs over the
expected service life of the plant, and 50% of the costs are included as a
component of MidAmerican's power purchased costs. The Cooper decommissioning
component of MidAmerican's payments to NPPD were $9.9 million, $8.9 million and
$8.9 million for the years 1996, 1995, and 1994, respectively, and are included
in Other Operating Expenses in the Consolidated Statements of Income. Earnings
from the internal and external trust funds, which are recognized by NPPD as the
owner of the plant, are tax exempt and serve to reduce future funding
requirements.
An external trust has been established for the investment of funds for
decommissioning the Quad Cities units. The total accrued balance as of December
31, 1996, was $76.3 million and is included in Other Liabilities and a like
amount is reflected in Investments and represents the value of the assets held
in the trust.
MidAmerican's provision for depreciation includes costs for Quad Cities
nuclear decommissioning of $8.6 million, $8.6 million and $9.1 million for 1996,
1995 and 1994, respectively. The provision charged to expense is equal to the
funding that is being collected in rates. The decommissioning funding component
of MidAmerican's Illinois tariffs assumes that decommissioning costs, related to
the Quad Cities unit, will escalate at an annual rate of 5.3% and the assumed
annual return on funds in the trust is 6.5%. The Quad Cities decommissioning
funding component of MidAmerican's Iowa tariffs assumes that decommissioning
costs will escalate at an annual rate of 6.3% and the assumed annual return on
funds in the trust is 6.5%. Earnings on the assets in the trust fund were $3.5
million, $2.5 million and $2.2 million for 1996, 1995 and 1994, respectively.
(E) NUCLEAR INSURANCE:
MidAmerican maintains financial protection against catastrophic loss
associated with its interest in Quad Cites and Cooper through a combination of
insurance purchased by NPPD (the owner and operator of Cooper) and Commonwealth
Edison (the joint owner and operator of Quad Cities), insurance purchased
directly by MidAmerican, and the mandatory industry-wide loss funding mechanism
afforded under the Price-Anderson Amendments Act of 1988. The coverage falls
into three categories: nuclear liability, property coverage and nuclear worker
liability.
NPPD and Commonwealth Edison each purchase nuclear liability insurance in
the maximum available amount of $200 million. In accordance with the
Price-Anderson Amendments Act of 1988, excess liability protection above that
amount is provided by a mandatory industry-wide program under which the owners
of nuclear generating facilities could be assessed for liability incurred due to
a serious nuclear incident at any commercial nuclear reactor in the United
States. Currently, MidAmerican's maximum potential share of such an assessment
is $79.3 million per incident, payable in installments not to exceed $10 million
annually.
The property coverage provides for property damage, stabilization and
decontamination of the facility, disposal of the decontaminated material and
premature decommissioning. For Quad Cities, Commonwealth Edison purchases
primary and excess property insurance protection for the combined interest in
Quad Cities totalling $2.1 billion. For Cooper, NPPD purchases primary property
insurance in the amount of $500 million. Additionally, MidAmerican and NPPD
separately purchase coverage for their respective obligation of $1.125 billion
each in excess of the $500 million primary layer purchased by NPPD. This
structure provides that both MidAmerican and NPPD are covered for their
respective 50% obligation in the event of a loss totalling $2.75 billion.
MidAmerican also directly purchases extra expense/business interruption coverage
to cover the cost of replacement power and/or other continuing costs in the
event of a covered accidental outage at Cooper or Quad Cities. The
A-28
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(4) COMMITMENTS AND CONTINGENCIES: (CONTINUED)
coverages purchased directly by MidAmerican, and the primary and excess property
coverages purchased by Commonwealth Edison, contain provisions for retrospective
premium assessments should two or more full policy-limit losses occur in one
policy year. Currently, the maximum retrospective amounts that could be assessed
against MidAmerican from industry mutual insurance companies for its obligations
associated with Cooper and Quad Cities combined total $13.8 million.
The master nuclear worker liability coverage is an industry-wide policy with
an aggregate limit of $200 million for the nuclear industry as a whole, which is
in effect to cover tort claims of workers as a result of radiation exposure on
or after January 1, 1988. MidAmerican's share, based on its interest in Cooper
and Quad Cities, of a maximum potential share of a retrospective assessment
under this program is $3.0 million.
(F) COAL AND NATURAL GAS CONTRACT COMMITMENTS:
MidAmerican has entered into supply and related transportation contracts for
its fossil-fueled generating stations. The contracts, with expiration dates
ranging from 1997 to 2003, require minimum payments of $68 million, $36 million,
$26 million, $19 million and $20 million for the years 1997 through 2001,
respectively, and $12 million for the total of the two years thereafter. The
Company expects to supplement these coal contracts with spot market purchases to
fulfill its future fossil fuel needs.
The Company has entered into various natural gas supply and transportation
contracts for its utility operations. The minimum commitments under these
contracts are $91 million, $78 million, $43 million, $22 million and $19 million
for the years 1997 through 2001, respectively, and $82 million for the total of
the years thereafter. During 1993 FERC Order 636 became effective, requiring
interstate pipelines to restructure their services. The pipelines will recover
the transition costs related to Order 636 from the local distribution companies.
The Company has recorded a liability and regulatory asset for the transition
costs which are being recovered by the Company through the purchased gas
adjustment clause. The unrecovered balance recorded by the Company as of
December 31, 1996, was $25 million.
(5) COMMON SHAREHOLDERS' EQUITY:
Common shares outstanding changed during the years ended December 31 as
shown in the table below (in thousands):
<TABLE>
<CAPTION>
1996 1995 1994
---------------------- ---------------------- ----------------------
AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES
----------- --------- ----------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance, beginning of year..... $ 801,227 100,752 $ 786,420 99,687 $ 759,120 97,782
Changes due to:
Issuance of common shares.... -- -- 15,083 1,065 27,760 1,911
Accrued stock options........ 623 -- -- -- -- --
Capital stock expense........ (419) -- (276) -- (377) --
Other........................ -- -- -- -- (83) (6)
----------- --------- ----------- --------- ----------- ---------
Balance, end of year........... $ 801,431 100,752 $ 801,227 100,752 $ 786,420 99,687
----------- --------- ----------- --------- ----------- ---------
----------- --------- ----------- --------- ----------- ---------
</TABLE>
A-29
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(6) RETIREMENT PLANS:
The Company has noncontributory defined benefit pension plans covering
substantially all employees. Benefits under the plans are based on participants'
compensation, years of service and age at retirement.
Funding is based upon the actuarially determined costs of the plans and the
requirements of the Internal Revenue Code and the Employee Retirement Income
Security Act. MidAmerican has been allowed to recover funding contributions in
rates.
Net periodic pension cost includes the following components for the years
ended December 31 (in thousands):
<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
Service cost-benefit earned during the period..................... $ 12,323 $ 9,817 $ 13,241
Interest cost on projected benefit obligation..................... 31,109 27,934 26,822
Decrease in pension costs from actual return on assets............ (58,460) (63,593) (7,835)
Net amortization and deferral..................................... 26,223 32,126 (21,030)
One-time charge................................................... -- 15,683 --
Regulatory deferral of incurred cost.............................. 568 (10,470) (2,871)
---------- ---------- ----------
Net periodic pension cost......................................... $ 11,763 $ 11,497 $ 8,327
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
During 1995, the Company incurred a one-time charge of $15.7 million related
to the early retirement portion of its restructuring plan. Of such cost, $3.0
million was charged to expense and the remaining amount was deferred for future
recovery through the regulatory process.
The plan assets are stated at fair market value and are primarily comprised
of insurance contracts, United States government debt and corporate equity
securities. The plans in which accumulated benefits exceed assets consist
entirely of nonqualified defined benefit plans. Although the plans have no
assets, the Company purchases corporate owned life insurance to provide funding
for the
A-30
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(6) RETIREMENT PLANS: (CONTINUED)
future cash requirements. The cash value of such insurance was $17.3 million and
$14.5 million at December 31, 1996 and 1995, respectively. The following table
presents the funding status of the plans and amounts recognized in the
Consolidated Balance Sheets as of December 31 (dollars in thousands):
<TABLE>
<CAPTION>
PLANS IN WHICH:
--------------------------------------------------
ASSETS EXCEED ACCUMULATED BENEFITS
ACCUMULATED BENEFITS EXCEED ASSETS
-------------------------- ----------------------
1996 1995 1996 1995
------------ ------------ ---------- ----------
<S> <C> <C> <C> <C>
Actuarial present value of benefit obligations:
Vested benefit obligation.................................. $ (298,237) $ (293,985) $ (36,574) $ (32,429)
Nonvested benefit obligation............................... (3,454) (7,516) (1,925) (816)
------------ ------------ ---------- ----------
Accumulated benefit obligation............................. (301,691) (301,501) (38,499) (33,245)
Provision for future pay increases......................... (79,790) (94,633) (8,733) (5,455)
------------ ------------ ---------- ----------
Projected benefit obligation............................... (381,481) (396,134) (47,232) (38,700)
Plan assets at fair value.................................... 427,828 385,598 -- --
------------ ------------ ---------- ----------
Projected benefit obligation (greater) less than plan
assets...................................................... 46,347 (10,536) (47,232) (38,700)
Unrecognized prior service cost.............................. 18,636 (15,866) 21,544 2,884
Unrecognized net loss (gain)................................. (63,173) 29,541 -- 9,431
Unrecognized net transition asset............................ (18,929) (21,521) -- --
Other........................................................ -- -- (12,811) (6,860)
------------ ------------ ---------- ----------
Pension liability recognized in the Consolidated Balance
Sheets...................................................... $ (17,119) $ (18,382) $ (38,499) $ (33,245)
------------ ------------ ---------- ----------
------------ ------------ ---------- ----------
<CAPTION>
1996 1995
------------ ----------
<S> <C> <C> <C> <C>
Assumptions used were:
Discount rate.............................................. 7.5% 7.0%
Rate of increase in compensation levels.................... 5.0% 5.0%
Weighted average expected long-term rate of return on
assets.................................................... 9.0% 8.9%
</TABLE>
The Company currently provides certain health care and life insurance
benefits for retired employees. Under the plans, substantially all of the
Company's employees may become eligible for these benefits if they reach
retirement age while working for the Company. However, the Company retains the
right to change these benefits anytime at its discretion.
In January 1993, the Company adopted SFAS No. 106, Employers Accounting for
Postretirement Benefits Other Than Pensions. The Company began expensing these
costs on an accrual basis for its Illinois customers and certain of its Iowa
customers in 1993 and including provisions for such costs in rates for these
customers. For its remaining Iowa customers, the Company deferred the portion of
these costs above the "pay-as-you-go" amount already included in rates until
recovery on an accrual basis was established in 1995. The Company is currently
amortizing the deferral, expensing the SFAS No. 106 accrual and including
provisions for these costs in rates.
A-31
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(6) RETIREMENT PLANS: (CONTINUED)
Net periodic postretirement benefit cost includes the following components
for the year ended December 31 (in thousands):
<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Service cost-benefit earned during the period........................ $ 2,118 $ 1,583 $ 2,147
Interest cost........................................................ 8,341 7,185 7,221
Increase (decrease) in benefit cost from actual return on assets..... (1,598) (2,090) 894
Amortization of unrecognized transition obligation................... 5,291 5,291 5,442
Other................................................................ (297) (262) (1,991)
One-time charge for early retirement................................. -- 4,353 --
Regulatory recognition of incurred cost.............................. 5,112 5,140 (6,218)
--------- --------- ---------
Net periodic postretirement benefit cost............................. $ 18,967 $ 21,200 $ 7,495
--------- --------- ---------
--------- --------- ---------
</TABLE>
During 1995, the Company recorded a one-time expense of $4.4 million related
to the early retirement portion of its restructuring plan.
The Company has established external trust funds to meet its expected
postretirement benefit obligations. The trust funds are comprised primarily of
guaranteed rate investment accounts and money market investment accounts. A
reconciliation of the funded status of the plan to the amounts realized as of
December 31 is presented below (dollars in thousands):
<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Accumulated present value of benefit obligations:
Retiree benefit obligation................................................ $ (78,935) $ (67,488)
Active employees fully eligible for benefits.............................. (2,798) (5,904)
Other active employees.................................................... (34,772) (33,949)
------------ ------------
Accumulated benefit obligation............................................ (116,505) (107,341)
Plan assets at fair value................................................... 36,783 26,916
------------ ------------
Accumulated benefit obligation greater than plan assets..................... (79,722) (80,425)
Unrecognized net gain....................................................... (8,810) (13,880)
Unrecognized transition obligation.......................................... 84,662 89,952
------------ ------------
Postretirement benefit liability recognized in the Consolidated Balance
Sheets..................................................................... $ (3,870) $ (4,353)
------------ ------------
------------ ------------
Assumptions used were:
Discount rate............................................................. 7.5% 7.0%
Weighted average expected long-term rate of return on assets (after
taxes)................................................................... 6.7% 6.4%
</TABLE>
For purposes of calculating the postretirement benefit obligation, it is
assumed that health care costs for covered individuals prior to age 65 will
increase by 11.0% in 1997, and that the rate of increase thereafter will decline
by 1.0% annually to an ultimate rate of 5.5% by the year 2002. For covered
individuals age 65 and older, it is assumed that health care costs will increase
by 8.0% in 1997, and that the rate of increase thereafter will decline by 1.0%
annually to an ultimate rate of 5.5% by the year 2000.
A-32
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(6) RETIREMENT PLANS: (CONTINUED)
If the assumed health care trend rates used to measure the expected cost of
benefits covered by the plans were increased by 1%, the total service and
interest cost would increase by $1.3 million and the accumulated postretirement
benefit obligation would increase by $11.9 million.
The Company sponsors defined contribution pension plans (401(k) plans)
covering substantially all employees. The Company's contributions to the plans,
which are based on the participants level of contribution and cannot exceed four
percent of the participants salaries or wages, were $4.4 million, $3.7 million
and $3.6 million for 1996, 1995 and 1994, respectively.
(7) SHORT-TERM BORROWING:
Interim financing of working capital needs and the construction program may
be obtained from the sale of commercial paper or short-term borrowing from
banks. Information regarding short-term debt follows (dollars in thousands):
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Balance at year-end........................................................ $ 161,990 $ 184,800 $ 124,500
Weighted average interest rate on year-end balance......................... 5.4% 5.7% 6.1%
Average daily amount outstanding during the year........................... $ 151,318 $ 114,036 $ 105,728
Weighted average interest rate on average daily amount outstanding during
the year.................................................................. 5.5% 6.0% 4.4%
</TABLE>
MidAmerican has authority from FERC to issue short-term debt in the form of
commercial paper and bank notes aggregating $400 million. As of December 31,
1996, MidAmerican had a $250 million revolving credit facility agreement and a
$10 million line of credit and Holdings had a $20 million line of credit.
MidAmerican's commercial paper borrowings are supported by the revolving credit
facility and the line of credit.
(8) RATE MATTERS:
On June 4, 1996, MidAmerican filed an electric pricing proposal in Iowa and
Illinois. The proposal would provide MidAmerican more flexibility to negotiate
with customers who have service options and mitigate strandable costs. The
proposal would also reduce regulatory lag in implementing new tariff services
and prices. As part of the proposal, MidAmerican would reduce electric revenues,
on a graduated basis, to the level of approximately $25 million annually within
five years and eliminate automatic fuel adjustment clauses. The price
reductions, possible due to merger and restructuring related cost savings,
reduce price disparity within customer classes and would move MidAmerican closer
to prices that it believes can be sustained in a competitive market.
On October 15, 1996, the ICC ordered MidAmerican to reduce rates for its
Illinois customers by 10%, or $13.1 million annually, effective November 3,
1996, and commenced an investigation into the reasonableness of MidAmerican's
rates. MidAmerican negotiated termination of the proceeding to reduce rates and
withdraw its electric pricing proposal. The negotiated termination of the rate
proceeding left in place the initial $13.1 million annual reduction and included
a second price reduction of $2.4 million to be effective on June 1, 1997.
On August 1, 1996, the Iowa Office of Consumer Advocate (OCA) requested the
IUB to order MidAmerican to reduce its Iowa electric rates by 10.7%, or
approximately $101 million annually, in electric revenues. On September 6, 1996,
the IUB docketed the OCA request and initiated an investigation into
MidAmerican's rates. The IUB also consolidated the investigation with
MidAmerican's alternative regulation and pricing proposal for purposes of the
hearings scheduled to begin in January 1997. Effective November 1, 1996,
MidAmerican reduced its electric rates in Iowa $8.7 million annually to the
levels in its pricing proposal filed on June 4, 1996.
A-33
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(8) RATE MATTERS: (CONTINUED)
In January 1997, a settlement agreement between MidAmerican, the OCA and
other parties to the proceeding was negotiated. The agreement, which includes a
number of characteristics of MidAmerican's pricing proposal, is subject to
approval by the IUB. The agreement includes a tracking mechanism to currently
recover the cost of Cooper capital improvements. After reflecting the effect of
the Cooper tracking mechanism, prices for residential customers would be reduced
$20 million annually by June 1, 1998, including the November 1, 1996, reduction.
Rates for commercial and industrial customers would be reduced a total of $10
million annually by June 1, 1998, through pilot projects, negotiated rates with
individual customers and, if needed, a base rate reduction effective June 1,
1998.
In addition, the agreement accepts MidAmerican's proposal to eliminate the
energy adjustment clause (EAC) which currently is the mechanism through which
fuel costs are collected from Iowa customers. The EAC flows the cost of fuel to
customers on a current basis, and thus, fuel costs have little impact on net
income. Prospectively, base rates for Iowa customers would include a factor for
recovery of a representative level of fuel costs. To the extent actual fuel
costs vary from that factor, pre-tax earnings would be impacted. The fuel cost
factor would be reviewed in February 1999 and adjusted prospectively if actual
fuel costs vary 15% above or below the agreed factor.
Under the agreement, if MidAmerican's return on common equity exceeds 12%,
then a sharing between customers and shareholders begins, and if it exceeds 14%,
then a portion of MidAmerican's share would be used for accelerated recovery of
certain regulatory assets. The agreement permits MidAmerican to file for
increased rates if the return falls below 9%. Other parties signing the
agreement are prohibited from filing for reduced rates prior to 2001 unless the
return, after reflecting credits to customers, exceeds 14%.
As of December 31, 1996, MidAmerican had a $2.6 million liability recorded
for the portion of its Iowa electric revenues between August 1, 1996, and
October 31, 1996, that were in excess of those included in the pricing proposal.
(9) DISCONTINUED OPERATIONS:
In the third quarter of 1996, the Company announced the discontinuation of
certain nonstrategic businesses in support of its strategy of becoming a leading
regional energy and complementary services provider. In November of 1996, the
Company signed a definitive agreement with KCS Energy, Inc. (KCS) to sell an oil
and gas exploration and development subsidiary and completed the sale on January
3, 1997. The Company recorded an after-tax loss of $7.1 million for the
disposition in 1996. The Company has also announced its plan to divest a
subsidiary that developed and continues to operate a computerized information
system facilitating the real-time exchange of power in the electric industry.
The Company expects the disposition to occur during the first half of 1997 and
has recorded a $4.0 million estimated after-tax loss on disposal in the third
quarter of 1996. The Company reflected as discontinued operations at September
30, 1994, all activities of a subsidiary that constructed generating facilities
and a subsidiary that constructed electric distribution and transmission
systems. Essentially all of the assets of the construction subsidiaries have
been sold but some remaining activity has been recorded in the periods reported.
In addition, in the third quarter of 1996 the Company received a final
settlement from the sale of a coal mining subsidiary which was reflected as a
discontinued operation by a predecessor company in 1982. The final settlement,
which resulted in an after-tax loss of $3.3 million, included the reacquisition
of preferred equity by the buyer and the settlement of reclamation reserves.
Proceeds received from the disposition of the oil and gas subsidiary
included $210 million in cash and 435,000 warrants to purchase KCS common stock.
The warrants were valued at $6 million.
A-34
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(9) DISCONTINUED OPERATIONS: (CONTINUED)
Proceeds received from the disposition of the construction subsidiaries and the
coal mining subsidiary settlement were $4 million and $15 million, respectively.
Net assets of the discontinued operations are separately presented on the
Consolidated Balance Sheets as Investment in Discontinued Operations. Revenues
from discontinued activities, as well as the results of operations and the
estimated loss on the disposal of discontinued operations for the years ended
December 31 are as follows (in thousands):
<TABLE>
<CAPTION>
1996 1995 1994
----------- --------- -----------
<S> <C> <C> <C>
OPERATING REVENUES................................................ $ 233,952 $ 81,637 $ 129,643
----------- --------- -----------
----------- --------- -----------
INCOME FROM OPERATIONS
Income before income taxes...................................... $ 1,638 $ 4,704 $ 1,841
Income tax benefit (expense).................................... 479 (1,645) (985)
----------- --------- -----------
Income from Operations.......................................... $ 2,117 $ 3,059 $ 856
----------- --------- -----------
----------- --------- -----------
LOSS ON DISPOSAL
Income before income taxes...................................... $ 9,047 $ -- $ (11,576)
Income tax benefit (expense).................................... (23,879) -- 7,811
----------- --------- -----------
Loss on Disposal................................................ $ (14,832) $ -- $ (3,765)
----------- --------- -----------
----------- --------- -----------
</TABLE>
(10) CONCENTRATION OF CREDIT RISK:
The Company's electric utility operations serve 555,000 customers in Iowa,
84,000 customers in western Illinois and 3,000 customers in southeastern South
Dakota. The Company's gas utility operations serve 480,000 customers in Iowa,
65,000 customers in western Illinois, 61,000 customers in southeastern South
Dakota and 4,000 customers in northeastern Nebraska. The largest communities
served by the Company are the Iowa and Illinois Quad-Cities; Des Moines, Sioux
City, Cedar Rapids, Waterloo, Iowa City and Council Bluffs, Iowa; and Sioux
Falls, South Dakota. The Company's utility operations grant unsecured credit to
customers, substantially all of whom are local businesses and residents. As of
December 31, 1996, billed receivables from the Company's utility customers
totalled $146 million.
MidAmerican Capital has investments in preferred stocks of companies in the
utility industry. As of December 31, 1996, the total cost of these investments
was $132 million.
MidAmerican Capital has entered into leveraged lease agreements with
companies in the airline industry. As of December 31, 1996, the receivables
under these agreements totalled $37 million.
(11) PREFERRED SHARES:
During 1996, MidAmerican redeemed all shares of the $1.7375 Series of
preferred stock. The redemptions were made at a premium, which resulted in a
charge to net income of $1.6 million.
During 1994, MidAmerican redeemed all of its outstanding $4.36 Series, $4.22
Series and $7.50 Series preferred shares. The redemptions were made at a
premium, which resulted in a charge to net income of $0.3 million.
The $5.25 Series Preferred Shares, which are not redeemable prior to
November 1, 1998 for any purpose, are subject to mandatory redemption on
November 1, 2003 at $100 per share. The $7.80 Series Preferred Shares have
sinking fund requirements under which 66,600 shares will be redeemed at $100 per
share each May 1, beginning in 2001 through May 1, 2006.
The total outstanding cumulative preferred stock of MidAmerican that is not
subject to mandatory redemption requirements may be redeemed at the option of
the Company at prices which, in the
A-35
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(11) PREFERRED SHARES: (CONTINUED)
aggregate, total $31.8 million. The aggregate total the holders of all preferred
stock outstanding at December 31, 1996, are entitled to upon involuntary
bankruptcy is $181.8 million plus accrued dividends. Annual dividend
requirements for all preferred stock outstanding at December 31, 1996, total
$12.3 million.
(12) SEGMENT INFORMATION:
Information related to segments of the Company's business is as follows for
the years ended December 31 (in thousands):
<TABLE>
<CAPTION>
1996 1995 1994
------------- ------------- -------------
<S> <C> <C> <C>
UTILITY
Electric:
Operating revenues....................................... $ 1,099,008 $ 1,094,647 $ 1,021,660
Cost of fuel, energy and capacity........................ 234,317 230,261 213,987
Depreciation and amortization expense.................... 140,939 136,324 132,886
Other operating expenses................................. 424,594 459,344 438,811
------------- ------------- -------------
Operating income......................................... $ 299,158 $ 268,718 $ 235,976
------------- ------------- -------------
------------- ------------- -------------
Gas:
Operating revenues....................................... $ 536,753 $ 459,588 $ 492,015
Cost of gas sold......................................... 345,014 279,025 326,782
Depreciation and amortization expense.................... 23,653 22,626 21,343
Other operating expenses................................. 106,831 122,017 111,644
------------- ------------- -------------
Operating income......................................... $ 61,255 $ 35,920 $ 32,246
------------- ------------- -------------
------------- ------------- -------------
Operating income........................................... $ 360,413 $ 304,638 $ 268,222
Other income (expense)..................................... 3,998 (4,074) (3,712)
Fixed charges.............................................. 96,753 92,036 87,157
------------- ------------- -------------
Income from continuing operations before income taxes...... 267,658 208,528 177,353
Income taxes............................................... 112,927 84,098 66,759
------------- ------------- -------------
Income from continuing operations.......................... $ 154,731 $ 124,430 $ 110,594
------------- ------------- -------------
------------- ------------- -------------
Capital Expenditures --
Electric................................................. $ 116,243 $ 133,490 $ 164,870
Gas...................................................... 37,955 57,281 46,799
</TABLE>
A-36
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(12) SEGMENT INFORMATION: (CONTINUED)
<TABLE>
<CAPTION>
1996 1995 1994
------------- ------------- -------------
NONREGULATED
<S> <C> <C> <C>
Revenues................................................. $ 236,851 $ 95,106 $ 117,550
Cost of sales............................................ 218,256 70,351 84,515
Depreciation and amortization............................ 4,854 6,010 6,935
Other operating expenses................................. 30,516 31,029 29,830
------------- ------------- -------------
Operating income (loss).................................. (16,775) (12,284) (3,730)
Other income............................................. 14,874 15,734 37,084
Fixed charges............................................ 23,574 25,470 27,152
------------- ------------- -------------
Income (loss) from continuing operations before income
taxes................................................... (25,475) (22,020) 6,202
Income taxes............................................. (14,505) (17,295) (6,302)
------------- ------------- -------------
Income (loss) from continuing operations................. $ (10,970) $ (4,725) $ 12,504
------------- ------------- -------------
------------- ------------- -------------
Capital expenditures..................................... $ 55,788 $ 12,881 $ 9,095
ASSET INFORMATION
Identifiable assets:
Electric (a)............................................. $ 2,954,324 $ 2,947,832 $ 2,915,749
Gas (a).................................................. 692,993 699,539 683,704
Used in overall utility operations....................... 114,545 30,084 46,143
Nonregulated............................................. 601,065 615,342 557,052
Investment in discontinued operations.................... 196,356 177,300 186,246
------------- ------------- -------------
Total assets........................................... $ 4,559,283 $ 4,470,097 $ 4,388,894
------------- ------------- -------------
------------- ------------- -------------
</TABLE>
- - ------------------------
(a) Utility plant less accumulated provision for depreciation, receivables,
inventories, nuclear decommissioning trust fund and regulatory assets.
(13) FAIR VALUE OF FINANCIAL INSTRUMENTS:
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments. Tariffs for the Company's utility
services are established based on historical cost ratemaking. Therefore, the
impact of any realized gains or losses related to financial instruments
applicable to the Company's utility operations is dependent on the treatment
authorized under future ratemaking proceedings.
Cash and cash equivalents -- The carrying amount approximates fair value due
to the short maturity of these instruments.
Quad Cities nuclear decommissioning trust fund -- Fair value is based on
quoted market prices of the investments held by the fund.
Marketable securities -- Fair value is based on quoted market prices.
Debt securities -- Fair value is based on the discounted value of the future
cash flows expected to be received from such investments.
Equity investments carried at cost -- Fair value is based on an estimate of
the Company's share of partnership equity, offers from unrelated third parties
or the discounted value of the future cash flows expected to be received from
such investments.
A-37
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(13) FAIR VALUE OF FINANCIAL INSTRUMENTS: (CONTINUED)
Notes payable -- Fair value is estimated to be the carrying amount due to
the short maturity of these issues.
Preferred shares -- Fair value of preferred shares with mandatory redemption
provisions is estimated based on the quoted market prices for similar issues.
Long-term debt -- Fair value of long-term debt is estimated based on the
quoted market prices for the same or similar issues or on the current rates
offered to the Company for debt of the same remaining maturities. The following
table presents the carrying amount and estimated fair value of certain financial
instruments as of December 31 (in thousands):
<TABLE>
<CAPTION>
1996 1995
---------------------------- ----------------------------
CARRYING CARRYING
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Financial Instruments Owned by the Company:
Equity investments carried at cost....... $ 95,339 $ 273,311 $ 58,972 $ 61,316
Financial Instruments Issued by the
Company:
MidAmerican preferred securities; subject
to mandatory redemption................. $ 50,000 $ 52,920 $ 50,000 $ 52,800
MidAmerican-obligated preferred
securities; subject to mandatory
redemption.............................. $ 100,000 $ 100,490 $ -- $ --
Long-term debt, including current
portion................................. $ 1,474,701 $ 1,522,500 $ 1,468,617 $ 1,528,504
</TABLE>
Included in Equity Investments Carried at Cost is the Company's investment
in Class A and Class B Common Stock of McLeod, Inc. (McLeod). The Class B Common
Stock is convertible into Class A Common Stock. On June 14, 1996, McLeod made an
initial public offering (the IPO) of its Class A Common Stock. As part of an
investor agreement, the Company is prohibited from selling or otherwise
disposing of any of the common stock of McLeod for a period of two years from
the date of the IPO. The Company's investment in McLeod is considered restricted
stock and, as such, is recorded at cost. At December 31, 1996, the carrying
amount and fair value of this investment were $46.3 million and $218.3 million,
respectively.
A-38
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(13) FAIR VALUE OF FINANCIAL INSTRUMENTS: (CONTINUED)
The amortized cost, gross unrealized gain and losses and estimated fair
value of investments in debt and equity securities at December 31 are as follows
(in thousands):
<TABLE>
<CAPTION>
1996
--------------------------------------------------
AMORTIZED UNREALIZED UNREALIZED
COST GAINS LOSSES FAIR VALUE
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Available-for-sale:
Equity securities.................................. $ 208,226 $ 4,883 $ (8,325) $ 204,784
Municipal bonds.................................... 41,800 3,041 (356) 44,485
U.S. Government securities......................... 26,814 137 (157) 26,794
Cash equivalents................................... 11,152 -- -- 11,152
----------- ----------- ----------- -----------
$ 287,992 $ 8,061 $ (8,838) $ 287,215
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Held-to-maturity:
Equity securities.................................. $ 6,435 $ -- $ (196) $ 6,239
Debt securities.................................... 15,445 252 -- 15,697
----------- ----------- ----------- -----------
$ 21,880 $ 252 $ (196) $ 21,936
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
<CAPTION>
1995
--------------------------------------------------
AMORTIZED UNREALIZED UNREALIZED
COST GAINS LOSSES FAIR VALUE
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Available-for-sale:
Equity securities.................................. $ 254,066 $ 7,132 $ (9,278) $ 251,920
Municipal Bonds.................................... 38,098 3,228 (210) 41,116
U. S. Government securities........................ 18,402 355 -- 18,757
Cash equivalents................................... 13,000 -- -- 13,000
----------- ----------- ----------- -----------
$ 323,566 $ 10,715 $ (9,488) $ 324,793
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Held-to-maturity:
Equity securities.................................. $ 11,389 $ -- $ (786) $ 10,603
Debt securities.................................... 19,440 31 (921) 18,550
----------- ----------- ----------- -----------
$ 30,829 $ 31 $ (1,707) $ 29,153
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
At December 31, 1996, the debt securities held by the Company had the
following maturities (in thousands):
<TABLE>
<CAPTION>
AVAILABLE FOR SALE HELD TO MATURITY
---------------------- ----------------------
AMORTIZED FAIR AMORTIZED FAIR
COST VALUE COST VALUE
----------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Within 1 year............................................ $ 1,361 $ 1,313 $ 72 $ 76
1 through 5 years........................................ 23,847 23,765 10,262 10,420
5 through 10 years....................................... 28,564 30,100 2,812 2,828
Over 10 years............................................ 14,842 16,101 2,299 2,373
</TABLE>
A-39
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(13) FAIR VALUE OF FINANCIAL INSTRUMENTS: (CONTINUED)
During 1996, the Company sold a portion of its held-to-maturity securities
due to a significant deterioration in the issuer's credit worthiness. Such
securities had a carrying value of $4.8 million and proceeds from the sale were
$4.3 million.
During 1995, the Company reevaluated the classification of its classified as
held-to-maturity and available-for-sale securities in accordance with the
Financial Accounting Standards Board's Guide to Implementation of Statement 115
on Accounting for Certain Investments in Debt and Equity Securities. As a
result, certain securities, with a total amortized cost of $33.1 million and a
market value of $33.8 million, were transferred from securities classified as
held-to-maturity to available-for-sale securities.
The proceeds and the gross realized gains and losses on the disposition of
investments held by the Company for the years ended December 31, are as follows
(in thousands):
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Proceeds from sales.............................................. $ 250,772 $ 106,910 $ 135,769
Gross realized gains............................................. 9,920 3,923 10,338
Gross realized losses............................................ (7,950) (3,082) (5,234)
</TABLE>
(14) INCOME TAX EXPENSE:
Income tax expense from continuing operations includes the following for the
years ended December 31 (in thousands):
<TABLE>
<CAPTION>
1996 1995 1994
----------- --------- ---------
<S> <C> <C> <C>
Current
Federal........................................................... $ 80,165 $ 54,430 $ 20,874
State............................................................. 22,100 13,330 5,500
----------- --------- ---------
102,265 67,760 26,374
Deferred
Federal........................................................... 2,627 5,750 35,242
State............................................................. (264) 1,470 5,796
----------- --------- ---------
2,363 7,220 41,038
Investment tax credit, net.......................................... (6,206) (8,177) (6,955)
----------- --------- ---------
Total............................................................. $ 98,422 $ 66,803 $ 60,457
----------- --------- ---------
----------- --------- ---------
</TABLE>
Included in Deferred Income Taxes in the Consolidated Balance Sheets as of
December 31 are deferred tax assets and deferred tax liabilities as follows (in
thousands):
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
Deferred tax assets
Related to:
Investment tax credits.................................................... $ 61,349 $ 63,374
Unrealized losses......................................................... 12,034 7,548
Pensions.................................................................. 17,648 17,938
AMT credit carry forward.................................................. 10,188 18,738
Nuclear reserves and decommissioning...................................... 8,233 8,367
Other..................................................................... 5,839 7,186
----------- -----------
Total................................................................... $ 115,291 $ 123,151
----------- -----------
----------- -----------
</TABLE>
A-40
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(14) INCOME TAX EXPENSE: (CONTINUED)
<TABLE>
<CAPTION>
1996 1995
----------- -----------
Deferred tax liabilities
<S> <C> <C>
Related to:
Depreciable property...................................................... $ 575,495 $ 546,827
Income taxes recoverable through future rates............................. 201,998 207,631
Energy efficiency......................................................... 44,734 28,616
Reacquired debt........................................................... 14,265 17,595
FERC Order 636............................................................ 9,023 16,073
Other..................................................................... 22,112 30,996
----------- -----------
Total................................................................... $ 867,627 $ 847,738
----------- -----------
----------- -----------
</TABLE>
The following table is a reconciliation between the effective income tax
rate, before preferred stock dividends of subsidiary, indicated by the
Consolidated Statements of Income and the statutory federal income tax rate for
the years ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Effective federal and state income tax rate........................................ 39% 34% 31%
Amortization of investment tax credit.............................................. 2 4 4
Resolution of prior year tax issue................................................. -- -- 2
State income tax, net of federal income tax benefit................................ (6) (5) (4)
Dividends received deduction....................................................... 2 2 2
Other.............................................................................. (2) -- --
--- --- ---
Statutory federal income tax rate.................................................. 35% 35% 35%
--- --- ---
--- --- ---
</TABLE>
(15) INVENTORIES:
Inventories include the following amounts as of December 31 (in thousands):
<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Materials and supplies, at average cost.......................................... $ 32,222 $ 27,442
Coal stocks, at average cost..................................................... 32,293 32,163
Gas in storage, at LIFO cost..................................................... 23,915 21,883
Fuel oil, at average cost........................................................ 1,264 1,523
Other............................................................................ 1,170 2,224
--------- ---------
Total.......................................................................... $ 90,864 $ 85,235
--------- ---------
--------- ---------
</TABLE>
At December 31, 1996 prices, the current cost of gas in storage was $61.3
million.
(16) OTHER INFORMATION:
The Company completed a merger-related restructuring plan during 1995. Other
operating expenses in the Consolidated Statements of Income for 1995 includes
$33.4 million related to the restructuring plan.
A-41
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(16) OTHER INFORMATION: (CONTINUED)
Non-Operating -- Other, Net, as shown on the Consolidated Statements of
Income includes the following for the years ended December 31 (in thousands):
<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ---------
<S> <C> <C> <C>
Other-than-temporary declines in value of investments and other
assets............................................................. $ (15,566) $ (17,971) $ (1,791)
IES merger costs.................................................... (8,689) -- --
Special purpose fund income......................................... 3,301 1,863 1,845
Energy efficiency carrying charges.................................. 3,255 3,092 1,681
Gain on sale of cushion gas......................................... 3,182 -- --
Incentive gas purchase plan award................................... 2,677 -- --
Agency gas sales, net............................................... 1,840 228 (2)
Gain on reacquisition of long-term debt............................. 1,105 -- --
Gain on sale of assets, net......................................... 974 8,570 4,468
MidAmerican merger costs............................................ -- (4,624) (4,510)
Allowance for equity funds used during construction................. -- 481 452
Income (loss) from equity method investments........................ 2,510 (312) 2,712
Other............................................................... 1,391 (1,794) (539)
---------- ---------- ---------
Total............................................................. $ (4,020) $ (10,467) $ 4,316
---------- ---------- ---------
---------- ---------- ---------
</TABLE>
(17) MIDAMERICAN-OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES OF
MIDAMERICAN ENERGY FINANCING I:
In December 1996, MidAmerican Energy Financing I (the Trust), a wholly-owned
statutory business trust of MidAmerican, issued 4,000,000 shares of 7.98% Series
MidAmerican-obligated mandatorily redeemable preferred securities (the Preferred
Securities). The sole assets of the Trust are $103.1 million of MidAmerican
7.98% Series A Debentures due 2045 (the Debentures). There is a full and
unconditional guarantee by MidAmerican of the Trust's obligations under the
Preferred Securities. MidAmerican has the right to defer payments of interest on
the Debentures by extending the interest payment period for up to 20 consecutive
quarters. If interest payments on the Debentures are deferred, distributions on
the Preferred Securities will also be deferred. During any deferral,
distributions will continue to accrue with interest thereon and MidAmerican may
not declare or pay any dividend or other distribution on, or redeem or purchase,
any of its capital stock.
The Debentures may be redeemed by MidAmerican on or after December 18, 2001,
or at an earlier time if there is more than an insubstantial risk that interest
paid on the Debentures will not be deductible for federal income tax purposes.
If the Debentures, or a portion thereof, are redeemed, the Trust must redeem a
like amount of the Preferred Securities. If a termination of the Trust occurs,
the Trust will distribute to the holders of the Preferred Securities a like
amount of the Debentures unless such a distribution is determined not to be
practicable. If such determination is made, the holders of the Preferred
Securities will be entitled to receive, out of the assets of the trust after
satisfaction of its liabilities, a liquidation amount of $25 for each Preferred
Security held plus accrued and unpaid distributions.
A-42
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(18) UNAUDITED QUARTERLY OPERATING RESULTS:
<TABLE>
<CAPTION>
1996 1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER
- - ------------------------------------------------------------ ----------- ----------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Operating revenues.......................................... $ 507,596 $ 391,466 $ 434,678 $ 538,872
Operating income............................................ 100,141 65,004 97,919 80,574
Income from continuing operations........................... 48,405 25,099 40,548 29,709
Income (loss) from discontinued operations.................. 2,642 3,896 (17,992) (1,261)
Earnings on common stock.................................... 51,047 28,995 22,556 28,448
Earnings per average common share:
Income from continuing operations........................... $ 0.48 $ 0.25 $ 0.40 $ 0.29
Income (loss) from discontinued operations.................. 0.03 0.04 (0.18) (0.01)
----------- ----------- ----------- -----------
Earnings per average common share........................... $ 0.51 $ 0.29 $ 0.22 $ 0.28
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
<CAPTION>
1995 1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER
- - ------------------------------------------------------------ ----------- ----------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Operating revenues.......................................... $ 447,985 $ 356,990 $ 420,002 $ 424,364
Operating income............................................ 77,069 53,925 98,225 63,135
Income from continuing operations........................... 34,947 23,634 35,458 25,666
Income from discontinued operations......................... 349 1,274 322 1,114
Earnings on common stock.................................... 35,296 24,908 35,780 26,780
Earnings per average common share:
Income from continuing operations........................... $ 0.35 $ 0.24 $ 0.35 $ 0.26
Income from discontinued operations......................... -- 0.01 0.01 0.01
----------- ----------- ----------- -----------
Earnings per average common share........................... $ 0.35 $ 0.25 $ 0.36 $ 0.27
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
The quarterly data reflect seasonal variations common in the utility
industry.
A-43
<PAGE>
REPORT OF MANAGEMENT
Management is responsible for the preparation of the accompanying financial
statements which have been prepared in conformity with generally accepted
accounting principles. In the opinion of management, the financial position,
results of operation and cash flows of the Company are reflected fairly in the
statements. The statements have been audited by the Company's independent public
accountants, Arthur Andersen LLP.
The Company maintains a system of internal controls which is designed to
provide reasonable assurance, on a cost effective basis, that transactions are
executed in accordance with management's authorization, the financial statements
are reliable and the Company's assets are properly accounted for and
safeguarded. The Company's internal auditors continually evaluate and test the
system of internal controls and actions are taken when opportunities for
improvement are identified. Management believes that the system of internal
controls is effective.
The Audit Committee of the Board of Directors, the members of which are
directors who are not employees of the Company, meets regularly with management,
the internal auditors and Arthur Andersen LLP to discuss accounting, auditing,
internal control and financial reporting matters. The Company's independent
public accountants are appointed annually by the Board of Directors on
recommendation of the Audit Committee. The internal auditors and Arthur Andersen
LLP each have full access to the Audit Committee, without management
representatives present.
Stanley J. Bright
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Philip G. Lindner
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
A-44
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of
MidAmerican Energy Holdings Company and Subsidiaries:
We have audited the accompanying consolidated balance sheets and
consolidated statements of capitalization of MidAmerican Energy Holdings Company
(an Iowa corporation) and subsidiaries, as of December 31, 1996 and 1995, and
the related consolidated statements of income, retained earnings and cash flows
for each of the three years in the period ended December 31, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of MidAmerican Energy Holdings
Company and subsidiaries as of December 31, 1996 and 1995, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1996, in conformity with generally accepted accounting
principles.
Arthur Andersen LLP
Chicago, Illinois
January 24, 1997
A-45
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
UNAUDITED FIVE-YEAR FINANCIAL STATISTICS
<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Earnings per average common share --
Continuing operations:
Utility operations............................... $ 1.54 $ 1.24 $ 1.12 $ 1.29 $ 0.82
Nonregulated activities.......................... (0.11) (0.05) 0.13 0.09 (0.03)
Discontinued operations............................ (0.13) 0.03 (0.03) 0.01 0.05
---------- ---------- ---------- ---------- ----------
Earnings per average common share.................. $ 1.30 $ 1.22 $ 1.22 $ 1.39 $ 0.84
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Average shares of common stock outstanding (in
thousands)........................................ 100,752 100,401 98,531 97,762 95,430
Return on average common equity (%)................ 10.6 10.1 10.1 11.6 7.1
Cash dividends declared per common share........... $ 1.20 $ 1.18 $ 1.17 $ 1.17 $ 1.28
Common dividend payout ratio (%)................... 92 97 96 84 152
Ratio of earnings to fixed charges --
Holdings......................................... 3.3 2.8 2.8 2.8 1.9
MidAmerican...................................... 4.1 3.4 3.3 3.4 2.3
Ratio of earnings to fixed charges and Cooper
Nuclear Station debt service --
Holdings....................................... 3.1 2.7 2.7 2.8 1.8
MidAmerican.................................... 4.0 3.3 3.2 3.3 2.2
Quarterly earnings per average common share
outstanding --
1st quarter...................................... $ 0.51 $ 0.35 $ 0.45 $ 0.44 $ 0.28
2nd quarter...................................... 0.29 0.25 0.22 0.22 0.13
3rd quarter...................................... 0.22 0.36 0.36 0.52 0.26
4th quarter...................................... 0.28 0.27 0.19 0.20 0.17
Total assets (in millions)......................... $ 4,559 $ 4,470 $ 4,389 $ 4,352 $ 4,103
Capitalization (in millions) --
Common shareholders' equity...................... $ 1,240 $ 1,226 $ 1,204 $ 1,181 $ 1,160
Preferred shares, not subject to mandatory
redemption...................................... 32 90 90 110 74
Preferred shares, subject to mandatory
redemption...................................... 150 50 50 50 49
Long-term debt (excluding current portion)....... 1,395 1,403 1,398 1,341 1,369
Capitalization ratios % --
Common shareholders' equity...................... 44.0 44.3 43.9 44.0 43.8
Preferred shares, not subject to mandatory
redemption...................................... 1.1 3.2 3.3 4.1 2.8
Preferred shares, subject to mandatory
redemption...................................... 5.4 1.8 1.8 1.9 1.8
Long-term debt (excluding current portion)....... 49.5 50.7 51.0 50.0 51.6
Book value per common share at year-end............ $ 12.31 $ 12.17 $ 12.08 $ 12.07 $ 11.86
Utility construction expenditures (in thousands)... $ 154,198 $ 190,771 $ 211,669 $ 215,081 $ 188,344
Net cash from utility operations less dividends as
a % of construction............................... 127 108 99 86 85
Number of full-time employees --
Utility.......................................... 3,370 3,331 4,077 4,196 4,305
Nonregulated..................................... 236 271 274 347 200
</TABLE>
A-46
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
UNAUDITED FIVE-YEAR CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
--------------------------------------------------------------------
1996 1995 1994 1993 1992
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
OPERATING REVENUES
Electric utility............................ $ 1,099,008 $ 1,094,647 $ 1,021,660 $ 1,002,970 $ 936,027
Gas utility................................. 536,753 459,588 492,015 538,989 484,687
Nonregulated................................ 236,851 95,106 117,550 85,997 41,866
------------ ------------ ------------ ------------ ------------
1,872,612 1,649,341 1,631,225 1,627,956 1,462,580
------------ ------------ ------------ ------------ ------------
OPERATING EXPENSES
Utility:
Cost of fuel, energy and capacity......... 234,317 230,261 213,987 217,385 211,924
Cost of gas sold.......................... 345,014 279,025 326,782 366,049 326,097
Other operating expenses.................. 350,174 399,648 354,190 340,720 329,911
Maintenance............................... 88,621 85,363 101,275 101,601 93,769
Depreciation and amortization............. 164,592 158,950 154,229 150,822 144,646
Property and other taxes.................. 92,630 96,350 94,990 93,238 97,479
------------ ------------ ------------ ------------ ------------
1,275,348 1,249,597 1,245,453 1,269,815 1,203,826
------------ ------------ ------------ ------------ ------------
Nonregulated:
Cost of sales............................. 218,256 70,209 84,515 57,907 14,411
Other..................................... 35,370 37,181 36,765 32,296 33,184
------------ ------------ ------------ ------------ ------------
253,626 107,390 121,280 90,203 47,595
------------ ------------ ------------ ------------ ------------
Total operating expenses.................... 1,528,974 1,356,987 1,366,733 1,360,018 1,251,421
------------ ------------ ------------ ------------ ------------
OPERATING INCOME............................ 343,638 292,354 264,492 267,938 211,159
------------ ------------ ------------ ------------ ------------
NON-OPERATING INCOME
Interest income............................. 4,012 4,485 4,334 5,805 4,457
Dividend income............................. 16,985 16,954 17,087 17,601 17,353
Realized gains and losses on securities,
net........................................ 1,895 688 7,635 7,915 4,233
Other, net.................................. (4,020) (10,467) 4,316 20,842 (10,387)
------------ ------------ ------------ ------------ ------------
18,872 11,660 33,372 52,163 15,656
------------ ------------ ------------ ------------ ------------
FIXED CHARGES
Interest on long-term debt.................. 102,909 105,550 101,267 107,044 114,732
Other interest expense...................... 10,941 9,449 6,446 5,066 5,899
Allowance for borrowed funds................ (4,212) (5,552) (3,955) (2,186) (2,162)
Preferred dividends of subsidiaries......... 10,689 8,059 10,551 8,367 8,735
------------ ------------ ------------ ------------ ------------
120,327 117,506 114,309 118,291 127,204
------------ ------------ ------------ ------------ ------------
INCOME FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES............................... 242,183 186,508 183,555 201,810 99,611
INCOME TAXES................................ 98,422 66,803 60,457 67,485 24,566
------------ ------------ ------------ ------------ ------------
INCOME FROM CONTINUING OPERATIONS........... 143,761 119,705 123,098 134,325 75,045
INCOME (LOSS) FROM DISCONTINUED
OPERATIONS................................. (12,715) 3,059 (2,909) 1,159 5,099
------------ ------------ ------------ ------------ ------------
NET INCOME.................................. $ 131,046 $ 122,764 $ 120,189 $ 135,484 $ 80,144
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
AVERAGE COMMON SHARES OUTSTANDING........... 100,752 100,401 98,531 97,762 95,430
EARNINGS PER COMMON SHARE
Continuing operations....................... $ 1.43 $ 1.19 $ 1.25 $ 1.38 $ 0.79
Discontinued operations..................... (0.13) 0.03 (0.03) 0.01 0.05
------------ ------------ ------------ ------------ ------------
Earnings per average common share........... $ 1.30 $ 1.22 $ 1.22 $ 1.39 $ 0.84
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
DIVIDENDS DECLARED PER SHARE................ $ 1.20 $ 1.18 $ 1.17 $ 1.17 $ 1.28
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
</TABLE>
A-47
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
UNAUDITED FIVE-YEAR CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
AS OF DECEMBER 31
--------------------------------------------------------------------
1996 1995 1994 1993 1992
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
UTILITY PLANT
Electric.................................... $ 4,010,847 $ 3,881,699 $ 3,765,004 $ 3,642,415 $ 3,534,703
Gas......................................... 723,491 695,741 663,792 639,276 628,856
------------ ------------ ------------ ------------ ------------
4,734,338 4,577,440 4,428,796 4,281,691 4,163,559
Less accumulated depreciation and
amortization............................... 2,153,058 2,027,055 1,885,870 1,801,668 1,680,033
------------ ------------ ------------ ------------ ------------
2,581,280 2,550,385 2,542,926 2,480,023 2,483,526
Construction work in progress............... 49,305 104,164 101,252 111,726 67,664
------------ ------------ ------------ ------------ ------------
2,630,585 2,654,549 2,644,178 2,591,749 2,551,190
------------ ------------ ------------ ------------ ------------
POWER PURCHASE CONTRACT..................... 190,897 212,148 221,998 248,643 243,146
------------ ------------ ------------ ------------ ------------
INVESTMENT IN DISCONTINUED OPERATIONS....... 196,356 177,300 186,246 168,907 118,163
------------ ------------ ------------ ------------ ------------
CURRENT ASSETS
Cash and cash equivalents................... 97,749 32,915 28,651 20,657 23,723
Receivables less reserves................... 312,930 228,128 196,814 216,157 218,258
Inventories................................. 90,864 85,235 92,248 100,675 98,608
Other....................................... 11,696 18,428 14,288 21,195 24,811
------------ ------------ ------------ ------------ ------------
513,239 364,706 332,001 358,684 365,400
------------ ------------ ------------ ------------ ------------
INVESTMENTS................................. 628,791 646,456 595,510 614,153 635,315
------------ ------------ ------------ ------------ ------------
OTHER ASSETS................................ 399,415 414,938 408,961 369,937 190,206
------------ ------------ ------------ ------------ ------------
TOTAL ASSETS................................ $ 4,559,283 $ 4,470,097 $ 4,388,894 $ 4,352,073 $ 4,103,420
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common shareholders' equity................. $ 1,239,946 $ 1,225,715 $ 1,204,112 $ 1,180,510 $ 1,159,676
Preferred shares, not subject to mandatory
redemption................................. 31,769 89,945 89,955 109,871 74,242
Preferred shares, subject to mandatory
redemption................................. 150,000 50,000 50,000 50,000 48,625
Long-term debt (excluding current
portion)................................... 1,395,103 1,403,322 1,398,255 1,341,003 1,368,784
------------ ------------ ------------ ------------ ------------
2,816,818 2,768,982 2,742,322 2,681,384 2,651,327
------------ ------------ ------------ ------------ ------------
CURRENT LIABILITIES
Notes payable............................... 161,990 184,800 124,500 173,035 120,244
Current portion of long-term debt........... 79,598 65,295 72,872 66,371 32,952
Current portion of power purchase
contract................................... 13,718 13,029 12,080 10,830 8,065
Accounts payable............................ 169,806 122,055 106,152 123,618 112,198
Taxes accrued............................... 82,254 81,898 91,653 110,923 101,585
Interest accrued............................ 28,513 30,635 30,659 31,021 31,395
Other....................................... 30,229 46,267 44,974 49,470 53,050
------------ ------------ ------------ ------------ ------------
566,108 543,979 482,890 565,268 459,489
------------ ------------ ------------ ------------ ------------
OTHER LIABILITIES
Power purchase contract..................... 97,504 112,700 125,729 140,655 138,085
Deferred income taxes....................... 752,336 724,587 712,307 659,753 589,626
Investment tax credit....................... 88,842 95,041 100,871 106,729 113,846
Other....................................... 237,675 224,808 224,775 198,284 151,047
------------ ------------ ------------ ------------ ------------
1,176,357 1,157,136 1,163,682 1,105,421 992,604
------------ ------------ ------------ ------------ ------------
TOTAL CAPITALIZATION AND LIABILITIES........ $ 4,559,283 $ 4,470,097 $ 4,388,894 $ 4,352,073 $ 4,103,420
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
</TABLE>
A-48
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
UNAUDITED UTILITY FIVE-YEAR ELECTRIC STATISTICS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31 1996 1995 1994 1993 1992
- - --------------------------------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
REVENUES (in thousands)
Residential.................................. $ 415,954 $ 434,105 $ 400,346 $ 386,047 $ 343,842
Small general service........................ 237,466 252,427 253,703 242,205 236,292
Large general service........................ 241,172 219,075 204,481 193,616 199,256
Other sales.................................. 60,476 60,160 57,731 56,198 30,878
Sales for resale............................. 121,452 105,472 84,260 104,461 106,982
----------- ----------- ----------- ----------- -----------
Total from electric sales................ 1,076,520 1,071,239 1,000,521 982,527 917,250
Other electric revenue....................... 22,488 23,408 21,139 20,443 18,777
----------- ----------- ----------- ----------- -----------
Total.................................... $ 1,099,008 $ 1,094,647 $ 1,021,660 $ 1,002,970 $ 936,027
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
KWH SALES (in thousands)
Residential.................................. 4,652,031 4,767,608 4,500,265 4,475,883 4,098,567
Small general service........................ 3,565,459 3,920,792 4,062,993 3,937,360 3,885,898
Large general service........................ 6,067,325 5,351,933 5,091,685 4,851,493 4,993,213
Other........................................ 988,022 957,463 938,620 930,117 470,444
Sales for resale............................. 6,727,326 5,509,161 3,605,092 5,566,208 6,386,957
----------- ----------- ----------- ----------- -----------
Total.................................... 22,000,163 20,506,957 18,198,655 19,761,061 19,835,079
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
REVENUES AS A % OF TOTAL
Residential.................................. 38.6 40.5 40.0 39.3 37.5
Small general service........................ 22.1 23.6 25.4 24.7 25.7
Large general service........................ 22.4 20.5 20.4 19.7 21.7
Other........................................ 5.6 5.6 5.8 5.7 3.4
Sales for resale............................. 11.3 9.8 8.4 10.6 11.7
----------- ----------- ----------- ----------- -----------
Total.................................... 100.0 100.0 100.0 100.0 100.0
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
SALES AS A % OF TOTAL
Residential.................................. 21.1 23.2 24.7 22.7 20.6
Small general service........................ 16.2 19.1 22.3 19.9 19.6
Large general service........................ 27.6 26.1 28.0 24.5 25.2
Other........................................ 4.5 4.7 5.2 4.7 2.4
Sales for resale............................. 30.6 26.9 19.8 28.2 32.2
----------- ----------- ----------- ----------- -----------
Total.................................... 100.0 100.0 100.0 100.0 100.0
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
RETAIL ELECTRIC SALES BY JURISDICTION (%)
Iowa......................................... 88.7 88.4 88.6 88.7 87.8
Illinois..................................... 10.6 11.0 10.9 10.9 11.8
South Dakota................................. 0.7 0.6 0.5 0.4 0.4
----------- ----------- ----------- ----------- -----------
Total.................................... 100.0 100.0 100.0 100.0 100.0
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
CUSTOMERS (end of year)
Residential.................................. 557,637 551,384 548,106 541,220 536,767
Small general service........................ 73,022 72,616 69,905 68,829 71,843
Large general service........................ 982 945 743 744 833
Other........................................ 9,937 9,744 9,518 9,572 5,156
Sales for resale............................. 55 55 59 63 61
----------- ----------- ----------- ----------- -----------
Total.................................... 641,633 634,744 628,331 620,428 614,660
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
ANNUAL AVERAGE PER RESIDENTIAL CUSTOMER
Revenue per Kwh (cents)...................... 8.94 9.11 8.90 8.62 8.39
KWh sales.................................... 8,392 8,670 8,265 8,310 7,681
COOLING DEGREE DAYS
Actual....................................... 788 1,112 912 813 603
Percent warmer (colder) than normal.......... (17.5) 14.1 (6.5) (16.4) (38.5)
ELECTRIC PEAK DEMAND (net MW)................ 3,537 3,553 3,226 3,284 2,902
SUMMER NET ACCREDITED CAPABILITY (MW)........ 4,301 4,311 4,145 4,072 4,116
</TABLE>
A-49
<PAGE>
MIDAMERICAN ENERGY HOLDINGS COMPANY
UNAUDITED UTILITY FIVE-YEAR GAS STATISTICS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31 1996 1995 1994 1993 1992
- - --------------------------------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
REVENUES (in thousands)
Residential.................................. $ 338,605 $ 279,819 $ 287,171 $ 319,359 $ 282,688
Small general service........................ 153,616 128,501 142,894 150,913 133,384
Large general service........................ 17,670 23,280 36,729 37,761 43,919
Sales for resale and other................... 2,050 5,303 5,514 10,376 2,648
----------- ----------- ----------- ----------- -----------
Total revenue from gas sales............. 511,941 436,903 472,308 518,409 462,639
Gas transported.............................. 20,155 16,677 12,842 13,457 17,473
Other gas revenues........................... 4,657 6,008 6,865 7,123 4,575
----------- ----------- ----------- ----------- -----------
Total.................................... $ 536,753 $ 459,588 $ 492,015 $ 538,989 $ 484,687
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
THROUGHPUT (MMBtu in thousands)
Sales
Residential................................ 61,732 57,153 54,732 60,612 56,072
Small general service...................... 33,642 32,786 32,677 34,504 31,894
Large general service...................... 4,634 6,222 8,253 9,681 12,357
Sales for resale and other................. 977 3,582 3,231 4,305 837
----------- ----------- ----------- ----------- -----------
Total sales.............................. 100,985 99,743 98,893 109,102 101,160
Gas transported.............................. 54,618 50,695 43,293 39,570 34,686
----------- ----------- ----------- ----------- -----------
Total.................................... 155,603 150,438 142,186 148,672 135,846
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
REVENUES AS A % OF TOTAL
Residential.................................. 63.6 61.7 59.2 60.0 58.9
Small general service........................ 28.9 28.3 29.4 28.4 27.8
Large general service........................ 3.3 5.1 7.6 7.1 9.1
Sales for resale and other................... 0.4 1.2 1.1 2.0 0.6
Gas transported.............................. 3.8 3.7 2.7 2.5 3.6
----------- ----------- ----------- ----------- -----------
Total.................................... 100.0 100.0 100.0 100.0 100.0
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
SALES AS A % OF TOTAL (excluding gas
transported)
Residential.................................. 61.1 57.3 55.3 55.6 55.5
Small general service........................ 33.3 32.9 33.0 31.6 31.5
Large general service........................ 4.6 6.2 8.4 8.9 12.2
Sales for resale and other................... 1.0 3.6 3.3 3.9 0.8
----------- ----------- ----------- ----------- -----------
Total.................................... 100.0 100.0 100.0 100.0 100.0
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
RETAIL GAS SALES BY JURISDICTION (%)
Iowa......................................... 78.0 77.1 76.6 74.5 73.4
Illinois..................................... 11.0 11.6 11.9 11.4 11.6
South Dakota................................. 10.3 10.6 10.8 5.4 2.2
Other........................................ 0.7 0.7 0.7 8.7 12.8
----------- ----------- ----------- ----------- -----------
Total.................................... 100.0 100.0 100.0 100.0 100.0
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
CUSTOMERS (end of year)
Residential.................................. 550,786 541,732 535,301 526,863 552,660
Small general service........................ 58,059 57,207 55,855 54,972 54,918
Large general service........................ 821 830 876 868 1,020
Gas transported and other.................... 504 1,128 171 128 123
----------- ----------- ----------- ----------- -----------
Total.................................... 610,170 600,897 592,203 582,831 608,721
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
ANNUAL AVERAGES PER RESIDENTIAL CUSTOMER
Revenue per MMBtu............................ $ 5.49 $ 4.90 $ 5.25 $ 5.27 $ 5.04
MMBtu sales.................................. 113 106 103 111 103
HEATING DEGREE DAYS
Actual....................................... 7,445 6,841 6,565 7,097 6,302
Percent colder (warmer) than normal.......... 10.1 0.9 (3.5) 3.2 (8.7)
COST PER MMBTU............................... $ 3.42 $ 2.80 $ 3.30 $ 3.36 $ 3.22
</TABLE>
A-50
<PAGE>
COMMON STOCK DIVIDENDS AND PRICES
<TABLE>
<CAPTION>
PRICE RANGE
--------------------------------------------------------------------------
DIVIDENDS DECLARED MIDAMERICAN IOWA-ILLINOIS RESOURCES
-------------------------- ---------------------- ---------------------- ----------------------
MEC IWG MWR HIGH LOW HIGH LOW HIGH LOW
------ ------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1996
4th Quarter....... $ 0.30 $ -- $ -- $ 16 1/4 $ 14 3/4 $ -- $ -- $ -- $ --
3rd Quarter....... 0.30 -- -- 17 3/4 15 3/8 -- --
2nd Quarter....... 0.30 -- -- 17 7/8 16 1/4 -- --
1st Quarter....... 0.30 -- -- 18 7/8 16 1/4 -- --
1995
4th Quarter....... $ 0.30 $ -- $ -- $ 17 1/8 $ 15 $ -- $ -- $ -- $ --
3rd Quarter....... 0.30 -- -- 15 5/8 13 5/8 -- --
2nd Quarter....... -- 0.4325 0.29 -- -- 22 19 7/8 15 13 5/8
1st Quarter....... -- 0.4325 0.29 -- -- 22 1/8 19 14 5/8 13 3/8
</TABLE>
Iowa-Illinois Gas and Electric Company (Iowa-Illinois, IWG) and Midwest
Resources, Inc. (Resources, MWR) are predecessors of MidAmerican
A-51
<PAGE>
[LOGO] Common Stock Proxy Card
- - ------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MIDAMERICAN
ENERGY HOLDINGS COMPANY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
ON APRIL 23, 1997, AT 10:00 A.M. AT THE SIOUX CITY CONVENTION CENTER,
801 FOURTH STREET, SIOUX CITY, IOWA
The undersigned hereby appoints S.J. Bright, J.S. Rozema and P.J. Leighton,
and each one of them, each with the power of substitution, as Proxies, to
vote all the shares of common stock of MidAmerican Energy Holdings Company
represented hereby at the Annual Meeting of Shareholders to be held on
Wednesday, April 23, 1997, and at all adjournments thereof.
Your vote for the election of directors may be indicated below. Nominees are:
J.W. Aalfs, S.J. Bright, R.D. Christensen, R.E. Christiansen, J.W. Colloton,
F.S. Cottrell, J.W. Eugster, M. Foster, Jr., N. Gentry, J.M. Hoak, Jr., R.L.
Lawson, R.L. Peterson, N.L. Seifert, W.S. Tinsman, and L.L. Woodruff.
PLEASE VOTE, DATE AND SIGN BELOW. DETACH THE LOWER PART OF THIS PROXY CARD
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING AND
WISH TO CHANGE YOUR VOTE, YOU MAY DO SO AUTOMATICALLY BY CASTING YOUR VOTE AT
THE MEETING. THIS PROXY CARD WHEN PROPERLY EXECUTED, WILL BE VOTED AND WILL
BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN BY THE SHAREHOLDER. IF NO
DIRECTIONS ARE GIVEN HEREON, THE PROXY WILL BE VOTED FOR ITEM 1 (ALL
NOMINEES).
YOU ARE URGED TO DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY TO ENSURE A
PROPER REPRESENTATION AT THIS IMPORTANT MEETING.
TOLL FREE SHAREHOLDER
INFORMATION NUMBERS
Local (Des Moines).........281-2560
Outside Des Moines...1-800-247-5211
30-61
12-18-97 Detach here
INSTRUCTIONS
1. Review and complete the Proxy Card;
be sure to SIGN the card.
2. Detach and return the SIGNED Proxy Card
in the enclosed return envelope.
MIDAMERICAN ENERGY HOLDINGS COMPANY
1997 ANNUAL MEETING OF SHAREHOLDERS
APRIL 23, 1997, 10:00 A.M.
SIOUX CITY CONVENTION CENTER
801 FOURTH STREET, SIOUX CITY, IOWA
MIDAMERICAN ENERGY HOLDINGS COMPANY PROXY CARD
<TABLE>
ITEM 1 ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLD AUTHORITY to vote for all
(Mark only one box) (except as marked to the contrary below) nominees
<S> <C> <C>
--------------------------------------------------------------------------------------------------------------------
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's
name in the space provided above.)
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
IF NO DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR ITEM 1.
DATED , 1997
-------------------------------
------------------------------------------
SIGNATURE
------------------------------------------
SIGNATURE IF SHARES HELD JOINTLY
Please sign exactly as name appears
opposite. Executors, trustees, and
administrators and other fiduciaries
should so indicate.
<PAGE>
[LOGO] Common Stock Proxy Card
- - ------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MIDAMERICAN
ENERGY HOLDINGS COMPANY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
ON APRIL 23, 1997, AT 10:00 A.M. AT THE SIOUX CITY CONVENTION CENTER,
801 FOURTH STREET, SIOUX CITY, IOWA
The undersigned hereby appoints S.J. Bright, J.S. Rozema and P.J. Leighton,
and each one of them, each with the power of substitution, as Proxies, to
vote all the shares of common stock of MidAmerican Energy Holdings Company
represented hereby at the Annual Meeting of Shareholders to be held on
Wednesday, April 23, 1997, and at all adjournments thereof.
Your vote for the election of directors may be indicated below. Nominees are:
J.W. Aalfs, S.J. Bright, R.D. Christensen, R.E. Christiansen, J.W. Colloton,
F.S. Cottrell, J.W. Eugster, M. Foster, Jr., N. Gentry, J.M. Hoak, Jr., R.L.
Lawson, R.L. Peterson, N.L. Seifert, W.S. Tinsman, and L.L. Woodruff.
PLEASE VOTE, DATE AND SIGN BELOW. DETACH THE LOWER PART OF THIS PROXY CARD
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING AND
WISH TO CHANGE YOUR VOTE, YOU MAY DO SO AUTOMATICALLY BY CASTING YOUR VOTE AT
THE MEETING. THIS PROXY CARD WHEN PROPERLY EXECUTED, WILL BE VOTED AND WILL
BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN BY THE SHAREHOLDER. IF NO
DIRECTIONS ARE GIVEN HEREON, THE PROXY WILL BE VOTED FOR ITEM 1 (ALL
NOMINEES).
YOU ARE URGED TO DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY TO ENSURE A
PROPER REPRESENTATION AT THIS IMPORTANT MEETING.
30-61A
12-18-97 Detach here
INSTRUCTIONS
1. Review and complete the Proxy Card;
be sure to SIGN the card.
2. Detach and return the SIGNED Proxy Card
in the enclosed return envelope.
3. If you plan on attending the Annual Meeting,
please obtain from your broker and bring
with you to the meeting, evidence of
ownership of MidAmerican Energy Holdings
Company Common Stock.
MIDAMERICAN ENERGY HOLDINGS COMPANY PROXY CARD
<TABLE>
ITEM 1 ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLD AUTHORITY to vote for all
(Mark only one box) (except as marked to the contrary below) nominees
<S> <C> <C>
--------------------------------------------------------------------------------------------------------------------
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's
name in the space provided above.)
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
IF NO DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR ITEM 1.
DATED , 1997
-------------------------------
------------------------------------------
SIGNATURE
------------------------------------------
SIGNATURE IF SHARES HELD JOINTLY
Please sign exactly as name appears
opposite. Executors, trustees, and
administrators and other fiduciaries
should so indicate.
<PAGE>
[LOGO] Retirement Saving Plan Proxy Card
- - ------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MIDAMERICAN
ENERGY HOLDINGS COMPANY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
ON APRIL 23, 1997, AT 10:00 A.M. AT THE SIOUX CITY CONVENTION CENTER,
801 FOURTH STREET, SIOUX CITY, IOWA
The undersigned hereby appoints S.J. Bright, J.S. Rozema and P.J. Leighton,
and each one of them, each with the power of substitution, as Proxies, to
vote all the shares of common stock of MidAmerican Energy Holdings Company
represented hereby at the Annual Meeting of Shareholders to be held on
Wednesday, April 23, 1997, and at all adjournments thereof.
Your vote for the election of directors may be indicated below. Nominees are:
J.W. Aalfs, S.J. Bright, R.D. Christensen, R.E. Christiansen, J.W. Colloton,
F.S. Cottrell, J.W. Eugster, M. Foster, Jr., N. Gentry, J.M. Hoak, Jr., R.L.
Lawson, R.L. Peterson, N.L. Seifert, W.S. Tinsman, and L.L. Woodruff.
PLEASE VOTE, DATE AND SIGN BELOW. DETACH THE LOWER PART OF THIS PROXY CARD
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. THIS PROXY CARD WHEN PROPERLY
EXECUTED, WILL BE VOTED AND WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS
GIVEN BY THE RETIREMENT SAVINGS PLAN PARTICIPANT. IF NO DIRECTIONS ARE GIVEN
HEREON, THE PROXY WILL NOT BE VOTED.
YOU ARE URGED TO DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY TO ENSURE A
PROPER REPRESENTATION AT THIS IMPORTANT MEETING.
30-140
2-11-97 Detach here
INSTRUCTIONS
1. Review and complete the Proxy Card;
be sure to SIGN the card.
2. Detach and return the SIGNED Proxy Card
in the enclosed return envelope.
MIDAMERICAN ENERGY HOLDINGS COMPANY
1997 ANNUAL MEETING OF SHAREHOLDERS
APRIL 23, 1997, 10:00 A.M.
SIOUX CITY CONVENTION CENTER
801 FOURTH STREET, SIOUX CITY, IOWA
MIDAMERICAN ENERGY HOLDINGS COMPANY PROXY CARD
<TABLE>
ITEM 1 ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLD AUTHORITY to vote for all
(Mark only one box) (except as marked to the contrary below) nominees
<S> <C> <C>
--------------------------------------------------------------------------------------------------------------------
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's
name in the space provided above.)
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
IF NO DIRECTIONS ARE GIVEN, THIS PROXY WILL NOT BE VOTED.
DATED , 1997
-------------------------------
------------------------------------------
SIGNATURE
Please sign exactly as name appears
opposite.
