MID AMERICAN ENERGY HOLDINGS CO /NEW/
U-3A-2, 1999-03-12
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM U-3A-2

        STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER RULE U-3A-2
                           FROM THE PROVISIONS OF THE
                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                      TO BE FILED ANNUALLY PRIOR TO MARCH 1

                       MIDAMERICAN ENERGY HOLDINGS COMPANY
                            MIDAMERICAN FUNDING, LLC
                                    MHC INC.

each hereby files jointly with the Securities and Exchange Commission,  pursuant
to Rule 2, its  statement  claiming  exemption  as a  holding  company  from the
provisions of the Public  Utility  Holding  Company Act of 1935, and submits the
following information:

1.  Name, state of organization, location and nature of business of claimant and
    every subsidiary thereof.

     A.   MidAmerican  Energy Holdings Company - Organized as a holding company.
          Incorporated in Iowa. Headquartered in Des Moines, Iowa.

          MidAmerican  Funding,  LLC  -  Organized  as  a  holding  company  for
          acquisition financing purposes. Incorporated in Iowa. Headquartered in
          Des Moines, Iowa.

          MHC Inc.  -  Organized  as a holding  company.  Incorporated  in Iowa.
          Headquartered in Des Moines, Iowa.

          The  following   companies  are  subsidiaries  of  MidAmerican  Energy
          Holdings Company as defined by Section 2(a):

     B.   Utility Subsidiaries

          MidAmerican  Energy  Company  (100%  owned)  -  Organized  as a public
          utility to generate,  transmit,  distribute and market electric energy
          and to  distribute  and  market  natural  gas.  Incorporated  in Iowa.
          Headquartered in Des Moines, Iowa.

          i. 100% owned by MidAmerican Energy Company

          CBEC Railway Inc. - Organized to own and operate rail  facilities  for
               the transportation of coal.  Incorporated in Iowa.  Headquartered
               in Des Moines, Iowa.

          MidAmerican  Energy  Financing I - Organized  as a statutory  business
               trust  holding  MidAmerican  7.98% Series A Debentures  due 2045.
               Incorporated in Delaware. Headquartered in Des Moines, Iowa.

          MidAmerican  Energy  Funding   Corporation  -  Organized  to  purchase
               MidAmerican Energy Company's accounts receivable. Incorporated in
               Delaware. Headquartered in Des Moines, Iowa.

     C.   Nonregulated Business Subsidiaries

          i.   MidAmerican Capital Company (100% owned) - Organized as a holding
               company for nonregulated business  subsidiaries.  Incorporated in
               Delaware. Headquartered in Des Moines, Iowa.

               a.   100% Owned by MidAmerican Capital Company
 

                                     -1-
<PAGE>
MidAmerican Capital Company (continued)

               A/C  Security  Systems,  Inc. -  Organized  to  provide  security
                    services. Incorporated in Nebraska.  Headquartered in Omaha,
                    Nebraska.

               AmGasInc. - Organized to market  nonregulated  natural gas to end
                    users.  Incorporated in Iowa.  Headquartered  in Des Moines,
                    Iowa.

               Cimmred Leasing  Company - Organized to invest in, develop and/or
                    manage financial  business  ventures.  Incorporated in South
                    Dakota. Headquartered in Dakota Dunes, South Dakota.

               InterCoast  Capital  Company - Organized  to invest in and manage
                    securities.  Incorporated in South Dakota.  Headquartered in
                    Dakota Dunes, South Dakota.

               InterCoast  Energy  Company -  Organized  to market  nonregulated
                    electric  energy,  and  produce  and  market  oil  and  gas.
                    Incorporated in Delaware. Headquartered in Des Moines, Iowa.

               InterCoast  Global   Management,   Inc.  -  Organized  to  manage
                    securities    investments.    Incorporated    in   Delaware.
                    Headquartered in Des Moines, Iowa.

               InterCoast  Power  Company -  Organized  to  manage  nonregulated
                    electric  energy  investments.   Incorporated  in  Delaware.
                    Headquartered in Des Moines, Iowa.

               InterCoast  Power   Marketing   Company  -  Organized  to  market
                    nonregulated  electric  energy.  Incorporated  in  Delaware.
                    Headquartered in Des Moines, Iowa.

               InterCoast  Trade  &  Resources,   Inc.  -  Organized  to  market
                    nonregulated   oil  and  gas.   Incorporated   in  Delaware.
                    Headquartered in Des Moines, Iowa.

               IWG  Co. 8 -  Organized  to  invest  in  nonregulated  hydropower
                    projects or companies. Incorporated in
                Delaware.  Headquartered in Des Moines, Iowa.

               MHC  Investment  Company - Organized to invest in, develop and/or
                    manage   investments   and  financial   business   ventures.
                    Incorporated in South Dakota. Headquartered in Dakota Dunes,
                    South Dakota.

               MidAmerican Rail Inc. - Organized  to lease  railroad  coal cars.
                    Incorporated in Iowa. Headquartered in Des Moines, Iowa.

               MidAmerican  Security  Company - Organized  to invest in security
                    companies.   Incorporated  in  Iowa.  Headquartered  in  Des
                    Moines, Iowa.

               MidAmerican Services Company - Organized to provide complementary
                    energy services.  Incorporated in Iowa. Headquartered in Des
                    Moines, Iowa.

               MWR  Capital Inc. - Organized to invest in, develop and/or manage
                    financial business ventures.  Incorporated in South Dakota.
                    Headquartered in Dakota Dunes, South Dakota.

               TTP, Inc. of South Dakota - Organized  to invest in,  develop and
                    manage a  cogeneration  partnership.  Incorporated  in South
                    Dakota. Headquartered in Dakota Dunes, South Dakota.

               b.   Less than  100% but  Greater  than 10% Owned by  MidAmerican
                    Capital Company

               Diversified Electronics Ltd. - Organized to provide home security
                    services. Incorporated in Iowa. Headquartered in Des Moines,
                    Iowa.
                                      -2-
<PAGE>
MidAmerican Capital Company (continued)

               Edge Technologies,  Inc. - A joint  venture  organized in Iowa to
                    generate  capital for the development and  commercialization
                    of inventions.  Incorporated in Iowa. Headquartered in Ames,
                    Iowa.

               McLeodUSA,    Inc.   -   Organized   to   provide   fiber   optic
                    telecommunications services. Incorporated
                     in Delaware. Headquartered in Cedar Rapids, Iowa.

               Micro-Generation  Technology  Fund,  LLC - Organized to invest in
                    entrepreneurial  ventures  offering  products  and  services
                    relating to micro-generation of electric power. Organized in
                    Delaware. Headquartered in Center Harbor, New Hampshire.

               Mycotech  Corporation - Organized to produce fungal  products for
                    biopesticide and bioremediation  applications.  Incorporated
                    in Delaware. Headquartered in Butte, Montana.

               Tenaska III Texas Partners - Organized in Texas to construct, own
                    and operate a cogeneration plant located near Paris,  Texas.
                    Partnership   formed  in  Texas.   Headquartered  in  Omaha,
                    Nebraska.

               UtechVenture  Capital   Corporation  -  Organized  to  invest  in
                    venture capital. Incorporated in Delaware.  Headquartered in
                    Wilmington, Delaware.

          ii.  Midwest Capital Group, Inc. (100% owned) - Organized as a holding
               company  for  nonregulated  business  development   subsidiaries.
               Incorporated in Iowa. Headquartered in Des Moines, Iowa.

               a.   100% Owned by Midwest Capital Group, Inc.

               Dakota Dunes  Development  Company  -  Organized  to  invest  in,
                    develop  and/or  manage  real  estate   business   ventures.
                    Incorporated in Iowa.  Headquartered in Dakota Dunes,  South
                    Dakota.

               *Two Rivers  Inc. -  Organized  to own and  operate a golf course
                    facility.  Incorporated  in South Dakota.  Headquartered  in
                    Dakota Dunes, South Dakota.

               b.   Less than 100% but Greater than 10% owned by Midwest Capital
                    Group, Inc.

               Access Air  Holdings,  Inc.  -  Organized  to own and  operate  a
                    commercial airline. Incorporated in Delaware.  Headquartered
                    in Des Moines, Iowa.

               Northgate Park  Associates  -  Organized  to  develop  and own an
                    office park. Partnership formed in Iowa. Headquartered in 
                    Iowa City, Iowa.

          iii. MidAmerican  Realty Services Company (95% owned) - Organized as a
               holding   company  for   nonregulated   real   estate   brokerage
               operations.  Incorporated  in  Iowa.  Headquartered  in West  Des
               Moines, Iowa.

               a.  100% owned by MidAmerican Realty Services Company

               CBS  Home Real Estate Company - Organized to provide  residential
                    real estate  brokerage  services  Incorporated  in Nebraska.
                    Headquartered in Omaha, Nebraska.

               *Edina  Corporate  Services,  Inc. -  Organized  as a third party
                    relocation  company to provide  services to  companies  that
                    relocate employees. Incorporated in Minnesota. Headquartered
                    in Edina, Minnesota.

               EdinaFinancial  Services,  Inc. - Organized as a holding  company
                    for  the  Edina   Realty   subsidiaries.   Incorporated   in
                    Minnesota. Headquartered in Edina, Minnesota.

                                      -3-

<PAGE>
MidAmerican Realty Services Company (continued)

               EdinaRealty,  Inc. - Organized to provide residential real estate
                    brokerage services. Incorporated in Minnesota. Headquartered
                    in Edina, Minnesota.

               EdinaRealty,  Inc. (WI) - Organized to provide  residential  real
                    estate  brokerage   services.   Incorporated  in  Wisconsin.
                    Headquartered in Hudson, Wisconsin.

               EdinaRealty  Insurance  Agency,   Inc.  -  Organized  to  provide
                    property   and   casualty    insurance    agency   services.
                    Incorporated   in   Minnesota.   Headquartered   in   Edina,
                    Minnesota.

               EdinaRealty Mortgage,  Inc. - Organized as a residential mortgage
                    brokerage company. Incorporated in Minnesota.  Headquartered
                    in Edina, Minnesota.

               EdinaRealty  Title,  Inc. - Organized  to provide  title  search,
                    abstracting,  real  estate  escrow,  and  closing  services.
                    Incorporated   in   Minnesota.   Headquartered   in   Edina,
                    Minnesota.

               JC   Nichols  Residential Inc. - Organized to provide residential
                    real estate brokerage services.  Incorporated in Iowa.  
                    Headquartered in Overland Park, Kansas.

               JC   Nichols  Alliance,  Inc. -  Organized  to manage real estate
                    brokerage franchises.  Incorporated in Kansas. Headquartered
                    in Overland Park, Kansas.

               Iowa Realty Co.  Inc. -  organized  to provide  residential  real
                    estate   brokerage    services.    Incorporated   in   Iowa.
                    Headquartered in West Des Moines, Iowa.

               Iowa Realty Insurance Agency, Inc. - Organized to establish third
                    party contracts with insurance companies to provide property
                    insurance to residential real estate customers. Incorporated
                    in Iowa. Headquartered in West Des Moines, Iowa.

               FirstRealty,  Ltd. - Organized to provide residential real estate
                    brokerage services.  Incorporated in Iowa.  Headquartered in
                    West Des Moines, Iowa.

               Iowa Title Company - Organized to provide land title  abstracting
                    services. Incorporated in Iowa. Headquartered in Des Moines,
                    Iowa.

               Midland Escrow Services,  Inc. - Organized to provide real estate
                    and mortgage  closing and escrow  services.  Incorporated in
                    Iowa. Headquartered in West Des Moines, Iowa.

               Nebraska Land Title and  Abstract  Company - Organized to provide
                    title and abstracting services.  Incorporated in Nebraska. 
                    Headquartered in Omaha, Nebraska.

               IMO  Co.,  Inc. - Organized  to provide  residential  real estate
                    brokerage services. Incorporated in Missouri.  Headquartered
                    in Springfield, Missouri.

               PlazaFinancial  Services,  LLC - Organized  as a holding  company
                    for a mortgage  brokerage  subsidiary.  Organized in Kansas.
                    Headquartered in Prairie Village, Kansas.

               PlazaMortgage  Services,  LLC - Organized to provide  residential
                    mortgage   brokerage   services.    Organized   in   Kansas.
                    Headquartered in Prairie Village, Kansas.

               Real Estate Referral  Network,  Inc. - Organized to generate real
                    estate  sales  and  listing   referrals.   Incorporated   in
                    Nebraska. Headquartered in Omaha, Nebraska.

                                      -4-
<PAGE>
MidAmerican Realty Services Company (continued)

               The  Referral  Company - Organized to generate  real estate sales
                    through  referrals from retired  salespersons of Iowa Realty
                    Co., Inc.  Incorporated in Iowa.  Headquartered  in West Des
                    Moines, Iowa.

               Select  Relocation  Services,  Inc. - Organized  to provide  real
                    estate  relocation   services.   Incorporated  in  Nebraska.
                    Headquartered in Omaha, Nebraska.

               b.   Less than  100% but  greater  than 10% owned by  MidAmerican
                    Realty Services Company

               EdinaRealty Mortgage, LLC -  Organized  to provide  residential
                    mortgage   brokerage   services.   Organized   in  Delaware.
                    Headquartered in Edina, Minnesota.

               Home Real  Estate  Inc.   (Nebraska)   -  Organized   to  provide
                    residential real estate brokerage services.  Incorporated in
                    Nebraska. Headquartered in Lincoln, Nebraska.

               The  Mortgage  Group,  LLC -  Organized  to  provide  residential
                    mortgage   brokerage   services.   Organized   in  Nebraska.
                    Headquartered in Omaha, Nebraska.

               *MidAmerican   Home   Services,   LLC  -  Organized   to  provide
                    residential real estate brokerage services.
                 Organized in Iowa.  Headquartered in West Des Moines, Iowa.

               TitleInformation   Services,   LLC   -   Organized   to   provide
                    computerized  title  information.   Organized  n  Minnesota.
                    Headquartered in Minneapolis, Minnesota.

          iv.  *Quad Cities Energy Company (100% owned) - Organized to invest in
               nonregulated   generation   facilities.   Incorporated  in  Iowa.
               Headquartered in Des Moines, Iowa.

               a.   100% owned by Quad Cities Energy Company

               Cordova Energy Company, LLC - Organized to invest in nonregulated
                    generation facilities.  Organized in Delaware. Headquartered
                    in Des Moines, Iowa.

          v.   Northern  Electric  plc (100% owned) - Organized as a UK regional
               electric   company.   Incorporated   in   the   United   Kingdom.
               Headquartered in Newcastle, United Kingdom.

               a.   100% owned by Northern  Electric plc - (all of the following
                    were headquartered in Newcastle, United Kingdom).

               Northern  Electric  Generation  Limited - Organized  as a holding
                    company. Incorporated in United Kingdom.

               Northern Electric Overseas Holdings Limited - General  Merchants.
                    Incorporated in United Kingdom.

               Northern  Electric  Properties  Limited - Organized as a property
                    management company. Incorporated in United Kingdom.

               Northern Electric  Finance plc - Organized as a finance  company.
                    Incorporated in United Kingdom.

               Gas  UK   Limited  -  Holds   rights  in  natural   gas   assets.
                    Incorporated in United Kingdom.

               CalEnergy Gas (Holdings)  Limited - Gas exploration and ownership
                    of gas. Incorporated in United Kingdom.

                                      -5-
<PAGE>
Northern Electric plc (continued)

               Northern Electric  Retail  Limited - Retailing of electrical  and
                    gas appliances. Incorporated in United Kingdom.

               Northern   Electric   Distribution   Limited  -   Management   of
                    distribution network. Incorporated in United Kingdom.

               Northern Electric Generation TPL Limited - Organized as a holding
                    company. Incorporated in United
                 Kingdom.

               Northern  Electric  Generation  CPS Limited - General  Merchants.
                    Incorporated in United Kingdom.

               Northern Electric  Generation  NPL Limited - Standard  commercial
                    company. Incorporated in United Kingdom.

               Northern Electric  Generation  Peaking  Limited -  Generation  of
                    electricity. Incorporated in United Kingdom.

               Northern  Electric  Insurance  Services  Limited -  Organized  to
                    provide insurance services.
                 Incorporated in United Kingdom.

               CalEnergy Gas UK Limited - Formed to  purchase,  lease or acquire
                    land  containing or believed to contain  petroleum,  natural
                    gas or other  mineral  oils;  to  search  and  prospect  for
                    petroleum,    natural   gas   and   related    hydrocarbons.
                    Incorporated in United Kingdom.

               Neptune Power Ltd. - Holding  company  authorized to carry on the
                    business  and  activities  of  an   electricity   generating
                    company, business of a holding company, to do anything which
                    a person who is authorized  to generate,  transmit or supply
                    electricity under the Electricity Act 1989 and other clauses
                    relating  to  energy   purchase,   supply  and   generation.
                    Incorporated in United Kingdom.

               CalEnergy Gas (Polska) Sp. z.o.o.  - Formed for the  exploration,
                    production and refining of reserves of natural gas and other
                    hydrocarbons  within the  territory  of Poland  and  abroad.
                    Incorporated in United Kingdom.

               CalEnergy  Gas  (Pipelines)  Limited  -  Formed  to  explore  and
                    prospect for,  manufacture,  produce,  buy, sell, dispose of
                    and  deal in gas and to use all  such  land,  buildings  and
                    other works,  machinery,  plant and pipes.  Incorporated  in
                    United Kingdom.

               Northern  Electric  &  Gas  Limited  - A  trading  company  which
                    directly owns 100% of the following  subsidiaries:  Northern
                    Tracing & Collection  Services  Limited,  Northern  Electric
                    Retail  Limited,   Northern  Electric   Transport   Limited,
                    Northern  Metering   Services   Limited,   Northern  InfoCom
                    Limited,   Northern  Utility  Services   Limited,   Northern
                    Electric  Training  Limited,  and Northern  Electric Telecom
                    Limited. Incorporated in United Kingdom.

               Northern  Electric   Investments  Limited  -  General  Merchants.
                    Incorporated in United Kingdom.

               CalEnergy Europe  Limited - Used as a tender  vehicle by Business
                    Development in Europe. Incorporated in United Kingdom.

  
                                      -6-
<PAGE>
Northern Electric plc (continued)

               Northern Tracing & Collection  Services Limited - Formed to carry
                    on address  checking  and tracing,  credit  vetting and debt
                    collection. Incorporated in United Kingdom.

               Northern Electric Share Scheme Trustee  Limited - Trustee company
                    to employee  share option  schemes.  Incorporated  in United
                    Kingdom.

               Northern Transport  Finance  Limited - Organized as an investment
                    company. Incorporated in United Kingdom.

               Northern   Electric   Supply   Limited  -  Organized   to  retail
                    electricity and gas. Incorporated in United Kingdom.

               Northern Metering Services Limited - Meter operator. Incorporated
                    in United Kingdom.

               Northern  Utility   Services   Limited  -  Organized  to  provide
                    engineering  contracting  services.  Incorporated  in United
                    Kingdom.

               Northern  Electric   Telecom   Limited  -  Organized  to  provide
                    telecommunications services. Incorporated in United Kingdom.

               Northern  Electric  Transport  Limited  -  Organized  to  provide
                    transport services. Incorporated in United Kingdom.

               Northern   Infocom   Limited  -  Standard   commercial   company.
                    Incorporated in United Kingdom.

               Northern  Electric   Training  Limited  -  Organized  to  provide
                    training services. Incorporated in United Kingdom.

               b.   Less  than  100%  but  greater  than 10%  owned by  Northern
                    Electric plc.

               Kings Road Developments  Limited - Formed to acquire  and develop
                    land, houses  and  buildings  at  Kings  Road,   Wallsend.
                    Incorporated in United Kingdom.

               Ryhope Road  Developments  Ltd - Formed to  acquire  and  develop
                    land. Incorporated in United Kingdom.

               Stamfordham Road Developments Ltd. - Formed to acquire, purchase,
                    exchange  land at  Stamfordham  Road,  Newcastle  Upon Tyne.
                    Incorporated in United Kingdom.

               Viking  Power  Ltd.  -  Owner  of  power   generation   facility.
                    Incorporated in United Kingdom.

               Seal Sands  Network  Ltd.  -  Owns  infrastructure  for  Teeside.
                    Incorporated in United Kingdom..

               Polska  Power  Sp.  z  o.o.  -  Organized   to  invest  in  power
                    generation,  development  and to  perform  power  generation
                    activities;   and  invest  in   electrical   infrastructure,
                    development,    construction    and   maintain    electrical
                    infrastructure; and to invest in or develop other activities
                    relating to power  generation and electrical  infrastructure
                    in Poland. Incorporated in United Kingdom.

                                      -7-
<PAGE>
Northern Electric plc (continued)

               Teesside Power  Limited - General and supply  products  connected
                    with energy. Incorporated in United Kingdom.

          vi.  CE  Generation,  LLC -  (50%  owned)  -  Organized  as a  holding
               company. Headquartered in Omaha, Nebraska.

               a.   100% owned by CE  Generation,  LLC (all of the following are
                    headquartered in Omaha, Nebraska)

               California  Energy  Development  Corporation  - Managing  general
                    partner of Yuma  Cogeneration  Associates.  Incorporated  in
                    Delaware.

               California  Energy  Yuma  Corporation  -  Organized  as a holding
                    company.   Holds  a  50%   interest  in  Yuma   Cogeneration
                    Associates, a general partnership. Incorporated in Utah.

               Yuma Cogeneration  Associates  - Owner of the  Yuma  cogeneration
                    natural gas-fired project in Arizona. Organized in Utah.

               MagmaPower  Company  -  Organized  as  a  holding  company.  Owns
                    several operating subsidiaries. Incorporated in Nevada.

               Desert Valley  Company - Operates  monofill for  Imperial  Valley
                    operations. Incorporated in California.

               Vulcan Power Company - Organized as a holding  company.  Owns 50%
                    of  Vulcan/BN  Geothermal  Power  Company.  Incorporated  in
                    Nevada.

               Vulcan/BN  Geothermal  Power Company - Owner of Vulcan Project in
                    the Imperial Valley. Formed in Nevada.

               CalEnergy   Operating   Corporation  -  Provides   operating  and
                    maintenance services for Imperial Valley Facilities; General
                    Partner   of   Leathers,   Del  Ranch,   &  Elmore   limited
                    partnerships. Incorporated in Delaware.

               Leathers,  L.P.  -  Owns  Leathers  project  in the  Salton  Sea.
                    Organized in California.

               Elmore, L.P. - Owns Elmore  project in the Salton Sea.  Organized
                    in California.

               Del  Ranch,  L. P. - Owns Del Ranch (Hoch)  project in the Salton
                    Sea. Organized in California.

               Salton Sea Power  Company - Organized  as a holding  company.  1%
                    General Partner Interest, Salton Sea Power Generation, L. P.
                    & Salton Sea Brine Processing, L. P. Incorporated in Nevada.

               Salton Sea Brine Processing L. P. - Owns 99% limited  partnership
                    interest in Salton Sea Power Generation,  L.P.  Organized in
                    California.

               Salton Sea Power Generation L. P. - Owns Units 1, 2 & 3 & part of
                    Unit 4 at Salton Sea. Formed in California.

               MagmaLand Company I - Holds  mineral  interests  and brine rights
                    for Salton Sea Projects. Incorporated in Nevada.

               Salton Sea Funding  Corporation - Owns 1% of: CEOC,  FLPC,  SSPC,
                    SSRC,  and VPC.  Issued notes and bonds and lent proceeds to
                    Salton Sea projects. Incorporated in Delaware.

                                      -8-
<PAGE>
CE Generation, LLC (continued)

               Conejo Energy Company - Holding company owning 50% partnership
                 interest - 40%  General  Partner & 10%  limited  partner in Del
                 Ranch, L. P.  Incorporated in California.

               Niguel Energy Company - Holding  company  owning 50%  partnership
                    interest  (40%  General  Partner & 10%  Limited  Partner) in
                    Elmore, L. P. Incorporated in California.

               SanFelipe Energy Company - Holding company owning 50% partnership
                    interest  (40%  General  Partner & 10%  Limited  Partner) in
                    Leathers,  L.  P.  Incorporated in California.

               Falcon Seaboard Resources, Inc. - Organized as a holding company.
                    Incorporated in Texas.

               Falcon  Seaboard  Oil  Company  - Holds  100%  interest  in Power
                    Resources, Inc. Incorporated in Texas.

               Falcon Seaboard Pipeline Corporation - Holds 100% interest in Big
                    Springs Pipeline Company. Incorporated in Texas.

               Falcon Seaboard  Power  Corporation - Holds 100% interest in SECI
                    Holdings,  Inc.,  Falcon Power Operating  Company and NorCon
                    Holdings, Inc. Incorporated in Texas.

               PowerResources,  Inc.  - Formed to own and  operate  a  gas-fired
                    cogeneration facility. Incorporated in Texas.

               Falcon Power Operating  Company - Formed to provide operation and
                    maintenance    services   for    cogeneration    facilities.
                    Incorporated in Texas.

               Salton Sea Power  L.L.C.  - Formed to  develop,  own and  operate
                    Salton Sea Unit #5. Organized in Delaware.

               CE Salton Sea Inc. - Development  Company to support Salton Sea
                    Unit #5. Incorporated in Delaware.

               CE Turbo  LLC  -  Owns  Imperial  Valley  turbo-expander  power
                    project. Organized in Delaware.

               CE Texas   Energy  LLC   (formerly   Falcon   Seaboard   Energy
                    Corporation) - Owns CE Texas Gas LLC. Formed in Delaware.

               CE Texas Gas LLC (formerly Falcon Seaboard Gas Company) - Owns
                    certain contract rights. Formed in Delaware.

               Fish Lake Power LLC (formerly  Fish Lake Power  Company) - Owns a
                    1% interest in Salton Sea Unit IV.  Formed in Delaware.

               Imperial Magma LLC (formerly Imperial Magma) - Owns resource
                 rights and real  property in the  Imperial  Valley.  Formed in
                 Delaware.

               NorCon Holdings,  Inc. -  Organized  as a holding  company.  Owns
                    Northern Consolidated Power, Inc. Incorporated in Delaware.

               Northern Consolidated  Power, Inc. - Formed to own an interest in
                    Norcon Power Partners, L.P.  Incorporated in Delaware.

               Salton Sea Royalty LLC - Owns certain rights to royalty payments.
                    Organized in Delaware.

                                      -9-
<PAGE>
CE Generation, LLC (continued)

               VPC Geothermal LLC (formerly BN Geothermal  Company) - Owns an
                    interest in Vulcan/BN Geothermal Power Company.  Organized
                    in Delaware.

               SECI Holdings, Inc. - Holding company for Saranac Energy Company.
                    Incorporated in Delaware.

               Saranac Energy  Company,  Inc. - Formed to own an interest in the
                    project  company  for the Saranac  cogeneration  facility in
                    Plattsburgh, NY. Incorporated in Delaware.

               b.   Less than 100% but greater than 10% owned by CE  Generation,
                    LLC

               Saranac Power  Partners,  L. P. - Formed  to  construct,  own and
                    operate  a  natural  gas-fired   cogeneration   facility  in
                    Plattsburgh,  NY  and  to  own  North  County  Gas  Pipeline
                    Corporation. Formed in Delaware.

               NorCon Power  Partners,  L. P. -  Formed  to  construct,  own and
                    operate a cogeneration facility in Erie County, PA.  
                    Formed in Delaware.

               NorthCountry Gas Pipeline Corporation - Formed to construct,  own
                    and operate a gas  pipeline to primarily  transport  fuel to
                    Saranac. Incorporated in New York.

          vii. Other MidAmerican Energy Holdings Company Related Entities:

               a.   100% owned by MidAmerican  Energy  Holdings  Company (all of
                    the following are headquartered in Omaha, Nebraska).

               CE   Power,  Inc.  - Owner of shares of the share  capital  of CE
                    Electric UK Holdings. Incorporated in Delaware.

               CE   Electric, Inc. - Owner of shares of CE Electric UK Holdings.
                    Incorporated in Delaware.

               CE   Electric UK Funding Company -  Organized  as a holding and
                    investment company. Incorporated in United Kingdom.

               CE   Electric  UK  Holdings  -  Organized  as a holding  company.
                    Incorporated in United Kingdom.

               CE   Electric   UK  plc  -  Owner  of  Northern   Electric   plc.
                    Incorporated in United Kingdom.


               CE   Geothermal,  Inc. - Owns Western States  Geothermal  Company
                    and  Intermountain   Geothermal  Company.   Incorporated  in
                    Delaware.

               Western  States  Geothermal   Company  -  Owner  of  Desert  Peak
                    leaseholds  and the  Desert  Peak  geothermal  power  plant.
                    Incorporated in Delaware.

               Intermountain  Geothermal  Company - Owner of 70% interest in the
                    Roosevelt Hot Springs geothermal field in Utah. Incorporated
                    in Delaware.

               CE Exploration Company - Exploration subsidiary with leaseholds
                    in Oregon, Washington, and Northern California. Incorporated
                    in Delaware.

               CE Newberry,  Inc. - Project  company  for the  Telephone  Flat
                    project. Incorporated in Delaware.

               CE Humboldt,  Inc. - Holding company for the future development
                    of the Humboldt House leases. Incorporated in Delaware.

               CalEnergy  International   Services,  Inc.  -  Employs  personnel
                    working on CalEnergy's  projects  outside the United States.
                    Incorporated in Delaware.

               American Pacific Finance Company - Formed to be a captive finance
                    company. Incorporated in Delaware.

               California Energy  General  Corporation - Owns the Telephone Flat
                    leaseholds. Incorporated in Delaware.

               CE International Investments, Inc. - Holding company for projects
                    outside the United States.  Incorporated in Delaware.

               CE Mahanagdong  Ltd. - Holding company for interest in CE Luzon
                    Geothermal Power Company, Inc. Incorporated in Bermuda.

                                      -10-
<PAGE>
Other MidAmerican Energy Holdings Company Related Entities (continued)

               CE Philippines  Ltd. - Holding  company for interest in CE Cebu
                    Geothermal Power Company Inc. Incorporated in Bermuda.

               CE Cebu  Geothermal  Power Company,  Inc. - Project company for
                    the Upper  Mahiao  project.  The  Upper  Mahiao  project  is
                    located on the  island of Leyte.  It  delivers  power to the
                    adjacent island of Cebu via a submarine cable.  Incorporated
                    in Philippines.

               CE Indonesia  Ltd. - Holding  company  for  Indonesia  project.
                    Incorporated in Bermuda.

               CE Casecnan  Ltd. - Holding  company  which owns interest in CE
                    Casecnan  Water  &  Energy  Company,  Inc.  Incorporated  in
                    Bermuda.

               CE Latin  America  Ltd.  -  Holding   company  for  development
                    projects in Latin America. Incorporated in Bermuda.

               CE Singapore  Ltd. - Holding  company  for Patuha  Power,  Ltd.
                    Incorporated in Bermuda.

               CalEnergy Development  Company Ltd. - Formed to develop projects
                    outside the United States.
               Incorporated in Bermuda.

               CE Bali, Ltd. - Holds an interest in Bali Energy Ltd.
                    Incorporated in Bermuda.

               CE Ijen  Ltd. - Holding company for Indonesia project.
                    Incorporated in Bermuda.

               CE Asia Ltd. - Holding company for a potential project.
                    Incorporated in Bermuda.

               CE Overseas Ltd. - Holding company for a potential project.
                    Incorporated in Bermuda.

               Tongonan Power Investment, Inc. - Holds partnerships interests in
                    Alto  Peak  Power  Company  and  Visayas  Geothermal  Power
                    Company. Incorporated in Philippines.

               Alto Peak Power Company - Owner of Alto Peak Project.
                    Incorporated in Philippines.

               MagmaNetherlands  B.V. - Holds interest in Visayas  Geothermal
                    Power Company and Alto Peak. Incorporated in Netherlands.

               Visayas  Geothermal  Power  Company - Owner of Malitbog  Project.
                    Incorporated in Philippines.

               CE Indonesia Geothermal, Inc. - Formed as a holding company for
                    projects in Indonesia. Incorporated in Delaware.
               

               CE Indonesia Funding Corp. - Formed to finance the development,
                    construction  and  operation of power  plants in  Indonesia.
                    Incorporated in Delaware.

               CE (Bermuda) Financing Ltd. - Formed to finance energy projects
                    directly or through subsidiaries.  Incorporated in Bermuda.

               Kiewit  Energy   Company  -  Organized  as  a  holding   company.
                    Incorporated in Delaware.

               Kiewit Energy Pacific Holdings Corp. - Holding company which owns
                    shares of Kiewit International  (Bermuda) Ltd.  Incorporated
                    in Delaware.

               Kiewit  Energy  U.K.  Inc.  -  Organized  as a  holding  company.
                    Incorporated in Delaware.

                                      -11-
<PAGE>
Other MidAmerican Energy Holdings Company Related Entities (continued)

               Kiewit Energy International (Bermuda) Ltd - Holding company which
                    owns  interests  in  geothermal  power  generation   project
                    companies. Incorporated in Bermuda.

               Aurora  2000,  LLC -  Formed  to  develop  and  market  software.
                    Organized in Delaware.

               CE Aurora I, Inc. - Formed to develop and market software.
                    Incorporated in Delaware.

               Northern Aurora,  Inc. - Formed to develop  and market  software.
                    Incorporated in Delaware.

               CalEnergy Minerals,  LLC - Formed to own Salton Sea zinc recovery
                    project. Organized in Delaware.

               CalEnergy Development Company - Formed to develop projects in the
                    United States. Incorporated in Delaware.

               Salton Sea Minerals  Corp. - Owns  indirect  interest in minerals
                    project. Incorporated in Delaware.

               CalEnergy International, Inc. - Development company for project
                    interests located outside the United States.  Incorporated
                    in Delaware.

               Maverick  Reincorporation  Sub, Inc.  Formed to serve as a merger
                    vehicle. Incorporated in Iowa.

               CalEnergy  Capital  Trust I - Formed  to  provide  financing  for
                    CalEnergy activities. Formed in Delaware.

               CalEnergy  Capital  Trust II - Formed to  provide  financing  for
                    CalEnergy activities. Formed in Delaware.

               CalEnergy  Capital  Trust III - Formed to provide  financing  for
                    CalEnergy activities. Formed in Delaware.

               CalEnergy  Capital  Trust IV - Formed to  provide  financing  for
                    CalEnergy activities. Formed in Delaware.

               CalEnergy  Capital  Trust V - Formed  to  provide  financing  for
                    CalEnergy activities. Formed in Delaware.

               CalEnergy  Capital  Trust VI - Formed to  provide  financing  for
                    CalEnergy activities. Formed in Delaware.

               CE Minerals Development LLC - Owns interest in minerals projects.
                    Organized in Delaware.

               CalEnergy Holdings, Inc. - Organized as a holding company.
                    Incorporated in Delaware.

               b.   Less than  100% but  greater  than 10% owned by  MidAmerican
                    Energy Holdings Company.

               CE   Generation   LLC  -  Owns   indirect   interests   in  power
                    generation. Formed in Delaware.

               CE   Luzon Geothermal  Power Company,  Inc. - Project company for
                    the Mahanagdong  project. The Mahanagdong project is located
                    on  the  island  of  Leyte,  Philippines.   Incorporated  in
                    Philippines.

               Himpurna California  Energy Ltd. - Development  company for Dieng
                    Plateau  (Indonesia)  project  companies.   Incorporated  in
                    Bermuda.

               Bali Energy Ltd. - Project company for Bali geothermal project in
                    Indonesia. Incorporated in Bermuda.

                                      -12-

Other MidAmerican Energy Holdings Company Related Entities (continued)

               Patuha Power,  Ltd.  - Project  company  for  development  of the
                    Patuha field in Indonesia.  Formerly known as CE Development
                    Ltd. Incorporated in Bermuda.

               CE Casecnan Water and Energy Company, Inc. - Formed to design,
                    develop, construct, erect, assemble, commission, operate and
                    own a  hydroelectric  power plant in Luzon,  Philippines and
                    the related  facilities  for conversion of energy from water
                    into  electricity.  To  provide  irrigation  water  for  the
                    Philippine  Government or any government-owned or controlled
                    corporation. Incorporated in Philippines.

               Gilbert/CBE  Indonesia  L.L.C. - Organized to supply  engineering
                    services. Incorporated in Nebraska.

     D.   Inactive Subsidiaries
          100% Owned
             Midwest Gas Company - Incorporated in Iowa.
             DCCO Inc. - Incorporated in Minnesota.
             InterCoast Sierra Power Company - Incorporated in Delaware.
             MidAmerican Energy Financing II - Organized as a statutory 
               business trust.
             CHRS Inc. -Incorporated in Iowa.
             Bettendorf Lock & Security Services, Inc. - Incorporated in Iowa.
             Sutton Security, Inc. - Incorporated in Nebraska.
             Pro-tech Alarm Systems and Services, Inc. - Incorporated in 
               Missouri.
             CBS Brokerage Systems, Inc. - Incorporated in Nebraska.
             Leasing Associates, Inc. - Incorporated in Nebraska.
             Magma Generating Company II -  Incorporated in Nevada.
             Magma Generating Company I -  Incorporated in Nevada.
             Norming Investments B.V. -  Incorporated in Netherlands.
             California Energy Retail Company, Inc. - Incorporated in Delaware.
             Slupo I B.V. -  Incorporated in Netherlands.
             CEABC Co. -  Incorporated in Delaware.
             CEXYZ CO. -  Incorporated in Delaware.
             CE Electric (NY), Inc. -  Incorporated in New York.
             IPP Co. - Incorporated in Delaware.
             IPP Co. LLC. - Organized in Delaware.
             Gilbert/CBE L. P. -  Incorporated in Nebraska.
             California Energy Management Company - Incorporated in Delaware.
             Big Springs Pipeline Company - Incorporated in Texas.
             CBE Engineering Co. - Incorporated in California
             CE Columbia LTD. - Incorporated in Bermuda.
             Ormoc Cebu Ltd. -.  Incorporated in Bermuda.
             CalEnergy Imperial Valley Company, Inc. - Incorporated in Delaware.
             American Pacific Finance Company II - Incorporated in California.

     *    Two Rivers,  Inc., Edina Corporate  Services,  Inc.,  MidAmerican Home
          Services,  LLC,  Cordova Energy  Company,  LLC, and Quad Cities Energy
          Company did not commence operations until 1999.


2.  A brief  description  of the  properties  of the  claimant  and each of its
    subsidiary public utility companies.

     A.   MidAmerican  Energy  Holdings  Company  is  the  holding  company  for
          MidAmerican  Funding,   LLC  and  various   nonregulated   businesses.
          MidAmerican Energy Holdings Company owns no physical utility property.

          MidAmerican  Funding, LLC is the holding company for MHC Inc. and owns
          no physical utility property.

                                      -13-
<PAGE>

          MHC Inc. is the direct holding company for MidAmerican  Energy Company
          and various nonregulated businesses. MHC Inc. owns no physical utility
          property.

     B.   On March 12, 1999,  MidAmerican Energy Holdings Company, the parent of
          MidAmerican  Energy  Company  merged with a  subsidiary  of  CalEnergy
          Company, Inc. and changed its name to MHC Inc. CalEnergy Company, Inc.
          reincorporated  as  an  Iowa  corporation  and  changed  its  name  to
          MidAmerican  Energy  Holdings  Company on March 12, 1999.  MidAmerican
          Energy  Company  ("MidAmerican"  or "Company")  is a regulated  public
          utility company, incorporated in the State of Iowa.

          The Company's  utility  operations  consist of four distinct  business
          units:  generation,  transmission,  energy  delivery  and retail.  The
          Company  is  primarily   engaged  in  the   business  of   generating,
          transmitting,   distributing   and   selling   electric   energy   and
          distributing,  selling and transporting  natural gas. The Company owns
          intrastate  natural gas  transmission  lines that do not  constitute a
          material  portion of the overall  distribution  system;  as such these
          lines are classified as distribution lines for accounting purposes.

          The  Company's  utility  service  territory  spans  the State of Iowa,
          serving most of its larger cities as well as areas of Illinois,  South
          Dakota, and Nebraska. MidAmerican provides electric service to 653,000
          customers in Iowa, Illinois,  and South Dakota and natural gas service
          to 622,000 customers in Iowa, Illinois, South Dakota, and Nebraska.

          i. ELECTRIC OPERATIONS:

             MidAmerican's   transmission  lines,  operating  from  34,500  to
             345,000 volts,  totalled 4,206 circuit miles at December 31, 1998
             (3,910  miles  are  located  in  Iowa).   MidAmerican  owned  277
             distribution  substations  (243  are  located  in  Iowa)  and  55
             transmission substations (50 in Iowa) at December 31, 1998.

             MidAmerican  owns or connects  with electric  transmission  lines
             which deliver electric energy at or near the Iowa state border at
             the following interconnecting points:

             1.   161 kv interconnection near Creston,  Iowa with Western Area
                  Power Administration;

             2.   161 kv interconnection near Clarinda, Iowa with St. Joseph
                  Light and Power Company;

             3.   345 and 161 kv interconnections at Council Bluffs, Iowa with
                  Omaha Public Power District;

             4.   345 and 161 kv  interconnections  at Sioux  City,  Iowa with
                  Omaha Public Power District;

             5.   69 kv  interconnection  at  Hamburg,  Iowa  with  Associated
                  Electric Cooperative, Inc.;

             6.   345 kv  interconnections  near Hills, Iowa and near Haskins,
                  Iowa with Union Electric Company;

             7.   345 kv  interconnection  at Sioux City,  Iowa with  Nebraska
                  Public Power District;

             8.   345  kv  interconnection  at  Cooper  Nuclear  Station  near
                  Brownville, Nebraska, with Nebraska PublicPower District;

             9.   345 kv interconnection  near Lakefield Junction,  Minnesota,
                  with Interstate Power Company;

             10.  345 and 161 kv  interconnections  near Sioux City, Iowa with
                  Western Area Power Administration;

             11.  345 kv interconnection at Quad-Cities  Station near Cordova,
                  Illinois, with Commonwealth Edison Company and Interstate 
                  Power Company;

             12.  161  kv  interconnection  near  Galesburg,   Illinois,  with
                  Illinois Power Company; and

             13.  161 kv interconnection near Camanche,  Iowa, with Interstate
                  Power Company.

                                      -14-
<PAGE>

             MidAmerican  owns or  connects  with the  following  transmission
             lines at or near  the Iowa  state  border  in order to serve  its
             electric customers:

             1.   two 69 kv transmission lines near McCook Lake, South Dakota;

             2.   one 69 kv transmission line near Alcester, South Dakota;

             3.   one 161 kv transmission line near Rock Island, Illinois;

             4.   one 161 kv transmission line in East Moline, Illinois;

             5.   one 69 kv transmission line in or near Port Bryan and
                  Cordova, Illinois;

             6.   two 69 kv transmission lines in East Moline, Illinois;

             7.   two 69 kv transmission lines in Moline, Illinois; and

             8.   one 69 kv transmission line in Rock Island, Illinois.

             Electric generating  facilities at December 31, 1998 consisted of
             the following. The net accredited generating capacity, along with
             the  participation  purchases and sales,  net, and firm purchases
             and sales, net, are shown for the summer 1998 accreditation.

                                                                 Accredited
                                              Percent            Generating
Plant                                        Ownership   Fuel   Capability (MW)
- ------------------------------------------   ---------   ----   ---------------
Steam Electric Generating Plants:
Iowa
         George Neal Station
              Unit No. 1                       100.0     Coal        135
              Unit No. 2                       100.0     Coal        300
              Unit No. 3 (jointly owned)        72.0     Coal        371
              Unit No. 4 (jointly owned)        41.0     Coal        253
              Ottumwa Unit (jointly owned)      52.0     Coal        372
              Louisa Unit (jointly owned)       88.0     Coal        616
         Council Bluffs Energy Center
              Unit No. 1                       100.0     Coal         43
              Unit No. 1                       100.0     Coal         88
              Unit No. 3 (jointly owned)        79.0     Coal        534
         Riverside Station
              Unit No. 3                       100.0     Coal          5
              Unit No. 5                       100.0     Coal        130
                                                                     ----
Total Steam Electric Generating Units                               2,847

                                      -15-
<PAGE>



                                                                  Accredited
                                           Percent                Generating
Plant                                     Ownership    Fuel     Capability (MW)
- ---------------------------------------   ---------  ---------- ---------------
Combustion Turbines:
     Iowa
       Parr-2 units                         100.0    Gas or Oil          32
       Electrifarm-3 units                  100.0    Gas or Oil         191
       River Hills Energy Center-8 units    100.0    Gas or Oil         116
       Sycamore Energy Center-2 units       100.0    Gas or Oil         149
       Pleasant Hill-3 units                100.0        Oil            148
       Coralville-4 units                   100.0    Gas or Oil          64
       Illinois
       Moline-4 units                       100.0    Gas or Oil          64
                                                                       ----
Total Combustion Turbines                                               764

Nuclear:
     Illinois
         Quad-Cities Station
              Unit No. 1 (jointly owned)     25.0    Nuclear            192
              Unit No. 2 (jointly owned)     25.0    Nuclear            190
     Nebraska
              Cooper Station (Note 1)        50.0    Nuclear            385
                                                                       ----
Total Nuclear                                                           767
                                                                       ----

Hydro:
    Illinois
              Moline - 4 units              100.0    Water                3
                                                                      -----
Total Hydro                                                               3
                                                                      -----

Net Accredited Generating Capability                                  4,381
Participation Purchases and Sales, Net                                   44
                                                                      -----
  Total Net Accredited Generating Capability                          4,425
                                                                      -----

Firm Purchases and Sales, Net                                           (50)
                                                                      -----
Adjusted Net Accredited Generating Capability                         4,375
                                                                      =====
                                                                      

(1)  Cooper Nuclear  Station is owned by Nebraska  Public Power District and the
     amount  shown  is  MidAmerican's   entitlement  (50  percent)  of  Cooper's
     accredited  capability  under a power purchase  agreement  extending to the
     year 2004.

       ii.  GAS OPERATIONS

          MidAmerican  serves  customers in Iowa,  Illinois,  South Dakota,  and
          Nebraska.    MidAmerican   is   responsible   for   the   procurement,
          transportation,  storage and  distribution of natural gas. Natural gas
          is procured from various suppliers and transported by Northern Natural
          Gas Co., Natural Gas Pipeline Co. of America, Northern Border Pipeline
          Company and ANR Pipeline Co. to the Company's service  territory.  The
          gas is stored in various storage  facilities to manage  fluctuation in
          system demand and seasonal  pricing.  MidAmerican's  highest  peak-day
          delivery was 1,143,026 MMBtus on February 2, 1996.

          Natural gas is distributed  through 19,426 miles of distribution mains
          and services of which 15,169 miles are located in Iowa, 2,036 miles in
          Illinois, 2,075 miles in South Dakota and 146 miles in Nebraska.

                                      -16-
<PAGE>


          Other natural gas property owned includes: three liquefied natural gas
          plants located in Bettendorf,  Iowa,  Waterloo,  Iowa, and Des Moines,
          Iowa with  109,600  MMBtu  maximum  daily  delivery  capacity  and two
          propane-air  gas peak shaving plants  located in Sioux City,  Iowa and
          Des Moines,  Iowa,  with a total  maximum daily  delivery  capacity of
          59,000 MMBtu.


3.   The  following  information,  along  with  additional  data,  provides  the
     electric and natural gas data for  MidAmerican  for the year ended December
     31, 1998.

     a.   (1) Number of kWh of electric energy sold (at retail or wholesale):

                Retail                                         16,088,557,000
                Sales for Resale                                6,185,653,000

          (2) Number of MMBtu of natural gas distributed (at retail):
                                                                   81,985,000

     b.   (1) Number of kWh of electric energy  distributed at retail outside of
              the state of incorporation:

                South Dakota                                      111,676,000
                Illinois                                        1,750,359,000

          (2)  Number of MMBtu of natural gas  distributed  at retail outside of
               the state of incorporation:

                Illinois                                            8,362,000
                South Dakota                                        8,302,000
                Nebraska                                              577,000

     c.   (1) Number of kWh of electric energy sold at wholesale  outside of the
              state of incorporation, or at the state line: None.

               The number of kWh of electric energy sold at wholesale outside of
               the state of  incorporation,  or at the state line,  excludes the
               following sales for resale  transactions  originating  within the
               State of Iowa to purchasers outside the state: 5,264,852,000.

          (2)  Number of MMBtu of natural gas sold at  wholesale  outside of the
               state of incorporation, or at the state line: None.

     d.   (1) Number of kWh of electric energy purchased outside of the state of
              incorporation, or at the state line:

               Nebraska                                         3,493,769,000
               South Dakota                                       214,392,000
               Minnesota                                          133,656,000
               Illinois                                           126,244,000
               Missouri                                           114,570,000
               Canada                                              73,171,000
               Kansas                                              60,874,000
               Alabama                                             59,234,000
               North Dakota                                        32,209,000
               Texas                                               15,608,000
               Other States                                         9,993,000

                                      -17-
<PAGE>

          (2)  Number of MMBtu of natural gas purchased  outside of the state of
               incorporation, or at the state line:

               Minnesota                                           18,133,000
               Kansas                                              15,346,000
               Texas                                                8,205,000
               Louisiana                                            4,178,000
               New Mexico                                             485,000
               Illinois                                               365,000
               Nebraska                                               341,000

     e.   Additional Data:

          (1)  Electric operating revenues (000):

               Iowa                     88.6%                      $1,036,949
               Outside of Iowa          11.4%                        $132,861
               Total                   100.0%                      $1,169,810

        (2) Natural gas operating revenues (000):

               Iowa                     80.0%                        $342,924
               Outside of Iowa          20.0%                         $86,946
               Total                   100.0%                        $429,870

        (3)  Total average electric customers:

               Iowa                     86.5%                         562,502
               Outside of Iowa          13.5%                          87,616
               Total                   100.0%                         650,118

        (4)  Total average natural gas customers:

               Iowa                     78.6%                         487,008
               Outside of Iowa          21.4%                         132,686
               Total                   100.0%                         619,694

        (5) Net utility plant- electric (000):

               Iowa                     88.3%                      $1,912,902
               Outside of Iowa          11.7%                        $254,736
               Total                   100.0%                      $2,167,638

        (6) Net utility plant- gas (000):

               Iowa                     80.0%                        $379,225
               Outside of Iowa          20.0%                         $94,782
               Total                   100.0%                        $474,007

4.   The following information for the reporting period with respect to claimant
     and each  interest it holds  directly or  indirectly in an EWG or a foreign
     utility company.

     a.   Name,  location,  business  address and  description of the facilities
          used by the EWG or foreign utility company:

                                      -18-
<PAGE>

          (1)  Name:                 Visayas Geothermal Power Company
               Location:             On the Island of Leyte, Philippines
               Business Address:     24th Floor, 6750 Building
                                     6750 Ayala Avenue
                                     Makati, Metro Manila, Philippines
               Description:

                  These  facilities  consist  of  three  identical  77  gross MW
                  generating  units  located  on  the  island  of  Leyte  in the
                  Republic of the Philippines.  Each generating unit consists of
                  one  turbine/generator  set.  VGPC will  sell the full  energy
                  output  of the  facilities  to  the  Philippine  National  Oil
                  Company-Energy Development Corporation ("PNOC-EDC").  PNOC-EDC
                  will in turn sell the energy to the National Power Corporation
                  ("NAPOCOR")  which  will  deliver  power from one of the power
                  plant's  units to the  island of Cebu and the  power  from the
                  other two units of the power plant to the island of Luzon,  in
                  each case by means of its own transmission facilities.

          (2)  Name:                 CE Luzon Geothermal Power Company, Inc.
               Location:             On the Island of Leyte, Philippines
               Business Address:     24th Floor, 6750 Building
                                     6750 Ayala Avenue
                                     Makati, Metro Manila, Philippines
               Description:

                  This facility  consists of two geothermal  power plants on two
                  adjacent  sites,  Mahanagdong  A and  Mahanagdong  B,  with an
                  aggregate  capacity of approximately 180 gross MW. Mahanagdong
                  A will  consist  of two 60 MW  turbine/generators  powered  by
                  geothermal  steam and  Mahanagdong B will consist of one 60 MW
                  turbine/generator  powered by geothermal steam. The facilities
                  will be located on the island of Leyte in the  Republic of the
                  Philippines.  CE Luzon will sell the full energy output of the
                  facilities  to The  Philippines  National  Oil  Company-Energy
                  Development Company  ("PNOC-EDC").  PNOC-EDC will in turn sell
                  the energy to the National Power Corporation ("NAPOCOR") which
                  will deliver  power to the island of Luzon by means of its own
                  transmission facilities.


          (3)  Name:                 CE Cebu Geothermal Power Company, Inc.
               Location:             On the Island of Leyte, Philippines
               Business Address:     24th Floor, 6750 Building
                                     6750 Ayala Avenue
                                     Makati, Metro Manila, Philippines
               Description:

                  This facility consists of four geothermal combined cycle units
                  (each  consisting of a back pressure  turbine and three binary
                  turbo-chargers  and  associated  generators)  and  two  binary
                  turbo-chargers  and  associated  generators)  and  two  binary
                  turbines and associates  generators.  The  facilities  will be
                  located on the Island of Leyte,  Republic of the  Philippines.
                  CE Cebu will sell the full energy output of the  facilities to
                  the  Philippine   National  Oil   Company-Energy   Development
                  Corporation  ("PNOC-EDC").  PNOC-EDC  will  in turn  sell  the
                  energy to the National  Power  Corporation  ("NAPOCOR")  which
                  will deliver  power from the  facilities to the island of Cebu
                  by means of its own transmission facilities.

                                      -19-
<PAGE>


          (4)  Name:                 CE Casecnan Water and Energy Company, Inc.
               Location:             On the Island of Luzon, Philippines
               Business Address:     24th Floor, 6750 Building
                                     6750 Ayala Avenue
                                     Makati, Metro Manila, Philippines
               Description:

                  This  facility  consists  of  a  multipurpose  irrigation  and
                  hydroelectric   power   facility  with  a  rated  capacity  of
                  approximately 150 MW, consisting of two Francis-type turbines,
                  located  on  the  island  of  Luzon  in  the  Republic  of the
                  Philippines.  Casecnan  Water  and  Energy  will sell the full
                  energy  output of the  facilities to the  Philippine  National
                  Irrigation  Administration  ("NIA"). NIA will in turn sell the
                  energy to the National Power Corporation ("NAPOCOR").  NIA, at
                  its own cost and  expense,  will cause  NAPOCOR to  construct,
                  install,  connect and maintain the required  transmission line
                  between the facility's powerhouse and NAPOCOR's Luzon grid.


          (5)  Name:                 Himpurna California Energy Ltd.
               Location:             On the Island of Central Java, Indonesia
               Business Address:     Plaza Bapindo
                                     Menara I, 26th Floor
                                     Jl. Jend. Sudirman Kav. 54-55
                                     Jakarta 12190, Indonesia
               Description:

                  This facility  consists of geothermal power production  plants
                  and   associated   interconnection   equipment  at  the  Dieng
                  geothermal  field in  Central  Java and will sell the power to
                  Perusahaan  Pertambangan  Minyak  Dan  Gas  Bumi  Negara,  the
                  Indonesian  national oil company,  and to P.T. PLN  (Persero),
                  the  former  state-owned   electric  utility  which  has  been
                  converted into a limited liability company.

          (6)  Name:                 Northern Electric, PLC
               Location:             Newcastle, England
               Business Address:     Carliol House
                                     Market Street
                                     Newcastle upon Tyne
                                     NE1 6NE    England
               Description:

                  Northern Electric is engaged in the distribution and supply of
                  electricity to the North East of England.


     b.  Name of each system company that holds an interest in such EWG or 
         foreign utility company:

         (1)    MidAmerican Energy Holding Company
         (2)    CE International Investments, Inc.
         (3)    Kiewit Energy Pacific Holdings Corporation
         (4)    Tongonan Power Investments
         (5)    Magma Netherlands B.V.
         (6)    CE Casecnan Ltd.
         (7)    CE Mahanagdong Ltd.
         (8)    CE Singapore Ltd.
         (9)    CE Indonesia Ltd.
         (10)   CE Phillippines Ltd.
         (11)   CE Bali Ltd.
         (12)   Kiewit Energy International (Bermuda) Ltd.
         (13)   CE Casecnan Water & Energy Company, Inc.
         (14)   Visayas Geothermal Power Company
         (15)   CE Cebu Geothermal Power Company
         (16)   CE Luzon Geothermal Power Company, Inc.
         (17)   Pathua Power Ltd.
         (18)   Himpurna California Energy Ltd.
         (19)   Bali Energy Ltd.
         (20)   CE Power Inc.
         (21)   CE Electric Inc.
         (22)   Kiewit Energy UK Inc.
         (23)   CE Electric UK Funding Company 
         (24)   CE Electric UK Holdings 
         (25)   CE Electric UK plc 
         (26) Northern Electric plc

     c.  Type and amount of capital  invested, directly or indirectly,  or any
         direct or  indirect  guarantee of the security  of the EWG or  foreign
         utility company by the holding company claiming exemption; and any debt
         or other financial  obligation for which there is recourse, directly or
         indirectly, to the holding company claiming exemption or another system
         company, other than the EWG or foreign utility company:

              (1)  Visayas Geothermal Power Company

                   Partners capital                                 $ 39,229
                   Debt                                             $      -

              (2)  CE Luzon Geothermal Power Company Inc.

                   Common stock                                     $128,265
                   Debt                                             $      -

              (3)  CE Cebu Geothermal Power Company Inc.

                   Common stock                                     $ 86,423
                   Debt                                             $      -

              (4)  CE Casecnan Water and Energy Company, Inc.

                   Common stock                                     $123,836
                   Debt                                             $      -

              (5)  Himpurna California Energy Ltd.

                   To be filed by amendment                         $      -
                  
              (6)  Northern Electric plc

                   Common stock                                     $584,536
                   Debt                                             $      -


                                      -21-
<PAGE>

     d.  Capitalization and earnings of the EWG or foreign utility company 
         during the reporting period:

              (1)  Visayas Geothermal Power Company

                   Capitalization                                   $193,035
                   Earnings                                         $ 48,099

              (2)  CE Luzon Geothermal Power Company Inc.

                   Capitalization                                   $354,751
                   Earnings                                         $ 30,056

              (3)  CE Cebu Geothermal Power Company Inc.

                   Capitalization                                   $233,393
                   Earnings                                         $  2,209

              (4)  CE Casecnan Water and Energy Company, Inc.

                   Capitalization                                   $469,658
                   Earnings                                         $    378

              (5)  Himpurna California Energy Ltd.

                   To be filed by amendment                         $      -
                   
              (6)  Northern Electric, PLC

                   Capitalization                                 $1,678,410
                   Earnings                                       $   49,058

     e.  Identify any service,  sales or construction contracts between the EWG
         or foreign utility company and a system company: None

                                      -22-
<PAGE>


Exhibit A

Exhibit A to be filed by amendment at a later date.

Exhibit B

Exhibit B to be filed by amendment at a later date.

Exhibit C

Exhibit C to be filed by amendment at a later date.


Each of the above named  claimants has caused this statement to be duly executed
on its behalf by its authorized officer on this 12th day of March, 1999.


                                      MidAmerican Energy Holdings Company
                                      MidAmerican Funding, LLC
                                      MHC Inc.




                                      By     /s/ A. L. Wells
                                             -----------------------
                                             A. L. Wells
                                             Chief Financial Officer


Attest:


/s/  S. A. McArthur
- -------------------
S. A. McArthur
Executive Vice President and Secretary


All notices and correspondence concerning this statement should be addressed to:


J. A. Rasmussen, Jr.
General Counsel
MidAmerican Energy Holdings Company
P.O. Box 657
Des Moines, IA  50303-0657

                                      -23-




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