MIDAMERICAN ENERGY HOLDINGS CO /NEW/
U-3A-2, 2000-02-29
ELECTRIC, GAS & SANITARY SERVICES
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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.  Organized 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.

               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.

               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.

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

     iii. MidAmerican  Services  Company  (100%  owned) -  Organized  to provide
          complementary energy services.  Incorporated in Iowa. Headquartered in
          Des Moines, Iowa.

     iv.  HomeServices.Com, Inc. (65.04% owned) - Organized as a holding company
          for  nonregulated  real estate brokerage  operations.  Incorporated in
          Delaware. Headquartered in Edina, Minnesota.

          a.   100% owned by HomeServices.Com, Inc.

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

               Champion Realty,  Inc. - Organized  to provide  residential  real
                    estate   brokerage   services.   Incorporated  in  Maryland.
                    Headquartered in Annapolis, Maryland.

               Chancellor  Mortgage  Services,   Inc.  -  Organized  to  provide
                    residential  mortgage  brokerage  services.  Incorporated in
                    Maryland. Headquartered in Annapolis, Maryland.

               Chancellor  Title  Services,  Inc. - Organized  to provide  title
                    search, abstracting real estate escrow and closing services.
                    Incorporated  in  Maryland.   Headquartered   in  Annapolis,
                    Maryland.

               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, Mn.

                                      -3-
<PAGE>

HomeServices.com, Inc. (continued)

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

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

               Edina Realty of Wisconsin, Inc. - Organized to provide
                    residential real estate brokerage services.  Incorporated in
                    Wisconsin.  Headquartered in Hudson, Wisconsin.

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

               Edina Realty 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 Residential Alliance, Inc. - Organized to manage
                    real estate  brokerage  franchises.  Incorporated in Kansas.
                    Headquartered in Overland Park, Kansas.

               Kansas City Title Services,  LLC - Organized to provide title and
                    abstracting services.  Organized in Missouri.  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.

               First Realty, 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.

               MRSCT Inc. - Organized to provide title search, abstracting real
                    estate  escrow  and  closing   services.   Incorporated   in
                    Kentucky. Headquartered in Louisville, Kentucky.

               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.

               MidAmerican Commercial Real Estate Services,  Inc. - Organized to
                    provide   commercial   real   estate   brokerage   services.
                    Incorporated  in Kansas.  Headquartered  in  Overland  Park,
                    Kansas.

               Paul Semonin  Company -  Organized  to provide  residential  real
                    estate   brokerage   services.   Incorporated  in  Kentucky.
                    Headquartered in Louisville, Kentucky.

                                      -4-
<PAGE>

HomeServices.com, Inc. (continued)


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

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

               Professional Referral Organization,  Inc. - Organized to generate
                    real estate sales  through  referrals  from retired  agents.
                    Incorporated  in  Maryland.   Headquartered   in  Annapolis,
                    Maryland.

               Roy  H. Long Realty Co., Inc. - Organized to provide  residential
                    real estate  brokerage  services.  Incorporated  in Arizona.
                    Headquartered in Phoenix, Arizona.

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

               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.

               RHL Referral  Company,  LLC - Organized to generate  real estate
                    sales through  referrals from retired  agents.  Organized in
                    Arizona. Headquartered in Phoenix, Arizona.

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

               Semonin Mortgage Services,  Inc. - Organized as a holding company
                    for  an   interest   in  a  mortgage   brokerage   business.
                    Incorporated  in  Kentucky.   Headquartered  in  Louisville,
                    Kentucky.

          b.   Less than 100% but  greater  than 10% owned by  HomeServices.Com,
               Inc.

               Cendant Home  Funding-Nebraska,   LLC  -  Organized  to  provide
                    mortgage   brokerage   services.   Organized   in  Delaware.
                    Headquartered in Omaha, Nebraska.

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

               JC Nichols Residential Peculiar,  LLC - Organized  to provide
                    residential real estate brokerage services. Organized in
                    Missouri.  Headquartered in Overland Park, Kansas.

               MidAmerican Home  Services  Mortgage,  LLC - Organized to provide
                    residential mortgage brokerage services.  Organized in Iowa.
                    Headquartered in West Des Moines, Iowa.

               Service Mortgage  Group,  LLC - Organized to provide  residential
                    real  estate  brokerage  services.  Organized  in  Kentucky.
                    Headquartered in Louisville, Kentucky.

               Title Information Services, LLC -  Organized to provide
                    computerized  title  information.  Organized  in  Minnesota.
                    Headquartered in Minneapolis, Minnesota.

                                      -5-
<PAGE>

     v.   CE Electric UK Funding  Company  (100% owned) - Organized as a holding
          and investment company. Incorporated in United Kingdom.  Headquartered
          in New Castle, United Kingdom.

          a.   100% owned by CE Electric UK Funding Company - (unless  otherwise
               indicated,  all of the following were headquartered in Newcastle,
               United Kingdom).

               Northern  Electric  plc -  Organized  as a UK  regional  electric
                    company. Incorporated in the 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.

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

               Northern Electric (Overseas Holdings) Limited - Organized as a
                    holding company.  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.  Headquartered in London,
                    England.

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

               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 - Standard commercial
                    company.  Incorporated in United Kingdom.

               Northern Electric  Generation (Peaking) Limited - standard
                    commercial company.  Incorporated in United Kingdom.

               Northern  Electric  Insurance  Services  Limited -  Organized  to
                    provide insurance services. Incorporated in the Isle of Man.

               CalEnergy  Gas UK  Limited  -  Organized  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.

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

                                      -6-
<PAGE>

CE Electric UK Funding Company (continued)

               CalEnergy Gas  (Pipelines) Limited -  Organized  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.  Headquartered in London, England.

               Northern  Electric  &  Gas  Limited  - A  holding  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.

               Northern Tracing & Collection Services Limited - Organized 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  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.

               Northern Aurora Limited - Organized to develop and market billing
                    and  customer  service   systems.   Incorporated  in  United
                    Kingdom.

               NUSL International Limited - General merchants.  Incorporated in
                    United Kingdom.

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

               CalEnergy Power  (Polska)  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 Poland.
                    Headquartered in Warsaw, Poland.

                                      -7-
<PAGE>

          b.   Less than 100% but greater  than 10% owned by  Northern  Electric
               plc - (all  of the  following  are  headquartered  in  Newcastle,
               United Kingdom).

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

               Stamfordham  Road  Developments  Ltd.  -  Organized  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  Teesside.
                    Incorporated in United Kingdom..

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

               Kirkheaton Wind Limited - General Merchants.  Incorporated in
                    United Kingdom.

               Vehicle Lease and Service Limited - Standard commercial company.
                    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  and  50%  owner  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.

               Magma Power 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. Organized in Nevada.

               CalEnergy Operating Corporation  -  Provides operating and
                    maintenance services for Imperial Valley Facilities; General
                    Partner  and 40%  owner of  Leathers,  Del  Ranch,  & Elmore
                    limited partnerships. Incorporated in Delaware.

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

                                      -8-
<PAGE>

CE Generation, LLC (continued)

               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. Organized in California.

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

               Salton Sea Funding  Corporation - Organized to provide  financing
                    for Salton Sea Projects. Incorporated in Delaware.

               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.

               San Felipe  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.

               Power Resources, Ltd. - Organized  to own and operate a gas-fired
                    cogeneration facility. Organized in Texas.

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

               Salton Sea Power L.L.C.  - Organized 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.

                                      -9-
<PAGE>

CE Generation, LLC (continued)

               CE Texas Energy LLC - Owns  CE  Texas  Gas LP.  Organized  in
                    Delaware.

               CE Texas Gas LP - Owns contract rights. Organized in Delaware.

               CE Texas Fuel, LLC  -  Participates  in  a  power  project.
                    Organized in Delaware.

               CE Texas Power, LLC  -  Participates  in  a  power  project.
                    Organized in Delaware.

               CE Texas Pipeline, LLC -  Participates  in a  power  project.
                    Organized in Delaware.

               CE Texas Resources, LLC -  participates  in a power  project.
                    Organized in Delaware.

               Fish Lake Power LLC - Owns a 1%  interest  in Salton Sea Unit IV.
                    Organized in Delaware.

               Imperial Magma LLC - Owns  resource  rights and real  property in
                    the Imperial Valley. Organized in Delaware.

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

               VPC Geothermal  LLC - Owns  50% of  Vulcan/BN  Geothermal  Power
                    Company. Organized in Delaware.

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

               Saranac Energy  Company,  Inc. - Organized  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. - Organized to construct,  own and
                    operate  a  natural  gas-fired   cogeneration   facility  in
                    Plattsburgh,  NY  and  to  own  North  County  Gas  Pipeline
                    Corporation.  Organized in Delaware. Headquartered in Omaha,
                    Nebraska.

               North Country Gas Pipeline Corporation  - Organized to construct,
                    own and operate a gas pipeline to primarily transport fuel
                    to Saranac.  Incorporated in New York.  Headquartered in
                    Omaha, Nebraska.

     vii.  Other MidAmerican Energy Holdings Company Related Entities:

          a.   100%  owned  by  MidAmerican   Energy  Holdings  Company  (unless
               otherwise  indicated,  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.


                                      -10-

<PAGE>

Other MidAmerican Energy Holdings Company Related Entities (continued)

               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 Administrative  Services,  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 -  Organized  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.

               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,  on  the  island  of  Leyte,
                    Philippines. Incorporated in Philippines.

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

               CalEnergy International  Ltd. -  Organized  to develop  projects
                    outside the United States. Organized in Bermuda.

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

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

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

                                      -11-

<PAGE>

Other MidAmerican Energy Holdings Company Related Entities (continued)


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

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

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

               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.

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

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

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

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

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

               CalEnergy  Company  Inc. - Organized  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.

               CalEnergy  Capital  Trust I -  Organized  to  provide  financing.
                    Organized in Delaware.

               CalEnergy  Capital  Trust II -  Organized  to provide  financing.
                    Organized in Delaware.

               CalEnergy  Capital  Trust III - Organized  to provide  financing.
                    Organized in Delaware.

               CalEnergy  Capital  Trust IV - Organized  to provide  financing .
                    Organized in Delaware.

               CalEnergy  Capital  Trust V -  Organized  to  provide  financing.
                    Organized in Delaware.

               CalEnergy  Capital  Trust VI -  Organized  to provide  financing.
                    Organized 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.

               Cordova Funding  Corporation - Organized to provide financing for
                    an  independent  power  project.  Incorporated  in Delaware.
                    Headquartered in Des Moines, Iowa.


                                      -12-
<PAGE>

Other MidAmerican Energy Holdings Company Related Entities (continued)


               Quad Cities Energy Company - Organized to invest in  nonregulated
                    generation facilities.  Incorporated in Iowa.  Headquartered
                    in Des Moines, Iowa.

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


          b.   Less than 100% but greater than 10% owned by  MidAmerican  Energy
               Holdings  Company - (all of the  following are  headquartered  in
               Omaha, Nebraska).

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

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

               CE Casecnan Water and  Energy  Company,  Inc. -  Organized  to
                    develop  and operate a  hydroelectric  power plant in Luzon,
                    Philippines. Incorporated in Philippines.

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

D.     Inactive Subsidiaries
       ---------------------

             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.
             IPP Co. - Incorporated in Delaware.
             IPP Co. LLC - Organized in Delaware.
             Gilbert/CBE L. P. -  Organized 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.
             CalEnergy Imperial Valley Company, Inc. - Incorporated in Delaware.
             American Pacific Finance Company II - Incorporated in California.
             NorCon Holdings, Inc. - Incorporated in Delaware.
             Northern Consolidated Power, Inc. - Incorporated in Delaware.
             NorCon Power Partners L.P. - Organized in Delaware.
             Arizona Home Services LLC - Organized in Arizona.
             Iowa Title Linn County LLC - Organized in Iowa.

                                      -13-

<PAGE>
Inactive Subsidiaries (continued)
- ---------------------------------

             CE Latin America Ltd - Organized in Bermuda.
             CE Ijen Ltd. - Organized in Bermuda.
             CE Electric (NY), Inc. - Incorporated in Delaware.
             CE Argo Energy, Inc. - Incorporated in Delaware.
             CE Argo Power LLC - Organized in Delaware.
             CalEnergy Generation Operating Company - Incorporated in Delaware.
             Bioclean Fuels, Inc. - Incorporated in Delaware.
             CalEnergy BCF, Inc. - Incorported in Delaware.
             CE Alberta Bioclea, Inc. - Incorporated in Delaware.
             CE CIS-FSU, Inc. - Incorporated in Delaware.
             CE/FS Holdings Company, Inc. -  Incorporated in Delaware.
             CE Indonesia Ltd. - Organized in Bermuda.
             CE Singapore Ltd. - Organized in Bermuda.
             CE Asia Ltd. - Organized in Bermuda.
             CE Overseas Ltd. - Organized in Bermuda.
             Northern Electric Generation NPL Limited - Incorporated in
               United Kingdom.
             Neptune Power Ltd. - Incorporated in United Kingdom.
             Northern Electric Telecom Limited - Incorporated in United
               Kingdom.

                                      -14-

<PAGE>


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.

          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 is a regulated  public utility company, incorporated in
          the State of Iowa.

          MidAmerican  Energy's  utility  operations  consist  of four  distinct
          business units: generation,  transmission, energy delivery and retail.
          MidAmerican Energy is primarily engaged in the business of generating,
          transmitting,   distributing   and   selling   electric   energy   and
          distributing, selling and transporting natural gas. MidAmerican Energy
          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.

          MidAmerican  Energy'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
          664,000 customers in Iowa, Illinois,  and South Dakota and natural gas
          service to 639,000  customers in Iowa,  Illinois,  South  Dakota,  and
          Nebraska.

       i. ELECTRIC OPERATIONS:

          MidAmerican  Energy's  transmission  lines,  operating  from 34,500 to
          345,000  volts,  totalled  4,220  circuit  miles at December  31, 1999
          (3,901  miles are  located  in  Iowa).  MidAmerican  Energy  owned 280
          distribution substations (244 are located in Iowa) and 55 transmission
          substations (50 in Iowa) at December 31, 1999.

          MidAmerican  Energy 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 Public Power District;

                                      -15-

<PAGE>

          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.

         MidAmerican  Energy 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, 1999  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 1999 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. 2                          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
                                                                  -----

                                      -16-
<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       200
     River Hills Energy Center-8 units     100.0   Gas or Oil       120
     Sycamore Energy Center-2 units        100.0   Gas or Oil       149
     Pleasant Hill-3 units                 100.0      Oil           160
     Coralville-4 units                    100.0   Gas or Oil        64

  Illinois
     Moline-4 units                        100.0   Gas or Oil        64
                                                                  -----
Total Combustion Turbines                                           789
                                                                  -----

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          387
                                                                  -----
Total Nuclear                                                       769
                                                                  -----
Hydro:
  Illinois

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

Net Accredited Generating Capability                              4,408
Participation Purchases and Sales, Net                               58
                                                                  -----
  Total Net Accredited Generating Capability                      4,466
                                                                  =====


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

       ii.  GAS OPERATIONS

          MidAmerican Energy serves customers in Iowa,  Illinois,  South Dakota,
          and Nebraska.  MidAmerican  Energy 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  Energy's  highest
          peak-day delivery was 1,143,026 MMBtus on February 2, 1996.

          Natural gas is distributed  through 19,906 miles of distribution mains
          and services of which 15,556 miles are located in Iowa, 2,053 miles in
          Illinois, 2,150 miles in South Dakota and 147 miles in Nebraska.

                                      -17-
<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  Energy for the year ended
     December 31, 1999.

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

                Retail                                            16,007,300,000
                Sales for Resale                                   7,167,449,000

         (2)  Number of MMBtu of natural gas distributed (at retail): 81,186,000

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

                South Dakota                                         117,691,000
                Illinois                                           1,660,905,000

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

                Illinois                                              8,402,000
                South Dakota                                          8,169,000
                Nebraska                                                623,000

     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: 5,264,406,000.

         (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                                           3,985,182,000
                Illinois                                             140,655,000
                Texas                                                 73,956,000
                South Dakota                                          66,223,000
                Minnesota                                             35,050,000
                Missouri                                              52,859,000
                Canada                                                29,733,000
                North Dakota                                          12,787,000
                Other States                                          11,559,000

                                      -18-
<PAGE>

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

                Kansas                                                19,240,000
                Texas                                                 12,238,000
                Minnesota                                             10,306,000
                Nebraska                                               2,558,000
                Louisiana                                              1,596,000
                Illinois                                                 253,000
                New Mexico                                               157,000

     e.  Additional Data:

         (1)  Electric operating revenues (000):

                Iowa                     88.8%                        $1,046,723
                Outside of Iowa          11.2%                        $  131,978
                Total                   100.0%                        $1,178,701

         (2)  Natural gas operating revenues (000):

                Iowa                     79.8%                        $  362,947
                Outside of Iowa          20.2%                        $   91,855
                Total                   100.0%                        $  454,802

         (3)  Total average electric customers:

                Iowa                     86.7%                           570,930
                Outside of Iowa          13.3%                            87,302
                Total                   100.0%                           658,232

         (4)  Total average natural gas customers:

                Iowa                     78.6%                           495,111
                Outside of Iowa          21.4%                           134,954
                Total                   100.0%                           630,065

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

                Iowa                     89.4%                        $1,934,567
                Outside of Iowa          10.6%                        $  230,588
                Total                   100.0%                        $2,165,155

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

                Iowa                     78.8%                        $  377,008
                Outside of Iowa          21.2%                        $  101,268
                Total                   100.0%                        $  478,276

                                      -19-

<PAGE>

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:

         (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 sells the full  energy
                    output of the  facilities  to the  Philippine  National  Oil
                    Company-Energy    Development   Corporation    ("PNOC-EDC").
                    PNOC-EDC  in turn  sells the  energy to the  National  Power
                    Corporation ("NAPOCOR") which delivers 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  consists  of  two  60 MW  turbine/generators
                    powered by  geothermal  steam and  Mahanagdong B consists of
                    one 60 MW turbine/generator powered by geothermal steam. The
                    facilities  are  located  on  the  island  of  Leyte  in the
                    Republic of the Philippines.  CE Luzon sells the full energy
                    output of the  facilities  to The  Philippines  National Oil
                    Company-Energy Development Company ("PNOC-EDC"). PNOC-EDC in
                    turn  sells the  energy to the  National  Power  Corporation
                    ("NAPOCOR")  which  delivers 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
                    are  located  on  the  Island  of  Leyte,  Republic  of  the
                    Philippines.  CE Cebu  sells the full  energy  output of the
                    facilities  to the  Philippine  National Oil  Company-Energy
                    Development Corporation ("PNOC-EDC"). PNOC-EDC in turn sells
                    the energy to the  National  Power  Corporation  ("NAPOCOR")
                    which  delivers  power from the  facilities to the island of
                    Cebu by means of its own transmission facilities.

                                      -20-
<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:                 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 Holdings 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 Phillippines Ltd.
               (9)  CE Casecnan Water & Energy Company, Inc.
              (10)  Visayas Geothermal Power Company
              (11)  CE Cebu Geothermal Power Company
              (12)  CE Luzon Geothermal Power Company, Inc.
              (13)  CE Power Inc.
              (14)  CE Electric Inc.
              (15)  Kiewit Energy UK Inc.
              (16)  CE Electric UK Funding Company
              (17)  CE Electric UK Holdings
              (18)  CE Electric UK plc
              (19)  Northern Electric plc

                                      -21-
<PAGE>

     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
         (in thousands):


              (1)  Visayas Geothermal Power Company

                   Partners capital                                    $ 67,391
                   Debt                                                $      -

              (2)  CE Luzon Geothermal Power Company Inc.

                   Stockholders's equity                                $ 72,163
                   Debt                                                $      -

              (3)  CE Cebu Geothermal Power Company Inc.

                   Stockholders' equity                                $ 65,115
                   Debt                                                $      -

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

                   Stockholders' equity                                $ 99,956
                   Debt                                                $  8,415

              (5)  Northern Electric, plc

                   Stockholders' equity                                $168,029
                   Debt                                                $      -

                                      -22-
<PAGE>

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

              (1)  Visayas Geothermal Power Company

                   Capitalization                                    $  198,637
                   Earnings                                          $   51,934

              (2)  CE Luzon Geothermal Power Company Inc.

                   Capitalization                                    $  269,883
                   Earnings                                          $   25,660

              (3)  CE Cebu Geothermal Power Company Inc.

                   Capitalization                                    $  194,712
                   Earnings                                          $    1,338

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

                   Capitalization                                    $  471,456
                   Earnings                                          $    1,422

              (5)  Northern Electric, PLC

                   Capitalization                                    $  817,163
                   Earnings                                          $  101,816

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

                                      -23-
<PAGE>

Exhibit A

     Exhibit A-1,  pages 1 through 6, shows  consolidating  statements of income
and retained  earnings of MidAmerican  Energy Holdings  Company for its material
operating  subsidiaries  for the year ended  December  31,  1999  together  with
consolidating  balance sheets of  MidAmerican  Energy  Holdings  Company and its
material operating subsidiaries as of December 31, 1999.

     Exhibit A-2,  pages 1 through 3, shows  consolidating  statements of income
and retained  earnings of MidAmerican  Funding,  LLC for its material  operating
subsidiaries  for the year ended  December 31, 1999 together with  consolidating
balance  sheets  of  MidAmerican   Funding,   LLC  and  its  material  operating
subsidiaries as of December 31, 1999.

     Exhibit A-3,  pages 1 through 3, shows  consolidating  statements of income
and retained  earnings of MHC Inc. for its material  operating  subsidiaries for
the year ended December 31, 1999 together with  consolidating  balance sheets of
MHC Inc. and its material operating subsidiaries as of December 31, 1999.

     Exhibit  A filed  confidentially  pursuant  to Rule 104  under  the  Public
Utility Holding Company Act of 1935, as amended.

Exhibit B

     A consolidated  financial data schedule will accompany the filed version of
this form when filed with the Commission on EDGAR.

Exhibit C

     A listing showing foreign utility companies and exempt wholesale generators
owned by claimants.

                                      -24-
<PAGE>


Each of the above named  claimants has caused this statement to be duly executed
on its behalf by its authorized officer on this 29th day of February, 2000.

                                        MidAmerican Energy Holdings Company
                                        MidAmerican Funding, LLC
                                        MHC Inc.

                                        By     /s/ P. J. Goodman
                                               -----------------
                                               Patrick J. Goodman
                                               Senior Vice President and
                                                 Chief Financial Officer

Attest:


/s/  P.J. Leighton
- -------------------
Paul J. Leighton

Vice President, Assistant General Counsel
  And Assistant Corporate Secretary


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

Paul J. Leighton
Assistant General Counsel
MidAmerican Energy Holdings Company
P.O. Box 657
Des Moines, IA  50303-0657

                                      -25-
<PAGE>

                      MIDAMERICAN ENERGY HOLDINGS COMPANY
                                   FORM U-3A-2

                                    EXHIBIT C

1.   CE Power Inc. ( 35% owner), CE Electric Inc. (35% owner)
         and Kiewit Energy UK Inc. (30% owner)
     A.  CE Electric UK Funding Company
         I.  CE Electric UK Holdings
             a.  CE Electric UK plc
                 I. Northern Electric plc (FUCO)

2.   CE International Investments Inc.
     A.  CE Philippines Ltd.
         I.  CE Cebu Geothermal Power Company Inc. (FUCO)
     B.  CE Mahanagdong Ltd.
         I.  CE Luzon Geothermal Power Company, Inc. (90% owned) (FUCO)
     C.  CE Casecnan Ltd (50% owned)
         I.  CE Casecnan Water and Energy Company, Inc. (70% owned) (FUCO)
             (see 3.A.I.)

3.   Kiewit Energy Pacific Holdings Corp
     A.  CE Casecnan Ltd. (50% owned)
         I.  CE Casecnan Water and Energy Company, Inc. (70% owned) (FUCO)
             (see 2.C.I.)

4.   Tongonan Power Investment, Inc. (1% ownership in), Magma Netherlands B.V.
         (99% ownership in)
     A.  Visayas Geothermal Power Company (FUCO)

 See items 1(B) and 1(C) of U-3A-2 for a listing of additional subsidiaries of
     MidAmerican Energy Holdings Company.

*All ownership percentages are 100% unless otherwise indicated.


<TABLE> <S> <C>


<ARTICLE>                                        OPUR3
<LEGEND>
     This schedule contains summary financial information extracted from the
Consolidating Income Statement and Consolidating Retained Earnings Statement
for the year ended December 31, 1999, and the Consolidating Balance Sheet as
of Decmeber 31, 1999, included in this Form U-3A-2, and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK>                         0001081316
<NAME>                        MidAmerican Energy Holdings Company
<MULTIPLIER>                                   1,000

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JAN-01-1999
<PERIOD-END>                                   DEC-31-1999
<BOOK-VALUE>                                   PER-BOOK
<TOTAL-ASSETS>                                 10,766,352
<TOTAL-OPERATING-REVENUES>                     4,398,783
<NET-INCOME>                                   167,230


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                        OPUR3
<LEGEND>
     This schedule contains summary financial information extracted from the
Consolidating Income Statement and Consolidating Retained Earnings Statement
for the year ended December 31, 1999, and the Consolidating Balance Sheet as
of Decmeber 31, 1999, included in this Form U-3A-2, and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK>                         0001098296
<NAME>                        MidAmerican Funding, LLC
<MULTIPLIER>                                   1,000

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JAN-01-1999
<PERIOD-END>                                   DEC-31-1999
<BOOK-VALUE>                                   PER-BOOK
<TOTAL-ASSETS>                                 5,177,794
<TOTAL-OPERATING-REVENUES>                     1,535,642
<NET-INCOME>                                   135,335


</TABLE>


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