MIDAMERICAN ENERGY CO
10-Q, 1996-05-13
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<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended     March 31, 1996
                              ------------------------------------------

                                       or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For  the  transition   period  from              to
                                         ------------    ---------------  
     Commission   File  Number              1-11505
                               -----------------------------------------
                           MIDAMERICAN ENERGY COMPANY
- ------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                     IOWA                                  42-1425214
      -------------------------------                   ----------------
     (State or other jurisdiction of                    (I.R.S. Employer
        incorporation or organization)                 Identification No.)

666 Grand Ave., P.O. Box 657, Des Moines, Iowa                50303
- ----------------------------------------------              ----------
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code         515-242-4300
                                                           ------------

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                                          Yes   X*      No
                                                              -----    ---

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock as of the latest practicable date.

     Common Stock, without par value                      100,751,713
     -------------------------------               ---------------------------
                   (class)                        (outstanding at May 1, 1996)

     * MidAmerican Energy Company  ("MidAmerican") is the successor by merger of
Midwest  Resources  Inc.  ("Midwest  Resources"),  Midwest  Power  Systems  Inc.
("Midwest Power") and  Iowa-Illinois Gas and Electric Company  ("Iowa-Illinois")
with and into  MidAmerican.  The effective  date of the merger was July 1, 1995,
and prior to such effective date, MidAmerican had no assets or operations. Prior
to such effective date,  each of  Iowa-Illinois,  Midwest  Resources and Midwest
Power was subject to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended  ("Exchange  Act"), and accordingly  filed in a
timely manner all reports  required to be filed pursuant to Sections 13 or 15(d)
of the Exchange Act during the preceding 12 months.


<PAGE>






                           MIDAMERICAN ENERGY COMPANY

                                      INDEX


                                                                    Page Number
                                                                    -----------

 Part I.   Financial Information:

               Consolidated Statements of Income for the Three
               and Twelve Months Ended March 31, 1996 and 1995           3

               Consolidated Balance Sheets as of March 31, 1996
               and 1995 and December 31, 1995                            4

               Consolidated Statements of Cash Flows for the Three
               Months Ended March 31, 1996 and 1995                      5

               Notes to Consolidated Financial Statements                6

               Management's Discussion and Analysis of Financial
               Condition and Results of Operations                      10

Part II.  Other Information                                             20

                                             -2-

<PAGE>
<TABLE>

                           MIDAMERICAN ENERGY COMPANY
                        CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)
                     (In Thousands except per share amounts)
<CAPTION>

                                         Three Months               Twelve Months
                                        Ended March 31             Ended March 31
                                   -----------------------   -------------------------
                                      1996        1995          1996           1995
                                   ---------   -----------   -----------    ----------
                                        
<S>                                <C>         <C>           <C>           <C>        
OPERATING REVENUES
Electric utility ................  $ 262,274   $   246,231   $ 1,110,690   $ 1,022,008
Gas utility .....................    195,986       172,352       483,222       437,879
Nonregulated ....................     98,577        42,839       225,147       163,023
                                   ---------   -----------   -----------    ----------
                                     556,837       461,422     1,819,059     1,622,910
                                   ---------   -----------   -----------    ----------

OPERATING EXPENSES
Utility:
  Cost of fuel,
    energy and capacity .........     61,375        54,050       237,586       211,729
  Cost of gas sold ..............    122,736       108,571       293,190       273,277
  Other operating expenses ......     87,601        89,809       397,440       359,364
  Maintenance ...................     18,736        21,291        82,808        99,175
  Depreciation and amortization .     40,944        38,919       160,975       154,917
  Property and other taxes ......     25,177        26,983        94,544        98,746
                                   ---------   ------------  -----------    ----------                                      
                                     356,569       339,623     1,266,543     1,197,208
                                   ---------   -----------   -----------    ----------                         
Nonregulated:
  Cost of sales .................     84,851        32,710       180,826       118,322
  Other .........................     10,457        10,248        44,439        41,788
                                   ---------   -----------   -----------    ----------
                                      95,308        42,958       225,265       160,110
                                   ---------   -----------   -----------    ----------                                     
                                     451,877       382,581     1,491,808     1,357,318
                                   ---------   -----------   -----------    ----------

OPERATING INCOME ................    104,960        78,841       327,251       265,592
                                   ---------   -----------   -----------    ----------                                     

NON-OPERATING INCOME
Interest income .................      1,505         1,060         4,930         4,545
Dividend income .................      4,506         3,738        17,722        17,040
Realized gains and losses
  on securities, net ............      2,725           425         2,988         5,868
Other, net ......................      1,672         1,641       (10,436)          538
                                   ---------   -----------   -----------    ----------                         
                                      10,408         6,864        15,204        27,991
                                   ---------   -----------   -----------    ----------                                     

INTEREST CHARGES
Interest on long-term debt ......     26,779        27,788       109,496       107,795
Other interest expense ..........      3,036         1,360        11,125         6,751
Allowance for borrowed funds ....     (1,436)       (1,227)       (5,761)       (4,464)
                                   ---------   -----------   -----------    ----------
                                      28,379        27,921       114,860       110,082
                                   ---------   -----------   -----------    ----------                                        

INCOME FROM CONTINUING OPERATIONS
  BEFORE INCOME TAXES ...........     86,989        57,784       227,595       183,501
INCOME TAXES ....................     33,475        20,207        81,252        57,007
                                   ---------   -----------   -----------    ----------                                   

INCOME FROM
  CONTINUING OPERATIONS .........     53,514        37,577       146,343       126,494

INCOME (LOSS) FROM
   DISCONTINUED OPERATIONS ......         10             -           427        (4,886)
                                   ---------   -----------   -----------    -----------                                    
NET INCOME ......................     53,524        37,577       146,770       121,608
PREFERRED DIVIDENDS .............      2,477         2,281         8,255        10,259
                                   ---------   -----------   -----------    ----------                                     
                                      

EARNINGS ON COMMON STOCK ........  $  51,047   $    35,296   $   138,515     $ 111,349
                                   =========   ===========   ===========     ==========
                                                                           
AVERAGE COMMON
  SHARES OUTSTANDING ............    100,752        99,869       100,636        99,036

EARNINGS PER COMMON SHARE
Continuing operations ...........  $    0.51   $      0.35   $      1.38   $      1.17
Discontinued operations .........          -             -             -         (0.05)
                                   ---------   -----------   -----------   -----------        
                                     
Earnings per average
  common share ..................  $    0.51   $      0.35   $      1.38   $      1.12
                                   =========   ===========   ===========   ===========
                                                                         

</TABLE>



The accompanying notes are an integral part of these statements.



                                     -3-

<PAGE>
<TABLE>

                           MIDAMERICAN ENERGY COMPANY
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)

<CAPTION>

                                                              As of
                                                   March 31          December 31
                                               ----------------      -----------                                          
                                               1996        1995         1995
                                               ----        ----         ----
                                                  (Unaudited)
                                        
<S>                                         <C>          <C>          <C>    
ASSETS
UTILITY PLANT
Electric ................................   $3,952,937   $3,805,609   $3,881,699
Gas .....................................      682,725      663,743      695,741
                                            ----------   ----------   ----------
                                             4,635,662    4,469,352    4,577,440
Less accumulated depreciation and
  amortization ..........................    2,071,189    1,923,015    2,027,055
                                            ----------   ----------   ----------

                                             2,564,473    2,546,337    2,550,385
Construction work in progress ...........       69,729       97,974      104,164
                                            ----------   ----------   ----------
                                             2,634,202    2,644,311    2,654,549
                                            ----------   ----------   ----------

POWER PURCHASE CONTRACT .................      210,651      221,083      212,148
                                            ----------   ----------   ----------

INVESTMENT IN DISCONTINUED OPERATIONS ...            -          869            -
                                            ----------   ----------   ----------

CURRENT ASSETS
Cash and cash equivalents ...............       25,722       55,002       41,216
Receivables .............................      231,482      175,696      250,902
Inventories .............................       60,671       85,042       85,235
Other ...................................       12,407       13,658       22,252
                                            ----------   ----------   ----------
                                               330,282      329,398      399,605
                                            ----------   ----------   ----------

INVESTMENTS .............................      842,179      753,805      829,422
                                            ----------   ----------   ----------

OTHER ASSETS ............................      409,985      403,423      417,594
                                            ----------   ----------   ----------

TOTAL ASSETS ............................   $4,427,299   $4,352,889   $4,513,318
                                            ==========   ==========   ==========


CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common shareholders' equity .............   $1,244,250   $1,218,476   $1,225,715
Preferred shares, not subject
  to mandatory redemption ...............       81,461       89,955       89,945
Preferred shares, subject to
  mandatory redemption ..................       50,000       50,000       50,000
Long-term debt
  (excluding current portion) ...........    1,381,240    1,389,771    1,403,322
                                            ----------   ----------   ----------
                                             2,756,951    2,748,202    2,768,982
                                            ----------   ----------   ----------

CURRENT LIABILITIES
Notes payable ...........................       99,800       69,600      184,800
Current portion of
  long-term debt ........................       64,860       72,711       65,295
Current portion of power
  purchase contract .....................       13,029       12,080       13,029
Accounts payable ........................      139,661      116,267      142,759
Taxes accrued ...........................       91,586      108,733       81,898
Interest accrued ........................       24,658       24,163       30,635
Other ...................................       61,571       34,390       46,797
                                            ----------   ----------   ----------

                                               495,165      437,944      565,213
                                            ----------   ----------   ----------

OTHER LIABILITES
Power purchase contract .................      112,700      125,729      112,700
Deferred income taxes ...................      747,345      717,852      746,574
Investment tax credit ...................       93,591       99,724       95,041
Other ...................................      221,547      223,438      224,808
                                            ----------   ----------   ----------
                                             1,175,183    1,166,743    1,179,123
                                            ----------   ----------   ----------
TOTAL CAPITALIZATION AND
  LIABILITIES ...........................   $4,427,299   $4,352,889   $4,513,318
                                            ==========   ==========   ==========
</TABLE>

The accompanying notes are an integral part of these statements.


                                       -4-

<PAGE>
<TABLE>

                           MIDAMERICAN ENERGY COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                 (In Thousands)
<CAPTION>
                                 
                                                                 March 31
                                                                 --------
                                                           1996         1995  
                                                         ---------    ---------

<S>                                                      <C>          <C>
NET CASH FLOWS FROM OPERATING ACTIVITIES
Net income ...........................................   $  53,524    $  37,577
Adjustments to reconcile net income to net
  cash provided:
  Depreciation, depletion and amortization ...........      51,385       50,013
  Net increase (decrease) in deferred income taxes
    and investment tax credit, net ...................         253       (8,995)
  Amortization of other assets .......................       6,034        3,920
  Capitalized cost of real estate sold ...............         267          465
  Gain on sale of securities, assets
    and other investments ............................      (3,070)        (820)
  Impact of changes in working capital, net of
    effects from discontinued operations .............      69,216       46,382
  Other ..............................................       5,026        9,652
                                                         ---------    ---------
     Net cash provided ...............................     182,635      138,194
                                                         ---------    ---------

NET CASH FLOWS FROM INVESTING ACTIVITIES
Utility construction expenditures ....................     (28,518)     (43,409)
Quad-Cities Nuclear Power Station
  decommissioning trust fund .........................      (2,159)      (2,201)
Deferred energy efficiency expenditures ..............      (1,951)      (5,389)
Nonregulated capital expenditures ....................     (15,507)     (11,809)
Purchase of securities ...............................     (82,196)     (14,363)
Proceeds from sale of securities .....................      81,681       11,950
Proceeds from sale of assets and other investments ...         183       26,253
Other investing activities, net ......................        (577)       9,728
                                                         ---------    ---------
  Net cash used ......................................     (49,044)     (29,240)
                                                         ---------    ---------

NET CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid .......................................     (32,699)     (31,399)
Issuance of long-term debt, net of issuance cost .....           -       39,554
Retirement of long-term debt, including
  reacquisition cost .................................        (638)     (48,618)
Reacquisition of preferred shares, including
  reacquisition cost .................................      (8,750)           -
Decrease in InterCoast Energy Company
  unsecured revolving credit facility ................     (22,000)           -
Issuance of common shares ............................           -        7,633
Decrease in notes payable ............................     (85,000)     (54,900)
                                                         ---------    ---------
  Net cash used ......................................    (149,087)     (87,730)
                                                         ---------    ---------

NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS ...............................     (15,496)      21,224
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .....      41,216       33,778
                                                         ---------    ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ...........   $  25,720    $  55,002
                                                         =========    =========

ADDITIONAL CASH FLOW INFORMATION:
Interest paid, net of amounts capitalized ............   $  35,571    $  35,601
                                                         =========    =========
Income taxes paid ....................................   $     722    $   3,955
                                                         =========    =========
</TABLE>

The accompanying notes are an integral part of these statements.

                                       -5-
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A)  General:

        The consolidated financial statements included herein have been prepared
by MidAmerican Energy Company (Company or MidAmerican),  without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission.  Certain
information and disclosures  normally included in financial  statements prepared
in accordance with generally accepted accounting  principles have been condensed
or  omitted  pursuant  to such  rules and  regulations.  In the  opinion  of the
Company,  all  adjustments  have  been  made to  present  fairly  the  financial
position,  the  results  of  operations  and the  changes  in cash flows for the
periods  presented.  Although  the Company  believes  that the  disclosures  are
adequate to make the information presented not misleading,  it is suggested that
these  financial  statements  be  read  in  conjunction  with  the  consolidated
financial  statements  and the notes  thereto  incorporated  by reference in the
Company's latest Annual Report on Form 10-K.

        On July 1, 1995, Iowa-Illinois Gas and Electric Company (Iowa-Illinois),
Midwest  Resources  Inc.  (Resources),  and Midwest Power Systems Inc.  (Midwest
Power)  merged  with and into the  Company.  The merger was  accounted  for as a
pooling-of-interests  and the financial statements included herein are presented
as if the companies were merged as of the earliest period shown.  MidAmerican is
a utility company with two wholly owned  nonregulated  subsidiaries:  InterCoast
Energy Company (InterCoast) and Midwest Capital Group, Inc.
(Midwest Capital).

B)  Environmental Matters:

        The  United  States  Environmental  Protection  Agency  (EPA)  and state
environmental  agencies have determined that  contaminated  wastes  remaining at
certain decommissioned manufactured gas plant (MGP) facilities may pose a threat
to the public health or the environment if such  contaminants  are in sufficient
quantities and at such concentrations as to warrant remedial action.

        The Company is evaluating 27 properties  which were, at one time,  sites
of gas manufacturing  plants in which it may be a potentially  responsible party
(PRP). The purpose of these  evaluations is to determine whether waste materials
are present,  whether such materials constitute an environmental or health risk,
and whether the Company has any  responsibility for remedial action. The Company
is currently  conducting field investigations at fifteen sites and has completed
investigations  at three sites. In addition,  the Company is currently  removing
contaminated  soil at three sites, and has completed  removals at two sites. The
Company  is  continuing  to  evaluate  several  sites to  determine  the  future
liability, if any, for conducting site investigations or other site activity.

        The Company's  present  estimate of probable  remediation  costs for the
sites  discussed  above is $22 million.  This  estimate  has been  recorded as a
liability  and a regulatory  asset for future  recovery.  The Illinois  Commerce
Commission has approved the use of a tariff rider which permits  recovery of the
actual costs of litigation, investigation and remediation relating to former MGP
sites.  The Company's  present rates in Iowa provide for a fixed annual recovery
of MGP costs.  The Company is pursuing  recovery of the  remediation  costs from
other PRPs and its insurance carriers.

        The estimated  recorded  liabilities for these properties are based upon
preliminary  data.  Thus,  actual  costs  could  vary   significantly  from  the
estimates. The estimate could change materially based on facts and circumstances
derived  from site  investigations,  changes  in  required  remedial  action and
changes in technology relating to remedial alternatives.  In addition, insurance
recoveries  for some or all of the costs may be  possible,  but the  liabilities
recorded have not been reduced by any estimate of such recoveries.


                                       -6-

<PAGE>



        Although  the timing of  potential  incurred  costs and recovery of such
costs in rates may  affect the  results of  operations  in  individual  periods,
management  believes  that the outcome of these  issues will not have a material
adverse effect on the Company's financial position or results of operations.

C)  Discontinued Operations:

        The Company reflected as discontinued  operations at September 30, 1994,
all  activities of a subsidiary  that  constructed  generating  facilities and a
subsidiary that constructed  electric  distribution  and  transmission  systems.
Essentially all of the assets of these subsidiaries have been sold.

        Midwest  Capital,  under  the  terms of  certain  sale  agreements,  has
indemnified the purchasers of the construction subsidiaries for specified losses
or claims relating to construction  projects which occurred prior to the date of
their sale. In addition,  Midwest Capital has guaranteed  performance on a joint
venture  turnkey  engineering,  procurement  and  construction  contract  for  a
cogeneration  project.  The Company has provided a support  agreement to Midwest
Capital  related  to  this  project.  In  October  1995,  the  project  received
preliminary  acceptance from the owner.  Management believes that the likelihood
of a  material  adverse  impact  to  the  Company  under  any  indemnity  of the
provisions of the sale agreements or the construction  contracts,  or a material
cash payment by the Company under the support agreement is remote.

        Net assets of the construction  subsidiaries are separately presented on
the  Consolidated  Balance  Sheets as  Investment  in  Discontinued  Operations.
Proceeds received from the disposition of the construction  investments  through
March 31, 1996, were $4.1 million.  Revenues from  discontinued  activities,  as
well as the  results  of  operations  and the  estimated  income  (loss)  on the
disposal of discontinued  operations for the three and twelve months ended March
31 are as follows (in thousands):

<TABLE>
<CAPTION>

                                            Three Months      Twelve Months
                                           Ended March 31     Ended March 31
                                           --------------     --------------
                                           1996     1995     1996        1995
                                          ------  -------   -------    --------
<S>                                         <C>   <C>       <C>        <C>  
OPERATING REVENUES                          $ -   $ 6,269   $ 1,065    $ 35,456
                                            ===   =======   =======    ========

INCOME (LOSS) FROM DISCONTINUED
  OPERATIONS
Income (Loss) from discontinued
  operations before income taxes            $ -   $     -   $   880    $ (1,626)
Income tax benefit (expense)                 10         -      (453)        505
                                            ---   -------   -------    --------
  Income (Loss) from discontinued
    operations                               10         -       427      (1,121)
                                            ---   -------   -------    --------

LOSS ON DISPOSAL
Loss on disposal before income taxes        $ -   $     -   $     -    $(11,576)
Income tax benefit                            -         -         -       7,811
                                                                       --------
  Loss on disposal                            -         -         -      (3,765)
                                            ---   -------   -------    --------

  Total                                     $10   $     -   $   427    $ (4,886)
                                            ===   =======   =======    ========
</TABLE>


                                       -7-

<PAGE>


D)      Statement of Financial Accounting Standards No. 121:

        On  January  1,  1996,  the  Company  adopted   Statement  of  Financial
Accounting   Standard  No.  121  (SFAS  121)  regarding   accounting  for  asset
impairments. This statement requires the Company to review long-lived assets for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying  amount  of an asset  may not be  recoverable.  SFAS 121 also  requires
rate-regulated  companies to recognize an impairment for  regulatory  assets for
which future  recovery is not probable.  The adoption of SFAS 121 did not have a
material impact on the Company's results of operations or financial position.

(E)     Holding Company:

        The  Company's  Board of  Directors  and  holders of a  majority  of the
outstanding  shares of the Company's common stock have approved the formation of
a holding  company  for  MidAmerican's  organizational  structure.  The  holding
company would have three wholly owned  subsidiaries  consisting  of  MidAmerican
(utility operations), InterCoast Energy Company and Midwest Capital Group, Inc..
Consummation  of the  holding  company  structure  is subject to the  receipt of
certain orders from the ICC, IUB, FERC, and the Nuclear  Regulatory  Commission.
Subject  to such  approvals,  each  share of  MidAmerican  common  stock will be
exchanged  for one share of the  holding  company's  stock.  It is  management's
intent, if possible,  to complete the formation of the holding company and share
exchange by the end of 1996.



                                       -8-

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

                               CORPORATE OVERVIEW

   MidAmerican Energy Company (the Company or MidAmerican) was formed on July 1,
1995,  as a result  of the  merger of  Iowa-Illinois  Gas and  Electric  Company
(Iowa-Illinois),  Midwest Resources Inc. (Resources) and its utility subsidiary,
Midwest Power Systems Inc. (Midwest).

   The  Company's  utility  operations  (the  Utility)  consist of two principal
business units: an electric business unit headquartered in Davenport,  Iowa, and
a natural gas business unit  headquartered  in Sioux City,  Iowa.  The Company's
corporate  headquarters,  which  includes  various  staff  functions,  is in Des
Moines, Iowa.  InterCoast Energy Company (InterCoast) and Midwest Capital Group,
Inc. (Midwest Capital) are the nonregulated  subsidiaries of the Company and are
headquartered in Des Moines. InterCoast conducts various nonregulated activities
of  the  Company,  while  Midwest  Capital  functions  as  a  regional  business
development company in the utility service territory.

   The merger is accounted for as a  pooling-of-interests,  and the Consolidated
Financial  Statements  included in this Form 10-Q are presented as if the merger
was consummated as of the beginning of the earliest period  presented.  Portions
of the following  discussion provide  information related to material changes in
the Company's  financial condition and results of operations between the periods
presented,  based on the  combined  historical  information  of the  predecessor
companies.  It is not necessarily indicative of what would have occurred had the
merger actually been consummated at the beginning of the earliest period.

   On April 24, 1996, the Company's common  shareholders  approved a proposal to
form a holding  company.  The  holding  company  would have three  wholly  owned
subsidiaries  consisting of  MidAmerican  (utility  operations),  InterCoast and
Midwest Capital. The Board of Directors and management believe a holding company
structure will provide a more flexible  organization  better designed to operate
in a more competitive environment.  Certain orders must yet be received from the
Illinois Commerce Commission, the Iowa Utilities Board (IUB), the Federal Energy
Regulatory Commission (FERC), and the Nuclear Regulatory Commission.  Subject to
such orders,  each share of  MidAmerican  common stock will be exchanged for one
share of the holding  company's  common stock.  It is  management's  intent,  if
possible, to complete the formation of the holding company and share exchange by
the end of 1996.



                                       -9-

<PAGE>




                              RESULTS OF OPERATIONS

EARNINGS

   The following table provides a summary of the earnings  contributions  of the
Company's operations for each of the periods presented:

<TABLE>
<CAPTION>
                                               Periods Ended March 31,
                                               -----------------------
                                          Three Months        Twelve Months
                                         --------------      --------------
                                         1996      1995      1996      1995
                                         ----      ----      ----      ----
   <S>                                  <C>       <C>       <C>       <C>    
   Earnings (in millions)
      Electric utility                  $ 22.3    $ 18.6    $115.4    $ 93.2
      Gas utility                         22.8      15.7      19.9      11.9
                                        ------    ------    ------    ------
        Utility operations                45.1      34.3     135.3     105.1
      Nonregulated operations              5.9       1.0       2.8      11.1
      Income (loss) from
        discontinued operations              -         -       0.4      (4.9)
                                        ------    ------    ------    ------

      Consolidated earnings             $ 51.0    $ 35.3    $138.5    $111.3
                                        ======    ======    ======    ======

   Earnings Per Common Share
      Electric utility                  $ 0.22    $ 0.18    $ 1.15    $ 0.94
      Gas utility                         0.23      0.16      0.20      0.12
                                        ------    ------    ------    ------
        Utility operations                0.45      0.34      1.35      1.06
      Nonregulated operations             0.06      0.01      0.03      0.11
      Income (loss) from
        discontinued operations              -         -         -     (0.05)
                                        ------    ------    ------    ------

      Consolidated earnings             $ 0.51    $ 0.35    $ 1.38    $ 1.12
                                        ======    ======    ======    ======
</TABLE>

   Earnings per share for the first quarter of 1996  increased 16 cents compared
to the first quarter of 1995.  Gross margins of utility electric and natural gas
operations  accounted  for most of the  increase in utility  earnings per share.
Gross margin is the amount of revenues  remaining after deducting  electric fuel
costs or the cost of gas  sold,  as  appropriate.  Realization  of cost  savings
resulting  from the merger  also had a  favorable  effect on  utility  earnings.
Earnings of nonregulated  subsidiaries contributed 5 cents per share more in the
1996 quarter than in the 1995 quarter.  The increase in earnings of nonregulated
subsidiaries  resulted  primarily from improved oil and gas production  earnings
due to increased volumes,  higher prices and reduced expenses.  In addition,  an
increase  in gains  on  sales  of  securities  contributed  to the  increase  in
nonregulated earnings.

   For the twelve months ended March 31, 1996,  earnings per share were 26 cents
greater than the comparable 1995 period.  Increases in utility gross margins due
primarily to increases in electric and gas retail sales volumes  resulting  from
hot weather in the third  quarter of 1995 and cold weather in the first  quarter
of 1996 were the main  cause of the  increase.  Electric  and gas  service  rate
increases  filed prior to the merger also  contributed  to the increase in gross
margins. A portion of the rate increases relate directly to increases in certain
operating expenses and thus did not materially increase earnings. A reduction in
nuclear operations and maintenance expenses also favorably affected earnings.

   Twelve months ended March 31, 1996,  earnings were reduced by  merger-related
costs.  As part of the  process  of  merging  the  operations  of  MidAmerican's
predecessors, the Company developed a restructuring plan which included employee
incentive early retirement,  

                                      -10-

<PAGE>



relocation  and  separation  programs.  During  the  last  half of 1995 the
Company  recorded  $33.4  million of  restructuring  costs  which  included  the
Company's  estimate of the remaining amount of such costs to be incurred.  These
costs are primarily  reflected in Other Operating  Expenses in the  Consolidated
Statements of Income.

     In addition,  the Company  incurred costs to consummate  the merger.  These
costs,  which are included in Other  Non-Operating  Income,  in the Consolidated
Statements  of Income,  totalled  $4.4 million and $4.8 million in 1996 and 1995
twelve-month periods, respectively.

   In total,  restructuring  and transaction costs reduced earnings for the 1996
twelve-month  period by 24 cents per share,  while transaction costs reduced the
1995 twelve-month period earnings by 5 cents per share.

   Write-downs of certain assets of the Company's nonregulated subsidiaries also
reduced earnings for twelve months ended March 31, 1996, by approximately  $10.2
million, or 10 cents per share. The pre-tax amount of the write-downs,  which is
included  in Other  Non-Operating  Income,  in the  Consolidated  Statements  of
Income, reflects  other-than-temporary declines of $18.0 million in the value of
those nonregulated investments. The investments are primarily alternative energy
projects.  The 1996  twelve-month  period also reflects aftertax gains totalling
approximately  $5.0  million  on  the  sales  of a  partnership  interest  and a
subsidiary.   The  pre-tax   amount  of  $8.5  million  is  reflected  in  Other
Non-Operating Income.

UTILITY GROSS MARGIN

<TABLE>

   Electric Gross Margin:
   ----------------------

<CAPTION>
                                                Periods Ended March 31,
                                                -----------------------
                                             Three Months    Twelve Months
                                             ------------    -------------
                                             1996   1995    1996     1995
                                             ----   ----   ------   ------
                                                      (In millions)

<S>                                          <C>    <C>    <C>      <C>    
Operating revenues                           $262   $246   $1,111   $1,022
Cost of fuel, energy and capacity              61     54      238      212
                                             ----   ----   ------   ------

   Electric gross margin                     $201   $192   $  873   $  810
                                             ====   =====  ======   ======
</TABLE>

   Electric gross margin  increased for each 1996 period  presented  compared to
the 1995  periods  due to changes in  revenues.  Changes in the cost of electric
fuel, energy and capacity  (collectively,  Energy Costs) reflect fluctuations in
generation  levels and mix, fuel cost,  and energy and capacity  purchases.  The
Company  has been  allowed to  recover  Energy  Costs from most of its  electric
utility  customers  through  energy  adjustment   clauses  (EACs)  in  revenues.
Variations in revenues collected through the EACs,  reflecting changes in Energy
Costs per unit sold and volumes sold, do not affect gross margin or net income.

   For the 1996 three months ended period,  electric gross margin increased 4.7%
reflecting a 4.9% increase in electric  retail sales.  This was due in part to a
14%  increase in heating  degree days as a result of colder  weather in the 1996
quarter. In addition,  an increase in the number of customers contributed to the
increase in sales.

                                      -11-

                                   

<PAGE>


     An increase in electric  retail  rates also was a cause of the  increase in
revenues and gross  margin.  Retail  rates in the first  quarter of 1995 reflect
interim  rates  representing  an  increase of $13.6  million in annual  electric
revenues in  connection  with an Iowa  electric  rate filing,  which the Company
began  collecting  in January  1995.  The first quarter of 1996 reflects a final
rate  increase  in  the   proceeding,   which  was  effective  in  August  1995,
representing  an  increase  of  $20.3  million  in  annual  electric   revenues.
Approximately  $8  million  of the $20.3  million  increase  in annual  electric
revenues  relates  to  additional  expensing  of other  postretirement  employee
benefit (OPEB) costs. Additionally, in August 1995, the Company began collection
of $18.6  million  over a  four-year  prospective  period  related  to an energy
efficiency cost recovery filing.  Revenue  increases for energy  efficiency cost
recovery have an immaterial impact on net income due to corresponding  increases
in other operating expenses, reflecting the amortization of previously deferred
energy efficiency costs.

   Revenues  increased  $10.6  million due to increased  revenues from sales for
resale. Effective November 1995, the margin on most electric sales for resale is
flowed through to retail customers and has a minimal effect on gross margin.

   For twelve months ended March 31, 1996,  electric gross margin increased 7.8%
compared to the comparable 1995 period. Electric retail sales increased 4.4% due
primarily to greater  cooling and heating sales as a result of warmer weather in
the 1995 cooling  season and colder weather in the first quarter of 1996 than in
the comparable prior year periods.

   In addition to the electric rate increases discussed above, the comparison of
the  twelve-month  gross  margins  was  affected by two energy  efficiency  cost
recovery filings. In October 1994 and January 1995, the Company implemented rate
increases for Iowa energy  efficiency cost recovery  filings which allow a total
increase  in electric  revenues of $31.7  million  over a four-year  period.  As
stated above, a corresponding increase in other operating expenses results in an
immaterial  impact on net income for revenue  increases  from energy  efficiency
cost recovery.

   Revenues from sales for resale accounted for $35.9 million of the increase in
electric  revenues  for the 1996  twelve-month  period.  Sales for resale have a
lower margin than other sales and, accordingly, increases in related revenues do
not  increase  gross  margin  and net  income  as much as  increases  in  retail
revenues.  As stated  above,  the  effect on gross  margin  of  fluctuations  in
revenues  from  sales for  resale  was  substantially  eliminated  effective  in
November 1995.

<TABLE>

   Gas Gross Margin:
   -----------------

<CAPTION>
                                                 Periods Ended March 31,
                                                 -----------------------
                                             Three Months         Twelve Months
                                             ------------         -------------
                                           1996       1995       1996       1995
                                           ----       ----       ----       ----
                                                       (In millions)

<S>                                        <C>        <C>        <C>        <C>    
Operating revenues                         $196       $172       $483       $438
Cost of gas sold                            123        108        293        273
                                           ----       ----       ----       ----
   Gas gross margin                        $ 73       $ 64       $190       $165
                                           ====       ====       ====       ====
</TABLE>


   Gas gross margin  increased  for each 1996 period  presented  compared to the
1995 periods due to changes in revenues. The Company has been allowed to recover
the cost of gas sold 

                                      -12-

<PAGE>



from most of its gas utility  customers  through  purchase  gas  adjustment
clauses (PGAs) in revenues.  Variations in revenues  collected through the PGAs,
reflecting  changes in the cost of gas per unit and volumes  sold, do not affect
gross margin or net income.
 
    For the comparative three months ended periods,  gas gross margin increased
14.1% from 1995 to 1996  reflecting a 14.2% increase in natural gas retail sales
due in part to a 13% increase in heating  degree days. In addition,  an increase
in the number of customers contributed to the increase in sales.

   An increase in gas retail  rates also was a cause of the increase in revenues
and gross  margin.  Retail rates in the first  quarter of 1995  reflect  interim
rates  representing  an  increase  of $8.2  million  in annual gas  revenues  in
connection with an Iowa gas rate filing,  which the Company began  collecting in
October  1994.  The first  quarter of 1996 reflects a final rate increase in the
proceeding,  which was  effective  in August 1995,  representing  an increase of
$10.6  million in annual gas revenues.  Approximately  $2.5 million of the $10.6
million increase in annual gas revenues relates to additional  expensing of OPEB
costs.

   For twelve  months ended March 31, 1996,  gas gross  margin  increased  15.2%
compared to the comparable  1995 period.  Gas retail sales  increased  11.2% due
primarily  to  greater  heating  sales  as a result  of  colder  weather  in the
1995-1996 heating season than in the comparable prior twelve-month period.

   In addition to the gas rate increase  discussed  above, the comparison of the
twelve-month  gas  gross  margins  was  affected  by an energy  efficiency  cost
recovery  filing.  In January 1995,  the Company  implemented a gas service rate
increase  for an Iowa energy  efficiency  cost  recovery  filing which allows an
increase  in gas  revenues of $6.7  million  over a  four-year  period.  Revenue
increases for energy  efficiency cost recovery have an immaterial  impact on net
income due to corresponding increases in other operating expenses.


UTILITY OPERATING EXPENSES

   Other operating expenses for the quarter ended March 31, 1996, decreased $2.2
million compared to the first quarter of 1995 due primarily to savings from work
force reductions  following the merger. These decreases were partially offset by
increased injuries and damages expenses and, as discussed above, amortization of
deferred energy efficiency and OPEB costs.

   For the  twelve  months  ended  March  31,  1996,  other  operating  expenses
increased  $38.1  million  compared  to the 1995 period due  primarily  to costs
related to the restructuring plan discussed in the opening section of Results of
Operations.  Utility  operating  expenses  include  $31.9  million  of the $33.4
million total  restructuring  costs. In addition,  the 1996 twelve-month  period
includes a $7.2  million  increase  from the  amortization  of  deferred  energy
efficiency  and OPEB costs.  The  increases  for the 1996 period were  partially
offset by a $5.9 million reduction in nuclear operations costs.

   Maintenance  expenses  decreased $2.6 million and $16.4 million for the three
months and twelve months ended March 31, 1996, compared to the 1995 periods. The
timing of power  plant  maintenance  and a  reduction  in  various  distribution
maintenance accounted for much of the variation between the periods. Quad-Cities
Station maintenance  expenses decreased $4.0 million for the twelve months ended
March 31, 1996, due in part to the 1994 outage.


                                      -13-

<PAGE>



   Depreciation expense increased compared to each prior period due primarily to
additions to utility plant in service.

NONREGULATED OPERATING REVENUES

   Revenues for the Company's nonregulated  subsidiaries increased significantly
for the 1996  quarter  compared  to the 1995  quarter.  Revenues  of a wholesale
natural gas marketing firm acquired in December 1995  contributed  $29.0 million
to the increase. Increases in sales volumes and prices for a nonregulated retail
natural  gas  marketing  subsidary  resulted  in a  $19.5  million  increase  in
revenues. In addition,  revenues from gas production increased due to greater 
production levels and higher prices.

   Revenues for the 1996 twelve-month period increased significantly compared to
the 1995 period as well. Revenues of the recently acquired wholesale natural gas
firm  contributed  $43.2  million  to the  increase.  Increases  in oil  and gas
production  volumes and in sales of retail  natural gas also  contributed to the
increase.

NONREGULATED OPERATING EXPENSES

   Cost of sales includes expenses directly related to sales of oil, natural gas
and real estate. The factors discussed above for revenues, including natural gas
sales volumes, gas prices and the newly acquired wholesale natural gas firm also
affected the increase in cost of sales for each 1996 period compared to the 1995
periods.

   Other nonregulated  expenses increased $2.7 million for the 1996 twelve-month
period  compared  to the twelve  months  ended March 31,  1995.  The 1996 period
includes $1.5 million of merger-related expenses for the Company's restructuring
plan.

REALIZED GAINS AND LOSSES ON SECURITIES, NET

   Realized gains and losses on securities increased for the 1996 quarter due to
an increase in gains on the  disposition  of equity  fund  holdings  and managed
preferred stock portfolios.  For the comparative twelve-month periods,  realized
gains and losses on securities  decreased $2.9 million for 1996 compared to 1995
due  primarily  to the sale of a single  holding in 1994 which  generated a $5.9
million pre-tax gain.

NON-OPERATING INCOME - OTHER, NET

   The  adjustments to  nonregulated  investments  discussed at the beginning of
Results of Operations were the primary cause of the decrease in Other,  Net, for
the twelve  months  ended March 31,  1996,  compared to the 1995  period.  Gains
totalling $8.5 million on the sales of a partnership interest in a gas marketing
organization and a telecommunication  subsidiary in the 1996 twelve months ended
period partially offset the decreases.  In addition,  merger  transaction  costs
reduced Other, Net in both twelve-month periods.

INTEREST CHARGES

   Decreased  interest on long-term  debt in the 1996 first quarter  compared to
the  1995  quarter  was  due to a  lower  overall  balance  and  rate on debt of
nonregulated  subsidiaries.  
                                      -14-

<PAGE>


Increased  interest  on  long-term  debt in the  1996  twelve-month  period
compared to the 1995  twelve-month  period was due  primarily to the issuance of
$60 million of 7.875% Series of mortgage bonds in November 1994.  Higher utility
commercial  paper balances and increased  interest rates were the main causes of
the increase in other interest expense.

DISCONTINUED OPERATIONS

   In 1994,  the  Company  announced  its  intent  to  divest  its  construction
subsidiaries  and  recognized  the  anticipated  loss on  disposal.  The sale of
certain  assets of one of the  subsidiaries  was completed in December 1994, and
the sale of the other  construction  subsidiary  was  completed  in March  1995.
Settlement of a  construction  receivable in the second quarter of 1995 resulted
in $0.4 million of income in 1995.

PREFERRED DIVIDENDS

   The increase in  preferred  dividends  for the 1996  quarter  compared to the
first  quarter  of 1995 was due to a loss on the  redemption  of  shares  of the
$1.7375  Series of  preferred  shares in March 1996.  The  decrease in preferred
dividends  for the twelve  months  ended  March 31,  1996,  compared to the 1995
period was due mostly to the  redemption of three series of preferred  shares in
December 1994.


                         LIQUIDITY AND CAPITAL RESOURCES

   The  Company  has  available  a variety of sources of  liquidity  and capital
resources,  both internal and external.  These resources  provide funds required
for current operations,  debt retirement,  dividends,  construction expenditures
and other capital requirements.

   For the  first  quarter  of 1996,  the  Company  had net cash  provided  from
operating  activities  of $183 million and net cash used of $49 million and $149
million for investing and financing activities, respectively.

INVESTING ACTIVITIES

   Utility construction expenditures,  including allowance for funds used during
construction  (AFUDC),  Quad-Cities  Station  nuclear fuel  purchases and Cooper
capital improvements, were $29 million for the first quarter of 1996.

   Forecasted  utility  construction  expenditures  for 1996  are  $166  million
including  AFUDC.  Capital  expenditures  needs are  reviewed  regularly  by the
Company's  management and may change  significantly as a result of such reviews.
For the years 1996 through 2000, the Company  forecasts $818 million for utility
construction  expenditures.  The  Company  presently  expects  that all  utility
construction  expenditures for 1996 through 2000 will be met with cash generated
from utility operations, net of dividends.

   In general,  decommissioning of a nuclear facility means to safely remove the
facility  from  service  and  restore  the  property  to  a  condition  allowing
unrestricted use by the operator.  Based on information presently available, the
Utility expects to contribute $45 million during the period 1996 through 2000 to
an external trust  established  for the investment of funds for  decommissioning
the  Quad-Cities  Station.  The funds are invested  predominately  in 

                                      -15-

<PAGE>


investment  grade  municipal,  and U.S.  Treasury,  bonds.  In addition,  a
portion of the payments made under the power purchase contract with NPPD are for
decommissioning  funding  related to Cooper.  The Cooper costs are  reflected in
Other Operating Expenses in the Consolidated Statements of Income. Based on NPPD
estimates,  the  Utility  expects to pay  approximately  $54  million for Cooper
decommissioning  during the period 1996 through 2000.  NPPD invests the funds in
instruments  similar  to  those  of the  Quad-Cities  Station  trust  fund.  The
Company's  obligation for Cooper  decommissioning  may be affected by the actual
plant shutdown date and the status of the power purchase  contract at that time.
The Company currently recovers Quad-Cities Station decommissioning costs charged
to  Illinois  customers  through a rate rider on customer  billings.  Cooper and
Quad-Cities Station decommissioning costs charged to Iowa customers are included
in base rates,  and increases in those amounts must be sought through the normal
ratemaking process.

   Capital  expenditures of nonregulated  subsidiaries  were $16 million for the
first quarter of 1996. Capital expenditures of nonregulated  subsidiaries depend
upon the availability of suitable investment opportunities and other factors and
may  vary  significantly  from  forecasted  amounts.   Excluding  the  following
acquisition, capital expenditures are forecasted to be approximately $85 million
for 1996, primarily related to InterCoast.

   In April  1996,  Medallion  Production  Company  (Medallion),  an oil and gas
subsidiary  of  InterCoast,  acquired  certain  interests  of Enron  Oil and Gas
Company and Enron Oil and Gas  Marketing,  Inc.  The  acquisition,  which was in
excess of $50 million, increases Medallion's 1995 year-end proved reserves  to 
approximately  42  million  barrels  of  oil equivalent, or an increase of 
approximately 30%.

   InterCoast  invests in a variety of marketable  securities which it holds for
indefinite  periods of time.  For the first quarter of 1996,  InterCoast had net
cash inflows of $3 million from its marketable securities investment activities.
In the  Consolidated  Statements of Cash Flows, the lines Purchase of Securities
and Proceeds from Sale of Securities  consist  primarily of the gross amounts of
these  activities,  including  realized  gains  and  losses  on  investments  in
marketable securities.

FINANCING ACTIVITIES

   The Utility currently has authority from the FERC to issue short-term debt in
the form of commercial  paper and bank notes  aggregating  $400  million.  As of
March 31,  1996,  the  Utility  had a $250  million  revolving  credit  facility
agreement to provide short-term financing for utility operations.  The Utility's
commercial paper borrowings,  which totalled $100 million at March 31, 1996, are
currently supported by the revolving credit facility. The Utility also has lines
of credit  and  revolving  credit  facilities  which are  dedicated  to  provide
liquidity for its obligations under outstanding  pollution control revenue bonds
that are periodically remarketed.

   The Utility has $347 million of long-term  debt  maturities  and sinking fund
requirements for 1996 through 2000, $1 million of which matures in 1996.

   In March 1996 the Company redeemed 350,000 shares,  or $8.75 million,  of the
$1.7375 Series preferred shares.


                                      -16-

<PAGE>



   The Utility is currently  considering several long-term financing options for
1996.  Proceeds from those  issuances would be used to reduce  commercial  paper
outstanding and to refinance higher cost securities.

   As  of  December  31,  1995,   the  Utility  had  the   capability  to  issue
approximately   $1.3  billion  of  mortgage  bonds  under  the  current  Midwest
indenture.  The  Utility  does not  expect to issue  additional  debt  under the
Iowa-Illinois indenture, but may if necessary.

   The Company has the  necessary  authority to issue up to 6,000,000  shares of
common  stock  through its  Shareholder  Options  Plan (the  Company's  dividend
reinvestment  and stock purchase plan).  Since the effective date of the merger,
the Company  has used open  market  purchases  of its common  stock  rather than
original  issue  shares  to meet  share  obligations  under its  Employee  Stock
Purchase Plan and the Shareholder  Options Plan. The Company  currently plans to
continue  using open  market  purchases  to meet share  obligations  under these
plans.

   Several   financial   relationships   between  the   Company's   utility  and
nonregulated  operations were eliminated  subsequent to the merger.  One support
agreement  remains  between  the  Utility  and  Midwest  Capital  related  to  a
performance guarantee by Midwest Capital of a joint venture turnkey engineering,
procurement and construction  contract for a cogeneration  project.  The project
received  preliminary  acceptance from the owner in 1995,  which pursuant to the
construction  contract,  eliminates the potential for  liquidated  damages being
incurred  related  to the  project.  Midwest  Capital  also has $25  million  of
long-term  debt  outstanding  at March 31,  1996,  that  matures  in 1996 and is
supported by a guarantee from the Utility.  In addition,  Midwest  Capital has a
$25 million line of credit with the Utility.

   InterCoast  has two  floating-rate-to-fixed  interest  rate swaps each in the
amount of $32  million.  The  interest  rate swaps have fixed rates of 5.97% and
6.00%,  respectively,  and are for three-year and two-year terms,  respectively,
with an optional third year on the latter.

   InterCoast's  aggregate  amounts of maturities and sinking fund  requirements
for long-term  debt  outstanding at March 31, 1996, are $39 million for 1996 and
$265 million for the years 1996 through  2000.  Amounts due in 1996 are expected
to be refinanced with debt.

   On April 24, 1996,  the  Company's  Board of  Directors  declared a quarterly
dividend on common shares of $0.30 per share payable June 1, 1996.  The dividend
represents an annual rate of $1.20 per share.

OPERATING ACTIVITIES

   The Utility is subject to regulation by several utility regulatory  agencies.
The operating environment and the recoverability of costs from utility customers
are  significantly  influenced by the regulation of those agencies.  The Company
anticipates  that changes in the utility industry will create a more competitive
environment.  Although these anticipated changes may create opportunities,  they
will also create additional  challenges and risks for utilities.  The Company is
evaluating strategies that will assist it in a more competitive environment.

   On April 25,  1996,  the  Company  announced  its  intent to file in Iowa and
Illinois a new electric  pricing  proposal.  The proposal would reduce  electric
revenues by approximately  $100 million over five years and eliminate  automatic
fuel adjustment clauses. The price reductions,

                                      -17-

<PAGE>



     possible due to merger-related cost savings,  reduce price disparity within
customer  classes and are expected to move the Company closer to prices that can
be sustained in a competitive market.

   A  possible  consequence  of  competition  in  the  utility  industry  is the
discontinued applicability of Statement of Financial Accounting Standards (SFAS)
No. 71. SFAS 71 sets forth  accounting  principles  for all, or a portion,  of a
company's  operations  that  are  regulated  and  meet  certain  criteria.   For
operations  that meet the  criteria,  SFAS 71 allows,  among other  things,  the
deferral of costs that would otherwise be expensed when incurred.  The Company's
electric and gas utility  operations are currently  subject to the provisions of
SFAS 71, but its applicability is periodically  reexamined.  If a portion of the
Company's  utility  operations  no longer  meets the  criteria  of SFAS 71,  the
Company  would be required to eliminate  from its balance  sheet the  regulatory
assets and liabilities related to those operations that resulted from actions of
its regulators.  Although the amount of such an elimination  would depend on the
specific  circumstances,  a material  adjustment to earnings in the  appropriate
period  could result from the  discontinuance  of SFAS 71. As of March 31, 1996,
the  Company  had  approximately  $390  million  of  regulatory  assets  in  its
Consolidated Balance Sheet.

   In 1992,  the FERC  issued  Order  No.  636,  directing  a  restructuring  by
interstate  pipeline  companies for their  natural gas sales and  transportation
services.  The unbundling of pipeline services increased the Company's access to
supply  options  and  its  supply  responsibilities.  Certain  transition  costs
incurred by interstate natural gas pipelines for their compliance with Order 636
will be paid  to the  pipeline  companies  over  the  next  several  years.  The
Company's  Consolidated  Balance  Sheet as of March  31,  1996,  includes  a $37
million noncurrent liability and regulatory asset recorded for transition costs.
The  Company  may  incur  other  transition  costs in  conjunction  with  future
purchases of gas, but does not expect these  billings to have a material  impact
on the cost of gas. The Company is currently  recovering  costs related to Order
636 from its customers.

     Electric  and gas  utilities  in  Iowa  are  currently  required  to  spend
approximately  2% and 1.5%,  respectively,  of their annual Iowa  jurisdictional
revenues on energy efficiency activities. As discussed in Results of Operations,
the Company is collecting a total of  approximately  $14.3 million  annually for
certain of the  previously  deferred  costs  related to prior energy  efficiency
filings.  As of March 31,  1996,  the Company had  approximately  $69 million of
energy  efficiency  costs deferred on its  Consolidated  Balance Sheet for which
recovery will be sought in future energy  efficiency  filings.  In May 1996, the
Iowa  legislature  approved a bill  eliminating  mandatory  spending  levels for
energy  efficiency  programs and allowing quicker recovery of energy  efficiency
expenditures  as determined by the IUB. As of the filing of this Form 10-Q,  the
bill was yet to be signed by the Governor.

   The  United   States   Environmental   Protection   Agency  (EPA)  and  state
environmental  agencies have determined that  contaminated  wastes  remaining at
certain  decommissioned  manufactured  gas plant facilities may pose a threat to
the public  health or the  environment  if such  contaminants  are in sufficient
quantities and at such concentrations as to warrant remedial action.

   The Company is evaluating 27 properties which were, at one time, sites of gas
manufacturing  plants in which it may be a potentially  responsible party (PRP).
The purpose of these  evaluations  is to determine  whether waste  materials are
present, whether such materials  constitute an  environmental  or health risk, 
and whether the Company has any 

                                      -18-

<PAGE>


responsibility  for remedial  action.  The  Company's  present  estimate of
probable  remediation  costs for these sites is $22 million.  This  estimate has
been recorded as a liability and a regulatory  asset for future recovery through
the regulatory process. Refer to Note (B) of Notes for further discussion of the
Company's  environmental  activities related to manufactured gas plant sites and
cost recovery.

   Although the timing of potential  incurred costs and recovery of such cost in
rates may affect the results of  operations in  individual  periods,  management
believes  that the  outcome of these  issues  will not have a  material  adverse
effect on the Company's financial position or results of operations.


ACCOUNTING ISSUES

   In March 1995, the Financial  Accounting  Standards  Board (FASB) issued SFAS
121  regarding  accounting  for asset  impairments.  This  statement,  which was
adopted by the  Company in the first  quarter of 1996,  requires  the Company to
review  long-lived   assets  for  impairment   whenever  events  or  changes  in
circumstances  indicate  that the  carrying  amount  of such  assets  may not be
recoverable.  SFAS 121 also  requires  rate-regulated  companies to recognize an
impairment  for  regulatory  assets that are not  probable  of future  recovery.
Adoption of SFAS 121 did not have a material impact on the Company's  results of
operations or financial position.

    The staff of the Securities and Exchange  Commission has questioned  certain
of the current accounting practices of the electric utility industry,  including
those of the Company, regarding the recognition,  measurement and classification
of nuclear  decommissioning  costs in the financial  statements.  In response to
these  questions,  the FASB has issued an Exposure Draft (ED),  "Accounting  for
Certain  Liabilities  Related to Closure or Removal of Long-Lived Assets," which
addresses   the   accounting   for   closure  and   removal   costs,   including
decommissioning  of nuclear  power  plants.  The  Company  is in the  process of
reviewing the ED and its potential  impacts on the Company.  If current electric
utility industry accounting  practices for such decommissioning are changed, the
annual provision for  decommissioning  could increase  relative to 1995, and the
total estimated cost for  decommissioning  could be recorded as a liability with
recognition  of an  increase in the cost of related  nuclear  power  plant.  The
Company has not determined  what impact,  if any, it would have on the Company's
operation and financial position.


                                      -19-

<PAGE>

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

        The Company and its  subsidiaries  have no  material  legal  proceedings
except for the following:

Environmental Matters

        For  information  relating  to  the  Company's   Environmental  Matters,
reference  is made to  Part I,  Note  (B) of  Notes  to  Consolidated  Financial
Statements.

Cooper Litigation

     On May 26, 1995, the Company filed a lawsuit naming  Nebraska  Public Power
District (NPPD) as defendant. The action is filed in the U.S. District Court for
the Southern District of Iowa and is identified as No. 4-95-CV-80356.  The legal
proceeding  is based upon a  long-term  power  purchase  agreement  between  the
Company and NPPD, pursuant to which the Company purchases one-half the output of
NPPD's Cooper Nuclear  Station  (Cooper) and pays one-half the cost of operating
Cooper.  NPPD,  in turn,  is obligated to operate the plant in an efficient  and
economical  manner  consistent  with good business and utility  practices and in
compliance  with the terms of its operating  license issued to it by the Nuclear
Regulatory  Commission  (NRC).  In 1993 and 1994, as a response to NPPD actions,
the NRC issued  numerous  notices of  violations  to NPPD;  as a result of these
violations  and other  safety  issues  identified  by the NRC and  NPPD,  Cooper
experienced  unplanned outages and outages were unduly extended.  NPPD's failure
to meet its  obligations  with respect to the  operation of Cooper  deprived the
Company of the  benefits  it was  entitled  to under the power  sales  contract,
causing the  Company to lose  profits and incur  increased  costs of  operation,
which damages the Company  seeks to collect from NPPD.  Similar  litigation  has
been filed  against  NPPD by the  Lincoln  Electric  System  (LES),  a municipal
utility serving the City of Lincoln,  Nebraska, and purchasing one-eighth of the
output of Cooper  pursuant to a similar power purchase  contract.  The LES legal
proceeding is pending in Nebraska state court.

Item 6.  Exhibits and Reports on Form 8-K

(a)     Exhibits

        Exhibits Filed Herewith

        Exhibit 27 - Financial Data Schedule

(b)     Reports on Form 8-K

        On February  20,  1996,  the Company  filed a report on Form 8-K,  dated
        February  20,  1996,   regarding   certain   financial   information  of
        MidAmerican   Energy  Company.   The  financial   information   included
        management's  discussion and analysis of financial condition and results
        of  operations;  consolidated  statements  of  income,  cash  flows  and
        retained  earnings for the years ended December 31, 1995, 1994 and 1993;
        consolidated    balance   sheets   and   consolidated    statements   of
        capitalization   as  of  December  31,  1995  and  1994;  notes  to  the
        consolidated  financial  statements;  report of the  independent  public
        accountants;  report  of  management;  and  supplemental  financial  and
        statistical data.


                                      -20-

<PAGE>




                                   SIGNATURES


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

                                                MidAmerican Energy Company
                                                --------------------------
                                                     (Registrant)







Date    May 9, 1995                               L. E. Cooper
        ------------                          --------------------------

                                                  L. E. Cooper
                                                  Group Vice President
                                                    Finance and Accounting
                                                    (Chief Financial Officer)



























                                             -21-


                                                                     EXHIBIT 12
<TABLE>
                    MIDAMERICAN ENERGY COMPANY (consolidated)

               COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
             AND COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
                   PLUS PREFERRED STOCK DIVIDEND REQUIREMENTS
                                 (In Thousands)
                                   (Unaudited)
<CAPTION>

                                                                          Twelve Months Ended              Twelve Months Ended
                                                                             March 31, 1996                 December 31,1995
                                                               -------------------------------      ----------------------------
                                                                              Supplemental (a)                  Supplemental (a)
                                                                         ---------------------               -------------------
                                                                                         As                                As
                                                                         Adjustment   Adjusted               Adjustment Adjusted
                                                                         ----------   --------               ---------- --------
                                                                                      
<S>                                                            <C>        <C>         <C>           <C>        <C>      <C>
Income from continuing operations                              $146,343  $    -       $146,343      $130,406  $    -    $130,406
Pre-tax (gain) loss of less than 50% owned persons               14,416                 14,416        16,482              16,482

Add (Deduct):
Total income taxes                                               81,252                 81,252        67,984              67,984
Interest on long-term debt                                      109,496   4,345        113,841       110,505   4,595     115,100
Other interest charges                                           11,125                 11,125         9,449               9,449
Interest on leases                                                  404       -            404         1,088       -       1,088
                                                               --------  ------       --------       -------- ------    --------
                                                                202,277   4,345        206,622       189,026   4,595     193,621
                                                               --------  ------       --------       -------  ------    --------

    Earnings available for fixed charges                        363,036   4,345        367,381       335,914   4,595     340,509
                                                               --------  ------       --------       -------  ------     -------

Fixed Charges:
Interest on long-term debt                                      109,496   4,345        113,841       110,505   4,595     115,100
Other interest charges                                           11,125       -         11,125         9,449       -       9,449
Interest on leases                                                  404       -            404         1,088       -       1,088
                                                               --------  ------       --------      --------  ------    --------
    Total fixed charges                                         121,025   4,345        125,370       121,042   4,595     125,637
                                                               --------  ------       --------      --------  ------    --------

Ratio of earnings to fixed charges                                3.000       -          2.930          2.775      -       2.710
                                                               ========  ======       ========       ======== ======    ========
                    
Preferred stock dividend requirements                          $  8,255  $    -       $  8,255       $  8,059 $    -    $  8,059
Ratio of net income before income taxes to net income            1.5552       -         1.5552         1.5213      -      1.5213
                                                               --------  ------       --------       -------- ------    --------
Preferred stock dividend requirements before income tax          12,838       -         12,838         12,260      -      12,260
                                                               --------  ------       --------       -------- ------    --------
Fixed charges plus preferred stock dividend requirements        133,863   4,345        138,208        133,302  4,595     137,897
                                                               --------  ------       --------       -------- ------    --------

Ratio of earnings to fixed charges plus preferred stock
  dividend requirements (pre-income tax basis)                    2.712       -          2.658          2.520      -       2.469
                                                               ========  ======       ========       ======== ======    ========
                    
</TABLE>

     Note: (a) Amounts in the supplemental  columns are to reflect the Company's
portion of the net  interest  component  of payments to  Nebraska  Public  Power
District under a long-term purchase agreement for one-half of the plant capacity
from Cooper Nuclear Station.

<PAGE>
<TABLE>


                                                                     EXHIBIT 12
                    MIDAMERICAN ENERGY COMPANY (consolidated)

               COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
             AND COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
                   PLUS PREFERRED STOCK DIVIDEND REQUIREMENTS
                                 (In Thousands)
                                   (Unaudited)
<CAPTION>
                                                                          Twelve Months Ended              Twelve Months Ended
                                                                           December 31, 1994                December 31, 1993
                                                               -------------------------------      ----------------------------
                                                                              Supplemental (a)                  Supplemental (a)
                                                                         ---------------------               -------------------
                                                                                         As                                As
                                                                         Adjustment   Adjusted               Adjustment Adjusted
                                                                         ----------   ----------             ---------- -------- 
<S>                                                            <C>       <C>          <C>            <C>        <C>     <C>
Income from continuing operations                              $136,385  $    -       $136,385       $147,705   $    -  $147,705
Pre-tax (gain) loss of less than 50% owned persons                 (270)                  (270)          (597)              (597)

Add (Deduct):
Total income taxes                                               62,349                 62,349         71,409              71,409
Interest on long-term debt                                      105,753   5,428        111,181        111,065    5,678    116,743
Other interest charges                                            6,446                  6,446          5,066               5,066
Interest on leases                                                1,211                  1,211          1,876               1,876
                                                               --------   -----       --------       --------    -----   --------
                                                                175,759   5,428        181,187        189,416    5,678    195,094
                                                               --------   -----       --------       --------    -----   --------

    Earnings available for fixed charges                        311,874   5,428        317,302        336,524    5,678    342,202
                                                               --------   -----       --------       --------    -----   --------
Fixed Charges:
Interest on long-term debt                                      105,753   5,428        111,181        111,065    5,678    116,743
Other interest charges                                            6,446       -          6,446          5,066        -      5,066
Interest on leases                                                1,211       -          1,211          1,876        -      1,876
                                                               --------   -----       --------       --------    -----   --------
    Total fixed charges                                         113,410   5,428        118,838        118,007    5,678    123,685
                                                               --------   -----       --------       --------    -----   --------
Ratio of earnings to fixed charges                                2.750       -          2.670          2.852        -      2.767
                                                               ========  ======       ========       ========   ======   ========

Preferred stock dividend requirements                          $ 10,551  $    -       $ 10,551       $  8,367   $    -   $  8,367
Ratio of net income before income taxes to net income            1.4572       -         1.4572         1.4835        -     1.4835
                                                               --------  ------       --------       --------   ------   --------
Preferred stock dividend requirements before income tax          15,374       -         15,374         12,412        -     12,412
                                                               --------  ------       --------       --------   ------   --------
Fixed charges plus preferred stock dividend requirements        128,784   5,428        134,212        130,419    5,678    136,097
                                                               --------  ------       --------       --------   ------   --------
Ratio of earnings to fixed charges plus preferred stock
  dividend requirements (pre-income tax basis)                    2.422       -          2.364          2.580        -      2.514
                                                               ========   =====       ========       ========    =====    =======
</TABLE>


     Note: (a) Amounts in the supplemental  columns are to reflect the Company's
portion of the net  interest  component  of payments to  Nebraska  Public  Power
District under a long-term purchase agreement for one-half of the plant capacity
from Cooper Nuclear Station.

<PAGE>
                                                                      EXHIBIT 12
<TABLE>

                    MIDAMERICAN ENERGY COMPANY (consolidated)

               COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
             AND COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
                   PLUS PREFERRED STOCK DIVIDEND REQUIREMENTS
                                 (In Thousands)
                                   (Unaudited)
<CAPTION>

                                                                          Twelve Months Ended              Twelve Months Ended
                                                                           December 31, 1992                December 31,1991
                                                               -------------------------------      ----------------------------
                                                                              Supplemental (a)                  Supplemental (a)
                                                                         ---------------------               -------------------
                                                                                         As                                As
                                                                         Adjustment   Adjusted               Adjustment Adjusted
                                                                         ----------   --------               ---------- --------

<S>                                                            <C>       <C>          <C>            <C>        <C>      <C>
Income from continuing operations                              $ 88,085  $   -        $ 88,085       $127,969   $    -   $127,969
Pre-tax (gain) loss of less than 50% owned persons               (1,297)                (1,297)          (240)               (240)

Add (Deduct):
Total income taxes                                               26,812                 26,812         59,604              59,604
Interest on long-term debt                                      114,732   7,391        122,123        106,538    5,689    112,227
Other interest charges                                            5,899                  5,899         16,380              16,380
Interest on leases                                                2,386                  2,386          3,795               3,795
                                                               --------  ------       --------       --------   ------   --------
                                                                149,829   7,391        157,220        186,317    5,689    192,006
                                                               --------  ------       --------       --------   ------   --------
    Earnings available for fixed charges                        236,617   7,391        244,008        314,046    5,689    319,735
                                                               --------  ------       --------       --------   ------   --------

Fixed Charges:
Interest on long-term debt                                      114,732   7,391        122,123        106,538    5,689    112,227
Other interest charges                                            5,899       -          5,899         16,380        -     16,380
Interest on leases                                                2,386       -          2,386          3,795        -      3,795
                                                               --------  ------       --------       --------   ------   --------
    Total fixed charges                                         123,017   7,391        130,408        126,713    5,689    132,402
                                                               --------  ------       --------       --------   ------   --------
Ratio of earnings to fixed charges                                1.923       -          1.871          2.478        -      2.415
                                                               ========  ======       ========       ========   ======   ========

Preferred stock dividend requirements                          $  8,735  $    -       $  8,735       $  9,708   $    -   $  9,708
Ratio of net income before income taxes to net income            1.3044       -         1.3044         1.4658        -     1.4658
                                                               --------  ------       --------       --------   ------   --------
Preferred stock dividend requirements before income tax          11,394       -         11,394         14,230        -     14,230
                                                               --------  ------       --------       --------   ------   --------
Fixed charges plus preferred stock dividend requirements        134,411   7,391        141,802        140,943    5,689    146,632
                                                               --------  ------       --------       --------   ------   --------

Ratio of earnings to fixed charges plus preferred stock
  dividend requirements (pre-income tax basis)                    1.760       -          1.721          2.228        -      2.181
                                                               ========  ======       ========       ========   ======   ========
</TABLE>

     Note: (a) Amounts in the supplemental  columns are to reflect the Company's
portion of the net  interest  component  of payments to  Nebraska  Public  Power
District under a long-term purchase agreement for one-half of the plant capacity
from Cooper Nuclear Station.

<TABLE> <S> <C>

<PAGE>

<ARTICLE>                                           UT
<LEGEND>                      
This schedule contains summary financial information extracted from the 
consolidated balance sheet of MidAmerican Energy Company as of March 31,
1996, and the related consolidated statements of income and cash flows for
the three months ended March 31, 1996, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER>1,000                                     
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   MAR-31-1996
<BOOK-VALUE>                                   PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                      2,634,202
<OTHER-PROPERTY-AND-INVEST>                    842,179
<TOTAL-CURRENT-ASSETS>                         330,282
<TOTAL-DEFERRED-CHARGES>                       409,985
<OTHER-ASSETS>                                 210,651
<TOTAL-ASSETS>                                 4,427,299
<COMMON>                                       801,576
<CAPITAL-SURPLUS-PAID-IN>                      0
<RETAINED-EARNINGS>                            451,680
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 1,244,250
                          50,000
                                    81,461
<LONG-TERM-DEBT-NET>                           1,381,240
<SHORT-TERM-NOTES>                             0
<LONG-TERM-NOTES-PAYABLE>                      0
<COMMERCIAL-PAPER-OBLIGATIONS>                 99,800
<LONG-TERM-DEBT-CURRENT-PORT>                  64,860
                      0
<CAPITAL-LEASE-OBLIGATIONS>                    0
<LEASES-CURRENT>                               0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 1,505,688
<TOT-CAPITALIZATION-AND-LIAB>                  4,427,299
<GROSS-OPERATING-REVENUE>                      556,837
<INCOME-TAX-EXPENSE>                           33,475<F1>
<OTHER-OPERATING-EXPENSES>                     451,877
<TOTAL-OPERATING-EXPENSES>                     451,877
<OPERATING-INCOME-LOSS>                        104,960
<OTHER-INCOME-NET>                             10,418<F2>
<INCOME-BEFORE-INTEREST-EXPEN>                 115,378
<TOTAL-INTEREST-EXPENSE>                       28,379
<NET-INCOME>                                   53,524
                    2,477
<EARNINGS-AVAILABLE-FOR-COMM>                  51,047
<COMMON-STOCK-DIVIDENDS>                       30,221
<TOTAL-INTEREST-ON-BONDS>                      19,826
<CASH-FLOW-OPERATIONS>                         182,635
<EPS-PRIMARY>                                  0.51
<EPS-DILUTED>                                  0.51
<FN>
<F1>Tag 37 includes operating and nonoperating income taxes and is excluded
from operating expenses in Tag 39 and on the Consolidated Statement of Income.
<F2>Tag 41 includes $10,000 of Income from Discontinued Operations, net of 
income taxes.
</FN>
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                           UT
<LEGEND>
This schedule contains summary financial information extracted from the 
consolidated balance sheet of MidAmerican Energy Company as of December 31,
1995, and the related consolidated statements of income and cash flows for 
the twelve months ended December 31, 1995, and is qualified in its entirety
by reference to such financial statements.

</LEGEND>
<RESTATED>
<MULTIPLIER>1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                              DEC-31-1995
<PERIOD-START>                                 JAN-01-1995
<PERIOD-END>                                   DEC-31-1995                               
<BOOK-VALUE>                                   PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                      2,654,549
<OTHER-PROPERTY-AND-INVEST>                    829,422
<TOTAL-CURRENT-ASSETS>                         399,605
<TOTAL-DEFERRED-CHARGES>                       417,694
<OTHER-ASSETS>                                 212,148
<TOTAL-ASSETS>                                 4,513,318
<COMMON>                                       801,227
<CAPITAL-SURPLUS-PAID-IN>                      0
<RETAINED-EARNINGS>                            430,589
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 1,225,715
                          50,000
                                    89,945
<LONG-TERM-DEBT-NET>                           1,403,322
<SHORT-TERM-NOTES>                             0
<LONG-TERM-NOTES-PAYABLE>                      0
<COMMERCIAL-PAPER-OBLIGATIONS>                 184,800
<LONG-TERM-DEBT-CURRENT-PORT>                  65,295
                      0
<CAPITAL-LEASE-OBLIGATIONS>                    0
<LEASES-CURRENT>                               0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 1,494,241
<TOT-CAPITALIZATION-AND-LIAB>                  4,513,318
<GROSS-OPERATING-REVENUE>                      1,723,644
<INCOME-TAX-EXPENSE>                           67,984<F1>
<OTHER-OPERATING-EXPENSES>                     1,422,512
<TOTAL-OPERATING-EXPENSES>                     1,422,512
<OPERATING-INCOME-LOSS>                        301,132
<OTHER-INCOME-NET>                             12,077<F2>
<INCOME-BEFORE-INTEREST-EXPEN>                 312,792
<TOTAL-INTEREST-EXPENSE>                       114,402
<NET-INCOME>                                   130,823
                    8,059
<EARNINGS-AVAILABLE-FOR-COMM>                  122,764
<COMMON-STOCK-DIVIDENDS>                       118,828
<TOTAL-INTEREST-ON-BONDS>                      80,133
<CASH-FLOW-OPERATIONS>                         381,672
<EPS-PRIMARY>                                  1.22
<EPS-DILUTED>                                  1.22
<FN>
<F1>Tag 37 includes operating and nonoperating income taxes and is excluded
from operating expenses in Tag 39 and on the Consolidated Statement of 
Income.
<F2>Tag 41 includes $417,000 of Income from Discontinued Operations, net of
income taxes.
</FN>
        


</TABLE>


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