MIDAMERICAN ENERGY CO, 10-Q, 1999-11-12

MIDAMERICAN ENERGY CO
10-Q, 1999-11-12
ELECTRIC SERVICES

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

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 1999
------------------

Commission Registrant's Name, State of Incorporation, IRS Employer
File Number Address and Telephone Number Identification No.
- ----------- ------------------------------------------ ------------------

1-11505 MIDAMERICAN ENERGY COMPANY 42-1425214
(AN IOWA CORPORATION)
666 GRAND AVE. PO BOX 657
DES MOINES, IOWA 50303
515-242-4300

Securities registered pursuant to Section 12(b) of the Act:

Name of each Exchange
Title of Each Class On which Registered
------------------- ---------------------

7.98% MidAmerican Energy Company - Obligated
Preferred Securities of Subsidiary Trust New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

Preferred Stock, $3.30 Series, no par value
Preferred Stock, $3.75 Series, no par value
Preferred Stock, $3.90 Series, no par value
Preferred Stock, $4.20 Series, no par value
Preferred Stock, $4.35 Series, no par value
Preferred Stock, $4.40 Series, no par value
Preferred Stock, $4.80 Series, no par value
Preferred Stock, $5.25 Series, no par value
Preferred Stock, $7.80 Series, no par value
- -------------------------------------------------------------------------------
Title of each Class

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 registrants were
required to file such reports), and (2) have been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---

As of October 31, 1999, all 70,980,203 outstanding shares of MidAmerican Energy
Company's voting stock were held by its parent company, MHC Inc.

<PAGE>

MIDAMERICAN ENERGY COMPANY

FORM 10-Q

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION PAGE NO.

ITEM 1. Financial Statements

Independent Accountants' Report....................... 3
Consolidated Statements of Income..................... 4
Consolidated Balance Sheets........................... 5
Consolidated Statements of Cash Flows................. 6
Notes to Consolidated Financial Statements............ 7

ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..... 12

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings ................................... 27

ITEM 6. Exhibits and Reports on Form 8-K..................... 28

Signatures.................................................... 29

Exhibit Index................................................. 30

-2-

<PAGE>

INDEPENDENT ACCOUNTANTS' REPORT

Board of Directors and Shareholder
MidAmerican Energy Company
Des Moines, Iowa

We have reviewed the accompanying consolidated balance sheet of MidAmerican
Energy Company and subsidiaries (the Company) as of September 30, 1999, and the
related consolidated statements of income and cash flows for the three-month and
nine-month periods then ended. These financial statements are the responsibility
of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to such consolidated financial statements for them to be in conformity
with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

Des Moines, Iowa
October 25, 1999

-3-

MIDAMERICAN ENERGY COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS)

THREE MONTHS NINE MONTHS
ENDED SEPT. 30 ENDED SEPT. 30
------------------------ --------------------------
1999 1998 1999 1998
--------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
OPERATING REVENUES
Regulated electric .................... $ 352,861 $ 363,992 $ 894,339 $ 907,440
Regulated gas ......................... 62,472 63,156 304,532 303,644
Nonregulated .......................... 43,062 20,844 106,113 59,680
--------- ----------- ----------- -----------
458,395 447,992 1,304,984 1,270,764
--------- ----------- ----------- -----------
OPERATING EXPENSES
Regulated:
Cost of fuel, energy and capacity .. 66,072 72,460 167,739 175,860
Cost of gas sold ................... 29,474 33,127 164,928 171,096
Other operating expenses ........... 107,828 120,574 328,854 343,072
Maintenance ........................ 26,969 28,129 85,440 82,509
Depreciation and amortization ...... 49,574 44,178 146,952 132,560
Property and other taxes ........... 17,731 21,480 58,544 66,213
--------- ----------- ----------- -----------
297,648 319,948 952,457 971,310
--------- ----------- ----------- -----------
Nonregulated:
Cost of sales ...................... 40,181 18,671 98,585 52,413
Depreciation and amortization ...... 75 - 223 -
Other .............................. 3,648 2,651 11,622 5,871
--------- ----------- ----------- -----------
43,904 21,322 110,430 58,284
--------- ----------- ----------- -----------
Total operating expenses .............. 341,552 341,270 1,062,887 1,029,594
--------- ----------- ----------- -----------

OPERATING INCOME ...................... 116,843 106,722 242,097 241,170
--------- ----------- ----------- -----------

NON-OPERATING INCOME
Interest and dividend income .......... 767 1,695 2,454 5,089
Other, net ............................ (689) (1,458) (6,068) (6,448)
--------- ----------- ----------- -----------
78 237 (3,614) (1,359)
--------- ----------- ----------- -----------

FIXED CHARGES
Interest on long-term debt ............ 16,696 18,280 49,803 53,425
Other interest expense ................ 1,124 3,166 9,210 9,863
Preferred dividends of subsidiary trust 1,995 1,995 5,985 5,985
Allowance for borrowed funds .......... (311) (1,074) (917) (2,749)
--------- ----------- ----------- -----------
19,504 22,367 64,081 66,524
--------- ----------- ----------- -----------

INCOME BEFORE INCOME TAXES ............ 97,417 84,592 174,402 173,287
INCOME TAXES .......................... 38,422 35,048 68,871 72,184
--------- ----------- ----------- -----------
NET INCOME ............................ 58,995 49,544 105,531 101,103
PREFERRED DIVIDENDS ................... 1,239 1,239 3,716 3,714
--------- ----------- ----------- -----------

EARNINGS ON COMMON STOCK .............. $ 57,756 $ 48,305 $ 101,815 $ 97,389
========= =========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

-4-
<PAGE>
<TABLE>
<CAPTION>
MIDAMERICAN ENERGY COMPANY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

AS OF
-------------------------------------
SEPTEMBER 30 DECEMBER 31
----------------------- -----------
1999 1998 1998
---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
UTILITY PLANT
Electric ............................................. $4,324,766 $4,139,099 $4,258,061
Gas .................................................. 797,182 774,482 786,169
---------- ---------- ----------
5,121,948 4,913,581 5,044,230
Less accumulated depreciation and amortization ....... 2,536,944 2,393,211 2,428,954
---------- ---------- ----------
2,585,004 2,520,370 2,615,276
Construction work in progress ........................ 31,330 87,442 26,369
---------- ---------- ----------
2,616,334 2,607,812 2,641,645
---------- ---------- ----------

POWER PURCHASE CONTRACT .............................. 136,628 161,999 144,875
---------- ---------- ----------

CURRENT ASSETS
Cash and cash equivalents ............................ 1,223 12,502 5,370
Receivables .......................................... 126,897 128,700 168,764
Inventories .......................................... 106,764 88,726 92,745
Other ................................................ 30,327 29,834 32,126
---------- ---------- ----------
265,211 259,762 299,005
---------- ---------- ----------

INVESTMENTS AND NONREGULATED PROPERTY, NET ........... 216,212 164,360 183,279
---------- ---------- ----------
REGULATORY ASSETS .................................... 273,526 308,455 305,489
---------- ---------- ----------
OTHER ASSETS ......................................... 24,230 8,765 11,237
---------- ---------- ----------

TOTAL ASSETS ......................................... $3,532,141 $3,511,153 $3,585,530
========== ========== ==========

CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common shareholder's equity .......................... $1,037,294 $ 992,465 $ 972,278
MidAmerican preferred securities, not subject to
mandatory redemption ............................... 31,759 31,759 31,759
Preferred securities, subject to mandatory redemption:
MidAmerican preferred securities ................... 50,000 50,000 50,000
MidAmerican-obligated preferred securities of
subsidiary trust holding solely MidAmerican
junior subordinated debentures .................. 100,000 100,000 100,000
Long-term debt (excluding current portion) ........... 759,893 930,497 870,069
---------- ---------- ----------
1,978,946 2,104,721 2,024,106
---------- ---------- ----------
CURRENT LIABILITIES
Notes payable ........................................ 89,115 73,600 206,221
Current portion of long-term debt .................... 170,638 49,628 60,897
Current portion of power purchase contract ........... 15,034 14,361 15,034
Accounts payable ..................................... 146,989 129,119 159,420
Taxes accrued ........................................ 76,779 110,002 106,132
Interest accrued ..................................... 14,091 15,247 13,473
Other ................................................ 41,729 30,069 35,405
---------- ---------- ----------
554,375 422,026 596,582
---------- ---------- ----------
OTHER LIABILITIES
Power purchase contract .............................. 68,093 83,143 68,093
Deferred income taxes ................................ 582,173 588,284 584,675
Investment tax credit ................................ 73,173 78,847 77,421
Other ................................................ 275,381 234,132 234,653
---------- ---------- ----------
998,820 984,406 964,842
---------- ---------- ----------
TOTAL CAPITALIZATION AND LIABILITIES ................. $3,532,141 $3,511,153 $3,585,530
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.

-5-
<PAGE>
<TABLE>
<CAPTION>

MIDAMERICAN ENERGY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)

THREE MONTHS NINE MONTHS
ENDED SEPT. 30 ENDED SEPT. 30
---------------------- ----------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
NET CASH FLOWS FROM OPERATING ACTIVITIES
Net income ............................................... $ 58,995 $ 49,544 $ 105,531 $ 101,103
Adjustments to reconcile net income to net cash provided:
Depreciation and amortization ........................ 55,004 50,926 162,585 147,341
Net decrease in deferred income taxes and
investment tax credit, net ......................... (2,675) (2,951) (6,750) (8,836)
Amortization of other assets ......................... 9,328 11,162 29,335 30,195
Net cash inflow of accounts receivable sale .......... 9,668 - 5,643 -
Impact of changes in working capital ................. (51,415) (24,268) (18,536) 48,750
Other ................................................ 15,588 23,188 1,928 24,747
--------- --------- --------- ---------
Net cash provided ................................. 94,493 107,601 279,736 343,300
--------- --------- --------- ---------

NET CASH FLOWS FROM INVESTING ACTIVITIES
Utility construction expenditures ........................ (38,132) (45,633) (115,997) (114,225)
Quad Cities Nuclear Power Station
decommissioning trust fund ............................. (2,620) (2,875) (8,278) (8,533)
Proceeds from sale of assets and other investments ....... - - - 19,854
Other investing activities, net .......................... (87) 272 (1,317) (18,844)
--------- --------- --------- ---------
Net cash used .......................................... (40,839) (48,236) (125,592) (121,748)
--------- --------- --------- ---------

NET CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid ........................................... (1,239) (34,738) (40,422) (94,414)
Issuance of long-term debt, net of issuance cost ......... - - - 158,440
Retirement of long-term debt, including reacquisition cost (134) (157,879) (763) (233,490)
Reacquisition of preferred shares ........................ - (1) - (4)
Net increase (decrease) in notes payable ................. (60,785) 32,100 (117,106) (48,900)
--------- --------- --------- ---------
Net cash used .......................................... (62,158) (160,518) (158,291) (218,368)
--------- --------- --------- ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ..... (8,504) (101,153) (4,147) 3,184
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ......... 9,727 113,655 5,370 9,318
--------- --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ............... $ 1,223 $ 12,502 $ 1,223 $ 12,502
========= ========= ========= =========

ADDITIONAL CASH FLOW INFORMATION:
Interest paid, net of amounts capitalized ................ $ 16,401 $ 28,046 $ 53,614 $ 67,572
========= ========= ========= =========
Income taxes paid ........................................ $ 103,171 $ 19,194 $ 128,014 $ 52,630
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these statements.

-6-
<PAGE>

MIDAMERICAN ENERGY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A. GENERAL:

The consolidated financial statements included herein have been prepared by
MidAmerican Energy Company (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 MidAmerican, all
adjustments (consisting of normal recurring adjustments) have been made to
present fairly the financial position, the results of operations and the changes
in cash flows for the periods presented. Prior year amounts have been
reclassified to a basis consistent with the current year presentation. All
significant intercompany transactions have been eliminated. Although MidAmerican
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
included in MidAmerican's latest Annual Report on Form 10-K.

MidAmerican is a public utility with electric and natural gas operations
and is the principal subsidiary of MHC Inc. (MHC). MHC is an indirect, wholly
owned subsidiary of MidAmerican Energy Holdings Company (Holdings).

B. ENVIRONMENTAL MATTERS:

(1) MANUFACTURED GAS PLANT FACILITIES -

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

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

MidAmerican estimates the range of possible costs for investigation,
remediation and monitoring for the sites discussed above to be $21 million to
$69 million. MidAmerican's estimate of the probable total cost for these sites
as of September 30, 1999, was $29 million. This estimate has been recorded as a
liability and a regulatory asset for future recovery.

The estimate of probable remediation costs is established on a site
specific basis. The costs are accumulated in a three-step process. First, a
determination is made as to whether MidAmerican has potential legal liability
for the site and whether information exists to indicate that contaminated wastes
remain at the site. If so, the costs of performing a preliminary investigation
and the costs of removing known contaminated soil are accrued. As the
investigation is performed and if it is determined remedial action is required,
the best estimate of remediation costs is accrued. If necessary, the estimate is
revised when a consent order is issued. The estimated recorded liabilities for
these properties include incremental direct costs of the remediation effort,
costs for future

-7-
<PAGE>

monitoring at sites and costs of compensation to employees for time expected to
be spent directly on the remediation effort. 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.

The Illinois Commerce Commission (ICC) has approved the use of a tariff
rider which permits recovery of the actual costs of litigation, investigation
and remediation relating to former MGP sites. MidAmerican's present rates in
Iowa provide for a fixed annual recovery of MGP costs. MidAmerican intends to
pursue recovery of the remediation costs from other PRPs and its insurance
carriers.

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

(2) CLEAN AIR ACT -

Following recommendations provided by the Ozone Transport Assessment Group,
the EPA, in November 1997, issued a Notice of Proposed Rulemaking which
identified 22 states and the District of Columbia as making a significant
contribution to nonattainment of the ozone standard in downwind states in the
eastern half of the United States. The nonattainment of the downwind states is
based on the ozone standard established prior to the 1997 revisions discussed
below. In September 1998, the EPA issued its final rules in this proceeding.
Iowa is not subject to the emissions reduction requirements in the final rules,
and, as such, MidAmerican's facilities are not currently subject to additional
emissions reductions as a result of this initiative.

On July 18, 1997, the EPA adopted revisions to the National Ambient Air
Quality Standards (NAAQS) for ozone and a new standard for fine particulate
matter. Based on data to be obtained from monitors located throughout each
state, the EPA will determine which states have areas that do not meet the air
quality standards (i.e., areas that are classified as nonattainment). If a state
has area(s) classified as nonattainment area(s), the state is required to submit
a State Implementation Plan specifying how it will reach attainment of the
standards through emission reductions or other means.

In May 1999, the U.S. District Court of Appeals for the District of
Columbia Circuit remanded the standards adopted in July 1997 back to the EPA
indicating the EPA had not expressed sufficient justification for the basis of
establishing the standards and ruling that the EPA has exceeded its
constitutionally-delegated authority in setting the standards. The EPA has
appealed the court's ruling to the full panel of the U.S. District Court of
Appeals for the District of Columbia Circuit. On October 29, 1999, the U.S.
District Court of Appeals for the District of Columbia Circuit granted in part,
and denied in part, the petitions for panel rehearing in the case. As a result
of the court's decision and the current status of the standards, the impact of
any new standards on MidAmerican is currently unknown.

C. RATE MATTERS:

(1) ELECTRIC -

In Iowa on June 1, 1998, prices for electric residential customers were
reduced by an amount which will have a $5.0 million annual impact on revenues.
The decrease was the last of three for Iowa residential customers as a result of
a 1997 settlement agreement.

-8-
<PAGE>

Through several steps from mid-1997 to the end of 1998, electric prices for
Iowa industrial customers were reduced by an amount which will have a $6 million
annual impact on revenues, and electric prices for Iowa commercial customers
were reduced by an amount which will have a $4 million annual impact on
revenues. The reductions were achieved through a retail access pilot project,
negotiated individual electric contracts and a $1.5 million tariffed rate
reduction for certain non-contract commercial customers.

The negotiated electric contracts have differing terms and conditions as
well as prices. The contracts range in length from five to ten years, and some
have price renegotiation and early termination provisions exercisable by either
party. The vast majority of the contracts are for terms of seven years or less,
although, some large customers have agreed to ten-year contracts. Prices are set
as fixed prices; however, many contracts allow for potential price adjustments
with respect to environmental costs, government imposed public purpose programs,
tax changes, and transition costs. While the contract prices are fixed (except
for the potential adjustment elements), the costs MidAmerican incurs to fulfill
these contracts will vary. On an aggregate basis the annual revenues under
contract are approximately $180 million.

If MidAmerican's annual Iowa electric jurisdictional return on common
equity (ROE) exceeds 12%, then earnings above the 12% level will be shared
equally between customers and MidAmerican; if the ROE exceeds 14%, two-thirds of
MidAmerican's share of those earnings above the 12% level will be used for
accelerated recovery of certain regulatory assets. The 1997 pricing plan
settlement agreement precludes MidAmerican from filing for increased rates prior
to 2001 unless the ROE falls below 9%. Other parties signing the agreement are
prohibited from filing for reduced rates prior to 2001 unless the ROE after
reflecting credits to customers, exceeds 14%. On April 14, 1999, the Iowa
Utilities Board (IUB) approved, subject to additional refund, MidAmerican's 1998
ROE calculation. During the second quarter of 1999, MidAmerican refunded $2.2
million to its Iowa non-contract customers related to the ROE calculation for
1998.

Under an Illinois restructuring law enacted in 1997, a similar sharing
mechanism is in place for MidAmerican's Illinois electric operations. Two-year
average ROEs greater than a two-year average benchmark will trigger an equal
sharing of earnings on the excess. The benchmark is a calculation of average
30-year Treasury Bond rates plus 5.5% for 1998 and 1999. Legislation passed in
July 1999 increases the benchmark for 2000 through 2004 to 8.5% above the
30-year Treasury bond rate. The initial calculation, which is still being
defined and is due March 31, 2000, will be based on 1998 and 1999 results.

(2) GAS -

In October 1998, MidAmerican made a filing with the IUB requesting a rate
increase for its Iowa retail gas customers. An interim rate increase of
approximately $6.7 million annually was approved by the IUB on January 22, 1999,
effective immediately. On April 23, 1999, the IUB issued an order approving a
settlement agreement between MidAmerican, the Iowa Office of Consumer Advocate
(OCA) and other parties which provides for an annual increase of $13.9 million.
The new rates were implemented May 27, 1999.

In November 1998, MidAmerican filed with the South Dakota Public Utilities
Commission (SDPUC) requesting a rate increase for its South Dakota retail gas
customers. The SDPUC, on April 23, 1999, issued an order approving a rate
increase of $2.4 million annually, effective May 1, 1999.

D. ACCOUNTING FOR THE EFFECTS OF CERTAIN TYPES OF REGULATION:

MidAmerican's utility operations are subject to the regulation of the IUB,
the ICC, the SDPUC, and the Federal Energy Regulatory Commission (FERC).
MidAmerican's accounting policies and the accompanying Consolidated Financial
Statements conform to generally accepted accounting principles applicable to
rate-regulated enterprises and reflect the effects of the ratemaking process.

-9-
<PAGE>

Statement of Financial Accounting Standards (SFAS) No. 71 sets forth
accounting principles for operations that are regulated and meet certain
criteria. For operations that meet the criteria, SFAS 71 allows, among other
things, the deferral of costs that would otherwise be expensed when incurred. A
possible consequence of the changes in the utility industry is the discontinued
applicability of SFAS 71. The majority of MidAmerican's electric and gas utility
operations currently meet the criteria of SFAS 71, but its applicability is
periodically reexamined. On December 16, 1997, MidAmerican's generation
operations serving Illinois were no longer subject to the provisions of SFAS 71
due to passage of industry restructuring legislation in Illinois. Thus in 1997,
MidAmerican was required to write off the regulatory assets and liabilities from
its balance sheet related to its Illinois generation operations. The net amount
of such write-offs was not material. If other portions of its utility operations
no longer meet the criteria of SFAS 71, MidAmerican could be required to write
off the related regulatory assets and liabilities from its balance sheet and
thus, a material adjustment to earnings in that period could result.

E. MIDAMERICAN-OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES:

The MidAmerican Obligated Mandatorily Redeemable Preferred Securities of
Subsidiary Trust Holding Solely MidAmerican Junior Subordinated Debentures
included in the Consolidated Balance Sheets were issued by MidAmerican Energy
Financing I (the Trust), a wholly owned statutory business trust of MidAmerican.
The sole assets of the Trust are $103.1 million of MidAmerican 7.98% Series A
Debentures due 2045.

F. SEGMENT INFORMATION:

MidAmerican has two reportable operating segments: electric and gas. The
electric segment derives most of its revenue from retail sales of regulated
electricity to residential, commercial, and industrial customers and sales to
other utilities; whereas the gas segment derives most of its revenue from retail
sales of regulated natural gas to residential, commercial, and industrial
customers. The gas segment also earns significant revenues by transporting gas
owned by others through its distribution systems. Pricing for electric and gas
sales are established separately by regulatory agencies; therefore, management
also reviews each segment separately to make decisions regarding allocation of
resources and to evaluate performance. Common operating costs are allocated to
each segment.

The following tables provide certain MidAmerican information on an
operating segment basis (in thousands):

Three Months Nine Months
Ended Sept. 30 Ended Sept. 30
---------------------- ----------------------
1999 1998 1999 1998
--------- --------- --------- ---------
Electric:
Revenues ............... $ 352,861 $ 363,992 $ 894,339 $907,440
Operating income ....... 126,143 119,624 233,067 233,638
Gas:
Revenues ............... 62,472 63,156 304,532 303,644
Operating income (loss) (8,459) (11,290) 13,346 6,269
Nonregulated and other (a):
Revenues ............... 43,062 20,844 106,113 59,680
Operating income (loss). (841) (1,612) (4,316) 1,263

-10-

<PAGE>

September 30 December 31
------------------------ -----------
1999 1998 1998
---------- ---------- ----------
Total Assets:

Electric ................... $2,856,975 $2,859,896 $2,897,657
Gas ........................ 649,934 631,951 672,072
Nonregulated and other (a) . 17,232 19,306 15,801

(a) "Nonregulated and other" consists of nonregulated gas operations, CBEC
Railway and other nonregulated activities.

G. OTHER COMPREHENSIVE INCOME:

For the nine months ended September 30, 1999 and 1998, there were no
differences between MidAmerican's comprehensive income and earnings on common
stock.

-11-

<PAGE>

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

INTRODUCTION
------------

MidAmerican Energy Company (MidAmerican) is a public utility with electric
and natural gas operations and is the principal subsidiary of MHC Inc. (MHC), an
Iowa Corporation. MHC is headquartered in Des Moines, Iowa.

FORWARD-LOOKING STATEMENTS

From time to time, MidAmerican may make forward-looking statements within
the meaning of the federal securities laws that involve judgments, assumptions
and other uncertainties beyond its control. These forward-looking statements may
include, among others, statements concerning revenue and cost trends, cost
recovery, cost reduction strategies and anticipated outcomes, pricing
strategies, changes in the utility industry, planned capital expenditures,
financing needs and availability, statements of MidAmerican's expectations,
beliefs, future plans and strategies, anticipated events or trends and similar
comments concerning matters that are not historical facts. Investors and other
users of the forward-looking statements are cautioned that such statements are
not a guarantee of future performance of MidAmerican and that such
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed in, or implied
by, such statements. Some, but not all, of the risks and uncertainties include
weather effects on sales and revenues, fuel prices, fuel transportation,
competitive factors, general economic conditions in MidAmerican's service
territory, interest rates, inflation and federal and state regulatory actions.

RESULTS OF OPERATIONS
---------------------

EARNINGS DISCUSSION

MidAmerican's earnings on common stock for the third quarter of 1999 were
$57.8 million compared to $48.3 million for the third quarter of 1998. Earnings
on common stock for the nine months ended September 30, 1999 and 1998, were
$101.8 million and $97.4 million, respectively. Following is a discussion of
significant factors affecting earnings.

REGULATED GROSS MARGIN

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

Three Months Nine Months
Ended Sept. 30 Ended Sept. 30
--------------- ---------------
1999 1998 1999 1998
---- ---- ---- ----
(In millions)
Operating revenues ................ $353 $364 $894 $907
Cost of fuel, energy and capacity . 66 72 168 176
---- ---- ---- ----
Electric gross margin ......... $287 $292 $726 $731
==== ==== ==== ====

MidAmerican's electric gross margin for the three-month and nine-month
periods ended September 30, 1999, decreased $5 million from the comparable
periods in 1998. The impact of various factors affecting electric margin are
discussed in the following paragraphs.

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A decrease in revenues from energy efficiency cost recovery accounted for
$2.2 million and $6.1 million of the decrease in revenues and margin for the
three- and nine-month comparisons, respectively. Approximately $9.0 million and
$27.8 million of MidAmerican's electric revenues for the 1999 three- and
nine-month periods, respectively, were from the recovery of energy efficiency
program costs. Collection of deferred energy efficiency costs decreased in 1999
compared to the 1998 periods due to the completion of one of the four recovery
periods. Changes in revenues from energy efficiency cost recovery are
substantially offset by corresponding changes in other operating expenses. Refer
to the discussion under "Energy Efficiency" in the OPERATING ACTIVITIES AND
OTHER MATTERS section of MD&A for further discussion.

Revenues and gross margin for the 1999 periods reflect price reductions
which were not in effect, or were only partially in effect, during the 1998
periods presented. In June 1998, revenues from Iowa residential customers were
reduced $5 million annually. Since July 1997, MidAmerican has reduced revenues
from its Iowa commercial and industrial customers a total of approximately $10
million annually through negotiated contracts and a tariffed rate reduction.
These reductions were only partially in effect in the 1998 nine-month period.
Revenues from Illinois customers were reduced $0.9 million in August 1998
related to Illinois utility industry restructuring. MidAmerican also recorded a
refund accrual for a revenue sharing arrangement in Iowa. The accrual reduced
revenues and margin by $9.3 million and $18.3 million for the quarter and
year-to-date periods ended September 30, 1999, respectively. Refer to "Rate
Matters: Electric" in the OPERATING ACTIVITIES AND OTHER MATTERS section of MD&A
for a discussion of revenue sharing. The combined effect of the revenue
reductions and the revenue sharing accrual decreased revenues and electric
margin by $10.7 million for the third quarter of 1999 compared to the third
quarter of 1998 and $24.2 million for nine months ended September 30, 1999,
compared to the same period in 1998.

For the third quarter of 1999, temperatures were close to normal, resulting
in a $1 million increase in electric margin for the period. Compared to the
third quarter of 1998, which was hotter than normal, the effect of temperatures
decreased electric margin by $13 million. An increase in sales not dependent on
weather and moderate growth in the number of customers significantly offset the
effect of the milder temperatures compared to the third quarter of 1998. In
total, retail sales of electricity decreased 0.5%.

Temperatures during the nine months ended September 30, 1999, were milder
than normal resulting in an $8 million reduction of electric margin for the
period. Compared to the nine-month period ended September 30, 1998, electric
margin decreased $14 million from the effect of temperatures. An increase in
sales not dependent on weather, moderate growth in the number of customers, and
mix of sales offset the decrease due to milder temperatures. In total, retail
sales of electricity were basically unchanged.

MidAmerican also sells energy and capacity in the off-system market.
Margins on off-system sales, which account for most of MidAmerican's sales for
resale, contributed $7.0 million and $29.2 million more to gross margin in the
three- and nine-month periods ended September 30, 1999, than in the comparable
periods in 1998. The increases were due primarily to lower costs per unit of
energy sold, which in part was due to improved availability of Quad Cities
Nuclear Power Station (Quad Cities Station) in 1999. Additionally, favorable
sales prices during the hot temperatures in July 1999 contributed to the
increase.

Deregulation of the Illinois electric utility industry resulted in changes
in the way certain taxes are assessed in Illinois. One of the taxes is now
assessed directly on the energy consumer instead of through the utility.
Accordingly, MidAmerican's electric revenues and electric margin reflect
reductions of $0.3 million and $2.8 million in the quarter and nine-month period
ended September 30, 1999, respectively, for this tax collection change.

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

Three Months Nine Months
Ended Sept. 30 Ended Sept. 30
---------------- ---------------
1999 1998 1999 1998
---- ---- ---- ----
(In millions)
Operating revenues......... $ 62 $ 63 $305 $304
Cost of gas sold........... 29 33 165 171
---- ---- ---- ----
Gas gross margin....... $ 33 $ 30 $140 $133
==== ==== ==== ====

MidAmerican's regulated gas revenues include purchase gas adjustment
clauses (PGAs) through which MidAmerican is allowed to recover the cost of gas
sold from most of its gas utility customers. Consequently, fluctuations in the
cost of gas sold do not affect gross margin or net income because revenues
reflect comparable fluctuations in revenues from PGAs. A decrease in the
per-unit cost of gas for the third quarter of 1999 compared to the third quarter
of 1998 decreased revenues and cost of gas sold by approximately $3.0 million.
For the nine-month period comparison, revenues and cost of gas decreased $9.4
million due to a change in the average per-unit cost of gas.

Recovery of gas energy efficiency program costs decreased $1.2 million and
$2.0 million for the 1999 three- and nine-month periods presented compared to
the same periods in 1998. Approximately $3.2 million and $11.2 million of
MidAmerican's gas revenues for the 1999 three- and nine-month periods,
respectively, were from the recovery of gas energy efficiency program costs.
Again, changes in revenues from energy efficiency cost recovery are
substantially offset by corresponding changes in other operating expenses. Refer
to the discussion under "Energy Efficiency" in the OPERATING ACTIVITIES AND
OTHER MATTERS section of MD&A for further discussion.

On January 22, 1999, the Iowa Utilities Board (IUB) approved a $6.7 million
annual interim increase in gas rates for Iowa retail customers effective
immediately. An additional increase was implemented on May 27, 1999, as a result
of the IUB's approval of a final rate increase of $13.9 million annually. These
increases contributed approximately $2.5 million and $5.4 million to the
comparative increase in gas margin for the three- and nine-month periods ended
September 30, 1999, respectively.

Temperatures in the first nine months of 1999 were warmer than normal,
resulting in a $7 million decrease in gas gross margin for the period. Compared
to the same period in 1998, gas margin increased $3 million due to the effect of
temperatures. Customer growth resulted in a $1.6 million improvement in gas
margin in the 1999 period. In total, retail sales of natural gas in the first
nine months of 1999 increased 1.9% compared to the 1998 period.

REGULATED OPERATING EXPENSES

Other operating expenses decreased $12.7 million for the third quarter of
1999 compared to the third quarter of 1998 and decreased $14.2 million for the
nine months ended September 30, 1999, compared to the nine months ended
September 30, 1998.

As mentioned in the gross margin discussions, the recovery of one phase of
deferred energy efficiency costs is complete, and accordingly, the costs for
that phase have been fully amortized to expense. As a result, energy efficiency
costs decreased $2.6 million and $6.4 million for the three- and nine-month
period comparisons, respectively.

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<PAGE>

Reductions in marketing and sales-related expenses, gas distribution costs,
certain administrative and general costs and customer service costs also
contributed to the decrease in other operating expenses in the third quarter of
1999 compared to the third quarter of 1998.

For the nine months ended September 30, 1999, decreases in marketing and
sales expenses, customer records costs, certain employee benefits costs, gas
distribution costs and other administrative and general costs all contributed to
the decrease. The decreases were partially offset by an increase in nuclear
operating expenses.

Maintenance expenses decreased $1.2 million for the 1999 quarter due
primarily to $3.1 million of storm repair costs in the 1998 quarter. For the
nine-month period, maintenance expenses increased $2.9 million compared to the
same period in 1998 due to the timing of generating plant maintenance and
increased gas distribution and general plant maintenance. The increases in these
areas were partially offset by a $2.7 million decrease in the nine-month period
for maintenance at the Quad Cities Station.

Property and other taxes decreased $3.7 million and $7.7 million for the
three months and nine months ended September 30, 1999, respectively, compared to
the same periods in 1998. MidAmerican's Iowa property tax expense decreased for
the 1999 periods due to reduced assessed values. Deregulation of the Illinois
electric utility industry resulted in changes in the way certain taxes are
assessed in Illinois. The changes resulted in decreases in MidAmerican's tax
expense for the 1999 three- and nine-month periods compared to the 1998 periods.
One of the taxes is now assessed directly on the energy consumer instead of
through the utility. Accordingly, MidAmerican's electric revenues reflect an
equal reduction in the 1999 periods for this tax collection change.

NONREGULATED OPERATING REVENUES AND OPERATING EXPENSES

Revenues and Cost of Sales -

Revenues from wholesale natural gas marketing operations increased $14.9
million and $37.9 million for the three months and nine months ended September
30, 1999, respectively, compared to the same periods in 1998. The primary cause
of the increase in revenues for the 1999 quarter was an increase in sales
volumes. Related sales volumes increased 4 million MMBtus (50%) compared to the
third quarter of 1998 due in part to additional contracts which were previously
serviced by a nonregulated affiliate of MidAmerican. Additionally, the average
price per unit increased, driven by an increase in the average cost of gas. Cost
of sales related to natural gas marketing reflects the increases in sales
volumes and the average cost of gas. Total gross margin (total price less cost
of gas) on nonregulated natural gas sales decreased $0.7 million.

For the nine-month period, related sales volumes increased 17 million
MMBtus (68%). The increase in sales volumes is due primarily to gas marketing
contracts previously serviced by a nonregulated affiliate of MidAmerican that
started being renewed as MidAmerican contracts in May 1998. An increase in the
average price per unit, reflective of a higher cost of gas per unit, also
contributed to the increase in revenues. Cost of sales related to natural gas
marketing for the nine months ended September 30, 1999, reflects the increases
in sales and the average cost of gas per unit. Total gross margin on
nonregulated natural gas sales decreased $1.3 million compared to the first nine
months of 1998. The decrease was due to lower than anticipated gas prices in
part of the first quarter of 1999, as well as lower than anticipated sales
volumes due in part to mild weather during the same quarter.

Revenues for the 1999 periods include revenues from MidAmerican's market
access service project, which began in the third quarter of 1999. The pilot
project allows customers with at least 4 MW of load that are participating in
the project to choose their electric power supplier. MidAmerican's revenues from
project participants related to non-supply services, such as distribution and
transmission, are reflected in regulated electric revenues.

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<PAGE>

Other increases in revenues relate to growth in two of MidAmerican's
nonregulated programs and revenues of a railway subsidiary which began
operations in the fourth quarter of 1998.

Other Nonregulated Operating Expenses -

Other nonregulated operating expenses increased in the 1999 periods
compared to the same periods in 1998 due to costs of initiatives for new
nonregulated products and services.

NON-OPERATING INCOME AND INTEREST EXPENSE

Interest and Dividend Income -

Interest income decreased in the three months and nine months ended
September 30, 1999, compared to the same periods in 1998 due to decreases in
temporary cash investments and a note receivable related to the sale of
MidAmerican's accounts receivable.

Other, Net -

Other, Net reflects the discount on sold accounts receivable, net of a fee
for servicing the accounts. The net discount was recorded as an expense in
Other, Net in the amount of $1.8 million and $1.4 million for the third quarter
of 1999 and 1998, respectively. For the nine months ended September 30, the net
discount was an expense of $6.4 million and $4.4 million for 1999 and 1998,
respectively.

Fixed Charges -

The decrease in interest on long-term debt is due to long-term debt
maturities and refinancing in 1998. Other interest expense decreased in the nine
months ended September 30, 1999, compared to the 1998 nine-month period due
primarily to interest expense in 1998 related to a Federal income tax payment. A
decrease in other short-term debt interest expense in the third quarter of 1999
was due to reduced short-term borrowing requirements.

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<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

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

As reflected on the Consolidated Statements of Cash Flows, MidAmerican's
net cash provided from operating activities was $280 million and $343 million
the first nine months of 1999 and 1998, respectively.

INVESTING ACTIVITIES AND PLANS

Utility Construction Expenditures -

MidAmerican's primary need for capital is utility construction
expenditures. For the first nine months of 1999, utility construction
expenditures totaled $116 million, including allowance for funds used during
construction (AFUDC) and Quad Cities Station nuclear fuel purchases. All such
expenditures were met with cash generated from utility operations, net of
dividends.

Forecasted utility construction expenditures, including AFUDC, for 1999 are
$179 million and $720 million for 2000 through 2003. Capital expenditure needs
are reviewed regularly by MidAmerican's management and may change significantly
as a result of such reviews. MidAmerican presently expects that all utility
construction expenditures for the next five years will be met with cash
generated from utility operations, net of dividends. The actual level of cash
generated from utility operations is affected by, among other things, economic
conditions in the utility service territory, weather and federal and state
regulatory actions.

Nuclear Decommissioning -

Each licensee of a nuclear facility is required to provide financial
assurance for the cost of decommissioning its licensed nuclear facility. In
general, decommissioning of a nuclear facility means to safely remove the
facility from service and restore the property to a condition allowing
unrestricted use by the operator. Based on information presently available,
MidAmerican expects to contribute approximately $42 million during the period
1999 through 2003 to an external trust established for the investment of funds
for decommissioning the Quad Cities Station. Approximately 65% of the trust's
funds are now invested in domestic corporate debt and common equity securities.
The remainder is invested in investment grade municipal and U.S. Treasury bonds.

In addition, MidAmerican makes payments to Nebraska Public Power District
(NPPD) related to decommissioning Cooper. These payments are reflected in other
operating expenses in the Consolidated Statements of Income. NPPD estimates call
for MidAmerican to pay approximately $57 million to NPPD for Cooper
decommissioning during the period 1999 through 2003. NPPD invests the funds
predominately in U.S. Treasury Bonds and other U.S. Government securities.
Approximately 20% was invested in domestic corporate debt. MidAmerican's
obligation for Cooper decommissioning may be affected by the actual plant
shutdown date and the status of the power purchase contract at that time. In
July 1997, NPPD filed a lawsuit in United States District Court for the District
of Nebraska naming MidAmerican as the defendant and seeking a declaration of
MidAmerican's rights and obligations in connection with Cooper nuclear
decommissioning funding. Refer to Part II, Item 1. Legal Proceedings, for
further discussion of the litigation.

Cooper and Quad Cities Station decommissioning costs charged to Iowa
customers are included in base rates, and recovery of increases in those amounts
must be sought through the normal ratemaking process. Decommissioning costs
charged to Illinois customers are recovered through a rate rider on customer
billings.

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<PAGE>

FINANCING ACTIVITIES, PLANS AND AVAILABILITY

MidAmerican 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
September 30, 1999, MidAmerican had a $250 million revolving credit facility
agreement and a $5 million bank line of credit. MidAmerican's commercial paper
borrowings are supported by the revolving credit facility and the line of
credit. MidAmerican also has a revolving credit facility which is dedicated to
providing liquidity for its obligations under outstanding pollution control
revenue bonds that are periodically remarketed.

In 1997, MidAmerican entered into a revolving agreement, which expires in
2002, to sell all of its right, title and interest in the majority of its billed
accounts receivable to MidAmerican Energy Funding Corporation (Funding Corp.), a
special purpose entity established to purchase accounts receivable from
MidAmerican. Funding Corp. in turn sold receivable interests to outside
investors. In consideration for the sale, MidAmerican received $70 million in
cash and the remaining balance in the form of a subordinated note from Funding
Corp. As of September 30, 1999, the revolving cash balance was $66 million due
to a decline during the second quarter of 1999 in accounts receivable available
for sale. As part of the agreement, the creditors of Funding Corp. will be
entitled to be satisfied out of the assets of Funding Corp. prior to any value
being returned to MidAmerican or its creditors. Therefore, the accounts
receivable sold are not reflected on MidAmerican's Consolidated Balance Sheets.
As of September 30, 1999, $98.4 million of accounts receivable, net of reserves,
were sold under the agreement.

MidAmerican has authorization from the FERC to issue up to an additional
$500 million in various forms of long-term debt. MidAmerican will also need
authorization from the ICC prior to issuing any securities. If 90% or more of
the proceeds from a securities issuance are used for refinancing purposes,
MidAmerican need only provide the ICC with an "informational statement" prior to
the issuance which sets forth the type, amount and use of the proceeds of the
securities to be issued. If less than 90% of the proceeds are used for
refinancing, MidAmerican must file a comprehensive application seeking
authorization prior to issuance. The ICC is required to hold a hearing before
issuing its authorization.

OPERATING ACTIVITIES AND OTHER MATTERS

Industry Evolution -

The utility industry continues to evolve into an increasingly competitive
environment. In virtually every region of the country, legislative and
regulatory actions are being taken which result in customers having more choices
in their energy decisions.

In the electric industry, the traditional vertical integration of
generation, delivery and marketing is being unbundled, with the generation and
marketing functions being deregulated. For local gas distribution businesses,
the supply, local delivery and marketing functions are similarly being separated
and opened to competitors for all classes of customers. While retail electric
competition is presently not permitted in Iowa, MidAmerican's primary market,
legislation to do so was introduced in the Iowa legislature in the last session.
While this legislation has not passed, it is expected to be considered again by
the Iowa legislature in 2000. Deregulation of the gas supply function related to
small volume customers is also being considered by the IUB. MidAmerican is
actively participating in the legislative and regulatory processes.

The generation and retail portions of MidAmerican's electric business will
be most affected by competition. The introduction of competition in the
wholesale market has resulted in a proliferation of power

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<PAGE>

marketers and a substantial increase in market activity. As retail choice
evolves, competition from other traditional utilities, power marketers and
customer-owned generation could put pressure on utility margins.

During the transition to full competition, increased volatility in the
marketplace can be expected. With the elimination of the energy adjustment
clause in Iowa, MidAmerican is exposed to movements in energy prices. Although
MidAmerican has sufficient low cost generation under typical operating
conditions for its retail electric needs, a loss of adequate generation by
MidAmerican at a time of high market prices could subject MidAmerican to losses
on its energy sales.

Legislative and Regulatory Evolution -

In December 1997, the Governor of Illinois signed into law a bill to
restructure Illinois' electric utility industry and transition it to a
competitive market. Under the law, beginning October 1, 1999, larger
non-residential customers in Illinois and 33% of the remaining non-residential
Illinois customers are allowed to select their provider of electric supply
services. All other non-residential customers will have supplier choice starting
December 31, 2000. Residential customers all receive the opportunity to select
their electric supplier on May 1, 2002.

The law required a 15% electric rate reduction for all Illinois residential
customers in 1998. To satisfy its obligation, MidAmerican received credit for
its 1996 and 1997 Illinois rate reductions, totaling $15.5 million, and reduced
rates an additional $0.9 million annually, effective August 1, 1998. MidAmerican
is exempted from the requirement to join an independent system operator (ISO) or
to form an in-state ISO.

In addition, the law provides for Illinois earnings above a certain level
of ROE to be shared equally between customers and MidAmerican beginning in April
2000. MidAmerican's ROE level will be based on a rolling two-year average, with
the first determination being based on an average of 1998 and 1999. The ROE
level at which MidAmerican will be required to share earnings is a multi-step
calculation of average 30-year Treasury Bond rates plus 5.50% for 1998 and 1999.
Legislation passed in July 1999 increases the benchmark for 2000 through 2004 to
8.5% above the 30-year Treasury bond rate. The ROE level above which sharing
must occur for 1998 and 1999 is 11.21%. Using the same 30-year Treasury bond
average, the computed ROE level would be 13.71% for 2000 through 2004. The law
allows MidAmerican to mitigate the sharing of earnings above the threshold ROE
through accelerated cost recognition that would reduce MidAmerican's earnings.
MidAmerican continues to evaluate its strategy regarding the sharing mechanism.

The law also addresses charges to customers for transition costs based on a
lost-revenue approach. These transition fees, designed to help utilities recover
stranded costs, will end December 31, 2006, subject to possible extension.
MidAmerican continues its involvement in proceedings which detail the new
competitive environment and to evaluate the impact of the law on its operations
and the opportunities the law presents.

In Iowa, a replacement of the prior utility property tax system, which was
supported by MidAmerican, went into effect on January 1, 1999. With resolution
of the utility property tax issue, MidAmerican is pursuing the adoption of
electric utility industry restructuring legislation. Progress was made during
the 1999 Iowa legislative session, and MidAmerican continues working toward
adoption of new legislation in a future session.

Residential and Commercial Pilot Project -

On August 21, 1998, the IUB issued an Order approving MidAmerican's
proposal to allow at least 15,000 Iowa families and 2,000 small businesses to
have the opportunity to select among competing electricity providers. The
two-year pilot program will allow participating retail customers in the selected
test area to choose among several electricity providers, including MidAmerican,
and to have that energy delivered by MidAmerican.

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<PAGE>

Customer enrollment is currently allowed and the pilot may begin in 1999 should
additional suppliers register. Businesses in the test area will be eligible for
the program if their annual peak demand is less than four megawatts. New
suppliers participating in the program will have to be certified by the IUB and
meet specified requirements.

Accounting Effects of Industry Restructuring -

A possible consequence of competition in the utility industry is that SFAS
71 may no longer apply. SFAS 71 sets forth accounting principles for operations
that are regulated and meet certain criteria. For operations that meet the
criteria, SFAS 71 allows, among other things, the deferral of costs that would
otherwise be expensed when incurred. A majority of MidAmerican's electric and
gas utility operations currently meet the criteria required by SFAS 71, but its
applicability is periodically reexamined. On December 16, 1997, MidAmerican's
generation operations serving Illinois were no longer subject to the provisions
of SFAS 71 due to passage of industry restructuring legislation in Illinois.
Thus, in 1997 MidAmerican was required to write off the regulatory assets and
liabilities from its balance sheet related to its Illinois generation
operations. The net amount of such write-offs was not material. If other
portions of its utility operations no longer meet the criteria of SFAS 71,
MidAmerican could be required to write off the related regulatory assets and
liabilities from its balance sheet, and thus, a material adjustment to earnings
in that period could result. As of September 30, 1999, MidAmerican had $274
million of regulatory assets on its Consolidated Balance Sheet.

Energy Efficiency -

MidAmerican's regulatory assets as of September 30, 1999, included $47.9
million of deferred energy efficiency costs. Based on the current level of
recovery, MidAmerican expects to recover these costs by the end of 2001.
MidAmerican is also allowed to recover its ongoing energy efficiency costs on a
current basis. Recovery of these costs is being collected from customers based
on projected annual costs of $17.4 million, which may be adjusted annually.
Amortization of the deferred energy efficiency costs and current expenditures
for energy efficiency costs will be reflected in other operating expenses over
the related periods of recovery. The total of such costs for the years 1999,
2000 and 2001 is estimated to be $43 million, $40 million and $35 million,
respectively.

Rate Matters: Electric -

If MidAmerican's annual Iowa electric jurisdictional ROE exceeds 12%, then
earnings above the 12% level will be shared equally between customers and
MidAmerican; if the ROE exceeds 14%, then two-thirds of MidAmerican's share of
those earnings above the 12% level will be used for accelerated recovery of
certain regulatory assets. A 1997 pricing plan settlement agreement precludes
MidAmerican from filing for increased rates prior to 2001 unless the ROE falls
below 9%. Other parties signing the agreement are prohibited from filing

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<PAGE>

for reduced rates prior to 2001 unless the ROE, after reflecting credits to
customers, exceeds 14%. On April 14, 1999, the IUB approved, subject to
additional refund, MidAmerican's 1998 ROE calculation. During the second quarter
of 1999, MidAmerican refunded $2.2 million to its Iowa non-contract customers
related to the ROE calculation for 1998. The agreement also eliminated
MidAmerican's energy adjustment clause, and, as a result, the cost of fuel is
not directly passed on to customers.

Rate Matters: Gas -

In October 1998, MidAmerican made a filing with the IUB requesting a rate
increase for its Iowa retail gas customers. An interim rate increase of
approximately $6.7 million annually was approved by the IUB on January 22, 1999,
effective immediately. On April 23, 1999, the IUB issued an order approving a
settlement agreement between MidAmerican, the OCA and other parties which
provides for an annual increase of $13.9 million. The new rates were implemented
May 27, 1999.

In November 1998, MidAmerican filed with the South Dakota Public Utilities
Commission (SDPUC) requesting a rate increase for its South Dakota retail gas
customers. The SDPUC in April 1999 approved a rate increase of $2.4 million
annually, effective May 1, 1999.

On September 1, 1999, MidAmerican filed with the ICC requesting a rate
increase totaling $3.2 million annually for its Illinois retail gas customers.
An ICC decision is anticipated prior to August 2000.

Environmental Matters -

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

MidAmerican is evaluating 27 properties which were, at one time, sites of
gas manufacturing plants in which it may be a PRP. The purpose of these
evaluations is to determine whether waste materials are present, whether such
materials constitute an environmental or health risk, and whether MidAmerican
has any responsibility for remedial action. MidAmerican estimates the range of
possible costs for investigation, remediation and monitoring for the sites
discussed above to be $21 million to $69 million. MidAmerican's estimate of the
probable total cost for these sites as of September 30, 1999, was $29 million.
This estimate has been recorded as a liability and a regulatory asset for future
recovery through the regulatory process. Refer to Note B (1) of Notes to
Consolidated Financial Statements for further discussion of MidAmerican's
environmental activities related to MGP sites and cost recovery.

Following recommendations provided by the Ozone Transport Assessment Group,
the EPA, in November 1997, issued a Notice of Proposed Rulemaking which
identified 22 states and the District of Columbia as making significant
contribution to nonattainment of the ozone standard in downwind states in the
eastern half of the United States. The nonattainment of the downwind states is
based on the ozone standard established prior to the 1997 revisions discussed
below. In September 1998, the EPA issued its final rules in this proceeding.
Iowa is not subject to the emissions reduction requirements in the final rules,
and, as such, MidAmerican's facilities are not currently subject to additional
emissions reductions as a result of this initiative.

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<PAGE>

On July 18, 1997, the EPA adopted revisions to the NAAQS for ozone and a
new standard for fine particulate matter. Based on data to be obtained from
monitors located throughout the states, the EPA will make a determination of
whether the states have any areas that do not meet the air quality standards
(i.e., areas that are classified as nonattainment). If a state has area(s)
classified as nonattainment area(s), the state is required to submit a State
Implementation Plan specifying how it will reach attainment of the standards
through emission reductions or other means.

In December 1997, negotiators from more than 150 nations met in Kyoto,
Japan to negotiate an international agreement designed to address global climate
change impacts by attempting to reduce so-called greenhouse gas emissions. Some
scientists contend that these gases build up in the Earth's atmosphere and cause
global temperatures to rise. The primary target of these emissions is carbon
dioxide (CO2) which is formed by, among other things, the combustion of fossil
fuels. The agreement currently calls for the United States to reduce its
emissions of CO2 and other greenhouse gases to 7% below 1990 levels in the
2008-2012 time frame. The United States became a signatory to the agreement on
November 12, 1998. In order for the agreement to become binding upon the United
States, ratification by the U.S. Senate is necessary. The cost to the utility
industry in general, and to MidAmerican, of reducing its CO2 emissions levels by
7% below 1990 levels would depend on available technology at the time, but could
be material.

Quad Cities Nuclear Power Station -

Quad Cities Station is operated by, and 75% owned by, Commonwealth Edison
Company (ComEd). On May 6, 1999, the Nuclear Regulatory Commission (NRC) advised
ComEd that it had classified Quad Cities Station in the NRC's Routine Oversight
category (the best of the NRC's three new categories) for nuclear power plants,
removing the station from the Trending (adversely) Letter status initiated in
January 1998. During the first nine months of 1999, the station capacity factor
was in excess of 93.5%.

Generating Capability -

In July 1999, retail customer usage of electricity caused an hourly peak
demand of 3,833 MW on MidAmerican's energy system. MidAmerican is interconnected
with certain Iowa and neighboring utilities and is involved in an electric power
pooling agreement known as Mid-Continent Area Power Pool (MAPP). Each MAPP
participant is required to maintain for emergency purposes a net generating
capability reserve of at least 15% above its system peak demand. MidAmerican was
able to maintain its capacity reserve requirement during the hot weather in July
1999 and was not adversely affected by the resultant high prices in the
off-system market.

MidAmerican believes it has adequate electric capacity reserve and
continues to manage its generating resources to ensure an adequate reserve in
the future. However, significantly higher-than-normal temperatures during the
cooling season could cause MidAmerican's reserve to fall below the 15% minimum.
If MidAmerican fails to maintain the appropriate reserve, significant penalties
could be contractually imposed by MAPP.

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<PAGE>

ACTIVITIES REGARDING YEAR 2000 DATE ISSUES

The following discussion of year 2000 issues describes MidAmerican's plans
to address technical problems relating to calculations, manipulations, storage
and other uses of date-sensitive data which could cause some computer-controlled
systems, applications and processes (hereinafter referred to as "Systems") to
incorrectly process critical financial and operational information, or stop
processing altogether. The discussion contains by necessity many forward-looking
statements. MidAmerican wishes to avail itself of the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995, and in order to do so
includes the following meaningful cautionary statements with regard to the
forward looking statements of its year 2000 plans. MidAmerican's intentions,
expectations, and predictions relating to its year 2000 efforts are subject to
risks and uncertainties that could cause actual results to differ materially
from those expressed in, or implied by, such statements. Such risks and
uncertainties include, among others, the effects of weather, federal and state
regulatory actions, and other matters, many of which are beyond MidAmerican's
control. In addition, MidAmerican claims the full protections established by the
Year 2000 Information and Readiness Disclosure Act for Year 2000 Statements and
Year 2000 Readiness Disclosure.

Project Description -

MidAmerican has undertaken an extensive ongoing project to address its
information technology (IT) and non-IT (including embedded technology) Systems
potentially affected by the year 2000 date change. MidAmerican's approach is
based on a five-phase project methodology - inventory, assessment, planning,
resolution and implementation - designed to result in the identification and
evaluation of potential problems, and remediation of MidAmerican's Systems.
MidAmerican generally defines the five phases as follows:

1. Inventory Phase - The purpose of the inventory phase is to identify and
document Systems used by MidAmerican that may have a date-sensitive function.

2. Assessment Phase - The purpose of the assessment phase is to collect
information about inventoried Systems, including the business and technical
context in which individual Systems operate, to make an informed judgment
concerning an appropriate plan to mitigate year 2000 related risks.

3. Planning Phase - The purpose of the planning phase is to develop
strategic and tactical plans for Systems that require replacement, repairs,
upgrades or other appropriate actions (collectively referred to as "remedial
actions").

4. Resolution Phase - The purpose of the resolution phase is to execute the
plan developed during the preceding phases. Testing of Systems and/or components
of Systems, as well as any preceding or subsequent remedial action, is commenced
during this phase.

5. Implementation Phase - The purpose of the implementation phase is to
examine the Systems to determine whether they will function adequately in a
production environment and to perform follow-up administrative tasks as required
to develop appropriate documentation in support of year 2000 readiness.
MidAmerican classifies all Systems ranging from low- to high-priority based on
their importance to carrying out MidAmerican's business mission. System priority
is based on potential impacts resulting from year 2000 problems on public and
employee safety, prolonged and widespread service outages, long-term shareholder
value, and ability to comply with regulatory requirements. In the case of
low-priority Systems, year 2000 readiness may be delayed beyond January 1, 2000,
or perhaps indefinitely. MidAmerican plans to use the last two months of 1999 to
perform post-implementation testing, address selected lower priority Systems and
conduct preparedness exercises.

-23-
<PAGE>

Vendors, customers and other third parties may affect MidAmerican's ability
to achieve year 2000 readiness. Because service reliability and financial
stability are dependent on MidAmerican's supply chain, a concerted effort is
being made to investigate important third parties to assess their ability to
continue to supply products or services to, or purchase products or services
from, MidAmerican.

State of Readiness -

Due to factors such as the overlapping nature of the project phases and the
varying degree of complexity of the Systems being addressed, it is difficult to
accurately determine the status of completion of a particular phase of the
project at any given point in time. MidAmerican uses three methods to measure
the status of project completion:

1. As an entity with public utility operations, MidAmerican must comply with
certain year 2000 regulatory requirements imposed by the North American
Electric Reliability Council (NERC). NERC reporting data is limited
primarily to Systems that are directly associated with transmission grid
stability. The transmission grid consists of the interconnected
transmission systems of North American utilities. Reporting categories
include nuclear generation, non-nuclear generation, Energy Management
Systems and Supervisory Control and Data Acquisition (SCADA) system,
telecommunications systems, substation controls and system protection, and
IT business information systems. MidAmerican reported in its July
compliance filing with NERC that it is "100% Y2K Ready" on systems
considered mission-critical by NERC definition.

2. A "checklist" approach is used to monitor the completion status of each
System that is unique to a given organizational group. For example,
identical substation meters may be located in several individual
substations, but the meter is counted as only one System. All Systems are
viewed as equivalent, regardless of priority, in the checklist approach.
Systems are categorized as complete or not complete, without regard to
percentage of completion of the System in total or percentage of completion
of any particular phase of the project. As of September 30, 1999, there
were 5,554 separate Systems in MidAmerican's inventory. Of these, over 99%
had been completed.

3. MidAmerican's internally developed measure is more sensitive than the
methods discussed above and is based on business risk/priority, weighted
tasks and weighted phases. Only high- and medium-risk/priority Systems are
included in the status of completion calculation. The data related to
Systems that could impact grid stability pertains only to those Systems
that directly affect MidAmerican's customers. Also, progress toward
completion is measured. As of September 30, 1999, MidAmerican as a whole is
generally in the resolution phase. Percentage of completion for six areas
of business operations is a follows:

A. IT - Applications: 95-100% complete
B. IT - Operations & Infrastructure: 95-100% complete
C. Generation: 95-100% complete
D. Energy Delivery: 95-100% complete
E. Retail: 95-100% complete
F. Corporate Services (excluding IT): 95-100% complete

The investigation of supply chain issues consists of documenting the nature
of business relationships in correspondence, surveys and meetings with third
parties and making determinations regarding their year 2000 readiness status
based on the responses received. MidAmerican has initiated contact with vendors
and business partners it considers to represent a significant financial or
operational risk if they were to experience year 2000 problems. In addition,
interconnected utilities and wholesale customers, as well as high-volume retail
customers, have been contacted for the purpose of reviewing the status of their
year 2000 readiness efforts. To date,

-24-
<PAGE>

information made available to MidAmerican has not been uniform in terms of
quality and quantity. Although none of the information has suggested that the
year 2000 readiness efforts of these vendors, business partners and customers
have been inadequate, MidAmerican intends to maintain ongoing communications
with some third parties through the remainder of 1999. MidAmerican will also
continue monitoring information about specific products in MidAmerican's
inventory.

Costs -

As of September 30, 1999, approximately $10.2 million in operating expenses
have been incurred to carry out year 2000 activities. It is anticipated that up
to $2.8 million in additional operating expenses and capital costs will need to
be incurred to complete the project. Although additional unforeseen costs may be
incurred, at this time MidAmerican has not become aware of any material costs
which may arise in order to achieve year 2000 readiness. Future progress toward
achievement of year 2000 readiness could change this outlook.

MidAmerican has renovated or replaced several high-priority Systems (e.g.,
management information, materials management information, work management
information, customer service, electric outage management, meter control and
inventory, and others) to gain enhanced functionalities. For example, the
development and installation of a new customer service system (CSS) and related
applications was an outcome of the merger which created MidAmerican in July of
1995. Although potential year 2000 problems existing in the predecessor
companies' CSS products were recognized, the decision to implement the new CSS
was primarily in response to integration difficulties and the need for
additional application functionalities. The costs of these renovations and
replacements are not reported herein as their development and installation was
not driven by year 2000 concerns.

Contingency Plans -

A contingency plan identifying credible worst-case scenarios has been
developed. The contingency plan is comprised of both mitigation and recovery
aspects. Mitigation entails planning to reduce the impact of unresolved year
2000 problems, and recovery entails planning to restore services in the event
that year 2000 problems occur. MidAmerican's contingency plan has been reviewed
by senior management. Although the plan is substantially complete, it will be
refined throughout the remainder of the year based on results of contingency
planning drills and changes in circumstances.

Although a number of factors come into play in defining reasonably likely
worst case scenarios, the loss of voice and data communications, volatile load
patterns, and inability to control generation and/or return generation units to
service are viewed as the most serious threats. The relative seriousness of
these threats is based on recognition that the occurrence of any of these types
of problems could have an immediate and significant effect on service
reliability and financial performance.

MidAmerican participated in contingency planning drills coordinated by NERC
on April 9, 1999 and September 8-9, 1999. The drills focused on managing
problems resulting from a simulated partial loss of voice and data
communications services. During those drills, MidAmerican did not experience any
unexpected results.

Risks -

Despite the comprehensive nature of MidAmerican's year 2000 project and the
results the project is designed to produce, MidAmerican may experience random,
widespread and simultaneous failures in its generation, distribution and Systems
during year 2000 transition periods. Contingency plans for any known or
reasonably anticipated risk of interruption to the generation or distribution of
energy are being developed to plan for resources needed to be put in place to
reduce the potential outage period to a minimum. Although the impact

-25-
<PAGE>

on future operations and revenues is unknown, failure of MidAmerican's Systems
to perform because of year 2000 implications could result in operating problems
and costs material to MidAmerican.

Although management believes the project will be completed sufficiently in
advance of January 1, 2000, unforeseen and other factors could cause delays in
the project, the results of which may have a material effect on MidAmerican's
results of operations. In addition, there is no assurance that MidAmerican will
not be affected by year 2000 problems experienced by third parties.

ACCOUNTING ISSUES

In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS
133, "Accounting for Derivative Instruments and Hedging Activities", which was
delayed by SFAS 137 and is effective for fiscal years beginning after June 15,
2000. SFAS 133 requires an entity to recognize all of its derivatives as either
assets or liabilities in its statement of financial position and measure those
instruments at fair value. The Company is in the process of evaluating the
impact of this accounting standard.

-26-

<PAGE>

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
- ------- -----------------

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

Environmental Matters
- ---------------------

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

Cooper Litigation
- -----------------

On July 23, 1997, NPPD filed a Complaint, in the United States District
Court for the District of Nebraska, naming MidAmerican as the defendant and
seeking declaratory judgment as to three issues under the parties' long-term
power purchase agreement for Cooper capacity and energy. More specifically, NPPD
sought a declaratory judgment in the following respects: (1) that MidAmerican is
obligated to pay 50% of all costs and expenses associated with decommissioning
Cooper, and that in the event NPPD continues to operate Cooper after expiration
of the power purchase agreement (September 2004), MidAmerican is not entitled to
reimbursement of any decommissioning funds it has paid to date or will pay in
the future; (2) that the current method of allocating transition costs as a part
of the decommissioning cost is proper under the power purchase agreement; and
(3) that the current method of investing decommissioning funds is proper under
the power purchase agreement.

MidAmerican filed its answer and contingent counterclaims. The contingent
counterclaims filed by MidAmerican are generally as follows: (1) that
MidAmerican has no duty under the power purchase agreement to reimburse or pay
50% of the decommissioning costs unless certain conditions occur; (2) that NPPD
has the duty to repay all amounts that MidAmerican has prefunded for
decommissioning in the event NPPD operates the plant after the term of the power
purchase agreement; (3) that NPPD is equitably estopped from continuing to
operate the plant after the term of the power purchase agreement; (4) that NPPD
has granted MidAmerican an option to continue taking 50% of the power from the
plant; (5) that the term "monthly power costs" as defined in the power purchase
agreement does not include costs and expenses associated with decommissioning
the plant; (6) that MidAmerican has no duty to pay for nuclear fuel, O&M
projects or capital improvements that have useful lives after the term of the
power purchase agreement; (7) that transition costs are not included in any
decommissioning costs and expenses; (8) that NPPD has breached its duty to
MidAmerican in making investments of certain funds; (9) that reserves in certain
accounts are excessive and should be refunded to MidAmerican; and (10) that NPPD
must credit MidAmerican for certain payments by MidAmerican for low-level
radioactive waste disposal.

On October 6, 1999, the Court rendered summary judgment for NPPD on the
above-mentioned issue concerning liability for decommissioning (issue one in the
first paragraph above) and the related contingent counterclaims filed by
MidAmerican (issues one, two, three and five in the second paragraph above). The
Court referred all remaining issues in the case to mediation, and cancelled the
November 1999 trial date. MidAmerican filed with the Federal Court of Appeals
for the 8th Circuit a notice of appeal of the Court's summary judgment ruling.
MidAmerican will participate in mediation in an attempt to resolve the remaining
issues.

MidAmerican and NPPD are currently involved in discovery.

-27-

<PAGE>

North Star Steel Company
- ------------------------

On December 8, 1997, North Star Steel Company (NSS), a MidAmerican electric
retail customer, filed a Complaint in the United States District Court for the
Southern District of Iowa naming MHC and MidAmerican as defendants. The
Complaint alleged that MidAmerican's refusal to allow NSS to obtain retail
electric service from an unspecified alternative energy company amounted to a
violation of federal antitrust laws. NSS sought to recover an unspecified level
of damages, and to require MidAmerican to provide retail wheeling service so
that NSS could obtain electricity from an unnamed supplier. On June 23, 1998,
the District Court issued an Order Granting Summary Judgment in favor of
MidAmerican. On July 20, 1998, NSS appealed that decision to the United States
Court of Appeals for the Eighth Circuit. On July 7, 1999, the United States
Court of Appeals for the Eighth Circuit affirmed the District Court grant of
summary judgment in favor of MidAmerican. On October 5, 1999, NSS filed a
petition for a writ of certiorari seeking to have the U.S. Supreme Court agree
to review the adverse decision by the 8th Circuit Court of Appeals. That request
for Supreme Court review is now pending. In a related matter NSS unsuccessfully
appealed to the Iowa District Court an Iowa Utilities Board declaratory ruling
that was favorable to MidAmerican. NSS has appealed that adverse decision to the
Iowa Supreme Court.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------

(A) EXHIBITS

Exhibits Filed Herewith
- -----------------------

Exhibit 12 - Computation of ratios of earnings to fixed charges and
computation of ratios of earnings to fixed charges plus
preferred dividend requirements.

Exhibit 15 - Awareness Letter of Independent Accountants

Exhibit 27 - Financial Data Schedules (for electronic filing only).

(B) REPORTS ON FORM 8-K

None.

-28-

<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 November 12, 1999 /s/ Patrick J. Goodman
------------------- -------------------------------------------------
Patrick J. Goodman
Senior Vice President and Chief Financial Officer

-29-
<PAGE>

EXHIBIT INDEX

Exhibit No.
- -----------

12 Computation of ratios of earnings to fixed charges and computation of
ratios of earnings to fixed charges plus preferred dividend requirements.

15 Awareness Letter of Independent Accountants

27 Financial Data Schedules (for electronic filing only).

-30-

EXHIBIT 12
MIDAMERICAN ENERGY COMPANY
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)
<TABLE>
<CAPTION>

Twelve Months Ended Twelve Months Ended
September 30, 1999 December 31, 1998
-------------------------------- -------------------------------
Supplemental (a) Supplemental (a)
-------------------- ---------------------
As As
Adjustment Adjusted Adjustment Adjusted
---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Income from continuing operations ...................... $120,021 $ -- $120,021 $115,593 $ -- $115,593
-------- -------- -------- -------- ------- --------

Add (Deduct):
Total income taxes ..................................... 72,729 -- 72,729 76,042 -- 76,042
Interest on long-term debt ............................. 66,571 2,469 69,040 70,193 2,931 73,124
Other interest charges ................................. 13,475 -- 13,475 14,128 -- 14,128
Preferred stock dividends of subsidiary trust .......... 7,980 -- 7,980 7,980 -- 7,980
Interest on leases ..................................... 186 -- 186 212 -- 212
-------- -------- -------- --------- ------- --------
160,941 2,469 163,410 168,555 2,931 171,486
-------- -------- -------- --------- ------- --------

Earnings available for fixed charges ............... 280,962 2,469 283,431 284,148 2,931 287,079
-------- -------- -------- --------- ------- --------

Fixed Charges:
Interest on long-term debt ............................. 66,571 2,469 69,040 70,193 2,931 73,124
Other interest charges ................................. 13,475 -- 13,475 14,128 -- 14,128
Preferred stock dividends of subsidiary trust .......... 7,980 -- 7,980 7,980 -- 7,980
Interest on leases ..................................... 186 -- 186 212 -- 212
-------- -------- -------- --------- ------- --------
Total fixed charges ................................ 88,212 2,469 90,681 92,513 2,931 95,444
-------- -------- -------- --------- ------- --------

Ratio of earnings to fixed charges ..................... 3,19 -- 3.13 3.07 -- 3.01
======== ======== ======== ========= ======= ========

Preferred stock dividends .............................. $ 4,954 $ -- $ 4,954 $ 4,952 $ -- $ 4,952
Ratio of net income before income taxes to net income .. 1.6060 -- 1.6060 1.6578 -- 1.6578
-------- -------- -------- --------- ------- --------
Preferred stock dividend requirements before income tax 7,956 -- 7,956 8,209 -- 8,209
-------- -------- -------- --------- ------- --------
Fixed charges plus preferred stock dividend requirements 96,168 2,469 98,637 100,722 2,931 103,653
-------- -------- -------- --------- ------- --------

Ratio of earnings to fixed charges plus preferred stock
dividend requirements (pre-income tax basis) ......... 2.92 -- 2.87 2.82 -- 2.77
======== ======== ======== ========= ======== ========
</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.

-1-
<PAGE>

Twelve Months Ended Twelve Months Ended
December 31, 1997 December 31,1996
-------------------------------- -------------------------------
Supplemental (a) Supplemental (a)
---------------------- ------------------
As As
Adjustment Adjusted Adjustment Adjusted
---------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Income from continuing operations ...................... $125,941 $ -- $125,941 $165,132 $ -- $165,132
-------- -------- -------- -------- -------- --------

Add (Deduct):
Total income taxes ..................................... 76,317 -- 76,317 112,927 -- 112,927
Interest on long-term debt ............................. 78,120 3,760 81,880 79,434 3,615 83,049
Other interest charges ................................. 10,027 -- 10,027 10,842 -- 10,842
Preferred stock dividends of subsidiary trust .......... 7,980 -- 7,980 288 -- 288
Interest on leases ..................................... 268 -- 268 375 -- 375
-------- -------- -------- -------- -------- --------
172,712 3,760 176,472 203,866 3,615 207,481
-------- -------- -------- -------- -------- --------

Earnings available for fixed charges ............... 298,653 3,760 302,413 368,998 3,615 372,613
-------- -------- -------- -------- -------- --------

Fixed Charges:
Interest on long-term debt ............................. 78,120 3,760 81,880 79,434 3,615 83,049
Other interest charges ................................. 10,027 -- 10,027 10,842 -- 10,842
Preferred stock dividends of subsidiary trust .......... 7,980 -- 7,980 288 -- 288
Interest on leases ..................................... 268 -- 268 375 -- 375
-------- -------- -------- -------- -------- --------
Total fixed charges ................................ 96,395 3,760 100,155 90,939 3,615 94,554
-------- -------- -------- -------- -------- --------

Ratio of earnings to fixed charges ..................... 3.10 -- 3.02 4.06 -- 3.94
======== ======== ======== ======== ======== ========

Preferred stock dividends .............................. $ 6,488 $ -- $ 6,488 $ 10,401 $ -- $ 10,401
Ratio of net income before income taxes to net income .. 1.6060 -- 1.6060 1.6839 -- 1.6839
-------- -------- -------- -------- -------- --------
Preferred stock dividend requirements before income tax 10,420 -- 10,420 17,514 -- 17,514
-------- -------- -------- -------- -------- --------
Fixed charges plus preferred stock dividend requirements 106,815 3,760 110,575 108,453 3,615 112,068
-------- -------- -------- -------- -------- --------

Ratio of earnings to fixed charges plus preferred stock
dividend requirements (pre-income tax basis) ......... 2.80 -- 2.73 3.40 -- 3.32
======== ======== ======== ======== ======== ========
</TABLE>

-2-

<PAGE>

Twelve Months Ended Twelve Months Ended
December 31,1995 December 31, 1994
------------------------------ -------------------------------
Supplemental (a) Supplemental (a)
--------------------- ---------------------
As As
Adjustment Adjusted Adjustment Adjusted
---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Income from continuing operations ...................... $132,489 $ -- $132,489 $121,145 $ -- $121,145
-------- -------- -------- -------- -------- --------

Add (Deduct):
Total income taxes ..................................... 84,098 -- 84,098 66,759 -- 66,759
Interest on long-term debt ............................. 80,133 4,595 84,728 73,922 5,428 79,350
Other interest charges ................................. 9,396 -- 9,396 6,639 -- 6,639
Preferred stock dividends of subsidiary trust .......... -- -- -- -- -- --
Interest on leases ..................................... 1,088 -- 1,088 1,211 -- 1,211
-------- -------- -------- -------- -------- --------
174,715 4,595 179,310 148,531 5,428 153,959
-------- -------- -------- -------- -------- --------

Earnings available for fixed charges ............... 307,204 4,595 311,799 269,676 5,428 275,104
-------- -------- -------- -------- -------- --------

Fixed Charges:
Interest on long-term debt ............................. 80,133 4,595 84,728 73,922 5,428 79,350
Other interest charges ................................. 9,396 -- 9,396 6,639 -- 6,639
Preferred stock dividends of subsidiary trust .......... -- -- -- -- -- --
Interest on leases ..................................... 1,088 -- 1,088 1,211 -- 1,211
-------- -------- -------- -------- -------- --------
Total fixed charges ................................ 90,617 4,595 95,212 81,772 5,428 87,200
-------- -------- -------- -------- -------- --------

Ratio of earnings to fixed charges ..................... 3.39 -- 3.27 3.30 -- 3.15
======== ======== ======== ======== ======== ========

Preferred stock dividends .............................. $ 8,059 $ -- $ 8,059 $ 10,551 $ -- $ 10,551
Ratio of net income before income taxes to net income .. 1.6348 -- 1.6348 1.5511 -- 1.5511
-------- -------- -------- -------- -------- --------
Preferred stock dividend requirements before income tax 13,175 -- 13,175 16,366 -- 16,366
-------- -------- -------- -------- -------- --------
Fixed charges plus preferred stock dividend requirements 103,792 4,595 108,387 98,138 5,428 103,566
-------- -------- -------- -------- -------- --------

Ratio of earnings to fixed charges plus preferred stock
dividend requirements (pre-income tax basis) ......... 2.96 -- 2.88 2.75 -- 2.66
======== ======== ======== ======== ======== ========
</TABLE>

-3-

EXHIBIT 15

AWARENESS LETTER OF INDEPENDENT ACCOUNTANTS

MidAmerican Energy Company
Des Moines, Iowa

We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited consolidated interim
financial information of MidAmerican Energy Company and subsidiaries for the
three-month and nine-month and twelve-month periods ended September 30, 1999 as
indicated in our report dated October 25, 1999; because we did not perform an
audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your
Quarterly report on Form 10-Q for the quarter ended September 30, 1999, is
incorporated by reference in Registration Statement No. 333-15387 on Form S-3.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered part of a Registration Statement
prepared or certified by an accountant or a report prepared or certified by an
accountant within the meaning of Sections 7 and 11 of that Act.

DELOITTE & TOUCHE LLP

Des Moines, Iowa
November 12, 1999

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet of MidAmerican Energy Company as of September 30,
1999, and the related consolidated statements of income and cash flows for the
nine months ended September 30, 1999, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0000928576
<NAME> MIDAMERICAN ENERGY COMPANY
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,616,334
<OTHER-PROPERTY-AND-INVEST> 216,212
<TOTAL-CURRENT-ASSETS> 265,211
<TOTAL-DEFERRED-CHARGES> 273,526
<OTHER-ASSETS> 160,858
<TOTAL-ASSETS> 3,532,141
<COMMON> 560,562
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 476,732
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,037,294
150,000
31,759
<LONG-TERM-DEBT-NET> 759,893
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 89,115
<LONG-TERM-DEBT-CURRENT-PORT> 170,638
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,293,442
<TOT-CAPITALIZATION-AND-LIAB> 3,532,141
<GROSS-OPERATING-REVENUE> 1,304,984
<INCOME-TAX-EXPENSE> 68,871<F1>
<OTHER-OPERATING-EXPENSES> 1,062,887
<TOTAL-OPERATING-EXPENSES> 1,062,887
<OPERATING-INCOME-LOSS> 242,097
<OTHER-INCOME-NET> (3,614)
<INCOME-BEFORE-INTEREST-EXPEN> 238,483
<TOTAL-INTEREST-EXPENSE> 64,081
<NET-INCOME> 105,531
3,716
<EARNINGS-AVAILABLE-FOR-COMM> 101,815
<COMMON-STOCK-DIVIDENDS> 36,706
<TOTAL-INTEREST-ON-BONDS> 49,803
<CASH-FLOW-OPERATIONS> 279,736
<EPS-BASIC> 0
<EPS-DILUTED> 0
<FN>
<F1> Income Tax Expense includes operating and nonoperating income
taxes and is excluded from Total Operating Expenses above and on the
Consolidated Statement of Income.
</FN>

</TABLE>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet of MidAmerican Energy Company as of September 30,
1998, and the related consolidated statements of income and cash flows for the
nine months ended September 30, 1998, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<RESTATED>
<CIK> 0000928576
<NAME> MIDAMERICAN ENERGY COMPANY
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,607,812
<OTHER-PROPERTY-AND-INVEST> 164,360
<TOTAL-CURRENT-ASSETS> 259,762
<TOTAL-DEFERRED-CHARGES> 308,455
<OTHER-ASSETS> 170,764
<TOTAL-ASSETS> 3,511,153
<COMMON> 560,595
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 431,870
<TOTAL-COMMON-STOCKHOLDERS-EQ> 992,465
150,000
31,759
<LONG-TERM-DEBT-NET> 930,497
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 73,600
<LONG-TERM-DEBT-CURRENT-PORT> 49,628
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,283,204
<TOT-CAPITALIZATION-AND-LIAB> 3,511,153
<GROSS-OPERATING-REVENUE> 1,270,764
<INCOME-TAX-EXPENSE> 72,184
<OTHER-OPERATING-EXPENSES> 1,029,594
<TOTAL-OPERATING-EXPENSES> 1,029,594
<OPERATING-INCOME-LOSS> 241,170
<OTHER-INCOME-NET> (1,359)
<INCOME-BEFORE-INTEREST-EXPEN> 239,811
<TOTAL-INTEREST-EXPENSE> 66,524
<NET-INCOME> 101,103
3,714
<EARNINGS-AVAILABLE-FOR-COMM> 97,389
<COMMON-STOCK-DIVIDENDS> 90,700
<TOTAL-INTEREST-ON-BONDS> 53,425
<CASH-FLOW-OPERATIONS> 343,300
<EPS-BASIC> 0
<EPS-DILUTED> 0

</TABLE>