Mail Stop 3561
September 13, 2005
Mr. Patrick J. Goodman
Senior Vice President and Chief Financial Officer
MidAmerican Energy Holdings Company
P.O. Box 657
Des Moines, IA 50303
Re: MidAmerican Energy Holdings Company
Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 1, 2005
Forms 10-Q for Fiscal Quarters Ended
March 31, 2005 and June 30, 2005
File No. 1-14881
MidAmerican Funding LLC
Form 10-K for Fiscal Year Ended December 31, 2004
Filed February 28, 2005
Forms 10-Q for Fiscal Quarters Ended
March 31, 2005 and June 30, 2005
File No. 333-90553
MidAmerican Energy Company
Form 10-K for Fiscal Year Ended December 31, 2004
Filed February 28, 2005
Forms 10-Q for Fiscal Quarters Ended
March 31, 2005 and June 30, 2005
File No. 333-15387
Dear Mr. Goodman:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
MidAmerican Energy Holdings Company
Form 10-K for Fiscal Year Ended December 31, 2004
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 36
1. On page 14, you disclose that the Philippine power plants will
be
transferred to the power purchaser at no cost at the end of the
respective contract cooperation periods. We note that three out
of
four of the cooperation periods will end by 2007, resulting in
potentially significant reductions in your operating revenues,
earnings, and fixed asset balances. As MD&A should focus
specifically on material events known to management that would
cause
reported financial information not to be necessarily indicative of
future operating results or of future financial condition, please
revise your MD&A to describe how the end of these projects is
expected to affect your future operating results and financial
condition. See Item 303 of Regulation S-K.
Consolidated Balance Sheets, page 59
2. Based on review of your Form 10-Q for the period ended March
31,
2005, we note that you reclassified $123.6 million in auction rate
securities from cash equivalents to short term investments in the
accompanying December 31, 2004 balance sheet. As this
reclassification appears to materially impact previously reported
cash and cash equivalents, please amend your Form 10-K for the
fiscal
year ended December 31, 2004 to restate your balance sheets and
statements of cash flows to reflect the reclassification. Please
similarly amend your Form 10-K for MidAmerican Funding LLC and
MidAmerican Energy Company to reflect such reclassification.
Consolidated Statements of Cash Flows, page 62
3. Please either revise your statements of cash flows to
separately
present the cash inflows and outflows related to both affiliate
notes
and convertible preferred securities, or otherwise explain your
basis
under GAAP for netting these cash flows. See paragraphs 11-13 of
SFAS 95.
Note 2. Summary of Significant Accounting Policies, page 63
4. Please revise to specifically address your revenue recognition
policy for long-term power sales agreements in your CalEnergy
Generation - Foreign segment. Tell us the pertinent terms of the
agreements and related authoritative literature which supports
your
policy. Also tell us your consideration of the applicability of
SFAS
13, EITF 01-8 and SFAS 133 to these arrangements, particularly as
it
relates to the take-or-pay terms of the agreements and the fact
that
you transfer the generation facilities to the purchaser at the end
of
the contracted cooperation period.
Note 6. Properties, Plants and Equipment, Net, page 71
5. Please disclose accumulated depreciation associated with your
regulated and unregulated assets separately.
Note 18. Stock Transactions, page 83
6. Please revise to provide all of the disclosures required by
paragraphs 45 through 48 of SFAS 123, as it appears that you have
currently omitted a number of applicable disclosures. Otherwise,
tell us why you believe the disclosures are not required.
Note 20. Regulatory Matters, page 85
7. You disclose that you have agreed not to seek a general
increase
in electric rates in Iowa prior to 2012 unless return on equity
falls
below 10%. Similarly, you disclose that Illinois bundled electric
rates are frozen until 2007. As rates in Iowa and Illinois appear
to
be frozen for an extended period of time, please describe what
consideration you gave, if any, to the continued applicability of
SFAS 71 in such states. In doing so, please specifically address
how
you believe your current regulated rates are designed to recover
your
specific costs of providing service as discussed in paragraph 5.b
of
SFAS 71. Further, tell us if you will be able to recover certain
costs, such as storm damage costs, incurred during the rate freeze
upon or after completion of the freeze period.
Note 23. Segment Information, page 97
8. Please revise footnote (1) in the rollforward of your goodwill
balance to explain in more detail the nature of the "other
goodwill
adjustments." Ensure the explanation is clear in terms of why
each
type of adjustment is properly recorded through goodwill as
opposed
to through the statements of operations.
Item 9A. Controls and Procedures, page 101
9. Please revise your disclosure regarding changes in internal
control over financial reporting to identify any changes, rather
than
only significant changes, in your internal control over financial
reporting that have materially affected, or are reasonably likely
to
materially affect, your internal control over financial reporting.
See Item 308(c) of Regulation S-K. Additionally, given this
change,
please confirm to us that there were no changes in internal
control
over financial reporting during the fourth fiscal quarter that
materially affected, or are reasonably likely to materially
affect,
your internal control over financial reporting.
MidAmerican Funding LLC
MidAmerican Energy Company
Form 10-K for Fiscal Year Ended December 31, 2004
10. Please revise to comply with the above comments, as
applicable.
* * * *
As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. Please furnish a cover letter that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Staff Accountant Sarah Goldberg at (202)
551-
3340, or in her absence, Robyn Manuel at (202) 551-3823 if you
have
questions regarding comments on the financial statements and
related
matters. Please contact me at (202) 551-3843 with any other
questions.
Sincerely,
George F. Ohsiek, Jr.
Branch Chief
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Mr. Goodman
MidAmerican Energy Holdings Company
September 13, 2005
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