CALENERGY COMPANY, INC. 401(K) SAVINGS PLAN Financial Statements for the Years Ended December 31, 1997 and 1996, Supplemental Schedules for the Year Ended December 31, 1997 and Independent Auditors' Report CALENERGY COMPANY, INC. 401(K) SAVINGS PLAN TABLE OF CONTENTS Page Independent Auditors' Report 1 Financial Statements: Statements of Net Assets Available for Benefits as of December 31, 1997 and 1996 2-3 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1997 and 1996 4-5 Notes to Financial Statements 6-8 Supplemental Schedules: Item 27a - Schedule of Assets Held for Investment Purposes at December 31, 1997 9 Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1997 10 Supplemental schedules not listed above are omitted because of the absence of conditions under which they are required. Exhibit I - Independent Auditors' Consent 11 INDEPENDENT AUDITORS' REPORT To the Trustees of CalEnergy Company, Inc. 401(k) Savings Plan We have audited the accompanying statements of net assets available for benefits of CalEnergy Company, Inc. 401(k) Savings Plan (the "Plan") as of December 31, 1997 and 1996, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1997 and 1996, and changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the table of contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information by fund in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present net assets available for benefits and changes in net assets available for benefits of the individual funds. The supplemental schedules and supplemental information by fund is the responsibility of the Plan's management. Such supplemental schedules and supplemental information by fund have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. DELOITTE & TOUCHE LLP Omaha, Nebraska June 23, 1998 CALENERGY COMPANY, INC. 401(k) SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1997 Supplemental Information by Fund Dreyfus Dreyfus Capital Capital New Dreyfus Preservation Value Leaders GNMA Loan ASSETS Total Fund Fund Fund Fund Fund INVESTMENTS, at fair value: Capital Preservation Fund $3,701,224 $3,701,224 $ - $ - $ - $ - Dreyfus Capital Value Fund 177,737 - 177,737 - - - Dreyfus New Leaders Fund 8,239,774 - - 8,239,774 - - Dreyfus GNMA Fund 2,360,965 - - - 2,360,965 - Loan Fund 1,512,997 - - - - 1,512,997 CalEnergy Stock 5,722,543 - - - - - Money Market Fund 19,560 - - - - - Dreyfus Strategic Income 177,367 - - - - - Dreyfus Disciplined Stock Fund 1,804,476 - - - - - Dreyfus Apprecation Fund 1,609,851 - - - - - Total investments 25,326,494 3,701,224 177,737 8,239,774 2,360,965 1,512,997 CONTRIBUTIONS RECEIVABLE: Employer 160,625 20,892 - 50,766 13,474 - NET ASSETS AVAILABLE FOR BENEFITS 25,487,119 3,722,116 177,737 8,290,540 2,374,439 1,512,997 The accompanying notes are an integral part of the financial statements. CALENERGY COMPANY, INC. 401(k) SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1997 Supplemental Information by Fund Dreyfus Dreyfus Disciplined Dreyfus CalEnergy Strategic Stock Appreciation ASSETS Total Stock Income Fund Fund INVESTMENTS, at fair value: Capital Preservation Fund $3,701,224 - - - - Dreyfus Capital Value Fund 177,737 - - - - Dreyfus New Leaders Fund 8,239,774 - - - - Dreyfus GNMA Fund 2,360,965 - - - - Loan Fund 1,512,997 - - - - CalEnergy Stock 5,722,543 5,722,543 - - - Money Market Fund 19,560 19,560 - - - Dreyfus Strategic Income 177,367 - 177,367 - - Dreyfus Disciplined Stock Fund 1,804,476 - - 1,804,476 - Dreyfus Apprecation Fund 1,609,851 - - - 1,609,851 Total investments 25,326,494 5,742,103 177,367 1,804,476 1,609,851 CONTRIBUTIONS RECEIVABLE: Employer 160,625 40,098 2,375 14,253 18,767 NET ASSETS AVAILABLE FOR BENEFITS 25,487,119 5,782,201 179,742 1,818,729 1,628,618 The accompanying notes are an integral part of the financial statements. CALENERGY COMPANY, INC. 401(k) SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1996 Supplemental Information by Fund Dreyfus Dreyfus New England Capital Capital New Dreyfus Guaranteed Preservation Value Leaders GNMA Investment Loan ASSETS Total Fund Fund Fund Fund Fund Fund INVESTMENTS, at fair value: Capital Preservation Fund 3,965,776 3,965,776 - - - - - Dreyfus Capital Value Fund 590,229 - 590,229 - - - - Dreyfus New Leaders Fund 7,590,567 - - 7,590,567 - - - Dreyfus GNMA Fund 2,756,684 - - - 2,756,684 - - Loan Fund 1,523,623 - - - - - 1,523,623 CalEnergy Stock 5,535,919 - - - - - - Money Market Fund 30,046 17,800 - 18 - - - New England Guaranteed Investment Fund 800,191 - - - - 800,191 - Dreyfus Strategic Income 36,926 - - - - - - Dreyfus Disciplined Stock Fund 918,447 - - - - - - Dreyfus Apprecation Fund 346,410 - - - - - - Total investments 24,094,818 3,983,576 590,229 7,590,585 2,756,684 800,191 1,523,623 CONTRIBUTIONS RECEIVABLE: Employer 188,642 34,638 - 75,660 20,321 - - Employee 94,110 20,043 - 36,168 10,997 - - Total contributions receivable 282,752 54,681 - 111,828 31,318 - - NET ASSETS AVAILABLE FOR BENEFITS 24,377,570 4,038,257 590,229 7,702,413 2,788,002 800,191 1,523,623 The accompanying notes are an integral part of the financial statements. CALENERGY COMPANY, INC. 401(k) SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1996 Supplemental Information by Fund Dreyfus Dreyfus Disciplined Dreyfus CalEnergy Strategic Stock Appreciation ASSETS Total Stock Income Fund Fund INVESTMENTS, at fair value: Capital Preservation Fund 3,965,776 - - - - Dreyfus Capital Value Fund 590,229 - - - - Dreyfus New Leaders Fund 7,590,567 - - - - Dreyfus GNMA Fund 2,756,684 - - - - Loan Fund 1,523,623 - - - - CalEnergy Stock 5,535,919 5,535,919 - - - Money Market Fund 30,046 12,161 - 12 55 New England Guaranteed Investment Fund 800,191 - - - - Dreyfus Strategic Income 36,926 - 36,926 - - Dreyfus Disciplined Stock Fund 918,447 - - 918,447 - Dreyfus Appreciation Fund 346,410 - - - 346,410 Total investments 24,094,818 5,548,080 36,926 918,459 346,465 CONTRIBUTIONS RECEIVABLE: Employer 188,642 41,619 892 6,844 8,668 Employee 94,110 19,763 542 2,764 3,833 Total contributions receivable 282,752 61,382 1,434 9,608 12,501 NET ASSETS AVAILABLE FOR BENEFITS 24,377,570 5,609,462 38,360 928,067 358,966 The accompanying notes are an integral part of the financial statements. CALENERGY COMPANY, INC. 401(k) SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1997 Supplemental Information by Fund Dreyfus Dreyfus New England Capital Capital New Dreyfus Guaranteed Preservation Value Leaders GNMA Investment Loan Total Fund Fund Fund Fund Fund Fund ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment Income: Interest 471,309 224,613 - 93,261 - 19,665 131,899 Dividend income 206,514 85 25,923 - 144,741 - - Net appreciation (depreciation) in the fair value of investments 789,966 - (137,083) 1,320,440 (26,354) - - Net investment income 1,467,789 224,698 (111,160) 1,413,701 118,387 19,665 131,899 Contributions: Employer 1,204,795 193,090 - 443,543 116,622 - - Employee 2,518,823 449,717 - 862,098 261,667 - - Rollovers 47,501 846 - 5,381 1,270 - - Total contributions 3,771,119 643,653 - 1,311,022 379,559 - - Total additions 5,238,908 868,351 (111,160) 2,724,723 497,946 19,665 131,899 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions to terminated participants (2,064,257)(537,906) (41,161) (647,236) (175,303) - (207,553) Other distributions (2,065,102)(453,827) (43,947) (319,144) (153,203)(819,856) (15,943) Total deductions (4,129,359)(991,733) (85,108) (966,380) (328,506)(819,856)(223,496) NET TRANSFERS AMONG FUNDS - (192,759) (216,224)(1,170,216)(583,003) - 80,971 NET INCREASE (DECREASE) 1,109,549 (316,141) (412,492) 588,127 (413,563)(800,191) (10,626) NET ASSETS AVAILABLE FOR BENEFITS, Beginning of the Year 24,377,570 4,038,257 590,229 7,702,413 2,788,002 800,191 1,523,623 NET ASSETS AVAILABLE FOR BENEFITS, End of the Year 25,487,119 3,722,116 177,737 8,290,540 2,374,439 - 1,512,997 The accompanying notes are an integral part of the financial statements. CALENERGY COMPANY, INC. 401(k) SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1997 Dreyfus Dreyfus Disciplined Dreyfus CalEnergy Strategic Stock Appreciation Total Stock Income Fund Fund ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment Income: Interest 471,309 1,871 - - - Dividend income 206,514 - 11,262 11,781 12,722 Net appreciation (depreciation) in the fair value of investments 789,966 (943,866) 6,199 374,662 195,968 Net investment income 1,467,789 (941,995) 17,461 386,443 208,690 Contributions: Employer 1,204,795 285,704 9,634 68,417 87,785 Employee 2,518,823 580,897 20,220 144,895 199,329 Rollovers 47,501 10,269 1,270 13,212 15,253 Total contributions 3,771,119 876,870 31,124 226,524 302,367 Total additions 5,238,908 (65,125) 48,585 612,967 511,057 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions to terminated participants (2,064,257) (299,251) (38,665) (84,961) (32,221) Other distributions (2,065,102) (163,310) (14,360) (28,390) (53,122) Total deductions (4,129,359) (462,561) (53,025) (113,351) (85,343) NET TRANSFERS AMONG FUNDS - 700,425 145,822 391,046 843,938 NET INCREASE (DECREASE) 1,109,549 172,739 141,382 890,662 1,269,652 NET ASSETS AVAILABLE FOR BENEFITS, Beginning of the Year 24,377,570 5,609,462 38,360 928,067 358,966 NET ASSETS AVAILABLE FOR BENEFITS, End of the Year 25,487,119 5,782,201 179,742 1,818,729 1,628,618 The accompanying notes are an integral part of the financial statements. CALENERGY COMPANY, INC. 401(k) SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1996 Supplemental Information by Fund Dreyfus Dreyfus New England Capital Capital New Dreyfus Guaranteed Preservation Value Leaders GNMA Investment Loan Total Fund Fund Fund Fund Fund Fund ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment Income: Interest 384,959 214,522 - 12,315 - 35,569 120,577 Dividend income 786,843 189 35,545 520,210 166,792 - - Net appreciation (depreciation) in the fair value of investments 2,444,956 - (74,146) 415,476 (53,702) - - Net investment income 3,616,758 214,711 (38,601) 948,001 113,090 35,569 120,577 Contributions: Employer 1,067,142 216,504 54,462 407,741 149,427 - - Employee 2,531,202 518,477 136,949 959,108 359,584 - - Rollovers 2,097,877 68,708 3,995 1,019,270 137,118 - 67,312 Total contributions 5,696,221 803,689 195,406 2,386,119 646,129 - 67,312 Total additions 9,312,979 1,018,400 156,805 3,334,120 759,219 35,569 187,889 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions to terminated participants (1,516,408) (455,486) (75,924) (414,302)(246,237) - (93,423) NET TRANSFERS AMONG FUNDS - (260,433)(188,591) 58,928 (427,428) - 264,189 NET INCREASE (DECREASE) 7,796,571 302,481 (107,710)2,978,746 85,554 35,569 358,655 NET ASSETS AVAILABLE FOR BENEFITS, Beginning of the Year 16,580,999 3,735,776 697,939 4,723,667 2,702,448 764,622 1,164,968 NET ASSETS AVAILABLE FOR BENEFITS, End of the Year 24,377,570 4,038,257 590,229 7,702,413 2,788,002 800,191 1,523,623 The accompanying notes are an integral part of the financial statements. CALENERGY COMPANY, INC. 401(k) SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31,1996 Dreyfus Disciplined Dreyfus CalEnergy Strategic Stock Appreciation Total Stock Income Fund Fund ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment Income: Interest 384,959 1,976 - - - Dividend income 786,843 - 241 60,626 3,240 Net appreciation (depreciation) in the fair value of investments 2,444,956 2,177,781 127 (21,458) 878 Net investment income 3,616,758 2,179,757 368 39,168 4,118 Contributions: Employer 1,067,142 222,604 892 6,844 8,668 Employee 2,531,202 529,522 1,973 9,492 16,097 Rollovers 2,097,877 35,138 - 766,336 - Total contributions 5,696,221 787,264 2,865 782,672 24,765 Total additions 9,312,979 2,967,021 3,233 821,840 28,883 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions to terminated participants (1,516,408)(231,036) - - - NET TRANSFERS AMONG FUNDS - 81,898 35,127 106,227 330,083 NET INCREASE (DECREASE) 7,796,571 2,817,883 38,360 928,067 358,966 NET ASSETS AVAILABLE FOR BENEFITS, Beginning of the Year 16,580,999 2,791,579 - - - NET ASSETS AVAILABLE FOR BENEFITS, End of the Year 24,377,570 5,609,462 38,360 928,067 358,966 The accompanying notes are an integral part of the financial statements. CALENERGY COMPANY, INC. 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1997 AND 1996 1. DESCRIPTION OF PLAN The following description of the CalEnergy Company, Inc. 401(k) Savings Plan (the "Plan") provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan's provisions. General - On August 26, 1989, CalEnergy Company, Inc. (the "Company") established the Plan with an effective date retroactive to January 1, 1989. The Plan is a defined contribution plan covering all active employees of the Company. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. Effective November 5, 1996, assets of $1,816,337 of the Falcon Seaboard Resources, Inc. 401(k) Profit Sharing Plan were merged into the Plan. Trustee - The Dreyfus Trust Company ("Dreyfus") is the Plan Trustee and executes all investment transactions and recordkeeping. All investment transactions are determined based on the allocation of investments as directed by the participants. Contributions - Participants may make salary deferrals up to a maximum of the lesser of 15% of the participant's eligible salary or $9,500 per year in 1997 and 1996. The Company matches employee contributions at 100 percent of the first $1,000 of employees deferral up to a maximum of 10 percent of each participant's eligible earnings as defined and 30 percent of the amount above $1,000 up to 10 percent of each participant's eligible earnings as defined. Participant Accounts - Each participant's account is credited with the participant's contribution and an allocation of (a) the Company's contribution and (b) Plan earnings (or losses). Allocations are based on participant earnings on account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Vesting - Participants are immediately vested in their salary deferral contributions, the Company's matching contributions and net earnings thereon. Payment of Benefits - Upon termination of service, a participant may elect to receive a lump-sum distribution equal to the fair value of his or her account or maintain the account with the Plan until retirement. "Pre-'91 Accruals," as defined, may be payable in the form of non-transferable annuity contracts. 2. SUMMARY OF ACCOUNTING POLICIES Basis of Accounting - The accompanying financial statements have been prepared on the accrual basis of accounting. Investments - Investments are stated at fair value. The Company common stock is valued at the last published sales price at the end of the Plan year. The Dreyfus funds and the Capital Preservation Fund are valued at quoted market prices. Participant loans are valued at cost which approximates fair value. The CalEnergy stock fund includes a balance of 199,045 and 164,637 shares of the Company's common stock at December 31, 1997 and 1996, respectively. Net Appreciation (Depreciation) in the Fair Value of Investments - The Plan presents in the statement of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Such amounts are based on the beginning of the year fair value, or cost if purchased during the year. Administrative Expenses - All costs of Plan administration are paid by the Company. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. OTHER DISTRIBUTIONS Effective July 1, 1997, the accounts for employees of a subsidiary of the Company were transferred to a third party in connection with the sale of that subsidiary on June 30, 1997. Total assets transferred amounted to $2,065,102. 4. TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated October 31, 1996, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan sponsor believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan's financial statements. 5. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event the Plan is terminated, affected participants will receive all amounts credited to their accounts. 6. LOANS TO PARTICIPANTS Active participants may borrow from their vested account balances subject to certain limitations. These loans bear interest at the prime rate plus 1% (which is fixed at the inception of the loan) and maturities may not exceed five years. At December 31, 1997 and 1996, loans outstanding bear interest rates ranging from 9.25% to 10.0%. 7. RELATED PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by the Dreyfus Trust Company. The Dreyfus Trust Company is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest. In addition, transactions of the CalEnergy stock fund qualify as party-in- interest. CALENERGY COMPANY, INC. 401(k)SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1997 Column A Column B Column C Column D Column E Description of Investment, Including Collateral, Rate Identity of Issuer, of Interest, Maturity Date Current Borrower, Lessor, or Par, or Maturity Value Cost Value Similar Party LaSalle National Trust Capital Preservation Fund $3,701,224 $3,701,224 * Dreyfus Corporation Capital Value Fund 319,142 177,737 * Dreyfus Corporation New Leaders Fund 7,099,314 8,239,774 * Dreyfus Corporation GNMA Fund 2,400,351 2,360,965 * CalEnergy CalEnergy Common Stock, Company, Inc. 199,045 shares 4,890,555 5,742,103 * Dreyfus Corporation Loan Fund, interest rates - 1,512,997 ranging from 9.25% to 10% * Dreyfus Corporation Strategic Income 192,617 177,367 * Dreyfus Corporation Disciplined Stock Fund 1,685,375 1,804,476 * Dreyfus Corporation Appreciation Fund 1,452,286 1,609,851 Total investments $21,740,864$25,326,494 * Party-in-interest. CALENERGY COMPANY, INC. 401(k) SAVINGS PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1997 Series Transactions, When Aggregated, Involving an Amount in Excess of Five Percent of the Current Value of Plan Assets Column A Column B Column C Column D Column E Column F Column G Total Total Dollar Dollar Number of Number of Value Value Net Gain Identity of Party Description of Purchases Sales Purchases Sales (Loss) Involved Asset * Dreyfus Appreciation Fund 137 32 $1,348,543 $ 364,398 $ 26,365 Corporation * CalEnergy Common Stock 109 41 2,268,901 1,360,850 561,610 Company, Inc. * Dreyfus New Leaders 100 103 1,735,695 2,474,721 334,937 Corporation Fund * Dreyfus GNMA Fund 63 115 555,130 972,657 8,659 Corporation LaSalle Capital 112 117 1,800,490 2,041,381 - National Trust Preservation Fund * Dreyfus Disciplined 115 38 849,617 396,215 38,529 Corporation Stock Fund * Party-in-Interest. EXHIBIT I INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-52147 of CalEnergy Company, Inc. on Form S-8 of our report dated June 23, 1998, appearing in this Annual Report on Form 11-K of CalEnergy Company, Inc. 401(k) Savings Plan for the year ended December 31, 1997. DELOITTE & TOUCHE LLP Omaha, Nebraska June 26, 1998