UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
[Fee Required]
For the fiscal year ended ____December 31, 1995____
or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[No Fee Required]
For the transition period from _______________________ to ______________________
Commission file number ____1-11505____
MIDAMERICAN ENERGY COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
IOWA 42-1425214
--------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
666 Grand Ave., P.O. Box 657, Des Moines, Iowa 50303
---------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 515-242-4300
Securities registered pursuant to Section 12(b) of the
Act:
Name of each exchange
Title of each class on which registered
- --------------------------------------------- -----------------------
COMMON STOCK, NO PAR VALUE NEW YORK STOCK EXCHANGE
PREFERRED STOCK, $1.7375 SERIES, NO PAR VALUE 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
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X*_ No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K /X/.
The aggregate market value of voting stock held by non-affiliates of the
registrant was $1,824,198,890 as of February 26, 1996, when 100,751,713 shares
of common stock, without par value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Company's Annual Report to Shareholders for 1995 is
incorporated by reference in Parts I and II hereof. A portion of the Company's
Proxy Statement relating to its 1996 Annual Meeting of Shareholders is
incorporated by reference in Part III hereof.
*MidAmerican Energy Company ("MidAmerican") is the successor by merger of
Midwest Resources Inc. ("Midwest Resources"), Midwest Power Systems Inc.
("Midwest Power") and Iowa-Illinois Gas and Electric Company ("Iowa-Illinois")
with and into MidAmerican. The effective date of the merger was July 1, 1995,
and prior to such effective date, MidAmerican had no assets or operations.
Prior to such effective date, each of Iowa-Illinois, Midwest Resources and
Midwest Power was subject to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and accordingly
filed in a timely manner all reports required to be filed pursuant to Sections
13 or 15(d) of the Exchange Act during the preceding 12 months.
2
MIDAMERICAN ENERGY COMPANY
1995 FORM 10--K ANNUAL REPORT
TABLE OF CONTENTS
PAGE
-----
PART I
Item 1 Business
General Development of Business.............................................................. 4
Financial Information About Industry Segments................................................ 4
Narrative Description of Business............................................................ 4
General.................................................................................... 4
Rate Matters............................................................................... 6
Electric Operations........................................................................ 7
Natural Gas Operations..................................................................... 9
Construction Program....................................................................... 10
General Utility Regulation................................................................. 10
Nuclear Regulation......................................................................... 11
Environmental Regulations.................................................................. 12
InterCoast Energy Company.................................................................. 13
Midwest Capital Group...................................................................... 14
Item 2 Properties..................................................................................... 15
Item 3 Legal Proceedings.............................................................................. 17
Item 4 Submission of Matters to a Vote of Security Holders............................................ 17
Other Information
Executive Officers of the Registrant........................................................... 18
Business Transaction Policy Statement.......................................................... 18
PART II
Item 5 Market for the Registrant's Common Equity and Related Stockholder Matters...................... 19
Item 6 Selected Financial Data........................................................................ 19
Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations.......... 20
Item 8 Financial Statements and Supplementary Data.................................................... 20
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure...................................................................... 20
PART III
Item 10 Directors and Executive Officers of the Registrant............................................. 20
Item 11 Executive Compensation......................................................................... 20
Item 12.. Security Ownership of Certain Beneficial Owners and Management................................. 20
Item 13 Certain Relationships and Related Transactions................................................. 20
PART IV
Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K............................... 21
Signatures................................................................................................ 26
Exhibits Index............................................................................................ 29
3
PART I
ITEM 1. BUSINESS
(A) GENERAL DEVELOPMENT OF BUSINESS
MidAmerican Energy Company (MidAmerican or the Company), an Iowa
corporation, was formed on July 1, 1995, through the merger of Iowa-Illinois Gas
and Electric Company (Iowa-Illinois), Midwest Resources Inc. (Midwest Resources)
and Midwest Power Systems Inc. (Midwest). The merger was accounted for as a
pooling-of-interests. MidAmerican is primarily engaged in the business of
generating, transmitting, distributing and selling electric energy and
distributing, selling and transporting natural gas. The Company has two wholly
owned subsidiaries: InterCoast Energy Company (InterCoast) and Midwest Capital
Group, Inc. (Midwest Capital). InterCoast engages in nonregulated energy-related
businesses. Midwest Capital conducts economic development activities in the
Company's service territory. Prior to the merger, Iowa-Illinois was engaged in
business activities similar to those of MidAmerican. InterCoast was a wholly
owned subsidiary of Iowa-Illinois. Midwest Resources was an exempt public
utility holding company with two wholly owned subsidiaries: Midwest and Midwest
Capital. Midwest was engaged in utility activities similar to those of
MidAmerican and Midwest Capital was engaged in nonregulated business activities.
In January 1996, the Company's board of directors approved an Agreement and
Plan of Exchange related to the formation of MidAmerican Energy Holdings Company
(Holdings), a holding company. Holdings will have three wholly owned
subsidiaries, MidAmerican (utility operations), Midwest Capital and InterCoast.
Consummation of the holding company structure is subject to approval by holders
of a majority of the outstanding shares of the Company's common stock. In
addition, certain orders must be received from the Illinois Commerce Commission
(ICC), the Iowa Utilities Board (IUB), the Federal Energy Regulatory Commission
(FERC) and the Nuclear Regulatory Commission (NRC). Subject to the receipt of
such orders, each share of MidAmerican common stock will be exchanged for one
share of Holdings common stock. It is management's intent, if possible, to
complete the formation of the holding company and share exchange by the end of
1996.
(B) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
Financial information on the Company's segments of business is included
under the Note "Segment Information" on page 35 of the Company's Annual Report
to Shareholders for 1995, which page is incorporated herein by reference.
(C) NARRATIVE DESCRIPTION OF BUSINESS
GENERAL
The Company distributes electric energy in Council Bluffs, Des Moines, Fort
Dodge, Iowa City, Sioux City and Waterloo, Iowa, the Quad-Cities (Davenport and
Bettendorf, Iowa and Rock Island, Moline and East Moline, Illinois) and a number
of adjacent communities and areas.
The Company distributes natural gas in Cedar Rapids, Des Moines, Fort Dodge,
Iowa City, Sioux City and Waterloo, Iowa; the Quad-Cities; Sioux Falls, South
Dakota; and a number of adjacent communities and areas.
4
MidAmerican's electric and gas operations are conducted under franchises,
certificates, permits and licenses obtained from state and local authorities.
The franchises, with various expiration dates, are typically for 25-year terms.
The population of the Company's utility service territory is approximately
1.7 million. As of December 31, 1995, the Company had 635,000 retail electric
customers and 601,000 natural gas customers.
The Company has a residential, agricultural, commercial and diversified
industrial customer group, in which no single industry or customer accounted for
more than 3.5% (food and kindred products industry) of the Company's total 1995
electric operating revenues or 3.6% (food and kindred products industry) of its
total 1995 gas operating margin. Among the primary industries served by the
Company are those which are concerned with the manufacturing, processing and
fabrication of primary metals, real estate, food products, farm and other non-
electrical machinery, and cement and gypsum products.
For the year ended December 31, 1995, the Company derived approximately 64%
of its gross operating revenues from its electric business and 27% from its gas
business. For 1994 and 1993, the corresponding percentages were 60% electric and
29% gas, and 60% electric and 32% gas, respectively.
Historical electric sales by customer class as a percent of total electric
sales and retail electric sales data by state as a percent of total retail sales
are shown below:
TOTAL ELECTRIC SALES
BY CUSTOMER CLASS
1995 1994 1993
----------- ----------- -----------
Residential.................................................. 23.2% 24.7% 22.7%
Small General Service........................................ 19.1 22.3 19.9
Large General Service........................................ 26.1 28.0 24.5
Other........................................................ 4.7 5.2 4.7
Sales for Resale............................................. 26.9 19.8 28.2
----- ----- -----
Total.................................................... 100.0% 100.0% 100.0%
----- ----- -----
----- ----- -----
RETAIL ELECTRIC SALES
BY STATE
1995 1994 1993
----------- ----------- -----------
Iowa......................................................... 89.5% 88.6% 88.7%
Illinois..................................................... 9.9 10.9 10.9
South Dakota................................................. 0.6 0.5 0.4
----- ----- -----
Total.................................................... 100.0% 100.0% 100.0%
----- ----- -----
----- ----- -----
5
Historical gas sales, excluding transportation throughput, by customer class
as a percent of total gas sales and by state as a percent of total retail gas
sales are shown below:
TOTAL GAS SALES
BY CUSTOMER CLASS
1995 1994 1993
----------- ----------- -----------
Residential.................................................. 57.3% 55.3% 55.6%
Small General Service........................................ 32.9 33.0 31.6
Large General Service........................................ 6.2 8.4 8.9
Sales for Resale and Other................................... 3.6 3.3 3.9
----- ----- -----
Total.................................................... 100.0% 100.0% 100.0%
----- ----- -----
----- ----- -----
RETAIL GAS SALES
BY STATE
1995 1994 1993
----------- ----------- -----------
Iowa......................................................... 78.0% 76.6% 74.5%
Illinois..................................................... 10.7 11.9 11.4
South Dakota................................................. 10.6 10.8 5.4
Other........................................................ 0.7 0.7 8.7
----- ----- -----
Total.................................................... 100.0% 100.0% 100.0%
----- ----- -----
----- ----- -----
There are seasonal variations in the Company's electric and gas businesses
which are principally related to the use of energy for air conditioning and
heating. In 1995, 40.3% of the Company's electric revenues were reported in the
months of June, July, August and September, reflecting the use of electricity
for cooling, and 50.3% of the Company's gas revenues were reported in the months
of January, February, March and December, reflecting the use of gas for heating.
At December 31, 1995, the Company had 3,602 full-time employees, of which
3,331 were employed in utility operations and 271 were employed by the Company's
nonregulated subsidiaries.
InterCoast and its subsidiaries manage the nonregulated businesses of the
Company. The nonregulated businesses include oil and gas production, financial
investments, leasing activities, energy services and railcar leasing and
management.
Midwest Capital and its subsidiaries manage the Company's economic
development investments. The economic development investments are primarily real
estate.
RATE MATTERS
Under Iowa law, temporary collection of higher rates can begin (subject to
refund) 90 days after filing with the IUB for that portion of such higher rates
approved by the IUB based on prior ratemaking principles and a rate of return on
common equity previously approved. If the IUB has not issued a final order
within ten months after the filing date, the temporary rates cease to be subject
to refund and any balance of the requested rate increase may then be collected
subject to refund. Exceptions to the ten month limitation are provided for
extensions due
6
to a utility's lack of due diligence in the rate proceeding, judicial appeals
and situations involving new generating units being placed in service.
Under Illinois law, new rates may be put into effect by the Company 45 days
after filing with the ICC, or on such earlier date as the ICC may approve,
subject to the power of the ICC to suspend the proposed new rates for a period
not to exceed eleven months after filing, pending a hearing.
South Dakota law authorizes the South Dakota Public Utilities Commission
(SDPUC) to suspend new rates for up to six months during the pendency of rate
proceedings; however, the rates are permitted to be implemented after six months
subject to refund pending a final order in the proceeding.
Additional information on the Company's current rate proceedings is included
under the Note "Rate Matters" on page 34 of the Company's Annual Report to
Shareholders for 1995, which page is incorporated herein by reference.
In April 1992, the FERC issued Order No. 636, directing a restructuring by
interstate pipeline companies for their natural gas sales and transportation
services. The FERC Order contemplated that transitional gas supply realignment
costs related to this restructuring may be billed by interstate pipelines to
their customers. At December 31, 1995, a regulatory asset of $40.8 million, with
an offsetting non-current Other Liability, had been recorded. In addition, the
Company estimates it may incur other future billings of approximately $15.8
million related to such restructuring. The Company is currently recovering such
costs through rates.
The Company has established an external trust for the investment of funds
collected for nuclear decommissioning associated with Quad-Cities Nuclear
Station (Quad-Cities Station) of which the Company is a 25% owner. The owner and
operator of Cooper Nuclear Station (Cooper), from which the Company purchases
50% of the output pursuant to a long-term agreement, maintains a decommissioning
fund into which the Company makes contributions as a component of its power
purchase payments. Electric tariffs in effect for 1995 include provisions for
annual decommissioning costs at Quad-Cities Station and Cooper of approximately
$17.5 million. In Illinois, nuclear decommissioning costs are included in
customer billings through a mechanism that permits annual adjustments. In Iowa,
such costs are reflected in base rates.
The Company's Iowa electric tariffs contain a Uniform Electric Energy
Adjustment Clause under which the Company's billings reflect changes in the cost
of all fuels used for electric generation, including nuclear fuel disposition
costs, as well as the net effect of energy transactions (other than capacity)
with other utilities. Changes in the cost of gas to the Company are reflected in
its Iowa gas rates through the Iowa Uniform Purchased Gas Adjustment Clause.
Under Illinois electric tariffs, the Company's Fuel Cost Adjustment Clause
reflects changes in the cost of all fuels used for electric generation,
including allowable fuel transportation costs, nuclear fuel disposition costs
and the effects of energy transactions (other than capacity and margins on
interchange sales) with other utilities. Changes in the cost of gas to the
Company are reflected in its Illinois gas rates through the Illinois Uniform
Purchased Gas Adjustment Clause.
ELECTRIC OPERATIONS
The annual hourly peak demand occurs principally as a result of air
conditioning use during the cooling season. MidAmerican's highest hourly peak
demand in 1995 was 3,553 megawatts (MW), which was 269 MW more than the combined
hourly peak of the predecessor companies.
7
MidAmerican is interconnected with certain Iowa and neighboring utilities
and is one of 29 utilities involved in an electric power pooling agreement known
as the Mid-Continent Area Power Pool (MAPP). The purpose of MAPP is to
coordinate the planning, construction and operation of generation and
transmission facilities, including the purchase and sale of power and energy
among members.
In October 1992, the National Energy Policy Act (NEPA) was signed into law.
NEPA allows all electric generators, whether subject to utility regulation or
not, to transport wholesale power across utilities' transmission facilities and
is intended to promote competition in the wholesale electric market. The FERC
has also developed, and is in the process of developing, policies to encourage
open-access to utilities' transmission facilities. These policies include
pricing, good faith requests and responses for transmission services and
recovery of stranded costs by public and transmitting utilities. In addition,
the IUB has initiated a formal inquiry proceeding entitled: "Emerging
Competition in the Electric Utility Industry." The Company is participating in
these various proceedings, as appropriate, in an attempt to assist in the
development of public policy in these areas. The Company has and will continue
to evaluate the impact on MidAmerican of policy decisions that result from these
proceedings. Additional information on anticipated changes in the utility
industry is included in the "Operating Activities" section of Management
Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
on pages 18 and 19 of the Company's Annual Report to Shareholders for 1995 which
pages are incorporated herein by reference.
The Company's accredited 1995 summer net generating capacity was 4,384
megawatts. The net generating capacity at any time may be less due to regulatory
restrictions, fuel restrictions and generating units being temporarily out of
service for inspection, maintenance, refueling or modifications.
FUEL SUPPLY FOR ELECTRIC OPERATIONS
The Company's sources of fuel for electric generation have been as follows
for the periods shown:
YEAR ENDED DECEMBER 31,
-------------------------------------
1995 1994 1993
----------- ----------- -----------
Fuel Source:
Coal....................................................... 77.6% 83.4% 77.8%
Nuclear.................................................... 21.6 15.7 21.5
Gas........................................................ 0.7 0.7 0.7
Oil........................................................ 0.1 0.2 --
----- ----- -----
Total.................................................... 100.0% 100.0% 100.0%
----- ----- -----
----- ----- -----
The average costs of fuels received (including transportation and handling
costs) in cents per million BTU's consumed have been as follows for the periods
shown:
YEAR ENDED DECEMBER 31,
-------------------------------------
1995 1994 1993
----------- ----------- -----------
Fuel Source:
Nuclear................................................ 44.19 47.08 47.72
Coal................................................... 95.14 95.90 97.12
Gas.................................................... 226.92 297.08 303.21
Oil.................................................... 422.80 422.13 438.68
Total Weighted Average................................... 90.21 90.96 88.99
8
The average cost of coal received (including transportation) per ton for the
years 1995, 1994 and 1993 has been $15.61, $15.67 and $15.91, respectively.
MidAmerican has contracts with rail shippers providing for the delivery of
coal to its generating stations. In addition, the Company has used spot market
purchases of coal to effectively manage inventory levels and take advantage of
near-term coal market opportunities. The Company is continuing to satisfy its
coal requirements with a combination of contract and spot purchases. The Company
believes its sources of coal for its fossil-fueled generating stations are and
will continue to be satisfactory. Renewal of expiring contracts and negotiations
of new agreements will be pursued as required. Natural gas and oil are used for
peak demand electric generation and for standby purposes. These sources are
presently in adequate supply and available to meet the Company's needs.
The Company is a 25% joint owner of Quad-Cities Station. The Company has
been advised by Commonwealth Edison (ComEd), the joint owner and operator of
Quad-Cities Station, that the majority of its uranium concentrate and uranium
conversion requirements for Quad-Cities Station for 1996 can be met under
existing supplies or commitments. ComEd foresees no problem in obtaining the
remaining requirements now or obtaining future requirements. ComEd further
advises that all enrichment requirements have been contracted through 1999.
Commitments for fuel fabrication have been obtained at least through 2000. ComEd
does not anticipate that it will have any difficulty in contracting for uranium
concentrates for conversion, enrichment or fabrication of nuclear fuel needed to
operate Quad-Cities Station.
The Company purchases one-half of the power and energy of Cooper through a
long-term power purchase contract with Nebraska Public Power District (NPPD).
Approximately 30% of the fuel in the core at Cooper must be replaced every 18
months. The next refueling cycle is currently scheduled to begin in March of
1997. NPPD has informed the Company that it either has sufficient materials and
services available to meet foreseeable Cooper requirements or that such
materials and services are readily available from suppliers.
Under the Nuclear Waste Policy Act of 1982 (NWPA), the Department of Energy
(DOE) is responsible for the selection and development of repositories for, and
the permanent disposal of, spent nuclear fuel and high-level radioactive wastes.
ComEd and NPPD, as required by the NWPA, have signed a contract with the DOE
to provide for the disposal of spent nuclear fuel and high-level radioactive
waste beginning not later than January 1998. The DOE has stated, however, that
the delivery schedule for spent nuclear fuel may be delayed, and it is expected
that it will be significantly delayed. The costs incurred by the DOE for
disposal activities will be financed by fees charged to owners and generators of
the waste. ComEd has informed the Company that there is on-site storage
capability at the Quad-Cities Station sufficient to permit such interim storage
at least through 2007. NPPD has informed the Company that there is on-site
storage capability at the Cooper Station sufficient to permit such interim
storage at least through 2004, the remaining term of the long-term power
purchase contract. Meeting spent nuclear fuel storage requirements beyond such
time could require modifications to the spent fuel storage pools or new and
separate storage facilities, the costs of which have not been determined at this
time. Industry activities are underway to utilize dry casks for the interim
storage of high-level radioactive waste. This may provide an alternative for
interim on-site storage of such waste.
NATURAL GAS OPERATIONS
MidAmerican is engaged in the procurement, transportation, and distribution
of natural gas for utility and end-use customers in the Midwest. With the
implementation in 1993 of FERC Order 636 and related orders (Order 636 or
Orders), MidAmerican began operating in a more competitive environment.
MidAmerican now has complete responsibility for natural gas procurement,
transportation and storage, a responsibility which had
9
previously resided with the interstate pipeline suppliers. These Orders directly
impact the operations, revenues and costs of local distribution companies
(LDCs), including MidAmerican, and create new opportunities.
The Company has firm rights to pipeline capacity to transport gas from the
production area to its service territory. With the restructuring of the
industry, if the Company does not need the capacity (due to fluctuations in
anticipated system demand), it can "sublease" such capacity to other companies.
To provide incentives for the achievement of optimum use of available
transportation capacity, an IUB ruling allows the Company to retain 30% of Iowa
revenues earned on the "subleased" capacity and returns 70% to customers through
the purchased gas adjustment.
Information on the impact of FERC Order 636 is included in the "Operating
Activities" section of MD&A on page 19 of the Company's Annual Report to
Shareholders for 1995, which page is incorporated herein by reference.
FUEL SUPPLY AND CAPACITY
The Company purchases the majority of its gas supplies from producers or
third party marketers and transports the gas on a firm or interruptible basis
through the Northern Natural Gas (NNG), Natural Gas Pipeline Company of America
(NGPL) and ANR Pipeline Company (ANR) systems. To insure system reliability, a
geographically diverse supply portfolio with varying terms and conditions is
utilized for the gas supplies.
The Company utilizes leased gas storage to meet peak day requirements and to
manage the daily changes in demand due to changes in weather. The storage gas is
replaced during the summer months. In addition, the company also utilizes three
liquefied natural gas plants and five propane-air peak shaving plants to meet
peak day demands.
On February 2, 1996, the Company had an estimated new peak-day delivery of
1,140 million cubic feet. This peak-day delivery included approximately 88% from
traditional sales service customers and 12% from customer owned gas transported
through the Company's system. The supply sources utilized by the Company to meet
its peak-day deliveries to its sales service customers were:
MILLIONS
OF CUBIC PERCENT OF
FEET TOTAL
--------- -----------
Underground Storage................................................. 349.4 34.7
Firm Supply......................................................... 485.3 48.2
LNG Facilities...................................................... 116.5 11.6
LP Facilities....................................................... 56.2 5.5
--------- -----
Total........................................................... 1,007.4 100.0
--------- -----
--------- -----
The Company does not anticipate any difficulties in meeting its future
demands through the use of its supply portfolio and pipeline interconnections
for the foreseeable future.
10
CONSTRUCTION PROGRAM
The table below shows actual utility capital expenditures for 1995 and
budgeted utility expenditures for 1996 and for the period 1997 - 2000.
1996 1997-2000
1995 ACTUAL BUDGETED BUDGETED
----------- ----------- -----------
(THOUSANDS OF DOLLARS)
Electric Property
Production........................................... $ 32,919 $ 28,826 $ 152,544
Transmission......................................... 15,550 25,300 96,600
Distribution......................................... 53,670 35,200 142,800
Gas.................................................... 51,310 37,585 127,972
Administration and Other............................... 23,531 13,547 40,789
----------- ----------- -----------
Subtotal........................................... 176,980 140,458 560,705
Quad-Cities Fuel....................................... 2,293 17,300 38,300
Cooper Additions....................................... 11,498 8,574 52,656
----------- ----------- -----------
Total.............................................. $ 190,771 $ 166,332 $ 651,661
----------- ----------- -----------
----------- ----------- -----------
The amounts shown above include allowance for funds used during
construction. Of the $181.4 million of budgeted electric production expenditures
for the 1996-2000 period, $37.6 million are for expenditures at the Quad-Cities
Station. Also included in the amounts above, are capital expenditures required
to maintain compliance with the Clean Air Act Amendments of 1990 (CAA). See
Environmental Regulations. In addition to the amounts shown above, the Company
also expects to contribute a total of approximately $45 million to an external
trust for Quad-Cities nuclear decommissioning during the 1996-2000 period.
GENERAL UTILITY REGULATION
MidAmerican is a public utility within the meaning of the Federal Power Act
and a natural gas company within the meaning of the Natural Gas Act. Therefore,
it is subject to regulation by FERC, in regard to numerous activities, including
the issuance of securities, accounting policies and practices, sales for resale
rates, the establishment and regulation of electric interconnections and
transmission services and replacement of certain gas utility property.
The Company is a public utility under the laws of Illinois and is regulated
by the ICC as to retail rates, services, accounts, issuance of securities,
affiliate transactions, construction, acquisition and sale of utility property,
acquisition and sale of securities and in other respects as provided by the laws
of Illinois. The Company is also a public utility under the laws of Iowa and is
regulated by the IUB as to retail rates, services, accounts, construction of
utility property and in other respects as provided by the laws of Iowa.
MidAmerican is also subject to regulation by the SDPUC as to electric and gas
retail rates and service.
Iowa law requires electric and gas utilities to spend 2.0% and 1.5%,
respectively, of their annual Iowa jurisdictional revenues on energy efficiency
activities, including demand-side management. Additional information on the
Company's energy efficiency activities is included under the Note "Rate Matters"
on page 34 of the Company's Annual Report to Shareholders for 1995 which page is
incorporated herein by reference.
11
NUCLEAR REGULATION
The Company is subject to the jurisdiction of the NRC with respect to its
license and 25 percent ownership interest in the Quad Cities Station. ComEd is
the operator of the Quad-Cities Station and is under contract with the Company
to secure and keep in effect all necessary NRC licenses and authorizations.
Under the terms of a long-term power purchase agreement, the Company has
contracted to purchase one-half of the power and energy from Cooper located near
Brownville, NE, through September 22, 2004. Cooper is owned and operated by the
NPPD. Under the terms of the contract, NPPD is the sole NRC licensee of Cooper
and is required to comply with all NRC regulations. MidAmerican is responsible
for one-half of the fixed and operating costs of Cooper (excluding depreciation
but including debt service) and the Company's share of fuel costs (including
disposal costs) based upon energy delivered. Refer to "Management's Discussion
and Analysis" and Notes 1(i), 4(c), 4(d) and 4(e) on pages 15, 17, 27, 29 and 30
of the Company's Annual Report to Shareholders for 1995 which pages are
incorporated herein by reference. The Company is not subject to the jurisdiction
of the NRC with respect to Cooper and the long-term power purchase contract with
NPPD. NPPD, because it is the sole owner, licensee and operator of Cooper, is
thereby the only entity subject to the jurisdiction of the NRC. Under the terms
of the long-term power purchase contract, NPPD is required to assure that Cooper
is in compliance with all the NRC regulations.
The NRC regulations control the granting of permits and licenses for the
construction and operation of nuclear generating stations and subject such
stations to continuing review and regulation. The NRC review and regulatory
process covers, among other things, operations, maintenance, and environmental
and radiological aspects of such stations. The NRC may modify, suspend or revoke
licenses and impose civil penalties for failure to comply with the Atomic Energy
Act, the regulations under such Act or the terms of such licenses.
Federal regulations provide that any operating facility may be required to
cease operation if the NRC determines there are deficiencies in state, local or
utility emergency preparedness plans relating to such facility and the
deficiencies are not corrected. ComEd and NPPD have advised the Company that
emergency preparedness plans for the Quad-Cities Station and Cooper,
respectively, have been approved by the NRC. ComEd and NPPD have also advised
the Company that state and local plans relating to the Quad-Cities Station and
Cooper, respectively, have been approved by the Federal Emergency Management
Agency.
In June 1988, the NRC adopted final regulations with respect to the
decommissioning of nuclear power plants. Among other things, the regulations
address the planning and funding for the eventual decommissioning of nuclear
power plants. In response to these regulations, the Company submitted a report
to the NRC in July 1990 indicating that it will provide "reasonable assurance"
that funds will be available to pay the costs of decommissioning its share of
the Quad-Cities Station, by making monthly deposits to an external trust fund.
NPPD has advised the Company that a decommissioning plan for Cooper has been
submitted and approved by the NRC. Monthly payments to NPPD by the Company
include monies to fund decommissioning as determined by NPPD.
ENVIRONMENTAL REGULATIONS
The Company is subject to numerous legislative and regulatory environmental
protection requirements involving air and water pollution, waste management,
hazardous chemical use, noise abatement, land use aesthetics and atomic
radiation.
State and federal environmental laws and regulations currently have, and
future modifications may have,
12
the effect of (i) increasing the lead time for the construction of new
facilities, (ii) significantly increasing the total cost of new facilities,
(iii) requiring modification of certain of the Company's existing facilities,
(iv) increasing the risk of delay on construction projects, (v) increasing the
Company's cost of waste disposal and (vi) possibly reducing the reliability of
service provided by the Company and the amount of energy available from the
Company's facilities. Any of such items could have a substantial impact on
amounts required to be expended by the Company in the future.
AIR QUALITY
Essentially all utility generating units are subject to the provisions of
the CAA which address continuous emission monitoring, permit requirements and
fees and emission of toxic substances. The Company has five jointly owned and
six wholly owned coal-fired generating stations, which represent approximately
65% of the Company's electric generating capability.
Two of the Company's coal-fired generating units were subject to the
requirements of the CAA beginning in 1995. These units were given a set number
of allowances by the United States Environmental Protection Agency (EPA). Each
allowance permits the units to emit one ton of sulfur dioxide. The Company has
completed most of the modifications necessary to one unit to burn low-sulfur
coal and to install nitrogen oxides controls and an emissions monitoring system.
Under proposed regulations, the second unit will require additional capital
expenditures to reduce emissions of nitrogen oxides.
The Company's other coal-fired generating units are not materially affected
by the provisions of the CAA. Due to the use of low-sulfur western coal, the
Company does not anticipate the need for additional capital expenditures to
lower sulfur dioxide emission rates to ensure that allowances allocated by the
federal government are not exceeded. While the Company estimates that sufficient
emission allowances have been allocated on system-wide basis for its units to
operate at the capacity factors needed to meet system energy requirements,
additional purchases of allowances may be necessary to meet desired sales for
resale levels. By the year 2000, some Company coal-fired generating units will
be required to install controls to reduce emissions of nitrogen oxides. Based on
currently proposed CAA regulations, the Company does not anticipate its
remaining construction costs for the installation of low nitrogen oxides burner
technology and emissions monitoring system upgrades to exceed $16 million of
which $3.4 million and none are expected to be expended in 1996 and 1997,
respectively.
WATER QUALITY
Under the Federal Water Pollution Control Act Amendments of 1972, as
amended, the Company is required to obtain National Pollutant Discharge
Elimination System (NPDES) permits to discharge effluents (including thermal
discharges) from its properties into various waterways. All NPDES permits are
subject to renewal after specified time periods not to exceed five years. The
Company has obtained all necessary NPDES permits for its generating stations
and, when such permits are expected to expire, the Company will file
applications for renewal.
HAZARDOUS MATERIALS AND WASTE MANAGEMENT
The EPA and state environmental agencies have determined that contaminated
wastes remaining at certain decommissioned manufactured gas plant (MGP)
facilities may pose a threat to the public health or the
13
environment if such contaminants are in sufficient quantities and at such
concentrations as to warrant remedial action.
The Company is evaluating 26 properties which were, at one time, sites of
MGP facilities in which it may be a potentially responsible party. The Company's
present estimate of probable remediation costs of these sites is $21 million.
The 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. The Company's present rates in Iowa provide for a fixed annual recovery
of MGP costs.
Additional information relating to the Company's MGP facilities is included
under the Note "Commitments and Contingencies" on page 29 of the Company's
Annual Report to Shareholders for 1995 which page is incorporated herein by
reference.
Pursuant to the Toxic Substances Control Act, a federal law administered by
the EPA, the Company developed a comprehensive program for the use, handling,
control and disposal of all polychlorinated biphenyls (PCB's) contained in
electrical equipment. The future use of equipment containing PCB's will be
minimized. Capacitors, transformers and other miscellaneous equipment are being
purchased with a non-PCB dielectric fluid. The Company's exposure to PCB
liability has been reduced through the orderly replacement of a number of such
electrical devices with similar non-PCB electrical devices.
An unresolved issue is whether exposure to electric and magnetic fields
(EMFs) may result in adverse health effects. EMFs are produced by all devices
carrying or using electricity, including transmission and distribution lines and
home appliances. The Company cannot predict the effect on construction costs of
electric utility facilities if EMF regulations were to be adopted. Although the
Company is not the subject of any suit involving EMFs, litigation has been filed
in a number of jurisdictions against a variety of defendants alleging that EMFs
had an adverse effect on health. If such litigation were successful, the impact
on the Company and on the electric utility industry in general could be
significant.
INTERCOAST ENERGY COMPANY
InterCoast is a wholly owned nonregulated subsidiary of the Company. The
nonregulated activities emphasize energy-related diversification, credit quality
and liquidity.
InterCoast takes advantage of a core expertise in energy, participating in
the energy industry through four nonregulated business groups: Medallion
Production Company (Medallion), InterCoast Energy Marketing and Services Company
(Energy Services), Rail Car Services and Investments (Rail Services) and
InterCoast Capital Company (InterCoast Capital).
Medallion is an independent oil and gas company based in Tulsa, Oklahoma.
Medallion's oil and gas assets at December 31, 1995 and 1994 were $161 million
and $142 million, respectively. Medallion's reserves totaled 32.1 million
barrels of oil equivalent at December 31, 1995. Principal oil and gas production
facilities are in Texas, Louisiana, California, Oklahoma and Colorado.
Energy Services provides electric, natural gas and energy management
services to both retail and wholesale markets. Energy Services' assets at
December 31, 1995 and 1994 were $13 million and $11 million, respectively.
AmGas Inc., a part of the Energy Services group, was organized in
anticipation of new opportunities under
14
Order 636. AmGas Inc. markets natural gas and energy management services to
commercial and industrial clients in the Midwest and areas of the
Northeastern United States.
Continental Power Exchange, Inc. (Continental), a part of the Energy
Services group, was established in March 1994. Continental operates a
computerized information system facilitating the real-time exchange of power in
the electric industry.
InterCoast Power Marketing Company (IPM), a part of the Energy Services
group, was established in September 1993 to offer wholesale power brokering and
marketing services to utilities and other power supply agencies. In July 1995,
IPM was granted "marketer" status by the FERC enabling it to directly buy and
sell power.
InterCoast Trade and Resources, Inc., was established during 1995. GED
Energy Services, Inc. was purchased in November of 1995. These companies, which
are part of the Energy Services group, provide wholesale natural gas marketing
services.
Rail Services provides railcar leasing, management and maintenance services
through UNITRAIN, Inc. and Cornhusker Railcar Services Inc. This service is
primarily provided to electric utility companies within Iowa and surrounding
states. In addition, Rail Services has indirect investments in a variety of
nonregulated energy production technologies including wind, solar,
hydroelectric, and natural gas and coal-fueled generation, equity investments in
two developing companies which provide products and services for the electric
and gas utility industries, an equity investment in a company that services and
markets fiber-optic and telecommunications systems and equity interests in
special purpose funds that invest in venture capital and leveraged buyout
opportunities.
InterCoast Capital manages InterCoast's financial investments. Such
investments consist primarily of investment grade marketable securities and
aircraft leases. InterCoast Capital's total investments at December 31, 1995 and
1994 were $362 million and $324 million, respectively.
InterCoast Capital's marketable securities portfolio, totaling $270 million
and $200 million at December 31, 1995 and 1994, respectively, focuses on energy
securities consisting primarily of preferred stocks issued by utility companies.
All such preferred stocks have been issued by companies having investment grade
senior debt ratings by Moody's or Standard & Poor's. In addition to the
preferred stocks, InterCoast Capital has investments in common stocks and
independently managed mutual funds.
InterCoast Capital holds InterCoast's equity participations in equipment
leases for passenger and freight transport aircraft. Such investments totaled
$91 million and $124 million at December 31, 1995 and 1994, respectively.
MIDWEST CAPITAL GROUP INC.
Midwest Capital is a wholly owned nonregulated subsidiary of the Company.
Midwest Capital's primary activity is the management of utility service area
investments to support economic development. Midwest Capital's two principal
interests are an office tower in downtown Des Moines, Iowa, and a 2,000-acre
planned residential and business community near Sioux City, Iowa. The office
tower is more than 97% leased to various businesses. The major construction
phase of the planned community is complete, and the marketing phase to sell
developed residential and commercial lots is in progress.
15
ITEM 2. PROPERTIES
The Company's utility properties consist of physical assets necessary and
appropriate to rendering electric and gas service in its service territories.
Electric property consist primarily of generation, transmission and distribution
facilities. Gas property consists primarily of distribution plant, including
feeder lines to communities served from natural gas pipelines owned by others.
It is the opinion of management that the principal depreciable properties owned
by the Company's subsidiaries are in good operating condition and well
maintained.
The net accredited generating capacity, along with the participation
purchases and sales, net, and firm purchases and sales, net, are shown for
summer 1995 accreditation.
COMPANY'S SHARE OF
ACCREDITED
PERCENT GENERATING
PLANT OWNERSHIP FUEL CAPABILITY (KW)
- ------------------------------------------------------------------- ----------- ---------- --------------------
Steam Electric Generating Plants:
Council Bluffs Energy Center
Unit No. 1..................................................... 100.0 Coal 46,000
Unit No. 2..................................................... 100.0 Coal 88,000
Unit No. 3..................................................... 79.1 Coal 533,900
George Neal Station
Unit No. 1..................................................... 100.0 Coal 135,000
Unit No. 2..................................................... 100.0 Coal 300,000
Unit No. 3..................................................... 72.0 Coal 370,800
Unit No. 4..................................................... 40.6 Coal 253,200
Louisa Unit...................................................... 88.0 Coal 616,000
Ottumwa Unit..................................................... 52.0 Coal 372,100
Riverside Station
Unit No. 3..................................................... 100.0 Coal 5,000
Unit No. 5..................................................... 100.0 Coal 130,000
----------
2,850,000
----------
Combustion Turbines:
Coralville -- 1 unit............................................. 100.0 Gas/Oil 64,000
Electrifarm -- 3 units........................................... 100.0 Gas/Oil 185,600
Moline -- 1 unit................................................. 100.0 Gas/Oil 64,000
River Hills Energy Center -- 8 units............................. 100.0 Gas/Oil 116,000
Sycamore Energy Center -- 2 units................................ 100.0 Gas/Oil 149,000
Parr -- 2 units.................................................. 100.0 Gas/Oil 30,800
Pleasant Hill Energy Center -- 3 units........................... 100.0 Oil 148,000
----------
757,400
----------
Nuclear:
Quad-Cities Station
Unit No. 1..................................................... 25.0 Nuclear 192,300
Unit No. 2..................................................... 25.0 Nuclear 192,500
Cooper (1)....................................................... (1) Nuclear 389,000
----------
773,800
----------
Hydro:
Moline -- 1 unit................................................. 100.0 Water 3,200
----------
Net Accredited Generating Capacity................................. 4,384,400
Add: Participation Purchases and Sales, Net........................ (53,000)
Firm Purchases and Sales, Net................................. (115,000)
----------
Adjusted Net Accredited Generating Capability...................... 4,216,400
----------
----------
- ------------------------
(1) Cooper is owned by NPPD and the amount shown is MidAmerican's entitlement
(50%) of Cooper's accredited capacity under a power purchase agreement
extending to the year 2004.
16
The electric system of the Company at December 31, 1995, included 871 miles
of 345-kV transmission lines, 1,294 miles of 161-kV lines, 1,812 miles of 69-kV
lines and 342 miles of 34.5-kV lines. Distribution lines included 24,403 miles
of overhead conductor and 7,244 miles of underground conductor at December 31,
1995.
The gas distribution facilities of the Company at December 31, 1995,
included 18,284 miles of gas mains and services.
Substantially all the former Iowa-Illinois utility property and franchises,
and substantially all of the former Midwest electric utility property located in
Iowa, is pledged to secure mortgage bonds.
ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiaries have no material legal proceedings except
for the following:
ENVIRONMENTAL MATTERS
Information on the Company's environmental matters is included in Item 1 --
Business and under the Note "Environmental Matters" on page 29 of the Company's
Annual Report to Shareholders for 1995, which page is incorporated herein by
reference.
COOPER LITIGATION
On May 26, 1995, the Company filed a lawsuit naming Nebraska Public Power
District (NPPD) as defendant. The action is filed in the U.S. District Court for
the Southern District of Iowa and is identified as No. 4-95-CV-70356. The legal
proceeding is based upon a long-term power purchase agreement between the
Company and NPPD, pursuant to which the Company purchases one-half the output of
NPPD's Cooper Nuclear Station (Cooper) and pays one-half the cost of operating
Cooper. NPPD, in turn, is obligated to operate the plant in an efficient and
economical manner and in compliance with the terms of its operating license
issued to it by the Nuclear Regulatory Commission (NRC). In 1993 and 1994, as a
response to NPPD actions, the NRC issued numerous notices of violations to NPPD;
as a result of these violations and other safety issues identified by the NRC
and NPPD, Cooper experienced unplanned outages and outages were unduly extended.
NPPD's failure to meet its obligations with respect to the operation of Cooper
deprived the Company of the benefits it was entitled to under the power sales
contract, causing the Company to lose profits and incur increased costs of
operation, which damages the Company seeks to collect from NPPD. Similar
litigation has been filed against NPPD by the Lincoln Electric System (LES), a
municipal utility serving the City of Lincoln, Nebraska, and purchasing
one-eighth of the output of Cooper pursuant to a similar power purchase
contract. The LES legal proceeding is pending in Nebraska state court.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None.
17
OTHER INFORMATION
EXECUTIVE OFFICERS OF THE REGISTRANT
The names, ages and positions of the executive officers of the Company are
listed below.
NAME AGE POSITIONS HELD
- ---------------------------- --- --------------------------------------------------
Russell E. Christiansen 60 Chairman and Chairman of the Office of the CEO
Stanley J. Bright 55 President and President of the Office of the CEO
Lynn K. Vorbrich 57 President, Electric Division
Beverly A. Wharton 42 President, Gas Division
Richard C. Engle 61 Executive Vice President
Lance E. Cooper (a) 52 Group Vice President
Philip G. Lindner 52 Group Vice President
John A. Rasmussen, Jr. 50 Group Vice President and General Counsel
Ronald W. Stepien 49 Group Vice President
President (Midwest Capital)
Donald C. Hepperman 53 President and Chief Operating Officer
(InterCoast)
Officers are elected annually by the Board of Directors. There are no family
relationships among these officers, nor any arrangements or understanding
between any officer and any other person pursuant to which the officer was
selected. Each of the officers has served in the above stated capacity since
July 1, 1995, and has been employed by the registrant and/or its subsidiaries or
predecessor companies for five or more years as an executive officer except
where noted.
(a) Served as Vice President of predecessor Iowa-Illinois from October 1991
to June 30, 1995. Prior to that time, Mr. Cooper was Vice President -- Control,
Atlantic City Electric Company.
BUSINESS TRANSACTION POLICY STATEMENT
In response to the competitive forces and regulatory changes being faced by
the Company, the Company has from time to time considered, and expects to
continue to consider, various strategies designed to enhance its competitive
position and to increase its ability to adapt to and anticipate changes in its
utility business. These strategies may include business combinations with other
companies, internal restructurings involving the complete or partial separation
of its wholesale and retail businesses, and additions to, or dispositions of,
portions of its franchised service territories. The Company may from time to
time be engaged in preliminary discussions, either internally or with third
parties, regarding one or more of these potential strategies. No assurances can
be given as to whether any potential transaction of the type described above may
actually occur, or as to the ultimate effect thereof on the financial condition
or competitive position of the Company.
The Company's management is mindful of the importance of informing investors
about Company operations. Management must also pay heed to the legally sensitive
nature of certain matters, and that is particularly true about any business
transaction involving an acquisition, disposition or combination of businesses
which the Company may be considering.
18
Therefore, the Company's management has adopted a policy to announce
consideration of any such transaction only after it would enter into a
definitive agreement or an agreement in principle describing the material terms
of such a transaction.
Until that point, the Company would respond with "no comment" to any
inquiry concerning any such transaction, whether or not the Company is
considering, discussing or negotiating for any acquisitions, dispositions
or combinations of businesses. The Company's management believes this
policy is consistent both with investors' need for information and with
the Company's concern for appropriate disclosure regarding legally sensitive
matters.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
MARKET INFORMATION AND DIVIDENDS
The Company's common stock is listed on the New York Stock Exchange under
the symbol "MEC." The following table sets forth, for the periods indicated, the
dividends declared per share of common stock and the high and low market prices
of the common stock of MidAmerican, Midwest Resources and Iowa-Illinois, as
reported in THE WALL STREET JOURNAL for the New York Stock Exchange Composite
Tape.
PRICE RANGE
------------------------------------------------------------
DIVIDENDS DECLARED MIDAMERICAN IOWA-ILLINOIS RESOURCES
------------------------ ---------------- -------------------- --------------------
MEC IWG MWR HIGH LOW HIGH LOW HIGH LOW
------- ------- ------- ------- ------- -------- ---------- ---------- --------
1995
4th Quarter................. $ 0.30 $ -- $ -- $17 1/8 $15 $ -- $ -- $ -- $ --
3rd Quarter................. 0.30 -- -- 15 5/8 13 5/8 -- -- -- --
2nd Quarter................. -- 0.4325 0.29 -- -- 22 19 7/8 15 13 5/8
1st Quarter................. -- 0.4325 0.29 -- -- 22 1/8 19 14 5/8 13 3/8
1994
4th Quarter................. $ -- $0.4325 $ 0.29 -- -- $20 5/8 $18 7/8 $14 1/2 $12 7/8
3rd Quarter................. -- 0.4325 0.29 -- -- 22 1/2 19 1/4 15 3/8 13 1/2
2nd Quarter................. -- 0.4325 0.29 -- -- 24 1/2 19 7/8 16 3/4 13 7/8
1st Quarter................. -- 0.4325 0.29 -- -- 24 3/4 22 3/8 18 16
HOLDERS
On February 26, 1996, there were approximately 70,000 shareholders of record
of MidAmerican's common stock.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is included in the following
captions and pages of the Company's Annual Report to Shareholders for 1995,
which captions are herein incorporated by reference:
CAPTION PAGE
----------------------------------------------------------------------- -----
(1) Operating Revenues 42
(2) Income From Continuing Operations 42
(3) Earnings Per Average Share -- Continuing Operations 41
(4) Total Assets 43
(5) Capitalization 43
(6) Cash Dividends Declared Per Common Share 41
19
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this Item is included on pages 13 through 20 of
the Company's Annual Report to Shareholders for 1995, which pages are
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is included on pages 21 through 40 of
the Company's Annual Report to Shareholders for 1995, which pages are
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT
The information required by Item 10 relating to directors who are nominees
for election as directors at the Company's 1996 Annual Meeting of Shareholders
is set forth in the Company's Proxy Statement filed with the SEC pursuant to
Regulation 14A under the Securities Exchange Act of 1934. Therefore, such
information is incorporated herein by reference to the material appearing under
the caption "ELECTION OF DIRECTORS" on pages11 through 16 of the Proxy
Statement. Information required by Item 10 relating to Executive Officers of the
Registrant is set forth under a separate caption in Part I hereof.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated herein by reference to
the material appearing under the caption "EXECUTIVE COMPENSATION" on pages 19
through 28 of the Company's Proxy Statement filed with the SEC.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the Company's knowledge, no single entity has beneficial ownership of 5
percent or more of the outstanding Common Stock of the Company.
(B) SECURITY OWNERSHIP OF MANAGEMENT
Security ownership of management as outlined on pages 17 and 18 of the
Company's Proxy Statement filed with the SEC under the caption "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by
reference.
(C) CHANGES IN CONTROL
There are no arrangements known to the registrant, the operation of which
may at a subsequent date result in a change in control of the registrant.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
20
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A)1. FINANCIAL STATEMENTS
The following financial statements (including the notes thereto) and the
related audit reports, incorporated herein by reference, are included in the
Company's Annual Report to Shareholders for 1995.
PAGE NO. IN 1995
ANNUAL REPORT
TO SHAREHOLDERS
-----------------
Consolidated Statements of Income
For the Year Ended December 31, 1995, 1994 and 1993.................................. 21
Consolidated Statements of Cash Flows
For the Year Ended December 31, 1995, 1994 and 1993.................................. 23
Consolidated Balance Sheets
As of December 31, 1995 and 1994..................................................... 22
Consolidated Statements of Retained Earnings
For the Year Ended December 31, 1995, 1994 and 1993.................................. 25
Notes to Consolidated Financial Statements............................................. 26-39
Report of Independent Public Accountant................................................ 40
(A)2. FINANCIAL STATEMENT SCHEDULES (INCLUDED HEREIN)
The following schedule should be read in conjunction with the aforementioned
financial statements.
PAGE NO. IN THIS
ANNUAL REPORT
ON FORM 10-K
-----------------
Consolidated Valuation and Qualifying Accounts (Schedule II)
For the Year Ended December 31, 1995, 1994 and 1993.................................. 22
Reports of Independent Public Accountants.............................................. 23-25
Other schedules are omitted because of the absence of conditions under which
they are required or because the required information is given in the financial
statements or notes thereto.
(A)3. EXHIBITS
See Exhibit Index on page 29.
(B) REPORTS ON FORM 8-K
None.
21
SCHEDULE II
MIDAMERICAN ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1995
(IN THOUSANDS)
COLUMN B COLUMN C
----------- ----------- COLUMN E
COLUMN A BALANCE AT ADDITIONS COLUMN D -----------
- ---------------------------------------------------------------- BEGINNING CHARGED TO ----------- BALANCE AT
DESCRIPTION OF YEAR INCOME DEDUCTIONS END OF YEAR
- ---------------------------------------------------------------- ----------- ----------- ----------- -----------
Reserves Deducted From Assets To Which They Apply:
Reserve for uncollectible accounts:
Year ended 1995............................................. $ 2,099 $ 4,934 $ (4,737) $ 2,296
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Year ended 1994............................................. $ 3,697 $ 3,920 $ (5,518) $ 2,099
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Year ended 1993............................................. $ 3,564 $ 3,406 $ (3,273) $ 3,697
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Reserves Not Deducted From Assets:
Property insurance
Year ended 1995............................................. $ 2,224 $ 17 $ (143) $ 2,098
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Year ended 1994............................................. $ 2,561 $ 200 $ (537) $ 2,224
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Year ended 1993............................................. $ 2,426 $ 135 $ -- $ 2,561
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Injuries and damages
Year ended 1995............................................. $ 2,350 $ 2,654 $ (3,916) $ 1,079
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Year ended 1994............................................. $ 1,801 $ 3,452 $ (2,903) $ 2,350
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Year ended 1993............................................. $ 1,323 $ 2,283 $ (1,805) $ 1,801
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
22
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors
of MidAmerican Energy Company and Subsidiaries:
We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements included in MidAmerican Energy Company's
annual report to shareholders for the year ended December 31, 1995, incorporated
by reference in this Form 10-K, and have issued our report thereon dated January
26, 1996. We did not audit the 1994 and 1993 financial statements of
Iowa-Illinois Gas and Electric Company, one of the companies merged in 1995 to
form MidAmerican Energy Company in a transaction accounted for as a
pooling-of-interests, as discussed in Note (1)(a). Such statements are included
in the consolidated financial statements of MidAmerican Energy Company and
subsidiaries and reflect total assets constituting 42 percent in 1994 and total
revenues constituting 36 percent in 1994 and 1993, of the related consolidated
totals. These statements were audited by other auditors whose report has been
furnished to us and our opinion, insofar as it relates to the amounts included
for Iowa-Illinois Gas and Electric Company, is based solely upon the report of
the other auditors.
Our audits were made for the purpose of forming an opinion on those
consolidated financial statements taken as a whole. The schedule listed on Page
22, Item 14 is the responsibility of MidAmerican Energy Company management and
is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, based on our audits and the
report of other auditors, fairly states in all material respects the financial
data required to be set forth therein in relation to the basic financial
statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois
January 26, 1996
23
DELOITTE & TOUCHE LLP Northwest Bank Building
101 West Second Street
Davenport, IA 52801-1813
319-322-4415
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors of
MidAmerican Energy Company:
We have audited the consolidated balance sheet and statement of
capitalization of Iowa-Illinois Gas and Electric Company and subsidiary
as of December 31, 1994, and the related consolidated statements of income,
retained earnings and cash flows for the years ended December 31, 1994 and
1993. These financial statements are the responsibility of the Company'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 consolidated financial statements present fairly, in
all material respects, the financial position of the companies as of
December 31, 1994, and the results of their operations and their cash flows
for the years ended December 31, 1994 and 1993, in conformity with generally
accepted accounting principles.
/s/ DELOITTE & TOUCHE LLP
January 25, 1995
-24-
DELOITTE & TOUCHE LLP Northwest Bank Building
101 West Second Street
Davenport, IA 52801-1813
319-322-4415
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors of
MidAmerican Energy Company
We have audited the consolidated balance sheet and statement of capitalization
of Iowa-Illinois Gas and Electric Company and subsidiary as of December 31,
1994, and the related consolidated statements of income, retained earnings and
cash flows for the years ended December 31, 1994 and 1993, and have issued our
report thereon dated January 25, 1995. Our audits also included the financial
statement schedule of Iowa-Illinois Gas and Electric Company and subsidiary
as of December 31, 1994 and 1993 and for each of the two years in the
period ended December 31, 1994, listed in Item 14. The financial statement
schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material
respects in the information set forth therein.
/s/ DELOITTE & TOUCHE LLP
January 25, 1995
-25-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
Date: March 8, 1996
By /s/ S.J. Bright
--------------------------------
(S. J. Bright)
President and President of the
Office
of the Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated:
SIGNATURE TITLE DATE
- ------------------------------------ -------------------------------------------------------- -----------------
/s/ R. E. Christiansen Chairman and Chairman of the Office of the Chief March 8, 1996
---------------------------- Executive Officer and Director
(R. E. Christiansen)
/s/ L. E. Cooper Group Vice President Finance and Accounting (Principal March 8, 1996
---------------------------- Accounting Officer)
(L. E. Cooper)
/s/ J. W. Aalfs Director March 8, 1996
----------------------------
(J. W. Aalfs)
/s/ B. T. Asher Director March 8, 1996
----------------------------
(B. T. Asher)
/s/ S. J. Bright Director March 8, 1996
----------------------------
(S. J. Bright)
26
SIGNATURE TITLE DATE
- ------------------------------------ -------------------------------------------------------- -----------------
/s/ R. A. Burnett Director March 8, 1996
----------------------------
(R. A. Burnett)
/s/ R. D. Christensen Director March 8, 1996
----------------------------
(R. D. Christensen)
/s/ J. W. Colloton Director March 8, 1996
----------------------------
(J. W. Colloton)
/s/ F. S. Cottrell Director March 8, 1996
----------------------------
(F. S. Cottrell)
/s/ J. W. Eugster Director March 8, 1996
----------------------------
(J. W. Eugster)
/s/ W. C. Fletcher Director March 8, 1996
----------------------------
(W. C. Fletcher)
/s/ M. Foster, Jr. Director March 8, 1996
----------------------------
(M. Foster, Jr.)
/s/ N. Gentry Director March 8, 1996
----------------------------
(N. Gentry)
27
SIGNATURE TITLE DATE
- ------------------------------------ -------------------------------------------------------- -----------------
/s/ J. M. Hoak, Jr. Director March 8, 1996
----------------------------
(J. M. Hoak, Jr.)
/s/ R. L. Lawson Director March 8, 1996
----------------------------
(R. L. Lawson)
/s/ R. L. Peterson Director March 8, 1996
----------------------------
(R. L. Peterson)
/s/ R. A. Schneider Director March 8, 1996
----------------------------
(R. A. Schneider)
/s/ N. L. Seifert Director March 8, 1996
----------------------------
(N. L. Seifert)
/s/ W. S. Tinsman Director March 8, 1996
----------------------------
(W. S. Tinsman)
/s/ L. L. Woodruff Director March 8, 1996
----------------------------
(L. L. Woodruff)
28
EXHIBIT INDEX
EXHIBITS FILED HEREWITH
2 Agreement and Plan of Exchange dated as of January 24, 1996.
4.15 Sixth Supplemental Indenture dated as of July 1, 1995, between Midwest
Power Systems Inc. and Harris Trust and Savings Bank, Trustee.
4.16 Thirty-First Supplemental Indenture dated as of July 1, 1995, between
Iowa-Illinois Gas and Electric Company and Harris Trust and Savings Bank,
Trustee.
10.1 MidAmerican Energy Company Deferred Compensation Plan for Directors.
10.2 MidAmerican Energy Company Deferred Compensation Plan for Executives.
10.3 MidAmerican Energy Company Supplemental Retirement Plan for Designated
Officers.
10.4 MidAmerican Energy Company Key Employee Short-Term Incentive Plan.
10.37 Form of Indemnity Agreement between MidAmerican and its directors and
officers.
12 Computation of ratios of earnings to fixed charges and computation of
ratios of earnings to fixed charges plus preferred dividend requirements.
13.1 "Management's Discussion and Analysis of Financial Condition and Results
of Operations," appearing on pages 13 - 20 of the Company's Annual Report
to Shareholders for 1995, incorporated by reference into Items 1 and 7 of
this Form 10-K.
13.2 "Financial Statements and Supplementary Data,"appearing on pages 21 - 39
of the Company's Annual Report to Shareholders for 1995, incorporated by
reference into Items 1(b), 1(c), 3, 8 and 14(a) (1) of this Form 10-K.
13.3 "Operating Revenues," Income From Continuing Operations," "Earnings Per
Average Share--Continuing Operations," "Total Assets," "Capitalization,"
and "Cash Dividends Declared Per Common Share" for the years 1991-1995,
appearing on page 41 - 43 of the Company's Annual Report to Shareholders
for 1995, incorporated by reference into Item 6 of this Form 10-K.
21 Subsidiaries of the Registrant.
23.1 Consent of Arthur Anderson LLP
23.2 Consent of Deloitte & Touche LLP
EXHIBITS INCORPORATED BY REFERENCE
3.1 Restated Articles of Incorporation of the Company, as amended (filed as
Exhibit 3 to the Company's Registration Statement on Form 8-B, File No. 1-
11505).
-29-
3.2 Restated Bylaws of the Company. (Filed as Exhibit 4 to the Company's
Registration Statement on Form 8-B, File No. 1-11505.)
4.1 General Mortgage Indenture and Deed of Trust dated as of January 1, 1993,
between Midwest Power Systems Inc. and Morgan Guaranty Trust Company of
New York, Trustee. (Filed as Exhibit 4(b)-1 to Midwest Resources' Annual
Report on Form 10-K for the year ended December 31, 1992, Commission File
No. 1-10654.)
4.2 First Supplemental Indenture dated as of January 1, 1993, between Midwest
Power Systems Inc. and Morgan Guaranty Trust Company of New York, Trustee.
(Filed as Exhibit 4(b)-2 to Midwest Resources' Annual Report on Form 10-K
for the year ended December 31, 1992, Commission File No. 1-10654.)
4.3 Second Supplemental Indenture dated as of January 15, 1993, between
Midwest Power Systems Inc. and Morgan Guaranty Trust Company of New York,
Trustee. (Filed as Exhibit 4(b)-3 to Midwest Resources' Annual Report on
Form 10-K for the year ended December 31, 1992, Commission File No. 1-
10654.)
4.4 Third Supplemental Indenture dated as of May 1, 1993, between Midwest
Power Systems Inc. and Morgan Guaranty Trust Company of New York, Trustee.
(Filed as Exhibit 4.4 to Midwest Resources' Annual Report on Form 10-K for
the year ended December 31, 1993, Commission File No. 1-10654.
4.5 Fourth Supplemental Indenture dated as of October 1, 1994, between Midwest
Power Systems Inc. and Harris Trust and Savings Bank, Trustee. (Filed as
Exhibit 4.5 to Midwest Resources' Annual Report on Form 10-K for the year
ended December 31, 1994, Commission File No. 1-10654.)
4.6 Fifth Supplemental Indenture dated as of November 1, 1994, between Midwest
Power Systems Inc. and Harris Trust and Savings Bank, Trustee. (Filed as
Exhibit 4.6 to Midwest Resources' Annual Report on Form 10-K for the year
ended December 31, 1994, Commission File No. 1-10654.)
4.7 Indenture of Mortgage and Deed of Trust, dated as of March 1, 1947.
(Filed by Iowa-Illinois as Exhibit 7B to Commission File No. 2-6922.)
4.8 Sixth Supplemental Indenture dated as of July 1, 1967. (Filed by Iowa-
Illinois as Exhibit 2.08 to Commission File No. 2-28806.)
4.9 Twentieth Supplemental Indenture dated as of May 1, 1982. (Filed as
Exhibit 4.B.23 to Iowa-Illinois' Quarterly Report on Form 10-Q for the
period ended June 30, 1982, Commission File No. 1-3573.)
4.10 Resignation and Appointment of successor Individual Trustee. (Filed by
Iowa-Illinois as Exhibit 4.B.30 to Commission File No. 33-39211.)
4.11 Twenty-Seventh Supplemental Indenture dated as of October 1, 1991. (Filed
as Exhibit 4.31.A to Iowa-Illinois' Current Report on Form 8-K dated
October 1, 1991, Commission File No. 1-3573.)
-30-
4.12 Twenty-Eighth Supplemental Indenture dated as of May 15, 1992. (Filed as
Exhibit 4.31.B to Iowa-Illinois' Current Report on Form 8-K dated May 21,
1992, Commission File No. 1-3573.)
4.13 Twenty-Ninth Supplemental Indenture dated as of March 15, 1993. (Filed as
Exhibit 4.32.A to Iowa-Illinois' Current Report on Form 8-K dated March
24, 1993, Commission File No. 1-3573.)
4.14 Thirtieth Supplemental Indenture dated as of October 1, 1993. (Filed as
Exhibit 4.34.A to Iowa-Illinois' Current Report on Form 8-K dated October
7, 1993, Commission File No. 1-3573.)
10.5 Deferred Compensation Plan for Executives of Midwest Resources Inc. and
Subsidiaries. (Filed as Exhibit 10.1 to Midwest Resources' Annual Report
on Form 10-K for the year ended December 31, 1990, Commission File No. 1-
10654).
10.6 Deferred Compensation Plan for Board of Directors of Midwest Resources
Inc. and Subsidiaries. (Filed as Exhibit 10.2 to Midwest Resources' Annual
Report on Form 10-K for the year ended December 31, 1990, Commission File
No. 1-10654).
10.7 Midwest Resources Inc. Directors Retirement Plan. (Filed as Exhibit 10.3
to Midwest Resources' Annual Report on Form 10-K for the year ended
December 31, 1990, Commission File No. 1-10654.)
10.8 Non-Cash Bonus Award Plan for Executives of Midwest Resources Inc. (Filed
as Exhibit 10.4 to Midwest Resources' Annual Report on Form 10-K for the
year ended December 31, 1990, Commission File No. 1-10654).
10.9 Midwest Resources Inc. revised and amended Executive Deferred Compensation
Plan for IOR and Subsidiaries, dated January 29, 1992. (Filed as Exhibit
10.5 to Midwest Resources' Annual Report on Form 10-K for the year ended
December 31, 1991, Commission File No. 1-10654.)
10.10 Midwest Resources Inc. revised and amended Board of Directors Deferred
Compensation Plan for IOR and Subsidiaries, dated January 29, 1992.
(Filed as Exhibit 10.6 to Midwest Resources' Annual Report on Form 10-K
for the year ended December 31, 1991, Commission File No. 1-10654.)
10.11 Midwest Resources Inc. revised and amended Executive Incentive
Compensation Plan for IOR and Subsidiaries, dated January 29, 1992.
(Filed as Exhibit 10.7 to Midwest Resources' Annual Report on Form 10-K
for the year ended December 31, 1991, Commission File No. 1-10654.)
10.12 Midwest Resources Inc. and Participating Subsidiaries Long-Term Incentive
Compensation Plan. (Filed as Exhibit 10.8 to Midwest Resources' Annual
Report on Form 10-K for the year ended December 31, 1991, Commission File
No. 1-10654.)
10.13 Midwest Power Group 1992 Key Executive Incentive Compensation Plan.
(Filed as Exhibit 10.9 to Midwest Resources' Annual Report on Form 10-K
for the year ended December 31, 1991, Commission File No. 1-10654.)
-31-
10.14 Midwest Resources Inc. Supplemental Retirement Plan (formerly the Midwest
Energy Company Supplemental Retirement Plan). (Filed as Exhibit 10.10 to
Midwest Resources' Annual Report on Form 10-K for the year ended December
31, 1993, Commission File No. 1-10654.)
10.15 Power Sales Contract between Iowa Power Inc. and Nebraska Public Power
District, dated September 22, 1967. (Filed as Exhibit 4-C-2 to Iowa Power
Inc.'s (IPR) Registration Statement, Registration No. 2-27681.)
10.16 Amendments Nos. 1 and 2 to Power Sales Contract between Iowa Power Inc.
and Nebraska Public Power District. (Filed as Exhibit 4-C-2a to IPR's
Registration Statement, Registration No. 2-35624.)
10.17 Amendment No. 3 dated August 31, 1970, to the Power Sales Contract between
Iowa Power Inc. and Nebraska Public Power District, dated September 22,
1967. (Filed as Exhibit 5-C-2-b to IPR's Registration Statement,
Registration No. 2-42191.)
10.18 Amendment No. 4 dated March 28, 1974, to the Power Sales Contract between
Iowa Power Inc. and Nebraska Public Power District, dated September 22,
1967. (Filed as Exhibit 5-C-2-c to IPR's Registration Statement,
Registration No. 2-51540.)
10.19 Revised and amended Executive Compensation Plan for Iowa Resources Inc.
and Subsidiaries, dated July 24, 1985. (Filed as Exhibit 10.21 to Iowa
Resources Inc.'s (IOR) Annual Report on Form 10-K for the year ended
December 31, 1985, Commission File No. 1-7830.)
10.20 Revised and amended Executive Deferred Compensation Plan for IOR and
Subsidiaries, dated July 24, 1985. (Filed as Exhibit 10.22 to IOR's
Annual Report on Form 10-K for the year ended December 31, 1985,
Commission File No. 1-7830.)
10.21 Revised and amended Deferred Compensation Plan for Board of Directors of
IOR and Subsidiaries, dated July 24, 1985. (Filed as Exhibit 10.22 to
IOR's Annual Report on Form 10-K for the year ended December 31, 1985,
Commission File No. 1-7830.)
10.22 Revised and amended Executive Compensation Plan for IOR and Subsidiaries,
dated December 18, 1987. (Filed as Exhibit 10.14 to IOR's Annual Report
on Form 10-K for the year ended December 31, 1987, Commission File No. 1-
7830.)
10.23 Revised and amended Executive Deferred Compensation Plan for IOR and
Subsidiaries, dated December 18, 1987. (Filed as Exhibit 10.15 to IOR's
Annual Report on Form 10-K for the year ended December 31, 1987,
Commission File No. 1-7830.)
10.24 Revised and amended Deferred Compensation Plan for Board of Directors of
IOR and Subsidiaries, dated December 18, 1987. (Filed as Exhibit 10.16 to
IOR's Annual Report on Form 10-K for the year ended December 31, 1987,
Commission File No. 1-7830.)
10.25 Employment Agreement between R. E. Christiansen and C&P Holdings Company
dated as of March 15, 1990. (Filed as Exhibit 10.24 to IOR's Annual
Report on Form 10-K for the year ended December 31, 1989, Commission File
No. 1-7830.)
-32-
10.26 Change in control agreement between Russell E. Christiansen and Midwest
Energy Company dated as of May 5, 1989. (Filed as Exhibit 10(e) in MWE's
Form 10-K for the year ended December 31, 1989, Commission File No. 1-
8708.)
10.29 Amendments to Midwest Resources Executive Deferred Compensation Plans,
dated October 30, 1992. (Filed as Exhibit 10(h) to MWR's Annual Report on
Form 10-K for the year ended December 31, 1992, Commission File No. 1-
10654.)
10.30 Midwest Power Systems 1993 Key Executive Incentive Compensation Plan.
(Filed as Exhibit 10.30 in MWR's Annual Report on Form 10-K for the year
ended December 31, 1993, Commission File No. 1-10654.)
10.31 Supplemental Retirement Plan for Principal Officers, as amended as of July
1, 1993. (Filed as Exhibit 10.K.2 to Iowa-Illinois' Annual Report on Form
10-K for the year ended December 31, 1993, Commission File No. 1-3573.)
10.32 Compensation Deferral Plan for Principal Officers, as amended as of July
1, 1993. (Filed as Exhibit 10.K.2 to Iowa-Illinois' Annual Report on Form
10-K for the year ended December 31, 1993, Commission File No. 1-3573.)
10.33 Board of Directors' Compensation Deferral Plan. (Filed as Exhibit 10.K.4
to Iowa-Illinois' Annual Report on Form 10-K for the year ended December
31, 1992, Commission File No. 1-3573.)
10.34 Revised and amended Supplemental Retirement Income Plan for Iowa Resources
Inc. and Subsidiaries dated October 24, 1984. (Filed as Exhibit 10.15 to
Midwest Resources' Annual Report on Form 10-K for the year ended December
31, 1994, Commission File No. 1-10654.)
10.35 Amendment No. 1 to the Midwest Resources Inc. Supplemental Retirement
Plan. (Filed as Exhibit 10.24 to Midwest Resources' Annual Report on Form
10-K for the year ended December 31, 1994, Commission File No. 1-10654.)
10.36 Deferred Compensation Plan of Midwest Energy Company and Subsidiary
Corporations. (Filed as Exhibit 10.25 to Midwest Resources' Annual Report
on Form 10-K for the year ended December 31, 1994, Commission File No. 1-
10654.)
Note: Pursuant to (b) (4) (iii)(A) of Item 601 of Regulation S-K, the Company
has not filed as an exhibit to this Form 10-K certain instruments with
respect to long-term debt not being registered if the total amount of
securities authorized thereunder does not exceed 10% of total assets of
the Company but hereby agrees to furnish to the Commission on request any
such instruments.
-33-