EXHIBIT 13.2 MIDAMERICAN ENERGY COMPANY CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31 ------------------------------------ 1995 1994 1993 ---------- ---------- ---------- (In thousands, except per share amounts) OPERATING REVENUES Electric utility $1,094,647 $1,021,660 $1,002,970 Gas utility 459,588 492,015 538,989 Nonregulated 169,409 177,235 140,976 ---------- ---------- ---------- 1,723,644 1,690,910 1,682,935 ---------- ---------- ---------- OPERATING EXPENSES Utility: Cost of fuel, energy and capacity 230,261 213,987 217,385 Cost of gas sold 279,025 326,782 366,049 Other operating expenses 399,648 354,190 340,720 Maintenance 85,363 101,275 101,601 Depreciation and amortization 158,950 154,229 150,822 Property and other taxes 96,350 94,990 93,238 ---------- ---------- ---------- 1,249,597 1,245,453 1,269,815 ---------- ---------- ---------- Nonregulated: Cost of sales 128,685 130,621 96,656 Other 44,230 41,230 35,568 ---------- ---------- ---------- 172,915 171,851 132,224 ---------- ---------- ---------- 1,422,512 1,417,304 1,402,039 ---------- ---------- ---------- OPERATING INCOME 301,132 273,606 280,896 ---------- ---------- ---------- NON-OPERATING INCOME Interest income 4,485 4,334 5,805 Dividend income 16,954 17,087 17,601 Realized gains and losses on securities, net 688 7,635 7,915 Other, net (10,467) 4,316 20,842 ---------- ---------- ---------- 11,660 33,372 52,163 ---------- ---------- ---------- INTEREST CHARGES Interest on long-term debt 110,505 105,753 111,065 Other interest expense 9,449 6,446 5,066 Allowance for borrowed funds (5,552) (3,955) (2,186) ---------- ---------- ---------- 114,402 108,244 113,945 ---------- ---------- ---------- INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 198,390 198,734 219,114 INCOME TAXES 67,984 62,349 71,409 ---------- ---------- ---------- INCOME FROM CONTINUING OPERATIONS 130,406 136,385 147,705 INCOME (LOSS) FROM DISCONTINUED OPERATIONS 417 (5,645) (3,854) ---------- ---------- ---------- NET INCOME 130,823 130,740 143,851 PREFERRED DIVIDENDS 8,059 10,551 8,367 ---------- ---------- ---------- EARNINGS ON COMMON STOCK $ 122,764 $ 120,189 $ 135,484 ---------- ---------- ---------- ---------- ---------- ---------- AVERAGE COMMON SHARES OUTSTANDING 100,401 98,531 97,762 ---------- ---------- ---------- ---------- ---------- ---------- EARNINGS PER COMMON SHARE Continuing operations $ 1.22 $ 1.28 $ 1.43 Discontinued operations - (0.06) (0.04) ---------- ---------- ---------- Earnings per average common share $ 1.22 $ 1.22 $ 1.39 ---------- ---------- ---------- ---------- ---------- ---------- The accompanying notes are an integral part of these statements. - 1 - MIDAMERICAN ENERGY COMPANY CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31 ------------------------------ 1995 1994 ---------- ---------- (In thousands) ASSETS UTILITY PLANT Electric $3,881,699 $3,765,004 Gas 695,741 663,792 ---------- ---------- 4,577,440 4,428,796 Less accumulated depreciation and amortization 2,027,055 1,885,870 ---------- ---------- 2,550,385 2,542,926 Construction work in progress 104,164 101,252 ---------- ---------- 2,654,549 2,644,178 ---------- ---------- POWER PURCHASE CONTRACT 212,148 221,998 ---------- ---------- INVESTMENT IN DISCONTINUED OPERATIONS - 15,249 ---------- ---------- CURRENT ASSETS Cash and cash equivalents 41,216 33,778 Receivables, less reserves of $2,296 and $2,099, respectively 261,105 212,902 Inventories 85,235 92,248 Other 22,252 19,035 ---------- ---------- 409,808 357,963 ---------- ---------- INVESTMENTS 826,496 752,428 ---------- ---------- OTHER ASSETS 420,520 423,958 ---------- ---------- TOTAL ASSETS $4,523,521 $4,415,774 ---------- ---------- ---------- ---------- CAPITALIZATION AND LIABILITIES CAPITALIZATION (see accompanying statement) Common shareholders' equity $1,225,715 $1,204,112 Preferred shares, not subject to mandatory redemption 89,945 89,955 Preferred shares, subject to mandatory redemption 50,000 50,000 Long-term debt (excluding current portion) 1,403,322 1,398,255 ---------- ---------- 2,768,982 2,742,322 ---------- ---------- CURRENT LIABILITIES Notes payable 184,800 124,500 Current portion of long-term debt 65,295 72,872 Current portion of power purchase contract 13,029 12,080 Accounts payable 142,759 110,175 Taxes accrued 81,898 91,653 Interest accrued 30,635 30,659 Other 57,000 54,473 ---------- ---------- 575,416 496,412 ---------- ---------- OTHER LIABILITES Power purchase contract 112,700 125,729 Deferred income taxes 746,574 725,665 Investment tax credit 95,041 100,871 Other 224,808 224,775 ---------- ---------- 1,179,123 1,177,040 ---------- ---------- TOTAL CAPITALIZATION AND LIABILITIES $4,523,521 $4,415,774 ---------- ---------- ---------- ---------- The accompanying notes are an integral part of these statements. - 2 - MIDAMERICAN ENERGY COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31 ------------------------------ 1995 1994 1993 -------- -------- ------- (In thousands) NET CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 130,823 $ 130,740 $ 143,851 Adjustments to reconcile net income to net cash provided: Depreciation, depletion and amortization 202,542 198,049 193,199 Net increase in deferred income taxes and investment tax credit, net 10,278 36,926 1,935 Amortization of other assets 20,047 9,731 5,447 Capitalized cost of real estate sold 1,744 3,723 5,737 Loss (income) from discontinued operations (417) 5,645 3,854 Gain on sale of assets and long-term investments (1,050) (6,409) (25,428) Other-than-temporary decline in value of investments and other assets 17,971 1,791 2,939 Impact of changes in working capital, net of effects from discontinued operations (19,075) (9,270) 20,066 Other 18,809 10,624 (7,746) -------- -------- ------- Net cash provided 381,672 381,550 343,854 -------- -------- ------- NET CASH FLOWS FROM INVESTING ACTIVITIES Utility construction expenditures (190,771) (211,669) (215,081) Quad-Cities Nuclear Power Station decommissioning trust fund (8,636) (9,044) (7,918) Deferred energy efficiency expenditures (35,841) (28,221) (24,104) Nonregulated capital expenditures (56,162) (52,609) (86,505) Purchase of securities (164,521) (113,757) (197,490) Proceeds from sale of securities 94,493 142,307 205,767 Proceeds from sale of assets and other investments 34,263 6,433 55,582 Other investing activities, net 7,060 (7,957) 13,716 -------- -------- ------- Net cash used (320,115) (274,517) (256,033) -------- -------- ------- NET CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid (126,892) (125,065) (122,410) Issuance of long-term debt, net of issuance cost 12,750 180,410 796,897 Retirement of long-term debt, including reacquisition cost (110,351) (102,472) (895,900) Issuance of preferred shares, net of issuance cost - - 68,140 Reacquisition of preferred shares, including reacquisition cost (9) (20,142) (32,629) Increase (decrease) in InterCoast Energy Company unsecured revolving credit facility 95,000 (9,500) 44,500 Issuance of common shares 15,083 27,760 - Net increase (decrease) in notes payable 60,300 (48,535) 52,791 -------- -------- ------- Net cash used (54,119) (97,544) (88,611) -------- -------- ------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 7,438 9,489 (790) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 33,778 24,289 25,079 -------- -------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 41,216 $ 33,778 $ 24,289 -------- -------- ------- -------- -------- ------- ADDITIONAL CASH FLOW INFORMATION: Interest paid, net of amounts capitalized $ 116,843 $ 105,004 $ 111,133 -------- -------- ------- -------- -------- ------- Income taxes paid $ 88,863 $ 38,195 $ 54,346 -------- -------- ------- -------- -------- ------- The accompanying notes are an integral part of these statements. -3- MIDAMERICAN ENERGY COMPANY CONSOLIDATED STATEMENTS OF CAPITALIZATION AS OF DECEMBER 31 -------------------------------- 1995 1994 ------------ ------------ (In thousands, except share amounts) COMMON SHAREHOLDERS' EQUITY Common shares, no par; 350,000,000 shares authorized; 100,751,713 and 99,686,636 shares outstanding, respectively $ 801,227 $ 786,420 Retained earnings 430,589 426,683 Valuation allowance, net of income taxes (6,101) (8,991) ------------ ------------ 1,225,715 44.3% 1,204,112 43.9% ------------ ---- ------------ ----- PREFERRED SHARES (100,000,000 shares authorized) Cumulative preferred shares outstanding; not subject to mandatory redemption: $3.30 Series, 49,523 and 49,622 shares, respectively 4,952 4,962 $3.75 Series, 38,320 shares 3,832 3,832 $3.90 Series, 32,630 shares 3,263 3,263 $4.20 Series, 47,369 shares 4,737 4,737 $4.35 Series, 49,950 shares 4,995 4,995 $4.40 Series, 50,000 shares 5,000 5,000 $4.80 Series, 49,898 shares 4,990 4,990 $1.7375 Series, 2,400,000 shares 58,176 58,176 Cumulative preferred shares outstanding; subject to mandatory redemption: $5.25 Series, 100,000 shares 10,000 10,000 $7.80 Series, 400,000 shares 40,000 40,000 ------------ ------------ 139,945 5.0% 139,955 5.1% ------------ ---- ------------ ----- LONG-TERM DEBT Mortgage bonds: 5.875% Series, due 1997 22,000 22,000 Adjustable Rate Series, due 1997 (8.8% and 7.6%, respectively) 25,000 25,000 5.05% Series, due 1998 50,000 50,000 6.25% Series, due 1998 75,000 75,000 7 .875% Series, due 1999 60,000 60,000 6% Series, due 2000 35,000 35,000 6.75% Series, due 2000 75,000 75,000 8.15% Series, due 2001 40,000 40,000 7.125% Series, due 2003 100,000 100,000 7.70% Series, due 2004 60,000 60,000 7% Series, due 2005 100,000 100,000 7.375% Series, due 2008 75,000 75,000 8% Series, due 2022 50,000 50,000 7.45% Series, due 2023 30,000 30,000 8.125% Series, due 2023 100,000 100,000 6.95% Series, due 2025 50,000 50,000 Pollution control revenue obligations: 5.15% to 5.75% Series, due periodically through 2003 10,984 11,544 5.8% Series, due 2007 (secured by first mortgage bonds) - 12,750 5.95% Series, due 2023 (secured by general mortgage bonds) 29,030 29,030 Variable Rate Series- Due 2016 and 2017 (5.0% and 5.7%, respectively) 37,600 37,600 Due 2023 (secured by general mortgage bonds, 5.05% and 5.55%, respectively) 28,295 28,295 Due 2023 (5.1% and 5.6%, respectively) 6,850 6,850 Due 2024 (5.25% and 5.1%, respectively) 34,900 34,900 Due 2025 (5.1%) 12,750 - The accompanying notes are an integral part of these statements. -4- MIDAMERICAN ENERGY COMPANY CONSOLIDATED STATEMENTS OF CAPITALIZATION AS OF DECEMBER 31 -------------------------------- 1995 1994 ------------- ----------- (In thousands) LONG-TERM DEBT (CONTINUED) Notes: 9% to 15% Series, due annually through 1996 $ - $ 22 8.75% Series, due 2002 240 240 6.4% Series, due 2003 through 2007 2,000 2,000 Obligation under capital lease 2,218 2,356 Unamortized debt premium and discount, net (4,126) (4,706) ---------- ---------- Total utility 1,107,741 1,107,881 ---------- ---------- Subsidiaries: Notes - 9.30% Series, due 1995 and 1996 - 9,000 8.7% Series, due annually through 1996 - 25,508 Adjustable Rate Series, due semiannually through 1996 - 13,100 10.20% Series, due 1996 and 1997 30,000 60,000 9.87% Series, due annually through 1997 - 11,664 7.34% Series, due 1998 20,000 20,000 7.76% Series, due 1999 45,000 45,000 8.52% Series, due 2000 through 2002 70,000 70,000 9% Series, due annually through 2000 - 489 8% Series, due annually through 2004 581 613 Borrowings under unsecured revolving credit facility (6.3%) 64,000 - Borrowings under unsecured revolving credit facility (6.4% and 6.6%, respectively) 66,000 35,000 ---------- ---------- Total Subsidiaries 295,581 290,374 ---------- ---------- 1,403,322 50.7% 1,398,255 51.0% ---------- ----- ---------- ------ TOTAL CAPITALIZATION $2,768,982 100.0% $2,742,322 100.0% ---------- ----- ---------- ------ ---------- ----- ---------- ------ CONSOLIDATED STATEMENTS OF RETAINED EARNINGS YEARS ENDED DECEMBER 31 ---------------------------------------- 1995 1994 1993 -------- -------- -------- (In thousands, except per share amounts) BEGINNING OF YEAR $426,683 $421,358 $400,621 -------- -------- -------- NET INCOME 130,823 130,740 143,851 -------- -------- -------- DEDUCT (ADD): (Gain) loss on reacquisition of preferred shares (5) 312 672 Dividends declared on preferred shares 8,064 10,141 8,350 Dividends declared on common shares of $1.18, $1.17 and $1.17 per share, respectively 118,828 114,924 114,060 Other 30 38 32 -------- -------- -------- 126,917 125,415 123,114 -------- -------- -------- END OF YEAR $430,589 $426,683 $421,358 -------- -------- -------- -------- -------- -------- The accompanying notes are an integral part of these statements. -5- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (a) MERGER: On July 1, 1995, Iowa-Illinois Gas and Electric Company (Iowa-Illinois), Midwest Resources Inc. (Resources) and Midwest Power Systems Inc. (Midwest) merged to form MidAmerican Energy Company (MidAmerican or Company). The merger was accounted for as a pooling-of-interests and the financial statements included herein are presented as if the companies were merged as of the earliest period shown. MidAmerican is a utility company with two wholly owned nonregulated subsidiaries: InterCoast Energy Company (InterCoast) and Midwest Capital Group, Inc. (Midwest Capital). Each outstanding share of preferred and preference stock of the predecessor companies was converted into one share of a similarly designated series of MidAmerican preferred stock, no par value. Each outstanding share of common stock of Resources and Iowa-Illinois was converted into one share and 1.47 shares, respectively, of MidAmerican common stock, no par value. Resources' operating revenues and net income for the six months prior to the merger were $534.2 million and $37.7 million, respectively. Iowa-Illinois' operating revenues, as reclassified to include nonregulated revenues in operating revenues consistent with MidAmerican's presentation, and net income for the six months prior to the merger were $298.9 million and $27.1 million, respectively. (b) CONSOLIDATION POLICY AND PREPARATION OF FINANCIAL STATEMENTS: The accompanying Consolidated Financial Statements include the Company and its wholly owned nonregulated subsidiaries, InterCoast and Midwest Capital. All significant intercompany transactions have been eliminated. 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 disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. (c) REGULATION: The Company's utility operations are subject to the regulation of the Iowa Utilities Board (IUB), the Illinois Commerce Commission (ICC), the South Dakota Public Utilities Commission, and the Federal Energy Regulatory Commission (FERC). The Company's accounting policies and the accompanying Consolidated Financial Statements conform to generally accepted accounting principles applicable to rate-regulated enterprises and reflect the effects of the ratemaking process. -6- The Company's utility operations are subject to the provisions of Statement of Financial Accounting Standards (SFAS) No. 71, Accounting for the Effects of Certain Types of Regulation. The following regulatory assets, primarily included in Other Assets in the Consolidated Balance Sheets, represent probable future revenue to the Company because these costs are expected to be recovered in charges to utility customers (in thousands): 1995 1994 Deferred income taxes. . . . . . . . . $144,257 $139,577 Energy efficiency costs. . . . . . . . 101,541 72,694 Debt refinancing costs . . . . . . . . 44,370 47,879 FERC Order 636 transition costs. . . . 40,824 56,608 Retirement benefit costs . . . . . . . 15,354 18,287 Environmental costs. . . . . . . . . . 23,076 23,535 Unamortized costs of retired plant . . 11,618 10,824 Enrichment facilities decommissioning. 8,970 9,807 Other . . . . . . . . . . . . . . . 7,396 10,479 -------- -------- Total . . . . . . . . . . . . . . $397,406 $389,690 -------- -------- -------- -------- (d) REVENUE RECOGNITION: Revenues are recorded as services are rendered to customers. The Company records unbilled revenues, and related energy costs, representing the estimated amount customers will be billed for services rendered between the meter-reading dates in a particular month and the end of such month. Accrued unbilled revenues are $61.0 million and $65.6 million at December 31, 1995 and 1994, respectively, and are included in Receivables on the Consolidated Balance Sheets. The majority of the utility's electric and gas sales are subject to adjustment clauses. These clauses allow the utility to adjust the amounts charged for electric and gas service as the costs of gas, fuel for generation or purchased power change. The costs recovered in revenues through use of the adjustment clauses are charged to expense in the same period. (e) DEPRECIATION AND AMORTIZATION: The Company's provisions for depreciation and amortization for its utility operations are based on straight-line composite rates. The average depreciation and amortization rates for the years ended December 31 were as follows: 1995 1994 1993 Electric . . . . . . . . . . . . . . . . 3.9% 3.8% 3.8% Gas . . . . . . . . . . . . . . . . 3.7% 3.6% 3.9% Utility plant is stated at original cost which includes overhead costs, administrative costs and an allowance for funds used during construction. The cost of repairs and minor replacements is charged to maintenance expense. Property additions and major property replacements are charged to plant accounts. The cost of depreciable units of utility plant retired or disposed of in the normal course of business is eliminated from the utility plant accounts and such cost, plus net removal cost, is charged to accumulated depreciation. -7- An allowance for the estimated annual decommissioning costs of the Quad-Cities Nuclear Power Station (Quad-Cities) equal to the level of funding is included in depreciation expense. See Note 4(d) for additional information regarding decommissioning costs. (f) INVESTMENTS: Investments, managed primarily through the Company's nonregulated subsidiaries, include the following amounts as of December 31 (in thousands): 1995 1994 Investments: Marketable securities . . . . . . . $270,162 $199,514 Oil and gas properties. . . . . . . 160,831 142,378 Equipment Leases. . . . . . . . . . 90,729 123,603 Nuclear decommissioning trust fund. 64,781 49,432 Energy projects . . . . . . . . . . 44,741 51,150 Special-purpose funds . . . . . . . 47,046 34,767 Real estate . . . . . . . . . . . . 65,232 72,721 Corporate owned life insurance. . . 22,743 18,832 Non-public preferred stock. . . . . 14,372 24,451 Coal transportation equipment . . . 10,216 11,616 Communications. . . . . . . . . . . 16,332 4,793 Other . . . . . . . . . . . . . . . 19,311 19,171 -------- -------- Total investments. . . . . . . . . . . $826,496 $752,428 -------- -------- -------- -------- Marketable securities generally consist of preferred stocks, common stocks and mutual funds held by InterCoast. On January 1, 1994, the Company adopted SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. Under this statement, investments in marketable securities classified as available-for-sale are reported at fair value with net unrealized gains and losses reported as a net of tax amount in Other Common Shareholders' Equity until realized. Investments in marketable securities that are classified as held-to-maturity are reported at amortized cost. An other-than-temporary decline in the value of a marketable security is recognized through a write-down of the investment to earnings. Investments held by the nuclear decommissioning trust fund for the Quad- Cities units are classified as available-for-sale and are reported at fair value with net unrealized gains and losses reported as adjustments to the accumulated provision for nuclear decommissioning. (g) OIL AND GAS: The Company uses the full cost method of accounting for oil and gas activities. Under the full cost method, all acquisition, exploration and development costs are capitalized and amortized over the estimated production from proved oil and gas reserves. Under the full cost method, net capitalized costs may not exceed the present value of proved reserves as determined under rules of the Securities and Exchange Commission. -8- (h) CONSOLIDATED STATEMENTS OF CASH FLOWS: The Company considers all cash and highly liquid debt instruments purchased with a remaining maturity of three months or less to be cash and cash equivalents for purposes of the Consolidated Statements of Cash Flows. Net cash provided (used) from changes in working capital, net of effects from discontinued operations and exchange of assets was as follows (in thousands): 1995 1994 1993 Receivables . . . . . . . . . . $(48,203) $13,152 $ 149 Inventories. . . . . . . . . . . 7,013 8,427 (2,067) Other current assets . . . . . . (3,217) 5,876 605 Accounts payable . . . . . . . . 32,584 (19,329) 13,741 Interest accrued . . . . . . . . (24) (362) (374) Taxes accrued. . . . . . . . . . (9,755) (19,270) 9,338 Other current liabilities. . . . 2,527 2,236 (1,326) -------- -------- ------- Total . . . . . . . . . . . . $(19,075) $ (9,270) $20,066 -------- -------- ------- -------- -------- ------- During 1993, the Company exchanged its Minnesota gas properties, with a book value of $52 million, for gas distribution properties in South Dakota, with an appraised fair value of $32 million, and $38 million cash. A pre-tax gain on the transaction of $18 million was recorded. (i) ACCOUNTING FOR LONG-TERM POWER PURCHASE CONTRACT: Under a long-term power purchase contract with Nebraska Public Power District (NPPD), expiring in 2004, the Company purchases one-half of the output of the 778-megawatt Cooper Nuclear Station (Cooper). The Consolidated Balance Sheets include a liability for the Company's fixed obligation to pay 50% of NPPD's Nuclear Facility Revenue Bonds and other fixed liabilities. A like amount representing the Company's right to purchase power is shown as an asset. -9- Capital improvement costs for new property, including carrying costs, are being deferred, amortized and recovered in rates over the term of the NPPD contract. Capital improvement costs for property replacements, including carrying costs, are being deferred, amortized and recovered in rates over a five-year period. The fuel cost portion of the power purchase contract is included in Cost of Fuel, Energy and Capacity on the Consolidated Statements of Income. All other costs the Company incurs in relation to its long-term power purchase contract with NPPD are included in Other Operating Expenses on the Consolidated Statements of Income. See Notes 4(c), 4(d) and 4(e) for additional information regarding the power purchase contract. (j) STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 121: In March 1995, the Financial Accounting Standards Board (FASB) issued SFAS No. 121 regarding accounting for asset impairments. This statement, which will be adopted by the Company in the first quarter of 1996, requires the Company to review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. SFAS No. 121 also requires rate-regulated companies to recognize an impairment for regulatory assets for which future recovery is not probable. Adoption of SFAS No. 121 is not expected to have a material impact on the Company's results of operations or financial position at the time of adoption. (k) STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 123: In October 1995, the FASB issued SFAS No. 123 regarding accounting for stock- based compensation plans. This statement, which is effective for reporting periods beginning January 1, 1996, allows for alternative methods of adoption. The Company does not expect the accounting provisions or the alternative disclosure provisions of SFAS No. 123 to have a material impact on the Company's results of operations. (2) LONG-TERM DEBT: The Company's sinking fund requirements and maturities of long-term debt and preferred stock for 1996 through 2000 are $65 million, $80 million, $209 million, $171 million and $134 million, respectively. The interest rate on the Company's Adjustable Rate Series Mortgage Bonds is reset every two years at 160 basis points over the average yield to maturity of 10-year Treasury securities. The rate was reset in 1995. The Company's Variable Rate Pollution Control Revenue Obligations bear interest at rates that are periodically established through remarketing of the bonds in the short-term tax-exempt market. The Company, at its option, may change the mode of interest calculation for these bonds by selecting from among several alternative floating or fixed rate modes. The interest rates shown in the Consolidated Statements of Capitalization are the weighted average interest rates as of December 31, 1995 and 1994. The Company maintains dedicated revolving credit facility agreements or renewable lines of credit to provide liquidity for holders of these issues. Substantially all the former Iowa-Illinois utility property and franchises, and substantially all of the former Midwest electric utility property in Iowa, is pledged to secure mortgage bonds. InterCoast's unsecured Notes are issued in private placement transactions. All Notes are issued without recourse to MidAmerican. InterCoast has $64 million and $110 million unsecured revolving credit facility agreements, which mature in 1998 -10- and 1999, respectively. Borrowings under these agreements may be on a fixed rate, floating rate or competitive bid rate basis. InterCoast has entered into two floating rate to fixed interest rate swaps, each in the amount of $32 million. The interest rate swaps have fixed rates at 5.97% and 6.00%, respectively, and are for three-year and two-year terms, respectively, with an optional third year on the latter. All InterCoast borrowings are without recourse to MidAmerican. (3) JOINTLY OWNED UTILITY PLANT: Under joint plant ownership agreements with other utilities, the Company had undivided interests at December 31, 1995, in jointly owned generating plants as shown in the table below. The dollar amounts below represent the Company's share in each jointly owned unit. Each participant has provided financing for its share of each unit. Operating Expenses on the Consolidated Statements of Income include the Company's share of the expenses of these units (dollars in millions). Nuclear Coal fired ------------ ------------------------------------------------- Council Quad-Cities Neal Bluffs Neal Ottumwa Louisa Units Unit Unit Unit Unit Unit No. 1 & 2 No. 3 No. 3 No.4 No. 1 No. 1 ---------- ------- ------- ------- ------- -------- In service date 1972 1975 1978 1979 1981 1983 Utility plant in service $200.4 $111.7 $286.5 $155.8 $202.2 $526.0 Accumulated depreciation $ 70.6 $ 64.8 $138.8 $ 78.9 $ 89.3 $204.3 Unit capacity-MW 1,539 515 675 624 716 700 Percent ownership 25.0% 72.0% 79.1% 40.6% 52.0% 88.0% (4) COMMITMENTS AND CONTINGENCIES: (a) CAPITAL EXPENDITURES: Utility construction expenditures for 1996 are estimated to be $166 million, including $17 million for Quad-Cities nuclear fuel and $9 million for Cooper capital improvements. Capital expenditures for nonregulated subsidiaries depend upon the availability of investment opportunities and other factors. During 1996, such expenditures are estimated to be approximately $85 million. (b) ENVIRONMENTAL MATTERS: The United States Environmental Protection Agency (EPA) and the state environmental agencies have determined that contaminated wastes remaining at certain decommissioned manufactured gas plant (MGP) facilities may pose a threat to the public health or the environment if such contaminants are in sufficient quantities and at such concentrations as to warrant remedial action. The Company is evaluating 26 properties which were, at one time, sites of gas manufacturing plants in which it may be a potentially responsible party (PRP). The purpose of these evaluations is to determine whether waste materials are present, whether such materials constitute an environmental or health risk, and whether the Company has any responsibility for remedial action. The Company is currently conducting field investigations at five sites and has completed investigations at three sites. In addition, the Company is currently removing contaminated soil at three sites, and has completed removals at two sites. The Company is continuing to evaluate several sites to determine the future liability, if any, for conducting site investigations or other site activity. -11- The Company's present estimate of probable remediation costs for the sites discussed above is $21 million. This estimate has been recorded as a liability and a regulatory asset for future recovery. The Illinois Commerce Commission has approved the use of a tariff rider which permits recovery of the actual costs of litigation, investigation and remediation relating to former MGP sites. The Company's present rates in Iowa provide for a fixed annual recovery of MGP costs. The Company intends to pursue recovery of the remediation costs from other PRPs and its insurance carriers. The estimate of probable remediation costs is established on a site specific basis. The costs are accumulated in a three-step process. First, a determination is made as to whether the Company has potential legal liability for the site and whether information exists to indicate that contaminated wastes remain at the site. If so, the costs of performing a preliminary investigation are accrued. Once the investigation is completed and if it is determined remedial action is required, the best estimate of remediation costs is accrued. If necessary, the estimate is revised when a consent order is issued. The estimated recorded liabilities for these properties are based upon preliminary data. Thus, actual costs could vary significantly from the estimates. The estimate could change materially based on facts and circumstances derived from site investigations, changes in required remedial action and changes in technology relating to remedial alternatives. In addition, insurance recoveries for some or all of the costs may be possible, but the liabilities recorded have not been reduced by any estimate of such recoveries. Although the timing of potential incurred costs and recovery of such costs in rates may affect the results of operations in individual periods, management believes that the outcome of these issues will not have a material adverse effect on the Company's financial position or results of operations. (c) LONG-TERM POWER PURCHASE CONTRACT: Payments to NPPD cover one-half of the fixed and operating costs of Cooper (excluding depreciation but including debt service) and the Company's share of nuclear fuel cost (including nuclear fuel disposal) based on energy delivered. The debt service portion is approximately $1.5 million per month for 1996 and is not contingent upon the plant being in service. In addition, the Company pays one-half of NPPD's decommissioning funding related to Cooper. The debt amortization and Department of Energy (DOE) enrichment plant decontamination and decommissioning component of the Company's payments to NPPD were $12.0 million, $10.8 million and $9.9 million and the net interest component was $4.6 million, $5.4 million and $5.7 million each for the years 1995, 1994 and 1993, respectively. The Company's payments for the debt principal portion of the power purchase contract obligation and the DOE enrichment plant decontamination and decommissioning payments are $13.0 million, $13.6 million, $14.3 million, $15.0 million and $15.8 million for 1996 through 2000, respectively, and $54.0 million for 2001 through 2004. (d) DECOMMISSIONING COSTS: Based on site-specific decommissioning studies that include decontamination, dismantling, site restoration and dry fuel storage cost, the Company's share of expected decommissioning costs for Cooper and Quad-Cities, in 1995 dollars, is $420 million. In Illinois, nuclear decommissioning costs are included in customer billings through a mechanism that permits annual adjustments. Such costs are reflected as base rates in Iowa tariffs. For purposes of developing a decommissioning funding plan for Cooper, NPPD assumes that decommissioning costs will escalate at an annual rate of 4%. Although Cooper's operating license expires in 2014, the funding plan assumes decommissioning will start in 2004, the currently anticipated plant shutdown date. -12- As of December 31, 1995, the Company's share of funds set aside by NPPD in internal and external accounts for decommissioning was $49.4 million. In addition, the funding plan also assumes various funds and reserves currently held to satisfy NPPD Bond Resolution requirements will be available for plant decommissioning costs after the bonds are retired in early 2004. The funding schedule assumes a long-term return on funds in the trust of 6% annually. Certain funds will be required to be invested on a short-term basis when decommissioning begins and are assumed to earn at a rate of 4% annually. NPPD is recognizing decommissioning costs over the expected service life of the plant, and 50% of the costs are included as a component of the Company's power purchased costs. During each of the years 1995, 1994 and 1993, $8.9 million of the Company's power purchased costs were for Cooper decommissioning and are included in Other Operating Expenses in the Consolidated Statements of Income. Earnings from the internal and external trust funds, which are recognized by NPPD as the owner of the plant, are tax exempt and serve to reduce future funding requirements. The Company has established an external trust for the investment of funds for decommissioning the Quad-Cities units. The total accrued balance as of December 31, 1995, was $64.8 million and is included in Other Liabilities and a like amount is reflected in Investments and represents the value of the assets held in the trust. The Company's provision for depreciation includes costs for Quad-Cities nuclear decommissioning of $8.6 million, $9.1 million and $7.9 million for 1995, 1994 and 1993, respectively. The provision charged to expense is equal to the funding that is being collected in rates. The decommissioning funding component of the Company's Illinois tariffs assumes that decommissioning costs, related to the Quad-Cities unit, will escalate at an annual rate of 5.3% and the assumed annual return on funds in the trust is 6.5%. The Quad-Cities decommissioning funding component of the Company's Iowa tariffs assumes that decommissioning costs will escalate at an annual rate of 6.3% and the assumed annual return on funds in the trust is 6.5%. Earnings on the assets in the trust fund were $2.5 million, $2.2 million and $2.0 million for 1995, 1994 and 1993. (e) NUCLEAR INSURANCE: The Company maintains financial protection against catastrophic loss associated with its interest in Quad-Cites and Cooper through a combination of insurance purchased by NPPD (the owner and operator of Cooper) and Commonwealth Edison (the joint owner and operator of Quad-Cities), insurance purchased directly by the Company, and the mandatory industry-wide loss funding mechanism afforded under the Price-Anderson Amendments Act of 1988. The coverage falls into three categories: nuclear liability, property coverage and nuclear worker liability. NPPD and Commonwealth Edison each purchase nuclear liability insurance in the maximum available amount of $200 million. In accordance with the Price-Anderson Amendments Act of 1988, excess liability protection above that amount is provided by a mandatory industry-wide program under which the owners of nuclear generating facilities could be assessed for liability incurred due to a serious nuclear incident at any commercial nuclear reactor in the United States. Currently, the Company's maximum potential share of such an assessment is $79.2 million per incident, payable in installments not to exceed $10 million annually. The property coverage provides for property damage, stabilization and decontamination of the facility, disposal of the decontaminated material and premature decommissioning. For Quad-Cities, Commonwealth Edison purchases primary and excess property insurance protection for the combined interest in Quad-Cities totalling $2.1 billion. For Cooper, NPPD purchases primary property insurance in the amount of $500 million. Additionally, commencing December 31, 1995, the Company and NPPD separately purchase coverage for their respective obligation of $1.125 billion each in excess of the $500 million primary layer purchased by NPPD. This structure provides that both the Company and NPPD are covered for their respective 50% obligation in the event of a loss totalling $2.75 billion. The Company also directly purchases extra expense/business interruption coverage to cover the cost of replacement power and/or other continuing costs in the event of a covered accidental outage at Cooper or Quad- Cities. The coverages purchased directly by the -13- Company, and the primary and excess property coverages purchased by Commonwealth Edison, contain provisions for retrospective premium assessments should two or more full policy-limit losses occur in one policy year. Currently, the maximum retrospective amounts that could be assessed against the Company for its obligations associated with Cooper and Quad-Cities combined total $19.4 million. The master nuclear worker liability coverage is an industry-wide policy with an aggregate limit of $200 million for the nuclear industry as a whole, which is in effect to cover tort claims of workers as a result of radiation exposure on or after January 1, 1988. The Company's share, based on its interest in Cooper and Quad-Cities, of a maximum potential share of a retrospective assessment under this program is $3.0 million. (f) FINANCIAL GUARANTEES: The Company has letters of credit amounting to $20.4 million and financial guarantees amounting to $11.3 million which are not reflected in the consolidated financial statements. Letters of credit and financial guarantees are conditional commitments issued by, or on behalf of, the Company to secure performance for a third party. The guarantees are primarily issued to support private borrowing arrangements and similar transactions. Management believes that the likelihood of material cash payments by the Company under these agreements is remote. (g) COAL AND NATURAL GAS CONTRACT COMMITMENTS: The Company has entered into coal supply and transportation contracts for its fossil-fueled generating stations. The contracts, require minimum payments of $65 million, $45 million, $28 million, $26 million and $16 million for the years 1996 through 2000, respectively, and $28 million for the years thereafter. The Company expects to supplement these coal contracts with spot market purchases to fulfill its future fossil fuel needs. The Company has entered into various natural gas supply and transportation contracts for its utility operations. The minimum commitments under these contracts are $98 million, $87 million, $49 million, $26 million and $23 million for the years 1996 through 2000, respectively, and $96 million for the years thereafter. During 1993 FERC Order 636 became effective, requiring interstate pipelines to restructure their services. The pipelines will recover the transition costs related to Order 636 from the local distribution companies. The Company has recorded a liability and regulatory asset for the transition costs which are being recovered by the Company through the purchased gas adjustment clause. The unrecovered balance recorded by the Company as of December 31, 1995, was $41 million. -14- (5) COMMON SHAREHOLDERS' EQUITY: Common shares outstanding changed during the years ended December 31 as shown in the table below (in thousands): 1995 1994 1993 Amount Shares Amount Shares Amount Shares -------- -------- -------- -------- -------- -------- Balance, beginning of year . . . $786,420 99,687 $759,120 97,782 $759,610 97,778 Changes due to: Issuance of common shares. . 15,083 1,065 27,760 1,911 - - Capital stock expense . . . (276) - (377) - (442) - Other. . . . . . . . . . . . - - (83) (6) (48) 4 -------- -------- -------- -------- -------- -------- Balance, end of year . . . . . . $801,227 100,752 $786,420 99,687 $759,120 97,782 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- (6) RETIREMENT PLANS: The Company has noncontributory defined benefit pension plans covering substantially all employees. Benefits under the plans are based on participants' compensation, years of service and age at retirement. Funding is based upon the actuarially determined costs of the plans and the requirements of the Internal Revenue Code and the Employee Retirement Income Security Act. The utility has been allowed to recover funding contributions in rates. Net periodic pension cost includes the following components for the years ended December 31 (in thousands): 1995 1994 1993 Service cost-benefit earned during the period. . . . . . . . . . . . . $ 9,817 $ 13,241 $ 11,140 Interest cost on projected benefit obligation. . . . . . . . . . . . . 27,934 26,822 25,431 Decrease in pension costs from actual return on assets. . . . . . . . . . (63,593) (7,835) (22,149) Net amortization and deferral. . . . . . . . 32,126 (21,030) (6,075) One-time charge. . . . . . . . . . . . . . . 15,683 - - Regulatory deferral of incurred cost . . . . (10,470) (2,871) (2,018) ------- ------- ------- Net periodic pension cost. . . . . . . . . . $ 11,497 $ 8,327 $ 6,329 ------- ------- ------- ------- ------- ------- During 1995, the Company incurred a one-time charge of $15.7 million related to the early retirement portion of its restructuring plan. Of such cost, $3.0 million was charged to expense and the remaining amount was deferred for future recovery through the regulatory process. -15- The plan assets are stated at fair market value and are primarily comprised of insurance contracts, United States government debt and corporate equity securities. The following table presents the plans' funding status and amounts recognized in the Company's Consolidated Balance Sheets as of December 31 (dollars in thousands): Plans in Which: ----------------------------------------------------------- Assets Exceed Accumulated Benefits Accumulated Benefits Exceed Assets ---------------------------- ---------------------------- 1995 1994 1995 1994 ----------- ------------ ------------ ------------ Actuarial present value of benefit obligations: Vested benefit obligation . . . . . . . . . . . $(293,985) $(224,488) $ (32,429) $(18,915) Nonvested benefit obligation . . . . . . . . . . (7,516) (5,881) (816) (1,744) ----------- ------------ ------------ ------------ Accumulated benefit obligation . . . . . . . . . (301,501) (230,369) (33,245) (20,659) Provision for future pay increases . . . . . . . (94,633) (66,414) (5,455) (2,357) ----------- ------------ ------------ ------------ Projected benefit obligation . . . . . . . . . . (396,134) (296,783) (38,700) (23,016) Plan assets at fair value. . . . . . . . . . . . . 385,598 335,809 - - ----------- ------------ ------------ ------------ Projected benefit obligation (greater) less than plan assets . . . . . . . . . . . . . . . . (10,536) 39,026 (38,700) (23,016) Unrecognized prior service cost. . . . . . . . . . (15,866) 22,520 2,884 6,896 Unrecognized net loss (gain) . . . . . . . . . . . 29,541 (40,151) 9,431 2,603 Unrecognized net transition asset. . . . . . . . . (21,521) (24,112) - - Other . . . . . . . . . . . . . . . . . . . . . . - - (6,860) (7,142) ----------- ------------ ------------ ------------ Pension liability recognized in the Consolidated Balance Sheets . . . . . . . . . . $ (18,382) $ (2,717) $ (33,245) $(20,659) ----------- ------------ ------------ ------------ ----------- ------------ ------------ ------------ Assumptions used were: Discount rate . . . . . . . . . . . . . . . . . . 7.0% 8.5% Rate of increase in compensation levels. . . . . . 5.0% 5.0% Expected long-term rate of return on assets. . . . 8.75-9.0% 8.75-9.0% The Company currently provides certain health care and life insurance benefits for retired employees. Under the plans, substantially all of the Company's employees may become eligible for these benefits if they reach retirement age while working for the Company. However, the Company retains the right to change these benefits anytime at its discretion. In January 1993, the Company adopted SFAS No. 106, Employers Accounting for Postretirement Benefits Other Than Pensions. The Company began expensing these costs on an accrual basis for its Illinois customers and certain of its Iowa customers in 1993 and including provisions for such costs in rates for these customers. For its remaining Iowa customers, the Company deferred the portion of these costs above the "pay-as-you-go" amount already included in rates until recovery on an accrual basis was established in 1995. The Company is currently amortizing the deferral, expensing the SFAS No. 106 accrual and including provisions for these costs in rates. -16- Net periodic postretirement benefit cost includes the following components for the year ended December 31 (dollars in thousands): 1995 1994 1993 Service cost-benefit earned during the period. . . $ 1,583 $ 2,147 $ 2,252 Interest cost . . . . . . . . . . . . . . . . . 7,185 7,221 8,644 Increase (decrease) in benefit cost from actual return on assets . . . . . . . . . . . . . (2,090) 894 (468) Amortization of unrecognized transition obligation . . . . . . . . . . . . . . . . . . . 5,291 5,442 5,449 Other . . . . . . . . . . . . . . . . . . . . (262) (1,991) 293 One-time charge for early retirement . . . . . . . 4,353 - - Regulatory recognition of incurred cost. . . . . . 5,140 (6,218) (9,126) ------- ------- ------- Net periodic postretirement benefit cost . . . . . $21,200 $ 7,495 $ 7,044 ------- ------- ------- ------- ------- ------- During 1995, the Company recorded a one-time expense of $4.4 million related to the early retirement portion of its restructuring plan. The Company has established external trust funds to meet its expected postretirement benefit obligations. The trust funds are comprised primarily of guaranteed rate investment accounts and money market investment accounts. A reconciliation of the funded status of the plan to the amounts realized as of December 31 is presented below (dollars in thousands): 1995 1994 Accumulated present value of benefit obligations: Retiree benefit obligation . . . . . . . . . . . . $(67,488) $(55,233) Active employees fully eligible for benefits . . . (5,904) (6,127) Other active employees . . . . . . . . . . . . . . (33,949) (26,939) -------- ------- Accumulated benefit obligation . . . . . . . . . . (107,341) (88,299) Plan assets at fair value. . . . . . . . . . . . . 26,916 18,200 -------- ------- Accumulated benefit obligation greater than plan assets . . . . . . . . . . . . . . . . . . . (80,425) (70,099) Unrecognized net gain. . . . . . . . . . . . . . . (13,880) (25,894) Unrecognized transition obligation . . . . . . . . 89,952 95,993 -------- ------- Postretirement benefit liability recognized in the Consolidated Balance Sheets. . . . . . . . . . . $ (4,353) $ - -------- ------- -------- ------- Assumptions used were: Discount rate . . . . . . . . . . . . . . . . . 7.0% 8.5% Expected long-term rate of return on assets (after taxes): Midwest Resources union plan . . . . . . . . . . 9.0% 9.0% Midwest Resources salaried plan. . . . . . . . . 4.6% 4.6% Iowa-Illinois plans. . . . . . . . . . . . . . . 3.0% 3.0% For purposes of calculating the postretirement benefit obligation, it is assumed that health care costs for covered individuals prior to age 65 will increase by 11% in 1996, and that the rate of increase thereafter will decline by 1% annually to an ultimate rate of 5% by the year 2002. For covered individuals age 65 and older, it is assumed that health care costs will increase by 9% in 1996, and that the rate of increase thereafter will decline by 1% annually to an ultimate rate of 5% by the year 2000. -17- If the assumed health care trend rates used to measure the expected cost of benefits covered by the plans were increased by 1%, the total service and interest cost would increase by $0.9 million and the accumulated postretirement benefit obligation would increase by $7.6 million. The Company sponsors defined contribution pension plans (401(k) plans) covering substantially all employees. The Company's contributions to the plans, which are based on the participants level of contribution and cannot exceed four percent of the participants salaries or wages, were $3.7 million, $3.6 million and $3.6 million for 1995, 1994 and 1993, respectively. (7) SHORT-TERM BORROWING: Interim financing of working capital needs and the construction program may be obtained from the sale of commercial paper or short-term borrowing from banks. Information regarding short-term debt follows (dollars in thousands): 1995 1994 1993 Balance at year-end . . . . . . . . . . . $184,800 $124,500 $173,035 Weighted average interest rate on year-end balance. . . . . . . . . . . . 5.7% 6.1% 3.4% Average daily amount outstanding during the year. . . . . . . . . . . . . . $114,036 $105,728 $117,445 Weighted average interest rate on average daily amount outstanding during the year. . . . . . . . 6.0% 4.4% 3.3% At December 31, 1995, the Company had bank lines of credit of $250 million to provide short-term financing for its utility operations. As of December 31, 1995, the Company has regulatory authority to borrow up to $400 million of short-term debt for its utility operations. In January 1996, the Company entered into a $250 million revolving credit facility agreement to replace the lines of credit. The Company's commercial paper borrowings are currently supported by the revolving credit facility. (8) RATE MATTERS: The table below shows the Company's recent material general rate activities (dollars in thousands): Filing entity. . . . . . . . . . . . . . Midwest Midwest State of filing. . . . . . . . . . . . . Iowa Iowa Service . . . . . . . . . . . . . . . . Gas Electric Interim revenue increase: Amount . . . . . . . . . . . . . . . $ 8,200 $15,600 Percent. . . . . . . . . . . . . . . 3.2% 2.7% Date collection began. . . . . . . . October 18, 1994 January 1, 1995 Final revenue increase: Amount . . . . . . . . . . . . . . . $10,600 $20,300 Percent. . . . . . . . . . . . . . . 4.1% 3.4% Date collection began. . . . . . . . August 1, 1995 August 11, 1995 -18- The table below summarizes the results of the Company's recent material energy efficiency cost recovery filing activities (dollars in thousands): Filing entity . . . . . . . . . . Midwest Midwest Iowa-Illinois State of filing. . . . . . . . . . Iowa Iowa Iowa Final revenue increase granted*. . $19,700 $18,700 $18,600 Deferred charges to be amortized*. $14,100 $13,400 $13,800 Date collection began. . . . . . . October 12, 1994 January 21, 1995 August 3, 1995 * Recovery and amortization over a four-year period (9) DISCONTINUED OPERATIONS: The Company reflected as discontinued operations at September 30, 1994, all activities of a subsidiary that constructed generating facilities and a subsidiary that constructed electric distribution and transmission systems. Essentially all of the assets of these subsidiaries have been sold. Midwest Capital, under the terms of certain sale agreements, has indemnified the purchasers of the construction subsidiaries for specified losses or claims relating to construction projects which occurred prior to the date of their sale. In addition, Midwest Capital has guaranteed performance on a joint venture turnkey engineering, procurement and construction contract for a cogeneration project. The Company has provided a support agreement to Midwest Capital related to this project. In October 1995, the project received preliminary acceptance from the owner. Management believes that the likelihood of a material adverse impact to the Company under any indemnity provision of the sale agreements or construction contracts or material cash payments by the Company under the support agreements is remote. Net assets of the construction subsidiaries are separately presented on the Consolidated Balance Sheets as Investment in Discontinued Operations. Proceeds received from the disposition of the construction investments through December 31, 1995, were $4.1 million. Revenues from discontinued activities, as well as the results of operations and the estimated income (loss) on the disposal of discontinued operations for the years ended December 31 are as follows (in thousands): 1995 1994 1993 Operating Revenues . . . . . . . . . $ 7,334 $ 69,958 $ 94,350 -------- -------- --------- -------- -------- --------- Income (loss) from discontinued operations before income taxes . . . . . . . . $ 880 $ (2,788) $ (7,033) Income tax benefit (expense) . . . . (463) 908 3,179 -------- -------- --------- Total. . . . . . . . . . . . $ (417) $ (1,880) $ (3,854) -------- -------- --------- -------- -------- --------- Loss on disposal before income taxes . . . . . . . . $ - $(11,576) $ - Income tax benefit . . . . . . . . . - 7,811 - -------- ------- --------- Total. . . . . . . . . . . . $ - $ (3,765) $ - -------- -------- --------- -------- -------- --------- -19- (10) CONCENTRATION OF CREDIT RISK: The Company's electric utility operations serve 549,000 customers in Iowa, 83,000 customers in western Illinois and 3,000 customers in southeastern South Dakota. The Company's gas utility operations serve 471,000 customers in Iowa, 65,000 customers in western Illinois, 60,000 customers in southeastern South Dakota and 4,000 customers in northeastern Nebraska. The largest communities served by the Company are the Iowa and Illinois Quad-Cities; Des Moines, Sioux City, Cedar Rapids, Waterloo, Iowa City and Council Bluffs, Iowa; and Sioux Falls, South Dakota. The Company's utility operations grant unsecured credit to customers, substantially all of whom are local businesses and residents. As of December 31, 1995, billed receivables from the Company's utility customers totalled $126 million. The Company has investments in preferred stocks of companies in the utility industry. As of December 31, 1995, the total cost of these investments was $163 million. InterCoast has entered into leveraged lease agreements with companies in the airline industry. As of December 31, 1995, the receivables under these agreements totalled $38 million. (11) PREFERRED SHARES: On December 15, 1994, the Company redeemed all of its outstanding $4.36 Series, $4.22 Series and $7.50 Series preferred shares. The redemption was made at a premium, which resulted in a charge to net income on common shares of $312,000. The $5.25 Series Preferred Shares, which are not redeemable prior to November 1, 1998 for any purpose, are subject to mandatory redemption on November 1, 2003 at $100 per share. The $7.80 Series Preferred Shares, which are not redeemable prior to May 1, 1996 for any purpose, have sinking fund requirements under which 66,600 shares will be redeemed at $100 per share each May 1, beginning in 2001 through May 1, 2006. The total outstanding cumulative preferred stock that is not subject to mandatory redemption requirements may be redeemed at the option of the Company at prices which, in the aggregate, total $95.1 million. The aggregate total the holders of all preferred stock outstanding at December 31, 1995, are entitled to upon involuntary bankruptcy is $141.8 million plus accrued dividends. Annual dividend requirements for preferred stock outstanding at December 31, 1995, total $9.1 million. -20- (12) SEGMENT INFORMATION: Information related to segments of the Company's business is as follows for the years ended December 31 (in thousands): 1995 1994 1993 UTILITY Electric- Operating revenues . . . . . . . . . . $ 1,094,647 $1,021,660 $1,002,970 Cost of fuel, energy and capacity. . . 230,261 213,987 217,385 Depreciation and amortization expense. 136,324 132,886 129,814 Other operating expenses . . . . . . . 459,344 438,811 424,589 ----------- --------- --------- Operating income . . . . . . . . . . . $ 268,718 $ 235,976 $ 231,182 ----------- --------- --------- ----------- --------- --------- Gas- Operating revenues . . . . . . . . . $ 459,588 $ 492,015 $ 538,989 Cost of gas sold . . . . . . . . . . . 279,025 326,782 366,049 Depreciation and amortization expense. 22,626 21,343 21,008 Other operating expenses . . . . . . . 122,017 111,644 110,970 ----------- --------- --------- Operating income . . . . . . . . . . . $ 35,920 $ 32,246 $ 40,962 ----------- --------- --------- ----------- --------- --------- Operating income . . . . . . . . . . . . $ 304,638 $ 268,222 $ 272,144 Other income (expense) . . . . . . . . . (4,074) (3,712) 21,185 Interest charges . . . . . . . . . . . . 83,977 76,606 83,524 ----------- --------- --------- Income from continuing operations before income taxes . . . . . . . . . . 216,587 187,904 209,805 Income taxes . . . . . . . . . . . . . . 84,098 66,759 75,917 ----------- --------- --------- Income from continuing operations. . . . $ 132,489 $ 121,145 $ 133,888 ----------- --------- --------- ----------- --------- --------- Capital Expenditures- Electric . . . . . . . . . . . . . . . $ 133,490 $ 164,870 $ 178,903 Gas. . . . . . . . . . . . . . . . . . 57,281 46,799 36,178 NONREGULATED Revenues . . . . . . . . . . . . . . . . $ 169,409 $ 177,235 $ 140,976 Cost of sales. . . . . . . . . . . . . . 128,685 130,621 96,656 Depreciation, depletion and amortization . . . . . . . . . . . 26,573 24,884 18,771 Other operating expenses . . . . . . . . 17,657 16,346 16,797 ----------- --------- --------- Operating income (loss). . . . . . . . . (3,506) 5,384 8,752 Other income . . . . . . . . . . . . . . 15,734 37,084 30,978 Interest charges . . . . . . . . . . . . 30,425 31,638 30,421 Income (loss) from continuing operations before income taxes. . . . . . . . . . (18,197) 10,830 9,309 Income taxes . . . . . . . . . . . . . . (16,114) (4,410) (4,508) ----------- --------- --------- Income (loss) from continuing operations . . . . . . . . . . . . . . $ (2,083) $ 15,240 $ 13,817 ----------- --------- --------- ----------- --------- --------- Capital expenditures . . . . . . . . . . $ 56,162 $ 52,609 $ 86,505 -21- 1995 1994 1993 ASSET INFORMATION Identifiable assets- Electric (a) . . . . . . . . . . . . . $2,947,832 $2,915,749 $2,891,487 Gas (a). . . . . . . . . . . . . . . . 709,742 693,203 662,634 Used in overall utility operations . . . . . . . . . . . . . 46,644 71,399 67,622 Nonregulated . . . . . . . . . . . . . . 819,303 735,423 749,518 ---------- ---------- ---------- Total assets . . . . . . . . . . . . . . $4,523,521 $4,415,774 $4,371,261 ---------- ---------- ---------- ---------- ---------- ---------- (a) Utility plant less accumulated provision for depreciation, accounts receivable, accrued unbilled revenues, inventories, deferred gas expense, energy adjustment clause balance, nuclear decommissioning trust fund and regulatory assets. (13) FAIR VALUE OF FINANCIAL INSTRUMENTS: The following methods and assumptions were used to estimate the fair value of each class of financial instruments Tariffs for the Company's utility services are established based on historical cost ratemaking. Therefore, the impact of any realized gains or losses related to financial instruments applicable to the Company's utility operations is dependent on the treatment authorized under future ratemaking proceedings. Cash and cash equivalents - The carrying amount approximates fair value due to the short maturity of these instruments. Quad-Cities nuclear decommissioning trust fund - Fair value is based on quoted market prices of the investments held by the fund. Marketable securities - Fair value is based on quoted market prices. Debt securities - Fair value is based on the discounted value of the future cash flows expected to be received from such investments. Equity investments carried at cost - Fair value is based on an estimate of the Company's share of partnership equity, offers from unrelated third parties or the discounted value of the future cash flows expected to be received from such investments. Notes payable - Fair value is estimated to be the carrying amount due to the short maturity of these issues. Preferred shares - Fair value of preferred shares with mandatory redemption provisions is estimated based on the quoted market prices for similar issues. -22- Long-term debt - Fair value of long-term debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities. The following table presents the carrying amount and estimated fair value of certain financial instruments as of December 31 (in thousands): 1995 1994 Carrying Fair Carrying Fair Amount Value Amount Value ---------- --------- --------- -------- Financial Instruments Owned by the Company: Equity investments carried at costs . . . . . . . . . . . . . . . $ 58,972 $ 61,316 $ 22,352 $ 23,930 Financial Instruments Issued by the Company: Preferred shares; subject to mandatory redemption . . . . . . . . . . . . $ 50,000 $ 52,800 $ 50,000 $ 50,836 Long-term debt, including current portion . . . . . . . . . . . . . . $1,468,617 $1,528,504 $1,471,127 $1,391,372 The amortized cost, gross unrealized gain and losses and estimated fair value of investments in debt and equity securities at December 31, 1995 and 1994, are summarized as follows (in thousands): 1995 Amortized Unrealized Unrealized Fair Cost Gains Losses Value -------- -------- -------- -------- Available-for-sale: Equity securities $254,111 $ 7,132 $ (9,278) $251,965 Municipal Bonds 38,098 3,228 (210) 41,116 Cash equivalents 8,092 - - 8,092 Other debt securities 42,734 355 (6,507) 36,582 -------- -------- -------- -------- $343,035 $ 10,715 $(15,995) $337,755 -------- -------- -------- -------- -------- -------- -------- -------- Held-to-maturity: Equity securities $ 11,389 $ - $ (786) $ 10,603 Debt securities 19,440 31 (921) 18,550 -------- -------- -------- -------- $ 30,829 $ 31 $ (1,707) $ 29,153 -------- -------- -------- -------- -------- -------- -------- -------- -23- 1994 Amortized Unrealized Unrealized Fair Cost Gains Losses Value --------- -------- --------- --------- Available-for-sale: Equity securities $171,201 $2,388 $(14,703) $158,886 Municipal bonds 43,034 749 (1,773) 42,010 Cash equivalents 5,836 - - 5,836 Other debt securities 4,102 - - 4,102 --------- -------- --------- --------- $224,173 $3,137 $(16,476) $210,834 --------- -------- --------- --------- --------- -------- --------- --------- Held-to-maturity: Equity securities $ 40,628 $ - $ (1,374) $ 39,254 Debt securities 14,804 39 (1,849) 12,994 --------- -------- --------- --------- $ 55,432 $ 39 $ (3,223) $ 52,248 --------- -------- --------- --------- --------- -------- --------- --------- At December 31, 1995, the debt securities held by the Company had the following maturities (in thousands): Amortized Fair Cost Value --------- -------- Within 1 year $ 2,575 $ 2,454 1 through 5 years 38,345 36,934 5 through 10 years 35,788 32,239 Over 10 years 23,564 24,621 During 1995, the Company re-evaluated the classification of its securities classified as held-to-maturity and available-for-sale. As a result, certain securities, with a total amortized cost of $33.1 million and a market value of $33.8 million, were transferred from securities classified as held-to- maturity to available-for-sale securities. The proceeds and the gross realized gains and losses on the disposition of investments held by the Company for the years ended December 31, are as follows (in thousands): 1995 1994 Proceeds from sales $107,692 $135,769 Gross realized gains 3,923 10,338 Gross realized losses (3,158) 5,234 -24- (14) INCOME TAX EXPENSE: Income tax expense from continuing operations includes the following for the years ended December 31 (in thousands): 1995 1994 1993 Income taxes Current Federal . . . . . . . . . . $45,635 $20,036 $57,179 State . . . . . . . . . . . 12,071 5,387 12,295 -------- -------- -------- 57,706 25,423 69,474 Deferred Federal . . . . . . . . . . 15,905 37,316 7,610 State . . . . . . . . . . . 2,550 6,565 3,996 -------- -------- -------- 18,455 43,881 11,606 Investment tax credit, net. . (8,177) (6,955) (9,671) -------- -------- -------- Total income tax expense. . . $67,984 $62,349 $71,409 -------- -------- -------- -------- -------- -------- Included in Deferred Income Taxes in the Consolidated Balance Sheets as of December 31 are deferred tax assets and deferred tax liabilities as follows (in thousands): 1995 1994 Deferred tax assets Related to: Investment tax credits . . . $ 63,374 $ 67,279 Unrealized losses. . . . . . 7,548 4,008 Pensions . . . . . . . . . . 17,938 16,834 AMT credit carry forward . . 18,738 34,555 Nuclear reserves and decommissioning . . . . . 8,367 8,340 Other. . . . . . . . . . . . 10,679 14,640 -------- -------- Total. . . . . . . . . . . . $126,644 $145,656 -------- -------- -------- -------- 1995 1994 Deferred tax liabilities Related to: Depreciable property . . . . $533,750 $563,099 Income taxes recoverable through future rates. . . 207,631 206,856 Intangible drilling costs. . 38,278 17,062 Energy efficiency. . . . . . 28,616 17,635 Reacquired debt. . . . . . . 17,595 18,575 FERC Order 636 . . . . . . . 16,073 17,939 Other. . . . . . . . . . . . 31,275 30,155 -------- -------- Total. . . . . . . . . . . . $873,218 $871,321 -------- -------- -------- -------- The following table is a reconciliation between the effective income tax rate, before preferred stock dividends, indicated by the Consolidated Statements of Income and the statutory federal income tax rate for the years ended December 31: -25- 1995 1994 1993 Effective federal and state income tax rate . . . . . . . . . . . . . . 34% 31% 33% Amortization of investment tax credit . . . . 4 4 4 Resolution of prior year tax issue. . . . . . - 2 - State income tax, net of federal income tax benefit . . . . . . . . . . . . . . . . (5) (4) (5) Dividends received deduction. . . . . . . . . 2 2 2 Other . . . . . . . . . . . . . . . . . . . . - - 1 ---- ---- ---- Statutory federal income tax rate . . . . . . 35% 35% 35% ---- ---- ---- ---- ---- ---- (15) INVENTORIES: Inventories include the following amounts as of December 31 (in thousands): 1995 1994 Materials and supplies, at average cost. . . $ 27,442 $ 31,688 Coal stocks, at average cost . . . . . . . . 32,163 26,878 Fuel oil, at average cost. . . . . . . . . . 1,523 1,907 Gas in storage, at LIFO cost . . . . . . . . 21,883 30,347 Other. . . . . . . . . . . . . . . . . . . . 2,224 1,428 --------- --------- Total. . . . . . . . . . . . . . . . . . . . $ 85,235 $ 92,248 --------- --------- --------- --------- At December 31, 1995 prices, the current cost of gas in storage was $31.4 million. (16) OTHER INFORMATION: The Company has completed a merger-related restructuring plan during 1995. Other operating expenses in the Consolidated Statements of Income for 1995 includes $33.4 million related to the restructuring plan. Non-Operating - Other, Net, as shown on the Consolidated Statements of Income includes the following for the years ended December 31 (in thousands): 1995 1994 1993 Allowance for equity funds used during construction . . . . . . . . . . . . . $ 481 $ 452 $ - Gain on sale of assets, net. . . . . . . . . . 8,570 4,468 20,164 Income (loss) from equity method investments . (312) 2,712 2,073 Energy efficiency carrying charges . . . . . . 3,092 1,681 1,172 Merger costs . . . . . . . . . . . . . . . . . (4,624) (4,510) - Other-than-temporary declines in value of investments and other assets . . . . . . . (17,971) (1,791) (2,939) Other. . . . . . . . . . . . . . . . . . . . . 297 1,304 372 --------- ---------- -------- Total. . . . . . . . . . . . . . . . . . . . . $(10,467) $ 4,316 $ 20,842 --------- ---------- -------- --------- ---------- -------- -26- (17) HOLDING COMPANY PROPOSAL The Company's Board of Directors has approved the formation of a holding company for MidAmerican's organizational structure. The holding company would have two wholly owned subsidiaries consisting of MidAmerican (utility operations) 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 ICC, IUB, FERC, and the Nuclear Regulatory Commission. Subject to such approvals, each share of MidAmerican common stock will be exchanged for one share of the holding company's stock. It is management's intent, if possible, to complete the formation of the holding company and share exchange by the end of 1996. (18) UNAUDITED QUARTERLY OPERATING RESULTS: 1995 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter ----------- ----------- ----------- ----------- (In thousands, except per share amounts) Operating revenues . . . . . . . . . . $461,422 $371,712 $434,623 $455,887 Operating income . . . . . . . . . . . 78,841 56,312 99,887 66,092 Income from continuing operations. . . 37,577 26,674 37,457 28,698 Income (loss) from discontinued operations . . . . . . . . . . . . . - 516 - (99) Earnings on common stock . . . . . . . 35,296 24,908 35,780 26,780 Earnings per average common share: Income from continuing operations. . $ 0.35 $ 0.24 $ 0.36 $ 0.27 Income (loss) from discontinued operations . . . . . . . . . . . . - 0.01 - - -------- -------- -------- -------- Earnings per average common share. . . $ 0.35 $ 0.25 $ 0.36 $ 0.27 -------- -------- -------- -------- -------- -------- -------- -------- 1994 1st Quarter 2nd Quarter 3rd Quarter* 4th Quarter ----------- ----------- ----------- ----------- (In thousands, except per share amounts) Operating revenues . . . . . . . . . . $ 529,422 $ 368,126 $ 382,492 $ 410,870 Operating income . . . . . . . . . . . 86,855 55,949 85,570 45,232 Income from continuing operations. . . 47,468 24,748 42,125 22,044 Loss from discontinued operations. . . (759) (603) (4,236) (47) Earnings on common stock . . . . . . . 44,136 21,571 35,315 19,167 Earnings per average common share: Income from continuing operations . $ 0.46 $ 0.23 $ 0.40 $ 0.19 Loss from discontinued operations . (0.01) (0.01) (0.04) - -------- -------- -------- -------- Earnings per average common share. . . $ 0.45 $ 0.22 $ 0.36 $ 0.19 -------- -------- -------- -------- -------- -------- -------- -------- * Includes the estimated loss on the disposal of the construction subsidiaries. The quarterly data reflect seasonal variations common in the utility industry. -27- REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Shareholders and Board of Directors of MidAmerican Energy Company and Subsidiaries: We have audited the accompanying consolidated balance sheets and consolidated statements of capitalization of MidAmerican Energy Company (an Iowa corporation) and subsidiaries, as of December 31, 1995 and 1994, and the related consolidated statements of income, retained earnings and cash flows for each of the three years in the period ended December 31, 1995. 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 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% in 1994 and total revenues constituting 36% 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. 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, based on our report and the report of the other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of MidAmerican Energy Company and subsidiaries as of December 31, 1995 and 1994, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. /s/ Arthur Andersen LLP Chicago, Illinois January 26, 1996 -28- REPORT OF MANAGEMENT Management is responsible for the preparation of all information contained in this Annual Report, including the financial statements. The statements and related financial information have been prepared in conformity with generally accepted accounting principles. In the opinion of management, the financial position, results of operation and cash flows of the Company are reflected fairly in the statements. The statements have been audited by the Company's independent public accountants, Arthur Andersen LLP. The Company maintains a system of internal controls which is designed to provide reasonable assurance, on a cost effective basis, that transactions are executed in accordance with management's authorization, the financial statements are reliable and the Company's assets are properly accounted for and safeguarded. The Company's internal auditors continually evaluate and test the system of internal controls and actions are taken when opportunities for improvement are identified. Management believes that the system of internal controls is effective. The Audit Committee of the Board of Directors, the members of which are directors who are not employees of the Company, meets regularly with management, the internal auditors and Arthur Andersen LLP to discuss accounting, auditing, internal control and financial reporting matters. The Company's independent public accountants are appointed annually by the Board of Directors on recommendation of the Audit Committee. The internal auditors and Arthur Andersen LLP each have full access to the Audit Committee, without management representatives present. /s/ Stanley J. Bright President, Office of the Chief Executive Officer /s/ Lance E. Cooper Group Vice President Finance and Accounting -29-