-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RsgD1YZCEvqLiTeTczAkbIQ+irWyb6ScHSS4a9P/8kAtsZo6uGi0e6PNRbe+2rqh uhspXt/gglYK51qvOaCS8g== 0001081316-03-000004.txt : 20030228 0001081316-03-000004.hdr.sgml : 20030228 20030228130440 ACCESSION NUMBER: 0001081316-03-000004 CONFORMED SUBMISSION TYPE: U-3A-2 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030228 EFFECTIVENESS DATE: 20030228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDAMERICAN ENERGY HOLDINGS CO /NEW/ CENTRAL INDEX KEY: 0001081316 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC, GAS & SANITARY SERVICES [4900] IRS NUMBER: 942213782 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-3A-2 SEC ACT: 1935 Act SEC FILE NUMBER: 069-00467 FILM NUMBER: 03585589 BUSINESS ADDRESS: STREET 1: 666 GRAND AVE STREET 2: PO BOX 657 CITY: DES MOINES STATE: IA ZIP: 50309 BUSINESS PHONE: 5152424300 MAIL ADDRESS: STREET 1: 666 GRAND AVE STREET 2: PO BOX 657 CITY: DES MOINES STATE: IA ZIP: 50309 FORMER COMPANY: FORMER CONFORMED NAME: MID AMERICAN ENERGY HOLDINGS CO /NEW/ DATE OF NAME CHANGE: 19990308 U-3A-2 1 mehcu3a2.txt MIDAMERICAN ENERGY HOLDINGS COMPANY FORM U-3A-2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM U-3A-2 STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER RULE U-3A-2 FROM THE PROVISIONS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 TO BE FILED ANNUALLY PRIOR TO MARCH 1 MIDAMERICAN ENERGY HOLDINGS COMPANY hereby files with the Securities and Exchange Commission, pursuant to Rule 2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935, and submits the following information: 1. Name, state of organization, location and nature of business of claimant and every subsidiary thereof. A. MidAmerican Energy Holdings Company - Organized as a holding company. Incorporated in Iowa. Headquartered in Des Moines, Iowa. The following companies are subsidiaries of MidAmerican Energy Holdings Company as defined by Section 2(a): MidAmerican Funding, LLC - Organized as a holding company for acquisition financing purposes. Organized in Iowa. Headquartered in Des Moines, Iowa. MHC Inc. - Organized as a holding company. Incorporated in Iowa. Headquartered in Des Moines, Iowa. B. Utility Subsidiaries MidAmerican Energy Company (100% owned) - Organized as a public utility to generate, transmit, distribute and market electric energy and to distribute and market natural gas. Incorporated in Iowa. Headquartered in Des Moines, Iowa. i. Less than 100% but greater than 10% owned by MidAmerican Energy Company. CBEC Railway Inc. - Organized to own and operate rail facilities for the transportation of coal. Incorporated in Iowa. Headquartered in Des Moines, Iowa. C. Nonregulated Business Subsidiaries i. MidAmerican Capital Company (100% owned) - Organized as a holding company for nonregulated business subsidiaries. Incorporated in Delaware. Headquartered in Des Moines, Iowa. a. 100% Owned by MidAmerican Capital Company Cimmred Leasing Company - Organized to invest in, develop and/or manage financial business ventures. Incorporated in South Dakota. Headquartered in Dakota Dunes, South Dakota. InterCoast Capital Company - Organized to invest in and manage securities. Incorporated in South Dakota. Headquartered in Dakota Dunes, South Dakota. -1- InterCoast Global Management, Inc. - Organized to manage securities investments. Incorporated in Delaware. Headquartered in Des Moines, Iowa. InterCoast Power Company - Organized to manage nonregulated electric energy investments. Incorporated in Delaware. Headquartered in Des Moines, Iowa. IWG Co. 8 - Organized to invest in nonregulated hydropower projects or companies. Incorporated in Delaware. Headquartered in Des Moines, Iowa. MHC Investment Company - Organized to invest in, develop and/or manage investments and financial business ventures. Incorporated in South Dakota. Headquartered in Dakota Dunes, South Dakota. MWR Capital Inc. - Organized to invest in, develop and/or manage financial business ventures. Incorporated in South Dakota. Headquartered in Dakota Dunes, South Dakota. TTP, Inc. of South Dakota - Organized to invest in, develop and manage a cogeneration partnership. Incorporated in South Dakota. Headquartered in Dakota Dunes, South Dakota. b. Less than 100% but greater than 10% owned by MidAmerican Capital Company Edge Technologies, Inc. - A joint venture organized in Iowa to generate capital for the development and commercialization of inventions. Incorporated in Iowa. Headquartered in Ames, Iowa. Micro-Generation Technology Fund, LLC - Organized to invest in entrepreneurial ventures offering products and services relating to micro-generation of electric power. Organized in Delaware. Headquartered in Center Harbor, New Hampshire. Tenaska III Texas Partners - Organized to construct, own and operate a cogeneration plant located near Paris, Texas. Partnership organized in Texas. Headquartered in Omaha, Nebraska. Utech Venture Capital Corporation - Organized to invest in venture capital. Incorporated in Delaware. Headquartered in Wilmington, Delaware. ii. Midwest Capital Group, Inc. (100% owned) - Organized as a holding company for nonregulated business development subsidiaries. Incorporated in Iowa. Headquartered in Des Moines, Iowa. a. 100% Owned by Midwest Capital Group, Inc. Dakota Dunes Development Company - Organized to invest in, develop and/or manage real estate business ventures. Incorporated in Iowa. Headquartered in Dakota Dunes, South Dakota. Two Rivers Inc. - Organized to own and operate a golf course facility. Incorporated in South Dakota. Headquartered in Dakota Dunes, South Dakota. iii. MidAmerican Services Company (100% owned) - Organized to provide complementary energy services. Incorporated in Iowa. Headquartered in Des Moines, Iowa. iv. MEC Construction Services Co. (100% owned) - Organized to provide nonregulated utility construction services. Incorporated in Iowa. Headquartered in Des Moines, Iowa. v. HomeServices of America, Inc. (100% owned) - Organized as a holding company for nonregulated real estate brokerage operations. Incorporated in Delaware. Headquartered in Edina, Minnesota. -2- a. 100% owned by HomeServices of America, Inc. Capitol Intermediary Company - Organized to invest in real estate. Incorporated in Nebraska. Headquartered in Lincoln, Nebraska. Capitol Land Exchange, Inc. - Organized to invest in real estate. Incorporated in Nebraska. Headquartered in Lincoln, Nebraska. Capitol Title Company - Organized to sell title insurance. Incorporated in Nebraska. Headquartered in Lincoln, Nebraska. CBSHome Real Estate Company - Organized to provide residential real estate brokerage services. Incorporated in Nebraska. Headquartered in Omaha, Nebraska. Champion Realty, Inc. - Organized to provide residential real estate brokerage services. Incorporated in Maryland. Headquartered in Annapolis, Maryland. Chancellor Mortgage Services, Inc. - Organized to provide residential mortgage brokerage services. Incorporated in Maryland. Headquartered in Annapolis, Maryland. Chancellor Title Services, Inc. - Organized to provide title search, abstracting real estate escrow and closing services. Incorporated in Maryland. Headquartered in Annapolis, Maryland. Edina Corporate Services, Inc. - Organized as a third party relocation company to provide services to companies that relocate employees. Incorporated in Minnesota. Headquartered in Edina, Minnesota. Edina Realty Financial Services, Inc. - Organized as a holding company for the Edina Realty subsidiaries. Incorporated in Minnesota. Headquartered in Edina, Minnesota. Edina Realty Franchise Associates, Inc. - Organized to provide residential real estate brokerage services. Incorporated in Minnesota. Headquartered in Edina, Minnesota. Edina Realty HomeServices, Inc. - Organized to provide residential real estate brokerage services. Incorporated in Minnesota. Headquartered in Edina, Minnesota. Edina Realty, Inc. - Organized to provide residential real estate brokerage services. Incorporated in Minnesota. Headquartered in Edina, Minnesota. Edina Realty Insurance Agency, Inc. - Organized to provide property and casualty insurance agency services. Incorporated in Minnesota. Headquartered in Edina, Minnesota. Edina Realty Title, Inc. - Organized to provide title search, abstracting, real estate escrow, and closing services. Incorporated in Minnesota. Headquartered in Edina, Minnesota. The Escrow Firm, Inc. - Organized to provide closing and escrow services. Organized in California. Headquartered in San Diego, California. First Realty, Ltd. - Organized to provide residential real estate brokerage services. Incorporated in Iowa. Headquartered in West Des Moines, Iowa. For Rent, Inc. - Organized to lease residential property. Incorporated in Arizona. Headquartered in Tucson, Arizona. HMSV Financial Services, Inc. - Organized to provide mortgage brokerage services. Incorporated in Delaware. Headquartered in Edina, Minnesota. -3- HMSV Technologies, Inc. - Organized to provide residential real estate brokerage services. Incorporated in Delaware. Headquartered in Edina, Minnesota. HomeServices of California, Inc. - Organized to provide residential real estate brokerage services. Incorporated in Delaware. Headquartered in Edina, Minnesota. IMO Co., Inc. - Organized to provide residential real estate brokerage services. Incorporated in Missouri. Headquartered in Springfield, Missouri. InsuranceSouth LLC - Organized to provide property insurance services. Incorporated in Alabama. Headquartered in Birmingham, Alabama. Iowa Realty Co., Inc. - Organized to provide residential real estate brokerage services. Incorporated in Iowa. Headquartered in West Des Moines, Iowa. Iowa Realty Insurance Agency, Inc. - Organized to establish third party contracts with insurance companies to provide property insurance to residential real estate customers. Incorporated in Iowa. Headquartered in West Des Moines, Iowa. Iowa Title Company - Organized to provide land title abstracting services. Incorporated in Iowa. Headquartered in Des Moines, Iowa. J.D. Reece Mortgage Company - Organized to provide mortgage brokerage services. Incorporated in Kansas. Headquartered in Kansas City, Kansas. JRHBW Realty, Inc. - Organized to provide mortgage brokerage services. Incorporated in Alabama. Headquartered in Birmingham, Alabama. Jenny Pruitt & Associates, Inc. - Organized to provide residential real estate brokerage services. Incorporated in Georgia. Headquartered in Atlanta, Georgia. Kansas City Title, Inc. - Organized to provide title and abstracting services. Organized in Missouri. Headquartered in Overland Park, Kansas. Kentucky Residential Referral Service, LLC - Organized to provide residential real estate brokerage services. Organized in Kentucky as a limited liability company. Headquartered in Louisville, Kentucky. MidAmerican Commercial Real Estate Services, Inc. - Organized to provide commercial real estate brokerage services. Incorporated in Kansas. Headquartered in Overland Park, Kansas. Midland Escrow Services, Inc. - Organized to provide real estate and mortgage closing and escrow services. Incorporated in Iowa. Headquartered in West Des Moines, Iowa. MortgageSouth, LLC - Organized to provide residential mortgage brokerage services. Organized in Alabama. Headquartered in Birmingham, Alabama. MRST,Inc. - Organized to provide title search, abstracting real estate escrow and closing services. Incorporated in Kentucky. Headquartered in Louisville, Kentucky. Nebraska Land Title and Abstract Company - Organized to provide title and abstracting services. Incorporated in Nebraska. Headquartered in Omaha, Nebraska. Paul Semonin Company - Organized to provide residential real estate brokerage services. Incorporated in Kentucky. Headquartered in Louisville, Kentucky. -4- Pickford Escrow Company - Organized to provide closing and escrow services. Organized in California. Headquartered in San Diego, California. Pickford Golden State Member, LLC - Organized to invest in real estate. Organized in California. Headquartered in San Diego, California. Pickford Holdings, LLC - Organized as a holding company. Organized in California. Headquartered in San Diego, California. Plaza Financial Services, LLC - Organized as a holding company for a mortgage brokerage subsidiary. Organized in Kansas. Headquartered in Prairie Village, Kansas. Plaza Mortgage Services, LLC - Organized to provide residential mortgage brokerage services. Organized in Kansas. Headquartered in Prairie Village, Kansas. Professional Referral Organization, Inc. - Organized to generate real estate sales through referrals from retired agents. Incorporated in Maryland. Headquartered in Annapolis, Maryland. Reece & Nichols Alliance, Inc. - Organized to provide complementary residential real estate brokerage services. Incorporated in Kansas. Headquartered in Kansas City, Kansas. Reece & Nichols Realtors Inc. - Organized to provide residential real estate brokerage services. Incorporated in Kansas. Headquartered in Kansas City, Kansas. The Referral Company - Organized to generate real estate sales through referrals from retired salespersons of Iowa Realty Co., Inc. Incorporated in Iowa. Headquartered in West Des Moines, Iowa. RHL Referral Company, LLC - Organized to generate real estate sales through referrals from retired agents. Organized in Arizona. Headquartered in Tucson, Arizona. Roy H. Long Realty Company, Inc. - Organized to provide residential real estate brokerage services. Incorporated in Arizona. Headquartered in Tucson, Arizona. Select Relocation Services, Inc. - Organized to provide real estate relocation services. Incorporated in Nebraska. Headquartered in Omaha, Nebraska. Semonin Mortgage Services, Inc. - Organized as a holding company for an interest in a mortgage brokerage business. Incorporated in Kentucky. Headquartered in Louisville, Kentucky. Southwest Relocation, LLC - Organized to provide residential real estate brokerage services. Organized in Arizona as a limited liability company. Headquartered in Tucson, Arizona. TitleSouth, LLC - Organized to provide title insurance services. Organized in Alabama. Headquartered in Birmingham, Alabama. Trinity Mortgage Partners, Inc. - Organized to provide mortgage brokerage services. Incorporated in Georgia. Headquartered in Atlanta, Georgia. United Settlement Services, LC - Organized to provide title services. Organized in Iowa as a limited liability company. Headquartered in Des Moines, Iowa. Woods Bros. Insurance, Inc. - Organized to provide insurance services. Incorporated in Nebraska. Headquartered in Lincoln, Nebraska. -5- Woods Bros. Real Estate Group, Inc. - Organized to provide residential real estate brokerage services. Incorporated in Nebraska. Headquartered in Lincoln, Nebraska Woods Bros. Realty, Inc. - Organized to provide residential real estate brokerage services. Incorporated in Nebraska. Headquartered in Lincoln, Nebraska. Woods Lots, Inc. - Organized to invest in real estate. Incorporated in Nebraska. Headquartered in Lincoln, Nebraska. b. Less than 100% but greater than 10% owned by HomeServices of America, Inc. California Title Co. - Organized to provide land title searches. Incorporated in California. Headquartered in Santa Ana, California. Community Mortgage Company - Organized to provide mortgage brokerage services. Incorporated in Minnesota. Headquartered in Lincoln, Nebraska. HomeServices Lending, LLC - Organized to provide mortgage brokerage services. Organized in Delaware as a limited liability company. Headquartered in Edina, Minnesota. Info Now, LLC - Organized to provide title insurance. Organized in Minnesota. Headquartered in Edina, Minnesota. Iowa Title Linn County LLC - Organized to provide land title abstracting services. Organized in Iowa. Headquartered in West Des Moines, Iowa. Iowa Title Linn County II, LLC - Organized to provide title services. Organized in Iowa as a limited liability company. Headquartered in Des Moines, Iowa. Jenny Pruitt Insurance Services, LLC - Organized to provide residential real estate brokerage services. Organized in Georgia as a limited liability company. Headquartered in Atlanta, Georgia. Lincoln Federal JV, LLC - Organized to provide residential mortgage brokerage services. Organized in Nebraska. Headquartered in Lincoln, Nebraska. LinkHelp, LLC - Organized to provide complementary residential real estate brokerage services. Organized in Nebraska. Headquartered in Lincoln, Nebraska. Long Title Agency, LLC - Organized to provide title insurance. Incorporated in Arizona. Headquartered in Tucson, Arizona. Meridian Title Services, LLC - Organized to provide title services. Organized in Georgia as a limited liability company. Headquartered in Atlanta, Georgia. Pickford North County, LP - Organized to provide residential real estate brokerage services. Organized in California. Headquartered in San Diego, California. Pickford Real Estate, Inc. - Organized to provide residential real estate brokerage services. Incorporated in California. Headquartered in San Diego, California. Pickford Realty Ltd. - Organized to provide residential real estate brokerage services. Incorporated in California. Headquartered in San Diego, California. -6- Pickford Services Company - Organized to provide escrow and closing services. Incorporated in California. Headquartered in San Diego, California. Property I.D. Golden State, LLC - Organized to create real estate disclosure reports. Incorporated in California. Headquarters in San Diego, California. Real Estate Links, LLC - Organized to provide title services. Organized in Illinois as a limited liability company. Headquartered in Moline, Illinois. Trinity Mortgage Affiliates - Organized to provide mortgage brokerage services. Incorporate in Georgia. Headquartered in Atlanta, Georgia. vi. CE Electric UK Funding Company (100% owned) - Organized as a holding and investment company. Incorporated in England. Headquartered in Newcastle, United Kingdom. a. 100% directly or indirectly owned by CE Electric UK Funding Company and affiliates - (unless otherwise indicated, all of the following were headquartered in Newcastle, United Kingdom). CalEnergy Gas (Holdings) Limited - Gas exploration and ownership of gas. Incorporated in England. CalEnergy Gas (Polska) Sp. z.o.o. - Organized for the exploration, production and refining of reserves of natural gas and other hydrocarbons within the territory of Poland and abroad. Incorporated in Poland. Headquartered in Warsaw, Poland. CalEnergy Power (Polska) SP. z.o.o. - Organized to invest in power generation, development and to perform power generation activities; and invest in electrical infrastructure, development, construction and maintain electrical infrastructure; and to invest in or develop other activities relating to power generation and electrical infrastructure in Poland. Incorporated in Poland. Headquartered in Warsaw, Poland. CE Electric (Ireland) Ltd. - Organized to be a holding company. Incorporated in the Republic of Ireland. CE Electric UK Holdings - Organized as a holding company. Incorporated in England. CE Electric UK Ltd. - Organized as a holding company. Incorporated in England. CE UK Gas Holdings Limited - Holding company for gas exploration companies. Incorporated in England. Integrated Utility Services Limited - Organized to provide engineering contracting services. Incorporated in England. Northern Electric plc - A public limited company. Incorporated in England. Northern Electric Distribution Limited - Management of distribution network. Incorporated in England. Northern Electric Finance plc - Organized as a finance company. Incorporated in England. Northern Electric & Gas Limited - A holding company which directly owns 100% of the following subsidiaries: Northern Tracing & Collection Services Limited, Northern Electric Retail Limited, Northern Metering Services Limited, Northern InfoCom Limited. Incorporated in England. Northern Electric GenCo Limited - Organized as a holding company. Incorporated in England. -7- Northern Electric Generation (TPL) Limited - Organized as a holding company. Incorporated in England. Northern Electric Generation (Peaking) Limited - Standard commercial company. Incorporated in England. Northern Electric Insurance Services Limited - Organized to provide insurance services. Incorporated in the Isle of Man. Northern Electric (Overseas Holdings) Limited - General Merchants. Incorporated in England. Northern Electric Properties Limited - Organized as a property management company. Incorporated in England. Northern Electric Retail Limited - Retailing of electrical and gas appliances. Incorporated in England. Northern Electric Supply Limited - Organized to retail electricity and gas. Incorporated in England. Northern Electric Training Limited - Organized to provide training services. Incorporated in England. Northern Infocom Limited - Standard commercial company. Incorporated in England. Northern Metering Services Limited - Meter operator. Incorporated in England. Northern Transport Finance Limited - Organized as an investment company. Incorporated in England. Stamfordham Road Developments Ltd. - Organized to acquire, purchase, exchange land at Stamfordham Road, Newcastle Upon Tyne. Incorporated in England. b. Less than 100% but greater than 10% owned by CE Electric UK Funding Company - (unless otherwise indicated, the following are headquartered in Newcastle, United Kingdom). CalEnergy Gas Limited - Gas exploration and ownership of gas. Incorporated in England. CalEnergy Gas (Australia) Limited - Gas exploration and ownership of gas. Incorporated in England. CalEnergy Gas (Pipelines) Limited - Organized to explore and prospect for, manufacture, produce, buy, sell, dispose of and deal in gas and to use all such land, buildings and other works, machinery, plant and pipes. Incorporated in England. Headquartered in London, England. CalEnergy Resources Limited - Organized as a holding company. Incorporated in England. Integrated Utility Services Limited - Organized to provide engineering contracting services. Incorporated in Ireland. Kings Road Developments Limited - Organized to acquire and develop land, houses and buildings at Kings road, Wallsend. Incorporated in England. Selectusonline - Organized to provide and procure services and products. Incorporated in England. Teesside Power Limited - General and supply products connected with energy. Incorporated in England. Headquartered in Teesside, United Kingdom. -8- Vehicle Lease and Service Limited - Standard commercial company. Incorporated in England. Yorkshire Cayman Holdings Limited - A private company limited by shares incorporated in Cayman Islands. Headquartered in Cayman Islands. Yorkshire Electricity Distribution plc - A public limited company; management of distribution network; incorporated in England. Yorkshire Electric Distribution Services Limited - A private company limited by shares incorporated in England. Yorkshire Electricity Group plc - A public limited company incorporated in England. Yorkshire Holdings plc - A public limited company incorporated in England. Yorkshire Power Finance Limited - A private company limited by shares incorporated in Cayman Islands. Headquartered in Cayman Islands. Yorkshire Power Finance 2 Limited - A private company limited by shares incorporated in Cayman Islands. Headquartered in Cayman Islands. Yorkshire Power Group Limited - A private limited company incorporated in England. YPGHoldings LLC - A limited liability company incorporated in Delaware. Headquartered in Delaware. vii. CE Generation, LLC - (50% owned) - Organized as a holding company. Headquartered in Omaha, Nebraska. a. 100% directly or indirectly owned by CE Generation, LLC (all of the following are headquartered in Omaha, Nebraska) CalEnergy Operating Corporation - Provides operating and maintenance services for Imperial Valley Facilities; General Partner and 40% owner of Leathers, Del Ranch, & Elmore limited partnerships. Incorporated in Delaware. California Energy Development Corporation - Managing general partner and 50% owner of Yuma Cogeneration Associates. Incorporated in Delaware. California Energy Yuma Corporation - Organized as a holding company. Holds a 50% interest in Yuma Cogeneration Associates, a general partnership. Incorporated in Utah. CE Salton Sea Inc. - Organized as a holding company. Incorporated in Delaware. CE Texas Energy LLC - Owns CE Texas Gas LP. Organized in Delaware. CE Texas Gas LP - Owns contract rights. Organized in Delaware. CE Texas Fuel, LLC - Organized as a holding company. Organized in Delaware. CE Texas Pipeline, LLC - Organized as a holding company. Organized in Delaware. CE Texas Power, LLC - Organized as a holding company. Organized in Delaware. CE Texas Resources, LLC - Organized as a holding company. Organized in Delaware. -9- CE Turbo LLC - Owns Imperial Valley turbo-expander power project. Organized in Delaware. Conejo Energy Company - Holding company owning 50% partnership interest - 40% General Partner & 10% limited partner in Del Ranch, L. P. Incorporated in California. Del Ranch, L. P. - Owns Del Ranch (Hoch) project in the Salton Sea. Organized in California. Desert Valley Company - Operates monofill for Imperial Valley operations. Incorporated in California. Elmore, L.P. - Owns Elmore project in the Salton Sea. Organized in California. Falcon Power Operating Company - Organized to provide operation and maintenance services for cogeneration facilities. Incorporated in Texas. Falcon Seaboard Oil Company - Holds 100% interest in Power Resources, Ltd. Incorporated in Texas. Falcon Seaboard Pipeline Corporation - Holds 100% interest in Big Springs Pipeline Company. Incorporated in Texas. Falcon Seaboard Power Corporation - Holds 100% interest in SECI Holdings, Inc., Falcon Power Operating Company and NorCon Holdings, Inc. Incorporated in Texas. Fish Lake Power LLC - Owns a 1% interest in Salton Sea Unit IV. Organized in Delaware. FSRI Holdings, Inc. - Organized as a holding company. Incorporated in Texas. Imperial Magma LLC - Owns resource rights and real property in the Imperial Valley. Organized in Delaware. Leathers, L.P. - Owns Leathers project in the Salton Sea. Organized in California. MagmaLand Company I - Holds mineral interests and brine rights for Salton Sea Projects. Incorporated in Nevada. Magma Power Company - Organized as a holding company. Owns several operating subsidiaries. Incorporated in Nevada. Niguel Energy Company - Holding company owning 50% partnership interest (40% General Partner & 10% Limited Partner) in Elmore, L. P. Incorporated in California. Power Resources, Ltd. - Organized to own and operate a gas-fired cogeneration facility. Organized in Texas. Salton Sea Brine Processing L. P. - Owns 99% limited partnership interest in Salton Sea Power Generation, L.P. Organized in California. Salton Sea Funding Corporation - Organized to provide financing for Salton Sea Projects. Incorporated in Delaware. Salton Sea Power Company - Organized as a holding company. 1% General Partner Interest, Salton Sea Power Generation, L. P. & Salton Sea Brine Processing, L. P. Incorporated in Nevada. Salton Sea Power Generation L. P. - Owns Units 1, 2 & 3 & part of Unit 4 at Salton Sea. Organized in California. -10- Salton Sea Power L.L.C. - Owns Salton Sea Unit 5. Organized in Delaware. Salton Sea Royalty LLC - Owns rights to royalty payments. Organized in Delaware. San Felipe Energy Company - Holding company owning 50% partnership interest (40% General Partner & 10% Limited Partner) in Leathers, L. P. Incorporated in California. Saranac Energy Company, Inc. - Organized to own an interest in the project company for the Saranac cogeneration facility in Plattsburgh, NY. Incorporated in Delaware. SECI Holdings, Inc. - Holding company for Saranac Energy Company. Incorporated in Delaware. VPC Geothermal LLC - Owns 50% of Vulcan/BN Geothermal Power Company. Organized in Delaware. Vulcan Power Company - Organized as a holding company. Owns 50% of Vulcan/BN Geothermal Power Company. Incorporated in Nevada. Vulcan/BN Geothermal Power Company - Owner of Vulcan Project in the Imperial Valley. Organized in Nevada. Yuma Cogeneration Associates - Owner of the Yuma cogeneration natural gas-fired project in Arizona. Organized in Arizona. b. Less than 100% but greater than 10% owned by CE Generation, LLC North Country Gas Pipeline Corporation - Organized to construct, own and operate a gas pipeline to primarily transport fuel to Saranac. Incorporated in New York. Headquartered in Omaha, Nebraska. Saranac Power Partners, L. P. - Organized to construct, own and operate a natural gas-fired cogeneration facility in Plattsburgh, NY and to own North County Gas Pipeline Corporation. Organized in Delaware. Headquartered in Omaha, Nebraska. viii. Other MidAmerican Energy Holdings Company Related Entities: a. 100% directly or indirectly owned by MidAmerican Energy Holdings Company (unless otherwise indicated, all of the following are headquartered in Omaha, Nebraska). American Pacific Finance Company - Organized to be a captive finance company. Incorporated in Delaware. CalEnergy Capital Trust II - Organized to provide financing. Organized in Delaware. CalEnergy Capital Trust III - Organized to provide financing. Organized in Delaware. CalEnergy Company Inc. - Organized to develop projects in the United States. Incorporated in Delaware. CalEnergy Generation Operating Company - Organized to manage and operate power projects in the United States. Incorporated in Delaware. CalEnergy Holdings, Inc. - Organized as a holding company. Incorporated in Delaware. -11- CalEnergy International, Inc. - Development company for project interests located outside the United States. Incorporated in Delaware. CalEnergy International Ltd. - Organized to develop projects outside the United States. Organized in Bermuda. CalEnergy International Services, Inc. - Employs personnel working on CalEnergy's projects outside the United States. Incorporated in Delaware. CalEnergy Investments C.V. - Organized as a financing entity. Organized in the Netherlands. CalEnergy Minerals, LLC - Organized to own Salton Sea zinc recovery project. Organized in Delaware. CalEnergy Minerals Development LLC - Owns interest in minerals projects. Organized in Delaware. CalEnergy Pacific Holdings Corp. - Holding company which owns shares of CE International (Bermuda) Ltd. Incorporated in Delaware. CalEnergy U.K. Inc. - Owner of shares of CE Electric UK Funding Company. Incorporated in Delaware. CE Casecnan Water and Energy Company, Inc. - Organized to develop and operate a hydroelectric power plant in Luzon, Philippines. Incorporated in Philippines. CE Casecnan Ltd. - Holding company which owns interest in CE Casecnan Water & Energy Company, Inc. Organized in Bermuda. CE Cebu Geothermal Power Company, Inc. - Project company for the Upper Mahiao project, on the island of Leyte, Philippines. Incorporated in Philippines. CE (Bermuda) Financing Ltd. - Organized to finance energy projects directly or through subsidiaries. Organized in Bermuda. CE Electric, Inc. - Owner of shares of CE Electric UK Holdings. Incorporated in Delaware. CE Electric (NY), Inc. - Organized as a holding company. Incorporated in Delaware. CE Exploration Company - Exploration subsidiary with leaseholds in Oregon, Washington, and Northern California. Incorporated in Delaware. CE Geothermal, Inc. - Owns Western States Geothermal Company and Intermountain Geothermal Company. Incorporated in Delaware. CE Geothermal LLC - Organized to invest in nonregulated generation facilities. Organized in Delaware. CE Insurance Services Limited - Organized as a captive insurance company. Organized in the Isle of Man. CE International (Bermuda) Ltd - Holding company which owns interests in geothermal power generation project companies. Incorporated in Bermuda. CE International Investments, Inc. - Holding company for projects outside the United States. Incorporated in Delaware. -12- CE Mahanagdong Ltd. - Organized as a holding company. Incorporated in Bermuda. CE Mahanagdong II, Inc. - Holds interest in CE Luzon Geothermal Power Company, Inc. Organized in Philippines. CE Obsidian Energy LLC - Organized to develop, own and operate a geothermal power plant in the Salton Sea. Organized in Delaware. CE Philippines Ltd. - Organized as a holding company. Incorporated in Bermuda. CE Philippines II, Inc. - Holds interest in CE Cebu Geothermal Power Company Inc. Organized in Philippines. CE Power, Inc. - Owner of shares of CE Electric UK Funding Company. Incorporated in Delaware. CE Power LLC - Organized to invest in nonregulated generation facilities. Organized in Delaware. CE Resources LLC - Organized to invest in nonregulated generation facilities. Organized in Delaware. Cordova Energy Company, LLC - Organized to own and operate a gas fired cogeneration facility. Organized in Delaware. Headquartered in Des Moines, Iowa. Cordova Funding Corporation - Organized to provide financing for an independent power project. Incorporated in Delaware. Headquartered in Des Moines, Iowa. Fox Energy Company LLC - Organized to invest in nonregulated generation facilities. Incorporated in Delaware. Headquartered in Des Moines, Iowa. Intermountain Geothermal Company - Owner of 70% interest in the Roosevelt Hot Springs geothermal field in Utah. Incorporated in Delaware. Kern River Funding Corporation - Issue senior secured notes and loan proceeds. Incorporated in Delaware. Kern River Gas Transmission Company - Natural gas pipeline transmission company. Organized in Texas. KR Acquisition 1, LLC - Holds a 5% general partnership interest in Kern River Gas Transmission Company. Incorporated in Delaware. KR Acquisition 2, LLC - Holds a 50% general partnership interest in Kern River Gas Transmission Company. Incorporated in Delaware. KR Holding, LLC - Organied as a holding company. Incorporated in Delaware. Magma Netherlands B.V. - Holds interest in Visayas Geothermal Power Company. Incorporated in Netherlands. MEHC Investment, Inc. - Holds an investment in Williams Companies preferred stock. Incorporated in South Dakota. MidAmerican Capital Trust I - Organized to provide financing. Organized in Delaware. MidAmerican Capital Trust II - Organized to provide financing. Organized in Delaware. -13- MidAmerican Capital Trust III - Organized to provide financing. Organized in Delaware. MidAmerican Energy Machining Services, LLC Manufactures natural gas meter related products. Incorporated in Delaware. MidAmerican Transmission, LLC - Holds investment in TRANSLink. Incorporated in Delaware. NNGC Acquisition, LLC - Organized as a holding company. Incorporated in Delaware. Northern Natural Gas Company - Operates an interstate pipeline. Incorporated in Delaware. Ormoc Cebu LTD - Organized as a holding company. Organized in Bermuda. Quad Cities Energy Company - Organized to invest in nonregulated generation facilities. Incorporated in Iowa. Headquartered in Des Moines, Iowa. Salton Sea Minerals Corp. - Owns indirect interest in a zinc recovery project. Incorporated in Delaware. Tongonan Power Investment, Inc. - Holds a partnership interest in Visayas Geothermal Power Company. Incorporated in Philippines. Visayas Geothermal Power Company - Project company for the Malitbog project, on the island of Leyte, Philippines. Organized in Philippines. b. Less than 100% but greater than 10% owned by MidAmerican Energy Holdings Company - (all of the following are headquartered in Omaha, Nebraska). CE Luzon Geothermal Power Company, Inc. - Project company for the Mahanagdong project located on the island of Leyte, Philippines. Incorporated in Philippines. -14- D. Inactive Subsidiaries American Pacific Finance Company II - Incorporated in California. Arizona Home Services LLC - Organized in Arizona. Avonmouth CHP Limited - Incorporated in England. Big Spring Pipeline Company - Incorporated in Texas. Bioclean Fuels, Inc. - Incorporated in Delaware. CalEnergy BCF, Inc. - Incorporated in Delaware. CalEnergy Capital Trust - Organized in Delaware. CalEnergy Capital Trust IV - Organized in Delaware. CalEnergy Capital Trust V - Organized in Delaware. CalEnergy Capital Trust VI - Organized in Delaware. CalEnergy Europe Ltd. - Incorporated in England. CalEnergy Imperial Valley Company, Inc. - Incorporated in Delaware. CalEnergy Power Ltd. - Incorporated in England. CalEnergy Power Ventures Ltd. - Incorporated in England. California Energy Management Company - Incorporated in Delaware. CBE Engineering Co. - Incorporated in California. CEABC Co. - Incorporated in Delaware. CEXYZ Co. - Incorporated in Delaware. CE Administrative Services, Inc. - Incorporated in Delaware. CE Argo Energy, Inc. - Incorporated in Delaware. CE Argo Power LLC - Organized in Delaware. CE Asia Ltd. - Organized in Bermuda. CE Bali, Ltd. - Organized in Bermuda. CE Indonesia Geothermal, Inc. - Incorporated in Delaware. CE Indonesia Ltd. - Organized in Bermuda. CE Latin America Ltd - Organized in Bermuda. CE Obsidian Holding LLC - Organized in Delaware. CE Overseas Ltd. - Organized in Bermuda. CE Singapore Ltd. - Organized in Bermuda. CE/TA LLC - Incorporated in Delaware. DCCO Inc. - Incorporated in Minnesota. Electricity North East Ltd. - Incorporated in England. Electricity North Ltd. - Incorporated in England. Gas UK Ltd. - Incorporated in England. Gilbert/CBE Indonesia L.L.C. - Organized in Nebraska. Gilbert/CBE L. P. - Organized in Nebraska. Integrated Utility Services (UK) Ltd. - Incorporated in England. IPP Co. - Incorporated in Delaware. IPP Co. LLC - Organized in Delaware. InterCoast Sierra Power Company - Incorporated in Delaware. InterCoast Energy Company -. Incorporated in Delaware. InterCoast Power Marketing Company - Incorporated in Delaware J.P. & A., Inc. - Incorporated in Georgia. LW Technical (Northern) Ltd. - Incorporated in England. Magma Generating Company I - Incorporated in Nevada. Magma Generating Company II - Incorporated in Nevada. Magma Geo (GP) - Organized in California. MidAmerican Energy Financing I - Incorporated in Delaware. MidAmerican Energy Financing II - Organized as a statutory business trust. MidAmerican Energy Funding Corporation - Incorporated in Delaware. Midwest Gas Company - Incorporated in Iowa. NEEB Ltd. - Incorporated in England. Neptune Power Ltd. - Incorporated in England. NorCon Holdings, Inc. - Incorporated in Delaware. -15- NorCon Power Partners L.P. - Organized in Delaware. Norming Investments B.V. - Incorporated in Netherlands. North Eastern Electricity Ltd. - Incorporated in England. Northern Aurora, Inc. - Incorporated in Delaware. Northern Aurora Limited - Incorporated in England. Northern Cablevision Ltd. - Incorporated in England. Northern Cogen Ltd. - Incorporated in England. Northern Consolidated Power, Inc. - Incorporated in Delaware. Northern Electric Contracting Ltd. - Incorporated in England. Northern Electric & Gas Distribution Ltd. - Incorporated in England. Northern Electric Generation Limited - Incorporated in England. Northern Electric Power Ltd. - Incorporated in England. Northern Electric Share Scheme Trustee Ltd. - Incorporated in England. Northern Electrics Ltd. - Incorporated in England. Northern Electric Telecom Limited - Incorporated in England. Northern Electric (TPL) Holdings Ltd. - Incorporated in England. Northern Electric Transport Limited - Incorporated in England. Northern Energy Distribution Ltd. - Incorporated in England. Northern Power Distribution Ltd. - Incorporated in England. Northern Utility Services Limited - Incorporated in England. Northern Utilities Ltd. - Incorporated in England. Northern Tracing & Collection Services Limited - Incorporated in England. NUSL International Ltd. - Incorporated in England. Ormoc Cebu Ltd. - Organized in Bermuda. Real Estate Referral Network, Inc. - Incorporated in Nebraska. Ryhope Road Developments Ltd - Incorporated in England. Seal Sands Network Ltd. - Incorporated in England. Slupo I B.V. - Incorporated in Netherlands. The Chancellor Group, Inc. - Incorporated in Maryland. UK Distribution Limited - Incorporated in England. YEDL Limited - Incorporated in England. -16- 2. A brief description of the properties of the claimant and each of its subsidiary public utility companies. A. MidAmerican Energy Holdings Company is the holding company for MidAmerican Funding, LLC and various nonregulated businesses. MidAmerican Energy Holdings Company owns no physical utility property. MidAmerican Funding, LLC is the holding company for MHC Inc. and owns no physical utility property. MHC Inc. is the direct holding company for MidAmerican Energy Company and various nonregulated businesses. MHC Inc. owns no physical utility property. B. MidAmerican Energy Company is a regulated public utility company, incorporated in the State of Iowa. MidAmerican Energy is primarily engaged in the business of generating, transmitting, distributing and selling electric energy and distributing, selling and transporting natural gas. MidAmerican Energy owns intrastate natural gas transmission lines that do not constitute a material portion of the overall distribution system; as such these lines are classified as distribution lines for accounting purposes. MidAmerican Energy's utility service territory spans the State of Iowa, serving most of its larger cities as well as areas of Illinois, South Dakota, and Nebraska. MidAmerican provides retail electric service to 681,000 customers in Iowa, Illinois, and South Dakota and retail natural gas service to 660,000 customers in Iowa, Illinois, South Dakota, and Nebraska. i. ELECTRIC OPERATIONS: MidAmerican Energy's transmission lines, operating from 161,000 to 345,000 volts, totaled 2,031 circuit miles at December 31, 2002 (1,859 miles are located in Iowa). MidAmerican Energy owned 366 distribution substations (329 are located in Iowa) and 13 transmission substations (12 in Iowa). MidAmerican Energy owned 32 transmission/distribution/generation substations (28 in Iowa) at December 31, 2002. MidAmerican Energy owns or connects with electric transmission lines which deliver electric energy at or near the Iowa state border at the following interconnecting points: 1. 161 kv interconnection near Creston, Iowa with Western Area Power Administration; 2. 161 kv interconnection near Clarinda, Iowa with Aquila, Inc.; 3. 345 and 161 kv interconnections at Council Bluffs, Iowa with Omaha Public Power District; 4. 345 and 161 kv interconnections at Sioux City, Iowa with Omaha Public Power District; 5. 69 kv interconnection at Hamburg, Iowa with Associated Electric Cooperative, Inc.; 6. 345 kv interconnections near Hills, Iowa and near Haskins, Iowa with AmerenUE; 7. 345 kv interconnection at Sioux City, Iowa with Nebraska Public Power District; 8. 345 kv interconnection at Cooper Nuclear Station near Brownville, Nebraska, with Nebraska Public Power District; 9. 345 kv interconnection near Lakefield Junction, Minnesota, with Interstate Power and Light Company; 10. 345 and 161 kv interconnections near Sioux City, Iowa with Western Area Power Administration; -17- 11. two 345 kv interconnections at Quad-Cities Station near Cordova, Illinois, with Commonwealth Edison Company and Interstate Power Company; 12. 161 kv interconnection near Galesburg, Illinois, with Illinois Power Company; and 13. 161 kv interconnection near Camanche, Iowa, with Interstate Power and Light Company. MidAmerican Energy owns or connects with the following transmission lines at or near the Iowa state border in order to serve its electric customers: 1. two 69 kv transmission lines near McCook Lake, South Dakota; 2. one 69 kv transmission line near Alcester, South Dakota; 3. one 161 kv transmission line near Rock Island, Illinois; 4. one 161 kv transmission line in East Moline, Illinois; 5. one 69 kv transmission line in or near Port Bryan and Cordova, Illinois; 6. two 69 kv transmission lines in East Moline, Illinois; 7. two 69 kv transmission lines in Moline, Illinois; and 8. one 69 kv transmission line in Rock Island, Illinois. Electric generating facilities at December 31, 2002 consisted of the following. The net accredited generating capacity, along with the participation purchases and sales, net, and firm purchases and sales, net, are shown for the summer 2002 accreditation. Capability for jointly owned units is indicative of MidAmerican Energy's share of the unit total. Accredited Percent Generating Plant Ownership Fuel Capability (MW) - ---------------------------------------- --------- ------ --------------- Steam Electric Generating Plants: Iowa Council Bluffs Energy Center Unit No. 1 100.0 Coal 45 Unit No. 2 100.0 Coal 88 Unit No. 3 (jointly owned) 79.1 Coal 546 George Neal Station Unit No. 1 100.0 Coal 135 Unit No. 2 100.0 Coal 300 Unit No. 3 (jointly owned) 72.0 Coal 371 Unit No. 4 (jointly owned) 40.6 Coal 261 Louisa Unit (jointly owned) 88.0 Coal 616 Ottumwa Unit (jointly owned) 52.0 Coal 368 Riverside Station Unit No. 3 100.0 Coal 5 Unit No. 5 100.0 Coal 130 ----- Total Steam Electric Generating Units 2,865 ----- -18- Accredited Percent Generating Plant Ownership Fuel Capability (MW) - ---------------------------------------- --------- -------- --------------- Combustion Turbines: Iowa Coralville-4 units 100.0 Gas/Oil 64 Electrifarm-3 units 100.0 Gas/Oil 200 Parr-2 units 100.0 Gas/Oil 32 Pleasant Hill Energy Center -3 units 100.0 Oil 157 River Hills Energy Center-8 units 100.0 Gas/Oil 120 Sycamore Energy Center-2 units 100.0 Gas/Oil 148 Illinois Moline-4 units 100.0 Gas/Oil 64 ------ Total Combustion Turbines 785 ------ Nuclear: Illinois Quad-Cities Station Unit No. 1 (jointly owned) 25.0 Nuclear 190 Unit No. 2 (jointly owned) 25.0 Nuclear 219 ----- Total Nuclear 409 ----- Hydro: Illinois Moline - 4 units 100.0 Water 3 ----- Total Hydro 3 ----- Portable Power Modules - 28 units 100.0 Oil 56 ----- Net Accredited Generating Capability 4,118 Participation Purchases and Sales, Net Cordova Energy Company, LLC (1) 250 Nebraska Public Power District (2) 380 Participation Purchases and Sales, Net (24) ----- Total Net Accredited Generating Capability 4,724 ===== (1) The amount shown above is MidAmerican Energy's entitlement (50%) of the Cordova Energy Center's net accredited capacity under a purchase power contract extending to May 2004. Cordova Energy Center is owned by Cordova Energy Company, LLC, a subsidiary of MidAmerican Energy Holdings. (2) The amount shown is capacity purchased under a power purchase agreement contract with the Nebraska Public Power District extending to December 2004. ii. GAS OPERATIONS MidAmerican Energy serves customers in Iowa, Illinois, South Dakota, and Nebraska. MidAmerican Energy is responsible for the procurement, transportation, storage and distribution of natural gas. Natural gas is procured from various suppliers and transported by Northern Natural Gas Co., an affiliate of MidAmerican Energy, Natural Gas Pipeline Co. of America, Northern Border Pipeline Company and ANR Pipeline Co. to MidAmerican Energy's service territory. The gas is stored in various storage facilities to manage fluctuation in system demand and seasonal pricing. MidAmerican Energy's highest peak-day delivery was 1,143,026 MMBtus on February 2, 1996. -19- Natural gas is distributed through 20,835 miles of distribution mains and services of which 16,254 miles are located in Iowa, 2,086 miles in Illinois, 2,345 miles in South Dakota and 150 miles in Nebraska. Other natural gas property owned includes: three liquefied natural gas plants located in Bettendorf, Iowa, Waterloo, Iowa, and Des Moines, Iowa with 132,800 MMBtu maximum daily delivery capacity and two propane-air gas peak shaving plants located in Sioux City, Iowa and Des Moines, Iowa, with a total maximum daily delivery capacity of 59,000 MMBtu. 3. The following information, along with additional data, provides the electric and natural gas data for MidAmerican Energy for the year ended December 31, 2002. a. (1) Volumes of kWh of electric energy sold and related revenues (in thousands): Revenues Volumes Sold From Sales ------------ ---------- Retail 18,506,530 $1,115,106 Wholesale 8,864,541 215,419 ----------- ---------- Total 27,371,071 $1,330,525 ---------- ---------- (2) Volumes of MMBtu of natural gas distributed and related revenues (in thousands): Revenues Volumes Sold From Sales ------------ ---------- Retail 80,091 $538,318 Wholesale 50,214 134,237 ------- -------- Total 130,305 $672,555 ------- -------- b. (1) Outside of the state of incorporation of exempt holding company, the volumes of kWh of electric energy sold and related revenues at retail in (a) above (in thousands): Retail Revenues Volumes Sold From Sales ------------ --------------- Illinois 1,974,332 $116,558 South Dakota 142,644 7,938 --------- -------- Total 2,116,976 $124,496 --------- -------- (2) Outside of the state of incorporation of exempt holding company, the volumes of MMBtu of natural gas sold and related revenues at retail in (a) above (in thousands): Retail Revenues Volumes Sold From Sales ------------ --------------- Illinois 7,995 $ 50,454 South Dakota 8,978 59,170 Nebraska 652 4,382 ------ --------- Total 17,625 $114,006 ------ -------- -20- c. (1) Outside the state of incorporation of exempt holding company or at the state line, volumes of kWh of electric energy sold at wholesale in (a) above: None Outside the state of incorporation of exempt holding company, the volumes of kWh of electric energy sold at wholesale excludes the following sales for resale transactions originating within the state to purchasers outside the state and related revenues (in thousands): Revenues Volumes Sold From Sales ------------ ---------- Missouri 2,368,721 $51,617 Minnesota 1,182,545 33,255 Connecticut 1,107,802 31,298 South Dakota 258,047 6,689 Nebraska 255,600 5,625 North Dakota 253,968 5,954 Texas 234,865 4,705 Oklahoma 177,963 2,465 Maryland 134,068 3,467 Illinois 145,767 4,103 Kansas 118,685 2,365 Florida 87,492 2,592 Canada 86,261 1,866 Idaho 83,662 2,321 Pennsylvania 15,200 529 Michigan 12,441 284 Ohio 8,217 284 Colorado 6,652 155 Massachusetts 6,385 120 Georgia 6,006 119 Tennessee 2,352 42 New York 1,600 47 New Mexico 1,000 26 Wisconsin 985 18 Indiana 800 13 --------- -------- Total 6,557,084 $159,959 --------- -------- (2) Outside of the state of incorporation of exempt holding company, the volumes of MMBtu of natural gas sales for resale transactions and related revenues at wholesale in (a) above (in thousands): Revenues Volumes Sold From Sales ------------ ---------- Illinois 19,031 $ 62,862 Kansas 4,893 10,883 Texas 4,283 16,659 Oklahoma 2,289 7,368 Michigan 1,965 5,872 Minnesota 486 1,260 Alberta, Canada 17 56 Louisiana 14 34 ------- -------- Total 32,978 $104,994 ------- -------- -21- d. (1) Number of kWh of electric energy purchased outside of the state of incorporation, or at the state line (in thousands): Nebraska 3,248,026 Illinois 1,268,670 Missouri 796,197 Texas 256,675 Minnesota 202,470 Ohio 157,600 South Dakota 53,103 Connecticut 50,467 Pennsylvania 39,200 North Dakota 33,385 Florida 17,220 Canada 15,645 Idaho 11,640 Kansas 11,429 Oklahoma 6,513 Maryland 4,452 Georgia 4,250 New York 3,200 Michigan 1,855 Wisconsin 1,527 --------- Total 6,183,524 --------- (2) Number of MMBtu of natural gas purchased outside of the state of incorporation, or at the state line: Kansas 25,403,536 Texas 12,259,861 Oklahoma 7,840,798 Minnesota 3,519,034 Illinois 2,456,837 Nebraska 2,156,827 Michigan 1,232,473 Louisiana 429,744 New Mexico 170,276 South Dakota 129,734 Alabama 8,108 ---------- Total 55,607,228 ---------- e. Additional Data: (1) Electric operating revenues (dollars in thousands): Iowa 88.8% $1,201,066 Outside of Iowa 11.2% 152,150 ----- ---------- Total 100.0% $1,353,216 ----- ---------- (2) Natural gas operating revenues (dollars in thousands): Iowa 78.5% $546,175 Outside of Iowa 21.5% 149,624 ----- -------- Total 100.0% $695,799 ----- -------- -22- (3) Total average electric customers: Iowa 87.1% 589,659 Outside of Iowa 12.9% 87,079 ----- ------- Total 100.0% 676,738 ----- ------- (4) Total average natural gas customers: Iowa 78.5% 513,264 Outside of Iowa 21.5% 140,865 ----- ------- Total 100.0% 654,129 (5) Net utility plant- electric (dollars in thousands): Iowa 89.4% $2,072,529 Outside of Iowa 10.6% 244,599 ----- ---------- Total 100.0% $2,317,128 (6) Net utility plant- gas (dollars in thousands): Iowa 77.3% $393,396 Outside of Iowa 22.7% 115,552 ----- -------- Total 100.0% $508,948 ------ -------- 4. The following information for the reporting period with respect to claimant and each interest it holds directly or indirectly in an EWG or a foreign utility company. a. Name, location, business address and description of the facilities used by the EWG or foreign utility company: (1) Name: CE Casecnan Water and Energy Company, Inc. Location: On the Island of Luzon, Philippines Business Address: 24th Floor, 6750 Building 6750 Ayala Avenue Makati, Metro Manila, Philippines Description: This facility consists of a multipurpose irrigation and hydroelectric power facility with a rated capacity of approximately 150 MW, consisting of two Francis-type turbines, located on the island of Luzon in the Republic of the Philippines. CE Casecnan Water and Energy Company sells the full energy output of the facility to the Philippine National Irrigation Administration ("NIA"). NIA in turn sells the energy to the National Power Corporation ("NAPOCOR"). NIA, at its own cost and expense, caused NAPOCOR to construct, install, connect and maintain the required transmission line between the facility's powerhouse and NAPOCOR's Luzon grid. (2) Name: CE Cebu Geothermal Power Company, Inc. Location: On the Island of Leyte, Philippines Business Address: 24th Floor, 6750 Building 6750 Ayala Avenue Makati, Metro Manila, Philippines Description: This facility consists of four geothermal combined cycle units, with an aggregate rated capacity of 199 MW (each consisting of a back pressure turbine and three binary turbo-chargers and associated generators and two binary turbo-chargers and associated generators). The facilities are located on the Island of Leyte, Republic of the Philippines. CE Cebu sells the full energy output of the facilities to -23- the Philippine National Oil Company-Energy Development Corporation ("PNOC-EDC"). PNOC-EDC in turn sells the energy to the National Power Corporation ("NAPOCOR") which delivers power from the facilities to the island of Cebu by means of its own transmission facilities. (3) Name: CE Luzon Geothermal Power Company, Inc. Location: On the Island of Leyte, Philippines Business Address: 24th Floor, 6750 Building 6750 Ayala Avenue Makati, Metro Manila, Philippines Description: This facility consists of two geothermal power plants on two adjacent sites, Mahanagdong A and Mahanagdong B, with an aggregate rated capacity of approximately 165 gross MW. Mahanagdong A consists of two 60 MW turbine/generators powered by geothermal steam and Mahanagdong B consists of one 60 MW turbine/generator powered by geothermal steam. The facilities are located on the island of Leyte in the Republic of the Philippines. CE Luzon sells the full energy output of the facilities to The Philippine National Oil Company-Energy Development Company ("PNOC-EDC"). PNOC-EDC in turn sells the energy to the National Power Corporation ("NAPOCOR") which delivers power to the island of Luzon by means of its own transmission facilities. (4) Name: Northern Electric Distribution Limited Location: Newcastle, England Business Address: Carliol House Market Street Newcastle upon Tyne NE1 6NE England Description: Northern Electric is the holder of an England distribution license for the distribution of electricity in the North East of England. (5) Name: Yorkshire Electricity Distribution plc Location: Newcastle, England Business Address: Carliol House Market Street Newcastle upon Tyne NE1 6NE England Description: Yorkshire Electricity is the holder of an England distribution license for the distribution of electricity in Yorkshire, England. (6) Name: Visayas Geothermal Power Company Location: On the Island of Leyte, Philippines Business Address: 24th Floor, 6750 Building 6750 Ayala Avenue Makati, Metro Manila, Philippines Description: These facilities consist of three generating units, with an aggregate rated capacity of 216 MW, located on the island of Leyte in the Republic of the Philippines. Each generating unit consists of one turbine/generator set. VGPC sells the full energy output of the facilities to the Philippine National Oil Company-Energy Development Corporation ("PNOC-EDC"). PNOC-EDC in turn sells the energy to the National Power Corporation ("NAPOCOR") which delivers power from one of the power plant's -24- units to the island of Cebu and the power from the other two units of the power plant to the island of Luzon, in each case by means of its own transmission facilities. (7) Name: Cordova Energy Company, LLC Location: Cordova, Illinois Business Address: 24712 192 Ave. N Cordova, Illinois 61242 Description: This facility consists of a 537 MW gas-fired power plant in the Quad Cities, Illinois area. Cordova Energy has entered into a power purchase agreement with a unit of El Paso Energy Corporation ("El Paso") in which El Paso will purchase all of the capacity and energy from the project until December 31, 2019. Cordova Energy has exercised an option under the El Paso Power Purchase Agreement to callback 50% of the project output for sales to others for the contract years ending on or prior to May 14, 2004. Cordova Energy subsequently entered into a power purchase agreement with MidAmerican Energy Company whereby MidAmerican Energy will purchase 50% of the capacity and energy from the Cordova Project until May 14, 2004. b. Name of each system company that holds an interest in such EWG or foreign utility company: (1) CalEnergy Investments C.V. (2) CalEnergy Pacific Holdings Corporation (3) CalEnergy UK Inc. (4) CE Casecnan Ltd. (5) CE Casecnan Water & Energy Company, Inc. (6) CE Cebu Geothermal Power Company, Inc. (7) CE Electric (NY), Inc. (8) CE Electric Inc. (9) CE Electric UK Funding Company (10) CE Electric UK Holdings (11) CE Electric UK Ltd. (12) CE International Investments, Inc. (13) CE Luzon Geothermal Power Company, Inc. (14) CE Mahanagdong Ltd. (15) CE Mahanagdong II, Inc. (16) CE Philippines Ltd. (17) CE Philippines II, Inc. (18) CE Power Inc. (19) Cordova Energy Company, LLC (20) Cordova Funding Corporation (21) Magma Netherlands B.V. (22) MidAmerican Energy Holdings Company (23) Northern Electric Distribution Limited (24) Northern Electric plc (25) Quad Cities Energy Company (26) Tongonan Power Investments, Inc. (27) Visayas Geothermal Power Company (28) Yorkshire Electricity Group plc (29) Yorkshire Holdings plc (30) Yorkshire Power Group Limited -25- c. Type and amount of capital invested, directly or indirectly, or any direct or indirect guarantee of the security of the EWG or foreign utility company by the holding company claiming exemption; and any debt or other financial obligation for which there is recourse, directly or indirectly, to the holding company claiming exemption or another system company, other than the EWG or foreign utility company (in thousands): (1) CE Casecnan Water and Energy Company, Inc. Stockholders' equity $151,921 Debt $84,605 (2) CE Cebu Geothermal Power Company Inc. Stockholders' equity $70,396 Debt $0 (3) CE Luzon Geothermal Power Company Inc. Stockholders' equity $70,281 Debt $0 (4) Northern Electric Distribution Limited Stockholders' equity $440,274 Debt $0 (5) Yorkshire Electricity Distribution plc Stockholders' equity $457,678 Debt $0 (6) Visayas Geothermal Power Company Partners capital $81,692 Debt $0 (7) Cordova Energy Company, LLC Stockholders' Equity $48,998 Debt $0 -26- d. Capitalization and earnings of the EWG or foreign utility company during the reporting period (in thousands): (1) CE Casecnan Water and Energy Company, Inc. Capitalization $524,452 Earnings $44,956 (2) CE Cebu Geothermal Power Company Inc. Capitalization $138,453 Earnings $6,395 (3) CE Luzon Geothermal Power Company Inc. Capitalization $189,209 Earnings $27,984 (4) Northern Electric Distribution Limited Capitalization $759,247 Earnings $92,548 (5) Yorkshire Electricity Distribution plc Capitalization $775,813 Earnings $107,879 (6) Visayas Geothermal Power Company Capitalization $145,258 Earnings $36,733 (7) Cordova Energy Company, LLC Capitalization $272,760 Earnings $342 e. Identify any service, sales or construction contracts between the EWG or foreign utility company and a system company: MidAmerican Energy has an agreement with Cordova Energy Company LLC, an indirect subsidiary of MidAmerican Energy Holdings, to purchase electric capacity and energy from a gas-fired combined cycle generation plant which started commercial operation in June 2001. The agreement, which terminates in May 2004, provides for MidAmerican Energy to purchase up to 50% of the net capacity of the plant and to supply the fuel stock required to generate the energy purchased. -27- Exhibit A Exhibit A-1, pages 1 through 9, shows unaudited consolidating statements of income, consolidating balance sheets and consolidating statements of retained earnings (surplus) of MidAmerican Energy Holdings Company and its subsidiaries as of and for the year ended December 31, 2002. Exhibit A-2, pages 1 through 18, shows unaudited consolidating statements of income, consolidating balance sheets and consolidating statements of retained earnings (surplus) of MidAmerican Funding, LLC and its subsidiaries (including MHC Inc.) as of and for the year ended December 31, 2002. Exhibit A-3, pages 1 through 15, shows unaudited consolidating statements of income, consolidating balance sheets and consolidating statements of retained earnings (surplus) of CE Electric UK Funding Company and its subsidiaries as of and for the year ended December 31, 2002. Exhibit A-4, pages 1 through 4, shows unaudited consolidating statements of income, consolidating balance sheets and consolidating statements of retained earnings (surplus) of KR Holding, LLC and its subsidiaries as of and for the year ended December 31, 2002. Exhibit A-5, pages 1 through 4, shows unaudited consolidating statements of income, consolidating balance sheets and consolidating statements of retained earnings (surplus) of NNGC Acquisition, LLC and its subsidiaries as of and for the year ended December 31, 2002. Exhibit A-6, pages 1 through 36, shows unaudited consolidating statements of income, consolidating balance sheets and consolidating statements of retained earnings (surplus) of HomeServices of America, Inc and its subsidiaries as of and for the year ended December 31, 2002. Exhibit A-7, pages 1 through 3, shows unaudited consolidating statements of income, consolidating balance sheets and consolidating statements of retained earnings (surplus) of MidAmerican Energy Holdings Company's domestic subsidiaries as of and for the year ended December 31, 2002. Exhibit A-8, pages 1 through 6, shows unaudited consolidating statements of income, consolidating balance sheets and consolidating statements of retained earnings (surplus) of MidAmerican Energy Holdings Company's Philippine subsidiaries as of and for the year ended December 31, 2002. Exhibit A-9 lists the remaining active subsidiaries that are not included in the consolidating statements of income or balance sheets and retained earnings on Exhibits A-1 through A-8. Exhibit A is filed confidentially pursuant to Rule 104 under the Public Utility Holding Company Act of 1935, as amended. Exhibit B A listing showing foreign utility companies and exempt wholesale generators owned by claimants. -28- Each of the above named claimants has caused this statement to be duly executed on its behalf by its authorized officer on this 28th day of February, 2003. MidAmerican Energy Holdings Company By /s/ Patrick J. Goodman -------------------------- Patrick J. Goodman Senior Vice President and Chief Financial Officer Attest: /s/ Paul J. Leighton - ----------------------------------------- Paul J. Leighton Vice President, Assistant General Counsel And Assistant Corporate Secretary All notices and correspondence concerning this statement should be addressed to: Paul J. Leighton Assistant General Counsel MidAmerican Energy Holdings Company P.O. Box 657 Des Moines, IA 50303-0657 MIDAMERICAN ENERGY HOLDINGS COMPANY FORM U-3A-2 EXHIBIT B 1. CE Power Inc, CE Electric Inc. and CalEnergy UK Inc. (each 100% owned by MidAmerican Energy Holdings Company "MEHC")) A. CE Electric UK Funding Company (35% owned by CE Power Inc., 35% owned by CE Electric Inc. and 30% owned by CalEnergy UK Inc.) I. CE Electric UK Holdings (100% owned by CE Electric UK Funding Company) a. CE Electric UK Ltd. (100% owned by CE Electric UK Holdings) I. Northern Electric plc (100% owned by CE Electric UK Ltd.) a. Northern Electric Distribution Limited (100% owned by Northern Electric plc) (FUCO) II. Yorkshire Power Group Limited (100% owned by CE Electric UK Ltd.) a. Yorkshire Holdings plc (100% owned by Yorkshire Power Group Limited) I. Yorkshire Electricity Group plc (100% owned by Yorkshire Holdings plc) (FUCO) 2. CE International Investments Inc. (100% owned by MEHC) A. CE Philippines Ltd. (100% owned by CE International Investments Inc.) I. CE Philippines II, Inc. (100% owned by CE Philippines Ltd.) a. CE Cebu Geothermal Power Company Inc. (100% owned by CE Philippines II, Inc.) (FUCO) B. CE Mahanagdong Ltd. (100% owned by CE International Investments Inc.) I. CE Mahanagdong II, Inc. (100% owned by CE Mahanagdong Ltd.) a. CE Luzon Geothermal Power Company, Inc. (92% owned by CE Mahanagdong II, Inc.) (FUCO) C. CE Casecnan Ltd (49% owned by CE International Investments Inc. and 51% owned by CalEnergy Pacific Holdings Corp.) I. CE Casecnan Water and Energy Company, Inc. (100% owned by CE Casecnan Ltd.) (FUCO) (1) 3. CalEnergy Pacific Holdings Corp. (100% owned by MEHC) See 2.C. 4. Tongonan Power Investment, Inc. (100% owned by MEHC) A. Visayas Geothermal Power Company (1% owned by Tongonan Power Investment, Inc. and 99% owned by Magma Netherlands B.V.) (FUCO) 5. CalEnergy Investments C.V. (90% owned by MEHC and 10% owned by CE Electric (NY), Inc.) A. Magma Netherlands B.V. (100% owned by CalEnergy Investments C.V.) See 4.A. 6. CE Electric (NY), Inc. (100% owned by MEHC) A. CalEnergy Investments C.V. (10% owned by CE Electric (NY), Inc. and 90% owned by MEHC) See 5.A. 7. Cordova Funding Corp. (100% owned by MEHC) A. Quad Cities Energy Company (.1% owned by Cordova Funding Corp. and 99.9% owned by MEHC) I. Cordova Energy Company LLC (100% owned by Quad Cities Energy Company) (EWG) 8. Quad Cities Energy Company (99.9% owned by MEHC and .1% owned by Cordova Funding Corp.) See 7.A.1. (1) Ownership interest increased to 100% effective from commencement of commercial operations pursuant to the share ownership adjustment mechanism in the CE Casecnan Water and Energy Company, Inc. shareholder agreement. See items 1(B) and 1(C) of U-3A-2 for a listing of additional subsidiaries of MEHC. -30- -----END PRIVACY-ENHANCED MESSAGE-----