10-Q 1 llcmec33113form10-q.htm 10-Q LLC/MEC 3.31.13 Form 10-Q


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2013

or

[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _________to _________

Commission
 
Exact name of registrant as specified in its charter;
 
IRS Employer
File Number
 
State or other jurisdiction of incorporation or organization
 
Identification No.
 
 
 
 
 
333-90553
 
MIDAMERICAN FUNDING, LLC
 
47-0819200
 
 
(An Iowa Limited Liability Company)
 
 
 
 
666 Grand Avenue, Suite 500
 
 
 
 
Des Moines, Iowa 50309-2580
 
 
 
 
 
 
 
333-15387
 
MIDAMERICAN ENERGY COMPANY
 
42-1425214
 
 
(An Iowa Corporation)
 
 
 
 
666 Grand Avenue, Suite 500
 
 
 
 
Des Moines, Iowa 50309-2580
 
 
 
 
 
 
 
(515) 242-4300
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
MidAmerican Funding, LLC
Yes S No £
 
MidAmerican Energy Company
Yes S  No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
MidAmerican Funding, LLC
Yes S No £
 
MidAmerican Energy Company
Yes S  No £

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers or smaller reporting companies. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer £
Accelerated filer £
Non-accelerated filer S
Smaller reporting company £

Indicate by check mark whether either registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  £            No  S



All of the member's equity of MidAmerican Funding, LLC was held by its parent company, MidAmerican Energy Holdings Company as of April 30, 2013.

All common stock of MidAmerican Energy Company is held by its parent company, MHC Inc., which is a direct, wholly owned subsidiary of MidAmerican Funding, LLC. As of April 30, 2013, 70,980,203 shares of MidAmerican Energy Company common stock, without par value, were outstanding.

MidAmerican Funding, LLC and MidAmerican Energy Company separately file this combined Form 10-Q. Information relating to each individual registrant is filed by such registrant on its own behalf. MidAmerican Energy Company makes no representation as to information relating to any other subsidiary of MidAmerican Funding, LLC.


TABLE OF CONTENTS

PART I



i


Definition of Abbreviations and Industry Terms

When used in Forward-Looking Statements, Part I - Items 2 through 4, and Part II - Items 1 through 6, the following terms have the definitions indicated.
Companies
 
 
MEHC
 
MidAmerican Energy Holdings Company
MidAmerican Funding
 
MidAmerican Funding, LLC
MidAmerican Energy
 
MidAmerican Energy Company
Berkshire Hathaway
 
Berkshire Hathaway Inc. and its subsidiaries
 
 
 
Certain Industry Terms
 
 
AFUDC
 
Allowance for Funds Used During Construction
DSM
 
Demand-side Management
Dth
 
Decatherms
EPA
 
United States Environmental Protection Agency
FERC
 
Federal Energy Regulatory Commission
GHG
 
Greenhouse Gases
GWh
 
Gigawatt Hours
IUB
 
Iowa Utilities Board
MW
 
Megawatts

Forward-Looking Statements

This report contains statements that do not directly or exclusively relate to historical facts. These statements are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can typically be identified by the use of forward-looking words, such as "will," "may," "could," "project," "believe," "anticipate," "expect," "estimate," "continue," "intend," "potential," "plan," "forecast" and similar terms. These statements are based upon MidAmerican Funding's and MidAmerican Energy's current intentions, assumptions, expectations and beliefs and are subject to risks, uncertainties and other important factors. Many of these factors are outside the control of MidAmerican Funding or MidAmerican Energy and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include, among others:

•
general economic, political and business conditions, as well as, changes in laws and regulations affecting MidAmerican Energy's operations or related industries;
•
changes in, and compliance with, environmental laws, regulations, decisions and policies that could, among other items, increase operating and capital costs, reduce generating facility output, accelerate generating facility retirements or delay generating facility construction or acquisition;
•
the outcome of rate cases and other proceedings conducted by regulatory commissions or other governmental and legal bodies and MidAmerican Energy's ability to recover costs in rates in a timely manner;
•
changes in economic, industry, competition or weather conditions, as well as demographic trends and new technologies, that could affect customer growth and usage, electricity and natural gas supply or MidAmerican Energy's ability to obtain long-term contracts with customers and suppliers;
•
a high degree of variance between actual and forecasted load or generation that could impact MidAmerican Energy's hedging strategy and the cost of balancing its generation resources with its retail load obligations;
•
performance and availability of MidAmerican Energy's generating facilities, including the impacts of outages and repairs, transmission constraints, weather, including wind, and operating conditions;
•
changes in prices, availability and demand for wholesale electricity, coal, natural gas, other fuel sources and fuel transportation that could have a significant impact on generating capacity and energy costs;
•
the financial condition and creditworthiness of MidAmerican Energy's significant customers and suppliers;

ii


•
changes in business strategy or development plans;
•
availability, terms and deployment of capital, including reductions in demand for investment grade commercial paper, debt securities and other sources of debt financing and volatility in the London Interbank Offered Rate, the base interest rate for MidAmerican Energy's credit facilities;
•
changes in MidAmerican Energy's credit ratings;
•
risks relating to nuclear generation;
•
the impact of certain contracts used to mitigate or manage volume, price and interest rate risk, including increased collateral requirements, and changes in commodity prices, interest rates and other conditions that affect the fair value of certain contracts;
•
the impact of inflation on costs and MidAmerican Energy's ability to recover such costs in regulated rates;
•
increases in employee healthcare costs, including the implementation of the Affordable Care Act;
•
the impact of investment performance and changes in interest rates, legislation, healthcare cost trends, mortality and morbidity on pension and other postretirement benefits expense and funding requirements;
•
unanticipated construction delays, changes in costs, receipt of required permits and authorizations, ability to fund capital projects and other factors that could affect future generating facilities and infrastructure additions;
•
the impact of new accounting guidance or changes in current accounting estimates and assumptions on MidAmerican Funding's or MidAmerican Energy's consolidated financial results;
•
other risks or unforeseen events, including the effects of storms, floods, fires, explosions, litigation, wars, terrorism, embargoes and other catastrophic events; and
•
other business or investment considerations that may be disclosed from time to time in MidAmerican Funding's or MidAmerican Energy's filings with the United States Securities and Exchange Commission or in other publicly disseminated written documents.
Further details of the potential risks and uncertainties affecting MidAmerican Funding or MidAmerican Energy are described in their filings with the United States Securities and Exchange Commission, including Part II, Item 1A and other discussions contained in this Form 10-Q. MidAmerican Funding and MidAmerican Energy undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing factors should not be construed as exclusive.


iii


PART I

Item 1.
Financial Statements


MidAmerican Energy Company

1


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Shareholder of
MidAmerican Energy Company
Des Moines, Iowa

We have reviewed the accompanying balance sheet of MidAmerican Energy Company (the "Company") as of March 31, 2013, and the related statements of operations, comprehensive income, changes in equity and cash flows for the three-month periods ended March 31, 2013 and 2012. These interim financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet and consolidated statement of capitalization (not presented herein) of MidAmerican Energy Company and subsidiaries as of December 31, 2012, and the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for the year then ended (not presented herein); and in our report dated March 1, 2013, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2012 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.


/s/ Deloitte & Touche LLP


Des Moines, Iowa
May 3, 2013

2


MIDAMERICAN ENERGY COMPANY
BALANCE SHEETS (Unaudited)
(Amounts in millions)
 
As of
 
March 31,
2013
 
December 31,
2012
ASSETS
Utility plant, net:
 
 
 
Electric
$
11,476

 
$
11,416

Gas
1,307

 
1,301

Gross utility plant in service
12,783

 
12,717

Accumulated depreciation and amortization
(4,494
)
 
(4,413
)
Utility plant in service, net
8,289

 
8,304

Construction work in progress
358

 
318

Total utility plant, net
8,647

 
8,622

Current assets:
 
 
 
Cash and cash equivalents
96

 
354

Receivables, net
443

 
416

Income taxes receivable
77

 
—

Inventories
205

 
240

Other
67

 
56

Total current assets
888

 
1,066

Other assets:
 
 
 
Regulatory assets
841

 
876

Investments and nonregulated property, net
553

 
535

Other
127

 
133

Total other assets
1,521

 
1,544

Total assets
$
11,056

 
$
11,232

CAPITALIZATION AND LIABILITIES
Capitalization:
 

 
 

MidAmerican Energy common shareholder's equity
$
3,604

 
$
3,608

Preferred securities
27

 
27

Long-term debt, excluding current portion
2,594

 
2,590

Total capitalization
6,225

 
6,225

Current liabilities:
 
 
 
Current portion of long-term debt
669

 
669

Accounts payable
344

 
386

Taxes accrued
91

 
224

Interest accrued
29

 
27

Other
91

 
120

Total current liabilities
1,224

 
1,426

Other liabilities:
 
 
 
Deferred income taxes
2,219

 
2,164

Asset retirement obligations
322

 
318

Regulatory liabilities
763

 
750

Other
303

 
349

Total other liabilities
3,607

 
3,581

Total capitalization and liabilities
$
11,056

 
$
11,232


The accompanying notes are an integral part of these financial statements.

3


MIDAMERICAN ENERGY COMPANY
STATEMENTS OF OPERATIONS (Unaudited)
(Amounts in millions)

 
Three-Month Periods
 
Ended March 31,
 
2013
 
2012
Operating revenue:
 
 
 
Regulated electric
$
415

 
$
380

Regulated gas
315

 
263

Nonregulated
190

 
231

Total operating revenue
920

 
874

 
 
 
 
Operating costs and expenses:
 
 
 
Regulated:
 
 
 
Cost of fuel, energy and capacity
123

 
108

Cost of gas sold
224

 
186

Other operating expenses
106

 
102

Maintenance
45

 
46

Depreciation and amortization
107

 
93

Property and other taxes
30

 
29

Total regulated operating costs and expenses
635

 
564

Nonregulated:
 
 
 
Cost of sales
174

 
212

Other
5

 
6

Total nonregulated operating costs and expenses
179

 
218

Total operating costs and expenses
814

 
782

 
 
 
 
Operating income
106

 
92

 
 
 
 
Non-operating income:
 
 
 
Allowance for equity funds
4

 
2

Other, net
4

 
4

Total non-operating income
8

 
6

 
 
 
 
Fixed charges:
 
 
 
Interest on long-term debt
35

 
37

Allowance for borrowed funds
(1
)
 
(1
)
Total fixed charges
34

 
36

 
 
 
 
Income before income tax benefit
80

 
62

Income tax benefit
(23
)
 
(12
)
 
 
 
 
Net income
103

 
74

Preferred dividends
—

 
—

 
 
 
 
Earnings on common stock
$
103

 
$
74


The accompanying notes are an integral part of these financial statements.

4


MIDAMERICAN ENERGY COMPANY
STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(Amounts in millions)

 
Three-Month Periods
 
Ended March 31,
 
2013
 
2012
 
 
 
 
Net income
$
103

 
$
74

 
 
 
 
Other comprehensive income (loss), net of tax:
 
 
 
Unrealized gains on available-for-sale securities, net of tax of $1 and $1
—

 
—

Unrealized gains (losses) on cash flow hedges, net of tax of $12 and $(11)
18

 
(14
)
Total other comprehensive income (loss), net of tax
18

 
(14
)
 
 
 
 
Comprehensive income
$
121

 
$
60


The accompanying notes are an integral part of these financial statements.


5


MIDAMERICAN ENERGY COMPANY
STATEMENTS OF CHANGES IN EQUITY (Unaudited)
(Amounts in millions)

 
MidAmerican Energy Shareholders' Equity
 
 
 
 
 
Common
Stock
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss, Net
 
Preferred
Securities
 
Noncontrolling
Interests
 
Total
Equity
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2011
$
562

 
$
2,716

 
$
(34
)
 
$
27

 
$
1

 
$
3,272

Net income
—

 
74

 
—

 
—

 
—

 
74

Other comprehensive loss
—

 
—

 
(14
)
 
—

 
—

 
(14
)
Balance, March 31, 2012
$
562

 
$
2,790

 
$
(48
)
 
$
27

 
$
1

 
$
3,332

 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2012
$
562

 
$
3,070

 
$
(24
)
 
$
27

 
$
—

 
$
3,635

Net income
—

 
103

 
—

 
—

 
—

 
103

Other comprehensive income
—

 
—

 
18

 
—

 
—

 
18

Common dividends
—

 
(125
)
 
—

 
—

 
—

 
(125
)
Balance, March 31, 2013
$
562

 
$
3,048

 
$
(6
)
 
$
27

 
$
—

 
$
3,631


The accompanying notes are an integral part of these financial statements.

6


MIDAMERICAN ENERGY COMPANY
STATEMENTS OF CASH FLOWS (Unaudited)
(Amounts in millions)

 
Three-Month Periods
 
Ended March 31,
 
2013
 
2012
Cash flows from operating activities:
 
 
 
Net income
$
103

 
$
74

Adjustments to reconcile net income to net cash flows from operating activities:
 
 
 
Depreciation and amortization
107

 
93

Deferred income taxes and amortization of investment tax credits
8

 
13

Changes in other assets and liabilities
13

 
11

Other, net
(4
)
 
(5
)
Changes in other operating assets and liabilities:
 
 
 
Receivables, net
(21
)
 
32

Inventories
35

 
18

Derivative collateral, net
3

 
8

Contributions to pension and other postretirement benefit plans, net
3

 
2

Accounts payable
(2
)
 
(38
)
Taxes accrued
(211
)
 
(46
)
Other current assets and liabilities
(2
)
 
(4
)
Net cash flows from operating activities
32

 
158

 
 
 
 
Cash flows from investing activities:
 
 
 
Utility construction expenditures
(163
)
 
(117
)
Purchases of available-for-sale securities
(29
)
 
(14
)
Proceeds from sales of available-for-sale securities
26

 
8

Other, net
1

 
6

Net cash flows from investing activities
(165
)
 
(117
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Dividends
(125
)
 
—

Net cash flows from financing activities
(125
)
 
—

 
 
 
 
Net change in cash and cash equivalents
(258
)
 
41

Cash and cash equivalents at beginning of period
354

 
1

Cash and cash equivalents at end of period
$
96

 
$
42


The accompanying notes are an integral part of these financial statements.


7


MIDAMERICAN ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

(1)
General

MidAmerican Energy Company ("MidAmerican Energy") is a public utility with electric and natural gas operations and is the principal subsidiary of MHC Inc. ("MHC"). MHC is a holding company that conducts no business other than the ownership of its subsidiaries and related corporate services. MHC's nonregulated subsidiaries include Midwest Capital Group, Inc. and MEC Construction Services Co. MHC is the direct, wholly owned subsidiary of MidAmerican Funding, LLC ("MidAmerican Funding"), which is an Iowa limited liability company with MidAmerican Energy Holdings Company ("MEHC") as its sole member. MEHC is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway").

The unaudited Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the Financial Statements as of March 31, 2013, and for the three-month periods ended March 31, 2013 and 2012. The results of operations for the three-month period ended March 31, 2013, are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Financial Statements. Note 2 of Notes to Financial Statements included in MidAmerican Energy's Annual Report on Form 10-K for the year ended December 31, 2012, describes the most significant accounting policies used in the preparation of the Financial Statements. There have been no significant changes in MidAmerican Energy's assumptions regarding significant accounting estimates and policies during the three-month period ended March 31, 2013.

(2)
New Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-04, which amends FASB Accounting Standards Codification ("ASC") Topic 405, "Liabilities." The amendments in this guidance require an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the amount the reporting entity agreed to pay plus any additional amounts the reporting entity expects to pay on behalf of its co-obligor. Additionally, the guidance requires the entity to disclose the nature and amount of the obligation, as well as other information about those obligations. This guidance is effective for interim and annual reporting periods beginning after December 15, 2013. MidAmerican Energy is currently evaluating the impact of adopting this guidance on its Financial Statements.

In February 2013, the FASB issued ASU No. 2013-02, which amends FASB ASC Topic 220, "Comprehensive Income." The amendments in this guidance require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income (loss) ("AOCI") by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required by GAAP that provide additional detail about those amounts. MidAmerican Energy adopted this guidance on January 1, 2013. The adoption of this guidance did not have a material impact on MidAmerican Energy's disclosures included within Notes to Financial Statements.


8


In December 2011, the FASB issued ASU No. 2011-11, which amends FASB ASC Topic 210, "Balance Sheet." The amendments in this guidance require an entity to provide quantitative disclosures about offsetting financial instruments and derivative instruments. Additionally, this guidance requires qualitative and quantitative disclosures about master netting agreements or similar agreements when the financial instruments and derivative instruments are not offset. In January 2013, the FASB issued ASU No. 2013-01, which also amends FASB ASC Topic 210 to clarify that the scope of ASU No. 2011-11 only applies to derivative instruments, repurchase agreements, reverse purchase agreements and securities borrowing and securities lending transactions that are either being offset or are subject to an enforceable master netting arrangement or similar agreement. MidAmerican Energy adopted the guidance on January 1, 2013. The adoption of the guidance did not have a material impact on MidAmerican Energy's disclosures included within Notes to Financial Statements.

(3)
Components of Accumulated Other Comprehensive Loss, Net

The following table shows the change in AOCI by each component of other comprehensive income, net of applicable income taxes, for the three-month period ended March 31, 2013 (in millions):
 
 
Unrealized
 
Unrealized
 
Accumulated
 
 
Losses on
 
Losses on
 
Other
 
 
Available-For-Sale
 
Cash Flow
 
Comprehensive
 
 
Securities
 
Hedges
 
Loss, Net
 
 
 
 
 
 
 
Balance, December 31, 2012
 
$
(5
)
 
$
(19
)
 
$
(24
)
Other comprehensive income
 
—

 
18

 
18

Balance, March 31, 2013
 
$
(5
)
 
$
(1
)
 
$
(6
)

Reclassifications from AOCI to net income for the periods ended March 31, 2013 and 2012, were net losses totaling $5 million and $13 million, respectively. For information regarding cash flow hedge reclassifications from AOCI to net income in their entirety, refer to Note 7.

(4)
Recent Financing Transactions

In March 2013, MidAmerican Energy replaced its $530 million unsecured revolving credit facility expiring in July 2013 with a $600 million unsecured revolving credit facility expiring in March 2018. The new credit facility, which supports MidAmerican Energy's commercial paper program and its variable-rate tax-exempt bond obligations and provides for the issuance of letters of credit, has a variable interest rate based on the London Interbank Offered Rate or a base rate, at MidAmerican Energy's option, plus a spread that varies based on MidAmerican Energy's credit ratings for its senior unsecured long-term debt securities. As of March 31, 2013, MidAmerican Energy had no borrowings outstanding under this credit facility. The credit facility requires that MidAmerican Energy's ratio of consolidated debt, including current maturities, to total capitalization not exceed 0.65 to 1.0 as of the last day of each quarter.

(5)
Income Taxes

A reconciliation of the federal statutory income tax rate to the effective income tax rate applicable to income before income tax benefit is as follows:
 
Three-Month Periods
 
Ended March 31,
 
2013
 
2012
 
 
 
 
Federal statutory income tax rate
35
 %
 
35
 %
Income tax credits
(61
)
 
(49
)
State income tax, net of federal income tax benefit
(2
)
 
(5
)
Effects of ratemaking
(2
)
 
(2
)
Other, net
1

 
2

Effective income tax rate
(29
)%
 
(19
)%


9


Income tax credits primarily relate to production tax credits. MidAmerican Energy's wind-powered generating facilities are eligible for federal renewable electricity production tax credits for 10 years from the date the facilities were placed in service.

Berkshire Hathaway includes MEHC and subsidiaries in its United States federal income tax return. Consistent with established regulatory practice, MidAmerican Energy's provision for income taxes has been computed on a stand-alone basis, and substantially all of its currently payable or receivable income taxes are remitted to or received from MEHC. For the three-month periods ended March 31, 2013 and 2012, MidAmerican Energy made cash payments for income taxes to MEHC totaling $160 million and $- million, respectively.

(6)
Employee Benefit Plans

MidAmerican Energy sponsors a noncontributory defined benefit pension plan covering a majority of all employees of MEHC and its domestic energy subsidiaries other than PacifiCorp. MidAmerican Energy also sponsors certain postretirement healthcare and life insurance benefits covering substantially all retired employees of MEHC and its domestic energy subsidiaries other than PacifiCorp. Net periodic benefit cost for the plans of MidAmerican Energy and the aforementioned affiliates included the following components (in millions):
 
Three-Month Periods
 
Ended March 31,
 
2013
 
2012
Pension:
 
 
 
Service cost
$
5

 
$
4

Interest cost
8

 
9

Expected return on plan assets
(11
)
 
(10
)
Net amortization
3

 
1

Net periodic benefit cost
$
5

 
$
4

 
 
 
 
Other postretirement:
 
 
 
Service cost
$
1

 
$
1

Interest cost
2

 
2

Expected return on plan assets
(3
)
 
(3
)
Net amortization
(1
)
 
—

Net periodic benefit cost (benefit)
$
(1
)
 
$
—


Employer contributions to the pension and other postretirement benefit plans are expected to be $8 million and $- million, respectively, during 2013. As of March 31, 2013, $2 million and $- million of contributions had been made to the pension and other postretirement benefit plans, respectively.

(7)
Risk Management and Hedging Activities

MidAmerican Energy is exposed to the impact of market fluctuations in commodity prices and interest rates. MidAmerican Energy is principally exposed to electricity, natural gas, coal and fuel oil commodity price risk as it has an obligation to serve retail customer load in its regulated service territory. MidAmerican Energy also provides nonregulated retail electricity and natural gas services in competitive markets. MidAmerican Energy's load and generating facilities represent substantial underlying commodity positions. Exposures to commodity prices consist mainly of variations in the price of fuel required to generate electricity, wholesale electricity that is purchased and sold, and natural gas supply for retail customers. Commodity prices are subject to wide price swings as supply and demand are impacted by, among many other unpredictable items, weather; market liquidity; generating facility availability; customer usage; storage; and transmission and transportation constraints. Interest rate risk exists on variable-rate debt and future debt issuances. MidAmerican Energy does not engage in a material amount of proprietary trading activities.


10


MidAmerican Energy has established a risk management process that is designed to identify, assess, monitor, report, manage and mitigate each of the various types of risk involved in its business. To mitigate a portion of its commodity price risk, MidAmerican Energy uses commodity derivative contracts, which may include forwards, futures, options, swaps and other agreements, to effectively secure future supply or sell future production generally at fixed prices. MidAmerican Energy manages its interest rate risk by limiting its exposure to variable interest rates primarily through the issuance of fixed-rate long-term debt and by monitoring market changes in interest rates. Additionally, MidAmerican Energy may from time to time enter into interest rate derivative contracts, such as interest rate swaps or locks, to mitigate its exposure to interest rate risk. MidAmerican Energy does not hedge all of its commodity price and interest rate risks, thereby exposing the unhedged portion to changes in market prices.
 
There have been no significant changes in MidAmerican Energy's accounting policies related to derivatives. Refer to Note 8 for additional information on derivative contracts.

The following table, which reflects master netting arrangements and excludes contracts that have been designated as normal under the normal purchases or normal sales exception afforded by GAAP, summarizes the fair value of MidAmerican Energy's derivative contracts, on a gross basis, and reconciles those amounts to the amounts presented on a net basis on the Balance Sheets (in millions):
 
Current
Assets -
Other
 
Other
Assets -
Other
 
Current
Liabilities -
Other
 
Other
Liabilities -
Other
 
Total
As of March 31, 2013:
 
 
 
 
 
 
 
 
 
Not designated as hedging contracts(1):
 
 
 
 
 
 
 
 
 
Commodity assets
$
5

 
$
1

 
$
20

 
$
1

 
$
27

Commodity liabilities
(4
)
 
—

 
(42
)
 
(5
)
 
(51
)
Total
1

 
1

 
(22
)
 
(4
)
 
(24
)
 
 
 
 
 
 
 
 
 
 
Designated as hedging contracts:
 
 
 
 
 
 
 
 
 
Commodity assets
7

 
3

 
1

 
1

 
12

Commodity liabilities
(4
)
 
(2
)
 
(4
)
 
(4
)
 
(14
)
Total
3

 
1

 
(3
)
 
(3
)
 
(2
)
 
 
 
 
 
 
 
 
 
 
Total derivatives
4

 
2

 
(25
)
 
(7
)
 
(26
)
Cash collateral receivable
—

 
—

 
6

 
2

 
8

Total derivatives - net basis
$
4

 
$
2

 
$
(19
)
 
$
(5
)
 
$
(18
)
As of December 31, 2012:
 
 
 
 
 
 
 
 
 
Not designated as hedging contracts(1):
 
 
 
 
 
 
 
 
 
Commodity assets
$
18

 
$
1

 
$
7

 
$
2

 
$
28

Commodity liabilities
(12
)
 
—

 
(47
)
 
(14
)
 
(73
)
Total
6

 
1

 
(40
)
 
(12
)
 
(45
)
 
 
 
 
 
 
 
 
 
 
Designated as hedging contracts:
 
 
 
 
 
 
 
 
 
Commodity assets
—

 
—

 
1

 
1

 
2

Commodity liabilities
—

 
—

 
(22
)
 
(12
)
 
(34
)
Total
—

 
—

 
(21
)
 
(11
)
 
(32
)
 
 
 
 
 
 
 
 
 
 
Total derivatives
6

 
1

 
(61
)
 
(23
)
 
(77
)
Cash collateral receivable
—

 
—

 
6

 
1

 
7

Total derivatives - net basis
$
6

 
$
1

 
$
(55
)
 
$
(22
)
 
$
(70
)
(1)
MidAmerican Energy's commodity derivatives not designated as hedging contracts are generally included in regulated rates, and as of March 31, 2013 and December 31, 2012, a net regulatory asset of $24 million and $45 million, respectively, was recorded related to the net derivative liability of $24 million and $45 million, respectively.


11


Not Designated as Hedging Contracts

The following table reconciles the beginning and ending balances of MidAmerican Energy's net regulatory assets and summarizes the pre-tax gains and losses on commodity derivative contracts recognized in net regulatory assets, as well as amounts reclassified to earnings (in millions):
 
Three-Month Periods
 
Ended March 31,
 
2013
 
2012
 
 
 
 
Beginning balance
$
45

 
$
73

Changes in fair value recognized in net regulatory assets
(1
)
 
10

Net gains reclassified to operating revenue
3

 
13

Net gains reclassified to cost of fuel, energy and capacity
—

 
1

Net losses reclassified to cost of gas sold
(23
)
 
(37
)
Ending balance
$
24

 
$
60


The following table summarizes the pre-tax gains (losses) included on the Statements of Operations associated with MidAmerican Energy's derivative contracts not designated as hedging contracts and not recorded as a net regulatory asset or liability (in millions):
 
Three-Month Periods
 
Ended March 31,
 
2013
 
2012
 
 
 
 
Nonregulated operating revenue
$
(2
)
 
$
8

Nonregulated cost of sales
3

 
(7
)
Total
$
1

 
$
1


Designated as Hedging Contracts

MidAmerican Energy uses derivative contracts accounted for as cash flow hedges to hedge electricity and natural gas commodity prices for delivery to nonregulated customers.

The following table reconciles the beginning and ending balances of MidAmerican Energy's accumulated other comprehensive loss (pre-tax) and summarizes pre-tax gains and losses on commodity derivative contracts designated and qualifying as cash flow hedges recognized in other comprehensive income ("OCI"), as well as amounts reclassified to earnings (in millions):
 
Three-Month Periods
 
Ended March 31,
 
2013
 
2012
 
 
 
 
Beginning balance
$
32

 
$
43

Changes in fair value recognized in OCI
(25
)
 
38

Net losses reclassified to nonregulated cost of sales
(5
)
 
(13
)
Ending balance
$
2

 
$
68


Realized gains and losses on hedges and hedge ineffectiveness are recognized in income as nonregulated operating revenue or nonregulated cost of sales depending upon the nature of the item being hedged. For the three-month periods ended March 31, 2013 and 2012, hedge ineffectiveness was insignificant. As of March 31, 2013, MidAmerican Energy had cash flow hedges with expiration dates extending through December 2016, and amounts forecasted to be reclassified from accumulated other comprehensive loss into earnings over the next twelve months as contracts settle were insignificant.


12


Derivative Contract Volumes

The following table summarizes the net notional amounts of outstanding commodity derivative contracts with fixed price terms that comprise the mark-to-market values as of (in millions):
 
Unit of
 
March 31,
 
December 31,
 
Measure
 
2013
 
2012
 
 
 
 
 
 
Electricity purchases
Megawatt hours
 
5

 
5

Natural gas purchases
Decatherms
 
23

 
36


Credit Risk

MidAmerican Energy extends unsecured credit to other utilities, energy marketing companies, financial institutions and other market participants in conjunction with its wholesale energy supply and marketing activities. Credit risk relates to the risk of loss that might occur as a result of nonperformance by counterparties on their contractual obligations to make or take delivery of electricity, natural gas or other commodities and to make financial settlements of these obligations. Credit risk may be concentrated to the extent that one or more groups of counterparties have similar economic, industry or other characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in market or other conditions. In addition, credit risk includes not only the risk that a counterparty may default due to circumstances relating directly to it, but also the risk that a counterparty may default due to circumstances involving other market participants that have a direct or indirect relationship with the counterparty.

MidAmerican Energy analyzes the financial condition of each significant wholesale counterparty before entering into any transactions, establishes limits on the amount of unsecured credit to be extended to each counterparty and evaluates the appropriateness of unsecured credit limits on an ongoing basis. To mitigate exposure to the financial risks of wholesale counterparties, MidAmerican Energy enters into netting and collateral arrangements that may include margining and cross-product netting agreements and obtains third-party guarantees, letters of credit and cash deposits. Counterparties may be assessed fees for delayed payments. If required, MidAmerican Energy exercises rights under these arrangements, including calling on the counterparty's credit support arrangement.

MidAmerican Energy also has potential indirect credit exposure to other market participants in the regional transmission organization ("RTO") markets where it actively participates, including the Midwest Independent Transmission System Operator, Inc. and the PJM Interconnection, L.L.C. In the event of a default by a RTO market participant on its market-related obligations, losses are allocated among all other market participants in proportion to each participant's share of overall market activity during the period of time the loss was incurred, diversifying MidAmerican Energy's exposure to credit losses from individual participants. Transactional activities of MidAmerican Energy and other participants in organized RTO markets are governed by credit policies specified in each respective RTO's governing tariff or related business practices. Credit policies of RTO's, which have been developed through extensive stakeholder participation, generally seek to minimize potential loss in the event of a market participant default without unnecessarily inhibiting access to the marketplace. MidAmerican Energy's share of historical losses from defaults by other RTO market participants has not been material.


13


Collateral and Contingent Features

In accordance with industry practice, certain wholesale derivative contracts contain provisions that require MidAmerican Energy to maintain specific credit ratings from one or more of the major credit rating agencies on its senior unsecured debt. These derivative contracts may either specifically provide bilateral rights to demand cash or other security if credit exposures on a net basis exceed specified rating-dependent threshold levels ("credit-risk-related contingent features") or provide the right for counterparties to demand "adequate assurance" in the event of a material adverse change in MidAmerican Energy's creditworthiness. These rights can vary by contract and by counterparty. As of March 31, 2013, MidAmerican Energy's credit ratings from the three recognized credit rating agencies were investment grade.

The aggregate fair value of MidAmerican Energy's derivative contracts in liability positions with specific credit-risk-related contingent features totaled $36 million and $84 million as of March 31, 2013 and December 31, 2012, respectively, for which MidAmerican Energy had posted collateral of $- million. If all credit-risk-related contingent features for derivative contracts in liability positions had been triggered as of March 31, 2013 and December 31, 2012, MidAmerican Energy would have been required to post $18 million and $72 million, respectively, of additional collateral. MidAmerican Energy's collateral requirements could fluctuate considerably due to market price volatility, changes in credit ratings, changes in legislation or regulation, or other factors.

(8)
Fair Value Measurements

The carrying value of MidAmerican Energy's cash, certain cash equivalents, receivables, payables, accrued liabilities and short-term borrowings approximates fair value because of the short-term maturity of these instruments. MidAmerican Energy has various financial assets and liabilities that are measured at fair value on the Financial Statements using inputs from the three levels of the fair value hierarchy. A financial asset or liability classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are as follows:

•
Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that MidAmerican Energy has the ability to access at the measurement date.

•
Level 2 — Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

•
Level 3 — Unobservable inputs reflect MidAmerican Energy's judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. MidAmerican Energy develops these inputs based on the best information available, including its own data.


14


The following table presents MidAmerican Energy's assets and liabilities recognized on the Balance Sheets and measured at fair value on a recurring basis (in millions):
 
 
Input Levels for Fair Value Measurements
 
 
 
 
 
 
Level 1
 
Level 2
 
Level 3
 
Other(1)
 
Total
As of March 31, 2013:
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
Commodity derivatives
 
$
3

 
$
32

 
$
4

 
$
(33
)
 
$
6

Money market mutual funds(2)
 
96

 
—

 
—

 
—

 
96

Debt securities:
 
 
 
 
 
 
 
 
 
 
United States government obligations
 
116

 
—

 
—

 
—

 
116

International government obligations
 
—

 
1

 
—

 
—

 
1

Corporate obligations
 
—

 
34

 
—

 
—

 
34

Municipal obligations
 
—

 
4

 
—

 
—

 
4

Agency, asset and mortgage-backed obligations
 
—

 
2

 
—

 
—

 
2

Auction rate securities
 
—

 
—

 
22

 
—

 
22

Equity securities:
 
 
 
 
 
 
 
 
 
 
United States companies
 
197

 
—

 
—

 
—

 
197

International companies
 
3

 
—

 
—

 
—

 
3

 
 
$
415

 
$
73

 
$
26

 
$
(33
)
 
$
481

 
 
 
 
 
 
 
 
 
 
 
Liabilities - commodity derivatives
 
$
(4
)
 
$
(55
)
 
$
(6
)
 
$
41

 
$
(24
)
As of December 31, 2012:
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
Commodity derivatives
 
$
1

 
$
22

 
$
7

 
$
(23
)
 
$
7

Money market mutual funds(2)
 
163

 
—

 
—

 
—

 
163

Debt securities:
 
 
 
 
 
 
 
 
 
 
United States government obligations
 
104

 
—

 
—

 
—

 
104

International government obligations
 
—

 
1

 
—

 
—

 
1

Corporate obligations
 
—

 
32

 
—

 
—

 
32

Municipal obligations
 
—

 
4

 
—

 
—

 
4

Agency, asset and mortgage-backed obligations
 
—

 
6

 
—

 
—

 
6

Auction rate securities
 
—

 
—

 
21

 
—

 
21

Equity securities:
 
 
 
 
 
 
 
 
 
 
United States companies
 
187

 
—

 
—

 
—

 
187

International companies
 
2

 
—

 
—

 
—

 
2

Investment funds
 
1

 
—

 
—

 
—

 
1

 
 
$
458

 
$
65

 
$
28

 
$
(23
)
 
$
528

 
 
 
 
 
 
 
 
 
 
 
Liabilities - commodity derivatives
 
$
(10
)
 
$
(90
)
 
$
(7
)
 
$
30

 
$
(77
)

(1)
Represents netting under master netting arrangements and a net cash collateral receivable of $8 million and $7 million as of March 31, 2013 and December 31, 2012, respectively.
(2)
Amounts are included in cash and cash equivalents and investments and nonregulated property, net on the Balance Sheets. The fair value of these money market mutual funds approximates cost.

15


Derivative contracts are recorded on the Balance Sheets as either assets or liabilities and are stated at estimated fair value unless they are designated as normal purchases or normal sales and qualify for the exception afforded by GAAP. When available, the fair value of derivative contracts is estimated using unadjusted quoted prices for identical contracts in the market in which MidAmerican Energy transacts. When quoted prices for identical contracts are not available, MidAmerican Energy uses forward price curves. Forward price curves represent MidAmerican Energy's estimates of the prices at which a buyer or seller could contract today for delivery or settlement at future dates. MidAmerican Energy bases its forward price curves upon market price quotations, when available, or internally developed and commercial models, with internal and external fundamental data inputs. Market price quotations are obtained from independent energy brokers, exchanges, direct communication with market participants and actual transactions executed by MidAmerican Energy. Market price quotations for certain major electricity and natural gas trading hubs are generally readily obtainable for the applicable term of MidAmerican Energy's outstanding derivative contracts; therefore, MidAmerican Energy's forward price curves for those locations and periods reflect observable market quotes. Market price quotations for other electricity and natural gas trading hubs are not as readily obtainable due to the length of the contract. Given that limited market data exists for these contracts, as well as for those contracts that are not actively traded, MidAmerican Energy uses forward price curves derived from internal models based on perceived pricing relationships to major trading hubs that are based on unobservable inputs. The estimated fair value of these derivative contracts is a function of underlying forward commodity prices, interest rates, related volatility, counterparty creditworthiness and duration of contracts. Refer to Note 7 for further discussion regarding MidAmerican Energy's risk management and hedging activities.

MidAmerican Energy's investments in money market mutual funds and debt and equity securities are accounted for as available-for-sale securities and are stated at fair value. When available, a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value. In the absence of a quoted market price or net asset value of an identical security, the fair value is determined using pricing models or net asset values based on observable market inputs and quoted market prices of securities with similar characteristics. The fair value of MidAmerican Energy's investments in auction rate securities, where there is no current liquid market, is determined using pricing models based on available observable market data and MidAmerican Energy's judgment about the assumptions, including liquidity and nonperformance risks, which market participants would use when pricing the asset.

The following table reconciles the beginning and ending balances of MidAmerican Energy's assets and liabilities measured at fair value on a recurring basis using significant Level 3 inputs (in millions):
 
Three-Month Periods
 
Ended March 31,
 
Commodity
Derivatives
 
Auction Rate
Securities
2013:
 
 
 
Beginning balance
$
—

 
$
21

Changes included in earnings(1)
3

 
—

Changes in fair value recognized in other comprehensive income
(3
)
 
1

Changes in fair value recognized in net regulatory assets
1

 
—

Settlements
(3
)
 
—

Ending balance
$
(2
)
 
$
22

 
 
 
 
2012:
 
 
 
Beginning balance
$
22

 
$
16

Changes included in earnings(1)
10

 
—

Changes in fair value recognized in other comprehensive income
(3
)
 
1

Changes in fair value recognized in net regulatory assets
8

 
—

Settlements
(14
)
 
—

Ending balance
$
23

 
$
17


(1)
Changes included in earnings are reported as nonregulated operating revenue on the Statements of Operations. For commodity derivatives held as of March 31, 2013 and 2012, net unrealized (losses) gains included in earnings for the three-month periods ended March 31, 2013 and 2012, totaled $(3) million and $7 million, respectively.

16


MidAmerican Energy's long-term debt is carried at cost on the Financial Statements. The fair value of MidAmerican Energy's long-term debt is a Level 2 fair value measurement and has been estimated based upon quoted market prices, where available, or at the present value of future cash flows discounted at rates consistent with comparable maturities with similar credit risks. The carrying value of MidAmerican Energy's variable-rate long-term debt approximates fair value because of the frequent repricing of these instruments at market rates. The following table presents the carrying value and estimated fair value of MidAmerican Energy's long-term debt (in millions):
 
As of March 31, 2013
 
As of December 31, 2012
 
Carrying
Value
 
Fair
 Value
 
Carrying
Value
 
Fair
 Value
 
 
 
 
 
 
 
 
Long-term debt
$
3,263

 
$
3,715

 
$
3,259

 
$
3,737


(9)
Commitments and Contingencies

MidAmerican Energy is party to a variety of legal actions arising out of the normal course of business. Plaintiffs occasionally seek punitive or exemplary damages. MidAmerican Energy does not believe that such normal and routine litigation will have a material impact on its financial results.

(10)
Segment Information

MidAmerican Energy has identified three reportable segments: regulated electric, regulated gas and nonregulated energy. The regulated electric segment derives most of its revenue from regulated retail sales of electricity to residential, commercial, and industrial customers and from wholesale sales. The regulated gas segment derives most of its revenue from regulated retail sales of natural gas to residential, commercial, and industrial customers and also obtains revenue by transporting gas owned by others through its distribution system. Pricing for regulated electric and regulated gas sales are established separately by regulatory agencies; therefore, management also reviews each segment separately to make decisions regarding allocation of resources and in evaluating performance. The nonregulated energy segment derives most of its revenue from nonregulated retail electric and gas activities. Common operating costs, interest income, interest expense and income tax expense are allocated to each segment based on certain factors, which primarily relate to the nature of the cost.

The following tables provide information on a reportable segment basis (in millions):
 
Three-Month Periods
 
Ended March 31,
 
2013
 
2012
Operating revenue:
 
 
 
Regulated electric
$
415

 
$
380

Regulated gas
315

 
263

Nonregulated energy
190

 
231

Total operating revenue
$
920

 
$
874

 
 
 
 
Depreciation and amortization:
 
 
 
Regulated electric
$
98

 
$
84

Regulated gas
9

 
9

Total depreciation and amortization
$
107

 
$
93

 
 

 
 

Operating income:
 
 
 
Regulated electric
$
50

 
$
48

Regulated gas
45

 
30

Nonregulated energy
11

 
14

Total operating income
$
106

 
$
92



17


 
As of
 
March 31,
2013
 
December 31,
2012
Total assets:
 
 
 
Regulated electric
$
9,837

 
$
9,898

Regulated gas
1,106

 
1,202

Nonregulated energy
113

 
132

Total assets
$
11,056

 
$
11,232


(11)
Related Party Transactions

In 2012, MidAmerican Energy signed new long-term rail transportation contracts with BNSF Railway Company ("BNSF"), an affiliate company, and Union Pacific Railroad Company ("UP") for the transportation of coal to all of the MidAmerican Energy-operated coal-fueled generating facilities. These contracts replaced a long-term contract with UP that expired December 31, 2012. For the three-month period ended March 31, 2013, $51 million was incurred for coal transportation services, the majority of which was related to the BNSF agreement. As of March 31, 2013, MidAmerican Energy had accounts payable to BNSF of $5 million.

18




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Managers and Member of
MidAmerican Funding, LLC
Des Moines, Iowa

We have reviewed the accompanying consolidated balance sheet of MidAmerican Funding, LLC and subsidiaries (the "Company") as of March 31, 2013, and the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for the three-month periods ended March 31, 2013 and 2012. These interim financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet and consolidated statement of capitalization (not presented herein) of MidAmerican Funding, LLC and subsidiaries as of December 31, 2012, and the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for the year then ended (not presented herein); and in our report dated March 1, 2013, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2012 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.


/s/ Deloitte & Touche LLP


Des Moines, Iowa
May 3, 2013

19


MIDAMERICAN FUNDING, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Amounts in millions)
 
As of
 
March 31,
2013
 
December 31,
2012
ASSETS
Utility plant, net:
 
 
 
Electric
$
11,476

 
$
11,416

Gas
1,307

 
1,301

 Gross utility plant in service
12,783

 
12,717

Accumulated depreciation and amortization
(4,494
)
 
(4,413
)
 Utility plant in service, net
8,289

 
8,304

Construction work in progress
358

 
318

Total utility plant, net
8,647

 
8,622

Current assets:
 
 
 
Cash and cash equivalents
97

 
354

Receivables, net
442

 
418

Income taxes receivable
75

 
—

Inventories
205

 
240

Other
68

 
57

Total current assets
887

 
1,069

Other assets:
 
 
 
Goodwill
1,270

 
1,270

Regulatory assets
841

 
876

Investments and nonregulated property, net
578

 
561

Other
127

 
132

Total other assets
2,816

 
2,839

Total assets
$
12,350

 
$
12,530

CAPITALIZATION AND LIABILITIES
Capitalization:
 

 
 

MidAmerican Funding member's equity
$
4,442

 
$
4,324

Noncontrolling interests
27

 
27

Long-term debt, excluding current portion
2,919

 
2,915

Total capitalization
7,388

 
7,266

Current liabilities:
 
 
 
Current portion of long-term debt
669

 
669

Note payable to affiliate
128

 
246

Accounts payable
344

 
386

Taxes accrued
91

 
227

Interest accrued
31

 
35

Other
92

 
120

Total current liabilities
1,355

 
1,683

Other liabilities:
 
 
 
Deferred income taxes
2,216

 
2,162

Asset retirement obligations
322

 
318

Regulatory liabilities
763

 
750

Other
306

 
351

Total other liabilities
3,607

 
3,581

Total capitalization and liabilities
$
12,350

 
$
12,530


The accompanying notes are an integral part of these consolidated financial statements.

20


MIDAMERICAN FUNDING, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Amounts in millions)
 
Three-Month Periods
 
Ended March 31,
 
2013
 
2012
Operating revenue:
 
 
 
Regulated electric
$
415

 
$
380

Regulated gas
315

 
263

Nonregulated
191

 
231

Total operating revenue
921

 
874

 
 
 
 
Operating costs and expenses:
 
 
 
Regulated:
 
 
 
Cost of fuel, energy and capacity
123

 
108

Cost of gas sold
224

 
186

Other operating expenses
106

 
102

Maintenance
45

 
46

Depreciation and amortization
107

 
93

Property and other taxes
30

 
29

Total regulated operating costs and expenses
635

 
564

Nonregulated:
 
 
 
Cost of sales
174

 
212

Other
6

 
7

Total nonregulated operating costs and expenses
180

 
219

Total operating costs and expenses
815

 
783

 
 
 
 
Operating income
106

 
91

 
 
 
 
Non-operating income:
 
 
 
Allowance for equity funds
4

 
2

Other, net
6

 
5

Total non-operating income
10

 
7

 
 
 
 
Fixed charges:
 
 
 
Interest on long-term debt
41

 
42

Other interest expense
—

 
1

Allowance for borrowed funds
(1
)
 
(1
)
Total fixed charges
40

 
42

 
 
 
 
Income before income tax benefit
76

 
56

Income tax benefit
(24
)
 
(15
)
 
 
 
 
Net income
100

 
71

Net income attributable to noncontrolling interests
—

 
—

 
 
 
 
Net income attributable to MidAmerican Funding member
$
100

 
$
71


The accompanying notes are an integral part of these consolidated financial statements.

21


MIDAMERICAN FUNDING, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(Amounts in millions)

 
Three-Month Periods
 
Ended March 31,
 
2013
 
2012
 
 
 
 
Net income
$
100

 
$
71

 
 
 
 
Other comprehensive income (loss), net of tax:
 
 
 
Unrealized gains on available-for-sale securities, net of tax of $1 and $1
—

 
—

Unrealized gains (losses) on cash flow hedges, net of tax of $12 and $(11)
18

 
(14
)
Total other comprehensive income (loss), net of tax
18

 
(14
)
 
 
 
 
Comprehensive income
118

 
57

Comprehensive income attributable to noncontrolling interests
—

 
—

 
 
 
 
Comprehensive income attributable to MidAmerican Funding member
$
118

 
$
57


The accompanying notes are an integral part of these consolidated financial statements.


22


MIDAMERICAN FUNDING, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited)
(Amounts in millions)

 
MidAmerican Funding Member's Equity
 
 
 
 
 
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss, Net
 
Noncontrolling
Interests
 
Total
Equity
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2011
$
1,679

 
$
2,327

 
$
(34
)
 
$
28

 
$
4,000

Net income
—

 
71

 
—

 
—

 
71

Other comprehensive loss
—

 
—

 
(14
)
 
—

 
(14
)
Balance, March 31, 2012
$
1,679

 
$
2,398

 
$
(48
)
 
$
28

 
$
4,057

 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2012
$
1,679

 
$
2,669

 
$
(24
)
 
$
27

 
$
4,351

Net income
—

 
100

 
—

 
—

 
100

Other comprehensive income
—

 
—

 
18

 
—

 
18

Balance, March 31, 2013
$
1,679

 
$
2,769

 
$
(6
)
 
$
27

 
$
4,469


The accompanying notes are an integral part of these consolidated financial statements.


23


MIDAMERICAN FUNDING, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Amounts in millions)

 
Three-Month Periods
 
Ended March 31,
 
2013
 
2012
Cash flows from operating activities:
 
 
 
Net income
$
100

 
$
71

Adjustments to reconcile net income to net cash flows from operating activities:
 
 
 
Depreciation and amortization
107

 
93

Deferred income taxes and amortization of investment tax credits
7

 
13

Changes in other assets and liabilities
13

 
11

Other, net
(3
)
 
(6
)
Changes in other operating assets and liabilities:
 
 
 
Receivables, net
(17
)
 
35

Inventories
35

 
18

Derivative collateral, net
3

 
8

Contributions to pension and other postretirement benefit plans, net
3

 
2

Accounts payable
(2
)
 
(38
)
Taxes accrued
(212
)
 
(48
)
Other current assets and liabilities
(8
)
 
(10
)
Net cash flows from operating activities
26

 
149

 
 
 
 
Cash flows from investing activities:
 
 
 
Utility construction expenditures
(163
)
 
(117
)
Purchases of available-for-sale securities
(29
)
 
(14
)
Proceeds from sales of available-for-sale securities
26

 
8

Other, net
1

 
7

Net cash flows from investing activities
(165
)
 
(116
)
 
 

 
 
Cash flows from financing activities:
 

 
 
Net change in note payable to affiliate
(118
)
 
9

Net cash flows from financing activities
(118
)
 
9

 
 
 
 
Net change in cash and cash equivalents
(257
)
 
42

Cash and cash equivalents at beginning of period
354

 
1

Cash and cash equivalents at end of period
$
97

 
$
43


The accompanying notes are an integral part of these consolidated financial statements.


24


MIDAMERICAN FUNDING, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1)
General

MidAmerican Funding, LLC ("MidAmerican Funding") is an Iowa limited liability company with MidAmerican Energy Holdings Company ("MEHC") as its sole member. MEHC is a consolidated subsidiary of Berkshire Hathaway Inc. MidAmerican Funding's direct, wholly owned subsidiary is MHC Inc. ("MHC"), which constitutes substantially all of MidAmerican Funding's assets, liabilities and business activities except those related to MidAmerican Funding's long-term debt securities. MHC conducts no business other than the ownership of its subsidiaries and related corporate services. MHC's principal subsidiary is MidAmerican Energy Company ("MidAmerican Energy"), a public utility with electric and natural gas operations. Direct, wholly owned nonregulated subsidiaries of MHC are Midwest Capital Group, Inc. and MEC Construction Services Co.

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the Consolidated Financial Statements as of March 31, 2013, and for the three-month periods ended March 31, 2013 and 2012. The results of operations for the three-month period ended March 31, 2013, are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Notes to Consolidated Financial Statements included in MidAmerican Funding's Annual Report on Form 10-K for the year ended December 31, 2012, describes the most significant accounting policies used in the preparation of the Consolidated Financial Statements. There have been no significant changes in MidAmerican Funding's assumptions regarding significant accounting estimates and policies during the three-month period ended March 31, 2013.

(2)
New Accounting Pronouncements

Refer to Note 2 of MidAmerican Energy's Notes to Financial Statements.

(3)
Components of Accumulated Other Comprehensive Loss, Net

Refer to Note 3 of MidAmerican Energy's Notes to Financial Statements.

(4)
Recent Financing Transactions

Refer to Note 4 of MidAmerican Energy's Notes to Financial Statements.

25



(5)
Income Taxes

A reconciliation of the federal statutory income tax rate to the effective income tax rate applicable to income before income tax benefit is as follows:
 
Three-Month Periods
 
Ended March 31,
 
2013
 
2012
 
 
 
 
Federal statutory income tax rate
35
 %
 
35
 %
Income tax credits
(65
)
 
(54
)
State income tax, net of federal income tax benefit
(2
)
 
(6
)
Effects of ratemaking
(2
)
 
(3
)
Other, net
2

 
1

Effective income tax rate
(32
)%
 
(27
)%

Income tax credits primarily relate to production tax credits. MidAmerican Energy's wind-powered generating facilities are eligible for federal renewable electricity production tax credits for 10 years from the date the facilities were placed in service.

Berkshire Hathaway includes MEHC and subsidiaries in its United States federal income tax return. Consistent with established regulatory practice, MidAmerican Funding's and MidAmerican Energy's provisions for income taxes have been computed on a stand-alone basis, and substantially all of their currently payable or receivable income taxes are remitted to or received from MEHC. For the three-month periods ended March 31, 2013 and 2012, MidAmerican Funding made cash payments for income taxes to MEHC totaling $160 million and $- million, respectively.

(6)
Employee Benefit Plans

Refer to Note 6 of MidAmerican Energy's Notes to Financial Statements.

(7)
Risk Management and Hedging Activities

Refer to Note 7 of MidAmerican Energy's Notes to Financial Statements.

(8)
Fair Value Measurements

Refer to Note 8 of MidAmerican Energy's Notes to Financial Statements. MidAmerican Funding's long-term debt is carried at cost on the Consolidated Financial Statements. The fair value of MidAmerican Funding's long-term debt is a Level 2 fair value measurement and has been estimated based upon quoted market prices, where available, or at the present value of future cash flows discounted at rates consistent with comparable maturities with similar credit risks. The carrying value of MidAmerican Funding's variable-rate long-term debt approximates fair value because of the frequent repricing of these instruments at market rates. The following table presents the carrying value and estimated fair value of MidAmerican Funding's long-term debt (in millions):
 
As of March 31, 2013
 
As of December 31, 2012
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
 
 
 
 
 
 
 
 
Long-term debt
$
3,588

 
$
4,156

 
$
3,584

 
$
4,186


(9)
Commitments and Contingencies

MidAmerican Funding is party to a variety of legal actions arising out of the normal course of business. Plaintiffs occasionally seek punitive or exemplary damages. MidAmerican Funding does not believe that such normal and routine litigation will have a material impact on its consolidated financial results.

26



(10)
Segment Information

MidAmerican Funding has identified three reportable segments: regulated electric, regulated gas and nonregulated energy. The regulated electric segment derives most of its revenue from regulated retail sales of electricity to residential, commercial, and industrial customers and from wholesale sales. The regulated gas segment derives most of its revenue from regulated retail sales of natural gas to residential, commercial, and industrial customers and also obtains revenue by transporting gas owned by others through its distribution system. Pricing for regulated electric and regulated gas sales are established separately by regulatory agencies; therefore, management also reviews each segment separately to make decisions regarding allocation of resources and in evaluating performance. The nonregulated energy segment derives most of its revenue from nonregulated retail electric and gas activities. Common operating costs, interest income, interest expense and income tax expense are allocated to each segment based on certain factors, which primarily relate to the nature of the cost. "Other" in the tables below consists of the nonregulated subsidiaries of MidAmerican Funding not engaged in the energy business and parent company interest expense. The following tables provide information on a reportable segment basis (in millions):
 
Three-Month Periods
 
Ended March 31,
 
2013
 
2012
Operating revenue:
 
 
 
Regulated electric
$
415

 
$
380

Regulated gas
315

 
263

Nonregulated energy
190

 
231

Other
1

 
—

Total operating revenue
$
921

 
$
874

 
 
 
 
Depreciation and amortization:
 
 
 
Regulated electric
$
98

 
$
84

Regulated gas
9

 
9

Total depreciation and amortization
$
107

 
$
93

 
 
 
 
Operating income:
 
 
 
Regulated electric
$
50

 
$
48

Regulated gas
45

 
30

Nonregulated energy
11

 
14

Other
—

 
(1
)
Total operating income
$
106

 
$
91


 
As of
 
March 31,
2013
 
December 31,
2012
Total assets(1):
 
 
 
Regulated electric
$
11,028

 
$
11,089

Regulated gas
1,185

 
1,280

Nonregulated energy
113

 
132

Other
24

 
29

Total assets
$
12,350

 
$
12,530


(1)
Total assets by reportable segment reflect the assignment of goodwill to applicable reporting units.

(11)
Related Party Transactions

Refer to Note 11 of MidAmerican Energy's Notes to Financial Statements.

27



Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations

MidAmerican Funding is an Iowa limited liability company whose sole member is MEHC. MidAmerican Funding owns all of the outstanding common stock of MHC Inc., which owns all of the common stock of MidAmerican Energy, Midwest Capital Group, Inc. and MEC Construction Services Co. MHC Inc., MidAmerican Funding and MEHC are headquartered in Des Moines, Iowa.

The following is management's discussion and analysis of certain significant factors that have affected the consolidated financial condition and results of operations of MidAmerican Funding and its subsidiaries and MidAmerican Energy as presented in this joint filing. Information in Management's Discussion and Analysis related to MidAmerican Energy, whether or not segregated, also relates to MidAmerican Funding. Information related to other subsidiaries of MidAmerican Funding pertains only to the discussion of the financial condition and results of operations of MidAmerican Funding. Where necessary, discussions have been segregated under the heading "MidAmerican Funding" to allow the reader to identify information applicable only to MidAmerican Funding. Explanations include management's best estimate of the impact of weather, customer growth and other factors. This discussion should be read in conjunction with the historical unaudited Consolidated Financial Statements and Notes to Consolidated Financial Statements in Item 1 of this Form 10-Q. MidAmerican Energy's and MidAmerican Funding's actual results in the future could differ significantly from the historical results.

Results of Operations for the First Quarters of 2013 and 2012

Overview

MidAmerican Energy -

MidAmerican Energy's earnings on common stock for the first quarter of 2013 was $103 million, an increase of $29 million, or 39%, compared to 2012 due to improved regulated electric and gas gross margins and an increase in income tax benefits. Regulated electric retail gross margins increased due to revenues from new adjustment clauses in Iowa and Illinois and higher sales volumes, primarily as a result of unseasonably warm temperatures in the first quarter of 2012, partially offset by lower electric wholesale gross margins. Regulated gas gross margins increased due to higher sales volumes from the return to more seasonal temperatures. These increases were partially offset by higher depreciation expense as a result of utility plant placed in service, primarily as a result of additional wind-powered generating facilities placed in service in the second half of 2012. The increase in income tax benefits was due to greater production tax credits for wind-powered generation, primarily as a result of additional facilities placed in service in 2012.

MidAmerican Funding -

Net income attributable to MidAmerican Funding for the first quarter of 2013 was $100 million, an increase of $29 million, or 41%, compared to 2012 due to the increase in MidAmerican Energy's earnings discussed above.


28


Regulated Electric Gross Margin
 
First Quarter
 
2013
 
2012
 
Change
Gross margin (in millions):
 
 
 
 
 
 
 
Operating revenue
$
415

 
$
380

 
$
35

 
9
 %
Cost of fuel, energy and capacity
123

 
108

 
15

 
14

Gross margin
$
292

 
$
272

 
$
20

 
7

 
 
 
 
 
 
 
 
Sales (GWh):
 
 
 
 
 
 
 
Residential
1,726

 
1,523

 
203

 
13
 %
Small general service
1,034

 
992

 
42

 
4

Large general service
2,317

 
2,297

 
20

 
1

Other
398

 
390

 
8

 
2

Total retail
5,475

 
5,202

 
273

 
5

Wholesale
3,084

 
3,034

 
50

 
2

Total sales
8,559

 
8,236

 
323

 
4

 
 
 
 
 
 
 
 
Average number of retail customers (in thousands)
738

 
732

 
6

 
1
 %
 
 
 
 
 
 
 
 
Average revenue per MWh:
 
 
 
 
 
 
 
Retail
$
61.65

 
$
58.66

 
$
2.99

 
5
 %
Wholesale
$
22.98

 
$
22.80

 
$
0.18

 
1
 %
 
 
 
 
 
 
 
 
Sources of energy (GWh)(1):
 
 
 
 
 
 
 
Coal
4,637

 
4,827

 
(190
)
 
(4
)%
Nuclear
878

 
949

 
(71
)
 
(7
)
Natural gas
5

 
(3
)
 
8

 
*
Wind and other(2)
2,219

 
1,789

 
430

 
24

Total energy generated
7,739

 
7,562

 
177

 
2

Energy purchased
998

 
844

 
154

 
18

Total
8,737

 
8,406

 
331

 
4


*
Not meaningful.

(1)
GWh amounts are net of energy used by the related generating facilities.

(2)
All or some of the renewable energy attributes associated with generation from these generating facilities may be: (a) used in future years to comply with renewable portfolio standards or other regulatory requirements or (b) sold to third parties in the form of renewable energy credits or other environmental commodities.

Electric gross margin for the first quarter of 2013 increased $20 million compared to 2012. Retail gross margin increased $29 million compared to 2012 due to $19 million from new adjustment clauses implemented in Iowa and Illinois in the first half of 2012 and $10 million from unseasonably warm winter temperatures in 2012. Wholesale gross margin decreased $9 million compared to 2012 due to a lower average margin per megawatt hour sold as a result of higher generation costs primarily from new coal transportation agreements effective in 2013 and higher transportation capacity charges for natural gas. Wholesale includes sales of electricity principally to markets operated by regional transmission organizations.


29


Regulated Gas Gross Margin
 
First Quarter
 
2013
 
2012
 
Change
Gross margin (in millions):
 
 
 
 
 
 
 
Operating revenue
$
315

 
$
263

 
$
52

 
20
 %
Cost of gas sold
224

 
186

 
38

 
20

Gross margin
$
91

 
$
77

 
$
14

 
18

 
 
 
 
 
 
 
 
Natural gas throughput (000's Dth):
 
 
 
 
 
 
 
Residential
24,584

 
18,520

 
6,064

 
33
 %
Small general service
11,975

 
9,054

 
2,921

 
32

Large general service
1,364

 
1,217

 
147

 
12

Other
22

 
19

 
3

 
16

Total retail sales
37,945

 
28,810

 
9,135

 
32

Wholesale sales
7,605

 
12,357

 
(4,752
)
 
(38
)
Total sales
45,550

 
41,167

 
4,383

 
11

Gas transportation service
21,988

 
20,738

 
1,250

 
6

Total gas throughput
67,538

 
61,905

 
5,633

 
9

 
 
 
 
 
 
 
 
Average number of retail customers (in thousands)
719

 
713

 
6

 
1
 %
Average revenue per retail Dth sold
$
7.33

 
$
7.80

 
$
(0.47
)
 
(6
)%
Average cost of natural gas per retail Dth sold
$
5.17

 
$
5.42

 
$
(0.25
)
 
(5
)%

Regulated gas revenue includes purchased gas adjustment clauses through which MidAmerican Energy is allowed to recover the cost of gas sold from its retail gas utility customers. Consequently, fluctuations in the cost of gas sold do not directly affect gross margin or net income because regulated gas revenue reflects comparable fluctuations through the purchased gas adjustment clauses. For the first quarter of 2013, MidAmerican Energy's combined retail and wholesale average per-unit cost of gas sold increased 9%, resulting in an increase of $18 million in gas revenue and cost of gas sold compared to 2012. Additionally, the increase in retail sales volumes, partially offset by the decrease in wholesale sales volumes, increased revenue and cost of gas sold for the first quarter of 2013. The improvement in gas gross margin for the first quarter of 2013 compared to 2012 was due to the increase in retail sales volumes primarily as a result of unseasonably warm winter temperatures in the first quarter of 2012.

Regulated Operating Costs and Expenses

Other operating expenses of $106 million for the first quarter of 2013 increased $4 million compared to 2012 due to higher DSM program and generation operation costs.

Maintenance expense of $45 million for the first quarter of 2013 decreased $1 million compared to 2012 due to lower costs for electric and gas distribution and wind-powered generating facilities, partially offset by an increase in nuclear generation maintenance costs.

Depreciation and amortization expense of $107 million for the first quarter of 2013 increased $14 million compared to 2012 primarily due to additional wind-powered generating facilities placed in service in the second half of 2012.


30


Nonregulated Gross Margin

MidAmerican Energy -
 
First Quarter
 
2013
 
2012
 
Change
Gross margin (in millions):
 
 
 
 
 
 
 
Nonregulated operating revenue
$
190

 
$
231

 
$
(41
)
 
(18
)%
Nonregulated cost of sales
174

 
212

 
(38
)
 
(18
)
Nonregulated gross margin
$
16

 
$
19

 
$
(3
)
 
(16
)
 
 
 
 
 
 
 
 
Nonregulated electric sales (GWh)
2,170

 
2,467

 
(297
)
 
(12
)%
 
 
 
 
 
 
 
 
Nonregulated gas sales (000's Dth)
10,585

 
10,266

 
319

 
3
 %

For the first quarter of 2013 compared to 2012, lower prices, costs and volumes for electric sales and lower prices and costs for gas sales resulted in decreases to nonregulated operating revenue and cost of sales. Nonregulated gross margin decreased compared to the first quarter of 2012 due principally to lower average electric margins per unit and lower electric sales.

Non-Operating Income

MidAmerican Energy -

Allowance for equity funds increased $2 million compared to the first quarter of 2012 primarily as a result of higher capital expenditures for emissions control equipment at two of MidAmerican Energy's jointly owned generating facilities.

Fixed Charges

MidAmerican Energy -

MidAmerican Energy redeemed $275 million of its 5.125% senior notes in June 2012 resulting in a reduction of its interest on long-term debt for the first quarter of 2013.

Income Tax Benefit

MidAmerican Energy -
 
MidAmerican Energy's income tax benefit was $23 million for the first quarter of 2013, an increase of $11 million compared to $12 million for 2012, with an effective tax rate of (29)% for 2013 and (19)% for 2012. The change in the effective tax rate was due to $19 million of additional production tax credits primarily due to wind-powered generation placed in service in late 2012.

Federal renewable electricity production tax credits are earned as energy from qualifying wind-powered generating facilities is produced and sold based on a per-kilowatt rate as prescribed pursuant to the applicable federal income tax law and are eligible for the credit for 10 years from the date the qualifying generating facilities were placed in service.

MidAmerican Funding -

MidAmerican Funding's income tax benefit was $24 million for the first quarter of 2013, an increase of $9 million compared to $15 million for 2012, with an effective tax rate of (32)% for 2013 and (27)% for 2012. The additional benefit was due principally to the factors discussed for MidAmerican Energy.

31



Liquidity and Capital Resources

As of March 31, 2013, MidAmerican Energy's total net liquidity was $506 million consisting of $96 million of cash and cash equivalents and $605 million of revolving credit facilities reduced by $195 million of the revolving credit facilities reserved to support MidAmerican Energy's variable-rate tax-exempt bond obligations. As of March 31, 2013, MidAmerican Funding's total net liquidity was $511 million, including $1 million of additional cash and cash equivalents and MHC Inc.'s $4 million revolving credit facility.

Operating Activities

MidAmerican Energy's net cash flows from operating activities for the three-month periods ended March 31, 2013 and 2012, were $32 million and $158 million, respectively. MidAmerican Funding's net cash flows from operating activities for the three-month periods ended March 31, 2013 and 2012, were $26 million and $149 million, respectively. The decreases were predominantly due to the timing of income tax cash flows with MEHC, partially offset by higher regulated electric and gas margins.

Investing Activities

MidAmerican Energy's net cash flows from investing activities for the three-month periods ended March 31, 2013 and 2012, were $(165) million and $(117) million, respectively. MidAmerican Funding's net cash flows from investing activities for the three-month periods ended March 31, 2013 and 2012, were $(165) million and $(116) million, respectively. Net cash flows from investing activities consist almost entirely of utility construction expenditures, which increased for 2013 principally due to expenditures for the construction of emissions control equipment at two of MidAmerican Energy's jointly owned generating facilities and the payment of payables related to 2012 construction expenditures. Purchases and proceeds related to available-for-sale securities consist of activity within the Quad Cities Generating Station nuclear decommissioning trust.

Financing Activities

MidAmerican Energy's net cash flows from financing activities for the three-month periods ended March 31, 2013 and 2012 were $(125) million and $- million, respectively. MidAmerican Funding's net cash flows from financing activities for the three-month periods ended March 31, 2013 and 2012, were $(118) million and $9 million, respectively. In January 2013, MidAmerican Energy paid common dividends of $125 million to MHC Inc. MidAmerican Funding paid $118 million in 2013 and received $9 million in 2012 through its note payable with MEHC.

Debt Authorizations and Related Matters

MidAmerican Energy has authority from the FERC to issue through October 30, 2014, commercial paper and bank notes aggregating $600 million at interest rates not to exceed the applicable London Interbank Offered Rate ("LIBOR") plus a spread of 400 basis points. In March 2013, MidAmerican Energy replaced its $530 million unsecured revolving credit facility expiring in July 2013 with a $600 million unsecured revolving credit facility expiring in March 2018. MidAmerican Energy may request that the banks extend the credit facility up to two years. The new credit facility, which supports MidAmerican Energy's commercial paper program and its variable-rate tax-exempt bond obligations and provides for the issuance of letters of credit, has a variable interest rate based on LIBOR or a base rate, at MidAmerican Energy's option, plus a spread that varies based on MidAmerican Energy's credit ratings for its senior unsecured long-term debt securities. Additionally, MidAmerican Energy has a $5 million unsecured credit facility for general corporate purposes.

MidAmerican Energy currently has an effective registration statement with the United States Securities and Exchange Commission to issue up to $1.5 billion of long-term securities. It also has authorization from the FERC to issue through October 30, 2014, long-term securities totaling up to $650 million at interest rates not to exceed the applicable United States Treasury rate plus a spread of 400 basis points. Regarding multiple-year capital projects, MidAmerican Energy has authorizations from the ICC, expiring December 19, 2015, to issue up to an aggregate of $1.5 billion of long-term debt securities.


32


In conjunction with the March 1999 merger, MidAmerican Energy committed to the IUB to use commercially reasonable efforts to maintain an investment grade rating on its long-term debt and to maintain its common equity level above 42% of total capitalization unless circumstances beyond its control result in the common equity level decreasing to below 39% of total capitalization. MidAmerican Energy must seek the approval of the IUB of a reasonable utility capital structure if MidAmerican Energy's common equity level decreases below 42% of total capitalization, unless the decrease is beyond the control of MidAmerican Energy. MidAmerican Energy is also required to seek the approval of the IUB if MidAmerican Energy's equity level decreases to below 39%, even if the decrease is due to circumstances beyond the control of MidAmerican Energy. If MidAmerican Energy's common equity level were to drop below the required thresholds, MidAmerican Energy's ability to issue debt could be restricted. As of March 31, 2013, MidAmerican Energy's common equity ratio was 53% computed on a basis consistent with its commitment.

Future Uses of Cash

MidAmerican Energy and MidAmerican Funding have available a variety of sources of liquidity and capital resources, both internal and external, including net cash flows from operating activities, public and private debt offerings, the issuance of commercial paper, the use of unsecured revolving credit facilities, and other sources. These sources are expected to provide funds required for current operations, capital expenditures, debt retirements and other capital requirements. The availability and terms under which MidAmerican Energy and MidAmerican Funding have access to external financing depends on a variety of factors, including their credit ratings, investors' judgment of risk and conditions in the overall capital market, including the condition of the utility industry.

Utility Construction Expenditures

MidAmerican Energy's primary need for capital is utility construction expenditures. Capital expenditure needs are reviewed regularly by management and may change significantly as a result of these reviews, which may consider, among other factors, changes in rules and regulations; impacts to customers' rates; outcomes of regulatory proceedings; changes in income tax laws; general business conditions; load projections; system reliability standards; the cost and efficiency of construction labor, equipment and materials; commodity prices; and the cost and availability of capital. Prudently incurred expenditures for compliance-related items such as pollution-control technologies, replacement generation, nuclear decommissioning and associated operating costs are generally incorporated into MidAmerican Energy's regulated retail rates.

MidAmerican Energy's forecasted utility construction expenditures, which exclude amounts for non-cash equity AFUDC and other non-cash items, are approximately $695 million for 2013 and include:

•
$206 million for emissions control equipment, primarily at George Neal Energy Center Units 3 and 4 and Ottumwa Generating Station to meet air quality targets, including the reduction of sulfur dioxide, nitrogen oxides and particulate matter emissions.
•
$54 million for transmission system investments, including $21 million for Multi-Value Projects approved by the Midwest Independent Transmission System Operator, Inc. for the construction of 245 miles of 345 kV transmission line located in Iowa and Illinois.
•
$18 million for other generation development projects.
Remaining amounts are for ongoing investments in distribution, generation and other infrastructure needed to serve existing and expected demand.

Contractual Obligations

As of March 31, 2013, there have been no material changes outside the normal course of business in MidAmerican Energy's and MidAmerican Funding's contractual obligations from the information provided in Item 7 of their Annual Report on Form 10‑K for the year ended December 31, 2012. Additionally, refer to the "Utility Construction Expenditures" discussion included in Liquidity and Capital Resources.

33



Regulatory Matters

MidAmerican Energy is planning to file a request for a retail electric rate increase with the IUB in May 2013. The proposal will contain a request for interim rate relief to begin in the third quarter of 2013. In addition to a request for an increase in base rates, the filing is expected to contain a request for the creation of two new adjustment clauses. One clause would be for the recovery of changes in certain energy production related costs such as fuel, fuel transportation and the impacts of the production tax credit. The second clause would be for recovery of certain electric transmission charges. A final decision by the IUB on MidAmerican Energy's request would be expected within ten months of the date of filing.

Environmental Laws and Regulations

MidAmerican Energy is subject to federal, state and local laws and regulations regarding air and water quality, emissions performance standards, climate change, coal combustion byproduct disposal, hazardous and solid waste disposal, protected species and other environmental matters that have the potential to impact its current and future operations. In addition to imposing continuing compliance obligations, these laws and regulations provide regulators with the authority to levy substantial penalties for noncompliance including fines, injunctive relief and other sanctions. These laws and regulations are administered by the EPA and various other state and local agencies. All such laws and regulations are subject to a range of interpretation, which may ultimately be resolved by the courts. Environmental laws and regulations continue to evolve, and MidAmerican Energy is unable to predict the impact of the changing laws and regulations on its operations and financial results. MidAmerican Energy believes it is in material compliance with all applicable laws and regulations. Refer to "Liquidity and Capital Resources" for discussion of MidAmerican Energy's forecasted environmental-related capital expenditures. The discussion below contains material developments to those matters disclosed in Item 7 of MidAmerican Energy's and MidAmerican Funding's Annual Report on Form 10‑K for the year ended December 31, 2012.

Clean Air Act Regulations

The Clean Air Act is a federal law administered by the EPA that provides a framework for protecting and improving the nation's air quality and controlling sources of air emissions. The implementation of new standards is generally outlined in SIPs, which are a collection of regulations, programs and policies to be followed. SIPs vary by state and are subject to public hearings and EPA approval. Some states may adopt additional or more stringent requirements than those implemented by the EPA.

In conjunction with a consent decree filed with the United States District Court in Iowa pursuant to a settlement with the Sierra Club, MidAmerican Energy has committed to cease burning solid fuel, such as coal, at its Walter Scott, Jr. Energy Center Units 1 and 2, George Neal Energy Center Units 1 and 2 and Riverside Energy Center by April 16, 2016; these units represent 9% of MidAmerican Energy's net owned available generating capacity. The George Neal Energy Center Unit 1 and Riverside Energy Center currently have the capability to burn natural gas in the production of electricity, although under current operating and economic conditions, production utilizing natural gas would be very limited. No decisions have been made regarding upgrades to enable the use of natural gas at the other MidAmerican Energy units, which produced 1.8 million MWh of electricity, or 6% of MidAmerican Energy's owned generation production during 2012. The consent decree was entered by the court on April 12, 2013.


34


National Ambient Air Quality Standards

In June 2010, the EPA finalized a new national ambient air quality standard for sulfur dioxide. Under the new rule, the existing 24-hour and annual standards for sulfur dioxide, which were 140 parts per billion measured over 24 hours and 30 parts per billion measured over an entire year, were replaced with a new one-hour standard of 75 parts per billion. The new rule will utilize a three-year average to determine attainment. The rule will utilize source modeling, in addition to the installation of ambient monitors where sulfur dioxide emissions impact populated areas. Attainment designations were due by June 2012; however, due to the lack of sufficient information to make the designations, the EPA extended the deadline for area designations to June 2013. The EPA has recommended that Muscatine County, Iowa be designated nonattainment for the one-hour sulfur dioxide standard and intends to finalize the nonattainment designation by June 2013. MidAmerican Energy's Louisa coal-fueled generating facility is located just outside of Muscatine County. Based on the distance of the facility from the ambient monitor and the predominant wind patterns at the time violations were recorded, the EPA has indicated that MidAmerican Energy's Louisa coal-fueled generating facility did not cause or contribute to the violation. MidAmerican Energy does not believe the nonattainment designation, should it become final, will have a material impact on the Louisa coal-fueled generating facility.

Climate Change

In April 2012, the EPA proposed New Source Performance Standards for GHG at new fossil-fueled generating facilities at an emissions rate of 1,000 pounds per MWh, which are expected to be finalized in 2013. The EPA is also under a consent decree to establish GHG emissions performance standards for existing and modified sources.

GHG New Source Performance Standards

Under the Clean Air Act, the EPA may establish emissions standards that reflect the degree of emissions reductions achievable through the best technology that has been demonstrated, taking into consideration the cost of achieving those reductions and any non-air quality health and environmental impact and energy requirements. The EPA entered into a settlement agreement with a number of parties, including certain state governments and environmental groups, in December 2010 to promulgate emissions standards covering GHG. In April 2012, the EPA proposed new source performance standards for new fossil-fueled generating facilities that would limit emissions of carbon dioxide to 1,000 pounds per MWh. The proposal exempts simple cycle combustion turbines from meeting the GHG standards. The public comment period closed in June 2012 and a final rule is expected in 2013. Any new fossil-fueled generating facilities constructed by MidAmerican Energy will be required to meet the final GHG new source performance standards, which, if finalized as proposed, will preclude the construction of any coal-fueled generating facilities that do not have carbon capture and sequestration. Additionally, as proposed, it may be difficult even for combined cycle combustion turbines to meet the carbon dioxide emission standard under certain operating scenarios such as simple cycle or low-load operations on a sustained basis. The EPA indicated in the proposal that it does not have sufficient information to establish GHG new source performance standards for modified or reconstructed units and has not established a schedule for when these units, or other existing sources, will be regulated. However, the EPA is under a consent decree obligation to establish such standards. Until any standards for existing, modified or reconstructed units are proposed and finalized, the impact on the Company's existing facilities cannot be determined.

GHG Litigation

In October 2009, the United States District Court for the Northern District of California ("Northern District of California") granted the defendants' motions to dismiss in the case of Native Village of Kivalina v. ExxonMobil Corporation, et al. The plaintiffs filed their complaint in February 2008, asserting claims against 24 defendants, including electric generating companies, oil companies and a coal company, for public nuisance under state and federal common law based on the defendants' GHG emissions. MEHC was a named defendant in the Kivalina case. The Northern District of California dismissed all of the plaintiffs' federal claims, holding that the court lacked subject matter jurisdiction to hear the claims under the political question doctrine, and that the plaintiffs lacked standing to bring their claims. The Northern District of California declined to hear the state law claims and the case was dismissed without prejudice to their future presentation in an appropriate state court. In November 2009, the plaintiffs appealed the case to the United States Ninth Circuit Court of Appeals ("Ninth Circuit"). In September 2012, the Ninth Circuit issued its opinion affirming the Northern District of California's dismissal of the plaintiffs' complaint. The Ninth Circuit held that the Clean Air Act displaced the plaintiffs' federal common law claims. In October 2012, the plaintiffs filed a petition for a full rehearing by the Ninth Circuit, which was denied by the Ninth Circuit in November 2012. In February 2013, the plaintiffs filed a petition with the United States Supreme Court to review the Ninth Circuit's decision.


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Collateral and Contingent Features

Debt and preferred securities of MidAmerican Energy are rated by credit rating agencies. Assigned credit ratings are based on each rating agency's assessment of MidAmerican Energy's ability to, in general, meet the obligations of its issued debt or preferred securities. The credit ratings are not a recommendation to buy, sell or hold securities, and there is no assurance that a particular credit rating will continue for any given period of time. As of March 31, 2013, MidAmerican Energy's credit ratings for its senior unsecured debt from the three recognized credit rating agencies were investment grade.

MidAmerican Funding and MidAmerican Energy have no credit rating downgrade triggers that would accelerate the maturity dates of its outstanding debt, and a change in ratings is not an event of default under the applicable debt instruments. MidAmerican Energy's unsecured revolving credit facilities do not require the maintenance of a minimum credit rating level in order to draw upon its availability but, under certain instances, sufficient covenant tests must be maintained if ratings drop below a certain level. However, commitment fees and interest rates under the credit facilities are tied to credit ratings and increase or decrease when the ratings change. A ratings downgrade could also increase the future cost of commercial paper, short- and long-term debt issuances or new credit facilities.

In accordance with industry practice, certain wholesale agreements, including derivative contracts, contain provisions that require MidAmerican Energy to maintain specific credit ratings on its unsecured debt from one or more of the three recognized credit rating agencies. These agreements may either specifically provide bilateral rights to demand cash or other security if credit exposures on a net basis exceed specified rating-dependent threshold levels ("credit-risk-related contingent features") or provide the right for counterparties to demand "adequate assurance" in the event of a material adverse change in MidAmerican Energy's creditworthiness. These rights can vary by contract and by counterparty. If all credit-risk-related contingent features or adequate assurance provisions for these agreements had been triggered as of March 31, 2013, MidAmerican Energy would have been required to post $171 million of additional collateral. MidAmerican Energy's collateral requirements could fluctuate considerably due to market price volatility, changes in credit ratings, changes in legislation or regulation, or other factors. Refer to Note 7 of Notes to Financial Statements in Item 1 of this Form 10-Q for a discussion of MidAmerican Energy's collateral requirements specific to its derivative contracts.

New Accounting Pronouncements

For a discussion of new accounting pronouncements affecting MidAmerican Energy and MidAmerican Funding, refer to Note 2 of Notes to Consolidated Financial Statements in Item 1 of this Form 10-Q.

Critical Accounting Estimates

Certain accounting measurements require management to make estimates and judgments concerning transactions that will be settled several years in the future. Amounts recognized on the Consolidated Financial Statements based on such estimates involve numerous assumptions subject to varying and potentially significant degrees of judgment and uncertainty and will likely change in the future as additional information becomes available. Estimates are used for, but not limited to, the accounting for the effects of certain types of regulation, derivatives, impairment of goodwill and long-lived assets, pension and other postretirement benefits, income taxes and revenue recognition - unbilled revenue. For additional discussion of MidAmerican Energy's and MidAmerican Funding's critical accounting estimates, see Item 7 of their Annual Report on Form 10-K for the year ended December 31, 2012. There have been no significant changes in MidAmerican Energy's and MidAmerican Funding's assumptions regarding critical accounting estimates since December 31, 2012.

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Item 3.
Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk affecting MidAmerican Energy and MidAmerican Funding, see Item 7A of their Annual Report on Form 10-K for the year ended December 31, 2012. MidAmerican Energy's and MidAmerican Funding's exposure to market risk and their management of such risk has not changed materially since December 31, 2012. Refer to Note 7 of Notes to Financial Statements in Item 1 of this Form 10-Q for disclosure of MidAmerican Energy's derivative positions as of March 31, 2013.

Item 4.
Controls and Procedures

At the end of the period covered by this Quarterly Report on Form 10-Q, the Company (MidAmerican Energy or MidAmerican Funding, as applicable) carried out an evaluation, under the supervision and with the participation of the Company's management, including the Chief Executive Officer (principal executive officer) and the Chief Financial Officer (principal financial officer), of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended). Based upon that evaluation, the Company's management, including the Chief Executive Officer (principal executive officer) and the Chief Financial Officer (principal financial officer), concluded that the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission's rules and forms, and is accumulated and communicated to management, including the Company's Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There has been no change in the Company's internal control over financial reporting during the quarter ended March 31, 2013, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.


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PART II

Item 1.
Legal Proceedings

None.

Item 1A.
Risk Factors

There has been no material change to MidAmerican Funding's or MidAmerican Energy's risk factors from those disclosed in Item 1A of their Annual Report on Form 10-K for the year ended December 31, 2012.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3.
Defaults Upon Senior Securities

Not applicable.

Item 4.
Mine Safety Disclosures

Not applicable.

Item 5.
Other Information

Not applicable.

Item 6.
Exhibits

The exhibits listed on the accompanying Exhibit Index are filed as part of this Quarterly Report.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 
MIDAMERICAN FUNDING, LLC
 
MIDAMERICAN ENERGY COMPANY
 
(Registrants)
 
 
 
 
 
 
 
 
Date: May 3, 2013
/s/  Thomas B. Specketer
 
Thomas B. Specketer
 
Vice President and Controller
 
of MidAmerican Funding, LLC
 
and Vice President and Chief Financial Officer
 
of MidAmerican Energy Company
 
(principal financial and accounting officer)
 
 
 
 


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EXHIBIT INDEX

Exhibit No.
Description
 
 
MidAmerican Energy
 
 
10.1
$600,000,000 Credit Agreement, dated as of March 27, 2013, among MidAmerican Energy, as Borrower, the banks, financial institutions and other institutional lenders, as Initial Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent and Swingline Lender, and the LC Issuing Banks.
 
 
15
Awareness Letter of Independent Registered Public Accounting Firm.
 
 
31.1
Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.2
Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
32.1
Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
32.2
Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
MidAmerican Funding
 
 
31.3
Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.4
Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
32.3
Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
32.4
Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
MidAmerican Energy and MidAmerican Funding
 
 
101
The following financial information from MidAmerican Energy's and MidAmerican Funding's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, is formatted in XBRL (eXtensible Business Reporting Language) and included herein: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements, tagged in summary and detail.
 

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