MIDAMERICAN FUNDING LLC - 10-Q Quarterly Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2004

Commission	Registrant’s Name, State of Incorporation,	IRS Employer
File Number	Address and Telephone Number	Identification No.


333-90553	MIDAMERICAN FUNDING, LLC	47-0819200
	(An Iowa Limited Liability Company)
	666 Grand Ave. PO Box 657
	Des Moines, Iowa 50303
	515-242-4300

1-11505	MIDAMERICAN ENERGY COMPANY	42-1425214
	(An Iowa Corporation)
	666 Grand Ave. PO Box 657
	Des Moines, Iowa 50303
	515-242-4300

Indicate by check mark whether the registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrants are accelerated filers (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

As of July 26, 2004, all of the member’s equity of MidAmerican Funding, LLC was held by its parent company, MidAmerican Energy Holdings Company.

As of July 26, 2004, all 70,980,203 outstanding shares of MidAmerican Energy Company’s voting stock were held by its parent company, MHC Inc., a direct, wholly owned subsidiary of MidAmerican Funding, LLC.

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

TABLE OF CONTENTS

Part I - Financial Information

Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37

Part II – Other Information

Item 1.	Legal Proceedings	38
Item 2.	Changes in Securities Use of Proceeds and Issuer Purchases of Equity Securities	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Submission of Matters to a Vote of Security Holders	38
Item 5.	Other Information	39
Item 6.	Exhibits and Reports on Form 8-K	39
Signatures		40
Exhibit Index		41

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

MidAmerican Energy Company

Report of Independent Registered Public Accounting Firm	4
Consolidated Balance Sheets	5
Consolidated Statements of Operations	6
Consolidated Statements of Cash Flows	7
Notes to Consolidated Financial Statements	8

MidAmerican Funding, LLC

Report of Independent Registered Public Accounting Firm	16
Consolidated Balance Sheets	17
Consolidated Statements of Operations	18
Consolidated Statements of Cash Flows	19
Notes to Consolidated Financial Statements	20

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholder

MidAmerican Energy Company

Des Moines, Iowa

We have reviewed the accompanying consolidated balance sheet of MidAmerican Energy Company and subsidiary (the “Company”) as of June 30, 2004, and the related consolidated statements of operations for the three-month and six-month periods ended June 30, 2004 and 2003, and of cash flows for the six-month periods ended June 30, 2004 and 2003. These interim financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with 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 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 standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet and statement of capitalization (not presented herein) of MidAmerican Energy Company and subsidiary as of December 31, 2003, and the related consolidated statements of operations, comprehensive income, retained earnings, and cash flows for the year then ended (not presented herein); and in our report dated February 9, 2004 (March 1, 2004 as to Notes (1)(b), (1)(c), (1)(j) and (12)), 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, 2003 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Des Moines, Iowa

July 28, 2004

MIDAMERICAN ENERGY COMPANY

CONSOLIDATED BALANCE SHEETS

(In thousands)

	As of

	June 30,			December 31,
	2004			2003

	(Unaudited)
ASSETS
Utility Plant, Net
Electric	$	5,097,185		$	5,030,960
Gas		933,586			922,099

		6,030,771			5,953,059
Accumulated depreciation and amortization		(2,897,149	)		(2,810,336	)

		3,133,622			3,142,723
Construction work in progress		396,946			217,537

		3,530,568			3,360,260


Current Assets
Cash and cash equivalents		5,626			3,151
Receivables, net		269,060			300,643
Inventories		55,501			85,465
Other		31,703			42,459

		361,890			431,718


Investments and Nonregulated Property, Net		312,977			299,103
Regulatory Assets		281,699			261,696
Other Assets		68,798			51,657


Total Assets	$	4,555,932		$	4,404,434


CAPITALIZATION AND LIABILITIES
Capitalization
Common shareholder’s equity	$	1,411,096		$	1,318,519
MidAmerican Energy preferred securities		30,329			31,759
Long-term debt, excluding current portion		982,183			1,072,496

		2,423,608			2,422,774

Current Liabilities
Notes payable		9,000			48,000
Current portion of long-term debt		90,759			56,151
Accounts payable		167,008			198,273
Taxes accrued		61,494			72,558
Interest accrued		9,718			10,235
Other		100,179			67,160

		438,158			452,377

Other Liabilities
Deferred income taxes		478,034			415,788
Investment tax credits		50,324			52,510
Asset retirement obligations		276,790			269,124
Regulatory liabilities		621,276			574,490
Other		267,742			217,371

		1,694,166			1,529,283


Total Capitalization and Liabilities	$	4,555,932		$	4,404,434

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

MIDAMERICAN ENERGY COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

	Three Months						Six Months
	Ended June 30,						Ended June 30,

	2004			2003			2004			2003

				(Unaudited)
Operating Revenues
Regulated electric	$	344,375		$	329,287		$	707,559		$	644,229
Regulated gas		173,669			155,075			567,240			568,854
Nonregulated		55,927			51,521			139,104			137,996

		573,971			535,883			1,413,903			1,351,079


Operating Expenses
Regulated:
Cost of fuel, energy and capacity		99,061			82,454			213,674			170,872
Cost of gas sold		133,442			111,747			444,217			441,274
Other operating expenses		93,609			89,221			180,622			171,869
Maintenance		49,083			37,447			82,016			65,729
Depreciation and amortization		67,539			77,797			150,067			146,282
Property and other taxes		19,665			19,373			41,327			39,930

		462,399			418,039			1,111,923			1,035,956

Nonregulated:
Cost of sales		47,641			43,360			122,445			120,749
Other		4,569			4,336			8,724			8,068

		52,210			47,696			131,169			128,817

Total operating expenses		514,609			465,735			1,243,092			1,164,773


Operating Income		59,362			70,148			170,811			186,306


Non-Operating Income
Interest and dividend income		631			1,383			1,230			2,509
Other income		5,553			5,461			9,918			9,899
Other expense		(1,315	)		(523	)		(2,076	)		(872	)

		4,869			6,321			9,072			11,536

Fixed Charges
Interest on long-term debt		17,046			18,012			34,625			36,570
Other interest expense		1,479			927			2,716			1,946
Allowance for borrowed funds		(1,877	)		(1,092	)		(3,199	)		(2,683	)

		16,648			17,847			34,142			35,833


Income Before Income Taxes		47,583			58,622			145,741			162,009
Income Taxes		19,012			25,490			52,283			70,185

Net Income		28,571			33,132			93,458			91,824
Preferred Dividends		312			327			621			764


Earnings on Common Stock	$	28,259		$	32,805		$	92,837		$	91,060

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

MIDAMERICAN ENERGY COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Six Months
	Ended June 30,

	2004			2003

	(Unaudited)
Net Cash Flows From Operating Activities
Net income	$	93,458		$	91,824
Adjustments to reconcile net income to net cash provided:
Depreciation and amortization		150,691			146,856
Deferred income taxes and investment tax credit, net		52,521			1,210
Amortization of other assets and liabilities		3,418			14,105
Impact of changes in working capital:
Receivables, net		46,044			65,151
Inventories		29,964			39,442
Accounts payable		(53,373	)		(97,381	)
Taxes accrued		(11,064	)		7,805
Other current assets and liabilities		15,789			9,240
Other		518			(2,142	)

Net cash provided by operating activities		327,966			276,110


Net Cash Flows From Investing Activities
Utility construction expenditures		(277,127	)		(151,637	)
Non-cash and accrued utility construction expenditures		51,402			(4,290	)
Quad Cities Station decommissioning trust fund		(4,150	)		(4,150	)
Other investing activities, net		127			6,939

Net cash used in investing activities		(229,748	)		(153,138	)


Net Cash Flows From Financing Activities
Dividends paid		(621	)		(87,014	)
Issuance of long-term debt, net of issuance cost		-			272,572
Retirement of long-term debt, including reacquisition cost		(55,892	)		(187,901	)
Reacquisition of preferred securities		(1,430	)		-
Collateral received		1,200			-
Net decrease in notes payable		(39,000	)		(55,000	)

Net cash used in financing activities		(95,743	)		(57,343	)


Net Increase in Cash and Cash Equivalents		2,475			65,629
Cash and Cash Equivalents at Beginning of Period		3,151			28,500

Cash and Cash Equivalents at End of Period	$	5,626		$	94,129


Supplemental Disclosure:
Interest paid, net of amounts capitalized	$	31,988		$	32,114

Income taxes paid	$	12,096		$	63,240

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

MIDAMERICAN ENERGY COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. General

The consolidated financial statements included herein have been prepared by MidAmerican Energy Company (“MidAmerican Energy”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of MidAmerican Energy, all adjustments, consisting of normal recurring adjustments, have been made to present fairly the financial position, the results of operations and the changes in cash flows for the periods presented. Prior year amounts have been reclassified to a basis consistent with the current year presentation. All significant intercompany transactions have been eliminated. Although MidAmerican Energy believes that the disclosures are adequate to make the information presented not misleading, it is suggested that these financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in MidAmerican Energy’s latest Annual Report on Form 10-K.

MidAmerican Energy is a public utility with electric and natural gas operations and is the principal subsidiary of MHC Inc. (“MHC”). MHC is a direct, wholly owned subsidiary of MidAmerican Funding, LLC (“MidAmerican Funding”), whose sole member is MidAmerican Energy Holdings Company.

2. New Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51” ("FIN No. 46"). FIN No. 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest, or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. In December 2003, the FASB issued FASB Interpretation No. 46R, which served to clarify guidance in FIN No. 46. The provisions of FIN No. 46, as revised, were effective for public entities that had interests in variable interest entities or potential variable interest entities commonly ref erred to as special-purpose entities for periods ending after December 15, 2003. Application by public entities for all other types of entities is required in financial statements for periods ending after March 15, 2004. MidAmerican Energy has considered the provisions of FIN No. 46R for all of its power purchase, power sale or tolling agreements. Factors considered in the analysis include the duration of the agreements, how capacity and energy payments are determined, source and payment for fuel, as well as responsibility and payment for operating and maintenance expenses. Based upon this analysis, it was determined that no change in accounting for such agreements was necessary under FIN No. 46R.

In May 2004, the FASB issued FASB Staff Position No. 106-2 ("FSP 106-2"), "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003" ("Act"). The Act introduces a prescription drug benefit under Medicare (Medicare Part D) as well as a federal subsidy to sponsors of postretirement health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. When adopted, FSP 106-2 will supersede FSP 106-1, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003," which was issued in January 2004 and permitted a sponsor of a postretirement health care plan that provides a prescription drug benefit to make a one-time election to defer accounting for the effects of the Act until more authoritative guidance on the accounting for the federal subsidy was issued, which MidAmerican Energy so elected. FSP 106-2 provides authoritative guidance on the accounting for the federal subsidy and specifies the disclosure requirements for employers who have adopted FSP 106-2, including those who are unable to determine whether benefits provided under its plan are actuarially equivalent to Medicare Part D. MidAmerican Energy has determined that the effects of the Act are not significant to its postretirement plan and therefore do not constitute a significant event, as that term is defined in Statement of Financial Accounting Standards No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions.” As such, MidAmerican Energy will adopt FSP 106-2 at its next measurement date, January 1, 2005.

3. Commitments and Contingencies

(a) Manufactured Gas Plant Facilities

The United States Environmental Protection Agency (“EPA”), and the state environmental agencies have determined that contaminated wastes remaining at decommissioned manufactured gas plant facilities may pose a threat to the public health or the environment if such contaminants are in sufficient quantities and at such concentrations as to warrant remedial action.

MidAmerican Energy has evaluated or is evaluating 27 properties that were, at one time, sites of gas manufacturing plants in which it may be a potentially responsible party. The purpose of these evaluations is to determine whether waste materials are present, whether the materials constitute a health or environmental risk, and whether MidAmerican Energy has any responsibility for remedial action. MidAmerican Energy is actively working with the regulatory agencies and has received regulatory closure on four sites. MidAmerican Energy is continuing to evaluate several of the sites to determine the future liability, if any, for conducting site investigations or other site activity.

MidAmerican Energy estimates the range of possible costs for investigation, remediation and monitoring for the sites discussed above to be approximately $11 million to $27 million. As of June 30, 2004 and December 31, 2003, MidAmerican Energy had recorded a liability of $11.3 million and $14.0 million, respectively, for these sites and a corresponding regulatory asset for future recovery through the regulatory process. MidAmerican Energy projects that these amounts will be incurred or paid over the next four years.

The estimated liability is determined through a site-specific cost evaluation process. The estimate includes incremental direct costs of remediation, site monitoring costs and costs of compensation to employees for time expected to be spent directly on the remediation effort. The estimated recorded liabilities for these properties are based upon preliminary data. Thus, actual costs could vary significantly from the estimates. The estimate could change materially based on facts and circumstances derived from site investigations, changes in required remedial action and changes in technology relating to remedial alternatives. Insurance recoveries have been received for some of the sites under investigation. Those recoveries are intended to be used principally for accelerated remediation, as specified by the Iowa Utilities Board (“IUB”) and are recorded as a regulatory liabili ty.

Although the timing of potential incurred costs and recovery of such costs in rates may affect the results of operations in individual periods, management believes that the outcome of these issues will not have a material adverse effect on MidAmerican Energy’s financial position, results of operations or cash flows.

(b) Air Quality

MidAmerican Energy’s generating facilities are subject to applicable provisions of the Clean Air Act and related air quality standards promulgated by the EPA. The Clean Air Act provides the framework for regulation of certain air emissions and permitting and monitoring associated with those emissions. MidAmerican Energy believes it is in material compliance with current air quality requirements.

The EPA has in recent years implemented more stringent National Ambient Air Quality Standards for ozone and new standards for fine particulate matter. These standards set the minimum level of air quality that must be met throughout the United States. Areas that achieve the standards, as determined by ambient monitoring, are characterized as being in attainment of the standard. Areas that fail to meet the standard are designated as being nonattainment areas. Generally, once an area has been designated as a nonattainment area, sources of emissions in the area that contribute to the failure to achieve the ambient air quality standards are required to make emissions reductions. The EPA has concluded that the entire State of Iowa is in attainment of the ozone standards. The EPA has preliminarily determined that the entire State of Iowa is also in attainment with the fine particulate stan dards.

On December 4, 2003, the EPA announced the development of its Interstate Air Quality Rule, now known as the Clean Air Interstate Rule, a proposal to require coal-burning power plants in 29 states, including Iowa, and the District of Columbia to reduce emissions of sulfur dioxide (“SO₂”) and nitrogen oxides (“NO_X”) in an effort to reduce ozone and fine particulate matter in the Eastern United States. It is likely that MidAmerican Energy’s coal-burning facilities will be impacted by this proposal.

In December 2000, the EPA concluded that mercury emissions from coal-fired generating stations should be regulated. The EPA is currently considering two regulatory alternatives that would reduce emissions of mercury from coal-fired utilities. One of these alternatives would require reductions of mercury from all coal-fired facilities greater than 25 megawatts through application of Maximum Achievable Control Technology with compliance assessed on a facility basis. The other alternative would regulate the mercury emissions of coal-fired facilities that pose a health hazard through a market based cap-and-trade mechanism similar to the SO₂ allowance system. The EPA is currently under a deadline to finalize the mercury reduction rule by March 2005.

The Clean Air Interstate Rule or the mercury reduction rule could, in whole or in part, be superseded or made more stringent by one of a number of multi-pollutant emission reduction proposals currently under consideration at the federal level, including the “Clear Skies Initiative,” and other pending legislative proposals that contemplate 70% to 90% reductions of SO₂, NO_X and mercury, as well as possible new federal regulation of carbon dioxide and other gases that may affect global climate change.

Depending on the outcome of the final Clean Air Interstate Rule and the mercury reduction rule or any superseding legislation passed by Congress, MidAmerican Energy may be required to install control equipment on its generating stations, purchase emission allowances or decrease the number of hours during which its generating stations operate. However, until final regulatory or legislation action is taken, the impact of the regulations on MidAmerican Energy cannot be predicted.

MidAmerican Energy has implemented a planning process that forecasts the site-specific controls and actions that may be required to meet emissions reductions as contemplated by the EPA. On April 1, 2002, in accordance with an Iowa law passed in 2001, MidAmerican Energy filed with the IUB its first multi-year plan and budget for managing SO₂ and NO_X from its generating facilities in a cost-effective manner. The plan provides specific actions to be taken at each coal-fired generating facility and the related costs and timing for each action. Mercury emissions reductions were not addressed in the plan. On July 17, 2003, the IUB issued an order that affirmed an administrative law judge’s approval of the plan, as amended. Accordingly, the IUB order provides that the approved expen ditures will not be subject to a subsequent prudence review in a future electric rate case, but it rejected the future application of a tracker mechanism to recover emission reduction costs. However, pursuant to an unrelated rate settlement agreement approved by the IUB on October 17, 2003, if prior to January 1, 2011, capital and operating expenditures to comply with environmental requirements cumulatively exceed $325 million, then MidAmerican Energy may seek to recover the additional expenditures from customers. At this time, MidAmerican Energy does not expect these capital expenditures to exceed such amount.

Under the New Source Review (“NSR”) provisions of the Clean Air Act, a utility is required to obtain a permit from the EPA or a state regulatory agency prior to (1) beginning construction of a new major stationary source of an NSR-regulated pollutant or (2) making a physical or operational change (a “major modification”) to an existing facility that potentially increases emissions, unless the changes are exempt under the regulations (including routine maintenance, repair and replacement of equipment). In general, projects subject to NSR regulations are subject to pre-construction review and permitting under the Prevention of Significant Deterioration (“PSD”) provisions of the Clean Air Act. Under the PSD program, a project that emits threshold levels of regulated pollutants must undergo a Best Available Control Technology analysis and evaluate the most effective emissions controls. These controls must be installed in order to receive a permit. Violations of NSR regulations, which may be alleged by the EPA, states, and environmental groups, among others, potentially subject a utility to material expenses for fines and other sanctions and remedies including requiring installation of enhanced pollution controls and funding supplemental environmental projects.

In recent years, the EPA has requested from several utilities information and support regarding their capital projects for various generating plants. The requests were issued as part of an industry-wide investigation to assess compliance with the NSR and the New Source Performance Standards of the Clean Air Act. In December 2002 and April 2003, MidAmerican Energy received requests from the EPA to provide documentation related to its capital projects from January 1, 1980, to April 2003 for a number of its generating plants. MidAmerican Energy has submitted information to the EPA in responses to these requests, and there are currently no outstanding data requests pending from the EPA. MidAmerican Energy cannot predict the outcome of these requests at this time. However, on August 27, 2003, the EPA announced changes to its NSR rules that clarify what constitutes routine repair, mainten ance and replacement for purposes of triggering NSR requirements. The EPA concluded equipment that is repaired, maintained or replaced with an expenditure not greater than 20 percent of the value of the source will not trigger the New Source Revisions of the Clean Air Act. Since the NSR changes were announced, the EPA’s enforcement branch has indicated it would apply the clarified routine repair, maintenance and replacement rules to its pending investigation. However, a number of states and local air districts challenged the EPA’s clarifications of the rule, and a panel of the U.S. Circuit Court of Appeals for the District of Columbia Circuit issued an order on December 24, 2003, staying the EPA’s implementation of its clarifications of

the equipment replacement rule. On July 1, 2004, the EPA published a notice of stay of the final equipment replacement rule in the Federal Register, consistent with the judicial stay. Additionally, on the same date, the EPA published a Notice of Reconsideration and Request for Comment on the equipment replacement rule in response to the Petitioners’ legal challenges, indicating that it plans to take final action on the issue in approximately 180 days. Until such time as the EPA takes final action on the equipment replacement rule, the previous rules without the clarified exemption remain in effect.

Expected decommissioning costs for Quad Cities Station have been developed based on a site-specific decommissioning study that includes decontamination, dismantling, site restoration, dry fuel storage cost and an assumed shutdown date. Quad Cities Station decommissioning costs are included in base rates in Iowa tariffs.

MidAmerican Energy’s share of expected decommissioning costs for Quad Cities Station, in 2003 dollars, is $260 million and is the asset retirement obligation for Quad Cities Station. Refer to Note (1)(j) of MidAmerican Energy’s most recently filed Form 10-K for a discussion of asset retirement obligations. MidAmerican Energy has established external trusts for the investment of funds for decommissioning the Quad Cities Station. The fair value of the assets held in the trusts as of June 30, 2004, and December 31, 2003, was $193.6 million and $184.2 million, respectively, and is reflected in Investments and Nonregulated Property, Net.

(d) Electric Capacity Commitments

MidAmerican Energy has contracts with non-affiliated companies to purchase electric capacity. In January 2004, MidAmerican Energy and the Nebraska Public Power District (“NPPD”) entered into a series of agreements that will result in MidAmerican Energy purchasing 250 megawatts of NPPD capacity for a five-year period commencing January 1, 2005. As of June 30, 2004, total non-affiliated electric capacity contracts, with expiration dates ranging from 2004 to 2028, required minimum payments of $20.6 million, $28.4 million, $25.1 million, $27.3 million and $35.8 million for July 1 – December 31, 2004, and the years 2005 through 2008, respectively, and $97.8 million for the total of the years thereafter.

4. Rate Matters

Under two settlement agreements approved by the IUB, MidAmerican Energy’s Iowa retail electric rates are effectively frozen through December 31, 2010. The settlement agreements specifically allow the filing of electric rate design or cost of service rate changes that could result in changes to individual tariffs but are intended to keep MidAmerican Energy’s overall Iowa retail electric revenue unchanged. The settlement agreements also each provide that portions of revenues associated with Iowa retail electric returns on equity within specified ranges will be recorded as a regulatory liability to be used to offset a portion of the cost to Iowa customers of future generating plant investment.

Under the first settlement agreement, which was approved by the IUB on December 21, 2001, and is effective through December 31, 2005, an amount equal to 50% of revenues associated with returns on equity between 12% and 14%, and 83.33% of revenues associated with returns on equity above 14%, in each year is recorded as a regulatory liability. The second settlement agreement, which was filed in conjunction with MidAmerican Energy’s application for ratemaking principles on a wind power project and was approved by the IUB on October 17, 2003, provides that during the period January 1, 2006 through December 31, 2010, an amount equal to 40% of revenues associated with returns on equity between 11.75% and 13%, 50% of revenues associated with returns on equity between 13% and 14%, and 83.3% of revenues associated with returns on equity above 14%, in each year will be recorded as a regu latory liability. An amount equal to the regulatory liability is recorded as a regulatory charge in depreciation and amortization expense when the liability is accrued. Additionally, interest expense is accrued on the portion of the regulatory liability balance recorded in prior years. The liability is being reduced as it is credited against plant in service in amounts equal to the allowance for funds used during construction associated with generating plant additions. Future depreciation will be reduced as a result of the credit applied to generating plant balances from the reduction of the regulatory liability. As of June 30, 2004 and December 31, 2003, the related regulatory liability reflected on the Consolidated Balance Sheets was $188.0 million and $144.4 million, respectively.

The 2003 settlement agreement also provides that if Iowa retail electric returns on equity fall below 10% in any consecutive 12-month period after January 1, 2006, MidAmerican Energy may seek to file for a general increase in rates. However, prior to filing for a general increase in rates, MidAmerican Energy is required by the settlement agreement to conduct 30 days of good faith negotiations with all of the signatories to the settlement agreement to attempt to avoid a general increase in rates. Also, if MidAmerican Energy does not construct the wind power facilities by December 31, 2006, the rate extension from January 1, 2006, through December 31, 2010, may terminate.

Illinois bundled electric rates are frozen until 2007, subject to certain exceptions allowing for increases, at which time bundled rates are subject to cost-based ratemaking. Illinois law provides for Illinois earnings above a computed level of return on common equity to be shared equally between regulated retail electric customers and MidAmerican Energy. MidAmerican Energy’s computed level of return on common equity is based on a rolling two-year average of the Monthly Treasury Long-Term Average Rate, as published by the Federal Reserve System, plus a premium of 8.5% for 2000 through 2004 and a premium of 12.5% for 2005 and 2006. The two-year average above which sharing must occur for 2003 was 13.73%. The law allows MidAmerican Energy to mitigate the sharing of earnings above the threshold return on common equity through accelerated recovery of electric assets.

5. Retirement Plans

MidAmerican Energy sponsors a noncontributory defined benefit pension plan covering substantially all employees of MidAmerican Energy Holdings Company and its domestic energy subsidiaries. MidAmerican Energy also currently sponsors certain postretirement health care and life insurance benefits covering substantially all retired employees of MidAmerican Energy Holdings Company and its domestic subsidiaries. Net periodic pension benefit cost, including supplemental retirement, and postretirement benefit cost included the following components for MidAmerican Energy and the aforementioned affiliates (in thousands):

		Three Months						Six Months
		Ended June 30,						Ended June 30,

		2004			2003			2004			2003

Pension
Components of net periodic benefit cost:
Service cost	$	6,346		$	6,767		$	12,944		$	13,511
Interest cost		9,067			9,329			17,767			18,665
Expected return on plan assets		(9,738	)		(10,543	)		(19,372	)		(21,042	)
Amortization of net transition balance		(203	)		(711	)		(401	)		(1,420	)
Amortization of prior service cost		693			687			1,380			1,392
Amortization of prior year loss		366			363			785			738
Regulatory expense		-			912			-			1,820

Net periodic cost	$	6,531		$	6,804		$	13,103		$	13,664

Postretirement
Components of net periodic benefit cost:
Service cost	$	2,103		$	1,944		$	4,065		$	3,895
Interest cost		3,964			3,820			8,147			7,654
Expected return on plan assets		(2,512	)		(1,428	)		(4,373	)		(2,862	)
Amortization of net transition balance		674			978			1,702			1,959
Amortization of prior service cost		5			140			153			282
Amortization of prior year loss		876			883			1,710			1,770

Net periodic cost	$	5,110		$	6,337		$	11,404		$	12,698

MidAmerican Energy previously disclosed in its financial statements for the year ended December 31, 2003, that it expected to contribute $5.1 million and $27.6 million in 2004 to its pension and postretirement plans, respectively. As of June 30, 2004, $2.6 million and $13.1 million of contributions have been made to the pension and postretirement plans, respectively.

6. Segment Information

MidAmerican Energy has identified four reportable operating segments based principally on management structure. The generation segment derives most of its revenue from the sale of regulated and nonregulated wholesale electricity and natural gas. The energy delivery segment derives its revenue principally from the sale and delivery of regulated retail electricity and natural gas, while the transmission segment obtains most of its revenue from the sale of electric transmission capacity. The marketing and sales segment receives its revenue principally from nonregulated retail sales of natural gas and electricity. Common operating costs, interest income, interest expense and income tax expense are allocated to each segment based on MidAmerican Energy allocators most related to the nature of the cost.

The energy delivery and transmission segments and substantially all of the generation segment are regulated as to rates, and other factors, related to services to external customers. Regulated electric retail revenues are billed to external customers by the energy delivery segment based on bundled tariffs that do not segregate components for the other segments. For internal segment reporting purposes, MidAmerican Energy has developed transfer prices to transfer the appropriate portion of those revenues to the other segments. The transfer prices are based on cost of service or tariffed rates, except for the generation segment which receives the residual.

MidAmerican Energy’s external revenues by product are displayed on the Consolidated Statements of Operations.

The following tables provide MidAmerican Energy’s operating revenues, income before income taxes and total assets on a reportable operating segment basis (in thousands):

	Three Months						Six Months
	Ended June 30,						Ended June 30,

		2004			2003			2004			2003

Segment Profit Information
Operating revenues:
External revenues -
Generation	$	143,367		$	108,172		$	322,238		$	265,708
Energy delivery		371,268			375,008			945,695			944,735
Transmission		7,070			5,856			13,698			12,104
Marketing & sales		52,266			46,847			132,272			128,532

Total		573,971			535,883			1,413,903			1,351,079


Intersegment revenues -
Generation		156,908			148,689			300,115			279,044
Energy delivery		(171,679	)		(163,929	)		(329,657	)		(308,771	)
Transmission		14,771			14,486			29,542			28,973
Marketing & sales		-			754			-			754

Total		-			-			-			-

Consolidated	$	573,971		$	535,883		$	1,413,903		$	1,351,079


Income before income taxes:
Generation	$	18,705		$	34,129		$	44,260		$	62,960
Energy delivery		14,420			12,967			71,602			73,547
Transmission		13,032			10,605			25,934			23,047
Marketing & sales		1,114			594			3,324			1,691

Total		47,271			58,295			145,120			161,245
Preferred dividends		312			327			621			764

Consolidated	$	47,583		$	58,622		$	145,741		$	162,009

	As of

		June 30,			December 31,
		2004			2003

Segment Asset Information
Total assets:
Generation	$	1,869,488		$	1,639,541
Energy delivery		2,458,228			2,535,061
Transmission		258,250			242,435
Marketing & sales		39,312			56,743

Total		4,625,278			4,473,780
Reclassifications and intersegment eliminations (a)		(69,346	)		(69,346	)

Consolidated	$	4,555,932		$	4,404,434

(a)	Reclassifications and intersegment eliminations relate principally to the reclassification of income tax balances in accordance with generally accepted accounting principles and the elimination of intersegment accounts receivables and payables.

7. Total Comprehensive Income

MidAmerican Energy’s total comprehensive income for the three months ended June 30, 2004 and 2003, was $28.3 million and $32.1 million, respectively. MidAmerican Energy’s total comprehensive income for the six months ended June 30, 2004 and 2003 was $92.4 million and $90.4 million, respectively. The differences from Earnings on Common Stock for the periods presented are due to the effective portion of net gains and losses on MidAmerican Energy’s derivative instruments classified as cash flow hedges. Accumulated other comprehensive income, net, was $- and $0.4 million as of June 30, 2004, and December 31, 2003, respectively.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Managers and Member

MidAmerican Funding, LLC

Des Moines, Iowa

We have reviewed the accompanying consolidated balance sheet of MidAmerican Funding, LLC and subsidiaries (the “Company”) as of June 30, 2004, and the related consolidated statements of operations for the three-month and six-month periods ended June 30, 2004 and 2003, and of cash flows for the six-month periods ended June 30, 2004 and 2003. These interim financial statements are the responsibility of the Company’s management.

We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet and statement of capitalization (not presented herein) of MidAmerican Funding, LLC and subsidiaries as of December 31, 2003, and the related consolidated statements of operations, comprehensive income, retained earnings, and cash flows for the year then ended (not presented herein); and in our report dated February 9, 2004 (March 1, 2004 as to Notes (1)(b), (1)(c), (1)(j) and (12)), 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, 2003 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Des Moines, Iowa

July 28, 2004

MIDAMERICAN FUNDING, LLC

CONSOLIDATED BALANCE SHEETS

(In thousands)

	As of

	June 30,			December 31,
	2004			2003

	(Unaudited)
ASSETS
Utility Plant, Net
Electric	$	5,097,185		$	5,030,960
Gas		933,586			922,099

		6,030,771			5,953,059
Accumulated depreciation and amortization		(2,897,149	)		(2,810,336	)

		3,133,622			3,142,723
Construction work in progress		396,946			217,537

		3,530,568			3,360,260

Current Assets
Cash and cash equivalents		5,948			4,558
Receivables, net		273,896			305,198
Inventories		55,501			85,465
Other		32,524			43,572

		367,869			438,793


Investments and Nonregulated Property, Net		360,543			350,746
Goodwill		1,269,734			1,274,454
Regulatory Assets		281,699			261,696
Other Assets		68,807			51,665


Total Assets	$	5,879,220		$	5,737,614


CAPITALIZATION AND LIABILITIES
Capitalization
Member’s equity	$	1,939,315		$	1,863,769
MidAmerican Energy preferred security		30,329			31,759
Long-term debt, excluding current portion		1,682,183			1,772,496

		3,651,827			3,668,024

Current Liabilities
Notes payable		9,000			48,000
Note payable to affiliate		21,000			10,450
Current portion of long-term debt		90,759			56,151
Accounts payable		169,082			200,549
Taxes accrued		66,901			79,304
Interest accrued		25,451			26,017
Other		100,377			68,044

		482,570			488,515

Other Liabilities
Deferred income taxes		514,774			453,320
Investment tax credits		50,324			52,510
Asset retirement obligations		276,790			269,124
Regulatory liabilities		621,276			574,490
Other		281,659			231,631

		1,744,823			1,581,075


Total Capitalization and Liabilities	$	5,879,220		$	5,737,614

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

MIDAMERICAN FUNDING, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

	Three Months						Six Months
	Ended June 30,						Ended June 30,

	2004			2003			2004			2003

					(Unaudited)
Operating Revenues
Regulated electric	$	344,375		$	329,287		$	707,559		$	644,229
Regulated gas		173,669			155,075			567,240			568,854
Nonregulated		57,477			52,078			141,668			139,273

		575,521			536,440			1,416,467			1,352,356


Operating Expenses
Regulated:
Cost of fuel, energy and capacity		99,061			82,454			213,674			170,872
Cost of gas sold		133,442			111,747			444,217			441,274
Other operating expenses		93,609			89,221			180,622			171,869
Maintenance		49,083			37,447			82,016			65,729
Depreciation and amortization		67,539			77,797			150,067			146,282
Property and other taxes		19,665			19,373			41,327			39,930

		462,399			418,039			1,111,923			1,035,956

Nonregulated:
Cost of sales		48,092			43,390			123,165			120,896
Other		5,608			5,407			10,892			10,157

		53,700			48,797			134,057			131,053

Total operating expenses		516,099			466,836			1,245,980			1,167,009


Operating Income		59,422			69,604			170,487			185,347


Non-Operating Income
Interest and dividend income		655			1,223			1,284			2,465
Marketable securities gains and (losses), net		174			107			480			201
Other income		5,851			6,652			12,538			11,809
Other expense		(1,409	)		(657	)		(2,274	)		(3,208	)

		5,271			7,325			12,028			11,267

Fixed Charges
Interest on long-term debt		28,827			29,793			58,130			60,133
Other interest expense		1,568			994			2,856			2,038
Preferred dividends of subsidiaries		312			327			621			764
Allowance for borrowed funds		(1,877	)		(1,092	)		(3,199	)		(2,683	)

		28,830			30,022			58,408			60,252


Income Before Income Taxes		35,863			46,907			124,107			136,362
Income Taxes		14,109			20,614			47,996			59,716


Net Income	$	21,754		$	26,293		$	76,111		$	76,646

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

MIDAMERICAN FUNDING, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Six Months
	Ended June 30,

	2004			2003

		(Unaudited)
Net Cash Flows From Operating Activities
Net income	$	76,111		$	76,646
Adjustments to reconcile net income to net cash provided:
Depreciation and amortization		150,792			146,950
Deferred income taxes and investment tax credit, net		51,690			2,335
Amortization of other assets and liabilities		2,658			12,816
Loss from impairment of assets and investments		-			2,069
Impact of changes in working capital:
Marketable securities, trading		-			4,719
Receivables, net		45,762			61,583
Inventories		29,964			39,442
Accounts payable		(53,574	)		(99,713	)
Taxes accrued		(12,403	)		8,472
Other current assets and liabilities		15,346			9,494
Other		6,812			(1,278	)

Net cash provided by operating activities		313,158			263,535


Net Cash Flows From Investing Activities
Utility construction expenditures		(277,127	)		(151,637	)
Non-cash and accrued utility construction expenditures		51,402			(4,290	)
Quad Cities Station decommissioning trust fund		(4,150	)		(4,150	)
Note receivable from affiliate		-			10,000
Other investing activities, net		2,679			8,432

Net cash used in investing activities		(227,196	)		(141,645	)


Net Cash Flows From Financing Activities
Common dividends paid		-			(86,250	)
Issuance of long-term debt, net of issuance cost		-			272,572
Retirement of long-term debt, including reacquisition cost		(55,892	)		(187,901	)
Reacquisition of preferred securities		(1,430	)		-
Note payable to affiliate		10,550			-
Collateral received		1,200			-
Net decrease in notes payable		(39,000	)		(55,000	)

Net cash used in financing activities		(84,572	)		(56,579	)


Net Increase in Cash and Cash Equivalents		1,390			65,311
Cash and Cash Equivalents at Beginning of Period		4,558			28,915

Cash and Cash Equivalents at End of Period	$	5,948		$	94,226


Supplemental Disclosure:
Interest paid, net of amounts capitalized	$	55,671		$	55,733

Income taxes paid	$	5,271		$	50,950

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

MIDAMERICAN FUNDING, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. General

The consolidated financial statements included herein have been prepared by MidAmerican Funding, LLC (“MidAmerican Funding”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of MidAmerican Funding, all adjustments, consisting of normal recurring adjustments, have been made to present fairly the financial position, the results of operations and the changes in cash flows for the periods presented. Prior year amounts have been reclassified to a basis consistent with the current year presentation. All significant intercompany transactions have been eliminated. Although MidAmerican Funding believes tha t the disclosures are adequate to make the information presented not misleading, it is suggested that these financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in MidAmerican Funding’s latest Annual Report on Form 10-K.

MidAmerican Funding is an Iowa limited liability company with MidAmerican Energy Holdings Company as its sole member. 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, MidAmerican Funding and MidAmerican Energy Holdings Company are exempt public utility holding companies headquartered in Des Moines, Iowa. MHC’s principal subsidiary is MidAmerican Energy Company, a public utility with electric and natural gas operations. Other direct, wholly owned subsidiaries of MHC include InterCoast Capital Company, Midwest Capital Group, Inc., MidAmerican Services Company and MEC Construction Services Co.

2. New Accounting Pronouncements

Refer to Note 2 of MidAmerican Energy’s Notes to Consolidated Financial Statements for information regarding MidAmerican Funding’s new accounting pronouncements

3. Commitments and Contingencies

Refer to Note 3 of MidAmerican Energy’s Notes to Consolidated Financial Statements for information regarding MidAmerican Funding’s commitments and contingencies.

4. Rate Matters

Refer to Note 4 of MidAmerican Energy’s Notes to Consolidated Financial Statements for information regarding MidAmerican Funding’s rate matters.

5. Retirement Plans

Refer to Note 5 of MidAmerican Energy’s Notes to Consolidated Financial Statements for information regarding MidAmerican Funding's retirement plans.

6. Segment Information

MidAmerican Funding has identified four reportable operating segments based principally on management structure. The generation segment derives most of its revenue from the sale of regulated and nonregulated wholesale electricity and natural gas. The energy delivery segment derives its revenue principally from the sale and delivery of regulated retail electricity and natural gas, while the transmission segment obtains most of its revenue from the sale of electric transmission capacity. The marketing and sales segment receives its revenue principally from nonregulated retail sales of natural gas and electricity. Common operating costs, interest income, interest expense and income tax expense are allocated to each segment based on MidAmerican Energy allocators most related to the nature of the cost.

MidAmerican Funding’s external revenues by product are displayed on the Consolidated Statements of Operations.

The following tables provide MidAmerican Funding’s operating revenues, income before income taxes and total assets on a reportable operating segment basis (in thousands):

	Three Months						Six Months
	Ended June 30,						Ended June 30,

		2004			2003			2004			2003

Segment Profit Information
Operating revenues:
External revenues -
Generation	$	143,367		$	108,172		$	322,238		$	265,708
Energy delivery		371,268			375,008			945,695			944,735
Transmission		7,070			5,856			13,698			12,104
Marketing & sales		52,266			46,847			132,272			128,532
Other		1,550			557			2,564			1,277

Total		575,521			536,440			1,416,467			1,352,356


Intersegment revenues -
Generation		156,908			148,689			300,115			279,044
Energy delivery		(171,679	)		(163,929	)		(329,657	)		(308,771	)
Transmission		14,771			14,486			29,542			28,973
Marketing & sales		-			754			-			754

Total		-			-			-			-

Consolidated	$	575,521		$	536,440		$	1,416,467		$	1,352,356


Income before income taxes:
Generation	$	18,705		$	34,129		$	44,260		$	62,960
Energy delivery		14,420			12,967			71,602			73,547
Transmission		13,032			10,605			25,934			23,047
Marketing & sales		1,114			594			3,324			1,691
Other		(11,408	)		(11,388	)		(21,013	)		(24,883	)

Total	$	35,863		$	46,907		$	124,107		$	136,362

	As of

	June 30,			December 31,
	2004			2003

Segment Asset Information
Total assets (a):
Generation	$	2,793,546		$	2,567,022
Energy delivery		2,720,148			2,797,967
Transmission		342,006			326,502
Marketing & sales		39,312			56,743
Other		213,864			200,863

Total		6,108,876			5,949,097
Reclassifications and intersegment eliminations (b)		(229,656	)		(211,483	)

Consolidated	$	5,879,220		$	5,737,614

(a)	Total assets by operating segment reflect the assignment of goodwill to applicable reporting units in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.”

(b)	Reclassifications and intersegment eliminations relate principally to the reclassification of income tax balances in accordance with generally accepted accounting principles and the elimination of intersegment accounts receivables and payables.

7. Total Comprehensive Income

MidAmerican Funding’s total comprehensive income for the three months ended June 30, 2004 and 2003, was $21.6 million and $25.7 million, respectively. MidAmerican Funding’s total comprehensive income for the six months ended June 30, 2004 and 2003, was $75.5 million and $76.0 million, respectively. The differences from Net Income for the periods presented are due to the effective portion of net gains and losses on MidAmerican Energy’s derivative instruments classified as cash flow hedges and unrealized holding gains and losses on marketable securities. Accumulated other comprehensive income, net, was $0.1 million and $0.7 million as of June 30, 2004, and December 31, 2003, respectively.

8. Goodwill

For the six months ended June 30, 2004, MidAmerican Funding adjusted goodwill for a change in deferred income taxes due to resolution of a tax issue existing at the time of its purchase of MHC. The following table shows the change in the carrying amount of goodwill by reportable operating segment for the six months ended June 30, 2004 (in thousands):

				Energy
	Generation			Delivery			Transmission			Total


Balance at January 1, 2004	$	927,481		$	262,906		$	84,067		$	1,274,454
Income tax adjustment		(3,423	)		(986	)		(311	)		(4,720	)

Balance at June 30, 2004	$	924,058		$	261,920		$	83,756		$	1,269,734

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

MidAmerican Energy Company (“MidAmerican Energy”) is a public utility with electric and natural gas operations and is the principal subsidiary within MidAmerican Funding, LLC (“MidAmerican Funding”).

Management’s Discussion and Analysis (“MD&A”) addresses the financial statements of MidAmerican Funding and MidAmerican Energy as presented in this joint filing. Information in MD&A 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 and labeled to allow the reader to identify information applicable only to MidAmerican Funding.

MD&A should be read in conjunction with the financial statements included in this Form 10-Q and the notes to those statements, together with MD&A in MidAmerican Energy’s and MidAmerican Funding’s most recently filed Annual Report on Form 10-K.

Forward-Looking Statements

From time to time, MidAmerican Funding, or one of its subsidiaries individually, including MidAmerican Energy, may make forward-looking statements within the meaning of the federal securities laws that involve judgments, assumptions and other uncertainties beyond the control of MidAmerican Funding or any of its subsidiaries individually. These forward-looking statements may include, among others, statements concerning revenue and cost trends, cost recovery, cost reduction strategies and anticipated outcomes, pricing strategies, changes in the utility industry, planned capital expenditures, financing needs and availability, statements of MidAmerican Funding’s expectations, beliefs, future plans and strategies, anticipated events or trends and similar comments concerning matters that are not historical facts. These type of forward-looking statements are based on current expectati ons and involve a number of known and unknown risks and uncertainties that could cause the actual results and performance of MidAmerican Funding to differ materially from any expected future results or performance, expressed or implied, by the forward-looking statements. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, MidAmerican Funding has identified important factors that could cause actual results to differ materially from those expectations, including weather effects on sales volumes and revenues, fuel prices, fuel transportation and other operating uncertainties, acquisition uncertainty, uncertainties relating to economic and political conditions and uncertainties regarding the impact of regulations, changes in government policy, utility industry deregulation and competition. Neither MidAmerican Funding, nor any one of its subsidiaries individually, assumes any responsibility to update forward-looking information contained herein.

Results of Operations for the Quarter Ended June 30, 2004 and 2003

Earnings Overview

MidAmerican Energy’s earnings on common stock decreased $4.5 million to $28.3 million for the second quarter of 2004 compared to $32.8 million for the second quarter of 2003. MidAmerican Funding’s net income decreased $4.5 million to $21.8 million for the second quarter of 2004 compared to $26.3 million for the second quarter of 2003. The reduction in earnings was due primarily to a decrease in earnings from regulated electric operations due in part to an increase in maintenance expenses for fossil-fueled generating stations.

Following is a discussion of various factors that affected earnings. Explanations include management's best estimate of the impact of weather, customer growth and other factors.

Regulated Electric Gross Margin

	Quarter
	Ended June 30,

	2004		2003

		(In millions)
Operating revenues	$	344.4	$	329.3
Less cost of fuel, energy and capacity		99.1		82.5

Electric gross margin	$	245.3	$	246.8

Electric gross margin for the second quarter of 2004 decreased $1.5 million compared to the second quarter of 2003. The reduction in electric gross margin was attributable to decreases of $3.4 million and $1.8 million, respectively, in retail and wholesale margins, which were largely offset by a $3.2 million increase in the net margin on MidAmerican Energy’s sales and purchases of electric capacity.

Gross margin on electric retail sales decreased $3.4 million for the second quarter of 2004 compared to the second quarter of 2003 due principally to higher fuel costs, partially offset by an increase in retail sales volumes.

Higher fuel costs related to Iowa retail electric sales decreased electric margin by $10.1 million compared to the second quarter of 2003. A majority of the increase in fuel costs pertains to the Iowa portion of two events in 2003. First, $10.9 million of cost recovery was recognized in the second quarter of 2003 for MidAmerican Energy’s coal purchase contract with Enron Corp. (“Enron”) following resolution of related Enron bankruptcy proceedings. Second, $5.1 million of expense was recognized in the second quarter of 2003 related to the write-off of the remaining value of failed nuclear fuel at Quad Cities Station. Additionally, higher priced power purchases in 2004 to replace energy from MidAmerican Energy generating plants taken out of service for preventive maintenance also contributed to the increase in 2004 fuel costs compared to the second quarter of 2003.

Retail electric sales volumes increased 4.0% for the second quarter of 2004 compared to the second quarter of 2003 due to an increase in customers and the effect of temperature conditions. A 1.1% increase in the average number of retail customers improved electric retail gross margin by $5.0 million. The effect of temperature conditions during the second quarter of 2004 compared to the second quarter of 2003 resulted in approximately a $1.4 million increase in electric retail gross margin.

Wholesale sales are the sales of energy to other utilities, municipalities and marketers inside and outside of MidAmerican Energy's delivery system. Gross margin on electric wholesale energy sales decreased $1.8 million for the second quarter of 2004 compared to the second quarter of 2003. This decrease is comprised of reduced margins per unit sold, which reduced electric wholesale gross margin by $2.9 million, partially offset by a 4.2% increase in wholesale sales volumes, which increased wholesale gross margin by $1.1 million.

Regulated Gas Gross Margin

	Quarter
	Ended June 30,

	2004		2003

		(In millions)
Operating revenues	$	173.7	$	155.1
Less cost of gas sold		133.4		111.7

Gas gross margin	$	40.3	$	43.4

Regulated gas revenues include 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 affect gross margin or net income because revenues reflect comparable fluctuations through the purchased gas adjustment clauses. Compared to the second quarter of 2003, the average per-unit cost of gas was relatively unchanged. The primary cause of the increase in revenues and cost of gas sold for the quarter was an increase in wholesale sales volumes.

Although wholesale sales can substantially affect revenues and cost of gas sold, they do not affect gas gross margin because most of the margin on such sales is passed on to retail customers through the purchased gas adjustment clauses. The portion of such margins retained by MidAmerican Energy through sharing arrangements under applicable state regulations and tariffs is reflected as nonregulated revenues.

The following table summarizes the variance in gas operating revenues, including the impact of the fluctuation in the cost of gas sold. The variances in gas operating revenues other than the fluctuation in cost of gas have the same impact on gross margin.

		Quarter Ended
		June 30,
Increase (Decrease) in Gas Operating Revenues		2004 vs. 2003
		(In millions)
Change in cost of gas sold:
Price	$	1.7
Sales volumes		20.0

Total		21.7
Weather		(1.3	)
Customer growth		0.8
Other usage factors		(1.9	)
Other		(0.7	)

Total revenue variance	$	18.6

The decrease in gas gross margin due to weather was the result of mild temperature conditions in the second quarter of 2004 compared to the same quarter in 2003. Other gas usage factors, such as changes in individual customer usage patterns and reaction to prices, also decreased gas margin. MidAmerican Energy's average number of gas retail customers increased 1.2% compared to the second quarter of 2003.

Regulated Operating Expenses

Regulated other operating expenses for the second quarter of 2004 increased $4.4 million compared to the second quarter of 2003. Electric distribution and transmission operating expenses increased $4.1 million due in part to higher storm damage repair costs and payments to other utilities for the transmission of energy.

Maintenance expenses increased $11.6 million compared to the second quarter of 2003 due principally to a $9.7 million increase in fossil fuel generation preventive maintenance.

Depreciation and amortization expense for the second quarter of 2004 decreased $10.3 million compared to the second quarter of 2003 due principally to a $7.0 million decrease in regulatory expense related to revenue sharing arrangements in Iowa and Illinois. Refer to the "Legislative and Utility Regulatory Matters" section for an explanation of the revenue sharing arrangements.

Nonregulated Gross Margin

	Quarter Ended June 30,

	2004		2003

MidAmerican Energy -		(In millions)
Nonregulated operating revenues	$	55.9	$	51.5
Less nonregulated cost of sales		47.6		43.4

Nonregulated gross margin	$	8.3	$	8.1


MidAmerican Funding Consolidated -
Nonregulated operating revenues	$	57.5	$	52.1
Less nonregulated cost of sales		48.1		43.4

Nonregulated gross margin	$	9.4	$	8.7

Nonregulated gross margin increased due to an increase in gross margin for nonregulated electric retail operations.

Electric retail customers in Illinois, except for those served by electric cooperatives and municipalities, are allowed to select their electric power supplier. MidAmerican Energy's nonregulated electric retail revenues include revenues related to these supply services provided to customers outside of MidAmerican Energy's delivery system who choose their energy supplier. Nonregulated electric retail revenues increased $7.1 million to $22.7 million for the second quarter of 2004, while the related cost of sales increased $6.1 million to $19.2 million. The improvement in the related gross margin was due primarily to an increase in sales volumes. The increase from sales volumes was partially offset by a reduction in the margin per unit sold in the second quarter of 2004 compared to the second quarter of 2003.

Results of Operations for the Six Months Ended June 30, 2004 and 2003

Earnings Overview

MidAmerican Energy’s earnings on common stock improved $1.7 million to $92.8 million for the first six months of 2004 compared to $91.1 million for the first six months of 2003. MidAmerican Funding’s net income decreased $0.5 million to $76.1 million for the first six months of 2004 compared to $76.6 million for the first six months of 2003.

Regulated Electric Gross Margin

	Six Months
	Ended June 30,

	2004		2003

		(In millions)
Operating revenues	$	707.6	$	644.2
Less cost of fuel, energy and capacity		213.7		170.9

Electric gross margin	$	493.9	$	473.3

Electric gross margin for the first six months of 2004 increased $20.6 million compared to the first six months of 2003.

Wholesale sales are the sales of energy to other utilities, municipalities and marketers inside and outside of MidAmerican Energy's delivery system. Gross margin on electric wholesale energy sales increased $13.3 million for the first six months of 2004 compared to the first six months of 2003. This increase is comprised of improved margins per unit sold, which increased electric wholesale gross margin by $7.9 million, and a 14.3% increase in wholesale sales volumes, which increased wholesale gross margin by $5.4 million.

Gross margin on electric retail sales increased $2.7 million for the first six months of 2004 compared to the first six months of 2003. Retail electric sales volumes increased 4.9% during the first six months of 2004 compared to the first six months of 2003. Electricity usage factors not dependent on weather, such as changes in individual customer usage patterns, increased electric margin by $8.9 million compared to the first six months of 2003. A 1.1% increase in the average number of retail customers improved electric gross margin by $9.1 million. These increases in retail gross margin were partially offset by higher fuel costs related to Iowa retail electric sales. Higher fuel costs related to Iowa retail electric sales decreased electric margin by $14.3 million compared to the first six months of 2003. A majority of the increase in fuel costs pertains to the Iowa portion of two events in 2003. First, $10.9 million of cost recovery was recognized in the second quarter of 2003 for MidAmerican Energy’s coal purchase contract with Enron following resolution of related Enron bankruptcy proceedings. Second, $5.1 million of expense was recognized in the second quarter of 2003 related to the write-off of the remaining value of failed nuclear fuel at Quad Cities Station. Also contributing to the increase in fuel costs were purchases of higher priced power to replace energy from plants taken out of service in 2004 for preventive maintenance.

MidAmerican Energy also sells and purchases electric capacity. The net margin on those sales and purchases increased $3.5 million compared to the first six months of 2003. Revenues from transmission services increased $1.6 million compared to the first six months of 2003.

Regulated Gas Gross Margin

	Six Months
	Ended June 30,

	2004		2003

		(In millions)
Operating revenues	$	567.2	$	568.9
Less cost of gas sold		444.2		441.3

Gas gross margin	$	123.0	$	127.6

Regulated gas revenues include 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 affect gross margin or net income because revenues reflect comparable fluctuations through the purchased gas adjustment clauses. The average per-unit cost of gas was relatively unchanged compared to the first six months of 2003. Cost of gas sold increased due to higher wholesale sales volumes partially offset by a decrease in retail sales volumes.

		Six Months
		Ended June 30,
Increase (Decrease) in Gas Operating Revenues		2004 vs. 2003
		(In millions)
Change in cost of gas sold:
Price	$	(1.7	)
Sales volumes		4.6

Total		2.9
Weather		(3.9	)
Weather derivative		2.1
Customer growth		2.6
Other usage factors		(3.2	)
Energy efficiency cost recoveries		(1.5	)
Other		(0.7	)

Total revenue variance	$	(1.7	)

The decrease in gas gross margin due to weather was the result of milder temperature conditions in the first six months of 2004 compared to the same period in 2003. MidAmerican Energy may enter into degree day swaps to offset a portion of the financial impact of variations in weather conditions on its delivery margins for the winter heating season. The net gain on such weather derivative financial instruments partially offset the decreased delivery margins. MidAmerican Energy's average number of gas retail customers increased 1.2% compared to the first six months of 2003. Other gas usage factors, such as changes in individual customer usage patterns and reaction to prices, also decreased gas margin. Total natural gas retail sales volumes decreased 6.7%.

Regulated Operating Expenses

Regulated other operating expenses for the first six months of 2004 increased $8.8 million compared to the first six months of 2003. Electric distribution and transmission operating expenses increased $6.5 million due in part to higher storm damage repair costs and payments to other utilities for the transmission of energy.

Maintenance expenses increased $16.3 million compared to the first six months of 2003 due principally to an $11.9 million increase in fossil fuel generation preventive maintenance. Additionally, distribution maintenance costs increased $1.8 million and general utililty plant maintenance costs increased $1.3 million.

Depreciation and amortization expense for the first six months of 2004 increased $3.8 million compared to the first six months of 2003 due to an increase in regulatory expense related to a revenue sharing arrangement in Iowa offset partially by a decrease in regulatory expense for a revenue sharing arrangement in Illinois. Refer to the "Legislative and Utility Regulatory Matters" section for an explanation of the revenue sharing arrangements.

Nonregulated Gross Margin

	Six Months
	Ended June 30,

	2004		2003

MidAmerican Energy -		(In millions)
Nonregulated operating revenues	$	139.1	$	138.0
Less nonregulated cost of sales		122.4		120.7

Nonregulated gross margin	$	16.7	$	17.3


MidAmerican Funding Consolidated -
Nonregulated operating revenues	$	141.7	$	139.3
Less nonregulated cost of sales		123.2		120.9

Nonregulated gross margin	$	18.5	$	18.4

Nonregulated operations include earnings from sharing arrangements under applicable state regulations and tariffs filed with the Iowa Utilities Board (“IUB”) and the South Dakota Public Utilities Commission for MidAmerican Energy's regulated natural gas operations. Under these arrangements, MidAmerican Energy is allowed to keep a portion of the benefits of gas wholesale sales and capacity release transactions. Earnings from these arrangements decreased $2.9 million for the first six months of 2004 compared to the first six months of 2003.

Electric retail customers in Illinois, except for those served by electric cooperatives and municipalities, are allowed to select their electric power supplier. MidAmerican Energy's nonregulated electric retail revenues include revenues related to these supply services provided to customers outside of MidAmerican Energy's delivery system who choose their energy supplier. The improvement in the related gross margin was due primarily to an 83.2% increase in sales volumes. The increase from sales volumes was partially offset by a reduction in the margin per unit sold in the first six months of 2004 compared to the first six months of 2003. Nonregulated electric retail revenues increased $10.9 million to $41.9 million for the first six months of 2004, while the related cost of sales increased $8.8 million to $35.0 million.

Interest and Dividend Income

Interest income decreased compared to the first six months of 2003 due to a reduction in MidAmerican Energy's short-term investments.

Other Income

MidAmerican Energy -

As a regulated public utility, MidAmerican Energy is allowed to capitalize, and record as income, a cost of construction for equity funds used, based on guidelines set forth by the FERC. Other income for the capitalized allowance on equity funds used during construction totaled $7.7 million and $6.6 million in the first six months of 2004 and 2003, respectively. MidAmerican Energy anticipates recording income for the allowance on equity funds used during construction over the next several years while the announced generating plants are constructed.

Other income also includes net earnings related to the cash surrender value of corporate-owned life insurance policies. Related net earnings decreased $1.2 million to $1.8 million for the first six months of 2004 compared to the first six months of 2003.

MidAmerican Funding –

Other income for the first six months of 2004 includes $1.3 million of income from the receipt of cash and common stock distributed by several of MidAmerican Funding's venture capital fund investments. Other expense for the first six months of 2003 reflects a $2.1 million impairment of a separate venture capital investment.

Fixed Charges

The decrease in interest on long-term debt was due to maturities of higher rate debt in 2003 offset partially by interest on $275 million of MidAmerican Energy 5.125% notes issued in January 2003.

Income Taxes

During the first quarter of 2004, MidAmerican Energy settled an income tax audit with the Internal Revenue Service. Accordingly, MidAmerican Energy recorded as income a tax reserve previously established for the settled issue. As a result, income tax expense for the first six months of 2004 was reduced by $8.5 million at MidAmerican Energy.

A significant portion of the tax reserve was originally established in 1999 when MidAmerican Energy's parent company, MHC Inc., was acquired by MidAmerican Funding. This change in estimate of an income tax uncertainty that resulted from a purchase business combination was accounted for as an adjustment to the remaining balance of goodwill attributable to the acquisition. Accordingly, in the first quarter of 2004, MidAmerican Funding decreased goodwill and increased income tax expense by $4.7 million to reflect the settlement of that portion of the income tax liability recognized at the time of the acquisition of MHC.

Liquidity and Capital Resources

MidAmerican Energy and MidAmerican Funding have available a variety of sources of liquidity and capital resources, both internal and external. These resources provide funds required for current operations, construction expenditures, dividends, debt retirement and other capital requirements.

As reflected on the Consolidated Statements of Cash Flows, MidAmerican Energy’s net cash provided by operating activities was $328.0 million and $276.1 million for the first six months of 2004 and 2003, respectively. MidAmerican Funding’s net cash provided by operating activities was $313.2 million and $263.5 million for the first six months of 2004 and 2003, respectively.

Utility Construction Expenditures

MidAmerican Energy’s primary need for capital is utility construction expenditures. For the first six months of 2004, utility construction expenditures totaled $277.1 million, including allowance for funds used during construction and Quad Cities Station nuclear fuel purchases. Utility construction expenditures include non-cash and accrued amounts, the most significant of which for the first six months of 2004 is $36.0 million for MidAmerican Energy’s share of deferred payments related to the second generation project discussed below. Under a contract with the general contractor on that project, MidAmerican Energy is allowed to defer payments for up to $200 million, including the other owners’ shares, of billed construction costs through the end of the project. Additionally, a portion of the allowance for funds used during construction included in utility construction expenditures relates to a computed cost of equity funds. As a regulated public utility, MidAmerican Energy is allowed to capitalize, and record as income, a cost of construction for equity funds used, based on guidelines set forth by the FERC. The cost of equity funds capitalized is a non-cash expenditure.

Forecasted utility construction expenditures, including allowance for funds used during construction and completion of the wind power project discussed below, are $842 million for 2004. Capital expenditure needs are reviewed regularly by management and may change significantly as a result of such reviews. MidAmerican Energy expects to meet these capital expenditures with cash flows from operations and the issuance of long-term debt.

MidAmerican Energy anticipates a continuing increase in demand for electricity from its regulated customers. To meet anticipated demand and ensure adequate electric generation in its service territory, MidAmerican Energy is currently constructing two electric generating projects in Iowa and is developing a third. Upon completion, the projects will provide service to regulated retail electricity customers. MidAmerican Energy has obtained regulatory approval to include the actual costs of the generation projects in its Iowa rate base as long as actual costs do not exceed the agreed caps that MidAmerican Energy has deemed to be reasonable. If the caps are exceeded, MidAmerican Energy has the right to demonstrate the prudence of the expenditures above the caps, subject to regulatory review. Wholesale sales may also be made from the projects to the extent the power is not needed for regu lated retail service. MidAmerican Energy expects to invest approximately $1.4 billion in the three projects, of which approximately $461 million has been invested through June 30, 2004.

The first project is a natural gas-fired combined cycle unit with an estimated cost of $357 million, excluding allowance for funds used during construction. MidAmerican Energy will own and operate the plant. Commercial operation of the simple cycle mode began on May 5, 2003. The plant, which will continue to be operated in simple cycle mode during most of 2004, resulted in 327 megawatts (“MW”) of accredited capacity in the summer of 2003. The combined cycle operation is expected to commence by December 2004 and achieve an expected additional accredited capacity of 190 MW.

The second project is currently under construction and will be a 790-MW (based on expected accreditation) super-critical-temperature, low-sulfur coal-fired plant. MidAmerican Energy will operate the plant and hold an undivided ownership interest as a tenant in common with the other owners of the plant. MidAmerican Energy's ownership interest is 60.67%, equating to 479 MW of output. MidAmerican Energy expects its share of the estimated cost of the project to be approximately $713 million, excluding allowance for funds used during construction. Municipal, cooperative and public power utilities will own the remainder, which is a typical ownership arrangement for large base-load plants in Iowa. On May 29, 2003, the IUB issued an order that approves the ratemaking principles for the plant, and on June 27, 2003, MidAmerican Energy received a certificate from the IUB allowing MidAmerican E nergy to construct the plant. On September 9, 2003, MidAmerican Energy began construction of the plant, which it expects to be completed in the summer of 2007. MidAmerican Energy is also seeking an order from the IUB approving construction of the associated transmission facilities.

The third project is currently under development and is comprised of wind power facilities totaling 310 MW based on the nameplate rating. Generally speaking, accredited capacity ratings for wind power facilities are considerably less than the nameplate ratings due to the varying nature of wind. The current projected accredited capacity for these wind power facilities is approximately 53 MW. If constructed, MidAmerican Energy will own and operate these facilities, which are expected to cost approximately $323 million. MidAmerican Energy’s plan to construct the wind project is in conjunction with a settlement agreement that extends through December 31, 2010, an Iowa retail electric rate freeze that was previously scheduled to expire at the end of 2005. The settlement agreement, which was filed with the IUB as part of MidAmerican Energy’s application for ratemaking principles for the wind project, was approved by the IUB on October 17, 2003. MidAmerican Energy has also received authorization from the IUB to construct the wind power project. The obligation of MidAmerican Energy to construct the wind project may be terminated by MidAmerican Energy if the Federal production tax credit applicable to the wind energy facilities is not available at a rate of 1.8 cents per kWh for a period of at least ten years after the facilities begin generating electricity. Congress is currently considering legislation that would allow a 1.8 cents per kWh tax credit for a period of ten years. If MidAmerican Energy does not construct the wind power facilities by December 31, 2006, the rate extension from January 1, 2006, through December 31, 2010, may terminate. Refer to the “Rate Matters” discussion below for more information regarding the rate aspects of the settlement.

Nuclear Decommissioning

Each licensee of a nuclear facility is required to provide financial assurance for the cost of decommissioning its licensed nuclear facility. In general, decommissioning of a nuclear facility means to safely remove the facility from service and restore the property to a condition allowing unrestricted use by the operator.

MidAmerican Energy currently contributes $8.3 million annually to external trusts established for the investment of funds for decommissioning Quad Cities Station. Approximately 70% of the fair value of the trusts’ funds is now invested in domestic corporate debt and common equity securities. The remainder is invested in investment grade municipal and U.S. Treasury bonds. Funding for Quad Cities Station nuclear decommissioning is reflected as depreciation expense in the Consolidated Statements of Operations. Quad Cities Station decommissioning costs charged to Iowa customers are included in base rates, and recovery of increases in those amounts must be sought through the normal ratemaking process.

Contractual Obligations and Commercial Commitments

MidAmerican Energy and MidAmerican Funding have various contractual obligations and commercial commitments. There have been no material changes in the amount of such obligations and commitments from what was disclosed in the “Liquidity and Capital Resources” section of MD&A in MidAmerican Energy’s and MidAmerican Funding’s most recently filed Form 10-K other than electric capacity commitments as disclosed in Note 3(d) of Notes to Consolidated Financial Statements in this Form 10-Q.

Debt Authorizations and Credit Facilities

MidAmerican Energy has authority from the FERC to issue through April 14, 2005, short-term debt in the form of commercial paper and bank notes aggregating $500 million. MidAmerican Energy currently has in place a $370.4 million revolving credit facility that supports its $250 million commercial paper program and its variable rate pollution control revenue obligations. The facility expires January 13, 2005.

MidAmerican Energy has on file with the Securities and Exchange Commission registration statements providing for the issuance of $880 million in various forms of senior and subordinated long-term debt and preferred securities.

MidAmerican Energy has authorization from the FERC to issue various forms of long-term debt in the amount of $880 million through November 30, 2004, and $455 million for December 1, 2004 through November 30, 2005. Such funds would be used to refinance maturing debt and to finance a portion of the cost of the generation projects noted above.

MidAmerican Energy is required to obtain authorization from the Illinois Commerce Commission (“ICC”) prior to issuing any securities. If 90% or more of the proceeds from a securities issuance are used for refinancing purposes, MidAmerican Energy need only provide the ICC with an “informational statement” prior to the issuance which sets forth the type, amount and use of the proceeds of the securities to be issued. If less than 90% of the proceeds are used for refinancing, MidAmerican Energy must file a comprehensive application seeking authorization prior to issuance. The ICC is required to hold a hearing before issuing its authorization. MidAmerican Energy currently has authority from the ICC to issue up to $895 million of long-term debt for refinancing purposes and capital expenditures.

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 t o drop below the required thresholds, MidAmerican Energy's ability to issue debt could be restricted.

Debt Redemption

MidAmerican Energy’s 7.7% series of mortgage bonds, totaling $55.6 million, matured on May 17, 2004.

Other Financing Information

MidAmerican Funding or one of its subsidiaries, including MidAmerican Energy, may from time to time seek to retire its outstanding debt through cash purchases and/or exchanges for other securities, in open market purchases, privately negotiated transactions or otherwise. The repurchases or exchanges, if any, will depend on prevailing market conditions, the issuing company’s liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Credit Ratings Risks

Debt and preferred securities of MidAmerican Funding and MidAmerican Energy are rated by nationally recognized credit rating agencies. Assigned credit ratings are based on each rating agency’s assessment of MidAmerican Funding’s or MidAmerican Energy’s ability to, in general, meet the obligations of the debt or preferred securities issued by the rated company. 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. Other than the energy trading agreements discussed below, neither MidAmerican Funding nor MidAmerican Energy has any credit agreements that require termination or a material change in collateral requirements or payment schedule in the event of a downgrade in the credit ratings of the respective company’s securities.

In conjunction with its wholesale marketing and trading activities, MidAmerican Energy must meet credit quality standards as required by counterparties. MidAmerican Energy has energy trading agreements that, in accordance with industry practice, either specifically require it to maintain investment grade credit ratings or provide the right for counterparties to demand “adequate assurances” in the event of a material adverse change in MidAmerican Energy’s creditworthiness. If one or more of MidAmerican Energy’s credit ratings decline below investment grade, MidAmerican Energy may be required to post cash collateral, letters of credit or other similar credit support to facilitate ongoing wholesale marketing and trading activities. As of June 30, 2004, MidAmerican Energy’s estimated potential collateral requirements totaled approximately $102 million. MidAmeric an Energy’s collateral requirements could fluctuate considerably due to seasonality, market price volatility, a loss of key MidAmerican Energy generating facilities or other related factors.

Legislative and Utility Regulatory Matters

Electric Deregulation

Under Illinois law, as of December 31, 2000, all non-residential customers in Illinois are allowed to select their provider of electric supply services. Residential customers all received the opportunity to select their electric supplier beginning May 1, 2002. Currently in Iowa, deregulation is not being actively pursued.

Rate Matters

Under the first settlement agreement, which was approved by the IUB on December 21, 2001, and is effective through December 31, 2005, an amount equal to 50% of revenues associated with returns on equity between 12% and 14%, and 83.33% of revenues associated with returns on equity above 14%, in each year is recorded as a regulatory liability. The second settlement agreement, which was filed in conjunction with MidAmerican Energy’s application for ratemaking principles on a wind power project and was approved by the IUB on October 17, 2003, provides that during the period January 1, 2006 through December 31, 2010, an amount equal to 40% of revenues associated with returns on equity between 11.75% and 13%, 50% of revenues associated with returns on equity between 13% and 14%, and 83.3% of revenues associated with returns on equity above 14%, in each year will be recorded as a regu latory liability. An amount equal to the regulatory liability is recorded as a regulatory charge in depreciation and amortization expense when the liability is accrued. Additionally, interest expense is accrued on the portion of the regulatory liability balance recorded in prior years. The liability is being reduced as it is credited against plant in service in amounts equal to the allowance for funds used during construction associated with generating plant additions. As a result of the credit applied to generating plant balances from the reduction of the regulatory liability, future depreciation will be reduced. As of June 30, 2004 and December 31, 2003, the related regulatory liability reflected on the Consolidated Balance Sheets was $188.0 million and $144.4 million, respectively.

On April 2, 2004, MidAmerican Energy made a filing with the South Dakota Public Utilities Commission requesting an increase in rates of approximately $1.6 million annually from its natural gas customers. A final decision on the filing is expected by the end of the third quarter of 2004.

The ICC staff has questioned the legality of MidAmerican Energy’s nonregulated sales of gas to retail customers within the State of Illinois in conjunction with purchased gas adjustment (“PGA”) reconciliation proceedings. In its direct testimony in the PGA proceeding covering 2001, the ICC staff expressed its position that MidAmerican Energy must reduce gas costs recovered from Illinois regulated gas customers through the PGA by the gross margins earned from MidAmerican Energy’s Illinois nonregulated retail customers from 2001, or approximately $1.0 million. Gross margin is the difference between the cost of gas charged to MidAmerican Energy’s unregulated gas customers in the entire State of Illinois and the revenues from such sales. If a similar adjustment is made in subsequent PGA reconciliation proceedings, the current total adjustment would be approximat ely $6.0 million. In a related proceeding, the ICC issued a declaratory ruling on May 11, 2004, finding that MidAmerican Energy cannot lawfully sell competitive, or nonregulated, gas anywhere in Illinois. In that same decision, the ICC decided to open a separate proceeding to determine an appropriate remedy for such sales. On June 29, 2004, the ICC granted MidAmerican Energy’s request for rehearing in the declaratory ruling proceeding. The ICC declined, however, to reconsider its decision to determine a remedy for MidAmerican Energy's past nonregulated sales.

The Illinois legislature passed a bill, SB 2525 that, if enacted into law, allows the continuation of competitive gas sales in Illinois by MidAmerican Energy subject to ICC regulation. The Senate approved the bill on a 55 to 0 vote. The House of Representatives approved the bill on a 104 to 7 vote. On July 30, 2004, the Illinois Governor vetoed the bill. The Illinois legislature could reconsider the bill in a legislative session currently scheduled for November 2004. For any vetoed bill to become law in Illinois, it must pass both chambers by 60% majorities.

Transmission Developments

The Federal Energy Regulatory Commission ("FERC") has undertaken several measures to increase competition in the markets for wholesale electric energy, including efforts to foster the development of regional transmission organizations ("RTO") in its Order No. 2000 issued December 1999 and its July 2002 proposed rulemaking that would implement a standard market design ("SMD") for wholesale electric markets.

If implemented, the FERC’s July 2002 proposed rule for SMD would require sweeping changes to the use and expansion of the interstate transmission and wholesale bulk power systems in the United States. However, it is unclear when or even whether the FERC will issue a final rule and what form the final rule would ultimately take. In response to significant criticism of its proposed rule, the FERC subsequently indicated that it had changed its proposal and would adopt a flexible approach to SMD that would accommodate regional differences. Legislation that is currently pending in Congress would forbid the FERC from implementing the SMD rule for several years, but it is not certain whether that legislation will be adopted. Any final rule on SMD or similar FERC action may impact the costs of MidAmerican Energy’s electricity and transmission products. Such FERC action could direc tly or indirectly influence how transmission services are priced, the availability of transmission services, and how transmission services are obtained. In addition, the FERC could affect how wholesale electricity is bought and sold, as well as the geographic scope of the wholesale marketplace in which MidAmerican Energy buys and sells electricity. MidAmerican Energy recognizes there is considerable uncertainty as to the timing and outcome of these transmission policy issues and will continue to evaluate evolving FERC policies. Transferring the operations and control of MidAmerican Energy’s transmission assets to other entities could increase costs for MidAmerican Energy; however, the actual effect of any such transaction on MidAmerican Energy’s future transmission costs, or alternate RTO strategies, is not yet known.

On June 3, 2004, the FERC’s Division of Operational Investigations of the Office of Market Oversight and Investigations informed MidAmerican Energy that it was commencing an audit to determine whether and how MidAmerican Energy and its subsidiaries and affiliates are complying with the (1) requirements of the standards of conduct and open access same-time information system of the FERC’s regulations; (2) Codes of Conduct; and (3) Transmission Practices. The FERC has commenced several such audits of utilities in 2003 and 2004. The audit is on-going, and MidAmerican Energy does not expect it to be completed for several months.

Environmental Matters

The U.S. Environmental Protection Agency (“EPA”) and state environmental agencies have determined that contaminated wastes remaining at decommissioned manufactured gas plant facilities may pose a threat to the public health or the environment if these contaminants are in sufficient quantities and at sufficient concentrations as to warrant remedial action.

MidAmerican Energy has evaluated or is evaluating 27 properties that were, at one time, sites of gas manufacturing plants in which it may be a potentially responsible party. The purpose of these evaluations is to determine whether waste materials are present, whether the materials constitute an environmental or health risk, and whether MidAmerican Energy has any responsibility for remedial action. As of June 30, 2004, MidAmerican Energy has recorded a $11.3 million liability for these sites and a corresponding regulatory asset for future recovery through the regulatory process. Refer to Note 3(a) of Notes to Consolidated Financial Statements in this Form 10-Q for further discussion of MidAmerican Energy’s environmental activities related to manufactured gas plant sites and cost recovery.

Although the timing of potential incurred costs and recovery of costs in rates may affect the results of operations in individual periods, management believes that the outcome of these issues will not have a material adverse effect on MidAmerican Energy’s financial position or results of operations.

Generation Matters

In August 2003, retail customer usage of electricity caused a new record hourly peak demand of 3,935 MW on MidAmerican Energy’s electric system, surpassing the previous record of 3,889 MW set in July 2002. MidAmerican Energy is interconnected with Iowa and neighboring utilities and is involved in an electric power pooling agreement known as Mid-Continent Area Power Pool (“MAPP”). Each MAPP participant is required to maintain for emergency purposes a net generating capability reserve of at least 15% above its system peak demand. For the 2003 cooling season, MidAmerican Energy’s reserve was approximately 22% above its system peak demand.

MidAmerican Energy believes it has adequate electric capacity reserve through 2004 and continues to manage its generating resources to ensure an adequate reserve in the future. However, significantly higher-than-normal temperatures during the cooling season could cause MidAmerican Energy’s reserve to fall below the 15% minimum. If MidAmerican Energy fails to maintain the appropriate reserve, significant penalties could be contractually imposed by MAPP.

MidAmerican Energy is financially exposed to movements in energy prices since it does not recover its energy costs through an energy adjustment clause in Iowa. Although MidAmerican Energy believes it has sufficient generation under typical operating conditions for its retail electric needs, a loss of adequate generation by MidAmerican Energy requiring the purchase of replacement power at a time of high market prices could subject MidAmerican Energy to losses on its energy sales.

On July 13, 2004, the FERC issued an order requiring MidAmerican Energy to conduct a study to determine whether MidAmerican Energy or its affiliates possess generation market power. MidAmerican Energy is being required to show the absence of generation market power in order to be allowed to continue to sell wholesale electric power at market-based rates. The FERC order is intended to have MidAmerican Energy conform to what has become the FERC’s general practice for utilities given authorization to make wholesale market-based sales. Under this general practice, utilities authorized to make market-based electric sales must submit to the FERC a new market power study every three years. In its order, the FERC has stated that MidAmerican Energy’s market-based sales will become subject to refund beginning 60 days after publication of the FERC directive in the Federal Register. The refund obligation will then extend until the conclusion of the proceeding. MidAmerican Energy does not expect any outcome of this issue to have a material effect on its results of operations, financial position or cash flows.

The transmission developments addressed under "Legislative and Utility Regulatory Matters" above also can impact MidAmerican Energy's wholesale electric purchases and sales. In addition, efforts underway to form organized markets for the sale of energy may also impact the price MidAmerican Energy pays for wholesale electricity as well as the prices it receives for wholesale sales. The FERC has other proceedings underway which may influence the wholesale electric marketplace. Because of the uncertainties as to future regulatory policy governing transmission service and pricing, and regulation of wholesale electric sales, MidAmerican Energy is uncertain whether past wholesale costs and revenues will be representative of future wholesale costs and revenues.

New Accounting Pronouncements

Critical Accounting Policies and Estimates

MidAmerican Energy’s and MidAmerican Funding’s significant accounting policies are described in their respective Note (1) of Notes to Consolidated Financial Statements in Item 8 of their most recently filed Annual Report on Form 10-K. For a discussion of their critical accounting policies and estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in their most recently filed Annual Report on Form 10-K. MidAmerican Energy’s and MidAmerican Funding’s critical accounting policies have not changed materially since December 31, 2003.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

MidAmerican Energy’s exposure to market risk has not changed materially from its risk as of December 31, 2003. The scope of its use of financial instruments for both hedging and proprietary trading purposes has also not changed materially from December 31, 2003. MidAmerican Energy trades financial instruments that are almost entirely exchange-traded or have prices that are actively quoted. Reference is made to MidAmerican Energy’s and MidAmerican Funding’s most recently filed Form 10-K, and in particular, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, and Notes (1)(i) and (9) in Notes to Consolidated Financial Statements in Item 8 of that report.

Item 4. Controls and Procedures.

With the supervision and participation of MidAmerican Funding’s and MidAmerican Energy’s management, including the respective persons acting as chief executive officer and chief financial officer, each company performed an evaluation regarding the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of June 30, 2004. Based on that evaluation, MidAmerican Funding’s and MidAmerican Energy’s management, including the respective persons acting as chief executive officer and chief financial officer, concluded that their respective disclosure controls and procedures were effective. There have been no significant changes during the quarter covered by this report in MidAmerican Funding’s or MidAmerican Energy’s internal controls or in other factors that could significantly affect internal controls.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

MidAmerican Energy is one of dozens of companies named as defendants in a January 20, 2004 consolidated class action lawsuit filed in the U.S. District Court for the Southern District of New York. The suit alleges that the defendants have engaged in unlawful manipulation of the prices of natural gas futures and options contracts traded on the New York Mercantile Exchange ("NYMEX") during the period of January 1, 2000 to December 31, 2002. MidAmerican Energy is mentioned as a company that has engaged in wash trades on Enron Online (an electronic trading platform) that had the effect of distorting prices for gas trades on the NYMEX. The plaintiffs to the class action do not specify the amount of alleged damages. At this time MidAmerican Energy does not believe that it has any material exposure in this lawsuit.

The original complaint in this matter, Cornerstone Propane Partners, L.P. v. Reliant, et al. (“Cornerstone”), was filed on August 18, 2003 in the United States District Court, Southern District of New York naming MidAmerican Energy. On October 1, 2003, a second complaint , Roberto, E. Calle Gracey, et al. (“Calle Gracey”), was filed in the same court but did not name MidAmerican Energy. On November 14, 2003, a third complaint, Dominick Viola (“Viola”), et al., was filed in the same court and named MidAmerican Energy as a defendant. On December 5, 2003, the court entered Pretrial Order No. 1, which among other procedural matters, ordered the consolidation of the Cornerstone, Calle Gracey < /FONT>and Viola complaints and permitted plaintiffs to file an amended complaint in this matter. On January 20, 2004, plaintiffs filed In Re: Natural Gas Commodity Litigation as the amended complaint reasserting their previous allegations. On February 19, 2004, MidAmerican Energy filed a Motion to Dismiss and joined with several other defendants to file a joint Motion to Dismiss. The plaintiffs’ filed a response on May 19, 2004, contesting both Motions to Dismiss. MidAmerican Energy will continue to coordinate with the other defendants and vigorously defend the allegations against it.

Other than the litigation described above, MidAmerican Funding and its subsidiaries currently have no material legal proceedings. Information on MidAmerican Energy’s environmental matters is included in the "Environmental Matters" section of MD&A in Item 2 of this Form 10-Q. Information regarding MidAmerican Energy's regulatory matters is included in the "Legislation and Utility Regulatory Matters" section of MD&A in Item 2 of this Form 10-Q.

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities.

Not applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 5. Other Information.

Jack L. Alexander, senior vice president and director of MidAmerican Energy, has announced his decision to retire effective January 1, 2005. As a result, Todd M. Raba, formerly senior vice president, was named president of MidAmerican Energy effective August 1, 2004. Mr. Raba will continue to serve as a director of MidAmerican Energy.

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits

Reference is made to the accompanying Exhibit Index for a list of exhibits filed as a part of this Quarterly Report.

(b) Reports on Form 8-K

None.

SIGNATURES

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

		MIDAMERICAN FUNDING, LLC
		MIDAMERICAN ENERGY COMPANY

		(Registrants)





Date: August 3, 2004		/s/ Patrick J. Goodman

		Patrick J. Goodman
		Vice President and Treasurer
		of MidAmerican Funding, LLC
		(principal financial and accounting officer)





		/s/ Thomas B. Specketer

		Thomas B. Specketer
		Vice President and Controller
		of MidAmerican Energy Company
		(principal financial and accounting officer)

EXHIBIT INDEX

Exhibit No.

MidAmerican Energy

15	Awareness Letter of Registered Public Accounting Firm

31.1	Co-chief executive officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Co-chief executive officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.3	Chief financial officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Co-chief executive officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Co-chief executive officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.3	Chief financial officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

MidAmerican Funding

31.4	Chief executive officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.5	Chief financial officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.4	Chief executive officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.5	Chief financial officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

MidAmerican Energy and MidAmerican Funding

4.1	Instrument of Cancellation, Discharge, Reconveyance and Transfer, Dated as of May 17, 2004, under the Indenture of Mortgage and Deed of Trust, Dated as of March 1, 1947.