SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

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

            For the calendar year ended December 31, 1999 Commission
                          File No. 333-00608

                   CE CASECNAN WATER AND ENERGY COMPANY, INC.
                   ------------------------------------------
             (Exact name of registrant as specified in its charter)

              Philippines                                 Not applicable
              -----------                                 --------------
             (State or other                              (IRS Employer
      jurisdiction of incorporation                     Identification No.)
            or organization)

      24th Floor 6750 Building, Ayala Avenue               Not applicable
      --------------------------------------               --------------
       Makati, Manila, Philippines                             (Zip Code)
       ---------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (632) 892-0276
                                                           --------------

     Securities registered pursuant to Section 12(b) of the Act: N/A

     Securities registered pursuant to Section 12(g) of the Act: N/A

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days:

                           Yes    X                  No______
                              ----------

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  Registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ X ]

         All Common Stock of the Company is held by the  original  shareholders.
Accordingly there is no market value.

         767,162 shares of Common Stock,  $0.038 par value,  were outstanding on
March 21, 2000.

         Documents incorporated by reference: N/A


<PAGE>

                                TABLE OF CONTENTS

PART I.........................................................................3

ITEM 1.  BUSINESS..............................................................3
   General.....................................................................3
   Project.....................................................................3
TERMS OF THE SECURITIES........................................................5
   General.....................................................................5
   Payment of Principal and Interest...........................................6
   Priority of Payments........................................................7
   Debt Service Reserve Fund...................................................7
   Optional Redemption.........................................................7
   Mandatory Redemption........................................................8
   Change in Control Put.......................................................8
   Distributions...............................................................8
   Ranking and Security for the Securities.....................................8
   Ratings.....................................................................9
   Nature of Recourse on the Securities........................................9
   Incurrence of Additional Debt...............................................9
   Principal Covenants........................................................10
   Insurance..................................................................11
   Regulatory Matters.........................................................11
   Employees..................................................................11
ITEM 2.  PROPERTIES...........................................................11
ITEM 3.  LEGAL PROCEEDINGS....................................................11
ITEM4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................11

PART II.......................................................................12

ITEM 5.  MARKET FOR COMPANY'S EQUITY AND RELATED STOCKHOLDER MATTERS..........12
ITEM 6.  SELECTED FINANCIAL DATA..............................................12
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
     RESULTS OF OPERATION.....................................................12
ITEM 7A.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK..........13
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..........................15
   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS...................................16
   BALANCE SHEETS.............................................................17
         ASSETS...............................................................17
         Cash.................................................................17
         LIABILITIES AND STOCKHOLDERS' EQUITY.................................17
         Commitments and Contingencies (Note 7)...............................17
         Stockholders' Equity.................................................17
   STATEMENTS OF OPERATIONS...................................................18
   STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY..............................19
   STATEMENTS OF CASH FLOWS...................................................20
   NOTES TO FINANCIAL STATEMENTS..............................................21
ITEM 9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
     FINANCIAL  DISCLOSURE....................................................27

PART III......................................................................28

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.....................28
ITEM 11.  EXECUTIVE COMPENSATION..............................................30
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......30
   Description of Capital Stock...............................................30
   Principal Holders..........................................................30
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................31
SIGNATURES....................................................................32
INDEX TO EXHIBITS.............................................................33


<PAGE>

PART I

Item 1.  Business

General

     CE Casecnan Water and Energy Company,  Inc. ("Company" or "CE Casecnan") is
a privately held  Philippine  corporation  formed in September of 1994 solely to
develop,  construct,  own and  operate the  Casecnan  project,  a  multi-purpose
irrigation   and   hydroelectric   power  facility  with  a  rated  capacity  of
approximately  150  Megawatts  ("MW")  located  on the  island  of  Luzon in the
Republic of the Philippines  (the "Casecnan  Project").  After the completion of
construction  of the  Casecnan  Project,  the Company is expected to be owned at
least 70% (subject to upward  adjustment  based upon the actual economics of the
Casecnan  Project at commencement  of commercial  operations and the exercise of
certain options by a third party) by MidAmerican  Energy Holdings  Company,  the
successor of CalEnergy Company, Inc.  ("MidAmerican"),  through its wholly owned
indirect  subsidiary  CE Casecnan  Ltd.  The  ownership  percentage  held by the
minority shareholders may be reduced in certain circumstances and such reduction
would result in a  corresponding  increase in the  ownership  percentage  of the
Company held by affiliates of MidAmerican.

     The  Securities  (described  herein)  are  recourse  only  to the  Company.
MidAmerican has not guaranteed directly or indirectly the payment or performance
of any Company obligations.

     The  Company's  principal  executive  office is  located at 24th Floor 6750
Building, Ayala Avenue, Makati, Manila, Philippines, and its telephone number is
63 2 892 0276. The Company's  principal office will be located in Pantabangan in
the Province of Nueva Ecija, Philippines.

Project

     The Casecnan Project is located in the central part of the island of Luzon.
It will  consist  generally  of  diversion  structures  in the Casecnan and Taan
Rivers that will capture and divert  excess  water in the Casecnan  watershed by
means of concrete,  in-stream  diversion weirs and transfer that water through a
transbasin tunnel of approximately 23 kilometers (including the intake adit from
the Taan to the Casecnan River),  with a diameter of approximately 6.5 meters to
an existing  underutilized  water storage  reservoir at Pantabangan.  During the
water transfer,  the elevation differences between the two watersheds will allow
electrical  energy  to be  generated  at a new 150 net MW rated  capacity  power
plant, which will be constructed in an underground  powerhouse cavern located at
the end of the water tunnel. A tailrace discharge tunnel of approximately  three
kilometers  will deliver  water from the water tunnel and the new  powerhouse to
the  Pantabangan  Reservoir,  providing  additional  water  for  irrigation  and
increasing  the  potential  electrical  generation  at two  downstream  existing
hydroelectric  facilities of the Philippine National Power Corporation  ("NPC"),
the government-owned and controlled  corporation that is the primary supplier of
electricity in the  Philippines.  Since the water has been  determined to remain
suitable for irrigation throughout the Casecnan Project operations of capturing,
diverting  and  transferring  the water,  other than  removing  sediments at the
diversion  structures,  no treatment will be required.  Once in the reservoir at
Pantabangan,  the water  will be under the  control  of,  and for the use of the
Philippine National Irrigation Administration ("NIA").

     The  Casecnan  Project's  diversion  structures  will be capable of storing
flows  from the  Casecnan  and Taan  Rivers  over a number  of  hours,  and then
discharging  that stored water through the transbasin  tunnel and new powerhouse
during  the 12  hours  (8:00  a.m.  through  8:00  p.m.)  coinciding  with  peak
electrical  demand  hours.  Tunnel flows and water depths  behind the  diversion
structures  will be  regulated by  in-tunnel  valves in front of the  powerhouse
turbines controlled by the operators at the powerhouse control room.

     In early 1994,  President Fidel Ramos recognized the need for an irrigation
and  hydroelectric   project  that  would  provide  increased  water  flows  for
irrigation to the rice growing area of Central Luzon,  would be  environmentally
sound,  technically  feasible  and  economically  viable,  and would  involve no
flooding  or  relocation  of local  residents.  At that time,  he  directed  the
Philippine  Department  of  Agriculture  and NPC to  work  together  with  other
interested agencies to develop a combined irrigation and hydroelectric  project.
Shortly thereafter, the Philippine government was approached by the Company with
a  proposal  for  a  project  to  be  developed  in  the  Casecnan   area  on  a
build-own-operate-transfer  ("BOOT") basis,  that is, an arrangement under which
the  Company as  developer  would agree to build,  own and operate the  Casecnan
Project during the  construction  period and a twenty-year  cooperation  period,
after which  ownership and operation of the Project would be  transferred to NIA
and NPC at no cost.  After  conclusion  of a public  solicitation  for competing
proposals,  NIA  selected the Company as the BOOT  developer  and entered into a
project  agreement  with the Company  (the  "Project  Agreement").  The Casecnan
Project was  subsequently  designated a high priority project under Republic Act
No. 529 by the National Economic and Development Authority of the Philippines.

     CE Casecnan  is  developing  the  Casecnan  Project  under the terms of the
Project Agreement between CE Casecnan and NIA. Under the Project  Agreement,  CE
Casecnan  will  develop,  finance and  construct  the Casecnan  Project over the
construction  period, and thereafter own and operate the Casecnan Project for 20
years  (the  "Cooperation  Period").  During  the  Cooperation  Period,  NIA  is
obligated  to accept  all  deliveries  of water and  energy,  and so long as the
Casecnan Project is physically capable of operating and delivering in accordance
with agreed levels set forth in the Project Agreement,  NIA will pay CE Casecnan
a guaranteed fee for the delivery of water and a guaranteed fee for the delivery
of electricity. In addition, NIA will pay a fee for all electricity delivered in
excess  of a  threshold  amount  up to a  specified  amount.  NIA will  sell the
electricity it purchases to NPC, although NIA's obligations to CE Casecnan under
the Project  Agreement  are not dependent on NPC's  purchase of the  electricity
from NIA. All fees to be paid by NIA to CE Casecnan are payable in U.S. dollars.
The guaranteed fees for the delivery of water and energy are expected to provide
approximately 70% of CE Casecnan's revenues.

     The Project Agreement  provides for additional  compensation to CE Casecnan
upon the occurrence of certain events,  including  increases in Philippine taxes
and  adverse  changes in  Philippine  law.  Upon the  occurrence  and during the
continuance of certain force majeure  events,  including  those  associated with
Philippine  political  action,  NIA may be obligated to buy the Casecnan Project
from CE  Casecnan at a buy out price  expected to be in excess of the  aggregate
principal amount of the outstanding CE Casecnan debt  securities,  together with
accrued but unpaid interest.  At the end of the Cooperation Period, the Casecnan
Project will be transferred to NIA and NPC for no additional consideration on an
"as is" basis.

     The  Republic of the  Philippines  has provided a  Performance  Undertaking
under which NIA's  obligations under the Project Agreement are guaranteed by the
full faith and credit of the Republic of the Philippines.  The Project Agreement
and the  Performance  Undertaking  provide  for the  resolution  of  disputes by
binding arbitration in Singapore under international arbitration rules.

     NIA's payment  obligations  under the Project  Agreement are expected to be
the  Company's  sole  source of  operating  revenues.  Because of the  Company's
dependence on NIA, any material failure of NIA to fulfill its obligations  under
the  Project  Agreement  and  any  material  failure  of  the  Republic  of  the
Philippines to fulfill its obligations  under the Performance  Undertaking would
significantly  impair the ability of the Company to meet its  obligations  under
the Securities.

     CE Casecnan financed a portion of the costs of the Casecnan Project through
the issuance of  $125,000,000  of its 11.45% Senior  Secured  Series A Notes due
2005 (the "Series A Notes") and $171,500,000 of its 11.95% Senior Secured Series
B Bonds due 2010 (the "Series B Bonds") and $75,000,000 of its Secured  Floating
Rate Notes due 2002,  pursuant to an  indenture  dated  November  27,  1995,  as
amended to date (the "Casecnan Indenture").

     The  Casecnan  Project  was  initially  being  constructed  pursuant  to  a
fixed-price,  date-certain, turnkey construction contract (the "Hanbo Contract")
on  a  joint  and  several  basis  by  Hanbo  Corporation  ("Hanbo")  and  Hanbo
Engineering and Construction Co., Ltd. ("HECC"),  both of which are South Korean
corporations.  As of May 7, 1997, the Company  terminated the Hanbo Contract due
to defaults by Hanbo and HECC including the insolvency of each such company.  On
the same date, the Company entered into a new fixed-price, date certain, turnkey
engineering,  procurement and construction contract to complete the construction
of the  Casecnan  Project  (the  "Replacement  Contract").  The work  under  the
Replacement   Contract  is  being  conducted  by  a  consortium   consisting  of
Cooperativa Muratori Cementisti CMC di Ravenna and Impresa Pizzarotti & C. Spa.,
working  together  with  Siemens  A.G.,  Sulzer  Hydro Ltd.,  Black & Veatch and
Colenco Power Engineering Ltd. (collectively, the "Contractor").

     In connection  with the Hanbo Contract  termination,  the Company  tendered
four  certificates  of drawing to Korea First Bank ("KFB") under the irrevocable
standby  letter of credit issued by KFB as security  under the Hanbo Contract to
pay for certain transition costs and other then ascertainable  damages under the
Hanbo Contract.  As a result of KFB's wrongful dishonor of the draw request, the
Company filed an action against KFB in New York State Court.

     On September 2, 1997, Hanbo and HECC filed a Request for Arbitration before
the  International  Chamber of Commerce.  The Request for  Arbitration  asserted
various claims by Hanbo and HECC against the Company  relating to the terminated
Hanbo Contract and sought  damages.  On October 10, 1997, the Company served its
answer and  defenses  in response  to the  Request  for  Arbitration  as well as
counterclaims against Hanbo and HECC for breaches of the Hanbo Contract.

     On April 17, 1998, the Company and Hanbo, HECC, Hanbo Steel Company and KFB
mutually  agreed to settle the  differences  among them  related to the Casecnan
Project. Under the settlement, KFB agreed to pay the Company $90 million and the
parties  discontinued  with  prejudice the pending  arbitration  and  litigation
proceedings  and  released  each  other  from  all  claims  arising  out  of the
litigation and arbitration. In accordance with the terms of such settlement, the
Company  received  $10  million  from KFB on April  17,  1998 and the  remaining
balance of $80 million, including interest thereon, on July 3, 1998.

     On November 20, 1999,  the  Replacement  Contract was amended to extend the
Guaranteed  Substantial  Completion  Date for the Casecnan  Project to March 31,
2001.  This  amendment has been approved by the  independent  engineer under the
Bond  Indenture.  Accordingly,  the  Casecnan  Project is now expected to become
operational  by the second  quarter of 2001.

     Under the  Project  Agreement,  if NIA is able to accept  delivery of water
into  the  Pantabangan  Reservoir  and NPC has  completed  the  project  related
transmission  line, the Company is liable to pay NIA $5,000 per day for each day
of delay in completion of the Casecnan Project beyond July 27, 2000,  increasing
to $13,500 per day for each day of delay in completion beyond November 27, 2000.

     The  Company's  ability to make  payments on any of its existing and future
obligations  is  dependent  on  NIA's  and  the  Republic  of  the  Philippines'
performance of their obligations under the Project Agreement and the Performance
Undertaking,  respectively.  No  shareholders,  partners  or  affiliates  of the
Company, including MidAmerican,  and no directors,  officers or employees of the
Company  will  guarantee  or be in any way liable for  payment of the  Company's
obligations.  As a result, payment of the Company's obligations depends upon the
availability  of  sufficient  revenues  from the  Company's  business  after the
payment of operating expenses.

     NIA's  payments  of  obligations   under  the  Project  Agreement  will  be
substantially  denominated  in United States  dollars and are expected to be the
Company's sole source of operating revenues. Because of the Company's dependence
on NIA, any material failure of NIA to fulfill its obligations under the Project
Agreement and any material failure of the Republic of the Philippines to fulfill
its obligations under the Performance Undertaking would significantly impair the
ability of the Company to meet its existing and future obligations.

     There are pending bills before the  Philippine  Congress and the Philippine
Senate aimed at restructuring  the electric  industry,  privatization of the NPC
and introduction of a competitive  electricity market, among others. The passage
of the  bills  may have an impact on the  Company's  future  operations  and the
industry as a whole, the effect of which is not yet determinable and estimable.

                             TERMS OF THE SECURITIES

General

     In June 1996, the Company  exchanged (i) $125,000,000  aggregate  principal
amount of the  Series A Notes  for an equal  principal  amount  of New  Series A
Notes, and (ii)  $171,500,000  aggregate  principal amount of the Series B Bonds
for an equal amount of New Series B Bonds. The Series A Notes and Series B Bonds
are sometimes  referred to herein as the "Old Securities",  and the New Series A
Notes and the New Series B Bonds are  sometimes  referred  to herein as the "New
Securities".  The New Securities are the  obligations of the Company  evidencing
the same indebtedness as the Old Securities and will be entitled to the benefits
of the Indenture,  which governs both the Old Securities and the New Securities.
The form and terms  (including  principal  amount,  interest rate,  maturity and
ranking)  of the New  Securities  are the same as the form and  terms of the Old
Securities,  except that (i) the New Securities have been  registered  under the
Securities  Act and  therefore  will not be subject to certain  restrictions  on
transfer  applicable  to  the  Old  Securities  and  will  not  be  entitled  to
registration  rights,  and (ii) the New  Securities  will  not  provide  for any
increase in the interest rate thereon.

     Simultaneously  with the offering of the Old  Securities,  the Company also
issued  and sold  $75,000,000  aggregate  principal  amount of LIBOR  Plus 3.00%
Senior Secured Floating Rate Notes due November 15, 2002 ("FRNs") that rank pari
passu  with and will  share  the  collateral  on a pro rata  basis  with the Old
Securities  and the New  Securities  and are  entitled  to the  benefits  of the
Indenture and the Depositary Agreement.  The Old Securities,  New Securities and
FRNs are collectively referred to herein as the "Securities."

     The Securities are direct obligations of the Company, secured solely by the
Company collateral.

Payment of Principal and Interest

     Interest on the New Securities is payable  semiannually  on each May 15 and
November 15 (the "New Securities  Interest  Payment  Date"),  commencing May 15,
1996, to the  registered  Holders  thereof at the close of business on the May 1
and  November  1, as the case may be,  preceding  each New  Securities  Interest
Payment Date. The initial average life of the Series A Note was 8.84 years,  and
the initial average life of the Series B Bonds was 11.57 years.

     The $125,000,000 principal of the 11.45% New Series A Note due November 15,
2005 are  payable  in  semiannual  installments,  commencing  May 15,  2003,  as
follows:

                                               Percentage of Principal

Payment Date                                        Amount Payable
------------                                         --------------

May 15, 2003                                         13.50%
November 15, 2003                                    13.50%
May 15, 2004                                         17.00%
November 15, 2004                                    17.00%
May 15, 2005                                         19.50%
November 15, 2005                                    19.50%

         The  $171,500,000  principal  of the  11.95%  New  Series  B Bonds  due
November 15, 2010 are payable in  semiannual  installments,  commencing  May 15,
2002, as follows:

                                                Percentage of Principal

Payment Date                                         Amount Payable
------------                                         --------------

May 15, 2002                                         2.50%
November 15, 2002                                    2.50%
May 15, 2003                                         2.25%
November 15, 2003                                    2.25%
May 15, 2004                                         2.00%
November 15, 2004                                    2.00%
May 15, 2005                                         1.75%
November 15, 2005                                    1.75%
May 15, 2006                                         10.50%
November 15, 2006                                    10.50%
May 15, 2007                                         11.00%
November 15,  2007                                   11.00%
May 15, 2008                                         11.00%
November 15, 2008                                    11.00%
May 15, 2009                                         4.00%
November 15, 2009                                    4.00%
May 15, 2010                                         5.00%
November 15, 2010                                    5.00%

     The $75,000,000  principal of the FRNs due November 15, 2002 are payable in
semiannual installments, commencing November 15, 2000, as follows:

                                                  Percentage of Principal

Payment Date                                         Amount Payable
------------                                         --------------

November 15, 2000                                    25.00%
May 15, 2001                                         19.50%
November 15, 2001                                    20.00%
May 15, 2002                                         18.00%
November 15, 2002                                    17.50%

     The FRNs bear  interest  at LIBOR  plus 3.00% per annum and will be payable
quarterly on each February 15, May 15, August 15, and November 15, commencing on
February 15, 1996, to the registered Holders thereof at the close of business on
the preceding February 1, May 1, August 1, and November 1, as the case may be.

Priority of Payments

     Prior to completion  of the Casecnan  Project  pursuant to the  Replacement
Contract, all net proceeds of the Securities and any liquidated damages proceeds
will be deposited  in the  Construction  Fund and  disbursed to pay for budgeted
construction  or  restoration  costs,  including  interest  and, if  applicable,
principal on the Securities.

     After  completion,  except  as  otherwise  provided  for  with  respect  to
mandatory  redemptions and loss proceeds,  all revenues  received by the Company
from the Casecnan  Project will be paid into the Revenue Fund  maintained by the
Depositary  (other  than  certain  peso  payments  required  to be used  for VAT
payments to the Republic of the Philippines). Amounts paid into the Revenue Fund
shall be  distributed in the following  order of priority:  (a) to pay operating
and maintenance costs; (b) to pay certain administrative costs of the agents for
the Secured  Parties  under the  Financing  Documents;  (c) to pay principal of,
premium (if any) and interest on the Securities  (including any increased  costs
necessary  to gross up such  payments  for certain  withholding  taxes and other
assessments  and  charges),  and principal and interest on other senior debt, if
any;  (d) to cause  the Debt  Service  Reserve  Fund to equal  the Debt  Service
Reserve Fund Required  Balance,  as defined  below;  (e) to pay  indemnification
expenses and other expenses to the Secured Parties and certain other costs,  and
(f) to the Distribution Fund or Distribution Suspense Fund, as applicable.

Debt Service Reserve Fund

     At completion,  the Company will establish a Debt Service  Reserve Fund for
the benefit of the Holders of the Securities,  which will be funded in cash from
any remaining shareholder capital contributions in the Capital Contribution Fund
or, to the extent required, from operating revenues as described under "Priority
of Payments" above. Such amounts will be deposited into the Debt Service Reserve
Fund  from  time to time to the  extent  required  to cause it to equal the Debt
Service  Reserve Fund  Required  Balance  which is intended to  approximate  the
highest  amount of the  payments  of  principal  and  interest to be made on the
Securities during any semiannual period over the subsequent three years.

Optional Redemption

     On and after the  seventh  anniversary  of the  closing  (as defined in the
Trust Indenture) of the Casecnan Project  financing,  the New Series A Notes are
subject to optional  redemption by the Company, in whole and not in part, at par
plus accrued interest to the Redemption Date.

     The New Series B Bonds are subject to optional  redemption  by the Company,
at any time, in whole or in part, pro rata, at par plus accrued  interest to the
redemption  date plus a premium,  calculated to "make whole" to comparable  U.S.
treasury securities plus 150 basis points.

     After  completion,  the FRN's are  subject to  optional  redemption  by the
Company, in whole or in part, pro rata at par plus accrued interest,  on any FRN
interest payment date.

     The Company  also has the option to redeem the  Securities,  in whole or in
part, at par plus accrued  interest at any time if, as a result of any change in
Philippine tax law or in the application or interpretation of Philippine tax law
occurring after the date of issuance of the Securities,  the Company is required
to pay certain additional amounts described in the Indenture.

Mandatory Redemption

     The Securities are subject to mandatory  redemption,  pro rata, at par plus
accrued  interest to the redemption date, (a) upon the receipt by the Company of
loss proceeds  that exceed $15 million in respect of certain  events of property
or casualty loss or similar  events,  unless the funds are to be utilized by the
Company for an Approved Restoration Plan; or (b) upon the receipt by the Company
of proceeds realized in connection with a Project Agreement Buyout.

Change in Control Put

     Upon the occurrence of a Change of Control, each Holder will have the right
to require the Company to repurchase all or any part of such Holder's Securities
at a purchase price in cash equal to 101% of the principal amount thereof,  plus
accrued interest to the date of repurchase in accordance with the procedures set
forth in the Indenture.  There is no assurance that upon a Change in Control the
Company will have sufficient funds to repurchase the Securities.

Distributions

     Prior to completion,  there will be no  distributions to the Company or its
shareholders.  After completion,  distributions may be made only from and to the
extent of monies on deposit in the  Distribution  Fund or Distribution  Suspense
Fund.  Distributions  are  subject to the prior  satisfaction  of the  following
conditions:

         (a)      The amounts  contained in the Principal  Fund and the Interest
                  Fund will be equal to or greater than the aggregate  scheduled
                  principal and interest payments next due on the Securities;

         (b)      No Default or Event of Default under the Indenture shall have
                  occurred and be continuing;

         (c)      The Debt Service  Coverage Ratio for the preceding  12-month
                  period is equal to or greater than 1.35 to 1 as certified by
                  an officer of the Company;

         (d)      The projected  Debt Service  Coverage  Ratio of the Securities
                  for the succeeding 12-month period is equal to or greater than
                  1.35 to 1, as certified by an officer of the Company; and,

         (e)      The Debt Service Reserve Fund has a balance equal to or
                  greater than the Debt Service Reserve Fund Required Balance.

Ranking and Security for the Securities

     The  Securities and the FRNs are senior debt of the Company and are secured
by (a) an assignment  of all revenues  received by the Company from the Casecnan
Project;  (b) a collateral  assignment of all material contracts;  (c) a lien on
any accounts and funds on deposit under the Depositary  Agreement;  (d) a pledge
of approximately 100% of the capital stock of the Company, subject to release in
certain  circumstances  relating to accessing  political  risk insurance for the
benefit of the  shareholders;  and (e) a lien on all other  material  assets and
property interests of the Company.  The Securities will rank pari passu with and
will share the  Collateral on a pro rata basis with certain other senior secured
debt,  if any (provided  that the Debt Service  Reserve Fund shall be collateral
solely for the obligations under the Securities).  The proceeds of any political
risk  insurance  covering  the  capital  investment  will  not  be  part  of the
collateral for the  Securities.  While under the Indenture the Company may incur
certain permitted debt senior to the Securities,  it has no present intention to
do so.

Ratings

     Moody's and Standard & Poor's have assigned the Securities ratings of "Ba2"
and "BB+", respectively.  There is no assurance that any such credit rating will
remain in effect for any given  period of time or that such  rating  will not be
lowered, suspended or withdrawn entirely by the applicable rating agency, if, in
such rating agency's judgment, circumstances so warrant.

Nature of Recourse on the Securities

     The Company's  obligations to make payments of principal,  premium, if any,
and interest on the Securities  are,  obligations  solely of the Company secured
solely by the  collateral.  Neither  the  shareholders  of the  Company  nor any
Affiliate,  including MidAmerican,  incorporator,  officer, director or employee
thereof or of the Company  guaranteed  the  payment of, nor have any  obligation
with respect to payment of the Securities,  except to the extent that affiliates
of MidAmerican  who are  stockholders  of the Company have pledged their capital
stock in the Company as security  for the notes and bonds issued by the Company.
As a result,  payment of the Company's obligations depends upon the availability
of  sufficient  revenues  from the  Company's  business  after  the  payment  of
operating expenses.

Incurrence of Additional Debt

     The  Company  shall  not  incur  any  debt  other  than  "Permitted  Debt."
"Permitted Debt" means:

         (a)......The Securities;

         (b)......After  completion,  debt  incurred  to  finance  the making of
capital  improvements to the Casecnan  Project  required to maintain  compliance
with applicable law or anticipated  changes therein;  provided that no such Debt
may be  incurred  unless  at the time of  incurrence  the  independent  engineer
confirms as reasonable (i) a certification by the Company (containing  customary
assumptions  and  qualifications)  that the proposed  capital  improvements  are
reasonably  expected to enable the Casecnan Project to comply with applicable or
anticipated  legal  requirements  and (ii) the  calculations of the Company that
demonstrate,  after giving effect to the  incurrence  of such debt,  the minimum
project Debt Service  Coverage  Ratio (x) for the next four  consecutive  fiscal
quarters,  commencing with the quarter in which such debt is incurred,  taken as
one annual  period,  and (y) for each  subsequent  fiscal year through the final
maturity date, will not be less than 1.3 to 1;

         (c)......After  completion,  Debt  incurred  to  finance  the making of
capital  improvements to the Casecnan Project not required by applicable law, so
long as after  giving  effect to the  incurrence  of such debt (i) no default or
event of default has occurred  and is  continuing,  and (ii)(A) the  independent
engineer  confirms as reasonable (I) a certification by the Company  (containing
customary assumptions and qualifications) that the proposed capital improvements
are  technically  feasible and prudent and (II) the  calculations of the Company
that  demonstrate,  after giving effect to the  incurrence of such debt, (x) the
minimum project Debt Service Coverage Ratio for the next four consecutive fiscal
quarters,  commencing with the quarter in which such debt is incurred,  taken as
one annual period,  and in every fiscal year  thereafter,  will not be less than
1.4 to 1 and (y) the  average  projected  Debt  Service  Coverage  Ratio for all
succeeding  fiscal years until the final maturity date will not be less than 1.7
to 1, or (B) the rating  agencies  confirm that the incurrence of such debt will
not result in a rating downgrade;

     (d)......After  completion,  working  capital debt in an  aggregate  amount
outstanding at any time not to exceed $5 million;

     (e)......Debt  incurred in connection with certain permitted  interest rate
and currency hedging arrangements;

     (f)......Subordinated  debt from  affiliates in an aggregate  amount not to
exceed $150 million prior to completion and $100 million after completion, which
shall be used to finance  capital,  operating or other costs with respect to the
Project;

     (g)......Debt  incurred  for  purposes  for  which  permitted  liens may be
incurred;

     (h)......Debt  contemplated to be incurred pursuant to the Casecnan Project
documents,  including  obligations in connection with any letter of credit in an
aggregate amount outstanding at any time not to exceed $15 million;

     (i)......Purchase  money  debt and  other  ordinary  course  trade  debt to
support  operation  and  maintenance  of the Casecnan  Project,  in an aggregate
amount at any time not to exceed $35 million;

     (j)......Permitted  refinancing  debt,  if, as certified  by an  authorized
officer of the Company at the time of incurrence,  (A)(i) after giving effect to
the  incurrence of such debt, (x) the minimum  projected  Debt Service  Coverage
Ratio  for the next  four  consecutive  fiscal  quarters  in which  such debt is
incurred, taken as one annual period, and in every fiscal year thereafter,  will
not be less than 1.5 to 1, and (y) for each  subsequent  fiscal year through the
final maturity date, the average project Debt Service Coverage Ratio will not be
less than 2.0 to 1, and (ii) the final  maturity  and  average  life of the debt
incurred each exceed those of the debt  remaining,  (B) each  principal  payment
equals that of each  corresponding  principal payment of the debt being replaced
or (C) the rating  agencies  confirm that the  incurrence  of such debt will not
result in a rating downgrade; and,

     (k)......Debt  incurred by the Company prior to completion as necessary for
financing,  engineering,  construction,  completion, testing and start-up of the
Casecnan  Project in  accordance  with an Approved  Completion  Plan in order to
achieve completion  ("Pre-Completion  Additional  Debt"),  provided that (i) the
rating  agencies  confirm that the  incurrence of such debt will not result in a
rating downgrade;  or (ii)(A) the independent engineer has confirmed (subject to
customary   assumptions   and   qualifications)   as  reasonable  the  technical
feasibility  of the Approved  Completion  Plan  including a  certification  that
(subject to customary  assumptions and  qualifications) the net proceeds of such
Debt and other funds available to the Company (from Liquidated  Damages Proceeds
or  otherwise)  are  reasonably  expected to be  sufficient to fund the costs of
reaching  completion;  and (B) the Company  certifies at the time of  incurrence
(with customary assumptions and qualifications) that (x) the Approved Completion
Plan is  technically  feasible  and  prudent,  (y)  after  giving  effect to the
incurrence of such debt, the minimum  projected Debt Service  Coverage Ratio for
the four fiscal quarters commencing with the quarter that commences  immediately
after the projected date of commercial operation of the Casecnan Project,  taken
as one annual period, and in every fiscal year thereafter, will not be less than
1.3 to 1, and (z) after giving effect to  incurrence  of such debt,  the average
projected Debt Service  Coverage  Ratio for all succeeding  Calendar Years until
the final maturity date will not be less than 1.5 to 1.

Principal Covenants

     Principal  covenants  under the Indenture  require the Company,  subject to
certain  exceptions  and  qualifications,  (a) not to incur (i) any debt  except
permitted debt or (ii) any lien upon any of its assets except  permitted  liens;
(b) not to enter into any  transaction  of merger or  consolidation,  change its
form of organization,  liquidate,  wind-up or dissolve itself;  (c) not to enter
into non-arm's  length  transactions or agreements with  affiliates;  (d) not to
engage in any business other than as contemplated  by the Indenture;  (e) not to
enter into  certain  change  orders under the Turnkey  Construction  Contract or
amend the Approved  Construction  Budget and Schedule (or an Approved Completion
Plan), or amend,  terminate or otherwise modify any material Project Document to
which it is a party,  except as permitted under the Indenture;  (f) not to sell,
lease or transfer any property or assets material to the Casecnan Project except
in the ordinary  course of business;  (g) to construct  the Casecnan  Project in
accordance with the Approved  Construction  Budget and Schedule;  (h) to operate
and maintain the Casecnan Project in accordance with the Approved  Operation and
Maintenance  Budget;  (i) to maintain insurance as required under the Indenture;
and (j) to enter into an interest rate agreement for the FRNs, within 30 days of
Closing, at a LIBOR cap of up to 7.5%.

Insurance

     The Company  maintains  insurance with respect to the Casecnan Project of a
type and in such  amounts  as are  generally  carried  by  companies  engaged in
similar  businesses and owning  similar  projects that are financed in a similar
manner.  These coverages will include  casualty  insurance,  including flood and
earthquake  coverage,  business  interruption  insurance,   primary  and  excess
liability insurance,  automobile  insurance and workers compensation  insurance.
However,  the proceeds of such  insurance  may not be adequate to cover  reduced
revenues, increased expenses or other liabilities arising from the occurrence of
catastrophic  events.  Moreover,  there can be no assurance  that such insurance
coverage  will be available in the future at  commercially  reasonable  rates or
that the amounts for which the  Company  will be insured  will cover all losses.
Nevertheless,  the Company will not reduce or cancel  coverages if the Insurance
Consultant  determines it is not  reasonable to do so and insurance is available
on commercially reasonable terms.

Regulatory Matters

     The Company is subject to a number of Philippine  statutory and  regulatory
standards  and required and desirable  approvals,  including  those  relating to
energy and  environmental  laws.  Many  permits  and  regulatory  approvals  are
required  and  desirable  for the  construction  and  operation  of the Casecnan
Project.  A number of these permits and  regulatory  approvals have not yet been
obtained.  Some of the permits and regulatory  approvals that have been obtained
contain  conditions,  and a number of the permits and approvals not yet obtained
may contain  conditions when they are issued.  Delay in receipt of or failure to
obtain these  permits or approvals or to satisfy any of these  conditions  could
delay  completion  of the  construction  of the Casecnan  Project,  restrict the
operation of the Casecnan  Project,  or result in additional costs or taxes. The
adoption of new laws, policies or regulations,  or changes in the interpretation
or  application  of existing  laws,  policies and  regulations,  that modify the
present  regulatory  environment  could  have a material  adverse  effect on the
Company's ability to construct or operate the Casecnan Project and could trigger
the Company's  right to sell the Casecnan  Project to NIA.  Upon such sale,  the
Securities will be subject to mandatory redemption.

Employees

     After completion,  the Casecnan Project is expected to employ approximately
25 people, consisting of operations,  maintenance,  logistics,  compliance,  and
engineering  personnel.  At the powerhouse control room, personnel will monitor,
direct and control the operations and maintenance of the whole Casecnan Project.
The control room will be staffed 24 hours per day and will be the contact  point
for the Casecnan  Project's  customers and others. At the diversion  structures,
personnel  will be  responsible  to ensure  that the trash  racks at the  tunnel
intakes  are kept clean and  maintained  and that  excessive  sediment  build-up
behind the structure is prevented.

Item 2.  Properties

     CE Casecnan does not  separately own or lease office space but has arranged
for a separate suite at the offices of MidAmerican's affiliate in Manila.

Item 3.  Legal Proceedings

     The Company is not a party to any material outstanding litigation.

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

     Not Applicable.



<PAGE>

PART II

Item 5.  Market for Company's Equity and Related Stockholder Matters.

     Not Applicable.

Item 6.  Selected Financial Data

Amounts in Thousands Except Per Share Amounts

                                            Year Ended December 31,
                                 1999      1998      1997      1996      1995
---------------------------- --------- --------- --------- --------- -----------
---------------------------- --------- --------- --------- --------- -----------
Total revenue                $ 11,656   $ 19,533  $ 19,786  $ 25,611   $  2,494
Net income (loss) to common
stockholders                      699       3.81   (11,264)  (13,211)     1,200)
Net income (loss) per share      0.91       0.50    (14.68)   (17.22)     (2.09)
Total assets                  522,398    553,433   491,912   490,162    501,160
Total liabilities             423,157    454,891   393,751   380,737    378,524
Notes and bonds payable       371,500    371,500   371,500   371,500    371,500
Stockholders' equity           99,241     98,542    98,161   109,425    122,636


Item 7.  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations

Results of Operations:
---------------------

     The Company is in the construction stage and has not yet started commercial
operations as of December 31, 1999. The quarter and year ended December 31, 1999
revenue of $2.7  million and $11.7  million  respectively,  consists of interest
income on cash and investment balances.  The quarter and year ended December 31,
1999 interest  expense of $11.3 million and $45.0  million,  respectively,  less
amounts  capitalized  of $9.8  million  and  $36.5  million,  respectively,  and
amortization of bond issue costs of $0.3 million and $1.3 million, respectively,
are related to the notes and bonds  payable  issued by the Company in the fourth
quarter of 1995.

Liquidity and Capital Resources:
-------------------------------

     In  November   1995,   the  Company  closed  the  financing  and  commenced
construction  of the  Casecnan  Project,  a combined  irrigation  and 150 net MW
hydroelectric power generation project located in the central part of the island
of Luzon in the Republic of the Philippines.

     CE  Casecnan,  which is  expected  to be  indirectly  owned at least 70% by
MidAmerican,  is developing the Casecnan  Project under the terms of the Project
Agreement  ("Project  Agreement")  between CE  Casecnan  and the NIA.  Under the
Project Agreement, CE Casecnan will develop,  finance and construct the Casecnan
Project  over the  construction  period,  and  thereafter  own and  operate  the
Casecnan Project for 20 years (the "Cooperation Period"). During the Cooperation
Period,  NIA is obligated to accept all  deliveries of water and energy,  and so
long as the Casecnan  Project is physically  capable of operating and delivering
in accordance  with agreed levels set forth in the Project  Agreement,  NIA will
pay CE Casecnan a guaranteed  fee for the delivery of water and a guaranteed fee
for the  delivery  of  electricity.  In  addition,  NIA  will  pay a fee for all
electricity  delivered in excess of a threshold amount up to a specified amount.
NIA  will  sell  the  electricity  it  purchases  to  the  NPC,  although  NIA's
obligations to CE Casecnan under the Project  Agreement are not dependent on the
purchase of the  electricity  from NIA by NPC.  All fees to be paid by NIA to CE
Casecnan are payable in U.S. dollars.

     The  Casecnan  Project  was  initially  being  constructed  pursuant  to  a
fixed-price,  date-certain, turnkey construction contract (the "Hanbo Contract")
on  a  joint  and  several  basis  by  Hanbo  Corporation  ("Hanbo")  and  Hanbo
Engineering and Construction Co., Ltd. ("HECC"),  both of which are South Korean
corporations.  As of May 7, 1997, the Company  terminated the Hanbo Contract due
to defaults by Hanbo and HECC including the insolvency of each such company.  On
the same date, the Company entered into a new fixed-price, date certain, turnkey
engineering,  procurement and construction contract to complete the construction
of the  Casecnan  Project  (the  "Replacement  Contract").  The work  under  the
Replacement   Contract  is  being  conducted  by  a  consortium   consisting  of
Cooperativa Muratori Cementisti CMC di Ravenna and Impresa Pizzarotti & C. Spa.,
working  together  with  Siemens  A.G.,  Sulzer  Hydro Ltd.,  Black & Veatch and
Colenco Power Engineering Ltd. (collectively, the "Contractor").

     CE Casecnan  financed a portion of the cost of the Casecnan Project through
the issuance of $125  million of its 11.45%  Senior  Secured  Series A Notes due
2005 and $171.5 million of its 11.95% Senior Secured Series B Bonds due 2010 and
$75  million  of its  Secured  Floating  Rate  Notes  due 2002,  pursuant  to an
indenture   dated   November  27,  1995,  as  amended  to  date  (the  "Casecnan
Indenture").

     The  securities  are  senior  debt  of the  Company  and are  secured  by a
collateral  assignment of all revenues  received from the Project,  a collateral
assignment  of all  material  contracts,  a lien on any  accounts  and  funds on
deposit  under a Deposit  and  Disbursement  Agreement,  a pledge of 100% of the
capital  stock  of the  Company  and a lien on all  other  material  assets  and
property. The securities rank pari passu with and will share the collateral on a
pro rata basis with other senior secured debt, if any.

     The  securities  are subject to certain  optional and mandatory  redemption
schemes as provided for in the Casecnan Indenture.

     The  debt  covenants  contain  certain  restrictions  as to  incurrence  of
additional indebtedness; merger, consolidation,  dissolution, or any significant
change in corporate structure;  non-arm's length transactions or agreements with
affiliates;  material  change in the Turnkey  Construction  Contract;  and sale,
lease, or transfer of properties material to the Project, among others.

Item 7A.  Qualitative and Quantitative Disclosures About Market Risk

     The following  discussion of the Company's exposure to various market risks
contains  "forward-looking  statements"  that involve  risks and  uncertainties.
These  projected  results  have  been  prepared  utilizing  certain  assumptions
considered reasonable in the circumstances and in light of information currently
available to the Company.  Actual  results  could differ  materially  from those
projected in the forward-looking information.

Interest Rate Risk

     At December 31, 1999, the Company had  fixed-rate  long-term debt of $296.5
million in  principal  amount and having a fair value of $288.5  million.  These
instruments  are  fixed-rate and therefore do not expose the Company to the risk
of earnings  loss due to changes in market  interest  rates.  However,  the fair
value of these  instruments  would  decrease by  approximately  $17.6 million if
interest  rates were to increase by 10% from their  levels at December 31, 1999.
In general,  such a decrease in fair value would impact  earnings and cash flows
only if the  Company  were to  reacquire  all or a portion of these  instruments
prior to their maturity.

     At December 31, 1999,  the Company had  floating-rate  obligations of $75.0
million that expose the Company to the risk of increased interest expense in the
event of increases in short-term  interest  rates. If the floating rates were to
increase  by 10% from  December  31, 1999  levels,  the  Company's  consolidated
interest  expense would  increase by  approximately  $38,000 each month in which
such increase continued based upon December 31, 1999 principal balances.

     Certain  information  included  in  this  report  contains  forward-looking
statements made pursuant to the Private Securities Litigation Reform Act of 1995
("Reform Act"). Such statements are based on current  expectations and involve a
number of known and unknown risks and uncertainties  that could cause the actual
results and  performance of the Company 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 Reform Act, the
Company has  identified  important  factors that could cause  actual  results to
differ materially from such expectations, including development and construction
uncertainty,  operating  uncertainty,  uncertainties  relating to doing business
outside of the United States,  uncertainties  relating to international economic
and political conditions and uncertainties  regarding the impact of regulations,
changes in government policy, industry deregulation and competition. The Company
assumes  no  responsibility  to  update  forward-looking  information  contained
herein.

<PAGE>

Item 8.  Financial Statements and Supplementary Data

Report of Independent Public Accountants......................................17

Balance Sheets as of December 31, 1999 and 1998...............................18

Statements of Operations  for the Years Ended  December 31, 1999,
1998 and 1997 and for the Period from the Date of Inception  (September
21, 1994) to December 31, 1999................................................19

Statements of Changes in Stockholders' Equity for the Period from
Inception (September 21, 1994) to December 31, 1999...........................20

Statements  of Cash Flows for the Years Ended  December 31, 1999,
1998 and 1997 and for the Period from the Date of Inception  (September  21,
1994) to December 31, 1999....................................................21

Notes to Financial Statements.................................................22



<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



The Stockholders and the Board of Directors
CE Casecnan Water and Energy Company, Inc.


We have audited the accompanying  balance sheets of CE Casecnan Water and Energy
Company,  Inc. (a company in the development  stage) as of December 31, 1999 and
1998, and the related statements of operations,  changes in stockholders' equity
and cash flows for each of the three years in the period ended December 31, 1999
and for the period from the date of inception  (September  21, 1994) to December
31, 1999.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of CE Casecnan Water and Energy
Company,  Inc.  as of  December  31,  1999  and  1998,  and the  results  of its
operations,  changes in stockholders' equity, and its cash flows for each of the
three years in the period  ended  December  31, 1999 and for the period from the
date of inception  (September 21, 1994) to December 31, 1999 in conformity  with
accounting principles generally accepted in the United States of America.

SyCip Gorres Velayo & Co
An Arthur Andersen Member Firm

January 25, 2000


<PAGE>

CE CASECNAN WATER AND ENERGY COMPANY, INC.
(A Company in the Development Stage)
--------------------------------------------------------------------------------
BALANCE SHEETS
--------------------------------------------------------------------------------
DECEMBER 31, 1999 AND 1998

(Presented in United States Dollars)
(Amounts in Thousands, Except Number of Shares and Par Value )

                                                             1999        1998
--------------------------------------------------------------------------------

ASSETS

Cash                                                     $  2,318    $  1,996
Restricted Cash and Short-term Investments (Note 4)        42,064     145,958
Accrued Interest Receivable                                 1,750       3,014
Restricted Investments (Note 4)                           122,175     122,341
Bond Issue Costs - net (Note 4)                             9,010      10,334
Development and Construction Costs (Notes 1, 4 and 7)     337,983     261,563
Deferred Income Tax - net (Note 5)                          7,098       8,227
-------------------------------------------------------------------------------
                                                         $522,398    $553,433
================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts Payable and Accrued Expenses (Note 7)           $ 41,633    $  82,635
Advances from Affiliates (Note 3)                          10,024          756
Notes and Bonds Payable (Note 4)                          371,500      371,500
--------------------------------------------------------------------------------
Commitments  and  Contingencies  (Note 7)

Stockholders'  Equity

Capital  stock-$0.038 par value (Note 4, 5 and 6)
         Authorized - 2,148,000 shares
         Issued - 767,162 shares                               29          29
Additional paid-in capital (Note 4)                       123,807     123,807
Accumulated deficit                                       (24,595)    (25,294)
-------------------------------------------------------------------------------
                                                           99,241      98,542
-------------------------------------------------------------------------------
                                                         $522,398    $553,433
===============================================================================

See accompanying Notes to Financial Statements.


<PAGE>

CE CASECNAN WATER AND ENERGY COMPANY, INC.
(A Company in the Development Stage)
--------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
FOR THE YEARS ENDED  DECEMBER  31,  1999,  1998 AND 1997 AND THE PERIOD FROM THE
DATE OF INCEPTION (SEPTEMBER 21, 1994) TO DECEMBER 31, 1999 (Presented in United
States  Dollars)  (Amounts in Thousands  Except Net Income  (Loss) Per Share and
Average Number of Shares Outstanding) <TABLE> <CAPTION>

                                                                                        From the date
                                                                                        of Inception
                                                                                        (September 21,
                                                                                          1994) to
                                                                                        December 31,
                                                            1999      1998       1997      1999
---------------------------------------------------------------------------------------------------
<S>                                                     <C>        <C>        <C>       <C>

INTEREST INCOME                                         $  11,656  $  19,533  $  19,786 $  79,079
---------------------------------------------------------------------------------------------------
EXPENSES

Interest - net of interest capitalized                      8,504     17,867     33,653   106,192
Amortization of bond issue costs                            1,324      1,179      1,053     4,580
---------------------------------------------------------------------------------------------------
                                                            9,828     19,046     34,706   110,772
---------------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAX                             1,828        487    (14,920)  (31,693)

BENEFIT FROM (PROVISION FOR)
         DEFERRED INCOME TAX (Note 5)                      (1,129)      (106)     3,656     7,098
---------------------------------------------------------------------------------------------------

NET INCOME (LOSS)                                       $     699  $     381   ($11,264) ($24,595)
===================================================================================================
Net Income (Loss) Per Share                             $    0.91  $    0.50    ($14.68)  ($34.19)
===================================================================================================
Average Number of Common Shares Outstanding               767,162    767,162    767,162   719,389
===================================================================================================
</TABLE>

See accompanying Notes to Financial Statements.


<PAGE>

CE CASECNAN WATER AND ENERGY COMPANY, INC.
(A Company in the Development Stage)
--------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

--------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
AND THE PERIOD FROM INCEPTION (SEPTEMBER 21, 1994)
TO DECEMBER 31, 1999
(Presented in United States Dollars)
(Amounts in Thousands, Except Number of Shares and Par Value )
<TABLE>
<CAPTION>

<S>                                                     <C>        <C>        <C>       <C>        <C>
                                                        Outstanding           Additional
                                                          Common     Common    Paid-in  Accumulated
                                                          Shares      Stock    Capital     Deficit    Total
------------------------------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 21, 1994                                   -    $      -   $      -  $      -   $      -

ISSUANCE OF COMMON SHARES
  AT $0.038 PAR VALUE                                   537,014          20        530         -        550
------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1994                              537,014          20        530         -        550

ADDITIONAL ISSUANCE OF
 COMMON SHARES (Note 6)                                 230,148           9          -         -          9

ADDITIONAL PAID-IN CAPITAL
 (Note 4)                                                     -           -    123,277         -    123,277

NET LOSS                                                      -           -          -    (1,200)    (1,200)
-------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1995                              767,162          29    123,807    (1,200)   122,636

NET LOSS                                                      -           -          -   (13,211)   (13,211)
-------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1996                              767,162          29    123,807   (14,411)   109,425

NET LOSS                                                      -           -          -   (11,264)   (11,264)
-------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1997                              767,162          29    123,807   (25,675)    98,161

NET LOSS                                                      -           -          -       381        381
-------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1998                              767,162          29    123,807   (25,294)    98,542

NET INCOME                                                    -           -          -       699        699
-------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1999                              767,162    $     29   $123,807  ($24,595)  $ 99,241
=============================================================================================================
</TABLE>

See accompanying Notes to Financial Statements.


<PAGE>

CE CASECNAN WATER AND ENERGY COMPANY, INC.
(A Company in the Development Stage)
--------------------------------------------------------------------------------
STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
FOR THE YEARS ENDED  DECEMBER  31,  1999,  1998 AND 1997 AND THE PERIOD FROM THE
DATE OF INCEPTION (SEPTEMBER 21, 1994) TO DECEMBER 31, 1999 (Presented in United
States Dollars) (Amounts in Thousands) <TABLE> <CAPTION>

                                                                                                   From the date
                                                                                                    of Inception

                                                                                                   (September 21,
                                                                                                      1994) to
                                                                                                    December 31,
                                                           1999           1998          1997           1999
-----------------------------------------------------------------------------------------------------------------
<S>                                                    <C>           <C>            <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                      $     699     $     381         ($11,264)      ($24,595)
Adjustments to reconcile net income (loss)
     Amortization of bond issue costs                      1,324         1,179            1,053          4,580
     Provision for (benefit from) deferred                 1,129           106           (3,656)        (7,098)
     Changes in assets and liabilities
        Decrease (increase) in accrued                     1,264           (52)           1,996         (1,750)
        Increase in accounts payable                           -         2,195              360          8,650
----------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities        4,416         3,809          (11,511)       (20,213)
----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to development and construction costs          (76,420)     (103,297)        (107,474)      (337,983)
Decrease (increase) in restricted:
     Cash and short-term investments                     103,894        37,520          (39,356)       (42,064)
     Investments                                             166         4,343          146,331       (122,175)
Increase (decrease) in accounts payable                  (41,002)       61,248           10,029         32,983
----------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities      (13,362)         (186)           9,530       (469,239)
----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in advances from affiliates            9,268        (2,303)           2,625         10,024
Increase in bond issue costs                                   -             -                -        (13,590)
Proceeds from:
     Capital stock                                             -             -                -        123,836
     Notes and bonds payable                                   -             -                -        371,500
----------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities        9,268        (2,303)           2,625        491,770
----------------------------------------------------------------------------------------------------------------
NET INCREASE IN CASH                                         322         1,320              644          2,318
CASH AT BEGINNING OF PERIOD                                1,996           676               32              -
----------------------------------------------------------------------------------------------------------------
CASH AT END OF PERIOD                                  $   2,318     $   1,996      $       676    $     2,318
================================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH
     FLOW INFORMATION

Interest paid during the period
     (net of amount capitalized)                       $   8,670     $  18,477      $   33,293     $   100,509
================================================================================================================
</TABLE>

See accompanying Notes to Financial Statements.


<PAGE>

CE CASECNAN WATER AND ENERGY COMPANY, INC.
(A Company in the Development Stage)
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1.       Organization

     The Company was  registered  with the  Philippine  Securities  and Exchange
Commission  on September  21, 1994,  with a calendar year which ends on December
31. Its  primary  purpose is to design,  develop,  construct,  erect,  assemble,
commission,  operate  and  own a  hydroelectric  power  plant  and  the  related
facilities  for  conversion  into  electricity  of water  provided  by and under
contract with the Philippine  Government or any  government-owned  or controlled
corporation (GOCC).

     The  Company has a contract  with the  Philippine  Government,  through the
National  Irrigation  Administration  (NIA) (a GOCC),  for the  development  and
construction  of a  hydroelectric  power  plant and related  facilities  under a
build-own-operate-transfer  agreement  (Project  Agreement),  covering a 20-year
cooperation period with "take-or-pay" obligations for water and electricity.  At
the end of the 20-year  cooperation  period, the combined irrigation and 150 net
megawatt  hydroelectric  power generation project (the Casecnan Project) will be
transferred to the Philippine  Government at no cost. The Philippine  Government
also  signed  a  Performance   Undertaking  which,  among  others,  affirms  and
guarantees the obligations of NIA under the Project  Agreement.  Construction of
the Casecnan Project  commenced in 1995 and the related costs are included under
"Development and Construction Costs" account in the balance sheets.

     The Company is in the development stage and has not yet started  commercial
operations as of December 31, 1999.

     After the completion of the aforementioned project, the Company is expected
to be at least 70% owned by MidAmerican  Energy Holdings Company  (MidAmerican),
the successor of CalEnergy  Company,  Inc.,  subject to upward  adjustment based
upon the actual  economics of the Casecnan Project at commencement of commercial
operations.

2.       Summary of Significant Accounting Policies

Basis of Presentation

     The  financial  statements  of the Company were  prepared in United  States
dollar amounts.  Gains or losses  resulting from  translation of monetary assets
and liabilities in foreign currencies are not material.

Restricted Cash and Short-term Investments

     Investments  other than restricted cash are primarily  commercial paper and
money  market  securities.   Restricted  cash  include  similar  securities  and
mortgage-backed securities.

     Since the  Company has the  positive  intent and ability to hold all of its
investments  to maturity,  these are classified as held to maturity and recorded
at amortized  cost.  The carrying  amount of investments as of December 31, 1999
approximates their fair value which is based on quoted market prices as provided
by the financial institution holding the investments.

<PAGE>

Bond Issue Costs

     Bond  issue  costs  consist of costs  incurred  in the  issuance  of senior
secured notes and bonds and are being  amortized  over the term of the notes and
bonds using the effective interest rate method.

Development and Construction Costs

     Costs related to the  development  and  construction  of the  hydroelectric
power plant and related  facilities are capitalized and will be amortized over a
period of 20 years from the start of its commercial operations.

Interest Capitalization

     Interest and other financial  charges are being  capitalized as part of the
cost  of  capital  projects.  Interest  is  capitalized  up  to  the  extent  of
construction and development costs incurred.

Foreign Currency Transactions

     Transactions   conducted  in  foreign  currencies  (Philippine  pesos)  are
recorded  based  on the  prevailing  rates of  exchange  at  transaction  dates.
Monetary assets and liabilities  denominated in foreign  currencies  (Philippine
pesos) are restated in the financial statements at the exchange rates prevailing
at the balance sheet date.

Income Tax

     Deferred  tax  assets and  liabilities  are  recognized  for the future tax
consequences  attributable to differences  between the financial reporting bases
of assets and liabilities  and their related tax bases.  Deferred tax assets and
liabilities  are measured using the tax rate expected to apply to taxable income
in the years in which those  temporary  differences are expected to be recovered
or settled.  A valuation  allowance is provided for deferred tax assets if it is
more likely that a tax benefit will not be realized.

Net Income (Loss) Per Share

     Net income  (loss)  per share is based on the  weighted  average  number of
common shares outstanding during the period.

Impairment of Long-Lived Assets

     The Company reviews long-lived assets and certain identifiable  intangibles
for impairment  whenever  events or changes in  circumstances  indicate that the
carrying amount of an asset may not be recoverable.  An impairment loss would be
recognized whenever evidence exists that the carrying value is not recoverable.

Use of Estimates

     The  preparation of the financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

3.       Advances from Affiliates

     The Company has  transactions  with its  affiliates  which  consist of cash
advances for capital  requirements  related to the  construction of the Casecnan
Project.

4.       Notes and Bonds Payable

     On November 27, 1995,  the Company issued $371.5 million worth of notes and
bonds to finance the  construction  of the Casecnan  Project.  These  consist of
$75.0 million Senior Secured  Floating Rate Notes (FRNs) due 2002;  $125 million
Senior Secured Series A Notes (Series A Notes) with interest at 11.45% due 2005;
and, $171.5 million Senior Secured Series B Bonds (Series B Bonds) with interest
at 11.95% due 2010.  For the year ended  December 31, 1999,  the notes and bonds
had  effective  interest  rates of 9.31%,  11.99% and 12.38% for FRNs,  Series A
Notes and Series B Bonds,  respectively,  inclusive  of the effect of bond issue
cost  amortization.  Quarterly  interest  payments  for the  FRNs  commenced  on
February  15, 1996,  and  semi-annual  interest  payments for Series A Notes and
Series B Bonds commenced on May 15, 1996.

     Semi-annual  installments for principal  payments will commence on November
15, 2000, May 15, 2003 and May 15, 2002 for the FRNs,  Series A Notes and Series
B Bonds, respectively. The repayment schedule is as follows (in thousands):

                                      Series A      Series B
                            FRN         Notes         Bonds              Total
         -----------------------------------------------------------------------
         2000           $18,750            $-            $-            $18,750
         2001            29,625             -             -             29,625
         2002            26,625             -         8,575             35,200
         2003                 -        33,750         7,718             41,468
         2004                 -        42,500         6,860             49,360
         2005                 -        48,750         6,002             54,752
         2006                 -             -        36,015             36,015
         2007                 -             -        37,730             37,730
         2008                 -             -        37,730             37,730
         2009                 -             -        13,720             13,720
         2010                 -             -        17,150             17,150
         -----------------------------------------------------------------------
                        $75,000      $125,000      $171,500           $371,500
         =======================================================================

     The  securities  are  senior  debts of the  Company  and are  secured by an
assignment of all revenues that will be received  from the Casecnan  Project,  a
collateral  assignment  of all  material  contracts,  a lien on any accounts and
funds on deposit under a Deposit and Disbursement Agreement, a pledge of 100% of
the capital  stock of the Company  and a lien on all other  material  assets and
property interests of the Company.  The securities rank pari passu with and will
share the collateral on a pro rata basis with other senior secured debt, if any.
The securities are subject to certain optional and mandatory  redemption schemes
as provided for in the Trust Indenture.

     The  debt  covenants  contain  certain  restrictions  as to  incurrence  of
additional indebtedness; merger, consolidation,  dissolution, or any significant
change in corporate structure;  non-arm's length transactions or agreements with
affiliates;  material change in the Turnkey Construction  Contract (see Note 7);
sale, lease, or transfer of properties  material to the Casecnan Project,  among
others.

     In connection  with the foregoing  secured  indebtedness,  the Company,  on
November  27,  1995,  entered  into a Deposit and  Disbursement  Agreement  with
Chemical Trust Company of California  (Chemical Trust) and Kiewit (a predecessor
shareholder) whereby Chemical Trust acts as a depositary and a collateral agent.
As a depositary agent, it will hold monies,  instruments and securities  pledged
by the Company to the collateral  agent. The terms of this agreement require the
establishment  of several funds which include a Capital  Contribution  Fund. The
Company's   stockholders   deposited  an  aggregate   capital   contribution  of
approximately  US$123.3  million to the fund which will be strictly used to fund
the  construction  of the Casecnan  Project when the proceeds  from the Series A
Notes and  Series B Bonds  have  been  fully  utilized.  The  contributions  are
included in the "Additional paid-in capital" account in the balance sheets.

     As of December  31,  1999,  MidAmerican  held $8.4  million of the Casecnan
FRNs.  The purchase of the FRNs by  MidAmerican  does not release the Company of
its obligations.

     Interest capitalized as part of development and construction costs amounted
to $36.5 million and $27.1 million in 1999 and 1998, respectively.

5.       Income Tax

     The Company's deferred tax asset amounting to $7.1 million and $8.2 million
(net of valuation allowance of $3.0 million and $3.5 million) as of December 31,
1999 and 1998,  respectively,  consists  mainly of the  difference  between  the
financial  reporting  basis  and the tax  reporting  basis for  development  and
construction  costs.  Effective January 1998, the Philippine  statutory tax rate
had been changed from 35% to 34% in 1998,  further  reduced to 33% in 1999,  and
will be 32% in 2000 and onwards. In 1999, an adjustment of $0.7 million was made
to the  company's  deferred  income tax to reflect  the effect of these tax rate
changes.

6.       Capital Stock

     On October 26,  1995,  the  Company  issued  230,148  shares to the current
minority   stockholders  out  of  the  unsubscribed  portion  of  the  Company's
authorized capital stock.

     The  minority  stockholders  initially  formed  a  venture  to  pursue  the
opportunity  of  developing a water and energy  project in the  Casecnan  Basin.
After  securing   preliminary   indications  of  interest  from  the  Philippine
Government,  the minority stockholders sought out the other shareholders to form
a new entity  capable  of  financing  and  building  the  Casecnan  Project.  In
consideration of their role in initiating the Casecnan  Project,  delivering the
opportunity to the Company and performing development  assistance,  the minority
stockholders retained an ownership interest in the Company.

7.       Commitments and Contingencies

     The  Casecnan  Project was being  constructed  pursuant  to a  fixed-price,
date-certain,  Turnkey  Construction  Contract (the "Hanbo Contract") on a joint
and several  basis by Hanbo  Corporation  ("Hanbo")  and Hanbo  Engineering  and
Construction Co., Ltd. ("HECC"), both of which are South Korean corporations. As
of May 7, 1997,  the Company  terminated  the Hanbo  Contract due to defaults by
Hanbo and HECC including the insolvency of each such company.  On the same date,
the Company entered into a new fixed-price,  date-certain,  turnkey engineering,
procurement  and  construction  contract to  complete  the  construction  of the
Casecnan Project (the  "Replacement  Contract").  The work under the Replacement
Contract is being conducted by a consortium  consisting of Cooperativa  Muratori
Cementisti  CMC di Ravenna and Impresa  Pizzarotti & C. Spa.,  working  together
with  Siemens  A.G.,  Sulzer  Hydro  Ltd.,  Black &  Veatch  and  Colenco  Power
Engineering Ltd. (collectively, the "Replacement Contractor").

     In connection  with the Hanbo Contract  termination,  the Company  tendered
four  certificates  of drawing to Korea First Bank ("KFB") under the irrevocable
standby  letter of credit issued by KFB as security  under the Hanbo Contract to
pay for certain transition costs and other then ascertainable  damages under the
Hanbo Contract.  As a result of KFB's wrongful dishonor of the draw request, the
Company filed an action against KFB in New York State Court.

     On September 2, 1997, Hanbo and HECC filed a Request for Arbitration before
the  International  Chamber of  Commerce.  The Request of  Arbitration  asserted
various claims by Hanbo and HECC against the Company  relating to the terminated
Hanbo Contract and sought  damages.  On October 10, 1997, the Company served its
answer  and  defenses  in  response  to the  Request of  Arbitration  as well as
counterclaims against Hanbo and HECC for breaches of the Hanbo Contract.

     On April 17, 1998, the Company and Hanbo, HECC, Hanbo Steel Company and KFB
mutually  agreed to settle the  differences  among them  related to the Casecnan
Project. Under the settlement, KFB agreed to pay the Company $90 million and the
parties  discontinued  with  prejudice the pending  arbitration  and  litigation
proceedings  and  released  each  other  from  all  claims  arising  out  of the
litigation and arbitration. In accordance with the terms of such settlement, the
Company  received  $10  million  from KFB on April  17,  1998 and the  remaining
balance of $80 million, including interest thereon, on July 3, 1998. The receipt
of the $90 million was  originally  included  in  "Accounts  Payable and Accrued
Expenses"  account in the balance sheets and is being released  periodically  to
offset  costs  which  were,  and will be,  incurred  over the  remainder  of the
construction  period.  As of December 31, 1999, the  unamortized  portion of the
settlement amounts to $36 million.

     On November 20, 1999,  the  Replacement  Contract was amended to extend the
Guaranteed  Substantial  Completion  Date for the Casecnan  Project to March 31,
2001.  This  amendment has been approved by the  independent  engineer under the
Bond  Indenture.  Accordingly,  the  Casecnan  Project is now expected to become
operational  by the second  quarter of 2001.

     Under the  Project  Agreement,  if NIA is able to accept  delivery of water
into  the  Pantabangan  Reservoir  and NPC has  completed  the  project  related
transmission  lien, the Company is liable to pay NIA $5,000 per day for each day
of delay in completion of the Casecnan Project beyond July 27, 2000,  increasing
to $13,500 per day for each day of delay in completion beyond November 27, 2000.

     The  Company's  ability to make  payments on any of its existing and future
obligations  is  dependent  on  NIA's  and  the  Republic  of  the  Philippines'
performance of their obligations under the Project Agreement and the Performance
Undertaking,  respectively.  No  shareholders,  partners  or  affiliates  of the
Company, including MidAmerican,  and no directors,  officers or employees of the
Company  will  guarantee  or be in any way liable for  payment of the  Company's
obligations.  As a result, payment of the Company's obligations depends upon the
availability  of  sufficient  revenues  from the  Company's  business  after the
payment of operating expenses.

     NIA's  payments  of  obligations   under  the  Project  Agreement  will  be
substantially  denominated  in United States  dollars and are expected to be the
Company's sole source of operating revenues. Because of the Company's dependence
on NIA, any material failure of NIA to fulfill its obligations under the Project
Agreement and any material failure of the Republic of the Philippines to fulfill
its obligations under the Performance Undertaking would significantly impair the
ability of the Company to meet its existing and future obligations.

     There are pending bills before the  Philippine  Congress and the Philippine
Senate aimed at restructuring  the electric  industry,  privatization of the NPC
and introduction of a competitive  electricity market, among others. The passage
of the  bills  may have an impact on the  Company's  future  operations  and the
industry as a whole, the effect of which is not yet determinable and estimable.

8.       Fair Value of Financial Instruments

     Financial Accounting Standards Board (FASB) Statement No. 107, "Disclosures
About Fair Value of Financial Instruments",  defines the fair value of financial
instruments  as the  amount at which the  instruments  could be  exchanged  in a
current transaction  between willing parties.  Although management uses its best
judgment in estimating the fair value of these financial instruments,  there are
inherent  limitations in any  estimation  technique.  Therefore,  the fair value
estimates  presented  herein are not necessarily  indicative of the amounts that
the Company could realize in a current transaction.

     The methods and assumptions used to estimate fair value are as follows:

     Other financial instruments

     Financial  instruments  other  than  notes and bonds  payable of a material
     nature fall into the  definition of short-term  and fair value is estimated
     as the carrying amount.

     Notes and Bonds Payable

     The fair value of the Company's notes and bonds payable are estimated based
     on the  quoted  market  prices  for the same or  similar  issues  or on the
     current  rates  offered  to the  Company  for  debt  of the  same  maturing
     maturities.

     The carrying  amounts in the table below are included  under the  indicated
     captions in Note 4 (in thousands).

                              1999                     1998
  ----------------------------------------------------------------------
                      Carrying    Estimated    Carrying     Estimated
                         Value   Fair Value       Value    Fair Value

  FRNs                $ 75,000      $73,500    $ 75,000       $62,250
  Series A Notes       125,000      121,962     125,000        97,938
  Series B Bonds       171,500      166,527     171,500       144,060
  ----------------------------------------------------------------------
                      $371,500     $361,989    $371,500      $304,248
  ======================================================================


9.       Registration with the Board of Investments (BOI)

     The Company is registered with the BOI of the Philippines as a new operator
of hydroelectric  power plant with pioneer status under the Omnibus  Investments
Code of 1987 (Executive Order No. 226). Under the terms of its registration, the
Company is entitled to certain  incentives  which  include an income tax holiday
for a minimum  of six years  from the start of  commercial  operations;  tax and
duty-free  importation  of capital  equipment;  tax credits on domestic  capital
equipment;  and,  exemption  from customs duties and national  internal  revenue
taxes for the importation and  unrestricted  use of the consigned  equipment for
the  development,  construction,  start-up,  testing and  operation of the power
plant.  The  registration  also  requires,  among others,  the  maintenance of a
debt-to-equity  ratio  not  exceeding  75:25  upon  commencement  of  commercial
operations.

<PAGE>

Item 9:  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

          Not Applicable

<PAGE>

PART III

Item 10.  Directors and Executive Officers of the Company

         The following  table sets forth the names,  ages,  and positions of the
directors and executive officers of the Company:

NAME                  AGE              POSITION

David L. Sokol        43      Director and Chairman
Gregory E. Abel       37      Vice Chairman and Chief Executive Officer
Robert S. Silberman   42      Director and President
Patrick J. Goodman    33      Director, Senior Vice President and Chief
                                Financial Officer
Steven A. McArthur    42      Senior Vice President
Douglas L. Anderson   42      Vice President, General Counsel and
                               Assistant Secretary
David A. Baldwin      35      Director, Vice President and General Manager
Jose R. Sandejas      62      Director and Corporate Secretary
Marivic Espiritu      32      Director and Assistant Corporate Secretary
Jose Jaime Cruz       29      Director
Scott LaPrairie       42      Director
Rachael Hernandez     32      Director
James D. Stallmeyer   42      Vice President
Edward F. Bazemore    62      Vice President - Human Resources
Brian K. Hankel       37      Vice President and Treasurer

         Directors  of the Company are elected  annually and hold office until a
successor is elected. Executive officers are chosen from time to time by vote of
the Board of Directors.  Pursuant to the terms of the Stockholders Agreement, CE
Casecnan  Ltd.  is entitled  to elect  seven of the  directors,  and each of the
minority investors is entitled to elect one director.

         David L. Sokol.  In addition to serving as a Director  and  Chairman of
the Company,  Mr. Sokol has been Chief  Executive  Officer of MidAmerican  since
April 19, 1993 and served as President of MidAmerican  from April 19, 1993 until
January 21, 1995.  Mr. Sokol has been  Chairman of the Board of Directors  since
May 1994 and a director of MidAmerican since March 1991.  Formerly,  among other
positions  held in the  independent  power  industry,  Mr.  Sokol  served as the
President and Chief Executive  Officer of Kiewit Energy  Company,  which at that
time was a wholly owned subsidiary of PKS, and Ogden Projects, Inc.

          Gregory E. Abel. In addition to serving as Chief Executive  Officer of
the Company,  Mr. Abel is President and Chief Operating  Officer of MidAmerican.
Mr. Abel joined MidAmerican in 1992. Mr. Abel is a Chartered Accountant and from
1984 to 1992 he was  employed  by  Price  Waterhouse.  As a  Manager  in the San
Francisco  office of Price  Waterhouse,  he was  responsible  for clients in the
energy industry.

         Robert S.  Silberman.  In addition to serving as Director and President
of the  Company,  Mr.  Silberman  is President  and Chief  Operating  Officer of
CalEnergy  Generation,  a group of subsidiaries of  MidAmerican.  Mr.  Silberman
joined  MidAmerican in 1995.  Prior to that, Mr.  Silberman  served as Executive
Assistant to the Chairman and Chief  Executive  Officer of  International  Paper
Company,  as  Director  of  Project  Finance  and  Implementation  for the Ogden
Corporation and as a Project Manager in Business  Development for Allied Signal,
Inc. He has also served as Assistant Secretary of the Army for the United States
Department of Defense.

          Patrick J.  Goodman.  In addition to serving as Director,  Senior Vice
President  and Chief  Financial  Officer  for the  Company,  he is  Senior  Vice
President  and Chief  Financial  Officer for  MidAmerican.  Mr.  Goodman  joined
MidAmerican  in June 1995,  and served as  Manager of  Consolidation  Accounting
until  September  1996 when he was  promoted  to  Controller.  Prior to  joining
MidAmerican,  Mr. Goodman was a financial manager for National Indemnity Company
and a senior associate at Coopers & Lybrand.

          Steven A.  McArthur.  Mr.  McArthur  is a Senior  Vice  President  and
Secretary of MidAmerican. Mr. McArthur joined MidAmerican in February 1991. From
1988 to 1991 he was an attorney  in the  Corporate  Finance  Group at Shearman &
Sterling  in San  Francisco.  From  1984  to  1988,  he was an  attorney  in the
Corporate Finance Group at Winthrop, Stimson, Putnam & Roberts in New York.

          Douglas L. Anderson. In addition to serving as Vice President, General
Counsel and Assistant Secretary for the Company,  Mr. Anderson is Vice President
and Assistant  General  Counsel of MidAmerican  and General Counsel of CalEnergy
Generation.  Mr. Anderson joined MidAmerican in February 1993. From 1990 to 1993
Mr.  Anderson was a business  attorney  with Fraser,  Stryker,  Vaughn,  Meusey,
Olson,  Boyer & Bloch,  P.C.  in Omaha  and  prior  to that Mr.  Anderson  was a
principal in the firm Anderson & Anderson.

          David A. Baldwin.  In addition to serving as Director,  Vice President
and General  Manager for the Company,  he is General  Manager,  Philippines  for
MidAmerican.  From  December  1996 to June  1997,  Mr.  Baldwin  served  as Vice
President,  Project  Development  for Asia Power Ltd. In Hong Kong. From October
1994 to December 1996, Mr. Baldwin was Project Director at SouthPac  Corporation
Ltd. In New Zealand and,  prior to that, he held a series of project  management
and engineering  positions at Shell  International  in the  Neatherlands and New
Zealand.

          Jose R.  Sandejas.  In addition to serving as a Director and Corporate
Secretary  of the  Company,  Mr.  Sandejas  is a  partner  with  the law firm of
Quisumbing Torres & Evangelista.

          Marivic  Espiritu.  In addition to serving as a Director and Assistant
Corporate Secretary of the Company,  Ms. Espiritu is a partner with the law firm
of Quisumbing Torres & Evangelista.

          Jose Jaime Cruz.  In addition to serving as a Director of the Company,
Mr. Cruz is an attorney with the law firm of Quesumbing Torres & Evangelista.

          Scott LaPrairie.  In addition to serving as a Director of the Company,
Mr. LaPrairie is President and Chief Executive Officer of the LaPrairie Group of
Companies.

          Rachael  Hernandez.  In  addition  to  serving  as a  Director  of the
Company,  Ms. Hernandez is Corporate  Counsel for the Company and certain of its
affiliates.

          James D.  Stallmeyer.  In addition to serving as Vice President of the
Company,  Mr. Stallmeyer is Commercial  Director and General Counsel of Northern
Electric. Mr. Stallmeyer joined the Company in 1993. Mr. Stallmeyer practiced in
the public  finance and banking areas at Chapman and Cutler in Chicago from 1984
to 1987 and in the  corporate  finance  department  from 1989 to 1993.  Prior to
that, Mr.  Stallmeyer  was an attorney in the public  finance  department of the
Chicago office of Skadden,  Arps, Slate, Meagher & Flom in 1987 and 1988 and was
a legal writing  instructor at the University of Illinois College of Law in 1988
and 1989.

          Edward F. Bazemore.  In addition to serving as Vice  President,  Human
Resources for the Company,  Mr.  Bazemore also serves as Vice  President,  Human
Resources/IPP  for  MidAmerican.  Mr. Bazemore joined  MidAmerican in 1991. From
1989 to 1991, he was Vice President, Human Resources, at Ogden Projects, Inc. in
New Jersey.  Prior to that Mr Bazemore was Director of Human Resources for Ricoh
Corporation,  also in New Jersey.  Previously,  he was  Director  of  Industrial
Relations for Scripto, Inc. in Atlanta, Georgia.

          Brian  K.  Hankel.  In  addition  to  serving  as Vice  President  and
Treasurer for the Company,  he is Vice President and Treasurer for  MidAmerican.
Mr. Hankel joined  MidAmerican in February 1992 as a Treasury Analyst and served
in that position to December 1995. Mr. Hankel was appointed  Assistant Treasurer
in January 1996 and was appointed  Treasurer in January  1997.  Prior to joining
the Company, Mr. Hankel was a Money Position Analyst at FirsTier Bank of Lincoln
from 1988 to 1992.




<PAGE>

Item 11.  EXECUTIVE COMPENSATION

         None of the  executive  officers or directors  of the Company  receives
compensation  from the Company for  services  as  officers or  directors  of the
Company.  All directors are reimbursed for their expenses in attending board and
committee meetings.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Description of Capital Stock

         As of December 31, 1999,  the  authorized  capital stock of the Company
consisted of  2,148,000  shares of common  stock,  par value 1.00 peso per share
(the "Common  Stock"),  of which 767,162  shares were  outstanding.  There is no
public trading market for the Common Stock. As of December 31, 1999 there were 8
holders of record of the Common  Stock.  Holders of Common Stock are entitled to
one vote per share on any matter coming before the stockholders for a vote.

         The Indenture contains certain restrictions on the payment of dividends
with respect to the Common Stock.

Principal Holders

         The following table sets forth  information  with respect to the shares
of common  stock  owned of record and  beneficially  by all  persons  who own of
record  or are  known by the  Company  to own  beneficially  more than 5% of the
common stock and by all directors and officers of the Company as a group.

                                                  Number Of      Percentage Of

Name and Address of Owner                       Shares Owned* Common Stock Owned

1.   CE Casecnan, Ltd. (1)                         537,005            70%(2)
     a Bermuda corporation
     c/o Conyers Dill & Pearman
     Clarendon House
     P.O. Box 666
     Hamilton, Bermuda HM CX

2.   LaPrairie Group Contractors

     (International), Ltd.                         115,074           15%(3)
     a Barbados corporation
     c/o P.O. . Box 690C
     Bridgetown, Barbados

3.   San Lorenzo Ruiz Builders and Developers

     Group, Inc.                                   115,074           15%(3)(4)
     a Philippine corporation
     Violago Compound
     222 East Rodriguez Avenue
     Quezon City, Philippines

*In  addition,  each  director of the  Company  owns one share in the Company as
required by Philippine law.

         (1)      MidAmerican indirectly owns CE Casecnan, Ltd., a Bermuda
corporation which is the registered owner of the shares.

         (2)  Number of shares  owned  subject  to  upward  adjustment  based on
projected level of financial return to MidAmerican  from the Project  calculated
at the time of Completion  and the absence of the timely  exercise of the option
specified in note (4) below.

         (3) Number of shares owned and  percentages  owned  subject to downward
adjustment  based on projected level of financial return to MidAmerican from the
Project  calculated  at  the  time  of  Completion.   Neither  of  the  minority
shareholders  will  have a  major  role  in  the  development,  construction  or
operation of the Casecnan project.

         (4) During 1998, MidAmerican purchased  substantially all of the shares
held by San Lorenzo  Ruiz  Builders  and  Developers  Group Inc.;  however,  San
Lorenzo has an option to repurchase those shares at project completion.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Not Applicable.

<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company has duly caused this report to be signed on
its behalf by the undersigned,  thereunto duly authorized, in the City of Omaha,
State of Nebraska, on March 27, 2000.

                                      CE CASECNAN WATER AND ENERGY COMPANY, INC.



                                            By:      /s/ Robert S. Silberman*
                                                     Robert S. Silberman
                                                     President

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Company  has caused  this  report to be signed by the  following  persons in the
capacities and on the dates indicated:

Signature                  Title                                         Date

/s/ David L. Sokol*     Director and Chairman of the Board        March 27, 2000
David L. Sokol

/s/ Robert S. Silberman*Director, President and Chief Operating   March 27, 2000
Robert S. Silberman        Officer (Principal Executive Officer)

/s/ Patrick J. Goodman* Director, Senior Vice President and
Patrick J. Goodman         Chief Financial Officer                March 27, 2000
                          (Principal Financial Officer)

/s/ Rachael Hernandez*  Director                                  March 27, 2000
Rachael Hernandez

/s/ Marivic Espiritu*   Director                                  March 27, 2000
Marivic Espiritu

/s/ David A. Baldwin*   Director                                  March 27, 2000
David A. Baldwin

/s/ Jose Jaime Cruz*    Director                                  March 27, 2000
Jose Jaime Cruz

/s/ Jose R. Sandejas*   Director                                  March 27, 2000
Jose R. Sandejas


*By: /s/ Douglas L. Anderson
     Douglas L. Anderson
     Attorney-in-Fact

<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.       Description of Exhibit

3.1               Articles of  Incorporation  of the Company  (incorporated  by
                  reference  to Exhibit 3.1 the  Company's  Registration
                  Statement on Form S-4, as amended, dated January 25, 1996
                  ("Form S-4")).

3.2               By-laws of the Company (incorporated by reference to Exhibit
                  3.2 the Company's Form S-4).

4.1(a)            Trust  Indenture,  dated as of November  27, 1995,  between
                  Chemical  Trust  Company of  California  and the Company
                  (incorporated by reference to Exhibit 4.1(a) the Company's
                  Form S-4).

4.1(b)            First  Supplemental  Indenture,  dated as of April  10,  1996,
                  between  Chemical  Trust Company of California and the Company
                  (incorporated  by reference to Exhibit 4.1(b) to the Company's
                  Form S-4).

4.2               Exchange and Registration Rights Agreement,  dated as of
                  November 27, 1995, by and among CS First Boston Corporation,
                  Bear  Stearns & Co.  Inc.,  Lehman  Brothers  Inc.  and the
                  Company  (incorporated  by  reference  to Exhibit 4.2 the
                  Company'sForm S-4).

4.3               Collateral  Agency and  Intercreditor  Agreement,  dated as of
                  November  27, 1995,  by and among  Chemical  Trust  Company of
                  California,  Far East  Bank & Trust  Company  and the  Company
                  (incorporated  by reference to Exhibit 4.3 the Company's  Form
                  S-4).

4.4               Mortgage  and  Security  Agreement,  dated as of November  10,
                  1995,  by and among CE Casecnan  Ltd.,  Kiewit  Energy
                  International  (Bermuda)  Ltd.,  La Prairie Group  Contractors
                  (International)  Ltd.,  San Lorenzo Ruiz Builders and
                  Developers  Group,  Inc.,  Chemical  Trust  Company of
                  California,  Far East Bank & Trust  Company  and the  Company
                  (incorporated by reference to Exhibit 4.4 the Company's Form
                  S-4).

4.6               Deposit and Disbursement  Agreement,  dated as of November 27,
                  1995,  by and among the  Company,  Chemical  Trust  Company of
                  California,    Kiewit   Energy   Company   and   the   Company
                  (incorporated by reference to the Company's Form S-4).

4.7               Consent  of  NIA,  dated  as of  November  10,  1995,  to  the
                  assignment  of  the  Amended  and  Restated  Casecnan  Project
                  Agreement  (incorporated  by  reference  to Exhibit 4.7 to the
                  Company's Form S-4).

4.8               Consent of the  Republic of  Philippines,  dated  November 10,
                  1995, to the assignment of the Performance Undertaking and the
                  Amended and Restated Casecnan Project Agreement  (incorporated
                  by reference to Exhibit 4.8 to the Company's Form S-4).

4.9               Consent of Hanbo Corporation and You One Engineering and
                  Construction  Company,  Ltd., dated as of November 17, 1995,
                  to the assignment of the  Engineering,  Procurement and
                  Construction  Contract  (incorporated by reference to Exhibit
                  4.9 to the Company's Form S-4).

4.10              Consent of Hanbo Steel,  dated as of November 17, 1995, to the
                  assignment  of the Guaranty of  Engineering,  Procurement  and
                  Construction  Contract  (incorporated  by reference to Exhibit
                  4.10 to the Company's Form S-4).

4.11              Notification,  dated as of November 27, 1995, from the Company
                  to Korea  First Bank,  of the  assignment  of the  Irrevocable
                  Letter of Credit (incorporated by reference to Exhibit 4.11 to
                  the Company's Form S-4).

10.1              Amended and Restated Casecnan Project  Agreement,  dated as of
                  June 26, 1995, between the National Irrigation  Administration
                  and theCompany  (incorporated by reference to Exhibit 10.1 the
                  Company's Form S-4).

10.2              Performance  Undertaking,  dated as of July 20, 1995, executed
                  by the  Secretary  of Finance on behalf of the Republic of the
                  Philippines  (incorporated by reference to Exhibit 10.2 to the
                  Company's Form S-4).

10.3              Engineering,  Procurement and Construction  Contract,  dated
                  as of October 10, 1995, by and among Hanbo  Corporation,
                  You One Engineering and  Construction  Company,  Ltd. and the
                  Company  (incorporated by reference to Exhibit 10.3 the
                  Company's Form S-4)

10.4              Master  Equipment  Lease  Agreement,  dated as of November  1,
                  1995,  between You One  Engineering  and  Construction
                  Company, Ltd. and the Company (incorporated by reference to
                  Exhibit 10.4 the Company's Form S-4).

10.5              Sublease  Agreement No. 1, dated as of November 1, 1995,
                  between You One Engineering and Construction  Company,  Ltd.
                  and the Company (incorporated by reference to Exhibit 10.5 the
                  Company's Form S-4).

10.6              Guaranty  of   Engineering,   Procurement   and   Construction
                  Contract,  dated as of  November  13,  1995,  by  Hanbo  Steel
                  guaranteeing  the  performance  of the  obligations  of  Hanbo
                  Corporation and You One Engineering and Construction  Company,
                  Ltd.  under  the  Engineering   Procurement  and  Construction
                  Contract  (incorporated  by  reference  to Exhibit 10.6 to the
                  Company's Form S-4).

10.7              Korea First Bank  Irrevocable  Letter of Credit  issued to the
                  Company    in    the    aggregate    principal    amount    of
                  U.S.$117,850,000.00   to  support  the  obligations  of  Hanbo
                  Corporation and You One Engineering and Construction  Company,
                  Ltd.  under  the  Engineering,  Procurement  and  Construction
                  Contract  (incorporated  by  reference  to Exhibit 10.7 to the
                  Company's Form S-4).

10.8              Engineering,  Procurement and Construction  Contract dated May
                  7, 1997  between  the  Company  and CP  Casecnan -  Consortium
                  (incorporated  by reference  to Exhibit 10.8 to the  Company's
                  Form 10-K dated December 31, 1998).

10.9              Amendment Agreement dated November 20, 1999 between the
                  Company and CP Casecnan - Consortium.

24                Power of Attorney

27                Financial Data Schedule