UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                       For the quarter ended June 30, 2002

                          Commission File No. 333-89521

                               CE GENERATION, LLC
             (Exact name of registrant as specified in its charter)

     Delaware                                                    47-0818523
-----------------                                           -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 Incorporation or organization)                             Identification No.)

302 South 36th Street, Suite 400-2 Omaha, NE                     68131
--------------------------------------------                   ----------
(Address of principal executive offices)                       (Zip Code)

       Registrant's telephone number, including area code: (402) 341-4500
                                                           --------------

       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
                                              ---      ---

     The members'  equity  accounts are held 50% by MidAmerican  Energy Holdings
Company and 50% by El Paso Merchant  Energy North  America  Company as of August
14, 2002.



<PAGE>


TABLE OF CONTENTS

Part I    Financial Information..........................................     1
     Item 1.  Financial Statements.......................................     3
     Item 2.  Management's Discussion and Analysis of Financial Condition
                and Results of Operations ...............................    10
Part II   Other Information..............................................    17
     Item 1.  Legal Proceedings..........................................    17
     Item 2.  Changes in Securities and Use of Proceeds..................    17
     Item 3.  Defaults on Senior Securities..............................    17
     Item 4.  Submission of Matters to a Vote of Security Holders........    17
     Item 5.  Other Information..........................................    17
     Item 6.  Exhibits and Reports on Form 8-K...........................    17

Signatures...............................................................    18


<PAGE>

                         INDEPENDENT ACCOUNTANTS' REPORT


Board of Managers
CE Generation, LLC
Omaha, Nebraska

     We  have  reviewed  the  accompanying  consolidated  balance  sheet  of  CE
Generation,  LLC and subsidiaries  (collectively,  the "Company") as of June 30,
2002,  and  the  related   consolidated   statements  of  operations  and  other
comprehensive  income for the three-month  and six-month  periods ended June 30,
2002 and 2001 and of cash flows for the six month  periods  ended June 30,  2002
and 2001.  These financial  statements are the  responsibility  of the Company's
management.

     We conducted our review in accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial data and of making inquiries of persons  responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing  standards  generally  accepted in the United States of
America,  the objective of which is the  expression of an opinion  regarding the
financial  statements taken as a whole.  Accordingly,  we do not express such an
opinion.

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

     We have previously audited, in accordance with auditing standards generally
accepted in the United States of America,  the consolidated  balance sheet of CE
Generation,  LLC and  subsidiaries  as of  December  31,  2001,  and the related
consolidated  statements of operations and other comprehensive income,  members'
equity and cash flows for the year then ended (not presented herein); and in our
report  dated  January 17, 2002  (March 1, 2002 as to Note 9A) we  expressed  an
unqualified opinion on those consolidated financial statements.  In our opinion,
the information set forth in the accompanying  consolidated  balance sheet as of
December 31, 2001 is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.



/s/  Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Omaha, Nebraska
August 2, 2002

                                      -2-
<PAGE>


                       CE GENERATION, LLC AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                              June 30,      December 31,
                                                                2002            2001
                                                             -----------    ------------
                                                             (unaudited)
<S>                                                          <C>            <C>
ASSETS
Cash and cash equivalents ................................   $    37,053    $    34,870
Restricted cash ..........................................        50,419         17,025
Accounts receivable, net of allowance for
  doubtful accounts of $5,141 and $24,754 ................        72,906        128,725
Prepaid expenses and other assets ........................        12,366          7,178
Inventory ................................................        22,749         23,705
Due from affiliates ......................................            --            132
                                                             -----------    -----------
Total current assets .....................................       195,493        211,635

Restricted cash ..........................................        12,925         14,009
Properties, plants, contracts and equipment, net .........     1,265,264      1,287,668
Excess of cost over fair value of net assets acquired, net       265,897        265,897
Note receivable from related party .......................       138,843        139,896
Deferred financing charges and other assets ..............        11,061         13,014
                                                             -----------    -----------
Total assets .............................................   $ 1,889,483    $ 1,932,119
                                                             ===========    ===========

LIABILITIES AND MEMBERS' EQUITY
Liabilities:
Accounts payable .........................................   $     3,129    $     8,766
Accrued interest .........................................         3,474          3,674
Interest rate swap liability .............................        16,762         16,295
Other accrued liabilities ................................        31,479         42,037
Due to affiliates ........................................           175             --
Current portion of long term debt ........................        85,846         85,036
                                                             -----------    -----------
Total current liabilities ................................       140,865        155,808

Project loans ............................................       142,858        163,142
Salton Sea notes and bonds ...............................       477,634        491,678
Senior secured bonds .....................................       347,400        356,400
Deferred income taxes ....................................       253,935        237,882
                                                             -----------    -----------
Total liabilities ........................................     1,362,692      1,404,910

Minority interest ........................................        56,692         59,832

Commitments and contingencies (Note 3)
Members' equity ..........................................       478,213        475,073
Accumulated other comprehensive loss .....................        (8,114)        (7,696)
                                                             -----------    -----------
Total equity .............................................       470,099        467,377
                                                             -----------    -----------

Total liabilities and members' equity ....................   $ 1,889,483    $ 1,932,119
                                                             ===========    ===========
</TABLE>

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

                                      -3-
<PAGE>

                       CE GENERATION, LLC AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME
                             (AMOUNTS IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                              Three Months Ended        Six Months Ended
                                                    June 30,                June 30,
                                                2002         2001        2002         2001
                                            ---------    ---------   ---------    ---------
<S>                                         <C>          <C>         <C>          <C>
 Revenues:

 Sales of electricity and steam .........   $ 114,697    $ 124,047   $ 239,942    $ 272,033

 Interest and other income ..............       2,800        5,358       4,965        7,059
                                            ---------    ---------   ---------    ---------

 Total revenues .........................     117,497      129,405     244,907      279,092

 Cost and Expenses:

 Fuel ...................................      30,116       29,774      59,269       66,462

 Plant operations .......................      36,152       32,877      68,430       66,693

 Depreciation and amortization ..........      21,606       22,862      42,414       43,512

 Interest expense .......................      19,613       20,184      39,158       41,171
                                            ---------    ---------   ---------    ---------

 Total expenses .........................     107,487      105,697     209,271      217,838
                                            ---------    ---------   ---------    ---------

 Income before provision for income taxes      10,010       23,708      35,636       61,254

 Provision for income taxes .............       2,451        5,035       8,409       17,510
                                            ---------    ---------   ---------    ---------

 Income before minority interest and
 cumulative effect of accounting change .       7,559       18,673      27,227       43,744

 Minority interest ......................       4,361        1,301       9,687        6,198
                                            ---------    ---------   ---------    ---------

 Income before cumulative effect
 of accounting change ...................       3,198       17,372      17,540       37,546

 Cumulative effect of accounting
 change, net of tax .....................          --           --          --      (15,386)
                                            ---------    ---------   ---------    ---------

 Net income .............................   $   3,198    $  17,372   $  17,540    $  22,160
                                            =========    =========   =========    =========

Other comprehensive income (loss):
Cumulative effect of change in accounting
principle, net of tax ...................          --           --          --       (5,954)

Unrealized gain (loss) on cash flow
hedges, net of tax ......................      (1,609)       1,031        (418)          78
                                            ---------    ---------   ---------    ---------

Comprehensive income ....................   $   1,589    $  18,403   $  17,122    $  16,284
                                            =========    =========   =========    =========
</TABLE>


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

                                      -4-
<PAGE>

                       CE GENERATION, LLC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (AMOUNTS IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                       Six Months Ended
                                                                           June 30,
                                                                       2002         2001
                                                                     ---------    ---------
<S>                                                                  <C>          <C>
Cash flows from operating activities:
Net income .......................................................   $  17,540    $  22,160
Adjustments to reconcile net income to cash flows from
  operating activities:
Cumulative effect of change in accounting
  principle, net of tax ........................................          --         15,386
Depreciation and amortization ....................................      42,414       43,512
Provision for deferred income taxes ..............................      15,939      (25,998)
Distributions to minority interest less than (in excess) of income      (3,140)         540
Changes in other items:
Accounts receivable ..............................................      55,819        8,501
Due from affiliates ..............................................         307         (443)
Accounts payable and other accrued liabilities ...................     (16,395)      22,201
Inventory ........................................................         956        4,464
Other assets .....................................................      (3,121)       1,459
                                                                     ---------    ---------

Net cash flows from operating activities .........................     111,319       91,782

Cash flows from investing activities:
Capital expenditures .............................................     (19,908)     (11,677)
Decrease/(Increase) in restricted cash ...........................       1,084       (5,170)
                                                                     ---------    ---------
                                                                       (18,824)     (16,847)
                                                                     ---------    ---------
Net cash flows from investing activities

Cash flows from financing activities:
Repayment of project loans .......................................     (42,518)     (33,743)
Distributions ....................................................     (14,400)          --
Decrease (increase) in restricted cash ...........................     (33,394)         256
                                                                     ---------    ---------
Net cash flows from financing activities .........................     (90,312)     (33,487)
                                                                     ---------    ---------

Net increase in cash and cash equivalents ........................       2,183       41,448
Cash and cash equivalents at beginning of period .................      34,870       36,152
                                                                     ---------    ---------

Cash and cash equivalents at end of period .......................   $  37,053    $  77,600
                                                                     =========    =========

Supplemental disclosure:
Interest paid ....................................................   $  37,960    $  40,581
                                                                     =========    =========
Income taxes paid ................................................   $     559    $   9,544
                                                                     =========    =========

</TABLE>

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

                                      -5-
<PAGE>

                       CE GENERATION, LLC AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  GENERAL

In the opinion of the management of CE Generation,  LLC ("CE  Generation" or the
"Company") the accompanying  unaudited consolidated financial statements contain
all adjustments  (consisting of normal recurring  accruals) necessary to present
fairly the financial  position as of June 30, 2002 and the results of operations
for the three and the six months ended June 30, 2002 and 2001 and cash flows for
the six months ended June 2002 and 2001.  The results of operations  for the six
months ended June 30, 2002 are not  necessarily  indicative of the results to be
expected for the full year.

The unaudited  consolidated  financial  statements  shall be read in conjunction
with the consolidated  financial statements included in the CE Generation annual
report on Form 10-K for the year ended December 31, 2001.

Certain  prior year  amounts  have been  reclassified  in order to conform  with
current year classifications.

2.  ACCOUNTING POLICIES

Effective January 1, 2001, CE Generation changed its accounting policy for major
maintenance,  overhaul and well workover costs.  These costs,  had  historically
been accounted for using deferral and accrual  methods,  and are now expensed as
incurred.   The  Company  recorded  a  cumulative   effect  of  this  change  of
approximately  $15.4 million,  net of tax of approximately $9.9 million,  in the
six months ended June 30, 2001.

CE Generation adopted Statement of Financial Accounting Standard (SFAS) No. 133,
Accounting  for  Derivative  Instruments  and  Hedging  Activities,  as  amended
effective  January 1, 2001.  As a result of the  adoption  of SFAS No.  133,  CE
Generation recorded the fair value of the liability associated with the interest
rate swap agreements at January 1, 2001, which was  approximately  $6.0 million,
net of tax of  approximately  $4.0 million.  These interest rate swap agreements
are  considered  cash flow  hedges  and  therefore  the  offset is  recorded  in
accumulated other  comprehensive  income. The adoption did not have an impact on
net income or cash flows.

On January 1, 2002,  CE  Generation  adopted  SFAS No. 142,  Goodwill  and Other
Intangible  Assets,  which  establishes the accounting for acquired goodwill and
other intangible assets, and provides goodwill and  indefinite-lived  intangible
assets will not be  amortized,  but will be tested for  impairment  on an annual
basis.  CE  Generation's  related  amortization   consists  solely  of  goodwill
amortization,  which has no income tax effect.  Following is a reconciliation of
net income as originally reported for the three and six month periods ended June
30, 2002 and 2001, to adjusted net income (in thousands):

                                Three Months         Six Months
                               Ended June 30,      Ended June 30,
                               2002      2001      2002      2001
                             -------   -------   -------   -------

     Reported net income .   $ 3,198   $17,372   $17,540   $22,160
     Goodwill amortization        --     2,397        --     4,795
                             -------   -------   -------   -------
     Adjusted net income .   $ 3,198   $19,769   $17,540   $26,955
                             =======   =======   =======   =======

                                      -6-
<PAGE>

The following  table  summarizes the acquired  intangible  assets as of June 30,
2002 (in thousands):

                              Gross Carrying      Accumulated
                                   Amount         Amortization
                              --------------      ------------
Amortized Intangible Assets:
  Power Purchase Contracts      $313,183            $189,952
  Patented Technology             46,290              14,420
                                --------            --------
    Total                       $359,473            $204,373
                                ========            ========

Amortization expense on acquired intangible assets was $4.6 and $9.1 million for
the three and six month  periods  ended June 30,  2002.  CE  Generation  expects
amortization  expense on acquired  intangible  assets to be $9.1 million for the
remainder of fiscal 2002,  $18.1  million for 2003 and $14.9 million for each of
the four succeeding fiscal years.

In accordance  with SFAS No. 142, CE  Generation  has  determined  its reporting
units and  completed  the  transitional  impairment  testing of  goodwill in the
second quarter  primarily using a discounted cash flow methodology as of January
1, 2002. No impairment was indicated as a result of the transitional  impairment
test.

In August  2001,  FASB  issued  SFAS No. 143,  Accounting  for Asset  Retirement
Obligations.  This standard  addresses  financial  accounting  and reporting for
obligations  related to the  retirement  of tangible  long-lived  assets and the
related  asset  retirement  costs.  SFAS No. 143 is effective  for the Company's
fiscal year beginning January 1, 2003.  Management has not quantified the impact
this standard will have on the Company's consolidated financial statements.

In October 2001, FASB issued SFAS No. 144, Accounting for Impairment or Disposal
of Long-Lived Assets. The standard addresses financial  accounting and reporting
for the  impairment  or disposal of  long-lived  assets.  There was no financial
statement  impact as a result of CE  Generation's  adoption  of SFAS No.  144 on
January 1, 2002.

3.  COMMITMENTS AND CONTINGENCIES

     A.   SOUTHERN CALIFORNIA EDISON AND THE CALIFORNIA POWER EXCHANGE

Southern  California  Edison  ("Edison"),  a  wholly-owned  subsidiary of Edison
International,  is a  public  utility  primarily  engaged  in  the  business  of
supplying   electric  energy  to  retail   customers  in  Central  and  Southern
California,  excluding Los Angeles. Due to reduced liquidity,  Edison had failed
to pay approximately $119 million owed under the power purchase  agreements with
the Imperial Valley Projects (excluding the Salton Sea V and Turbo Projects) for
power  delivered in the fourth  quarter 2000 and the first quarter 2001.  Due to
Edison's  failure to pay contractual  obligations,  the Imperial Valley Projects
(excluding the Salton Sea V and Turbo Projects) had established an allowance for
doubtful accounts of approximately $21 million as of December 31, 2001.

The final payment was received March 1, 2002.  Following the receipt of Edison's
payment  of past  due  balances,  the  Imperial  Valley  Projects  released  the
remaining allowance for doubtful accounts.

As a result of  uncertainties  related  to  Edison,  the  letter of credit  that
supports the debt service reserve fund at Salton Sea Funding Corporation has not
been extended  beyond its current July 2004  expiration  date, and as such, cash
distributions  are not available to CE  Generation  until the Salton Sea Funding
Corporation  debt service reserve fund of  approximately  $67.6 million has been
funded or the letter of credit has been extended beyond its July 2004 expiration
date or replaced.

In January 2001, the California Power Exchange ("PX") declared bankruptcy.  As a
result,  the Salton Sea V and Turbo Projects have not received payment for power
sold under the Transaction  Agreements  during December 2000 and January 2001 of
approximately  $3.8 million.  The Imperial Valley  Projects have  established an
allowance  for  doubtful  accounts for the full amount of this  receivable.  The
Project entities will vigorously pursue collection.

                                      -7-
<PAGE>

Edison has failed to pay  approximately  $3.9 million of capacity bonus payments
for the months from  October  2001  through May 2002.  On December  10, 2001 the
Imperial  Valley  Projects  (excluding  the Salton Sea I, Salton Sea V and Turbo
Projects)  filed a  lawsuit  against  Edison  in  California's  Imperial  County
Superior  Court  seeking a court  order  requiring  Edison to make the  required
capacity bonus payments  under the Power  Purchase  Agreements.  Due to Edison's
failure to pay these contractual obligations,  the Imperial Valley Projects have
established an allowance for doubtful  accounts of  approximately  $1.3 million.
The Project  entities are vigorously  pursuing  collection of the capacity bonus
payments.

     B.   ENVIRONMENTAL LIABILITIES

The  Company is subject to numerous  legislative  and  regulatory  environmental
protection  requirements  involving air and water pollution,  waste  management,
hazardous chemical use, noise abatement, and land use aesthetics.

State and federal  environmental laws and regulations currently have, and future
modifications  may  have,  the  effect of (i)  increasing  the lead time for the
construction of new facilities,  (ii) significantly increasing the total cost of
new  facilities,   (iii)  requiring   modification  of  the  Company's  existing
facilities,  (iv)  increasing the risk of delay on  construction  projects,  (v)
increasing   the  Company's  cost  of  waste  disposal  and  (vi)  reducing  the
reliability  of  service  provided  by the  Company  and the  amount  of  energy
available  from  the  Company's  facilities.  Any of  such  items  could  have a
substantial  impact on amounts  required  to be  expended  by the Company in the
future.  Expenditures for ongoing compliance with environmental regulations that
relate to  current  operations  are  expensed  or  capitalized  as  appropriate.
Expenditures that relate to an existing condition caused by past operations, and
which do not contribute to current or future revenue  generation,  are expensed.
Liabilities   are  recorded  when   environmental   assessments   indicate  that
remediation  efforts are  probable  and the costs can be  reasonably  estimated.
Estimates of the liability are based upon currently  available  facts,  existing
technology and presently enacted laws and regulations  taking into consideration
the likely  effects of  inflation  and other social and  economic  factors,  and
include  estimates of associated legal costs.  These amounts also consider prior
experience in remediating sites, other companies'  clean-up  experience and data
released by the Environmental  Protection Agency or other  organizations.  These
estimated  liabilities are subject to revision in future periods based on actual
costs or new circumstances,  and are included in the accompanying balance sheets
at their  undiscounted  amounts.  As of June 30, 2002 and December 31, 2001, the
environmental  liabilities  recorded on the balance  sheet were $3.0 million and
$4.2 million, respectively.

4.  RELATED PARTY TRANSACTIONS

MidAmerican Energy Holdings Company ("MEHC") provides certain administrative and
management services to CE Generation,  and MEHC's executive,  financial,  legal,
tax and other  corporate  staff  departments  perform  certain  services  for CE
Generation.  Expenses  incurred  by MEHC  and  allocated  to CE  Generation  are
estimated based on the individual services and expense items provided. Allocated
expenses totaled approximately $.7 million and $1.0 million for the three months
and $1.3  million and $1.9  million  for the six months  ended June 30, 2002 and
2001, respectively, and are included in plant operations expense.

On August 1, 2002, the  Administrative  Services  Agreement  between MEHC and CE
Generation  was amended to provide for a fixed  monthly fee in lieu of allocated
expenses.  The fixed fee,  which is  retroactive to January 1, 2002, is $258,333
per month.

On September 29, 2000,  Salton Sea Power L.L.C.  (Salton Sea Power) and CE Turbo
LLC ("CE Turbo")  entered into an agreement to sell all available power from the
Salton  Sea V Project  and Turbo  Project  to El Paso  Merchant  Energy  Company
("EPME").  Under the terms of the  agreement,  EPME purchased and sold available
power on behalf of Salton  Sea  Power  and CE  Turbo,  into the  California  ISO
markets.  The purchase price for the available power was equivalent to the value
actually  received  by EPME  for the  sale of such  power,  including  renewable
premiums.

On January 17, 2001,  Salton Sea Power and CE Turbo  entered into a  Transaction
Agreement  to sell  available  power  from the  Salton  Sea V Project  and Turbo
Project to EPME.  Under the terms of the agreement,  at the option of Salton Sea
Power and CE Turbo,  EPME  purchased all  available  power from the Salton Sea V
Project and Turbo Project based on day ahead price quotes received from EPME.

                                      -8-
<PAGE>

On March 27, 2001 and May 1, 2001, the Imperial Valley  Projects  entered into a
Transaction  Agreement to sell  available  power to EPME based on percentages of
the Dow Jones SP-15  Index.  On June 22,  2001,  the  Imperial  Valley  Projects
(excluding the Salton Sea V Project and Turbo Project) ceased selling  available
power to EPME and resumed power sales to Edison.

Pursuant to these agreements, sales to EPME from the Company totaled $.9 million
and  $70.1  million  for  the  three  months  ended  June  30,  2002  and  2001,
respectively  and $3.5  million and $98.3  million for the six months ended June
30, 2002 and 2001,  respectively.  As of June 30, 2002 and  December  31,  2001,
accounts receivable from EPME were $.5 million and $.9 million, respectively.

                                      -9-

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The following is  management's  discussion and analysis of significant  factors,
which have affected CE  Generation,  LLC's ("CE  Generation"  or the  "Company")
financial condition and results of operations during the periods included in the
accompanying  statements  of  operations.  The Company's  actual  results in the
future could differ significantly from the historical results.

FORWARD-LOOKING STATEMENTS

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,  acquisition  uncertainty,   uncertainties
relating  to  geothermal  resources,  uncertainties  relating  to  economic  and
political  conditions  and  uncertainties  regarding the impact of  regulations,
changes in government policy,  industry deregulation and competition.  Reference
is made to all of the Company's SEC filings,  incorporated  herein by reference,
for a description  of such factors.  The Company  assumes no  responsibility  to
update forward-looking information contained herein.

BUSINESS

The  consolidated   financial  statements  reflect  the  consolidated  financial
statements of CE  Generation,  and its  wholly-owned  subsidiaries,  Magma Power
Company ("Magma"), FSRI Holdings, Inc. ("FSRI") and Yuma Cogeneration Associates
("Yuma").

     The following table sets out information concerning CE Generation Projects:

PROJECT              FUEL             COMMERCIAL        CAPACITY      LOCATION
                                      OPERATION

Vulcan               Geothermal       1986              34 MW         California
Del Ranch            Geothermal       1989              38 MW         California
Elmore               Geothermal       1989              38 MW         California
Leathers             Geothermal       1990              38 MW         California
CE Turbo             Geothermal       2000              10 MW         California
Salton Sea I         Geothermal       1987              10 MW         California
Salton Sea II        Geothermal       1990              20 MW         California
Salton Sea III       Geothermal       1989              49.8 MW       California
Salton Sea IV        Geothermal       1996              39.6 MW       California
Salton Sea V         Geothermal       2000              49 MW         California
Power Resources      Gas              1988              200 MW        Texas
Yuma                 Gas              1994              50 MW         Arizona
Saranac              Gas              1994              240 MW        New York

The Vulcan Project, Del Ranch Project,  Elmore Project,  Leathers Project and CE
Turbo  Project are  referred to as the  Partnership  Projects.  The Salton Sea I
Project,  Salton Sea II Project,  Salton Sea III Project,  Salton Sea IV Project
and Salton  Sea V Project  are  referred  to as the  Salton  Sea  Projects.  The
Partnership Projects and the Salton Sea Projects are collectively referred to as
the Imperial  Valley  Projects.  The Power Resources  Project,  Yuma Project and
Saranac Project are collectively referred to as the Gas Projects.

                                      -10-

<PAGE>

CRITICAL ACCOUNTING POLICIES

The  preparation of financial  statements and related  disclosures in conformity
with  accounting  principles  generally  accepted in the United States  requires
management to make judgments,  assumptions and estimates that affect the amounts
reported in the Consolidated Financial Statements and accompanying notes. Note 2
to the  Consolidated  Financial  Statements  in the  Annual  Report on Form 10-K
describes  the  significant   accounting   policies  and  methods  used  in  the
preparation of the Consolidated  Financial  Statements.  Estimates are used for,
but not limited to, the  accounting  for the  allowance  for doubtful  accounts,
impairment of long-lived assets and contingent liabilities. Actual results could
differ from these  estimates.  The following  critical  accounting  policies are
impacted  significantly  by judgments,  assumptions  and  estimates  used in the
preparation of the Consolidated Financial Statements.

Allowance for Doubtful Accounts
-------------------------------

The  allowance  for  doubtful  accounts  is  based  on  our  assessment  of  the
collectibility  of  specific  customer  accounts  and the aging of the  accounts
receivable.  If there is a deterioration of a major customer's credit worthiness
or actual defaults are higher than our historical  experience,  estimates of the
recoverability of amounts due could be adversely affected.

Impairment of Long-Lived Assets
-------------------------------

The  Company's  long-lived  assets  consist  primarily  of  property,  plant and
equipment,  and  intangible  assets with useful lives,  which range from 3 to 40
years,  and  acquired  goodwill.  The Company  believes  the useful lives of its
long-lived assets are reasonable.  The Company evaluates goodwill  impairment on
an annual basis.  The Company also  evaluates  long-lived  assets for impairment
whenever events or changes in  circumstances  indicate the carrying amount of an
asset may not be recoverable.  Triggering events include a significant change in
the  extent or  manner  in which  long-lived  assets  are  being  used or in its
physical  condition,  in legal  factors,  or in the business  climate that could
affect the value of the long-lived assets, including changes in regulation.  The
interpretation  of such events  requires  judgment from management as to whether
such an event has occurred and is required. If an event occurs that could affect
the  carrying  value of the  asset  and  management  does not  identify  it as a
triggering event, future results of operations could be significantly affected.

Upon the occurrence of a triggering  event,  the carrying amount of a long-lived
asset is reviewed to assess  whether the  recoverable  amount has declined below
its carrying  amount.  The  recoverable  amount is the estimated net future cash
flows that the  Company  expects  to  recover  from the future use of the asset,
undiscounted and without interest,  plus the asset's residual value on disposal.
Where the recoverable  amount of the long-lived  asset is less than the carrying
value,  an  impairment  loss would be  recognized to write down the asset to its
fair value which is based on discounted estimated cash flows from the future use
of the asset.

The  estimated  cash flows arising from future use of the asset that are used in
the  impairment  analysis  requires  judgment  regarding  what the Company would
expect to recover from future use of the asset.  Any changes in the estimates of
cash flows  arising  from future use of the asset or the  residual  value of the
asset on disposal based on changes in the market conditions,  changes in the use
of the assets,  management's  plans, the determination of the useful life of the
assets and  technology  change in the industry  could  significantly  change the
calculation  of the fair  value  or  recoverable  amount  of the  asset  and the
resulting  impairment  loss,  which  could  significantly  affect the results of
operations.

On January 1, 2002,  the  Company  adopted  SFAS No.  142,  "Goodwill  and Other
Intangible  Assets",  which dictates the  accounting  for acquired  goodwill and
other intangible assets. SFAS No. 142 requires that amortization of goodwill and
indefinite-lived  intangible  assets be discontinued.  The Company has completed
the  initial  impairment  testing of goodwill as required by SFAS No. 142 and no
impairment was indicated.

Contingent Liabilities
----------------------

The  Company is  subject  to the  possibility  of  various  loss  contingencies,
including  tax,  legal and  environmental,  arising  in the  ordinary  course of
business.  The Company considers the likelihood of the loss or the incurrence of
a liability as well as our ability to reasonably  estimate the amount of loss in
determining loss contingencies. An

                                      -11-
<PAGE>
estimated  loss  contingency is accrued when it is probable that a liability has
been  incurred and the amount of loss can be reasonably  estimated.  The Company
regularly  evaluates  current  information  available to us to determine whether
such accruals should be adjusted.

RESULTS OF OPERATIONS

Sales of electricity  and steam decreased to $114.7 million for the three months
ended June 30,  2002 from  $124.0  million  for the same  period in 2001,  an 8%
decrease. Sales of electricity and steam decreased to $239.9 million for the six
months  ended June 30, 2002 from $ 272.0  million for the same period in 2001, a
12% decrease.  Sales of electricity  and steam for the six months ended June 30,
2002  included  the  impact of a $20  million  reduction  in the  allowance  for
doubtful accounts.  Sales of electricity and steam for the six months ended June
30, 2001  included  the impact of a $44 million  increase in the  allowance  for
doubtful  accounts.  Excluding  the  impact of the  adjustments  related  to the
allowance for doubtful  accounts,  sales of electricity and steam decreased $9.3
million  and $96.1  million  for the three and six months  ended June 30,  2002,
respectively  compared  to the same  period  in 2001.  The  three  and six month
decreases  were  primarily a result of lower  energy  prices  under the Imperial
Valley Projects' and the Yuma Project's PPAs.

As a result of the Settlement Agreements, Edison has elected to pay the Imperial
Valley  Projects  (except  Salton Sea Projects IV and V and the Turbo Project) a
fixed energy price in lieu of Edison's Average Avoided Cost of Energy. The fixed
energy  price was 3.25 cents per  kilowatt-hour  for the period  January 1, 2002
through April 30, 2002 and increased to 5.37 cents per  kilowatt-hour  effective
May 1, 2002 through April 30, 2007.  Edison's Average Avoided Cost of Energy was
8.1  cents  per   kilowatt-hour   for  the  three  months  and  11.6  cents  per
kilowatt-hour for the six months ended June 30, 2001, respectively.

The following  operating data represents the aggregate  capacity and electricity
production of the Imperial Valley Projects:
<TABLE>
<CAPTION>

                                       Three Months Ended          Six Months Ended
                                             June 30,                  June 30,
                                        2002         2001         2002           2001
                                      -------      -------      ---------      ---------

<S>                                      <C>          <C>            <C>            <C>
Overall capacity factor                  84.3%        88.2%          86.9%          89.8%
Megawatt-hours produced               601,000      621,800      1,231,800      1,273,300
Capacity (net megawatts)(average)       326.4        326.4          326.4          326.4
</TABLE>

The overall capacity factor for the Salton Sea Projects  decreased for the three
and six months  ended June 30,  2002  compared to the same period in 2001 due to
more extensive  overhauls in 2002 than in 2001.  The 2002  overhauls  include an
uncontrollable  force event at the Salton Sea II Project.  Salton Sea II's 10 MW
turbine  went out of service on March 25, 2002 and is expected to be placed back
into service in December  2002.  The Company  expects to collect  lost  revenues
under  the  Salton  Sea  II  PPA  and  through  insurance   coverage   excluding
deductibles.

The following  operating data represents the aggregate  capacity and electricity
production of the Gas Projects:
<TABLE>
<CAPTION>

                                        Three Months Ended       Six Months Ended
                                             June 30,                June 30,
                                        2002         2001       2002         2001
                                      -------      -------    ---------    ---------

<S>                                      <C>          <C>          <C>          <C>
Overall capacity factor .........        92.1%        86.1%        92.8%        91.6%
Megawatt-hours produced .........     985,543      942,286    1,974,944    1,949,226
Capacity (net megawatts)(average)         490          490          490          490
</TABLE>

The  overall  capacity  factor  of the  Gas  Projects  reflects  the  effect  of
contractual  curtailments  and  maintenance  scheduling.  The  capacity  factors
adjusted for the contractual curtailments during the three months ended June 30,

                                      -12-
<PAGE>
2002 and 2001 were 98.9% and 93.1%, respectively.  The capacity factors adjusted
for the contractual  curtailments  during the six months ended June 30, 2002 and
2001 were 99.9% and 96.4%, respectively.

Interest  and other income  decreased  to $2.8  million  during the three months
ended June 30, 2002 from $5.4 million for the same period in 2001.  Interest and
other income  decreased to $5.0  million  during the six month's  ended June 30,
2002 from $7.1 million for the same period in 2001. The decreases were primarily
due to interest earned on past due balances from SCE.

Fuel  expenses  increased  during the three  months ended June 30, 2002 to $30.1
million from $29.8  million for the same period in 2001.  The increase  reflects
increased  production at the Gas Projects in 2002, partially offset by decreased
gas prices at Yuma.  Fuel  expenses  decreased to $59.3  million  during the six
months ended June 30, 2002 from $66.5  million for the same period in 2001.  The
decrease was primarily due to higher gas prices in 2001, primarily at Yuma.

Plant operating  expenses  increased during the three months ended June 30, 2002
to $36.2  million  from $32.9  million for the same period in 2001.  For the six
month period ended June 30, 2002 operating  expenses  increased to $68.4 million
from $66.7 million for the same period in 2001.  These costs include  operating,
maintenance,  resource,  general and  administrative  and other plant  operating
expenses.  This increase was primarily due to extensive  overhaul  costs of $9.5
million at the Imperial Valley Projects in 2002,  partially  offset by decreased
royalty costs of $.8 million at the Imperial Valley Projects due to the decrease
in revenue.

Depreciation  and  amortization  decreased  slightly to $21.6 million during the
three months ended June 30, 2002 from $22.9 million for the same period in 2001.
For the six month  period  ended June 30,  2002  depreciation  and  amortization
decreased to $42.4 million from $43.5 million in 2001. The decreases were due to
the  discontinuation  of goodwill  amortization,  resulting from the adoption of
SFAS No. 142, which totaled $4.8 million for the six months ended June 30, 2001.
This decrease was partially offset by capital  additions and asset write offs in
2002.

Interest expense  decreased during the three months ended June 30, 2002 to $19.6
million from $20.2 million for the same period in 2001. For the six months ended
June 30, 2002  interest  decreased to $39.2  million from $41.2  million for the
same period in 2001. The decrease resulted from the paydown of debt balances.

The provision for income taxes decreased to $2.5 million during the three months
ended June 30, 2002 from $5.0  million for the same period in 2001.  For the six
month period ended June 30, 2002, the provision for income tax decreased to $8.4
from $17.5 million for the same period in 2001. The effective rate was 32.4% and
31.8% for the six months ended June 30, 2002 and 2001, respectively. The changes
from year to year in the effective tax rate are due primarily to the  generation
of energy  tax  credits  and  depletion  deductions  and the  discontinuance  of
non-deductible goodwill amortization in 2002.

Minority  interest  increased to $4.4 million during the three months ended June
30, 2002 from $1.3 million for the same period in 2001. For the six month period
ended June 30,  2002,  minority  interest  increased  to $9.7  million from $6.2
million for the same period in 2001. The increase was the result of higher fixed
return payments to the minority interest partners in 2002 at Saranac projects.

Effective  January 1, 2001, the Company changed its accounting  policy for major
maintenance,   overhaul  and  well  workover  costs.   These  costs,  which  had
historically  been  accounted for using  deferral and accrual  methods,  are now
expensed as incurred.  The cumulative  effect of the change in accounting policy
represents a January 1, 2001 write off of prepaid and accrued major  maintenance
and  well  workover  balances  of  approximately  $15.4  million,  net of tax of
approximately $9.9 million in the three months ended March 31, 2001.

Net income  decreased  to $3.2 during the three  months ended June 30, 2002 from
$17.4 million for the same period in 2001. Net income decreased to $17.5 million
during the six months ended from $22.2 million for the same period in 2002.

RELATED PARTY TRANSACTIONS

MEHC provides certain  administrative and management  services to CE Generation,
and  MEHC's  executive,   financial,   legal,  tax  and  other  corporate  staff
departments  perform certain  services for CE Generation.  Expenses  incurred by
MEHC and  allocated  to CE  Generation  are  estimated  based on the  individual
services and expense
                                      -13-

<PAGE>
items provided.  Allocated  expenses totaled  approximately $.7 million and $1.0
million  for the three  months and $1.3  million  and $1.9  million  for the six
months  ended June 30, 2002 and 2001,  respectively,  and are  included in plant
operations expense.

On August 1, 2002, the  Administrative  Services  Agreement  between MEHC and CE
Generation  was amended to provide for a fixed  monthly fee in lieu of allocated
expenses.  The fixed fee,  which is  retroactive to January 1, 2002, is $258,333
per month.

On September 29, 2000, Salton Sea Power L.L.C. ("Salton Sea Power") and CE Turbo
LLC ("CE Turbo")  entered into an agreement to sell all available power from the
Salton  Sea V  Project  and  Turbo  Project  to  EPME.  Under  the  terms of the
agreement, EPME purchased and sold available power on behalf of Salton Sea Power
and CE Turbo,  into the  California  ISO  markets.  The  purchase  price for the
available  power was equivalent to the value  actually  received by EPME for the
sale of such power, including renewable premiums.

On January 17, 2001,  Salton Sea Power and CE Turbo  entered into a  Transaction
Agreement  to sell  available  power  from the  Salton  Sea V Project  and Turbo
Project to EPME.  Under the terms of the agreement,  at the option of Salton Sea
Power and CE Turbo,  EPME  purchased all  available  power from the Salton Sea V
Project and Turbo Project based on day ahead price quotes received from EPME.

On March 27, 2001 and May 1, 2001, the Imperial Valley  Projects  entered into a
Transaction  Agreement to sell  available  power to EPME based on percentages of
the Dow Jones SP-15  Index.  On June 28,  2001,  the  Imperial  Valley  Projects
(excluding the Salton Sea V Project and Turbo Project) ceased selling  available
power to EPME and resumed power sales to Edison.

Pursuant to these agreements, sales to EPME from the Company totaled $.9 million
and $70.1  million for the three months and $3.5  million and $98.3  million for
the six months ended June 30, 2002 and 2001,  respectively.  As of June 30, 2002
and December 31, 2001,  accounts  receivable  from EPME were $.5 million and $.9
million, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Each of CE Generation's direct or indirect  subsidiaries is organized as a legal
entity  separate and apart from CE  Generation  and its other  subsidiaries  and
MEHC.  Pursuant to separate  project  financing  agreements,  the assets of each
subsidiary  (excluding  Yuma) are pledged or  encumbered to support or otherwise
provide the security for their own project or subsidiary  debt. It should not be
assumed that any asset of any subsidiary of CE Generation,  will be available to
satisfy  the  obligations  of CE  Generation  or any of its other  subsidiaries;
provided,  however,  that  unrestricted cash or other assets which are available
for  distribution  may,  subject to  applicable  law and the terms of  financing
arrangements  for such  parties,  be  advanced,  loaned,  paid as  dividends  or
otherwise  distributed or  contributed  to CE Generation or affiliates  thereof.
"Subsidiary"  means all of CE Generation's  direct or indirect  subsidiaries (1)
owning direct or indirect  interests in the Imperial Valley Projects  (including
the Salton Sea  Projects  and the  Partnership  Projects  other than Magma Power
Company and Salton Sea Power  Company),  or (2) owning  direct  interests in the
subsidiaries that own interests in the foregoing  projects,  the Saranac Project
and the Power Resources Project.

CE Generation generated cash flows from operations of $111.3 million for the six
months ended June 30, 2002  compared  with $91.8  million for the same period in
2001.  The increase was  primarily  due to the receipt of past due balances from
Southern California Edison ("Edison").

Edison, a wholly-owned  subsidiary of Edison International,  is a public utility
primarily  engaged  in the  business  of  supplying  electric  energy  to retail
customers  in Central and Southern  California,  excluding  Los Angeles.  Due to
reduced  liquidity,  Edison failed to pay approximately  $119 million owed under
the power purchase agreements with the Imperial Valley Projects,  (excluding the
Salton Sea V and Turbo  Projects) for power delivered in the fourth quarter 2000
and  the  first  quarter  2001.  Due to  Edison's  failure  to  pay  contractual
obligations,  the Imperial Valley Projects (excluding the Salton Sea V and Turbo
Projects) had  established an allowance for doubtful  accounts of  approximately
$21 million as of December 31, 2001.

                                    -14-
<PAGE>

The payment was received March 1, 2002.  Following the receipt of Edison's final
payment  of past  due  balances,  the  Imperial  Valley  Projects  released  the
remaining allowance for doubtful accounts.

As a result of  uncertainties  related  to  Edison,  the  letter of credit  that
supports the debt service reserve fund at Salton Sea Funding Corporation has not
been extended  beyond its current July 2004  expiration  date, and as such, cash


distributions  are not available to CE  Generation  until the Salton Sea Funding
Corporation  debt service reserve fund of  approximately  $67.6 million has been
funded or the letter of credit has been extended beyond its July 2004 expiration
date or replaced.

In January 2001, the California Power Exchange ("PX") declared bankruptcy.  As a
result,  the Salton Sea V and Turbo Projects have not received payment for power
sold under the Transaction  Agreements  during December 2000 and January 2001 of
approximately  $3.8 million.  The Imperial Valley  Projects have  established an
allowance for doubtful accounts for the full amount of this receivable.

Edison has failed to pay  approximately  $3.9 million of capacity bonus payments
for the months from  October  2001  through May 2002.  On December  10, 2001 the
Imperial  Valley  Projects  (excluding the Salton Sea I, Salton Sea V, and Turbo
Projects)  filed a  lawsuit  against  Edison  in  California's  Imperial  County
Superior  Court  seeking a court  order  requiring  Edison to make the  required
capacity bonus payments  under the Power  Purchase  Agreements.  Due to Edison's
failure to pay these contractual obligations,  the Imperial Valley Projects have
established an allowance for doubtful  accounts of  approximately  $1.3 million.
The Project  entities are vigorously  pursuing  collection of the capacity bonus
payments.

Cash flow used in  investing  activities  was $18.8  million  for the six months
ended June 30, 2002 compared with cash used of $16.8 million for the same period
in  2001.   Capital   expenditures  are  the  primary  components  of  investing
activities.

Cash flow used in  financing  activities  was $90.3  million  for the six months
ended June 30, 2002 compared with $33.5 million for the same period in 2001. The
changes in cash flows from  financing  activities  reflect  the  scheduled  debt
repayments,  a $14.4 million  distribution  in 2002 and a $33.4 million  deposit
into the debt service reserve account in 2002.

ENVIRONMENTAL LIABILITIES

The  Company is subject to numerous  legislative  and  regulatory  environmental
protection  requirements  involving air and water pollution,  waste  management,
hazardous chemical use, noise abatement, and land use aesthetics.

State and federal  environmental laws and regulations currently have, and future
modifications  may  have,  the  effect of (i)  increasing  the lead time for the
construction of new facilities,  (ii) significantly increasing the total cost of
new  facilities,   (iii)  requiring   modification  of  the  Company's  existing
facilities,  (iv)  increasing the risk of delay on  construction  projects,  (v)
increasing   the  Company's  cost  of  waste  disposal  and  (vi)  reducing  the
reliability  of  service  provided  by the  Company  and the  amount  of  energy
available  from  the  Company's  facilities.  Any of  such  items  could  have a
substantial  impact on amounts  required  to be  expended  by the Company in the
future.  Expenditures for ongoing compliance with environmental regulations that
relate to  current  operations  are  expensed  or  capitalized  as  appropriate.
Expenditures that relate to an existing condition caused by past operations, and
which do not contribute to current or future revenue  generation,  are expensed.
Liabilities   are  recorded  when   environmental   assessments   indicate  that
remediation  efforts are  probable  and the costs can be  reasonably  estimated.
Estimates of the liability are based upon currently  available  facts,  existing
technology and presently enacted laws and regulations  taking into consideration
the likely  effects of  inflation  and other social and  economic  factors,  and
include  estimates of associated legal costs.  These amounts also consider prior
experience in remediating sites, other companies'  clean-up  experience and data
released by the Environmental  Protection Agency or other  organizations.  These
estimated  liabilities are subject to revision in future periods based on actual
costs or new circumstances,  and are included in the accompanying balance sheets
at their  undiscounted  amounts.  As of June 30, 2002 and December 31, 2001, the
environmental  liabilities  recorded on the balance  sheet were $3.0 million and
$4.2 million, respectively.

                                     -15-
<PAGE>

INFLATION

Inflation has not had a significant impact on CE Generation's cost structure.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

There have been no  material  changes in the  market  risk from the  information
provided in Item 7A Quantitative and Qualitative  Disclosures  About Market Risk
of the  Company's  Annual  Report on Form 10-K for the year ended  December  31,
2001.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

There  have  been  no  material  changes  in  the  contractual  obligations  and
commercial  commitments from the information provided in Item 7 of the Company's
Annual Report on Form 10-K for the year ended December 31, 2001.

                                      -16-

<PAGE>


         PART II  OTHER INFORMATION.

ITEM I - LEGAL PROCEEDINGS

     Neither CE  Generation  nor its  subsidiaries  are parties to any  material
legal matters except those described in Footnote 3 of CE Generation's  financial
statements.

ITEM 2 - CHANGES IN SECURITIES

     Not applicable.

ITEM 3 - DEFAULT ON SENIOR SECURITIES

     Not applicable.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     Not applicable.

ITEM 5 - OTHER INFORMATION

     Not applicable.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K


     (a)  Exhibits:
          Not applicable.

     (b)  Reports on Form 8-K:
          Not applicable.

                                      -17-
<PAGE>


SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned  thereunto duly authorized,  in the City of Omaha,
State of Nebraska, on this 14th day of August 2002.

                                   CE Generation, LLC

                                   /s/ Joseph M. Lillo
                                   --------------------------------------------
                                   By:      Joseph M. Lillo
                                            Vice President and Controller


                                      -18-