UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~August~~of ~~24,~~the ~~2016~~Securities ~~(August~~Exchange ~~24,~~Act ~~2016)~~of 1934

January 9, 2019 (January 9, 2019)

Date of Report (Date of earliest event reported)

Commission	Exact name of registrant as specified in its charter;	IRS Employer
Commission File Number	Exact name of registrant as specified in its charter; State or other jurisdiction of incorporation or organization	IRS Employer Identification No.
File Number	State or other jurisdiction of incorporation or organization	Identification No.
333-90553	MIDAMERICAN FUNDING, LLC (An Iowa Limited Liability Company) 666 Grand Avenue, Suite 500 Des Moines, Iowa 50309-2580	47-0819200
333-206980	MIDAMERICAN ENERGY COMPANY	42-1425214
333-15387	MIDAMERICAN ENERGY COMPANY (An Iowa Corporation) 666 Grand Avenue, Suite 500 Des Moines, Iowa 50309-2580	42-1425214
	(An Iowa Corporation)
	666 Grand Avenue, Suite 500
	Des Moines, Iowa 50309-2580
(515) 242-4300
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)

~~Check~~(515) ~~the appropriate box below if the Form 8~~242-K4300 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~

o(Registrant’s ~~Written~~telephone ~~communications~~number, ~~pursuant~~including toarea ~~Rule 425 under the Securities Act (17 CFR 230.425~~code)

oN/A ~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~

~~o Pre-commencement communications pursuant to Rule 14d-2~~(b)Former ~~under~~name ~~the~~or former ~~Exchange~~address, ~~Act~~if ~~(17~~changed ~~CFR~~since ~~240~~last report.~~14d-2(b~~))

oCheck ~~Pre~~the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~simultaneously ~~13e-4(c)~~satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~13e-4(c~~2. below)):

~~Item~~☐ ~~8.01. Other~~Written ~~Events~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

On☐ ~~January 1,~~Soliciting ~~2016,~~material ~~MidAmerican~~pursuant ~~Energy Company ("MidAmerican Energy") transferred the assets and liabilities of its unregulated retail services business~~ to anRule indirect subsidiary of Berkshire Hathaway Energy Company, MidAmerican Energy's indirect parent. The transfer was made at MidAmerican Energy's carrying value of the assets, liabilities and accumulated other comprehensive income as of December 31, 2015, and was recorded by MidAmerican Energy as a noncash dividend. MidAmerican Energy's financial statements as of December 31, 2015 and 2014, and for the years ended December 31, 2015, 2014 and 2013, which are filed herewith as Exhibit 99.1, have been reclassified to reflect such unregulated retail services business as a discontinued operation. Forming a part of and included in Exhibit 99.1, is an update to the MidAmerican Energy14a-~~related~~12 ~~information~~under ~~reflected in Management's Discussion and Analysis of Financial Condition and Results of Operations in MidAmerican Energy's previously filed Annual Report on Form 10-K for~~ the ~~year~~Exchange ~~ended~~Act ~~December 31,~~(17 ~~2015~~CFR ~~and Schedule II, Valuation and Qualifying Accounts~~240. ~~Accordingly, this Form 8~~14a-K replaces, in its entirety, information previously reported in Items 7 and 8 of MidAmerican Energy’s Annual Report on Form 10-K for the year ended December 31, 2015. No attempt has been made in this Form 8-K to modify or update other information as presented in the Form 10-K.12)

~~Item~~☐ ~~9.01. Financial~~Pre-commencement ~~Statements~~communications ~~and~~pursuant ~~Exhibits~~to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(dc) ~~Exhibits~~under the Exchange Act (17 CFR 240.13e-4(c))

Exhibit No.		Description
23.1		Consent of Deloitte & Touche LLP.
99.1		Financial Information of MidAmerican Energy Company.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

2Emerging growth company ☐

~~Forward-Looking~~If ~~Statements~~an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~This~~Item ~~report contains statements that do not directly or exclusively relate to historical facts~~8. ~~These statements are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended~~01. ~~Forward-looking~~Other statements can typically be identified by the use of forward-looking words, such as "will," "may," "could," "project," "believe," "anticipate," "expect," "estimate," "continue," "intend," "potential," "plan," "forecast" and similar termsEvents. These statements are based upon MidAmerican Energy's current intentions, assumptions, expectations and beliefs and are subject to risks, uncertainties and other important factors. Many of these factors are outside the control of MidAmerican Energy and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include, among others:

•On ~~general~~January ~~economic~~9, ~~political~~2019, MidAmerican Energy Company (the “Company”) issued $600,000,000 principal amount of the Company’s 3.65% First Mortgage Bonds due 2029 and ~~business~~$900,000,000 ~~conditions~~principal amount of the Company’s 4.25% First Mortgage Bonds due 2049 (collectively, the “First Mortgage Bonds”). The First Mortgage Bonds were offered and sold pursuant to the provisions of an underwriting agreement (the “Underwriting Agreement”) among the Company, Barclays Capital Inc., BNY Mellon Capital Markets, LLC, Mizuho Securities USA LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as ~~well~~representatives for several underwriters (collectively, the “Underwriters”) dated as ~~changes~~of inJanuary 7, ~~and~~2019. ~~compliance~~The ~~with~~Underwriting Agreement contains certain customary representations, ~~laws~~warranties and ~~regulations~~covenants concerning the Company and the registration statement relating to the offering of the First Mortgage Bonds. In addition, the Company has agreed to indemnify the Underwriters against certain liabilities, including ~~reliability~~liabilities ~~and~~under ~~safety~~the ~~standards~~Securities Act of 1933, ~~affecting~~as ~~MidAmerican~~amended, ~~Energy's~~and ~~operations~~the orSecurities ~~related~~Exchange ~~industries;~~Act of 1934, as amended.

•The ~~changes~~First ~~in,~~Mortgage ~~and~~Bonds ~~compliance~~were ~~with,~~issued ~~environmental~~pursuant ~~laws~~to the Indenture dated as of September 9, ~~regulations~~2013, ~~decisions~~between the Company and ~~policies~~The ~~that~~Bank ~~could~~of New York Mellon Trust Company, ~~among~~N.A., ~~other~~as ~~items~~trustee, ~~increase~~as ~~operating~~amended ~~and~~by ~~capital~~the ~~costs,~~First ~~reduce~~Supplemental ~~generating~~Indenture ~~facility~~dated ~~output~~as of September 19, ~~accelerate~~2013, ~~generating~~and ~~facility~~as ~~retirements~~supplemented orby ~~delay~~the ~~generating~~Eighth ~~facility~~Supplemental ~~construction~~Indenture or(the ~~acquisition;~~“Eighth Supplemental Indenture”) dated as of January 9, 2019.

•The First Mortgage Bonds are secured by a first mortgage lien on substantially all of the Company’s ~~outcome~~electric generating, transmission and distribution property within the State of ~~rate~~Iowa, ~~cases~~subject to certain exceptions and ~~other~~permitted ~~proceedings~~encumbrances, ~~conducted~~created by ~~regulatory~~a ~~commissions~~Mortgage, orSecurity ~~other~~Agreement, ~~governmental~~Fixture Filing and ~~legal~~Financing ~~bodies~~Statement ~~and~~dated ~~MidAmerican~~as of ~~Energy's~~September 9, ~~ability~~2013, from the Company to ~~recover~~The ~~costs~~Bank ~~through~~of ~~rates~~New inYork aMellon ~~timely~~Trust ~~manner;~~Company, N.A., as collateral trustee, as may be amended or supplemented from time to time.

•The ~~changes~~First inMortgage ~~economic,~~Bonds ~~industry,~~are ~~competition~~secured orequally ~~weather~~and ~~conditions,~~ratably aswith ~~well~~the Company’s currently outstanding senior notes as ~~demographic~~required ~~trends,~~by ~~new~~the ~~technologies~~terms of the indentures under which such senior notes were issued, and ~~various~~with ~~conservation~~all of the Company’s other first mortgage bonds from time to time outstanding. The Company intends to use an amount equal to the net proceeds of the First Mortgage Bonds to finance capital expenditures, ~~energy~~disbursed ~~efficiency~~during ~~and~~the ~~distributed~~period ~~generation~~from ~~measures~~November 1, ~~and~~2017 ~~programs~~to December 14, ~~that~~2018, ~~could~~with ~~affect~~respect ~~customer~~to ~~growth~~investments ~~and~~in ~~usage~~the Company’s 2,000 ~~electricity~~megawatt (nameplate capacity) Wind XI project, the Company’s 591 megawatt (nameplate capacity) Wind XII project and ~~natural~~the ~~gas~~repowering ~~supply~~of orcertain ~~MidAmerican~~of ~~Energy'~~the Company’s ~~ability~~existing towind ~~obtain~~facilities, ~~long-term~~which ~~contracts~~were previously financed with ~~customers~~the ~~and~~Company’s ~~suppliers;~~general funds.

•The ~~performance,~~First ~~availability~~Mortgage ~~and~~Bonds ~~ongoing~~will ~~operation~~be ofredeemable ~~MidAmerican~~prior ~~Energy's~~to ~~generating facilities~~maturity, ~~including~~under ~~facilities not operated by MidAmerican Energy, due to~~ the ~~impacts~~terms ofand ~~market~~ conditions, ~~outages~~set ~~and~~forth ~~repairs,~~in ~~transmission~~the ~~constraints,~~Eighth ~~weather,~~Supplemental ~~including wind, and operating conditions;~~Indenture.

•The adescriptions ~~high~~of ~~degree~~the ofUnderwriting ~~variance~~Agreement, ~~between~~the ~~actual~~Eighth Supplemental Indenture and ~~forecasted~~the ~~load~~First orMortgage ~~generation~~Bonds ~~that~~are ~~could~~qualified ~~impact~~in ~~MidAmerican~~their entirety ~~Energy's~~by ~~hedging~~reference ~~strategy;~~to the Underwriting Agreement, the Eighth Supplemental Indenture and the specimen global certificates evidencing each series of the First Mortgage Bonds, copies of which are filed as exhibits to this Form 8-K.

•Item ~~changes~~9.01. inFinancial ~~prices,~~Statements ~~availability~~ and ~~demand for wholesale electricity, coal, natural gas, other fuel sources and fuel transportation that could have a significant impact on generating capacity and energy costs;~~Exhibits

•(d) ~~the~~Exhibits ~~financial condition and creditworthiness of MidAmerican Energy's significant customers and suppliers;~~

• changes in business strategy or development plans;


Exhibit No.		Description

1.1		Underwriting Agreement, dated January 7, 2019

4.1		Eighth Supplemental Indenture, dated as of January 9, 2019

4.2		Specimen of the 3.65% First Mortgage Bonds due 2029 (included in Exhibit 4.1 hereto)

4.3		Specimen of the 4.25% First Mortgage Bonds due 2049 (included in Exhibit 4.1 hereto)

5.1		Opinion of Gibson, Dunn & Crutcher LLP

5.2		Opinion of Lillis O’Malley Olson Manning Pose Templeman LLP

•SIGNATURES availability, terms and deployment of capital, including reductions in demand for investment-grade commercial paper, debt securities and other sources of debt financing and volatility in the London Interbank Offered Rate, the base interest rate for MidAmerican Energy's credit facilities;

•Pursuant ~~changes~~to inthe ~~MidAmerican~~requirements ~~Energy's~~of ~~respective~~the ~~credit~~Securities ~~ratings;~~Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

• risks relating to nuclear generation, including unique operational, closure and decommissioning risks;

• the impact of certain contracts used to mitigate or manage volume, price and interest rate risk, including increased collateral requirements, and changes in commodity prices, interest rates and other conditions that affect the fair value of certain contracts;

• the impact of inflation on costs and the ability of MidAmerican Energy to recover such costs in regulated rates;

• increases in employee healthcare costs;

• the impact of investment performance and changes in interest rates, legislation, healthcare cost trends, mortality and morbidity on pension and other postretirement benefits expense and funding requirements;

• unanticipated construction delays, changes in costs, receipt of required permits and authorizations, ability to fund capital projects and other factors that could affect future facilities and infrastructure additions;

• the impact of new accounting guidance or changes in current accounting estimates and assumptions on the financial results of MidAmerican Energy;

• the effects of catastrophic and other unforeseen events, which may be caused by factors beyond MidAmerican Energy's control or by a breakdown or failure of its operating assets, including storms, floods, fires, explosions, litigation, wars, terrorism, and embargoes; and

• other business or investment considerations that may be disclosed from time to time in MidAmerican Energy's filings with the United States Securities and Exchange Commission or in other publicly disseminated written documents.

MidAmerican Energy undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing factors should not be construed as exclusive.

SIGNATURES

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

	MIDAMERICAN ENERGY COMPANY
	(Registrant)
Date: August 24, 2016	/s/ Paul J. Leighton
	Paul J. Leighton
	Vice President, Secretary and Assistant General Counsel of MidAmerican Energy Company

EXHIBIT INDEX

Exhibit No.		Description
23.1		Consent of Deloitte & Touche LLP.
99.1		Financial Information of MidAmerican Energy Company.

MIDAMERICAN FUNDING, LLC

MIDAMERICAN ENERGY COMPANY

(Registrant)

Date: January 9, 2019

/s/ Thomas B. Specketer

Thomas B. Specketer

Vice President and Controller of MidAmerican Funding, LLC and

Vice President and Chief Financial Officer of

MidAmerican Energy Company

Filing Compare · MIDAMERICAN ENERGY CO